Table of Contents

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 20-F

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20132014

 

Commission File Number:  1-33168

 

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

 

Central North Airport Group

 

United Mexican States

(Translation of registrant’s name into English)

 

(Jurisdiction of incorporation or organization)

 

Torre Latitud, L501, Piso 5

Av. Lázaro Cárdenas 2225

Col. Valle Oriente, San Pedro Garza García

Nuevo León, Mexico
(Address of principal executive offices)

 

José Luis Guerrero

Torre Latitud, L501, Piso 5

Av. Lázaro Cárdenas 2225

Col. Valle Oriente, San Pedro Garza García

Nuevo León, Mexico

+ 52 81 8625 4327

jlguerrero@oma.aero

(Name, Telephone, E-mail and/or facsimile number and address of Company contact person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:

 

Name of each exchange
on which registered

American Depositary Shares (ADSs) each representing 8 Series B shares

 

The NASDAQ Stock Market LLC

Series B shares

 

The NASDAQ Stock Market LLC*

 

*            Not for trading, but only in connection with the registration of ADSs, pursuant to the requirements of the Securities and Exchange Commission.

 

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:

 

N/A

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

Title of each class:

 

Number of Shares

Series B shares

 

341,200,000

Series BB shares

 

58,800,000

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes þ No o

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

Yes o No þ

 

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

 

Yes þ No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

 

Yes o No þ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP

o

IFRS

þ

Other

o

 

Indicate by check mark which financial statement item the registrant has elected to follow:

 

Item 17 o Item 18 þ

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

 

Yes o No þ

 

 



Table of Contents

 

TABLE OF CONTENTS

 

 

 

Page

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

1

ITEM 3.

KEY INFORMATION

1

 

Selected Financial Data

1

 

Exchange Rates

910

 

Risk Factors

1011

 

Forward-Looking Statements

3534

ITEM 4.

INFORMATION ON THE COMPANY

3635

 

History and Development of the Company

3635

 

Business Overview

4140

 

Regulatory Framework

7675

 

Organizational Structure

95

 

Property, Plant Andand Equipment

97

ITEM 4A.

UNRESOLVED STAFF COMMENTS

98

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

98

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

145143

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED-PARTY TRANSACTIONS

155153

 

Major Shareholders

155153

 

Related-Party Transactions

158156

ITEM 8.

FINANCIAL INFORMATION

160158

 

Legal Proceedings

160159

 

Dividends and Capital Stock Reimbursements

166

ITEM 9.

THE OFFER AND LISTING

168

 

Share Price History

168

 

Trading on the Mexican Stock Exchange

169

ITEM 10.

ADDITIONAL INFORMATION

170

 

Material Contracts

187

 

Exchange Controls

187

 

Taxation

187

 

Documents On Display

191

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

191192

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

191192

ITEM 12A.

DEBT SECURITIES

192

 

i



Table of Contents

 

TABLE OF CONTENTS

(continued)

 

 

 

Page

ITEM 12B.

WARRANTS AND RIGHTS

192

ITEM 12C.

OTHER SECURITIES

192

ITEM 12D.

AMERICAN DEPOSITARY SHARES

192

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

194195

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

194195

ITEM 15.

CONTROLS AND PROCEDURES

194195

ITEM 16.

[RESERVED]

196197

ITEM 16A.

AUDIT COMMITTEE’S FINANCIAL EXPERT

196197

ITEM 16B.

CODE OF ETHICS

196197

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

197198

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

197198

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

197198

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

198199

ITEM 16G.

CORPORATE GOVERNANCE

199200

ITEM 16H.

MINE SAFETY DISCLOSURES

203204

ITEM 17.

FINANCIAL STATEMENTS

II-1205

ITEM 18.

FINANCIAL STATEMENTS

II-1205

ITEM 19.

EXHIBITS

II-1205

 

ii



Table of Contents

 

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

 

SELECTED FINANCIAL DATA

 

Our consolidated financial statements included in this annual report are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or the IASB.  We publish our consolidated financial statements in Mexican pesos.

 

References in this annual report on Form 20-F to “dollars,” “U.S. dollars” or “U.S.$” are to the lawful currency of the United States.  References in this annual report on Form 20-F to “pesos” or “Ps.” are to the lawful currency of Mexico.  This Form 20-F contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader.  These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated.  Unless otherwise indicated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps. 13.065214.7348 to U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank (Banco de México) on December 31, 2013.2014.

 

This annual report on Form 20-F contains references to “workload units,” which are units measuring an airport’s passenger traffic volume and cargo volume.  A workload unit currently is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

 

The discussion in this annual report of aeronautical and non-aeronautical revenues in relation to our total revenues is not in accordance with IFRS because it excludes our construction revenues from such amounts.  Therefore, in reviewing this annual report, you should be aware that in several sections of this annual report we take into account only revenues that resulted in actual cash inflows for the year (which we categorize as aeronautical and non-aeronautical revenues) for ratios or comparative calculations.  Both of these categories of revenues are dependent, either directly or indirectly, on passenger traffic, while revenues from construction services under IFRS Interpretations Committee (“IFRIC”) 12, “Service Concession Arrangements,” are not dependent upon passenger traffic, but from the level of capital expenditures carried out at each airport.  Information reported using only revenues that generated cash inflows may be more useful for readers of this annual report because those revenues are driven by the key elements of our business: passenger traffic and our maximum tariffs.  The use of aeronautical and non-aeronautical revenues is more common in our industry, as they represent the revenues generated from our core operations, which are services provided to passengers, airlines and other third parties based on passenger traffic at our airports.  Additionally, management regularly reviews our aeronautical and non-aeronautical revenues as they provide representative information regarding our passenger traffic and actual cash flows, which allows us to compare such revenues over comparative periods as well as make projections about our expected future cash flows.  Finally, management reviews non-aeronautical revenues per terminal passenger excluding hotel services because hotel services are not necessarily driven by passenger traffic and therefore may not provide representative information with respect to passenger traffic.  This metric is not considered to be an IFRS metric, given its exclusion of certain revenues.  We indicate each instance in which we use only aeronautical and non-aeronautical

 

1



Table of Contents

 

revenues and non-aeronautical revenues excluding hotel services by indicating the category of revenues used. The following tables present a reconciliation of our aeronautical and non-aeronautical revenues to our total revenues per our consolidated statement of comprehensive income:

 

 

For the Year Ended December 31, 2014

 

 

Year Ended December 31, 2013

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical

and Non-
Aeronautical
Revenues

 

 

Total
Aeronautical
and Non-
Aeronautical Revenues
as a
Percentage
of Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Percentage of
Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

(in thousands of pesos)

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

1,046,621

 

Ps.

320,774

 

Ps.

1,367,395

 

94.8%

 

Ps.

74,722

 

Ps.

1,442,117

 

 Ps.

1,167,807

 

 

 Ps.

360,228

 

 

 Ps.

1,528,035

 

 

97.7%

 

 

 Ps.

36,618

 

 Ps.

1,564,653

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

108,420

 

20,266

 

128,686

 

74.6%

 

43,861

 

172,547

 

117,573

 

 

22,779

 

 

140,352

 

 

74.4%

 

 

 

48,313

 

 

188,665

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

136,063

 

34,719

 

170,782

 

92.3%

 

14,173

 

184,955

 

148,781

 

 

37,002

 

 

185,783

 

 

73.6%

 

 

 

66,475

 

 

252,258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

91,203

 

17,843

 

109,046

 

81.7%

 

24,348

 

133,394

 

102,780

 

 

19,990

 

 

122,770

 

 

89.4%

 

 

 

14,504

 

 

137,274

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

148,028

 

30,461

 

178,489

 

95.1%

 

9,127

 

187,616

 

162,469

 

 

34,792

 

 

197,261

 

 

92.6%

 

 

 

15,719

 

 

212,980

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

211,588

 

32,504

 

244,092

 

93.0%

 

18,294

 

262,386

 

223,423

 

 

35,022

 

 

258,445

 

 

88.3%

 

 

 

34,097

 

 

292,542

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

44,341

 

7,144

 

51,485

 

69.0%

 

23,149

 

74,634

 

48,937

 

 

7,784

 

 

56,721

 

 

80.7%

 

 

 

13,598

 

 

70,319

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

65,573

 

14,541

 

80,114

 

52.0%

 

73,874

 

153,988

 

84,498

 

 

17,508

 

 

102,006

 

 

87.4%

 

 

 

14,772

 

 

116,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

108,330

 

15,504

 

123,834

 

95.3%

 

6,116

 

129,950

 

124,312

 

 

18,183

 

 

142,495

 

 

91.7%

 

 

 

12,981

 

 

155,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

87,321

 

14,114

 

101,435

 

89.5%

 

11,887

 

113,322

 

98,985

 

 

15,671

 

 

114,656

 

 

90.2%

 

 

 

12,444

 

 

127,100

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

51,282

 

7,139

 

58,421

 

69.0%

 

26,264

 

84,685

 

56,872

 

 

7,535

 

 

64,407

 

 

82.1%

 

 

 

14,036

 

 

78,443

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

112,707

 

22,460

 

135,167

 

93.7%

 

9,078

 

144,245

 

124,252

 

 

24,784

 

 

149,036

 

 

91.5%

 

 

 

13,782

 

 

162,818

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

69,919

 

9,425

 

79,344

 

81.7%

 

17,795

 

97,139

 

85,018

 

 

10,988

 

 

96,006

 

 

90.6%

 

 

 

9,988

 

 

105,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel

 

 

176,510

 

176,510

 

100.0%

 

 

176,510

 

 

 

195,742

 

 

195,742

 

 

100%

 

 

 

 

 

195,742

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other(1)

 

 

2,113,785

 

2,113,785

 

100.0%

 

 

2,113,785

 

 

 

2,441,636

 

 

2,441,636

 

 

100%

 

 

 

 

 

2,441,636

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,281,396

 

2,837,189

 

5,118,585

 

93.6%

 

352,688

 

5,471,273

 

2,545,707

 

 

3,249,644

 

 

5,795,351

 

 

95.0%

 

 

 

307,327

 

 

6,102,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations(2)

 

(12,527)

 

(2,040,688)

 

(2,053,215)

 

N/A

 

 

(2,053,215)

 

(13,041

)

 

(2,359,950

)

 

(2,372,991

)

 

N/A

 

 

 

 

 

(2,372,991

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

Ps.

2,268,869

 

Ps.

796,501

 

Ps.

3,065,370

 

89.7%

 

Ps.

352,688

 

Ps.

3,418,058

 

 Ps.

2,532,666

 

 

 Ps.

889,694

 

 

 Ps.

3,422,360

 

 

91.8%

 

 

 Ps.

 307,327

 

 Ps.

3,729,687

 

 

(1)          Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA LogíLog��stica, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

 

(2)          Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

 

2



Table of Contents

 

 

For the Year Ended December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2012

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues
as a
Percentage
of Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Percentage of
Total Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

(in thousands of pesos)

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

989,976

 

Ps.

292,169

 

Ps.

1,282,145

 

94.7%

 

Ps.

72,331

 

Ps.

1,354,476

 

 Ps.

1,046,621

 

 

 Ps.

320,774

 

 

 Ps.

1,367,395

 

 

94.8%

 

 Ps.

74,722

 

 

 Ps.

1,442,117

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

99,498

 

18,725

 

118,223

 

85.7%

 

19,665

 

137,888

 

108,420

 

 

20,266

 

 

128,686

 

 

74.6%

 

 

43,861

 

 

172,547

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

122,061

 

34,900

 

156,961

 

92.9%

 

11,940

 

168,901

 

136,063

 

 

34,719

 

 

170,782

 

 

92.3%

 

 

14,173

 

 

184,955

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

89,602

 

17,401

 

107,003

 

87.2%

 

15,708

 

122,711

 

91,203

 

 

17,843

 

 

109,046

 

 

81.7%

 

 

24,348

 

 

133,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

139,127

 

27,259

 

166,386

 

86.2%

 

26,654

 

193,040

 

148,028

 

 

30,461

 

 

178,489

 

 

95.1%

 

 

9,127

 

 

187,616

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

194,285

 

26,605

 

220,890

 

77.0%

 

66,093

 

286,983

 

211,588

 

 

32,504

 

 

244,092

 

 

93.0%

 

 

18,294

 

 

262,386

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

45,051

 

6,723

 

51,774

 

98.1%

 

1,015

 

52,789

 

44,341

 

 

7,144

 

 

51,485

 

 

69.0%

 

 

23,149

 

 

74,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

63,281

 

13,836

 

77,117

 

89.2%

 

9,355

 

86,472

 

65,573

 

 

14,541

 

 

80,114

 

 

52.0%

 

 

73,874

 

 

153,988

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

105,275

 

14,938

 

120,213

 

93.7%

 

8,028

 

128,241

 

108,330

 

 

15,504

 

 

123,834

 

 

95.3%

 

 

6,116

 

 

129,950

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

77,305

 

13,259

 

90,564

 

89.8%

 

10,231

 

100,795

 

87,321

 

 

14,114

 

 

101,435

 

 

89.5%

 

 

11,887

 

 

113,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

51,177

 

6,713

 

57,890

 

73.1%

 

21,343

 

79,233

 

51,282

 

 

7,139

 

 

58,421

 

 

69.0%

 

 

26,264

 

 

84,685

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

110,444

 

20,563

 

131,007

 

82.5%

 

27,785

 

158,792

 

112,707

 

 

22,460

 

 

135,167

 

 

93.7%

 

 

9,078

 

 

144,245

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

53,719

 

8,143

 

61,862

 

66.2%

 

31,570

 

93,432

 

69,919

 

 

9,425

 

 

79,344

 

 

81.7%

 

 

17,795

 

 

97,139

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel

 

 

158,477

 

158,477

 

100.0%

 

 

158,477

 

 

 

176,510

 

 

176,510

 

 

100.0%

 

 

 

 

176,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other(1)

 

 

2,123,202

 

2,123,202

 

100.0%

 

 

2,123,202

 

 

 

2,113,785

 

 

2,113,785

 

 

100.0%

 

 

 

 

2,113,785

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,140,801

 

2,782,913

 

4,923,714

 

93.9%

 

321,718

 

5,245,432

 

2,281,396

 

 

2,837,189

 

 

5,118,585

 

 

93.6%

 

 

352,688

 

 

5,471,273

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations(2)

 

(10,138)

 

(2,093,956)

 

(2,104,094)

 

N/A

 

 

(2,104,094)

 

(12,527

)

 

(2,040,688

)

 

(2,053,215

)

 

N/A

 

 

 

 

(2,053,215

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

Ps.

2,130,663

 

Ps.

688,957

 

Ps.

2,819,620

 

89.8%

 

Ps.

321,718

 

Ps.

3,141,338

 

 Ps.

2,268,869

 

 

 Ps.

796,501

 

 

 Ps.

3,065,370

 

 

89.7%

 

 Ps.

352,688

 

 

 Ps.

3,418,058

 

 

(1)          Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

 

(2)          Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

 

3



Table of Contents

 

 

For the Year Ended December 31, 2012

 

 

 

 

 

Year Ended December 31, 2011

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical

Revenues
as a
Percentage
of Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Percentage of
Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

(in thousands of pesos)

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

843,773

 

Ps.

250,719

 

Ps.

1,094,492

 

85.6%

 

Ps.

184,574

 

Ps.

1,279,066

 

 Ps.

989,976

 

 

 Ps.

292,169

 

 

 Ps.

1,282,145

 

 

94.7%

 

 Ps.

72,331

 

 Ps.

1,354,476

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

103,695

 

21,986

 

125,681

 

96.3%

 

4,853

 

130,534

 

 

99,498

 

 

 

18,725

 

 

118,223

 

 

85.7%

 

 

19,665

 

 

137,888

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

122,733

 

36,440

 

159,173

 

93.0%

 

12,002

 

171,175

 

 

122,061

 

 

 

34,900

 

 

156,961

 

 

92.9%

 

 

11,940

 

 

168,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

77,611

 

17,537

 

95,148

 

55.9%

 

75,096

 

170,244

 

 

89,602

 

 

 

17,401

 

 

107,003

 

 

87.2%

 

 

15,708

 

 

122,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

122,508

 

24,910

 

147,418

 

88.5%

 

19,101

 

166,519

 

 

139,127

 

 

 

27,259

 

 

166,386

 

 

86.2%

 

 

26,654

 

 

193,040

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

168,427

 

23,614

 

192,041

 

94.0%

 

12,156

 

204,197

 

 

194,285

 

 

 

26,605

 

 

220,890

 

 

77.0%

 

 

66,093

 

 

286,983

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

38,390

 

6,046

 

44,436

 

96.3%

 

1,723

 

46,159

 

 

45,051

 

 

 

6,723

 

 

51,774

 

 

98.1%

 

 

1,015

 

 

52,789

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

51,845

 

12,018

 

63,863

 

98.2%

 

1,179

 

65,042

 

 

63,281

 

 

 

13,836

 

 

77,117

 

 

89.2%

 

 

9,355

 

 

86,472

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

92,958

 

12,587

 

105,545

 

95.0%

 

5,510

 

111,055

 

 

105,275

 

 

 

14,938

 

 

120,213

 

 

93.7%

 

 

8,028

 

 

128,241

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

65,984

 

11,471

 

77,455

 

100.0%

 

 

77,455

 

 

77,305

 

 

 

13,259

 

 

90,564

 

 

89.8%

 

 

10,231

 

 

100,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

44,698

 

6,528

 

51,226

 

95.7%

 

2,324

 

53,550

 

 

51,177

 

 

 

6,713

 

 

57,890

 

 

73.1%

 

 

21,343

 

 

79,233

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

101,423

 

18,345

 

119,768

 

92.5%

 

9,771

 

129,539

 

 

110,444

 

 

 

20,563

 

 

131,007

 

 

82.5%

 

 

27,785

 

 

158,792

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

36,132

 

6,601

 

42,733

 

94.3%

 

2,571

 

45,304

 

 

53,719

 

 

 

8,143

 

 

61,862

 

 

66.2%

 

 

31,570

 

 

93,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel

 

 

142,098

 

142,098

 

100.0%

 

 

142,098

 

 

 

 

 

158,477

 

 

158,477

 

 

100.0%

 

 

 

 

158,477

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other(1)

 

 

1,970,958

 

1,970,958

 

100.0%

 

3

 

1,970,961

 

 

 

 

 

2,123,202

 

 

2,123,202

 

 

100.0%

 

 

 

 

2,123,202

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,870,177

 

2,561,858

 

4,432,035

 

93.1%

 

330,863

 

4,762,898

 

 

2,140,801

 

 

 

2,782,913

 

 

4,923,714

 

 

93.9%

 

 

321,718

 

 

5,245,432

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations(2)

 

 

(1,973,187)

 

(1,973,187)

 

N/A

 

 

(1,973,187)

 

 

(10,138

)

 

 

(2,093,956

)

 

(2,104,094

)

 

N/A

 

 

 

 

(2,104,094

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Revenues

 

Ps.

1,870,177

 

Ps.

588,671

 

Ps.

2,458,848

 

88.1%

 

Ps.

330,863

 

Ps.

2,787,711

 

 Ps.

2,130,663

 

 

 Ps.

688,957

 

 

 Ps.

2,819,620

 

 

89.8%

 

 Ps.

321,718

 

 Ps.

3,141,338

 

 

(1)Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

 

(2)Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

 

4



Table of Contents

 

 

Year Ended December 31, 2010

 

For the Year Ended December 31, 2011

 

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Percentage of
Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues
as a
Percentage
of Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

(in thousands of pesos)

 

(in thousands of pesos)

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

 Ps.

731,415

 

 Ps.

209,636

 

 Ps.

941,051

 

83.1%

 

Ps.

192,050

 

Ps.

1,133,101

 

 Ps.

 843,773

 

 Ps.

250,719

 

 Ps.

 1,094,492

 

85.6%

 

 Ps.

 184,574

 

 Ps.

 1,279,066

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

115,417

 

22,130

 

137,547

 

75.6%

 

44,382

 

181,929

 

103,695

 

21,986

 

125,681

 

96.3%

 

4,853

 

130,534

 

Mazatlán

 

117,603

 

34,947

 

152,550

 

77.1%

 

45,350

 

197,900

 

122,733

 

36,440

 

159,173

 

93.0%

 

12,002

 

171,175

 

Zihuatanejo

 

78,644

 

16,528

 

95,172

 

72.9%

 

35,312

 

130,484

 

77,611

 

17,537

 

95,148

 

55.9%

 

75,096

 

170,244

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

115,961

 

23,250

 

139,211

 

81.4%

 

31,874

 

171,085

 

122,508

 

24,910

 

147,418

 

88.5%

 

19,101

 

166,519

 

Culiacán

 

147,441

 

20,324

 

167,765

 

86.4%

 

26,391

 

194,156

 

168,427

 

23,614

 

192,041

 

94.0%

 

12,156

 

204,197

 

Durango

 

30,628

 

10,785

 

41,413

 

100.0%

 

 

41,413

 

38,390

 

6,046

 

44,436

 

96.3%

 

1,723

 

46,159

 

San Luis Potosí

 

43,747

 

11,512

 

55,259

 

100.0%

 

 

55,259

 

51,845

 

12,018

 

63,863

 

98.2%

 

1,179

 

65,042

 

Tampico

 

68,193

 

10,863

 

79,056

 

100.0%

 

 

79,056

 

92,958

 

12,587

 

105,545

 

95.0%

 

5,510

 

111,055

 

Torreón

 

52,473

 

10,805

 

63,278

 

100.0%

 

 

63,278

 

65,984

 

11,471

 

77,455

 

100.0%

 

 

77,455

 

Zacatecas

 

41,917

 

5,773

 

47,690

 

72.9%

 

17,685

 

65,375

 

44,698

 

6,528

 

51,226

 

95.7%

 

2,324

 

53,550

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

80,682

 

17,369

 

98,051

 

81.0%

 

22,936

 

120,987

 

101,423

 

18,345

 

119,768

 

92.5%

 

9,771

 

129,539

 

Reynosa

 

28,505

 

5,917

 

34,422

 

71.0%

 

14,049

 

48,471

 

36,132

 

6,601

 

42,733

 

94.3%

 

2,571

 

45,304

 

Hotel

 

 

99,823

 

99,823

 

100.0%

 

 

99,823

 

 

142,098

 

142,098

 

100.0%

 

 

142,098

 

Other(1)

 

 

1,567,270

 

1,567,270

 

100.0%

 

 

1,567,270

 

 

1,970,958

 

1,970,958

 

100.0%

 

3

 

1,970,961

 

Total

 

1,652,626

 

2,066,932

 

3,719,558

 

89.6%

 

430,029

 

4,149,587

 

1,870,177

 

2,561,858

 

4,432,035

 

93.1%

 

330,863

 

4,762,898

 

Eliminations(2)

 

 

(1,575,135)

 

(1,575,135)

 

N/A      

 

 

(1,575,135)

 

 

(1,973,187)

 

(1,973,187)

 

N/A       

 

 

(1,973,187)

 

Total Revenues

 

 Ps.

1,652,626

 

 Ps.

491,797

 

 Ps.

2,144,423

 

83.3%

 

 Ps.

430,029

 

 Ps.

2,574,452

 

 Ps.

1,870,177

 

 Ps.

588,671

 

 Ps.

2,458,848

 

88.1%

 

 Ps.

330,863

 

 Ps.

2,787,711

 

 

(1)Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V. and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

5



Table of Contents

 

 

For the Year Ended December 31, 2010

 

 

 

Aeronautical
Revenues

 

Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues

 

Total
Aeronautical
and Non-
Aeronautical
Revenues
as a
Percentage
of Total
Revenues

 

Construction
Revenues

 

Total
Revenues

 

 

 

(in thousands of pesos)

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

 Ps.

731,415

 

 Ps.

 209,636

 

 Ps.

941,051

 

83.1%

 

 Ps.

192,050

 

 Ps.

1,133,101

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

115,417

 

22,130

 

137,547

 

75.6%

 

44,382

 

181,929

 

Mazatlán

 

117,603

 

34,947

 

152,550

 

77.1%

 

45,350

 

197,900

 

Zihuatanejo

 

78,644

 

16,528

 

95,172

 

72.9%

 

35,312

 

130,484

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

115,961

 

23,250

 

139,211

 

81.4%

 

31,874

 

171,085

 

Culiacán

 

147,441

 

20,324

 

167,765

 

86.4%

 

26,391

 

194,156

 

Durango

 

30,628

 

10,785

 

41,413

 

100.0%

 

 

41,413

 

San Luis Potosí

 

43,747

 

11,512

 

55,259

 

100.0%

 

 

55,259

 

Tampico

 

68,193

 

10,863

 

79,056

 

100.0%

 

 

79,056

 

Torreón

 

52,473

 

10,805

 

63,278

 

100.0%

 

 

63,278

 

Zacatecas

 

41,917

 

5,773

 

47,690

 

72.9%

 

17,685

 

65,375

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

80,682

 

17,369

 

98,051

 

81.0%

 

22,936

 

120,987

 

Reynosa

 

28,505

 

5,917

 

34,422

 

71.0%

 

14,049

 

48,471

 

Hotel

 

 

99,823

 

99,823

 

100.0%

 

 

99,823

 

Other(1) 

 

 

1,567,270

 

1,567,270

 

100.0%

 

 

1,567,270

 

Total

 

1,652,626

 

2,066,932

 

3,719,558

 

89.6%

 

430,029

 

4,149,587

 

Eliminations(2) 

 

 

(1,575,135)

 

(1,575,135)

 

N/A

 

 

(1,575,135

)

Total Revenues

 

 Ps.

1,652,626

 

 Ps.

491,797

 

 Ps.

2,144,423

 

83.3%

 

 Ps.

430,029

 

 Ps.

2,574,452

 

(1)Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V., and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

Represents our subsidiaries Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Operadora de Aeropuertos del Centro Norte, S.A. de C.V., Servicios Aero Especializados del Centro Norte, S.A. de C.V., OMA Logística, S.A. de C.V., Holding Consorcio Grupo Hotelero T2, S.A. de C.V., Servicios Complementarios del Centro Norte, S.A. de C.V., Servicios Corporativos Terminal 2, S.A. de C.V., and Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (on an individual basis).

(2)

Eliminations consist of operations and balances between our subsidiaries, as well as reclassifications.

 

The following tables present our selected consolidated financial information for or as of each of the periods or dates indicated, and have been derived in part from our audited consolidated financial statements.  This information should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements, including the notes to our consolidated financial statements.

 

5



Table of Contents

 

 

Year Ended December 31,

 

 

2010

 

2011

 

2012

 

2013

 

 

 

(in thousands of pesos, except per share data)

 

(in thousands
of dollars)
(1)

Statements of Income and Comprehensive Income data:

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Aeronautical services(2) 

 

1,652,626

 

1,870,177

 

2,130,663

 

2,268,869

 

173,657

Non-aeronautical services(3) 

 

491,797

 

588,671

 

688,957

 

796,501

 

60,964

Construction services

 

430,029

 

330,863

 

321,718

 

352,688

 

26,994

Total revenues

 

2,574,452

 

2,789,711

 

3,141,338

 

3,418,058

 

261,615

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

Costs of services, excluding depreciation and amortization

 

688,381

 

603,900

 

656,217

 

725,329

 

55,516

Major maintenance provision

 

64,274

 

165,683

 

164,208

 

263,167

 

20,143

Cost of construction

 

430,029

 

330,863

 

321,718

 

352,688

 

26,994

Administrative expenses

 

380,474

 

434,531

 

457,749

 

501,233

 

38,364

Right to use airport facilities(4) 

 

103,067

 

115,979

 

137,028

 

148,159

 

11,340

Technical assistance fees(5) 

 

47,567

 

55,150

 

67,365

 

66,643

 

5,101

Depreciation and amortization(6) 

 

149,232

 

165,088

 

186,803

 

201,226

 

15,402

Other income, net

 

(9,090)

 

(751)

 

(9,924)

 

(49,782)

 

(3,810)

Total operating costs and expenses

 

1,853,934

 

1,870,443

 

1,981,164

 

2,208,663

 

169,050

Operating income

 

720,518

 

919,268

 

1,160,174

 

1,209,395

 

92,565

Interest expense

 

(87,088)

 

(98,431)

 

(103,846)

 

(209,359)

 

(16,024)

Interest income

 

15,791

 

16,079

 

27,764

 

72,650

 

5,561

Exchange (loss) gain, net

 

1,562

 

(38,766)

 

23,168

 

(6,198)

 

(474)

Income before income taxes

 

650,783

 

798,150

 

1,107,260

 

1,066,488

 

81,628

Income tax (benefit) expense

 

(8,796)

 

182,070

 

288,172

 

(134,876)

 

(10,323)

Consolidated net income for the year

 

659,579

 

616,080

 

819,088

 

1,201,364

 

91,951

Items that will not be subsequently reclassified to income:

 

 

 

 

 

 

 

 

 

 

Actuarial losses on labor obligations

 

0

 

0

 

(11,313)

 

(2,851)

 

(218)

Income tax relating to items that will not be subsequently reclassified to profit or loss

 

0

 

0

 

3,390

 

843

 

65

Total comprehensive income for the year

 

659,579

 

616,080

 

811,165

 

1,199,356

 

91,798

Consolidated net income attributable to:

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

660,897

 

615,823

 

818,121

 

1,199,636

 

91,819

Non-controlling interest

 

(1,318)

 

257

 

967

 

1,728

 

132

Consolidated comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

660,897

 

615,823

 

810,198

 

1,197,628

 

91,665

Non-controlling interest

 

(1,318)

 

257

 

967

 

1,728

 

132

Basic and diluted earnings per share(7) 

 

1.6565

 

1.5433

 

2.0501

 

3.0062

 

0.2301

Basic and diluted earnings per ADS(7) 

 

13.2520

 

12.3464

 

16.4008

 

24.0496

 

1.8407

Dividend or reimbursement of capital per share(8)

 

1.0000

 

1.0000

 

1.2500

 

3.0000

 

0.2296

 

 

 

 

 

 

 

 

 

 

 

Other operating data:

 

 

 

 

 

 

 

 

 

 

Total terminal passengers
(thousands of passengers)
(9) 

 

11,588

 

11,773

 

12,594

 

13,292

 

 

Total air traffic movements
(thousands of movements)

 

345

 

336

 

332

 

321

 

 

6



Table of Contents

 

Aeronautical and non-aeronautical revenues per terminal passenger(10)

185

209

224

231

 

 

For the Year Ended December 31,

 

 

 

2010

 

2011

 

2012

 

2013

 

2014

 

 

 

(in thousands of pesos, except per share and operating data)

 

(in
thousands of
dollars)
(1)

 

Statements of Income and Other Comprehensive Income data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services(2) 

 

1,652,626

 

1,870,177

 

2,130,663

 

2,268,869

 

2,532,666

 

171,883

 

Non-aeronautical services(3) 

 

491,797

 

588,671

 

688,957

 

796,501

 

889,694

 

60,381

 

Construction services

 

430,029

 

330,863

 

321,718

 

352,688

 

307,327

 

20,857

 

Total revenues

 

2,574,452

 

2,789,711

 

3,141,338

 

3,418,058

 

3,729,687

 

253,121

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services, excluding depreciation and amortization

 

688,381

 

603,900

 

656,217

 

725,329

 

772,946

 

52,457

 

Major maintenance provision

 

64,274

 

165,683

 

164,208

 

263,167

 

179,932

 

12,211

 

Cost of construction

 

430,029

 

330,863

 

321,718

 

352,688

 

307,327

 

20,857

 

Administrative expenses

 

380,474

 

434,531

 

457,749

 

501,233

 

536,034

 

36,379

 

Right to use airport facilities(4) 

 

103,067

 

115,979

 

137,028

 

148,159

 

171,670

 

11,651

 

Technical assistance fees(5) 

 

47,567

 

55,150

 

67,365

 

66,643

 

82,461

 

5,596

 

Depreciation and amortization(6) 

 

149,232

 

165,088

 

186,803

 

201,226

 

223,982

 

15,201

 

Other income, net

 

(9,090)

 

(751)

 

(9,924)

 

(49,782)

 

(13,654)

 

(927)

 

Total operating costs and expenses

 

1,853,934

 

1,870,443

 

1,981,164

 

2,208,663

 

2,260,698

 

153,426

 

Operating income

 

720,518

 

919,268

 

1,160,174

 

1,209,395

 

1,468,989

 

99,695

 

Interest expense

 

(87,088)

 

(98,431)

 

(103,846)

 

(209,359)

 

(264,368)

 

(17,942)

 

Interest income

 

15,791

 

16,079

 

27,764

 

72,650

 

77,147

 

5,236

 

Exchange (loss) gain, net

 

1,562

 

(38,766)

 

23,168

 

(6,198)

 

(22,463)

 

(1,524)

 

Income before income taxes

 

650,783

 

798,150

 

1,107,260

 

1,066,488

 

1,259,305

 

85,465

 

Income tax (benefit) expense

 

(8,796)

 

182,070

 

288,172

 

(134,876)

 

232,345

 

15,768

 

Consolidated net income for the year

 

659,579

 

616,080

 

819,088

 

1,201,364

 

1,026,960

 

69,696

 

Items that will not be subsequently reclassified to income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial losses on labor obligations

 

0

 

0

 

(11,313)

 

(2,851)

 

437

 

30

 

Income tax relating to items that will not be subsequently reclassified to profit or loss

 

0

 

0

 

3,390

 

843

 

(131)

 

(9)

 

Total comprehensive income for the year

 

659,579

 

616,080

 

811,165

 

1,199,356

 

1,027,266

 

69,717

 

Consolidated net income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

660,897

 

615,823

 

818,121

 

1,199,636

 

1,024,694

 

69,542

 

Non-controlling interest

 

(1,318)

 

257

 

967

 

1,728

 

2,266

 

154

 

Consolidated comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

660,897

 

615,823

 

810,198

 

1,197,628

 

1,025,000

 

69,563

 

Non-controlling interest

 

(1,318)

 

257

 

967

 

1,728

 

2,266

 

154

 

Basic and diluted earnings per share(7) 

 

1.6565

 

1.5433

 

2.0501

 

3.0062

 

2.5844

 

0.1754

 

Basic and diluted earnings per ADS(7) 

 

13.2520

 

12.3464

 

16.4008

 

24.0496

 

20.6752

 

0.9058

 

Dividend or reimbursement of capital per share(8) 

 

1.0000

 

1.0000

 

1.2500

 

3.0000

 

3.000

 

0.2036

 

Other operating data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total terminal passengers (thousands of passengers)(9) 

 

11,588

 

11,773

 

12,594

 

13,292

 

14,695

 

 

 

Total air traffic movements (thousands of movements)

 

345

 

336

 

332

 

321

 

337

 

 

 

Aeronautical and non-aeronautical revenues per terminal passenger(10) 

 

185

 

209

 

224

 

231

 

233

 

16

 

 

7



Table of Contents

 

 

Year Ended December 31,

 

As of December 31,

 

 

2010

 

2011

 

2012

 

2013

 

2010

 

2011

 

2012

 

2013

 

2014

 

 

(in thousands of pesos, except operating data)

 

(in thousands
of dollars)
(1)

 

(in thousands of pesos)

 

(in
thousands of
dollars)
(1)

 

Statement of Financial Position data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

312,838

 

523,634

 

1,152,433

 

1,534,006

 

117,412

 

312,838

 

523,634

 

1,152,433

 

1,534,006

 

2,808,149

 

190,579

 

Total current assets

 

897,009

 

1,163,381

 

1,696,415

 

2,276,938

 

174,275

 

897,009

 

1,163,381

 

1,696,415

 

2,276,938

 

3,404,343

 

231,041

 

Property and equipment, net

 

2,093,160

 

2,118,450

 

2,150,327

 

2,165,766

 

165,766

Property, leasehold improvements and equipment, net

 

2,093,160

 

2,118,450

 

2,150,327

 

2,165,766

 

2,284,314

 

155,029

 

Investment in airport concessions

 

5,561,881

 

5,769,688

 

5,942,989

 

6,092,046

 

466,280

 

5,561,881

 

5,769,688

 

5,942,989

 

6,092,046

 

6,180,277

 

419,434

 

Total assets

 

8,703,959

 

9,295,154

 

10,010,410

 

11,011,453

 

842,808

 

8,703,959

 

9,295,154

 

10,010,410

 

11,011,453

 

12,417,880

 

842,759

 

Current liabilities

 

1,108,101

 

824,945

 

1,216,881

 

956,989

 

73,247

 

1,108,101

 

824,945

 

1,216,881

 

956,989

 

830,680

 

56,375

 

Total liabilities

 

2,827,949

 

3,210,653

 

3,594,454

 

4,614,059

 

353,157

 

2,827,949

 

3,210,653

 

3,594,454

 

4,614,059

 

6,301,277

 

427,646

 

Total shareholders’ equity

 

5,876,010

 

6,084,501

 

6,415,956

 

6,397,394

 

489,651

 

5,876,010

 

6,084,501

 

6,415,956

 

6,397,394

 

6,116,603

 

415,113

 

 

 

 

 

 

 

 

 

 

 

Other data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows from operating activities

 

482,501

 

749,144

 

1,260,413

 

1,005,246

 

76,942

Net cash flows used in investing activities

 

(399,091)

 

(454,475)

 

(393,884)

 

(270,880)

 

(20,733)

Net cash flows used in financing activities

 

(38,306)

 

(83,873)

 

(237,730)

 

(352,793)

 

(27,003)

Increase in cash and cash equivalents

 

45,104

 

210,796

 

628,799

 

381,573

 

29,206

 

(1)

Translated into dollars at the rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013. Per share dollar amounts are expressed in dollars (not thousands of dollars). Operating data is expressed in units indicated.

(2)

Revenues from aeronautical services principally consist of a fee for each departing passenger, aircraft landing fees based on the aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from the aircraft to the terminal building, a security charge for each departing passenger and other sources of revenues subject to regulation under our maximum rates.

(3)

Revenues from non-aeronautical services represent sources of revenues not subject to regulation under our maximum rates and consist of: ( i)

 

 

For the Year Ended December 31,

 

 

 

2010

 

2011

 

2012

 

2013

 

2014

 

 

 

(in thousands of pesos)

 

(in thousands
of dollars)

 

Statement of Cash Flows data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash flows from operating activities

 

482,501

 

749,144

 

1,260,413

 

1,005,246

 

1,610,772

 

109,318

 

Net cash flows used in investing activities

 

(399,091)

 

(454,475)

 

(393,884)

 

(270,880)

 

(371,844)

 

(25,236)

 

Net cash flows (used in) from financing activities

 

(38,306)

 

(83,873)

 

(237,730)

 

(352,793)

 

35,215

 

2,390

 

Increase in cash and cash equivalents

 

45,104

 

210,796

 

628,799

 

381,573

 

1,274,143

 

86,472

 

(1)Translated into dollars at the rate of Ps. 14.7348 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2014.  Per share dollar amounts are expressed in dollars (not thousands of dollars).  Operating data is expressed in units indicated.

(2)Revenues from aeronautical services principally consist of a fee for each departing passenger, aircraft landing fees based on the aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from the aircraft to the terminal building, a security charge for each departing passenger and other sources of revenues subject to regulation under our maximum rates.

(3)Revenues from non-aeronautical services represent sources of revenues not subject to regulation under our maximum rates and consist of: (i) revenues from commercial activities, such as, car parking charges, advertising, leasing of commercial space to tenants, food and beverage services, car rentals and retail; (ii) revenues from diversification activities, such as hotel services, revenues from OMA Carga and real estate services; and (iii) revenues from complementary activities, such as revenues from our checked baggage-screening services, among other sources of revenues.  Pursuant to our concessions and to the Mexican Airport Law (Ley de Aeropuertos) and the regulations thereunder, parking services are currently excluded from aeronautical services under our maximum rates, although the Mexican Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) could decide to regulate such rates, and such rates may be regulated by other authorities.

(4)Each of our subsidiary concession holders is required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets pursuant to the terms of its concession.  The concession tax is currently equal to 5% of each concession holder’s gross annual revenues.

(5)We pay Servicios de Tecnología Aeroportuaria, S.A. de C.V. (SETA) a technical assistance fee under the Technical Assistance Agreement entered into in connection with SETA’s purchase of its Series BB shares.  This fee is described in “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements with SETA.”

(4)

Each of our subsidiary concession holders is required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently equal to 5% of each concession holder’s gross annual revenues.

(5)

We pay Servicios de Tecnología Aeroportuaria, S.A. de C.V. (SETA) a technical assistance fee under the Technical Assistance Agreement entered into in connection with SETA’s purchase of its Series BB shares. This fee is described in “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements with SETA.”

(6)

Reflects depreciation of fixed assets and amortization of airport concessions and rights to use airport facilities.

(7)

Based on net income attributable to controlling interest for each year and on 399,039,231 weighted average common shares in 2011, 399,060,153 weighted average common shares in 2012 and 399,052,350 weighted average common shares in 2013. Earnings per ADS are based on the ratio of eight Series B shares per ADS.

(8)

Declared dividends per share for the period based on 400,000,000 shares. Includes reimbursements of capital per share.

(9)

Arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).

(10)

Aeronautical plus non-aeronautical revenues divided by terminal passengers for the period. Expressed in pesos (not thousands of pesos).

 

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(6)Reflects depreciation of fixed assets and amortization of airport concessions and rights to use airport facilities.

(7)Based on net income attributable to controlling interest for each year and on, 398,967,758 weighted average common shares in 2010, 399,039,231 weighted average common shares in 2011, 399,060,153 weighted average common shares in 2012, 399,052,350 weighted average common shares in 2013 and 396,493,090 weighted average common shares in 2014.  Earnings per ADS are based on the ratio of eight Series B shares per ADS.

(8)Declared dividends per share for the period based on 400,000,000 shares.  Includes reimbursements of capital per share.

(9)Arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft).  Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).

(10)Aeronautical plus non-aeronautical revenues divided by terminal passengers for the period.  Expressed in pesos (not thousands of pesos).

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EXCHANGE RATES

 

The following table sets forth, for the periods indicated, the high, low, average and period-end free-market exchange rate expressed in pesos per U.S. dollar.  The average annual rates presented in the following table were calculated using the average of the exchange rates on the last day of each month during the relevant period.  The data provided in this table is based on noon buying rates published by the U.S. Federal Reserve for cable transfers in Mexican pesos.  All amounts are stated in pesos and have not been restated in constant currency units.  We make no representation that the Mexican peso amounts referred to in this annual report could have been or could be converted into U.S. dollars at any particular rate or at all.

 

Year Ended December 31,

 

High

 

Low

 

Period End

 

Average(1)

2009

 

15.41

 

12.63

 

13.06

 

13.50

For the Year Ended December 31,

 

High

 

Low

 

Period End

 

Average(1)

 

 

 

 

 

 

 

 

 

 

2010

 

13.19

 

12.16

 

12.38

 

12.62

 

13.19

 

12.16

 

12.38

 

12.62

 

2011

 

14.25

 

11.51

 

13.95

 

12.43

 

14.25

 

11.51

 

13.95

 

12.43

 

2012

 

14.37

 

12.63

 

12.96

 

13.15

 

14.37

 

12.63

 

12.96

 

13.15

 

2013

 

13.43

 

11.98

 

13.10

 

12.76

 

13.43

 

11.98

 

13.10

 

12.76

 

2014

 

14.79

 

12.85

 

14.75

 

13.30

 

October

 

13.25

 

12.77

 

13.00

 

12.99

 

13.57

 

13.39

 

13.48

 

13.48

 

November

 

13.24

 

12.87

 

13.11

 

13.06

 

13.92

 

13.54

 

13.92

 

13.61

 

December

 

13.22

 

12.85

 

13.10

 

13.01

 

14.79

 

13.94

 

14.75

 

14.52

 

2014:

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

January

 

13.46

 

13.00

 

13.36

 

13.22

 

15.01

 

14.56

 

15.01

 

14.70

 

February

 

13.51

 

13.20

 

13.23

 

13.29

 

15.10

 

14.75

 

14.94

 

14.92

 

March

 

13.33

 

13.07

 

13.09

 

13.20

 

15.58

 

14.93

 

15.25

 

15.24

 

April (through April 15)

 

13.13

 

12.95

 

13.10

 

13.05

April (through April 17)

 

15.36

 

14.80

 

15.32

 

15.10

 

 

(1)          Average of month-end rates or daily rates, as applicable.

 

Source:  U.S. Federal Reserve noon buying rate.

 

Except for the period from September through December 1982, during a liquidity crisis, the Mexican Central Bank has consistently made foreign currency available to Mexican private-sector entities (such as us) to meet their foreign currency obligations.  Nevertheless, in the event of renewed shortages of foreign currency, there can be no assurance that foreign currency wouldmay not continue to be available to private-sector companies, or thatand we may not be able to purchase foreign currency needed by usthat we need to service foreign currency obligations or to import goods could be purchased in the open market without substantial additional cost.

 

Fluctuations in the exchange rate between the peso and the U.S. dollar will affect the U.S. dollar value of securities traded on the Mexican Stock Exchange (Bolsa Mexicana de Valores), and, as a result, will likely affect the market price of the ADSs.  Such fluctuations will also affect the U.S. dollar conversion by the depositary of any cash dividends paid in pesos.

 

On December 31, 2013, the U.S. Federal Reserve noon buying rate was Ps. 13.10 per U.S.$ 1.00.  On April 15, 2014, the U.S. Federal Reserve noon buying rate was Ps. 13.1014.75 per U.S.$ 1.00.  On April 17, 2015, the U.S. Federal Reserve noon buying rate was Ps. 15.32 per U.S.$ 1.00.

 

For a discussion of the effects of fluctuations in the exchange rates between the peso and the U.S. dollar, see “Item 10.  Additional Information—Exchange Controls.”

 

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RISK FACTORS

 

Risks Related to the Regulation of Our Business

 

We provide a public service regulated by the Mexican government, and our flexibility in managing our aeronautical activities is limited by the regulatory environment in which we operate.

 

Our aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries.  In 2011, 2012, 2013 and 2013,2014, approximately 67.0%67.9%, 67.8%66.4% and 66.4%67.9%, respectively, of our total revenues, and approximately 76.1%75.6%, 75.6%74.0% and 74.0%, respectively, of the sum of our aeronautical and non-aeronautical revenues were earned from aeronautical services, which are subject to price regulation under our maximum rates.  These regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse effect on our business, results of operations, prospects and financial condition.  In addition, several of the regulations applicable to our operations that affect our profitability are authorized (as in the case of our master development programs) or established (as in the case of our maximum rates) by the Ministry of Communications and Transportation for five-year terms.  We generally do not have the ability to unilaterally change our obligations (such as the investment obligations under our master development programs or the obligation under our concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term.  In addition, there can be no assurance that this price regulation system will notmay be amended in the future in a manner that would cause additional sources of our revenues to be regulated.

 

Our maximum rates and annual efficiency adjustments will be renegotiated in 2015.

 

In 2015, the Ministry of Communications and Transportation will set our maximum rates and annual efficiency adjustments for 2016 through 2020.  For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4.  Information on the Company—Regulatory Framework—Revenue Regulation.”  We are unable to predict what our maximum rates or annual efficiency adjustments will be for the period from 2016 to 2020.  Any changes to our maximum rates or annual efficiency adjustments for this period may have a material adverse impact on our business, results of operations, prospects and financial condition.

 

We cannot predict how the regulations governing our business will be applied.

 

Many of the laws, regulations and instruments that regulate our business were adopted or became effective in 1999, and there is only a limited history that would allow us to predict the impact of these legal requirements on our future operations.  In addition, although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our concessions, the Mexican Airport Law and its regulations or other applicable laws, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges.  We cannot assure you that we will notmay encounter difficulties in complying with these laws, regulations and instruments.

 

When determining our maximum rates for the next five-year period (from 2016 to 2020), the Ministry of Communications and Transportation may be solicited by different entities (for example, the Mexican Federal Competition Commission (Comisión Federal de Competencia, or the “Competition Commission”) and the carriers operating at our airports) to modify our maximum rates, thus reducing our profitability.  Therefore, there can be no assurance that the laws and regulations governing our business, including the rate-setting process and the Mexican Airport Law, will notmay change in the future or be applied or interpreted in a way that could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

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Additionally, the Ministry of Communications and Transportation has announced that it intends to establish a new, independent regulatory agency, the Federal Agency of Civil Aviation, that is expected to serve a similar role as the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil) of establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. We cannot predict whether or when this new agency will be organized, the scope of its authority, the actions that it will take in the future or the effect of any such actions on our business.

 

On February 20, 2014, a bill was introduced in Mexico’s Congress to amendof the new Federal Economic Competition Law (Ley Federal de Competencia Económica). was submitted to Mexico’s Congress in furtherance and as a result of certain amendments to Mexico’s Constitution passed in 2013.  The bill was approved by the House of Deputiesenacted and published on March 25, 2014 and has been passed to the Senate for review.  If approved, theMay 23, 2014.  The new law would grant more powergrants broader powers to the Mexican Competition Commission, including the abilityabilities to regulate essential facilities, order the divestment of assets and eliminate barriers to competition set higher finesin order to promote access to the market.  The new law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the Federal Economic Competition Law, which includes important changes to rules governing mergerslaw, increases the amount of fines that may be imposed for violations of the law and anti-competitive behavior, and limitlimits the availability of legal defenses against the application of the law.

As of April 15, 2014, the bill has not been approved.  If the bill is approved and the  The Mexican Competition Commission determinesmay therefore determine that any of the services that we provide at our airports are deemed essential we could be requiredand require us to implement significant changes to our business operations and thus generate a significant impact on our results of operations. We cannot predict if the new bill will be approved or the terms in which it will be approved. We also cannot predict the impact it would have on our business.

 

Our business is dependent upon international regulations that affect Mexican airlines.

 

The U.S. Federal Aviation Administration (“FAA”) evaluates the legal framework for civil aviation and issues related to the monitoring, staff training and inspection processes related to regulations issued by the International Civil Aviation Organization, an agency of the United Nations Organization (“ICAO”).

 

On July 30, 2010, the FAA downgraded Mexico’s aviation safety rating from an ICAO Category 1 rating to an ICAO Category 2 rating, as a result of the FAA’s visit to the Mexican Bureau of Civil Aviation between January and July 2010.  The downgrade was attributable to an insufficient number of flight inspectors and administrative and organizational elements in the Mexican Bureau of Civil Aviation.

 

The consequences of the downgrade from a Category 1 rating to a Category 2 rating were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the United States and that the international routes of Mexicana de Aviación would not be flown by any Mexican carrier with a Category 2 rating.

 

Mexico regained its Category 1 safety rating on December 1, 2010; however, we cannot be sure that Mexico will notmay be downgraded in the future, and we cannot be certain of how long this Category 1 rating will be maintained.

 

The regulations pursuant to which the maximum rates applicable to our aeronautical revenues are established do not guarantee that our consolidated results of operations, or the results of operations of any airport, will be profitable, or that we will realize our expected return on investment.

 

The regulations applicable to our aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one

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terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from services subject to price regulation.  For a discussion of the framework for establishing our maximum rates and the application of our rates, see “Item 4.  Information on the Company—Regulatory Framework—Revenue Regulation.”  In December 2010, the Ministry of Communications and Transportation determined, based

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on the terms of our concessions, the maximum rates for our airports from January 1, 2011 through December 31, 2015.  Under the terms of our concessions, there is no guarantee that the results of operations of any airport will be profitable.  We may not realize our expected return on investment from capital investments under the master development programs.

 

Our concessions provide that an airport’s maximum rates will be adjusted periodically for inflation (determined by reference to the Mexican producer price index, excluding fuel).  Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances including, among others, required capital investments not foreseen in the master development programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession tax payable by us, our concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that certain limited events specified in our concessions have occurred.  Therefore, there cansuch a request may not be no assurance that any such request would be granted.granted in the future.  If a request to increase an airport’s maximum rates is not granted, and we are impacted by the circumstances that led to the request, our results of operations and financial condition could be adversely affected, and the value of Series B shares and ADSs could decline.

 

If we exceed the maximum rate at any airport at the end of any year, we could be subject to sanctions.

 

Historically, we have set the prices we charge for aeronautical services at each airport in order to come as close as possible to its authorized maximum rate for that airport in any given year.  For example, in 2013,2014, our revenues subject to maximum rate regulation represented approximately 99.1%99.5% of the amounts we were entitled to earn under the maximum rates for all of our airports.  There can be no assurance that we willWe may not be able to establish prices in the future that allow us to collect substantially all of the revenues we are entitled to earn from services subject to price regulation.

 

The specific prices we charge for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican producer price index (excluding fuel), the Mexican consumer price index and the value of the peso relative to the U.S. dollar.  These variables are outside of our control.  Our projections could differ from the applicable actual data, and, if these differences occur at the end of any year, they could cause us to exceed the maximum rate at any one or more of our airports during that year.

 

If we exceed the maximum rate at any airport at the end of any year, the Ministry of Communications and Transportation may assess a fine and may reduce the maximum rate at that airport in the subsequent year.  The imposition of sanctions for violations of certain terms of a concession, including for exceeding an airport’s maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times.  In the event that any one of our concessions is terminated, our other concessions may also be terminated.  For a discussion of events that may lead to a termination of a concession, see “Item 4.  Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

 

Depreciation of the peso may cause us to exceed our maximum rates.

 

We aim to charge prices that are as close as possible to our maximum chargeable rates, and we are entitled to adjust our specific prices only once every six months for inflation (or earlier upon a cumulative increase of 5% in the Mexican producer price index (excluding fuel)).  However, we generally

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collect passenger charges from airlines 30 to 60 days following the date of each flight.  The tariffs for the services that we provide to international flights or international passengers are generally denominated in U.S. dollars but are paid in Mexican pesos based on the average exchange rate for the month prior to each flight.  Accordingly, depreciation of the peso, particularly late in the year, could cause us to exceed the

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maximum rates at one or more of our airports, which could lead to the imposition of fines and the subsequent termination of one or more of our concessions.  The peso has historically experienced significant volatility.    From December 30, 2010, to December 30, 2011, the peso depreciated by approximately 12.7%, from Ps. 12.38 per U.S.$ 1.00 on December 30, 2010, to Ps. 13.95 per U.S.$ 1.00 on December 30, 2011.  From December 30, 2011 to December 31, 2012, the peso appreciated by approximately 7.1%, from Ps. 13.95 per U.S.$ 1.00 on December 30, 2011, to Ps. 12.96 per U.S.$ 1.00 on December 31, 2012.  From December 31, 2012 to December 31, 2013, the peso depreciated by approximately 1.1%, from Ps. 12.96 per U.S.$ 1.00 on December 31, 2012, to Ps. 13.10 per U.S.$ 1.00 on December 31, 2013.  From December 31, 2013 to December 31, 2014, the peso depreciated by approximately 12.6%, from Ps. 13.10 per U.S.$ 1.00 on December 31, 2013, to Ps. 14.75 per U.S.$ 1.00 on December 31, 2014.  On April 15, 2014,17, 2015, the exchange rate was Ps. 13.1015.32 per U.S.$ 1.00.

 

The Mexican government may terminate or reacquire our concessions under various circumstances, some of which are beyond our control.

 

Our concessions are our principal assets, and we would be unable to continue operations without them.  A concession may be revoked by the Mexican government for certain prescribed reasons, including the failure to comply with our master development programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, the failure to pay damages resulting from our operations, the failure to keep our rates from exceeding our maximum rates or the failure to comply with any other material term of our concessions.  Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times.  Violations of other terms of a concession can result in the immediate termination of the concession.  Our concessions may also be terminated upon our bankruptcy or insolvency.  Violations of the Mexican Airport Law or its regulations could result in similar sanctions.  In the event that any one of our concessions is terminated, our other concessions may also be terminated.  For a discussion of events that may lead to a termination of a concession, see “Item 4.  Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

 

Under applicable Mexican law and the terms of our concessions, our concessions may also be made subject to additional conditions, including under our renewed master development programs, which we may be unable to meet.  Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions.

 

The Mexican government may also terminate one or more of our concessions at any time through reversion, if, in accordance with applicable Mexican law, it determines that it is in the public interest to do so.  The Mexican government may also assume the operation of any airport in the event of war, public disturbance or a threat to national security.  In addition, in the case of a force majeure event, the Mexican government may require us to implement certain changes in our operations.  In the event of a reversion of the public domain assets that are the subject of our concessions, the Mexican government under Mexican law is required to compensate us for the value of the concessions or added costs based on the results of an audit performed by appraisers or, in the case of a mandated change in our operations, the cost of that change.  Similarly, in the event of an assumption of our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages.  There can be no assurance that we wouldWe may not receive compensation equivalent to the value of our investment in or any additional damages related to our concessions and related assets in the event of such action.

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In the event that any one of our concessions is terminated, whether through revocation or otherwise, our other concessions may also be terminated.  Thus, the loss of any concession would have a material adverse effect on our business and results of operations.

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The Mexican government could grant new concessions that compete with our airports.

 

The Mexican government could grant additional concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with our airports.

 

On February 6,5, 2014, the Mexican government announced in the Official Gazette of the Federation that the Ministry Communications and Transport granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles).  The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V.  The Bocoyna airport is expected to operate daily public and private domestic flights.  The airport has an ICAO Category 3C rating and could present competition to our airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua.  The SecretaryMinistry of Communications and Transport has the capacity to upgrade the category of the airport depending on improvements to infrastructure made by the concessionaire or could downgrade the category if the concessionaire does not maintain adequate conditions in the airport. To date, the airport has not announced the commencement date of operations.

 

In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession.  Historically, Aeropuerto del Norte has been used solely for general aviation operations.  The state of Nuevo León has requested in the past that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations.  To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession.  However, there can be no assurance that the Ministry of Communications and Transportation will notmay authorize such an amendment and that commercial aviation flights will notmay operate from Aeropuerto del Norte in the future.

 

Any competition from other such airports could have a material adverse effect on our business, results of operations, prospects and financial condition.  Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process.  In the event that a competing concession is offered in a public bidding process, we cannot assure you that we wouldmay not participate in such a process, or that we would bemay not successful if we were to participate.  Please see “Item 4.  Information on the Company—Regulatory Framework—Grants of New Concessions” below.

 

Risks Related to Our Operations

 

Our business could be adversely affected by a downturn in the global economy, particularly with regard to the U.S. economy.

 

The global economic and financial crisis in 2009 led to high volatility and lack of liquidity in the global credit and other financial markets.  These downturns in the U.S. and global economies led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, decreased market valuations, increased market volatility, high financial risk premiums and a widespread reduction of business activity generally, in the U.S. and global economies.  These conditions also limited the availability of credit and increased financial costs for companies around the world, including in Mexico and the United States.

 

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During the second half of 2011, global economic growth decreased due to persistent weaknesses such as the jobs crisis in the United States, the sovereign-debt crises in the Eurozone, which worsened during this period, fiscal problems and the declining prospects for economic growth, especially in

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developed economies.  Concerns have been raised by the European Central Bank that the recent financial crisis in Europe may dampen economic activity and, therefore, the economic recovery of the United States.  In 2010, the U.S. economy showed improvement, with the gross domestic product increasing at an annualized real rate of 2.9% and our international passenger traffic increasing by 6.7%.  In 2011, the recovery of the U.S. economy slowed slightly, with the gross domestic product increasing at an annualized real rate of 1.7% and our international passenger traffic decreasing by 7.4%.  In 2012, the recovery of the U.S. economy improved slightly, with the gross domestic product increasing at an annualized real rate of 2.2% and our internal passenger traffic increasing by 2.3%.  In 2013, the U.S. economy continued to improve, with the gross domestic product increasing at an annualized rate of 2.7% and our international passenger traffic increasing 0.4%.  The Congressional Budget Office forecasts that the real GDP will grow by 3.1%3.0% in 2014,2015, the largest rise in nearly a decade.  Our business is particularly dependent on the condition of the U.S. economy and is particularly influenced by trends in the United States relating to leisure travel, consumer spending and international tourism.  In 2013, 81.6%2014, 80.8% of the international passengers served by our airports arrived or departed on flights originating in or departing to the United States.

 

These weaknesses in the U.S. and global economies continued during 2012 and 2013, despite moderate economic recovery in the Eurozone and U.S. economic stabilization.  In the event of a recession, developing countries, which had largely rebounded from the economic and financial crisis in 2009, would be impacted through trade and financial channels.  According to the Mexican National Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía), in 2013,2014, exports from Mexico to the United States represented approximately 78.8%80.2% of Mexican exports, 32.0%28.9% of foreign direct investment in Mexico originated in the United States, and secondary income, which includes government and private remittancestransfers, received from the United States were approximately U.S.$ 12,478 million,13.9 billion, according to the U.S. Bureau of Economic Analysis.

 

As the demand for aeronautical services in Mexico is substantially dependent on the performance of the Mexican economy, which is in turn highly dependent on the performance of the U.S. economy, a further downturn in the U.SU.S. economy could cause a material adverse effect on our business, results of operations, prospects and financial condition.  More generally, further downturns in the global economy and/or in the Mexican economy would also adversely affect our business, results of operations, prospects and financial condition.  See also “—Risks Related to Mexico—Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments in Mexico will adversely affect our business and results of operations.”

 

Our revenues are highly dependent on levels of air traffic, which depend on factors beyond our control.

 

Our revenues are closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports.  These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services.  Passenger and cargo traffic volumes and air traffic movements depend on many factors beyond our control, including an economic downturn in Mexico, the United States and globally, the political situation in Mexico and elsewhere in the world, the attractiveness of our airports relative to that of other competing airports, fluctuations in fuel prices (which could cause airlines to increase tariffs and have a negative impact on traffic as a result of increased fuel costs) and, changes in regulatory policies applicable to the aviation industry.  industry and an increase or decrease in Mexican airlines’ fleets.

Any decreases in passenger and cargo traffic volumes and the number of air traffic movements

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to or from our airports as a result of these factors could adversely affect our business, results of operations, prospects and financial condition.

 

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Our business is highly dependent on the operations of Mexico City International Airport.

 

In 2011, 2012, 2013 and 2013,2014, approximately 51.5%52.5%, 52.5%51.6% and 51.6%51.5%, respectively, of our domestic passengers flew to or from our airports via Mexico City International Airport.  As a result, our domestic traffic is highly dependent upon the operations of Mexico City International Airport.

 

In 2013,2014, domestic passenger traffic to and from Mexico City International Airport increased 4.6%mainly as a result of increased passenger traffic toan increase in flight frequencies by Volaris, Interjet and from Reynosa, Mazatlán, Acapulco and Torreón.  We cannot assure you that theVivaAerobus.  The airport’s operations willmay not decreaseremain at existing levels or increase in the future.

 

Terrorist attacks have had a severe impact on the international air travel industry, have adversely affected our business and may continue to do so in the future.

 

As with all airport operators, we are subject to the threat of terrorist attacks.  The terrorist attacks on the United States on September 11, 2001, had a severe adverse impact on the air travel industry, particularly on U.S. carriers and on carriers operating international service to and from the United States.  Airline traffic in the United States fell precipitously after the attacks.  Our terminal passenger volumes declined 5.8% in 2002 as compared to 2001.  Any future terrorist attacks involving one of our airports, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.  Among other consequences, airport operations would be disrupted or suspended during the time necessary to conduct rescue operations, investigate the incident and repair or rebuild damaged or destroyed facilities, and our future insurance premiums would likely increase.  In addition, our insurance policies do not cover all losses and liabilities resulting from terrorism.  Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.

 

Because a substantial majority of our international flights involve travel to and from the United States, we may be required to comply with security directives of the FAA in addition to the directives of Mexican aviation authorities.  On March 29, 2013,May 1, 2014, the Mexican Bureau of Civil Aviation published mandatory circular CO SA —7.2/SA-17.2/10 R2,R3, which requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines.  Security measures taken to comply with future security directives or in response to a terrorist attack or threat could reduce passenger capacity at our airports due to increased passenger screening and slower security checkpoints and increase our operating costs, which would have an adverse effect on our business, results of operations, prospects and financial condition.

 

International events could have a negative impact on international air travel.

 

Historically, a substantial majority of our revenues have been derived from aeronautical services, and our principal source of aeronautical services revenues is passenger charges.  Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals we operate, collected by the airlines and paid to us.  In 2011, 2012, 2013 and 2013,2014, passenger charges represented 54.4%55.8%, 55.8%54.2% and 54.2%55.5%, respectively, of our total revenues and 61.7%62.1%, 62.1%60.5% and 60.5%60.4%, respectively, of the sum of our aeronautical and non-aeronautical revenues.  Events such as the conflicts in the Middle East and public health crisiscrises such as the Severe Acute Respiratory Syndrome, or SARS crisis, and the Influenza A(H1N1) crisis and the Ebola crisis have negatively affected in the past the frequency and pattern of air travel worldwide.

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On April 30, 2009, former President Felipe Calderón Hinojosa issued a presidential decree instructing Mexicans to remain in their homes for a period of five days to reduce the spread of the Influenza A(H1N1) virus.  The former president also requested that travel should continue to operate subject to special passenger measures, including the use of thermographic cameras to prevent the spread of the A(H1N1) virus.  As a consequence of the presidential decree and public concerns, many people chose to cancel or delay scheduled travel, producing a reduction in passenger traffic and operations during the second quarter of 2009.  Although the World Health Organization recommended that borders remain open and international travel remain unrestricted, these factors affecting passenger traffic continued without change.

 

Because our revenues are largely dependent on the level of passenger traffic in our airports, any general increase of hostilities relating to reprisals against terrorist organizations, further conflict in the Middle East, further outbreaks of health epidemics such as SARS, Influenza A(H1N1) and Ebola, or other international events of general concern (and any related economic impact of such events) could result in

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decreased passenger traffic and increased costs to the air travel industry and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition.

Adverse domestic events could negatively impact our operations.

On November 20, 2014, a peaceful demonstration in the city of Acapulco, in which demonstrators marched toward the Acapulco airport, generated minor flight delays and cancellations.  On February 24, 2015, demonstrators marched on the access road to the Acapulco airport and blocked access to the airport, which caused a number of passengers to miss their flights, though the airport continued to operate regularly.  Although the airport facilities were not materially damaged during these demonstrations, future demonstrations and riots taking place in cities where our airports are located and where they are either a potential target or in the path of such demonstrations could generate flight cancellations and the suspension of our operations and could materially adversely affect our business, results of operations, prospects and financial condition.

 

High incidences of crime in Mexico, including extortion and drug trafficking in particular, could adversely affect our business.

 

Higher incidences of crime throughout Mexico, including extortion and drug trafficking in particular, could have an adverse effect on our business, results of operations, prospects and financial condition, as it may decrease the international passenger traffic directed to Mexico from abroad.  The travel warning issued by the U.S. Department of State (Bureau of Consular Affairs) on January 9, 2014April 13, 2015 (the “Travel Warning”) urges U.S. citizens to defer non-essential travel to the states of Nuevo León (except the metropolitan area of Monterrey), Tamaulipas, the eastern edge of the state of Sonora, which borders the state of Chihuahua, the state of Chihuahua (except the business and shopping districts in the northeast section of Ciudad Juárez and its major industrial parks, and the central downtown section and major industrial parks in the city of Chihuahua), the states of Coahuila, Sinaloa (except the city of Mazatlán), Durango (except the city of Durango), Zacatecas (except the interior of the state and in the city of Zacatecas) and San Luis Potosí (except the city of San Luis Potosí), the northwestern and southern portions of the state of Guerrero (except the cities of Acapulco, Ixtapa and Zihuatanejo, and Ixtapa)where traveling by cruise ship or by air is recommended), areas of the state of Jalisco that border the states of Michoacán (except the cities of Morelia and Lázaro Cardenas), theZacatecas, areas of the state of Nayarit that border the states of Sinaloa or Durango (as well as rural areas and secondary highways), Sinaloa (except the areascity of Mazatlán), the eastern edge of Sonora, which borders the state of Colima that borderChihuahua (as well as the statecity of MichoacáCiudad Obregón and the areassouth of the statecity of Jalisco that border the states of Michoacán and Zacatecas,Navojoa), among others, and to be aware of safety and security when visiting these cities and other regions, such as the metropolitan area of Monterrey, the cities of Mazatlán, Zacatecas, Acapulco, Zihuatanejo and Ixtapa and the states of Baja California, Morelos, Aguascalientes and Veracruz.several states.  The Travel Warning highlights the special concern regarding the situation in Ciudad Juárez, Chihuahua and surrounding areas and notes that, in Monterrey,while the level of organized crime-related violence and general insecurity in Monterrey has remained high.decreased substantially within the last two years, sporadic incidents of violence have occurred.

 

Increases in international fuel prices could adversely affect our business and results from operations.

 

InternationalAlthough international fuel prices, which represent a significant cost for airlines using our airports, have increaseddecreased in recent years.  In previous years, thesemonths, in the past, increased costs were among the factors leading to cancellations of routes, decreases in frequencies of flights and in some cases even contributed to filings for bankruptcy by some airlines.  Anairlines in previous years.  Any increase in international fuel prices could have an adverse effect on our results of operations and financial condition.

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Our revenues and profitability may be adversely affected if we fail in our business strategy.

Our ability to increase revenues and profitability will depend in part on our business strategy, which consists of increasing passenger and cargo traffic at our airports and increasing revenues from commercial, diversification and complementary activities.

Our ability to increase non-aeronautical revenues is, among other factors, significantly dependent upon increasing passenger traffic at our airports and the profitability of other non-aeronautical businesses, such as our Terminal 2 NH Hotel.  We cannot assure you that we will be successful in implementing our strategy of increasing our passenger and cargo traffic or revenues from other non-aeronautical activities.  The passenger traffic volume in our airports depends on factors beyond our control, such as the attractiveness of the commercial, industrial and tourist centers that the airports serve.  Accordingly, there can be no assurance that the passenger traffic volume in our airports will increase.

 

We could be exposed to additional risks if we pursue business opportunities in other countries.

 

From time to time, we may consider strategic participation in airport assets located in other countries.  We may evaluate international expansion opportunities through capital investment in other concessions.  Expansion into a market outside of Mexico could require significant capital expenditures.  If we pursue an international expansion opportunity, we could face internal or external risks, including, without limitation:  (i) a lack of market experience in the relevant country, (ii) foreign exchange and economic volatility, (iii) the dedication of significant management resources to executing the international operation and (iv) exposure to risks inherent to doing business in the relevant country.  Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a

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material adverse effect on our business, results of operations, prospects and financial condition, including our capital structure.

 

We may not fully recover our investment for the acquisition of the Terminal 2 NH Hotel.

 

In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero T2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease with Mexico City International Airport that expires in 2027.2029.  A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.  The Terminal 2 NH Hotel opened in August 2009.  The net amount of our investment in the Terminal 2 NH Hotel as of December 31, 2013,2014, was Ps. 294,218279,800 thousand.

 

Part ofIn September 2014, the value of our investment in Terminal 2 offederal government presented the new Mexico City International Airport reflectsproject, which will be built on 4,430 hectares (17.1 square miles) of land owned by the airport’s status as thefederal government located in the proximityeastern part of the Mexico City.  If aValley.  The new airport were towill be built near Mexico City,in several stages.  The first stage consists of three runways with the ability to have simultaneous operations and a capacity to transport 50 million passengers annually.  The current Mexico City International Airport could therefore be closed and we wouldclosed; therefore, have no assurance as to our abilitymay not be able to continue operating the hotel and the commercial space, which could impact or our ability to recover our investment.  In addition, under certain circumstances, the operating lease agreement with Mexico City International Airport can be terminated by Mexico City International Airport with partial or no compensation to us.  Should a newIf the current Mexico City airport be constructedis closed, or shouldthe Mexico City International Airport terminateterminates our operating lease agreement, there couldwe may not be no assurances as to our abilityable to fully recover our investment in the Terminal 2 NH Hotel.

 

As a new business endeavor, theThe Terminal 2 NH Hotel faces the challenge of maintaining enough market participation as it continues with its operations.  We cannot assure you that theThe occupancy rate of the hotel willmay not be sufficient to recover our investment.  As ofFor the year ended December 31, 2013,2014, annual average occupancy decreased to 79.6% from 82.5% in 2013.  Additionally, total revenues amounted to Ps. 176,510195,742 thousand, as compared to Ps. 158,477176,510 thousand in 2012, due principally to an increase in the annual2013, and average raterates per room  fromwere Ps. 1,4781,817 in 20122014, as compared to Ps. 1,619 in 2013 and an increase in the

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annual average occupancy rate from 79.3% in 2012 to 82.5%.  We cannot assure you that the2013.  The occupancy rate of the hotel or that the annual average rate willmay not continue to increase or that it will notmay decrease.

 

Competition from other tourist destinations could adversely affect our business.

 

The principal factor affecting our results of operations and business is the number of passengers using our airports.  The number of passengers using our airports (particularly the Acapulco, Mazatlán and Zihuatanejo airports) may vary as a result of factors beyond our control, including the level of tourism in Mexico.  In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancún, Puerto Vallarta and Los Cabos, or elsewhere, such as Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America.  The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of Mexico.  There can be no assurance that tourismTourism levels may decrease, and therefore the number of passengers using our airports in the future willmay not exceed or match or exceed current levels, which could have a direct and indirect impact on our aeronautical and non-aeronautical revenues.

 

Our business is highly dependent upon revenues from sixseven of our airports and could be adversely impacted by any condition affecting those airports.

 

In 2013,2014, approximately 72.6%76.0% of the sum of our aeronautical and non-aeronautical revenues, were generated from sixseven of our 13 airports.  The Monterrey airport generated the most significant

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portion of our revenues.  The following table lists the percentage of totalthe sum of aeronautical and non-aeronautical revenues generated at our airports, including the percentage of total revenues generated by our hotel services:

 

Airport

 

For Year Ended
December 31,
2013 2014

Monterrey

 

44.6%

CuliacánMonterrey

8.0%44.6%

ChihuahuaCuliacán

7.6%

Chihuahua

5.8%

Mazatlán

5.6%

Mazatlán

5.4%

Ciudad Juárez

 

4.4%

Tampico

4.2%

Acapulco

 

4.2%4.1%

SevenSix other airports, Terminal 2 NH Hotel, Servicios Complementarios del Centro Norte and OMA Logística

27.4%23.9%

Total

 

100.0%100.0%

 

As a result of the substantial contribution to our revenues from these sixseven airports, any event or condition affecting these principal airports could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.

 

If any conflicts with our employees were to arise, including with our unionized employees (which accounted for 56.1%56.7% of our total employees as of December 31, 2013)2014), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

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Our unionized employees are represented by a national union of airport workers that operates throughout Mexico.  To the extent that any unionized airport workers throughout the country successfully negotiate different employment terms than those we offer at our airports, our operations could be adversely affected by union activities, including organized strikes or other work stoppages.  In addition, we could be required to increase our labor expenses to match the terms agreed by the union with other Mexican airport operators.

 

Our operations depend on certain key airline customers, and the loss or suspension of operations of one or more of them could result in a loss of a significant amount of our revenues.

 

Of the total aeronautical revenues generated at our airports in 2013,2014, Aeroméxico and its affiliates represented 31.5%26.6%, VivaAerobus represented 17.7%18.9%, Interjet represented 17.4%, and InterjetVolaris represented 15.9%11.0%.  In recent years, discount carriers, charter carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market.  In 2013,2014, passengers traveling on discount, charter and low-cost carriers, such as VivaAerobus, Interjet and Volaris, accounted for approximately 51.9%47.3% of our commercial aviation passenger traffic.

 

AMR Corporation, the parent company of American Airlines and American Eagle, generated 3.4% of the sum of our aeronautical and non-aeronautical revenues from January 1, 2013, to December 31, 2013, of which American Airlines accounted for 3.3% and American Eagle accounted for 0.1%.  As a percentage of our total passenger traffic, AMR Corporation generated 3.1%, of which American Airlines accounted for 2.1% and American Eagle accounted for 1.0% during the same period.

On November 29, 2011, AMR Corporation announced that AMR Corporation and certain of its U.S.-based subsidiaries filed voluntary petitions for Chapter 11 reorganization in the U.S. Bankruptcy Court for the Southern District of New York.  The same day, the U.S. Bankruptcy Court for the Southern District of New York granted approval of a series of motions to help facilitate American Airlines and American Eagle’s continued normal business operations throughout the reorganization process.  AMR Corporation was granted the exclusive right to propose its own plan of reorganization.  On February 14, 2013, AMR Corporation and US Airways announced that they had signed an agreement to merge.  The merger was effected pursuant to AMR Corporation’s plan of reorganization for itself and certain of its affiliates as part of their Chapter 11 reorganization.  Both companies created a new combined company under the name of American Airlines Group, Inc., which is publicly traded.

Grupo Mexicana, which comprises Mexicana de Aviación, ClickMexicana and MexicanaLink, operated 24 routes at 12 of our 13 airports in July 2010, prior to the bankruptcy filing of Mexicana de Aviación.  On August 3, 2010, Mexicana de Aviación announced that it filed for bankruptcy protection (concurso mercantil) before the 11th Federal District Court in Mexico City and that it also sought bankruptcy protection in the United States.  On August 27, 2010, Grupo Mexicana announced the indefinite suspension of operations of Mexicana de Aviación, ClickMexicana and MexicanaLink.  During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación.  Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación.  Based on international traffic, Grupo Mexicana generated 13.1% of our traffic, of which Mexicana de Aviación accounted for 9.3%.  Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%.

As of April 15, 2014, the total amount owed to us by Grupo Mexicana amounted to approximately Ps. 145,845 thousand.  This amount was fully reserved in 2010 and remained reserved as of December 31, 2013.  We have not charged any further amount or generated any interest on the amount owed ever since.  In subsequent bankruptcy proceedings, Mexican courts have ordered the separation of a total of approximately Ps. 132,628 thousand in passenger charges in our favor from the bankruptcy

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proceedings of Mexicana de Aviación, ClickMexicana and MexicanaLink and ordered the airlines to pay us or to declare it legally impossible to execute the payment.  On April 4, 2014 a federal judge declared Grupo Mexicana bankrupt.  Grupo Mexicana will have to sell its remaining assets and pay creditors with the proceeds from such sale.  The union representing Grupo Mexicana flight attendants has declared that it will appeal the decision.  To date, we have not received any portion of the amount due to us.  These amounts may not be recovered from Grupo Mexicana, representing a cash flow risk.

None of our contracts with our airline customers obligate them to continue providing service from our airports and, we can offer no assurance that, if any of our key customers reduced their use of our airports, competing airlines wouldmay not add flights to their schedules to replace any flights no longer handled by our principal airline customers.  Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenues from our key customers.

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In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another (unless the flight originated outside Mexico), which limits the number of airlines providing domestic service in Mexico.  Accordingly, we expect to continue to generate a significant portion of our revenues from domestic travel from a limited number of airlines.

 

Mexico and the United States are party to a bilateral aviation agreement that was last amended on November 21, 2014 (as of April 23, 2015, the amendment has not been published in the Official Gazette of the Federation).  This amendment provides for the increase of services in existing routes between both nations, as well as the addition of new routes and an increase in the frequency of flights on existing routes.  The agreement also grants Mexican airlines the ability to further penetrate international markets.  This agreement may be modified in the future to provide for international airlines to operate domestic flights in our airports.  This amendment will not enter into force until January 1, 2016.

Due to increased competition, highervolatility in fuel prices and the general decrease in demand because of global volatility in the financial and exchange markets and economic crises, many airlines are operating in adverse conditions.  Further increases inShould fuel prices increase or in the event of other adverse economic developments, could cause one or more of our principal carriers tocould become insolvent, cancel routes, suspend operations or file for bankruptcy.  All such events could have a material adverse effect on our results from operations.

 

Revenues from passenger and other charges are not secured, and we may not be able to collect amounts invoiced in the event of the insolvency of one of our principal airline customers.

 

In recent years, many airlines have reported substantial losses.  In all cases, our revenues from passenger charges and other aeronautical services are secured by a performance bond or other types of guarantees; however, guarantees may not fully cover the amount owed by an airline at a certain date, such as the case of the amount owed to us by Grupo Mexicana.date.  In the event of the insolvency of any of these airlines, we would not be certain of the collection of any amounts invoiced to that airline in respect of passenger charges.

 

The main domestic airlines operating at our airports have in the past refused to pay certain increases in our specific prices for regulated aeronautical services and could refuse to pay additional increases in the future.

 

From January 2002 to November 2002, several domestic airlines operating at our 13 airports—Aeroméxico, Mexicana de Aviación, Aeromar and Aeroméxico Connect—refused to pay certain increases in our airport service charges.  As part of this dispute, these airlines brought proceedings challenging the privatization of the Mexican airport sector and the methodology for calculating the maximum rate system applicable under the privatization of all of the airport groups in Mexico.

 

Subsequently, we entered into an agreementa series of agreements with the Mexican National Air Transportation Board (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation (most recently in January 2013, covering the period from January 1, 2013 to December 31, 2015), pursuant to which we settled the existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines.  Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, to establish new routes and other measures expected to increase passenger traffic

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volume at our airports.  We subsequently entered into a new agreement covering the period from August 1, 2009, to December 31, 2011, but did not sign a new agreement with, or offer any incentive through, the National Air Transportation Board in 2012.  In January 2013, we signed a new agreement with the National Air Transportation Board covering the period from January 1, 2013 through December 31, 2015.  Historically, amounts paid under these agreements have not been material, and we do not expect the current agreement or any similar future agreements with the National Air Transportation Board to have a material effect on our results of operations.

 

Although passenger traffic volume (and therefore overall revenues) may increase, any agreed incentives and/or discounts offered to airlines as a means to prevent or settle any potential dispute could reduce our aeronautical revenues per terminal passenger in the future.  In addition, should any of our principal airline customers refuse to continue to make payment to us, or should they refuse to pay

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increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted by decreased cash flows from operations.

 

Our operations could be adversely affected due to changes in the collection of passenger charges.

 

Passenger charges are collected by the airlines and then paid to us on the basis of contracts entered into with each airline operating at our airports.  We cannot guarantee that all airlines will continue collecting the passenger charges for us.  Should one or more airlines stop collecting passenger charges for us, we would have to collect these charges directly ourselves, which would result in higher costs for us.

 

The operations of our airports may be affected by the actions of third parties, which are beyond our control.

 

As is the case with most airports, the operation of our airports is largely dependent on the services of third parties, such as air traffic control authorities, airlines and ground transportation providers.  We also depend upon the Mexican government or government entities for provision of services, such as electricity, supply of fuel to aircraft, air traffic control by immigration and customs services for our international passengers.  The disruption or stoppage of taxi or bus services at one or more of our airports could also adversely affect our operations.  We are not responsible for and cannot control the services provided by these parties.  Any disruption in, or adverse consequence resulting from, their services, including a work stoppage or other similar event, may have a material adverse effect on the operation of our airports and on our results of operations.

 

In addition, we depend on third-party providers of certain complementary services such as catering and baggage handling.  For example, Grupo Aeroméxico and Grupo Mexicana together controlled Servicios de Apoyo en Tierra, or SEAT, pursuant to a trust.  SEAT was at one time the largest provider of baggage and handling services at our airports.  In December 2010, the Mexican Bureau of Civil Aviation determined that SEAT did not fulfill the provisions of Article 54 of the Mexican Airport Law and ordered each of Grupo Aeroméxico and Grupo Mexicana to create a business association to provide themselves with complementary services and another separate business association to render services to third parties.  SEAT ceased operations on May 11, 2011.  Grupo Aeroméxico created the company Estrategias Especializadas de Negocios, S.A. de C.V., to provide itself with complementary services and also created the company Administradora Especializada en Negocios, S.A. de C.V., to render services to third parties.  Both companies have been authorized by the Mexican Bureau of Civil Aviation and are in operation as of May 12, 2011.  In the event that Grupo Mexicana resumes operations, the same requirements of the Mexican Bureau of Civil Aviation must be fulfilled if Grupo Mexicana decides to create companies to provide baggage and handling services.  If any service providers, including Administradora Especializada en Negocios, S.A. de C.V., were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves, either of which is likely to result in increased costs and have an adverse impact on our results of operations.

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We may be liable for property taxes as a result of claims asserted against us by certain municipalities.

 

Various municipalities have asserted administrative law proceedings against us for the payment of property taxes with respect to the real estate on which we operate our airports in those cities.  We have appealed all the administrative law proceedings against us and, while some have been dismissed by the relevant administrative authority, some are still pending.

 

Other Mexican airport operators contesting the assessment of similar property tax claims have been required to post surety bonds in connection with their challenge of those assessments.  If we are required to post similar surety bonds in the future, the terms of the surety bonds may restrict our ability to pay dividends or otherwise limit our flexibility.

 

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Future changes in applicable laws with respect to property taxes could have an adverse effect on us.

 

Changes to the Mexican Constitution and other laws on property taxes that could affect our business, results of operations, prospects and financial condition may be enacted in the future.  We cannot predict the amount of any future property tax liabilities or the criteria that would be used to determine them.  If such changes were to take effect, and any amounts owed were substantial, these tax liabilities could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

On DecemberNovember 19, 2014 and March 3, 2015 18, 2012, a, proposed amendmentamendments to Article 115 of the Constitution to eliminate airport concessions’the exemption from the payment of property taxes wasfor the use of public domain assets were filed before the House of Deputies (Cámara de Diputados).  The initiative was sent to the Constitutional Commission (Comisión de Puntos Constitucionales) of the House of Deputies for review.  As of April 15, 2014,23, 2015, no further legislative action had been taken with regard to this proposed amendment.  If adopted, this amendment could have a material impact on our business, results of operations, prospects and financial condition.

 

Recent reforms to the Mexican Constitutional Protection Law (Ley de Amparo) may cause a material adverse effect on our results of operations.

 

On April 2, 2013, amendments to the Mexican Constitutional Protection Law were published in the Mexican Official Gazette of the Federation (Diario Oficial de la Federación).Federation.  These amendments include, among others, new criteria for suspending acts by government authorities relating to concessions granted by the government.  Pursuant to this amendment, such a suspension will not be applied when it would impede the government’s ability to benefit from goods in the public domain.  It is possible that a judge would consider that our airports are government concessions intended for public use.  Therefore, if we are unable to obtain a suspension of a government act that we believe to be unconstitutional, our business, results of operations, prospects and financial condition could be adversely affected.

 

For instance, on November 19, 2013, the Apodaca municipality executed an inspection order and closed the commercial premises located in the Monterrey airport, which include a strip mall, gas station and industrial park, because they did not have multiple licenses for ground use and/or construction.  A constitutional claim (juicio de amparo) lawsuit was filed against these acts challenging this shutdown and the constitutionality of the municipal order.  The court granted a provisional suspension ordering that municipal authorities remove the barriers and enable the businesses to continue operations.  On October 14, 2014, the District Court ruled in favor of the Monterrey airport.  On November 19, 2014, the Apodaca municipality filed an appeal before the Federal Circuit Court against the judgment.

 

Additionally,On February 4, 2015, the Apodaca municipality notifiedfiled an appeal (recurso de revisión) with the airportFederal District Circuit Court to exercise its competence to hear and determine the appeal against the October 14, 2014 judgment of the District Court.  On March 6, 2015, the First Chamber of the Mexican Supreme Court decided to consider exercising its competence to hear the appeal.

Moreover, in a different official ruling that the closure actions were flawed and invalid.  Even though the municipality invalidated the closure actions and the official notices ordering such closure, it is not barred from enforcing them again.  If there is a new official request from the municipality, the lawsuit filed will be broadened and the constitutionality will be considered in the lawsuit.  As of April 15,February 2014, the final resolutionApodaca municipality filed a constitutional controversy lawsuit against the federal government for its approval of the Monterrey airport’s 2011-2015 master development program as well as the authorization of the construction projects, including the hotel at Terminal B, protected under amparo.  The Mexican Supreme Court agreed to hear the constitutional controversy claim but denied the Apodaca municipality’s petition for the suspension of the challenged authorizations.  However, this dispute remains pending.challenge was decided against the Apodaca municipality denying their petition to suspend the construction projects carried out at the Monterrey airport under the master development program.

 

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On February 18, 2015, the constitutional controversy claim was decided against the Apodaca municipality.  The judgment determined that the constitutional controversy claim was unfounded and declared the federal government’s authorizations to be valid.

 

Recent reforms to the Mexican Federal Labor Law (Ley Federal del Trabajo) may cause a material adverse effect on our results of operations.

 

Amendments to several articles of the Mexican Federal Labor Law became effective on November 30, 2012.  The Mexican Federal Labor Law had not been substantially modified since it was enacted in 1970.  The principal changes resulting from the amendments include:  (i) the creation of new models of employment (seasonal employment and employment following training); (ii) increased flexibility for termination of employment; (iii) a requirement that the monthly total of salaries paid on an hourly basis be no less than the minimum mandatory monthly wage in effect; (iv) the application of regulations under the Mexican Federal Labor Law to personnel employed by services companies; (v) an increase in labor inspectors’ power to review employers; (vi) the addition of sexual harassment and other abuses as justified causes for termination of employment; and (vii) a new profit-sharing scheme for employees.  Our business, results of operations, prospects and financial condition may be materially and adversely impacted as a result of increases in labor costs or modified labor conditions derived from the interpretation of the Mexican courts of the recent amendments to the Mexican Federal Labor Law.

 

Natural disasters could adversely affect our business.

 

From time to time, the Northern and Central regions of Mexico experience torrential rains, hurricanes (particularly during the months of July through September) and, depending on the region, earthquakes and volcanic activity.  In addition, the Mazatlán, Culiacán and Acapulco airports are susceptible to occasional flooding due to torrential rainfall.

 

Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports.  Any of these events could reduce our passenger and cargo traffic volume.  The occurrence of natural disasters in the destinations that we serve could adversely affect our business, results of operations, prospects and financial condition.

 

In July 2013, the equivalent of the average rainfall over a one-year period caused the overflow of Cacahuateles and Nogales rivers and the partial cessation of operations for 14 hours at the Chihuahua airport.  Additionally, in September 2013, Hurricane Manuel struck the Pacific coast of Mexico, affecting the Acapulco and Zihuatanejo airports.  The Acapulco airport ceased operations for five days and implemented “air bridge” operations to evacuate a total of 28,724 stranded passengers and did not collect fees from the airlines or passengers during these operations.  The costs related to the air bridge and damage to the physical facilities at the Acapulco, Chihuahua and Zihuatanejo airports as a result of these storms did not have any material impact on our financial results.  At the Acapulco airport, we had Ps. 51,561 thousand in estimated damages.

 

We have insurance for the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but we do not have insurance covering losses due to resulting business interruption.  Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will notmay exceed the pre-established limits on any of our insurance policies.

 

Our operations are at greater risk of disruption due to the dependence of several of our airports on a single commercial runway.

 

As is the case with many other domestic and international airports around the world, several of our airports, including the Culiacán, Mazatlán and Zihuatanejo airports, have only one commercial

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aviation runway.  We cannot assure you that theThe operation of our runways will notmay be disrupted due to required maintenance or repairs.  In addition, our runways may require unscheduled repair or maintenance due to natural disasters, aircraft accidents and other factors that are beyond our control.  The closure of

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any runway for a significant period of time could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

We are exposed to risk related to construction projects.

 

The building requirements under our master development programs could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to expand capacity at our airports, increase our operating or capital expenditures and could adversely affect our business, results of operations, prospects and financial condition.  Such delays or budgetary overruns also could limit our ability to comply with our master development programs, which are established as a necessary requirement to our concessions.

 

In accordance with applicable labor laws, subcontractors are required to register their employees with the Mexican Social Security Institute (Instituto Mexicano del Seguro Social), and anyone employing the services of subcontractors that have failed to comply with these laws is jointly liable for the payment of social security obligations as well as any applicable penalties.  Therefore, if subcontractors providing services at our airports do not have their employees registered at the Mexican Social Security Institute, we could be held jointly liable for the payment of social security obligations that such contractors may have, as well as any applicable penalties.

 

We are exposed to certain risks inherently associated with the rental of real property.

 

We are exposed to risks generally associated with properties rented to third parties, such as a decline in rental market demand, occupancy rates or rent levels, non-payment of minimum rent and royalties by tenants or a weakening of the real estate market.  Moreover, our real estate assets are located on or adjacent to our airports and serve a particular sector of the rental market, thus exposing us to fluctuations in this specific market.  Any of these risks could adversely affect the profitability of our real estate development activities and, consequently, our business results of operations, prospects and financial position.

 

We are exposed to the risk of non-performance by our subcontractors.

 

We subcontract certain services (including security and surveillance services, ramp-handling and baggage-handling services and checked-baggage services) necessary to conduct our operations.  The airport is obligated to provide some specific services, like ramp-handling services.  In the event that our subcontractors fail to perform their obligations under our agreements, we could incur extra costs in providing replacements and could be exposed to liability for operations that we may have to provide directly, which could adversely affect our business, results of operations, prospects and financial condition.

 

Our ability to expand certain of our airports and to comply with applicable safety guidelines could be limited by difficulties we encounter in acquiring additional land on which to operate our airports.

 

Certain guidelines established by the ICAO require the maintenance of a perimeter surrounding the land used for airport operations.  At several of our airports, we do not control portions of the land within the required perimeters.  If portions of such land adjacent to certain of our airports are developed by third parties in a manner that encroaches on the required perimeters, our ability to comply with applicable guidelines of the ICAO or to expand our airport operations could be adversely affected.  Also, the growth of certain cities in the proximity of our airports could limit our ability to expand our airports.

 

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To allow the future expansion of the Monterrey airport, in February and June 2007, March and May 2008, July and December 2009 and February, July and December 2010, we completed acquisitions

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of land surrounding the airport with an aggregate area of 777 hectares (3 square miles), including the construction of a second runway, for an aggregate price of Ps. 1,559,381 thousand (U.S.$ 121.3 million).  Improvements made to airport facilities at our expense may be recognized by the Mexican Bureau of Civil Aviation as part of the Company’s investment in the airport concession.  We received authorization from the Mexican Bureau of Civil Aviation to reallocate Ps. 386,538 thousand (amount expressed in nominal 2009 pesos) of our investment in this land to investments included in the 2011–2015 master development program for the Monterrey airport.  We cannot assure you that theThe remaining amount of the investments willmay not be recognized by the Ministry of Communication and Transportation in the future.

 

Our future profitability and growth will depend upon our ability to expand our airports in the future.  Potential limitations on our possibility of expansion, such as those described above, could restrict any such expansion and thus have a material adverse effect on the future profitability and growth of our business.

 

We are exposed to risks inherent to the operation of airports.

 

We are obligated to protect the public at our airports and to reduce the risk of accidents at our airports.  As with any company dealing with members of the public, we must implement certain measures for the protection of the public, such as fire safety in public spaces, design and maintenance of car parking facilities and access routes to meet road safety rules.  We are also obligated to take certain measures related to aviation activities, such as maintenance, management and supervision of aviation facilities, rescue and fire-fighting services for aircraft, measurement of runway friction coefficients, flood control at the Acapulco airport and measures to control the threat from birds and other wildlife on airport sites.  These obligations may require us to incur additional costs and could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations.

On April 13, 2010, an accident involving an Airbus A-300 cargo plane belonging to Aerotransportes de Carga Unión occurred at the Monterrey airport due to weather conditions.  On November 24, 2010, an accident involving a Mexican Air Force plane occurred at the Monterrey airport due to internal mechanical failures that resulted in several injuries.  Claims relating to these accidents have not been asserted against us.  These incidents led to increased security measures relating to hazardous materials and the development of an assistance plan for victims.

 

We are dependent on information technology, and our systems and infrastructure face certain risks, including cybersecurity risks.

 

We rely on a variety of information technology to manage our operations.  The proper functioning of these systems is critical to the efficient operation and management of our business.  In addition, these systems may require modifications or upgrades as a result of technological changes or growth in our business.  These changes may be costly and disruptive to our operations, and could impose substantial demands on management time.  Our systems may be vulnerable to damage or disruption caused by circumstances beyond our control, such as catastrophic events, power outages, natural disasters, computer system or network failures, viruses or malware, physical or electronic break-ins, unauthorized access and cyber-attacks.  Currently, our information systems are protected with backup systems, including physical and software safeguards located outside of our offices for protection purposes, and a cold site on certain systems to recover information technology operations; furthermore, we undertake other steps to secure our systems and electronic information from exogenous events.  These safety components reduce the risk of disruptions, failures or security breaches of our information technology infrastructure and are reviewed periodically by external advisors.  The measures that we take to secure our systems and electronic information may not be adequate.  Any such disruption, failure or security breach of our information technology infrastructure, including our back-up systems, could have a negative impact on our operations.

 

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Our insurance policies may not provide sufficient coverage against all liabilities.

 

While we seek to insure all reasonable risks, we can offer no assurance that our insurance policies wouldmay not cover all of our liabilities in the event of an accident, terrorist attack or other incident.  The markets for airport insurance

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and construction insurance are limited, and a change in coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage.  A certain number of our assets cannot, by their nature, be covered by property insurance (notably aircraft movement areas, and certain civil engineering works and infrastructure).  In addition, we do not currently carry business-interruption insurance.

 

Mexico’s environmental legislation could limit the growth of some of our airports.

 

There are areas protected by Mexican environmental laws within the grounds of the Acapulco and Zihuatanejo airports, and there are restrictions on any construction or development of any infrastructure within these areas.  According to the Mexican Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) norm NOM-059-2001, mangroves are protected species, and it is a criminal offense to remove such species.

 

For new buildings, extensions and/or modifications at airports that include a total or partial removal of forest vegetation for non-forest activities, it is necessary to obtain approval for a change in the use of the forest area, as provided by the Sustainable Forestry Development Act (Ley General de Desarrollo Forestal Sustentable).

 

The National Water Commission (Comisión Nacional del Agua) has the authority to restrict water use in some of our airports due to water shortage in the north of Mexico.  Airports such as Monterrey and Ciudad Juárez are affected by these regulations that could limit future growth of infrastructure and operations at those airports.

 

Several of our airports, such as Ciudad Juárez, Tampico and Torreón, are located in densely populated urban areas, which are subject to more restrictive environmental regulations (such as limitations on noise pollution and air emissions) that may limit our ability to expand.  This could adversely affect our results of operations.

 

Furthermore, the General Law on Climate Change (Ley General de Cambio Climático)  was adopted and published in the Official Gazette of the Federation on June 6, 2012, which, among other objectives: (i) regulates greenhouse gases and emissions so as to stabilize their concentrations in the atmosphere to a point where they will not increase climate change, in consideration of the goals set forth by the UN Framework Convention on Climate Change; (ii) promotes the education, research, development and technology transfer, innovation and promotion with respect to adapting to and mitigating climate change; and (iii) promotes the transition to a competitive, sustainable and low-carbon economy.

 

The regulations regarding climate change in effect or their enforcement may have a material adverse effect on our business, results of operations, prospects and financial condition.

 

Furthermore, compliance with future environmental regulations may require us to incur additional costs in order to bring our airports into compliance, and if we fail to comply with current or future environmental regulations, we may be subject to fines and other sanctions.

 

We are liable under Mexican law for inspection of passengers and their carry-on luggage.

 

Under the Mexican Airport Law, we are currently responsible for inspecting passengers and their carry-on luggage before they board any aircraft.  Under Mexican law, we may be liable to third parties for

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personal injury or property damage resulting from the performance of such inspection.  In addition, we may be required to adopt additional security measures in the future or undertake capital expenditures if

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security measures for carry-on luggage are required to be enhanced, which could increase our liability or adversely affect our operating results.

 

We may be subject to potential liability for screening checked baggage.

 

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives.  In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration (“TSA”)) is responsible for screening checked baggage.  We completed the purchase and installation of screening equipment in all of our airports to facilitate compliance with the new baggage-screening guidelines.  Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012.  On March 29, 2013,May 1, 2014, the Mexican Bureau of Civil Aviation published mandatory circular CO SA-17.2/10 R2,R3, which supersedes mandatory circular CO SA-17.2/10 R1R2 and requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines.  Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process.

 

We are exposed to risks related to handling cargo.

 

The air cargo system is a complex, multi-faceted network that handles a vast amount of freight, packages and mail carried aboard passenger and all-cargo aircraft.  The air cargo system is vulnerable to several security threats, including:  potential plots to place explosives aboard aircraft; illegal shipments of hazardous materials; criminal activities, such as smuggling and theft; and potential hijackings and sabotage by persons with access to aircraft.  Several procedural and technology initiatives to enhance air cargo security and detect terrorist and criminal threats have been put in place, such as an x-ray machine certified by the TSA in the bonded OMA Carga area at the Monterrey airport, or are under consideration.

 

We may be subject to risks related to the integrity of our facilities or the reduction of our cargo traffic volume.  The occurrence of such events could adversely affect our business, results of operations, prospects and financial condition.

 

Enforcing civil liabilities against us or our directors, officers and controlling persons may be difficult.

 

We are organized under the laws of Mexico, and all of our directors, officers and controlling persons reside in Mexico.  In addition, a substantial portion of our assets and the assets of our directors, officers and controlling persons are located in Mexico.  As a result, it may be difficult for investors to effect service of process on such persons within the United States or elsewhere outside of Mexico or to enforce judgments against us or our directors, officers and controlling persons, including in any action based on civil liabilities under U.S. federal securities laws.  There is doubt as to the enforceability in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts or other courts outside of Mexico, of liabilities based solely on U.S. federal securities laws.

 

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Risks Related to Our Shareholders

 

Aeroinvest, S.A. de C.V. (Aeroinvest), and Servicios de Tecnología Aeroportuaria, S.A. de C.V. (SETA), control our management, and their interests may differ from those of other shareholders.

 

Aeroinvest is the beneficial owner of 37.1%36.2% of our total capital stock.  Aeroinvest directly owns Series B shares representing 24.7%23.8% of our total capital stock and Series A shares of SETA representing 74.5% of its capital stock.  SETA in turn owns Series BB shares and Series B shares that collectively

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represent 16.7% of our capital stock.  Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present to our Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, our chief operating officer and our commercial director, and to elect three members of our Board of Directors.  SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management).  Additionally, most matters voted on by our Board of Directors require the affirmative vote of the directors appointed by our Series BB shareholders.  If at any time before June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, it would lose its veto rights (but its other special rights would be unaffected).  If at any time after June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights.  As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place.  Pursuant to our bylaws, the technical assistance agreement entered into with SETA providing for management and consulting services (the “Technical Assistance Agreement”), a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including SETA) (the “Participation Agreement”) and a trust with Bancomext into which SETA has placed its shares (the “Bancomext Trust”), SETA was required to retain at least 51% of its Series BB shares until June 14, 2007, after which it became entitled to transfer up to one eighth of such 51% during each year thereafter.  To date, SETA has not executed its right to transfer its Series BB shares.  The rights and obligations of SETA in our management are explained in “Item 7.  Major Shareholders and Related-Party Transactions—Major Shareholders.”

 

In the event of the termination of the Technical Assistance Agreement, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights.  So long as the Technical Assistance Agreement remains in effect and SETA continues to hold any Series BB shares, it also has the obligation to appoint and nominate the same directors and officers that it currently is entitled to appoint under our bylaws.  The Technical Assistance Agreement sets forth certain qualifications that members of our management appointed by them must have.  The Technical Assistance Agreement will remain in effect until June 14, 2015 and will be automatically extended for another five-year term, after which it will be automatically extended for successive five-year periods unless any party thereto elects otherwise. For further information on the renewal of the Technical Assistance Agreement, see “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

 

SETA’s continuing veto rights as holder of at least 7.65% of our capital stock in the form of Series BB shares and its right to nominate, appoint and remove certain directors and officers as holder of Series BB shares until June 14, 2015, will continue for so long as it owns at least one Series BB share and the Technical Assistance Agreement remains in effect, could adversely impact our operations and constitute an obstacle for us to bring in a new strategic shareholder and/or operator.  Through the right to nominate, appoint and remove certain members of our senior management, SETA directs the actions of our management in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses.

 

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In addition to these special rights of SETA, Aeroinvest is entitled under Mexican law to elect one director to our board for each 10% of our capital stock that it owns.  Thus, Aeroinvest’s ownership of 37.1%23.8% of our capital stock entitles it to elect threetwo members of our Board of Directors.  SETA and Aeroinvest are each subsidiaries of Empresas ICA, S.A.B. de C.V. (“Empresas ICA”).

 

The interests of SETA and Aeroinvest may differ from those of our other shareholders and can be contrary to the preferences and expectations of our other shareholders.  We can offer no assurance that SETA and Aeroinvest and the officers nominated or appointed by them wouldmay not exercise their rights in ways that favor the interests of our other shareholders.

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If SETA, one of our principal shareholders, should sell or otherwise transfer all or a portion of our Series BB shares that it holds, our operations could be adversely affected.

 

SETA currently exercises a substantial influence over our management, as described above.  Our bylaws and certain of the agreements executed in connection with the privatization process provided that SETA was required to retain at least 51% of its Series BB shares until June 14, 2007, after which it became entitled to transfer up to one eighth of such 51% during each year thereafter.  SETA, as holder of the Series BB shares, is entitled to present to the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently includes our chief financial officer, our chief operating officer and our commercial director, and to elect three of our board members.  Elimination of these rights from our bylaws would require the consent of SETA for so long as it owns Series BB shares representing at least 7.65% of our capital stock.  Should SETA fall below this threshold, our management could change significantly, and our operations could be adversely affected as a result.  In the event of termination of the Technical Assistance Agreement, SETA would cease to have the special rights of the Series BB shares, which may adversely affect and disrupt our operations.

 

Future sales of shares by us and our shareholders may depress the price of our Series B shares and ADSs.

 

On May 15, 2013, we filed a shelf registration statement on Form F-3 with the U.S. Securities and Exchange Commission (“SEC”), which permits us or the selling shareholder named therein, Aeroinvest, to offer, from time to time, up to 100,000,000 Series B shares, directly or in the form of ADSs.  On July 12, 2013, Aeroinvest sold 69,000,000 shares, representing approximately 17.25% of our total capital stock.

 

Future sales of substantial amounts of our capital stock, or the perception that such future sales may occur, may depress the price of our Series B shares and ADSs.  Pursuant to our shelf registration statement, we and Aeroinvest areis permitted to sell the remaining 31,000,000 Series B shares registered under the shelf registration statement, directly or in the form of ADSs.  Additionally, though we, Aeroinvest and our executive officers and directors entered into a lock-up agreement for a period of 90 days (with respect to us and our executive directors) and 365 days (with respect to Aeroinvest and its executive directors) from July 9, 2013, the date of the prospectus supplement, our other shareholders were not subject to any lock-up agreements.  Consequently, they were still able to freely transfer their Series B shares immediately following the offering, directly or in the form of ADSs.  Any such sale may lead to a decline in the price of our Series B shares and ADSs.  We cannot assure you that theThe price of our Series B shares and ADSs wouldmay not recover from any such decline in value.

 

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Risks Related to Mexico

 

Our business is significantly dependent upon the volume of air passenger traffic in Mexico, and negative economic developments in Mexico will adversely affect our business and results of operations.

 

In 2011, 2012, 2013 and 2013,2014, domestic terminal passengers have represented approximately 84.8%85.5%, 85.5%86.2% and 86.2%86.4%, respectively, of the passenger traffic volume in our airports.  In addition, all of our assets are located, and all of our operations are conducted, in Mexico.  Accordingly, our financial conditions and results of operations are substantially dependent on economic conditions prevailing from time to time in Mexico.  As a result, our business, financial condition and results of operations could be adversely affected by any deterioration of the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico or by other negative political, social and economic developments in Mexico.

 

In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange-rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates.

 

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In 2011, GDP increased by 4.0%, and inflation was 3.8%.  In 2012, GDP increased by 3.9%, and inflation was 3.6%.  In 2013, GDP increased by 1.1%, and inflation was 4.0%.  In 2014, GDP increased by 2.1%, and inflation was 4.1%.

 

During 2013,2014, average reference interest rates in Mexico decreased by 20.9% 12.9%compared to 2012.2013.  The annualized interest rates on 28-day short-term Mexican treasury bills, or Cetes (Certificados de la Tesorería de la Federación), averaged approximately 5.4%, 4.4%, 4.2%, 4.2%, 3.8% and 3.8%3.0% for  2009, 2010, 2011, 2012, 2013 and 2013,2014, respectively.  To the extent that we incur peso-denominated debt in the future, it could be at high interest rates.

 

The Mexican economy underwent an economic crisis that began in 2008 and continued in 2009 as a result of the impact of the global financial crisis, which affected many emerging economies.  The Mexican economy’s link with the U.S. economy remains very important, and therefore, any downside to the economic outlook of the U.S. may hinder any recovery in Mexico.  This crisis adversely impacted our business.

 

Since the beginning of 2011, Grupo Aeroméxico, Interjet, VivaAerobus and Volaris have gradually increased the number of operations to recover the domestic market left byafter Grupo Mexicana entered bankruptcy proceedings in 2010 (see “Item 8. Financial Information—Legal Proceedings- Bankruptcy Proceedings of Grupo Mexicana”) and started flying with higher-capacity equipment.  As for the international market left by Grupo Mexicana, only the Monterrey-New York and Zacatecas-Oakland routes haveroute has not been taken over by any otheranother airline.

 

Moreover, if inflation or interest rates increase significantly or if the Mexican economy is otherwise further adversely impacted, our business, financial condition, prospects and results of operations could be materially and adversely affected because, among other things, demand for transportation services may decrease.  We cannot assure that similarSimilar events may not occur, or that anyand the recurrence of these or similarsuch events will notmay adversely affect our business, results of operations, prospects and financial condition.

 

Political conditions in Mexico could materially and adversely affect Mexican economic policy and, in turn, our operations.

 

Multiparty rule is still relatively new in Mexico, and new legislative initiatives could result in economic or political conditions that could materially and adversely affect our business.

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Changes in laws, public policies or regulations, may affect the political and economic environment in Mexico, and consequently they may contribute to economic uncertainty and to heightened volatility of the Mexican capital markets and in securities issued by Mexican companies.  In addition, because in the July 1, 2012 election for Congress, no single party obtained a clear majority, governmental gridlock and political uncertainty may occur.

 

In 2013, Mexico’s Congress passed an energy reform plan and a comprehensive tax reform plan. Any changes in the Mexican economy or the Mexican government’s economic policies may have a negative effect on our business, financial condition and results of operations.  We cannot provide any assurances that politicalPolitical or social developments in Mexico, over which we have no control, will notmay have an adverse effect on Mexico’s economic situation and on our business, results of operations, financial condition and ability to repay our indebtedness.  Finally, we cannot provide any assurances that drug-related violence and crime willmay not be contained, which could have a material adverse effect on our business, results of operations, prospects and financial condition.

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Depreciation of the peso relative to the U.S. dollar could adversely affect our results of operations and our financial condition.

 

Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume.  Between January 4, 2010, andFrom December 30, 2011,31, 2012 to December 31, 2013, the peso fluctuated betweendepreciated by approximately 1.1%, from Ps. 12.91 per U.S.$ 1.00 and Ps. 13.95 per U.S.$ 1.00, reaching Ps. 14.2512.96 per U.S.$ 1.00 on November 25, 2011.  From September 30, 2010, to MarchDecember 31, 2011, the peso appreciated by approximately 5.4%, from Ps. 12.60 per U.S.$ 1.00 to Ps. 11.92 per U.S.$ 1.00.  Between March 31, 2011, and September 30, 2011, the peso fluctuated between Ps. 11.92 and Ps. 13.77 per U.S.$ 1.00.  From September 30, 2011, to March 30, 2012, the peso depreciated by approximately 7.0% from Ps. 13.77 per U.S.$ 1.00 to Ps. 12.81 per U.S.$ 1.00.  Between March 30, 2012 and September 28, 2012, the peso fluctuated between Ps. 12.81 and Ps. 12.86 per U.S.$ 1.00.  From September 28, 2012, to March 29, 2013, the peso fluctuated between Ps. 12.86 per U.S.$ 1.00 and Ps. 12.32 per U.S.$ 1.00.  Between March 29, 2013 and September 30, 2013, the peso fluctuated between Ps. 12.32 and Ps. 13.16 per U.S.$ 1.00.  The peso subsequently began to appreciate, reaching Ps. 13.10 per U.S.$ 1.00 on December 31, 2013.  From December 31, 2013 to December 31, 2014, the peso depreciated by approximately 12.6%, from Ps. 13.10 per U.S.$ 1.00 on December 31, 2013, to Ps. 14.75 per U.S.$ 1.00 on December 31, 2014.  The peso continued to depreciate, reaching Ps. 15.32 per U.S.$ 1.00 on April 15, 2014.17, 2015.

 

A depreciation of the peso affects our business in the following ways:  (i) international passengers and international flights pay tariffs denominatedreported in U.S. dollars, while these tariffs are generally collected in Mexican pesos up to 60 days following the date of each flight; thus, any depreciation of the Mexican peso has a positive impact on our results from operations, which are denominatedreported in Mexican pesos; and (ii) we have financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos thus causing foreign exchange losses.  As of December 31, 2013,2014, we had U.S.$ 16.319.2 million of liabilities denominated in U.S. dollars.

 

Moreover, the depreciation of the peso also affectedaffects some of our airline customers having transactions in U.S. dollars, including the purchases or leases of equipment, maintenance and fuel.

 

Severe devaluation or depreciation of the peso may also result in the disruption of the international foreign exchange markets and may limit our ability to transfer or to convert pesos into U.S. dollars and other currencies.

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Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.

 

In recent years, the Mexican government has implemented changes to the tax laws applicable to Mexican companies, including us.  The terms of our concessions do not exempt us from any changes to the Mexican tax laws.  Should the Mexican government implement changes to the tax laws that result in our having significantly higher income tax, we will be required to pay the higher amounts due pursuant to any such changes, which could have a material adverse impact on our results of operations.  For example, the issuance of the Business Flat Tax (Impuesto Empresarial a Tasa Única), which was published on October 1, 2007 and repealed in 2013, adversely impacted our results of operations in each of the years from 2007 2008, 2009, 2010, 2011, 2012 andthrough 2013.  See “Item 5.  Operating and Financial Review and Prospects—Taxation.”  In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on our business, results of operations, prospects and financial condition.

 

Most recently, onOn November 1, 2013, Mexico’s Congress approved several tax reforms that became effective at the beginning of 2014.  These reforms includeincluded changes to the Income Tax Law (Ley del Impuesto Sobre la Renta), Value Added Tax Law (Ley del Impuesto al Valor Agregado) and the Tax Code (Código Fiscal de la Federación).  The tax reforms also repealrepealed the Business Flat Tax Law and the Tax on Cash Deposits Law (Ley del Impuesto a los Depósitos en Efectivo).

 

The main result of the recent tax reforms was the elimination of a previously recognized deferred Business Flat Tax liability and the recognition of deferred asset taxes based only on the Corporate Income Tax at a number of our airports representing Ps. 339,325 thousand.  In 2013, this resulted in a negative effective tax rate of 12.6%, compared to an effective tax rate of 26.0% in 2012.  We cannot predict the impact that future federal tax legislation reforms in Mexico may have on our financial condition and results of operationsoperations.

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Developments in other countries may affect us.

 

The market value of securities of Mexican companies may be, to varying degrees, affected by economic and market conditions in other countries.  Although economic conditions in these countries may differ significantly from economic conditions in Mexico, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers.  In past years, prices of both Mexican debt and equity securities have been adversely affected by the sharp drop in Asian securities markets and the economic crises in Argentina, Brazil, Greece, Italy, Portugal, Russia, Spain, Venezuela and the United Arab Emirates.

 

In addition, in recent years, economic conditions in Mexico have become increasingly correlated to economic conditions in the United States.  Therefore, an economic downturn in the United States will significantly adversely impact the Mexican economy.  There can be no assurance that theThe market value of our securities will notmay be adversely affected by events elsewhere.

 

Delays in the process of obtaining necessary governmental approvals could affect our ability to expand our airports.

 

The expansion, development and growth of our airports from time to time may require governmental approvals, administrative proceedings or some other governmental action.  Any delay or inability to obtain such approvals or favorable outcomes of such proceedings could have a negative impact on the expansion, development and growth of our airports.

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Minority shareholders may be less able to enforce their rights against us, our directors or our controlling shareholders in Mexico.

 

Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States.  For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the Mexican Securities Law, it may be difficult for minority shareholders to bring an action against directors for breach of these duties and achieve the same results as in most jurisdictions in the United States.  Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012.  However, these rules and procedures are different and more limited than those in place in the United States.  Therefore, it may be more difficult for minority shareholders to enforce their rights against us, our directors or our controlling shareholders.

 

Mexican law and our bylaws restrict the ability of non-Mexican shareholders to invoke the protection of their governments with respect to their rights as shareholders.

 

As required by Mexican law, our bylaws provide that non-Mexican shareholders shall be considered as Mexicans in respect of their ownership interests in the Company and shall be deemed to have agreed not to invoke the protection of their governments in certain circumstances.  Under this provision, a non-Mexican shareholder is deemed to have agreed not to invoke the protection of his own government by asking such government to interpose a diplomatic claim against the Mexican government with respect to the shareholder’s rights as a shareholder, but is not deemed to have waived any other rights it may have, including any rights under the U.S. securities laws, with respect to its investment in the Company.  If you invoke such governmental protection in violation of this agreement, your shares could be forfeited to the Mexican government.

 

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We are subject to different corporate disclosure standards than U.S. companies.

 

A principal objective of the securities laws of the United States is to promote full and fair disclosure of all material corporate information.  However, there may be less publicly available information about foreign issuers of securities listed in the United States than is regularly published by or about U.S. issuers of listed securities.

 

Risks Related to Our ADSs

 

You may not be entitled to participate in future preemptive rights offerings.

 

Under Mexican law, if we issue new shares for cash as part of a capital increase, we generally must grant our shareholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in the Company.  Rights to purchase shares in these circumstances are known as preemptive rights.  We may not legally be permitted to allow holders of ADSs in the United States to exercise any preemptive rights in any future capital increase unless we file a registration statement with the SEC, with respect to that future issuance of shares, or the offering qualifies for an exemption from the registration requirements of the Securities Act of 1933, as amended.

 

At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC and any other factors that we consider important to determine whether we will file such a registration statement.

 

We cannot assure you that we willmay not file a registration statement with the SEC in the future to allow holders of ADSs or shares in the United States to participate in a preemptive rights offering.  In addition, under current Mexican law, sales by the depository of preemptive rights and distribution of the proceeds from

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such sales to you, the ADS holders, is not possible.  As a result, your equity interest in the Company may be diluted proportionately.

 

Holders of ADSs are not entitled to attend shareholders’ meetings, and they may only vote through the depositary.

 

Under Mexican law, a shareholder is required to deposit its shares with the Secretary of the Company, S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V. (“Indeval”), a Mexican or foreign credit institution or a brokerage house in order to attend a shareholders’ meeting.  A holder of ADSs will not be able to meet this requirement, and accordingly is not entitled to attend shareholders’ meetings.  A holder of ADSs is entitled to instruct the depositary as to how to vote the shares represented by ADSs, in accordance with the procedures provided for in the deposit agreement, but a holder of ADSs will not be able to vote its shares directly at a shareholders’ meeting or to appoint a proxy to do so.

 

FORWARD-LOOKING STATEMENTS

 

This Form 20-F contains forward-looking statements.  We may from time to time make forward-looking statements in our annual and periodic reports to the SEC on Forms 20-F and 6-K, in our annual report to shareholders, in offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to analysts, institutional investors, representatives of the media and others.  Examples of such forward-looking statements include:

 

·                 projections of operating revenues, net comprehensive income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios,

 

·                 statements of our plans, objectives or goals,

 

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·                 changes in our regulatory environment,

 

·                 statements about our future economic performance or that of Mexico, and

 

·                 statements of assumptions underlying such statements.

 

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

 

Forward-looking statements involve inherent risks and uncertainties.  We caution you that a number of important factors could cause actual results to differ materially from the projections, plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements.  These factors, some of which are discussed above under “Risk Factors,” include material changes in the performance or terms of our concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand and competition.  We caution you that the foregoing list of factors is not exclusive and that other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements.

 

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments.

 

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Item 4.                         Information on the Company

 

HISTORY AND DEVELOPMENT OF THE COMPANY

 

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., which we refer to by the acronym “GACN”, is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico.  We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment.  The duration of our corporate existence is indefinite.  We are a holding company and conduct substantially all of our operations through our subsidiaries.  The terms “GACN”, “the Company”, “we”, “us” and “our” in this annual report refer to Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., together with its subsidiaries, and to properties and assets that we own or operate, unless otherwise specified.  Our registered office is located at Torre Latitud, L501, Piso 5, Av. Lázaro Cárdenas 2225, Col. Valle Oriente, San Pedro Garza García, Nuevo León, Mexico, telephone +52.81.8625.4300.  Our U.S. agent is Puglisi & Associates.  Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.

 

Investment by SETA and Its Affiliates

 

In 2000, as part of the first stage of our privatization, the Mexican government sold Series BB shares currently representing 14.7% of our capital stock to SETA, in a public bidding process.  Pursuant to this transaction, SETA paid the Mexican government a total of Ps. 864,055,578 (amount in nominal pesos, excluding interest) (U.S.$ 76.0 million based on the exchange rate in effect on the date of SETA’s bid) in exchange for:

 

·                 all of our Series BB shares, which currently represent 14.7% of our outstanding capital stock;

 

·                 an option to acquire from the Mexican government shares currently representing 35.3% of our capital stock (which subsequently was assigned to and exercised by Aeroinvest, a principal shareholder of SETA);

 

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·                 an option to subscribe for up to 3% of newly issued Series B shares (1% of which expired unexercised on June 14, 2005, and 2% of which was exercised in September 2006); and

 

·                 the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including SETA), a 15-year Technical Assistance Agreement setting forth SETA’s right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders’ agreement under terms established during the public bidding process.  These agreements are described in greater detail under “Item 7.  Major Shareholders and Related-Party Transactions.”

 

SETA’s current shareholders are:

 

·                 Aeroinvest, which owns 74.5% of SETA.  Aeroinvest is a wholly owned subsidiary of Empresas ICA.  Aeroinvest also directly owns Series B shares representing 24.7%23.8% of our total capital stock.  Based on data from the Mexican Chamber of the Construction Industry (Cámara Mexicana de la Industria de la Construcción) and the Mexican National Institute of Statistics and Geography, Empresas ICA, the parent of Aeroinvest, is the largest engineering, procurement and construction company in Mexico and the largest provider in Mexico of construction services to both public- and private-sector clients.  Empresas ICA’s principal lines of business are the construction of infrastructure facilities, as well as industrial, urban, and housing construction and it has increased its participation in construction-related

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businesses both in Mexico and in foreign markets, such as infrastructure operations and, as of 2012, mining services.  In addition, Empresas ICA is engaged in the development and marketing of real estate, the construction, maintenance and operation of highways, social infrastructure and tunnels and in the management and operation of water supply systems and solid waste disposal systems.  Empresas ICA is listed on the Mexican Stock Exchange and the New York Stock Exchange.

 

·                 Aéroports de Paris Management, S.A., which owns 25.5% of SETA.  Aéroports de Paris Management is a wholly owned subsidiary of Aéroports de Paris, S.A., a French company recognized as a leading European airport group.  Aéroports de Paris, S.A. was previously the direct owner of the 25.5% participation in SETA until August 2006 when it transferred its participation in SETA to Aéroports de Paris Management.  For more than 40 years, Aéroports de Paris has operated the Charles de Gaulle and Orly airports in France, managing 90.392.7 million passengers in 2013.2014.  Aéroports de Paris is listed on the Eurolist Market of Euronext Paris S.A.

 

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 20132014 amounted to approximately Ps. 66,64382,461 thousand.  This agreement is more fully described in “Item 7.  Major Shareholders and Related-Party Transactions.”

 

Initial Public Offering

 

On November 29, 2006, a Mexican trust established by Nacional Financiera, S.N.C., or NAFIN (a Mexican national credit institution and development bank owned and controlled by the Mexican Government), acting pursuant to the instructions of the Ministry of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of ADSs and Series B shares, concurrently in the United States and Mexico.  The net proceeds from the sale of the shares totaled approximately U.S.$ 432.2 million and were paid to the Mexican government.

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Master Development Programs and Capital Expenditures

 

Every five years, we are required to submit to the Ministry of Communications and Transportation for approval a master development program for each of our concessions describing, among other matters, our traffic forecasts for the following 15 years, and detailed expansion, modernization and major and minor maintenance plans for the following five years.  Each master development program is required to be updated and resubmitted for approval to the Ministry of Communications and Transportation every five years.  Upon such approval, the master development program is binding for the following five years and deemed to constitute part of the relevant concession.  Any major construction, renovation or expansion of an airport generally may only be made pursuant to a concession holder’s master development program and upon approval by the Ministry of Communications and Transportation.  In December 2010, the Ministry of Communications and Transportation approved the master development programs for each of our subsidiary concession holders for the 2011 to 2015 period.  These five-year programs will be in effect from January 1, 2011 until December 31, 2015, and we will be required to comply with them on a year-by-year basis.  During 2015, the master development program for the next five-year period will be prepared for each of our concessions.

 

The following table sets forth our current committed investments under our master development programs by airport for 2011 through 2015.  Figures are updated based on the Producer Price Index (excluding fuel):

 

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Committed Investments Under Master Development Programs by Airport
for 2011 through 2015

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

2011–2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

(in thousands of pesos)

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Total
2011–2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

Acapulco

 

30,892

 

60,127

 

57,768

 

116,738

 

31,841

 

297,366

 

 

32,268

 

62,806

 

60,342

 

121,942

 

33,260

 

310,618

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

17,964

 

37,272

 

89,279

 

19,498

 

15,834

 

179,847

 

 

18,764

 

38,935

 

93,258

 

20,367

 

16,541

 

187,865

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

55,121

 

55,836

 

92,025

 

71,766

 

55,477

 

330,225

 

 

57,578

 

58,323

 

96,127

 

74,965

 

57,950

 

344,943

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

24,388

 

37,210

 

55,731

 

14,788

 

10,693

 

142,810

 

 

25,475

 

38,869

 

58,214

 

15,448

 

11,168

 

149,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

37,505

 

22,761

 

12,166

 

22,117

 

3,893

 

98,442

 

 

39,173

 

23,776

 

12,708

 

23,103

 

4,067

 

102,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

19,963

 

28,539

 

49,960

 

103,761

 

28,986

 

231,209

 

 

20,852

 

29,810

 

52,187

 

108,384

 

30,277

 

241,510

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

272,124

 

91,304

 

246,027

 

249,857

 

119,243

 

978,555

 

 

284,254

 

95,371

 

256,991

 

260,993

 

124,557

 

1,022,166

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

33,786

 

39,279

 

35,390

 

25,711

 

6,386

 

140,552

 

 

35,291

 

41,032

 

36,967

 

26,858

 

6,671

 

146,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

19,801

 

21,220

 

56,135

 

51,373

 

42,724

 

191,253

 

 

20,683

 

22,165

 

58,637

 

53,663

 

44,627

 

199,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

32,595

 

47,166

 

45,706

 

17,967

 

13,654

 

157,088

 

 

34,047

 

49,267

 

47,744

 

18,767

 

14,262

 

164,087

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

31,854

 

13,844

 

36,186

 

25,632

 

4,293

 

111,809

 

 

33,274

 

14,463

 

37,798

 

26,775

 

4,484

 

116,794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

18,465

 

39,638

 

26,588

 

10,667

 

11,606

 

106,964

 

 

19,287

 

41,406

 

27,772

 

11,143

 

12,123

 

111,731

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

18,066

 

46,951

 

26,521

 

50,304

 

27,482

 

169,324

 

 

18,872

 

49,043

 

27,702

 

52,546

 

28,708

 

176,871

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

612,524

 

541,147

 

829,482

 

780,179

 

372,112

 

3,135,444

 

 

639,818

 

565,266

 

866,447

 

814,954

 

388,695

 

3,275,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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The following table sets forth our current committed investments under our master development programs by category for 2011 through 2015.  Figures are updated based on the Producer Price Index (excluding fuel):

 

Committed Investments Under Master Development Programs by Category
for 2011 through 2015

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

2011–2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

(in thousands of pesos)

 

 

2011

 

2012

 

2013

 

2014

 

2015

 

Total
2011–2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

Terminals

 

51,965

 

79,794

 

185,927

 

237,095

 

71,495

 

626,276

 

 

54,280

 

83,349

 

194,211

 

247,661

 

74,682

 

654,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Runways and aprons

 

75,727

 

155,928

 

288,685

 

262,687

 

155,556

 

938,583

 

 

79,101

 

162,877

 

301,550

 

274,394

 

162,485

 

980,407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery and equipment

 

158,128

 

76,250

 

193,107

 

139,520

 

54,084

 

621,089

 

 

165,175

 

79,650

 

201,713

 

145,739

 

56,494

 

648,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Baggage-screening system – investments

 

149,912

 

15,925

 

6,884

 

3,243

 

55,176

 

231,140

 

 

156,592

 

16,636

 

7,190

 

3,391

 

57,636

 

241,445

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Security – investments

 

51,197

 

140,851

 

60,190

 

44,344

 

20,845

 

317,427

 

 

53,479

 

147,129

 

62,872

 

46,323

 

21,776

 

331,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

125,595

 

72,399

 

94,689

 

93,290

 

14,956

 

400,929

 

 

131,191

 

75,625

 

98,911

 

97,446

 

15,622

 

418,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

612,524

 

541,147

 

829,482

 

780,179

 

372,112

 

3,135,444

 

 

639,818

 

565,266

 

866,447

 

814,954

 

388,695

 

3,275,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures incurred to comply with our obligations under the master development programs include capital expenditures for fixed assets, expenditures associated with improvements to our concession assets, major maintenance costs and other items recorded as operating costs as incurred.  Major maintenance expenditures are not subject to capitalization and reduce our major maintenance provision.  See “Item 5.  Operating and Financial Review and Prospects—Critical Accounting Policies—

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Major Maintenance Provision.”  Thus, not all expenditures incurred to comply with our obligations under the master development programs will constitute capital expenditures.

 

In addition to investments in our master development programs, we have also invested in commercial and real estate opportunities, including our investment in a hotel in Terminal 2 of Mexico City International Airport.

 

The following table sets forth our actual capital expenditures, including capital expenditures made pursuant to our master development programs and other strategic capital expenditures by airport for 20112012 through 2013:2014:

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Actual Capital Expenditures by Airport for 20112012 through 20132014

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

(in thousands of pesos)

 

 

2012

 

2013

 

2014

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

Acapulco

 

6,296

 

23,875

 

50,246

 

 

23,875

 

50,246

 

60,496

 

 

 

 

 

 

 

 

Ciudad Juárez

 

9,768

 

28,395

 

11,548

 

 

28,395

 

11,548

 

15,194

 

 

 

 

 

 

 

 

Culiacán

 

13,504

 

69,615

 

20,833

 

 

69,615

 

20,833

 

45,264

 

 

 

 

 

 

 

 

Chihuahua

 

21,807

 

30,479

 

22,099

 

 

30,479

 

22,099

 

17,131

 

 

 

 

 

 

 

 

Durango

 

2,100

 

1,673

 

23,959

 

 

1,673

 

23,959

 

16,451

 

 

 

 

 

 

 

 

Mazatlán

 

12,916

 

13,657

 

15,779

 

 

13,657

 

15,779

 

69,158

 

 

 

 

 

 

 

 

Monterrey

 

199,013

 

96,724

 

85,737

 

 

96,724

 

85,737

 

44,869

 

 

 

 

 

 

 

 

Reynosa

 

3,556

 

33,778

 

18,297

 

 

33,778

 

18,297

 

10,416

 

 

 

 

 

 

 

 

San Luis Potosí

 

1,635

 

10,885

 

84,355

 

 

10,885

 

84,355

 

16,777

 

 

 

 

 

 

 

 

Tampico

 

6,954

 

9,772

 

7,006

 

 

9,772

 

7,006

 

13,801

 

 

 

 

 

 

 

 

Torreón

 

1,100

 

10,912

 

14,717

 

 

10,912

 

14,717

 

12,733

 

 

 

 

 

 

 

 

Zacatecas

 

3,191

 

22,251

 

26,545

 

 

22,251

 

26,545

 

14,125

 

 

 

 

 

 

 

 

Zihuatanejo

 

75,489

 

26,488

 

27,561

 

 

26,488

 

27,561

 

20,301

 

 

 

 

 

 

 

 

Other

 

27,703

 

13,626

 

35,789

 

 

13,626

 

35,789

 

79,716

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

385,032

 

392,130

 

444,471

 

 

392,130

 

444,471

 

436,432

 

 

 

 

 

 

 

 

 

The following table sets forth our actual capital expenditures by category across all of our airports for 20112012 through 2013:2014:

Actual Capital Expenditures by Category for 2012 through 2014

 

 

For the Year Ended December 31,

 

 

 

2012

 

2013

 

2014

 

 

 

(in thousands of pesos)

 

Terminals

 

175,648

 

171,747

 

183,250

 

Runways and aprons

 

29,716

 

82,526

 

62,466

 

Machinery and equipment

 

77,638

 

28,767

 

36,916

 

Land

 

378

 

0

 

0

 

Baggage screening system – investments

 

6,789

 

0

 

0

 

Investments in new business ventures

 

4,292

 

707

 

73,771

 

Other

 

97,669

 

160,724

 

80,029

 

Total

 

392,130

 

444,471

 

436,432

 

For the year ended December 31, 2014, our capital expenditures totaled Ps. 436,432 thousand.  Our capital expenditures for 2014 were dedicated primarily to our committed investments pursuant to our master development programs.  See “Item 5.  Operating and Financial Review and Prospects—Liquidity and Capital Resources—Principal Uses of Capital” for a further discussion on our actual expenditures made during 2012, 2013 and 2014 and their classification in our consolidated financial statements for such periods.

 

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Actual Capital Expenditures by Category for 2011 through 2013

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands of pesos)

 

 

 

 

 

 

 

 

 

Terminals

 

85,270

 

175,648

 

171,747

 

 

 

 

 

 

 

 

 

Runways and aprons

 

0

 

29,716

 

82,526

 

 

 

 

 

 

 

 

 

Machinery and equipment

 

8,845

 

77,638

 

28,767

 

 

 

 

 

 

 

 

 

Land

 

12,141

 

378

 

0

 

 

 

 

 

 

 

 

 

Baggage screening system – investments

 

220,066

 

6,789

 

0

 

 

 

 

 

 

 

 

 

New businesses

 

17,306

 

4,292

 

707

 

 

 

 

 

 

 

 

 

Other

 

41,404

 

97,669

 

160,724

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

385,032

 

392,130

 

444,471

 

 

 

 

 

 

 

 

 

For the year ended December 31, 2013, our capital expenditures totaled Ps. 444,471 thousand.  Our capital expenditures for 2013 were dedicated primarily to our committed investments pursuant to our master development programs.

Our capital expenditures from 20112012 through 20132014 were allocated to the following types of investments at the majority of our airports:

 

·                 Terminals.  We remodeled and performed expansion projects at our airports to improve our departure lounges, baggage-claim and arrival areas, lighting and air conditioning systems, office spaces, taxi and other ground transportation.

 

·                 Paved surfaces.  We improved our runways, taxiways and service roads, including lighting systems, to meet and in certain cases exceed ICAO standards.  We also expanded several aircraft apron areas.

 

·                 Machinery and equipment.  We invested in machinery and equipment such as aircraft-approved fire-extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment, ambulances, elevators, moving walkways and public information systems, among others.

 

·                 LandLand.  As part of our strategic investments, in 2011 territorial reserves of Ps. 15,283 thousand were purchased to develop and expand our key airports.  In 2012, 2013 and 2013,2014, we did not purchase any territorial reserves.

 

·                 Baggage screeningBaggage-screening system – investments.  We purchased and installed screening equipment in all of our airports to facilitate compliance with the new baggage-screening guidelines to undergo a comprehensive screening process for the detection of explosives.

 

·New businesses.  In 2011, we developed a shopping center and office plaza located close to the bonded area between Terminal A and Terminal C of the Monterrey airport.  This construction consists of a two-story building with a commercial space on the lower level and office space for rent on the upper level.  A further explanation of our diversification activities is described in “Item 4.  Information on the Company—Business Overview—Non-Aeronautical Services.”

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·Utility-related infrastructure.  We installed sewage treatment plants and systems at several of our airports, improved drainage systems and installed underground electric wiring systems at several of our airports.

BUSINESS OVERVIEW

 

Our Operations

 

Through our subsidiaries, we hold concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in the country’s central and northern regions.  Each of our concessions has a term of 50 years beginning on November 1, 1998.  The term of each of our concessions may be extended by the Ministry of Communications and Transportation under certain circumstances for up to 50 additional years.  The terms of our concessions also include the right to occupy, use and improve the land appurtenant to our airports, which we do not own and which will revert to the Mexican government upon the termination of our concession.  As operator of the 13 airports under our concessions, we charge fees to airlines, passengers and other users for the use of the airports’ facilities.  We also derive rental and other income from commercial and diversification activities conducted at our airports, such as the leasing of space to restaurants and retailers.retailers, the operation of parking facilities, the operation of the NH Terminal 2 Hotel, among others.

 

We operate 13 airports, which serve a major metropolitan area (Monterrey), three tourist destinations (Acapulco, Mazatlán and Zihuatanejo), seven regional centers (Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas) and two border cities (Ciudad Juárez and Reynosa).  Our airports are located in nine of the 31 Mexican states, covering a territory of approximately 926,421 square kilometers (575,667 square miles), with a population of approximately 24.0 million according to the Mexican National Institute of Statistics and Geography.  All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and to maintain customs and immigration services managed by the Mexican government, as well as refueling services.

 

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According to figures published by the Mexican Bureau of Civil Aviation, our total aviation passenger traffic accounted for approximately 14.2%14.6% of all arriving and departing total aviation passengers in Mexico in 2013.2014.

 

In 2013,2014, we recorded revenues of Ps. 3,418,0583,729,687 thousand (U.S.$ 261.6253.0 million) and consolidated net income of Ps. 1,201,3641,026,960 thousand (U.S.$ 92.069.7 million).  In 2013,2014, the sum of our aeronautical and non-aeronautical revenues was Ps. 3,065,3703,422,360 thousand (U.S.$ 234.6232.3 million).  In 2013,2014, our airports handled approximately 13.314.7 million terminal passengers, an increase of 5.5%10.6% with respect to the 12.613.3 million terminal passengers handled in 2012.2013.

 

Our airports serve several major international routes, including Monterrey-Houston, Monterrey-Dallas, Monterrey-Houston, Monterrey-Atlanta, Monterrey-Las Vegas, Mazatlán-Phoenix, Monterrey-Las Vegas, Zihuatanejo-LosMazatlán-Los Angeles and Mazatlán-LosZihuatanejo-Los Angeles.  Our airports also serve several other major international destinations, including San Antonio, Dallas, Chicago, Los Angeles, Detroit and Houston in the United States and Panama City.  In addition, our airports serve major resort destinations, such as Acapulco, Mazatlán and Zihuatanejo, which are popular destinations in Mexico frequented by tourists from Mexico, the United States and Canada.  Our airports also serve major domestic routes, including Monterrey-Mexico City, which was the country’s busiest domestic route in 2013,2014, with approximately 2.72.9 million total passengers (including passengers flying directly to the nearby airport of Toluca, which are counted together with those flying to Mexico City), according to the Mexican Bureau of Civil Aviation.  Other major domestic routes served by our airports include Cancún-Monterrey, Mexico City-Chihuahua and Mexico City-Culiacán,Guadalajara-Monterrey, with approximately 717,768, 534,467756,002, 560,247 and 422,495504,072 total passengers, respectively, in 20132014 according to the Mexican Bureau of Civil Aviation.

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In the last quarter of 2011, VivaAerobus started flying new international routes at the Monterrey airport to and from Chicago, San Antonio, Miami and Orlando, on October 14, November 8, November 11 and November 19, respectively.  Copa Airlines also started operations at the Monterrey airport with a new international route to and from Panama City, which started on December 7, 2011 with four flights per week.  During 2012, Avianca also started operations at the Monterrey airport with a new international route to and from San José, Costa Rica, which started on June 2, 2012 with three flights per week.  Interjet started flying new international routes at the Monterrey airport to and from Havana and San Antonio on October 25 and November 11, respectively.  Volaris started flying a new international route at the Culiacán airport to and from Los Angeles on August 4, 2012.  United started flying a new international route at the Durango airport to and from Los Angeles on March 10, 2012.  Magnicharters started flying a new international route at the Monterrey airport to and from Las Vegas on March 15, 2012.  In the third quarter of 2014, Aeroméxico began flying a new international route at the Monterrey airport to and from Tokyo, Japan.

 

Our international traffic in 20132014 increased by 0.4%9.3% compared to 2012,2013, principally as a result ofof: Volaris’ new Chihuahua-Denver route, Delta’s new Mazatlán-Los Angeles, Monterrey-Los Angeles and Zihuatanejo- Los Angeles routes; Interjet’s new Monterrey-Houston route, Aeroméxico’s new Monterrey-Tokyo, Monterrey-Houston and Monterrey-New York routes; and VivaAerobus’ new Monterrey-San Antonio and Monterrey-Las Vegas route, Aeromexico’s new Monterrey-Chicago route, Aeromar’s new  San Luis Potosí-McAllen route and American Eagle’s new Zacatecas-Dallas route.routes.

 

Monterrey and its metropolitan area is the third largest city in Mexico based on population, with a population of approximately 3,930,388.  Monterrey ranks among Mexico’s most established urban and commercial centers and is the capital of the state of Nuevo León, Mexico’s eighth largest state based on population, which is 4,653,458, according to the Mexican National Institute of Statistics and Geography’s 2010 national population census.  It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities.  Business travelers account for a substantial portion of passengers at the Monterrey airport.  The airport is our leading airport based on passenger traffic volume,

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Table of Contents

air traffic movements and contribution to revenues and ranked as the fourthsecond busiest airport in Mexico based on passenger traffic volume in 2013,2014, according to data published by the Mexican Bureau of Civil Aviation.  In 2013,2014, our Monterrey airport accounted for approximately 48.3%48.5% of our terminal passenger traffic, 42.2%42.0% of our total revenues and 44.6% of the sum of our aeronautical and non-aeronautical revenues.

 

Three of our airports, Acapulco, Mazatlán and Zihuatanejo, serve popular Mexican tourist destinations.  Of these tourist destinations, Acapulco and Mazatlán are the largest, with Acapulco constituting Mexico’s 19th largest international tourist destination and Mazatlán the 17th largest based on the number of visitors in 2013,2014, according to the Mexican National Institute of Migration (Instituto Nacional de Migración).  Acapulco is a principal port of call for cruise ships.  In 2013,2014, the Acapulco, Mazatlán and Zihuatanejo airports collectively accounted for 13.6%13.1% of our aggregate terminal passengers, 14.4%15.5% of our total revenues and 13.3%13.1% of the sum of our aeronautical and non-aeronautical revenues.

 

Seven of our airports serve small and mid-sized cities that are important regional centers of economic activity, with such diverse economic activities as mining (the Durango and Zacatecas airports), maquiladora manufacturing (the Chihuahua and Torreón airports), petroleum and chemical production (the Tampico airport), agriculture and livestock (the Culiacán airport) and transportation and logistics (the San Luis Potosí airport).  In 2013,2014, these seven regional airports collectively accounted for 29.9% of our aggregate terminal passengers, 29.4%28.3% of our total revenues and 27.3% of the sum of our aeronautical and non-aeronautical revenues.

 

The remaining two airports in the group, the Ciudad Juárez and Reynosa airports, serve cities situated along the border of Mexico and the United States.  Both Ciudad Juárez and Reynosa are popular entry points to the United States.  In 2013,2014, the Ciudad Juárez and Reynosa airports collectively accounted for 8.2%8.4% of our aggregate terminal passengers, 7.1%7.2% of our total revenues and 7.0%7.2% of the sum of our aeronautical and non-aeronautical revenues.

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In addition, we have an investment with a Mexican subsidiary of the international hotel operator NH Hoteles SA under Consorcio Grupo Hotelero T2, S.A. de C.V. to develop and operate a 287-room hotel and more than 5,000 square meters (53,820 square feet) of commercial space inside Terminal 2 of Mexico City International Airport under a lease agreement with Mexico City International Airport that expires in 2027.2029.  The Terminal 2 NH Hotel opened in August 2009.

 

Airlines based in Terminal 2 of Mexico City International Airport include Aeromar, Aeroméxico and Aeroméxico Connect, Copa, Delta and LAN.  We consider this a key part of our strategy to increase our non-aeronautical revenues.

 

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Table of Contents

The following table provides summary data for each of our 13 airports for the years ended December 31, 2011, 2012, 2013 and 2013:2014:

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2012

 

2013

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2012

 

2013

 

2014

 

Airport

 

Terminal
Passengers

 

Revenues(1)

 

Revenues
per
Terminal
Passenger
(2)

 

Terminal
Passengers

 

Revenues(1)

 

Revenues
per
Terminal
Passenger
(2)

 

Terminal
Passengers

 

Revenues(1)

 

Revenues
per
Terminal
Passenger
(2)

 

 

Terminal
Passengers

 

Sum of Aeronautical
and
Non-Aeronautical

Revenues
(1)

 

Aeronautical and
Non-Aeronautical

Revenues
per
Terminal
Passenger
(2)

 

Terminal
Passengers

 

Sum of Aeronautical
and
Non-Aeronautical

Revenues
(1)

 

Aeronautical and
Non-Aeronautical

Revenues
per
Terminal
Passenger
(2)

 

Terminal
Passengers

 

Sum of Aeronautical
and
Non-Aeronautical

Revenues
(1)

 

Aeronautical and
Non-Aeronautical

Revenues
per
Terminal
Passenger
(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Number
in millions)

 

%

 

(in millions
of pesos)

 

%

 

(pesos)

 

(Number
in millions)

 

%

 

(in millions
of pesos)

 

%

 

(pesos)

 

(Number
in millions)

 

%

 

(in millions
of pesos)

 

%

 

(in pesos)

 

 

(Number
in millions)

 

%

 

(in millions
of pesos)

 

%

 

(pesos)

 

(Number
in millions)

 

%

 

(in millions
of pesos)

 

%

 

(pesos)

 

(Number
in millions)

 

%

 

(in millions
of pesos)

 

%

 

(in pesos)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metropolitan destination:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

5.6

 

47.4

 

1,094.5

 

47.2

 

196.0

 

6.1

 

48.5

 

1,282.1

 

48.5

 

210.0

 

6.4

 

48.3

 

1,367.4

 

48.3

 

213.1

 

 

6.1

 

48.5

 

1,282.1

 

48.5

 

210.0

 

6.4

 

48.3

 

1,367.4

 

48.3

 

213.1

 

7.1

 

48.5

 

1,528.0

 

48.4

%

214.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total metropolitan destination

 

5.6

 

47.4

 

1,094.5

 

47.2

 

196.0

 

6.1

 

48.5

 

1,282.1

 

48.5

 

210.0

 

6.4

 

48.3

 

1,367.4

 

48.3

 

213.1

 

 

6.1

 

48.5

 

1,282.1

 

48.5

 

210.0

 

6.4

 

48.3

 

1,367.4

 

48.3

 

213.1

 

7.1

 

48.5

 

1,528.0

 

48.4

 

214.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tourist destinations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

0.6

 

5.1

 

125.7

 

5.4

 

210.8

 

0.5

 

4.3

 

118.2

 

4.5

 

216.1

 

0.6

 

4.6

 

128.7

 

4.5

 

208.5

 

 

0.5

 

4.3

 

118.2

 

4.5

 

216.1

 

0.6

 

4.6

 

128.7

 

4.5

 

208.5

 

0.6

 

4.3

 

140.4

 

4.4

 

222.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

0.7

 

6.1

 

159.2

 

6.9

 

220.3

 

0.7

 

5.3

 

157.0

 

5.9

 

234.5

 

0.7

 

5.5

 

170.8

 

6.0

 

233.5

 

 

0.7

 

5.3

 

157.0

 

5.9

 

234.5

 

0.7

 

5.5

 

170.8

 

6.0

 

233.5

 

0.8

 

5.4

 

185.8

 

5.9

 

235.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

0.5

 

4.1

 

95.1

 

4.1

 

198.0

 

0.5

 

3.6

 

107.0

 

4.1

 

233.7

 

0.5

 

3.5

 

109.0

 

3.9

 

237.2

 

 

0.5

 

3.6

 

107.0

 

4.1

 

233.7

 

0.5

 

3.5

 

109.0

 

3.9

 

237.2

 

0.5

 

3.5

 

122.8

 

3.9

 

241.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total tourist destinations

 

1.8

 

15.3

 

380.0

 

16.4

 

211.2(3)

 

1.7

 

13.3

 

382.2

 

14.5

 

228.3(3)

 

1.8

 

13.6

 

408.5

 

15.4

 

225.9(3)

 

 

1.7

 

13.3

 

382.2

 

14.5

 

228.3(3)

 

1.8

 

13.6

 

408.5

 

15.4

 

225.9(3)

 

1.9

 

13.1

 

448.9

 

14.2

 

232.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Regional destinations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

0.8

 

6.6

 

147.4

 

6.4

 

188.5

 

0.9

 

6.8

 

166.4

 

6.3

 

194.6

 

0.9

 

6.7

 

178.5

 

6.3

 

201.5

 

 

0.9

 

6.8

 

166.4

 

6.3

 

194.6

 

0.9

 

6.7

 

178.5

 

6.3

 

201.5

 

1.0

 

6.5

 

197.3

 

6.2

 

205.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

1.1

 

9.1

 

192.0

 

8.3

 

179.4

 

1.2

 

9.3

 

220.9

 

8.4

 

189.1

 

1.3

 

9.4

 

244.1

 

8.6

 

194.9

 

 

1.2

 

9.3

 

220.9

 

8.4

 

189.1

 

1.3

 

9.4

 

244.1

 

8.6

 

194.9

 

1.3

 

8.9

 

258.4

 

8.2

 

197.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

0.2

 

1.9

 

44.4

 

1.9

 

195.6

 

0.2

 

1.9

 

51.8

 

2.0

 

214.0

 

0.2

 

1.8

 

51.5

 

1.8

 

218.2

 

 

0.2

 

1.9

 

51.8

 

2.0

 

214.0

 

0.2

 

1.8

 

51.5

 

1.8

 

218.2

 

0.3

 

1.7

 

56.7

 

1.8

 

221.6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

0.2

 

2.1

 

63.9

 

2.8

 

247.9

 

0.3

 

2.2

 

77.1

 

2.9

 

284.5

 

0.3

 

2.0

 

80.1

 

2.8

 

306.1

 

 

0.3

 

2.2

 

77.1

 

2.9

 

284.5

 

0.3

 

2.0

 

80.1

 

2.8

 

306.1

 

0.4

 

2.5

 

102.0

 

3.2

 

272.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

0.5

 

4.7

 

105.6

 

4.5

 

192.6

 

0.6

 

4.7

 

120.2

 

4.6

 

202.1

 

0.6

 

4.6

 

123.8

 

4.4

 

203.4

 

 

0.6

 

4.7

 

120.2

 

4.6

 

202.1

 

0.6

 

4.6

 

123.8

 

4.4

 

203.4

 

0.7

 

4.7

 

142.5

 

4.5

 

206.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

0.4

 

3.2

 

77.5

 

3.3

 

206.2

 

0.4

 

3.3

 

90.5

 

3.4

 

218.1

 

0.5

 

3.5

 

101.4

 

3.6

 

217.0

 

 

0.4

 

3.3

 

90.5

 

3.4

 

218.1

 

0.5

 

3.5

 

101.4

 

3.6

 

217.0

 

0.5

 

3.6

 

114.7

 

3.6

 

218.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

0.2

 

2.1

 

51.2

 

2.2

 

206.5

 

0.3

 

2.1

 

57.9

 

2.2

 

218.2

 

0.3

 

2.0

 

58.4

 

2.1

 

225.0

 

 

0.3

 

2.1

 

57.9

 

2.2

 

218.2

 

0.3

 

2.0

 

58.4

 

2.1

 

225.0

 

0.3

 

1.9

 

64.4

 

2.0

 

226.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total regional destinations

 

3.5

 

29.7

 

681.9

 

29.4

 

194.2(3)

 

3.8

 

30.3

 

784.8

 

29.7

 

205.9(3)

 

4.0

 

29.9

 

837.9

 

29.6

 

211.0(3)

 

 

3.8

 

30.3

 

784.8

 

29.7

 

205.9(3)

 

4.0

 

29.9

 

837.9

 

29.6

 

211.0(3)

 

4.4

 

29.9

 

936.0

 

29.6

 

212.9

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Border destinations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

0.7

 

5.7

 

119.8

 

5.2

 

177.9

 

0.7

 

5.6

 

131.0

 

5.0

 

187.3

 

0.7

 

5.3

 

135.2

 

4.8

 

192.3

 

 

0.7

 

5.6

 

131.0

 

5.0

 

187.3

 

0.7

 

5.3

 

135.2

 

4.8

 

192.3

 

0.8

 

5.2

 

149.0

 

4.7

 

193.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

0.2

 

1.8

 

42.7

 

1.8

 

197.3

 

0.3

 

2.4

 

61.9

 

2.3

 

204.2

 

0.4

 

3.0

 

79.3

 

2.8

 

202.3

 

 

0.3

 

2.4

 

61.9

 

2.3

 

204.2

 

0.4

 

3.0

 

79.3

 

2.8

 

202.3

 

0.5

 

3.2

 

96.0

 

3.0

 

203.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total border destinations

 

0.9

 

7.6

 

162.5

 

7.0

 

182.6(3)

 

1.0

 

8.0

 

192.9

 

7.3

 

192.4(3)

 

1.1

 

8.2

 

214.5

 

7.6

 

195.9(3)

 

 

1.0

 

8.0

 

192.9

 

7.3

 

192.4(3)

 

1.1

 

8.2

 

214.5

 

7.6

 

195.9(3)

 

1.2

 

8.4

 

245.0

 

7.8

 

197.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AIRPORT REVENUES(1)

 

11.8

 

100

 

2,318.9

 

100

 

196.8(3)

 

12.6

 

100

 

2,642.0

 

100

 

209.8(3)

 

13.3

 

100

 

2,828.3

 

100

 

212.8(3)

 

Sum of aeronautical and non-aeronautical revenues(1)

 

12.6

 

100

 

2,642.0

 

100

 

209.8(3)

 

13.3

 

100

 

2,828.3

 

100

 

212.8(3)

 

14.7

 

100

 

3,158.0

 

100

 

214.9

 

 

(1)          Defined as the sum of aeronautical and non-aeronautical revenues for each airport, which does not include eliminations among our subsidiaries and does not include revenues from construction services.  Revenues in millions rounded to the decimal.

 

(2)          Revenues per terminal passenger are calculated by dividing thetotal revenues for each airport by the number of terminal passengers for each airport.  The result has been rounded to the decimal.

 

(3)          Represents average total revenues per terminal passenger for the applicable airports.

 

See Note 26 to our consolidated financial statements for further information by segment.  The Company’s reportable segments under IFRS present its airports and the Terminal 2 NH Hotel

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individually, and information about our holding company and service companies has been combined in the “other segments” line item, as they represent other business activities and are segments that are not required to be reported separately.  For purposes of analysis, segments, which are comprised of our 13 individual airports, have been grouped into four different regions according to their location:  metropolitan, tourist, regional and border airports.

 

Since July 2006, Mexico and the United States have been parties to an amended bilateral aviation agreement that increases, from two each to three each, the number43



Table of Mexican and U.S. carriers eligible to operate routes between certain pairs of cities, which may include any U.S. city and 12 specified cities in Mexico including Acapulco, Mazatlán and Zihuatanejo.  The agreement also provides for a future increase, from two each to three each, in the number of Mexican and U.S. carriers eligible to operate routes between U.S. cities and two specified additional Mexican cities, including Monterrey.  This subsequent increase took effect in October 2007.  To date, this bilateral agreement has not benefited our business as we expected, mainly because of the decrease in the tourism levels from the United States to Mexico as a result of the U.S. economic downturn.Contents

 

Our Sources of Revenues

 

Aeronautical Services

 

Aeronautical services represent the most significant source of our revenues.  All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports.  In, 2011, 2012, 2013 and 2013,2014, aeronautical services revenues represented approximately 67.0%, 67.8%,66.4% and 66.4%67.9%, respectively, of our total revenues and 76.1%, 75.6%,74.0% and 74.0%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

 

Our revenues from aeronautical services are derived principally from:  passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services.  Aeronautical services revenues are principally dependent on the following factors:  passenger traffic volume, the number of air traffic movements, the weight of the aircraft, the duration of an aircraft’s stay at the airport, the time of day the aircraft operates at the airport and the specific prices charged for the service.

 

Passenger Charges

 

We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers) called the Tarifa de Uso de Aeropuerto.  We do not collect passenger charges from arriving passengers.  Passenger charges are automatically included in the cost of a passenger’s ticket and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

 

Until April 30, 2010, our principal airline customers were required to pay us no later than 152 days after the invoice delivery date.  The term for payment was dependent upon interest rates on short-term Mexican treasury bills, or Cetes, with longer payment terms during periods of lower interest rates (within a defined range).  The newcurrent agreements between our airports and our principal airline customers provide that from May 1, 2010, payments for passenger charges will be between 30 and 60 days after the invoice delivery date.  In 2013,2014, the weighted average term of payment was 4645 days.

 

International passenger charges are currently U.S. dollar-denominated but are collected in pesos based on the average exchange rate during the month prior to the flight, and the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.  Domestic passenger charges are peso-denominated.  In 2011, 2012, 2013 and 2013,2014, passenger charges

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represented approximately 81.1%82.2%, 82.2%81.7% and 81.7%, respectively, of our aeronautical services revenues, 54.4%55.8%, 55.8%54.2% and 54.2%55.5%, respectively, of our total revenues and 61.7%62.1%, 62.1%60.5% and 60.5%60.4%, respectively, of the sum of aeronautical and non-aeronautical revenues.  Passenger charges vary at each airport and based on the destination of each flight.

 

Aircraft Landing Charges

 

We collect landing charges from all carriers including cargo carriers for their use of our runways and taxiways, illumination systems on the runways and taxiways and other visual landing assistance services.  Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client.  In 2011, 2012, 2013 and 2013,2014, these charges represented approximately 5.4%5.1%, 5.1% and 5.1%5.2%, respectively, of our

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aeronautical services revenues, 3.6%3.5%, 3.5%3.4% and 3.4%3.5%, respectively, of our total revenues and 4.1%3.9%, 3.9%3.8% and 3.8%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

 

Aircraft Parking, Boarding and Unloading Charges and Aircraft Long-Term Parking Charges

 

We collect various charges from all carriers including cargo carriers for the use of our facilities by their aircraft and passengers after landing.  We collect aircraft parking charges based on the time an aircraft is at an airport’s gate or parking position.  Each of these charges varies based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and the nationality of the airline or client.  We collect aircraft parking charges the entire time an aircraft is on our aprons.

 

We collect charges from carriers for the long-term use of facilities at our airports for aircraft long-term parking that does not involve the loading or unloading of passengers or cargo.  These charges are based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and the nationality of the airline or client.  Together with our aircraft parking, boarding and unloading charges described above, in 2011, 2012, 2013 and 2013,2014, these charges represented approximately 4.3%, 4.5%,4.3% and 4.3%4.5%, respectively, of our aeronautical services revenues, 2.9%3.0%, 3.0%2.9% and 2.9%3.1%, respectively, of our total revenues and 3.3%3.4%, 3.4%3.2% and 3.2%3.4%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

 

Passenger Walkway Charges

 

Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via buses and other vehicles.  These charges are generally based on the amount of time each service is used, the number of these services used, the time of day the services are used, the origin and destination of the flight and the nationality of the airline or client.  In 2011, 2012, 2013 and 2013,2014, these charges represented approximately 1.1%, 1.1% and 1.1%1.2%, respectively, of our aeronautical services revenues, 0.8%, 0.8% and 0.8%, respectively, of our total revenues and 0.9%, 0.9%0.8% and 0.8%0.9%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

 

Airport Security Charges

 

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel.  These charges are based on the time of day the services are used, the number of departing passengers and the destination of

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the flight.  Independent subcontractors provide airport security services at our airports.  In 2011, 2012, 2013 and 2013,2014, these charges represented approximately 1.2%, 1.2% and 1.2%, respectively, of our aeronautical services revenues, 0.8%, 0.8% and 0.8%, respectively, of our total revenues and 0.9%, 0.9% and 0.9%, respectively, of the sum of our aeronautical and non-aeronautical revenues.

 

The ICAO, the Mexican Bureau of Civil Aviation and the Office of Public Security issue guidelines for airport security in Mexico.  In response to the September 11, 2001, terrorist attacks in the United States, we have taken additional steps to increase security at our airports.  The ICAO issued directives in October 2001 establishing new rules and procedures to be adopted at our airports.  Under these directives, these rules and procedures were to be implemented immediately and for an indefinite period of time.

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Several of our airline customers have also contributed to the enhanced security at our airports as they have adopted new procedures and guidelines established by the ICAO applicable to airlines.  Some measures adopted by the airlines include adding more points for verification of passenger identification, inspecting luggage prior to check-in and reinforcing controls over access to airplanes by various service providers (such as baggage handlers and food service providers).

 

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives.  We completed the purchase and installation of screening equipment in all of our airports to facilitate compliance with the new baggage-screening guidelines.  Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012.  In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration) is responsible for screening checked baggage.  Under Mexican law, however, airlines are responsible for screening checked baggage.  On March 29, 2013,May 1, 2014 the Mexican Bureau of Civil Aviation published mandatory circular CO SA-17.2/10 R2,R3, which supersedes mandatory circular CO SA-17.2/10 R1R2 and requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines.  Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of equipment could increase our exposure to liability as a result of our involvement in the screening process.  In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus become subject to potential liability, if Mexican law changes in the future.

 

Complementary Service Providers

 

At each of our airports, we earn revenues from charging access and other fees from third-party providers, ramp-handling and baggage-handling services, catering services, aircraft security, providers of aircraft maintenance and repair and fuel.  These access fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of their total revenues.  We currently maintain contracts with 3843 companies that provide the majority of these complementary services at our 13 airports.

 

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there is no third party providing such services.  Servicios de Apoyo en Tierra, or SEAT, a company governed pursuant to a trust controlled by Grupo Aeroméxico and Grupo Mexicana, was at one time the largest provider of baggage and handling services at our airports.  In December 2010, the Mexican Bureau of Civil Aviation determined that SEAT did not fulfill the provisions of Article 54 of the Mexican Airport Law and ordered each of Grupo Aeroméxico and Grupo Mexicana to create a business association to provide themselves with complementary services and another separate business association to render services to third parties.  SEAT ceased operations on May 11, 2011.  Grupo Aeroméxico created

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the company Estrategias Especializadas de Negocios, S.A. de C.V., to provide itself with complementary services and also created the company Administradora Especializada en Negocios, S.A. de C.V., to render services to third parties.  Both companies have been authorized by the Mexican Bureau of Civil Aviation and have been in operation since May 12, 2011.  In the event that Grupo Mexicana resumes operations, the same requirements of the Mexican Bureau of Civil Aviation must be fulfilled if Grupo Mexicana decides to create companies to provide baggage and handling services.  If any service providers, including Administradora Especializada en Negocios, S.A. de C.V., were to halt operations at any of our airports, we could be required to seek a new provider of these services or to provide these services ourselves.

 

The Mexican Airport and Auxiliary Services agency (Aeropuertos y Servicios Auxiliares) maintains an exclusive contract to sell fuel at all of our airports, and we charge the Mexican Airport and Auxiliary Services agency a nominal access fee.  The Mexican Airport and Auxiliary Services agency in turn is required to purchase all of its fuel from Petróleos Mexicanos, or PEMEX.

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Leasing of Space to Airlines

 

We derive aeronautical revenues from leasing space in our airports to airlines that is necessary for their operations, such as ticket counters and offices.  Our lease agreements with airline customers for the use of space in our airports are typically for terms of three years with provisions for periodic inflation adjustments to our rental fees.

 

Cargo Handling

 

Cargo-related revenues include revenues from the leasing of space in the airside of our airports to cargo handling agents and shippers, landing fees for each arriving aircraft carrying cargo and a portion of the revenues derived from other complementary services provided in connection with cargo services.  Cargo-related revenues are largely aeronautical and therefore subject to maximum rates applicable to aeronautical revenue sources.

 

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues.

 

Permanent Ground Transportation

 

We receive revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on our airport premises.  Our revenues from providers of ground transport services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis, are subject to price regulation.

 

Non-Aeronautical Services

 

General

 

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services.  Our revenues from non-aeronautical services are principally derived from (i) commercial activities, such as the leasing of space in our airports to retailers, restaurants and other commercial tenants, maintaining parking facilities and advertising; (ii) diversification activities, such as hotel services, air cargo logistics services and real estate services; and (iii) complementary activities, which principally include the leasing of space to airlines and the baggage-screening system.

 

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None of our revenues from non-aeronautical services are regulated under our maximum-rate price regulation system, though other authorities may regulate them.  For example, our parking facilities may be subject to certain municipal regulations.

 

As one of the main parts of our business strategy, we have prioritized increasing our non-aeronautical revenues, seeking new commercial, diversification and the development of complementary activities.  As a result of our efforts, our non-aeronautical revenues have increased as a percentage of our revenues.  In 2000, non-aeronautical revenues represented 12% of our total revenues, while in 2011, 2012, 2013 and 2013,2014, non-aeronautical revenues accounted for approximately 21.1%21.9%, 21.9%23.3% and 23.3%23.9% of our total revenues, respectively.  Non-aeronautical revenues represented 23.9%24.4%, 24.4%,26.0% and 26.0% in 2011, 2012, 2013 and 2013,2014, respectively, of the sum of our aeronautical and non-aeronautical revenues.

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Revenues from Commercial Activities

 

As another main part of our business strategy to enhance our non-aeronautical revenues, we have prioritized increasing our revenues from commercial activities in our airports through the development and promotion of the “OMA” brand, including the “OMA Plaza” retail brand, as well as the development and promotion of the commercial services described below.  As a result of our efforts, our revenues from commercial activities increased by 8.1%11.1% in 20132014 as compared to 2012,2013, primarily as a result of the following initiatives:

 

·

Expanding and reconfiguring the commercial space available in our airport terminals. In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase passengers’ exposure to the commercial businesses operating in our airports. As a result, between 2000 and 2014, we increased the total area available for commercial activity in our 13 airports by approximately 95.6%, and have more than tripled the commercial area in the Monterrey airport.

·

Renegotiating agreements with terminal tenants to be more consistent with market practice. We have also improved our lease arrangements with existing tenants by adopting a new type of contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. We estimate, based on the nature of our tenant operations, that approximately 59% of our commercial space is suitable for royalty-based leasing arrangements. As of December 31, 2014, substantially all of the eligible contracts were represented by royalty-based leasing arrangements.

·

·Expanding and reconfiguring the commercial space available in our airport terminals.  In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase passengers’ exposure to the commercial businesses operating in our airports.  As a result, between 2000 and 2013, we increased the total area available for commercial activity in our 13 airports by approximately 79.4%, and have more than tripled the commercial area in the Monterrey airport.

·Renegotiating agreements with terminal tenants to be more consistent with market practice.  We have also improved our lease arrangements with existing tenants by adopting a new type of contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. We estimate, based on the nature of our tenant operations, that approximately 59% of our commercial space is suitable for royalty-based leasing arrangements.  As of December 31, 2013, substantially all of the eligible contracts were represented by royalty-based leasing arrangements.

·Improving the quality of retail offerings in our airports. Historically, commercial tenants in our terminals consisted of small, often similar, local businesses offering goods and services of limited variety. We have leased redesigned space formerly occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality, diversity and brand recognition of commercial goods and services available to our passengers, which we believe, based in part on market surveys conducted at several of our airports, will increase the sales revenues of our commercial tenants, thereby increasing our revenues from commercial activities. As a result, our food and beverage service tenants currently offer internationally recognized brands such as Denny’s, Starbucks, Johnny Rockets, Krispy Kreme and Carl’s Jr. In order to promote commercial development at all of our airports, we encourage commercial tenants to lease bundles of commercial spaces among multiple airports that we operate.

 

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·

·Development and promotion of “OMA Plaza” retail brand. In order to enhance our passengers’ confidence in the retailers operating in our airports, we have developed the “OMA Plaza” brand for our commercial spaces. As part of this initiative, we are standardizing certain merchandising and design elements of our commercial spaces in order to create a more uniform and elegant image that is more appealing to retail customers. In addition, we have developed promotional programs focusing on the further development of the OMA Plaza brand that are intended to stimulate retail sales in our airports. We believe that a recognizable brand and familiar aesthetic for our commercial spaces will make passengers more likely to take advantage of the commercial goods and services available in our airports.

·Providing timely commercial information.  We work on a daily basis to improve our commercial communication.  We believe that good communication is the best method to promote our commercial services and our strongest commercial tenants.  We have developed tools to advertise current promotions and new commercial services.  Giving certain information to our passengers enables them to shop intelligently and makes our service and product launches successful.

·Improving travel experience.  Our commercial team works together with our operational team, airline clients and commercial tenants to devise customer-orientated solutions to deliver a better experience for all our passengers.  Passengers are the lifeblood of any airport, and our mission is to ensure that passengers enjoy their experiences at our airports.  We are committed to ensuring that from the moment passengers step through our doors to the moment they leave, their time is as enjoyable and as stress-free as possible because an unstressed passenger is a passenger who consumes more in restaurants and shops.

Commercial activities in each of our airports currently consist of the following:

·Parking facilities.  Our concessions provide us the right to operate the car parking facilities at all of our airports.  Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Communications and Transportation.  As of October 25, 2010, we started a new Premium Parking Service, which provides higher security and larger and more exclusive parking lots situated next to Terminal B at the Monterrey airport.  These lots offer a valet parking service, which reduces the amount of time it takes to get to the terminal.  We are committed to satisfying both our domestic and international passengers with the highest quality service and security standards in order to improve the overall passenger experience.

·Advertising.  In 2002, we entered into a contract with a subsidiary of Corporación de Medios Integrales, S.A. de C.V., or CMI, pursuant to which we have developed a greater number of and more strategically located billboards, screens (projection and plasma) and other advertising space at our airports.  Under the agreement, CMI places advertising in our airports and we collect a percentage of the revenues that CMI receives from individual advertisers.  We also entered into contracts with Impactos Frecuencia y Cobertura en Medios, S.A. de C.V. in 2013 and ISA Corporativo, S.A. de C.V. at the end of 2011 to develop alternative advertising.

·Retail and duty free.  We have completed several renovation projects as part of our overall effort, described above, to improve the product mix and brand recognition of retail stores in the commercial areas at our airports.  Our retailer tenants currently offer such internationally recognized product brands as Hermès, Mont Blanc, Swatch, Christian Dior, Lancôme,

·

Providing timely commercial information. We work on a daily basis to improve our commercial communication. We believe that good communication is the best method to promote our commercial services and our strongest commercial tenants. We have developed tools to advertise current promotions and new commercial services. Giving certain information to our passengers enables them to shop intelligently and makes our service and product launches successful.

·

Improving travel experience. Our commercial team works together with our operational team, airline clients and commercial tenants to devise customer-orientated solutions to deliver a better experience for all our passengers. Passengers are the lifeblood of any airport, and our mission is to ensure that passengers enjoy their experiences at our airports. We are committed to ensuring that from the moment passengers step through our doors to the moment they leave, their time is as enjoyable and as stress-free as possible because an unstressed passenger is a passenger who consumes more in restaurants and shops.

Commercial activities in each of our airports currently consist of the following:

·

Parking facilities. Our concessions provide us the right to operate the car parking facilities at all of our airports. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Communications and Transportation. In December 2013, we opened a new long-term parking lot in Terminal B of the Monterrey airport. We launched the renovation of 27 parking lots in all 15 terminals of our airports. Renovations included asphalt renewal in nine terminals, the addition of 1,053 covered parking spaces in eight airports, the addition of 25 ATMs, the inclusion of new horizontal and vertical signage and the addition of 61 entrances and exits. We completed work on these renovations at the end of December 2014 to offer customers and both international and domestic passengers more comfortable facilities and an improved experience.

·

Advertising. In 2002, we entered into a contract with a subsidiary of Corporación de Medios Integrales, S.A. de C.V., or CMI, pursuant to which we have developed a greater number of and more strategically located billboards, screens (projection and plasma) and other advertising space at our airports. Under the agreement, CMI places advertising in our airports and we collect a percentage of the revenues that CMI receives from individual advertisers. We also entered into contracts with SSL Digital, S.A. de C.V., in 2014, Impactos Frecuencia y Cobertura en Medios, S.A. de C.V., in 2013 and ISA Corporativo, S.A. de C.V., at the end of 2011 to develop alternative advertising.

·

Retail and duty free. We have completed several renovation projects as part of our overall effort, described above, to improve the product mix and brand recognition of retail stores in

 

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the commercial areas at our airports. Our retailer tenants currently offer such internationally recognized product brands as Hermès, Mont Blanc, Swatch, Christian Dior, Lancôme, L’Oréal, Swarovski, Lacoste, Cartier, Bulgari and Hugo Boss. We also have several duty-free retailers that cater to international passengers.

·

Food and beverage services. Through the years, we have completed “clean-up” projects with respect to our restaurant and bar leases, in order to attract world-class providers of high-quality food and beverage services offering a wider variety of cuisine options and service concepts.

·

Car rentals. We have increased the presence of internationally known name-brand car rental providers at our airports and have encouraged car rental companies to establish on-site automobile pick-up and drop-off facilities at our airports.

·

Time-share marketing and sales. We receive revenues from time-share developers to whom we rent space in our airports for the purpose of marketing and sales of time-share units.

·

Financial services. We lease space to financial services providers (such as currency exchange bureaus, banks and ATMs) at our airports, and we charge providers of these financial services fees based partly on a percentage of the revenues recorded by their operations. ATM service is currently available at all of our airports.

·

Communications. We have consolidated most of the telephone and internet services at our airports with one provider and offer internet access (either wireless internet access or internet service kiosks) at all of our airports.

 

·Food and beverage services.  Through the years, we have completed “clean-up” projects with respect to our restaurant and bar leases, in order to attract world-class providers of high-quality food and beverage services offering a wider variety of cuisine options and service concepts.

·Car rentals.  We have increased the presence of internationally known name-brand car rental providers at our airports and have encouraged car rental companies to establish on-site automobile pick-up and drop-off facilities at our airports.

·Time-share marketing and sales.  We receive revenues from time-share developers to whom we rent space in our airports for the purpose of marketing and sales of time-share units.

·Financial services.  We lease space to financial services providers (such as currency exchange bureaus, banks and ATMs) at our airports, and we charge providers of these financial services fees based partly on a percentage of the revenues recorded by their operations.  ATM service is currently available at all of our airports.

·Communications.  We have consolidated most of the telephone and internet services at our airports with one provider and offer internet access (either wireless internet access or internet service kiosks) at all of our airports.

Revenues from Diversification Activities

 

To enhance our non-aeronautical revenues, we are also focusing our business strategy on generating new services and products to diversify our revenue, such as hotel services, air cargo logistics services and real estate services.  We plan to develop land not needed for aeronautical operations at all of our airports for industrial, logistical or commercial uses that are directly or indirectly related to airport activities in order to strengthen the airports’ role as focal points of economic development in the cities where they are located.  As a result of our efforts, our revenues from diversification activities increased by 18.2%10.1% in 20132014 as compared to 2012,2013, primarily as a result of the following initiatives:

 

·Developments at Mexico City International Airport.  In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2027.  A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.  The Terminal 2 NH Hotel opened in August 2009.  As of December 31, 2013, total revenues amounted to Ps. 176,510 thousand, and annual average occupancy increased to 82.5% from 79.3% in 2012.  In 2013, the annual average rate per room was Ps. 1,618.5.

·OMA Carga Operations.  We have bonded warehouses and provide cargo logistics services, which include handling, maneuvers, loading and unloading, x-ray screening of exports and temporary warehousing, that operate at the Monterrey, Ciudad Juárez and Chihuahua airports.

·Shopping Center and Office Plaza.  Located in the outside areas of Terminal A of the Monterrey airport, the shopping center and office plaza consists of two-story building with commercial space on the lower level and office space for rent on the upper level.

·

Developments at Mexico City International Airport. In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters (53,820 square feet) of commercial space inside the new Terminal 2 of Mexico City International Airport, under a lease agreement with Mexico City International Airport that expires in 2029. A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%. The Terminal 2 NH Hotel opened in August 2009. For the year ended December 31, 2014, total revenues amounted to Ps. 195,742 thousand, and annual average occupancy decreased to 79.6% from 82.5% in 2013. In 2014, the annual average rate per room was Ps. 1,817.

·

OMA Carga Operations. We have bonded warehouses and provide cargo logistics services, which include handling, maneuvers, loading and unloading, x-ray screening of exports and temporary warehousing, that operate at the Monterrey, Ciudad Juárez and Chihuahua airports.

 

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·Office Center for Cargo Logistics Agents.  Leasing of 1,500 square meters (16,146 square feet) of space at the Monterrey airport with an occupancy rate of 93.8% as of December 31, 2013.

·Gasoline Service Station at Monterrey Airport.  In December 2012, a gasoline service station within the Monterrey airport began operations.  The 2,500 square meters (26,910 square feet) of land on which the service station is located is identified for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Pemex Refining, for a renewable term of 15 years.  Grupo ORSAN is responsible for the operation of and all investments in the service station.  In 2013, the leasing of this land to Grupo ORSAN generated revenues of Ps. 319.4

·

Shopping Center and Office Plaza. Located in the outside areas of Terminal A of the Monterrey airport, the shopping center and office plaza consists of two-story building with commercial space on the lower level and office space for rent on the upper level.

·

Office Center for Cargo Logistics Agents. Leasing of 1,500 square meters (16,146 square feet) of space at the Monterrey airport with an occupancy rate of 95% as of December 31, 2014.

·

Gasoline Service Station at Monterrey Airport. In December 2012, a gasoline service station within the Monterrey airport began operations. The 2,500 square meters (26,910 square feet) of land on which the service station is located is identified for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Pemex Refining, for a renewable term of 15 years. Grupo ORSAN is responsible for the operation of and all investments in the service station. In 2014, the leasing of this land to Grupo ORSAN generated revenues of Ps. 1,409 thousand.

 

We continuously evaluate new business opportunities to grow our revenues, and as part of our expansion plans in terms of diversification activities, we have been developing the following projects that we expect to generate revenues in the following years:

 

·Strategic Alliance with VYNMSA Desarrollo Inmobiliario, S.A. de C.V.  In November 2012, we signed a strategic alliance agreement with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. (“VYNMSA”), to build and operate an industrial park at the Monterrey airport.

·

Strategic Alliance with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. In November 2012, we, through our subsidiary OMA Logística, S.A. de C.V., signed a strategic alliance agreement with VYNMSA Desarrollo Inmobiliario, S.A. de C.V. (“VYNMSA”), to build and operate an industrial park at the Monterrey airport, through the company OMA VYNMSA Aero Industrial Park, S.A. de C.V. (in which OMA Logística, S.A. de C.V., has a 51% ownership interest and VYNMSA Desarrollo Inmobiliario, S.A. de C.V., has a 49% ownership interest). As part of this strategic alliance, 32.4 hectares (0.13 square miles) within the Monterrey airport’s perimeter are being developed in phases for use as an industrial park.

·Hotel at Monterrey Airport.  In July 2013, we, through our subsidiary OMA Logística, S.A. de C.V., signed an agreement with Grupo Hotelero Santa Fe, S. de R.L. de C.V., a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand through an investment of which OMA Logística, S.A. de C.V. holds 85% and Grupo Hotelero Santa Fe, S. de R.L. de C.V. holds 15%, to develop the project. The Hilton Garden Inn at the Monterrey airport will include a restaurant and bar, business centers and a fitness center and will be easily accessible from Terminals A and B of the airport.  Construction of the hotel began in January 2014, and the hotel is expected to start operations during the first phase of the industrial park included urbanization works and the construction of a 5,000-square-meter (16,404-square-foot) warehouse.

·

Hotel at Monterrey Airport. In July 2013, we, through our subsidiary OMA Logística, S.A. de C.V., signed an agreement with Grupo Hotelero Santa Fe, S. de R.L. de C.V., a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand through an investment of which OMA Logística, S.A. de C.V., holds 85% and Grupo Hotelero Santa Fe, S. de R.L. de C.V., holds 15%, to develop the project. The Hilton Garden Inn at the Monterrey airport will include a restaurant and bar, business centers and a fitness center and will be easily accessible from Terminals A and B of the airport. Construction of the hotel began in January 2014, and the hotel is expected to start operations during the second quarter of 2015.

 

Revenues from Complementary Activities

 

Our complementary activities generated 16.7% of our non-aeronautical revenues in 2013.2014.  These include:

 

·

·Leasing of space. Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain activities that are not essential to airport operations, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.

·Baggage-Screening Services.  The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006 and all domestic commercial flights as of July 2006 to undergo a comprehensive screening process for the detection of explosives.  We completed the purchase and installation of screening equipment in all of our airports to facilitate our airline customers’ compliance with the new baggage-screening guidelines.  We negotiated an increase to maximum rates as of 2013 with the Mexican Bureau of Civil Aviation to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circular CO SA- 17.2/10 R2.  See “Item  5.  Operating and Financial Review and Prospects—Recent Developments—

 

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·

Baggage-Screening Services. The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006 and all domestic commercial flights as of July 2006 to undergo a comprehensive screening process for the detection of explosives. We completed the purchase and installation of screening equipment in all of our airports to facilitate our airline customers’ compliance with the new baggage-screening guidelines. We negotiated an increase to maximum rates as of 2013 with the Mexican Bureau of Civil Aviation to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circular CO SA-17.2/10 R3. See “Item  5. Operating and Financial Review and Prospects—Recent Developments—Increases in Maximum Rates Associated with Baggage-Screening Services.” Our subsidiary Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening systems at our airports since March 1, 2012. In 2014, our revenues from the operation of checked-baggage screening system service, which are not subject to maximum rates, amounted to Ps. 79,090 thousand.

·

Increases in Maximum Rates Associated with Baggage-Screening Services.”  Our subsidiary Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening systems at our airports since March 1, 2012.  In 2013, our revenues from the operation of checked-baggage screening system service, which are not subject to maximum rates, amounted to Ps. 64,375 thousand.

·Non-Permanent Ground Transportation. Our revenues from providers of ground transportation services deemed “non-permanent” under applicable Mexican law, such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.

 

Our Airports

 

In 2011, 2012, 2013 and 2013,2014, our airports served a total of approximately 11.8 million, 12.6 million, 13.3 million and 13.314.7 million terminal passengers, respectively.  The Monterrey airport, our metropolitan destination, accounted for approximately 47.4%48.5%, 48.5%48.3% and 48.3%48.5% of our terminal passenger traffic in 2011, 2012, 2013 and 2013,2014, respectively.  The Acapulco, Mazatlán and Zihuatanejo airports, our tourist destinations, collectively accounted for approximately 15.3%13.3%, 13.3%13.6% and 13.6%13.1% of our terminal passenger traffic in 2011, 2012, 2013 and 2013,2014, respectively.  The Ciudad Juárez and Reynosa airports, our border destinations, collectively accounted for approximately 7.6%8.0%, 8.0%8.2% and 8.2%8.4% of our terminal passenger traffic in  2011, 2012, 2013 and 2013,2014, respectively.  Our regional destinations (the Culiacán, Chihuahua, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas airports) collectively accounted for approximately 29.7%30.3%, 30.3%29.9% and 29.9%30.0% of our terminal passenger traffic in 2011, 2012, 2013 and 2013,2014, respectively.  All of our airports are designated as international airports under applicable Mexican law, meaning that they are equipped to receive international flights and maintain customs and immigration facilities operated by the Mexican government.

 

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The following tables set forth the passenger traffic volume presented in amounts of (i) total passengers, (ii) terminal departing and arriving passengers and (iii) transit passengers, for each of our airports for the periods indicated:

 

Passenger Traffic

 

 

Year Ended December 31,

 

For the Year Ended December 31,

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2010

 

2011

 

2012

 

2013

 

2014

 

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Terminal(1)

 

Transit(2)

 

Total

 

Total passengers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

839,048

 

7,186

 

846,234

 

736,878

 

3,461

 

740,339

 

596,326

 

5,284

 

601,610

 

546,951

 

3,469

 

550,420

 

617,079

 

11,896

 

628,975

 

736,878

 

3,461

 

740,339

 

596,326

 

5,284

 

601,610

 

546,951

 

3,469

 

550,420

 

617,079

 

11,896

 

628,975

 

631,570

 

14,319

 

645,889

 

Ciudad Juárez

 

631,111

 

15,163

 

646,274

 

633,919

 

17,613

 

651,532

 

673,364

 

19,865

 

693,229

 

699,394

 

19,263

 

718,657

 

702,904

 

20,395

 

723,299

 

633,919

 

17,613

 

651,532

 

673,364

 

19,865

 

693,229

 

699,394

 

19,263

 

718,657

 

702,904

 

20,395

 

723,299

 

769,029

 

12769

 

781,798

 

Culiacán

 

1,062,893

 

96,621

 

1,159,514

 

1,059,904

 

73,643

 

1,133,547

 

1,070,706

 

50,485

 

1,121,191

 

1,168,380

 

42,857

 

1,211,237

 

1,252,235

 

39,903

 

1,292,138

 

1,059,904

 

73,643

 

1,133,547

 

1,070,706

 

50,485

 

1,121,191

 

1,168,380

 

42,857

 

1,211,237

 

1,252,235

 

39,903

 

1,292,138

 

1,307,717

 

24045

 

1,331,762

 

Chihuahua

 

745,165

 

27,078

 

772,243

 

828,123

 

27,276

 

855,399

 

782,133

 

21,941

 

804,074

 

855,129

 

21,137

 

876,266

 

885,659

 

20,097

 

905,756

 

828,123

 

27,276

 

855,399

 

782,133

 

21,941

 

804,074

 

855,129

 

21,137

 

876,266

 

885,659

 

20,097

 

905,756

 

961,538

 

22128

 

983,666

 

Durango

 

213,394

 

1,339

 

214,733

 

217,230

 

1,392

 

218,622

 

227,131

 

3,331

 

230,462

 

241,946

 

3,186

 

245,132

 

235,952

 

2,073

 

238,025

 

217,230

 

1,392

 

218,622

 

227,131

 

3,331

 

230,462

 

241,946

 

3,186

 

245,132

 

235,952

 

2,073

 

238,025

 

255,937

 

2957

 

258,894

 

Mazatlán

 

743,556

 

54,638

 

798,194

 

756,122

 

38,416

 

794,538

 

722,492

 

25,618

 

748,110

 

669,407

 

21,210

 

690,617

 

731,297

 

23,012

 

754,309

 

756,122

 

38,416

 

794,538

 

722,492

 

25,618

 

748,110

 

669,407

 

21,210

 

690,617

 

731,297

 

23,012

 

754,309

 

789,234

 

19100

 

808,334

 

Monterrey

 

5,199,895

 

93,411

 

5,293,306

 

5,380,412

 

80,632

 

5,461,044

 

5,582,794

 

59,122

 

5,641,916

 

6,105,910

 

42,107

 

6,148,017

 

6,417,755

 

35,790

 

6,453,545

 

5,380,412

 

80,632

 

5,461,044

 

5,582,794

 

59,122

 

5,641,916

 

6,105,910

 

42,107

 

6,148,017

 

6,417,755

 

35,790

 

6,453,545

 

7,128,531

 

28686

 

7,157,217

 

Reynosa

 

215,392

 

384

 

215,776

 

198,138

 

449

 

198,587

 

216,599

 

426

 

217,025

 

302,934

 

640

 

303,574

 

392,206

 

742

 

392,948

 

198,138

 

449

 

198,587

 

216,599

 

426

 

217,025

 

302,934

 

640

 

303,574

 

392,206

 

742

 

392,948

 

472,027

 

957

 

472,984

 

San Luis Potosí

 

206,500

 

1,480

 

207,980

 

222,854

 

1,997

 

224,851

 

248,645

 

1,614

 

250,259

 

271,107

 

2,099

 

273,206

 

261,699

 

2,362

 

264,061

 

222,854

 

1,997

 

224,851

 

248,645

 

1,614

 

250,259

 

271,107

 

2,099

 

273,206

 

261,699

 

2,362

 

264,061

 

373,986

 

4265

 

378,251

 

Tampico

 

470,304

 

3,825

 

474,129

 

451,005

 

4,134

 

455,139

 

548,083

 

1,742

 

549,825

 

594,797

 

5,549

 

600,346

 

608,813

 

8,611

 

617,424

 

451,005

 

4,134

 

455,139

 

548,083

 

1,742

 

549,825

 

594,797

 

5,549

 

600,346

 

608,813

 

8,611

 

617,424

 

688,893

 

15979

 

704,872

 

Torreón

 

394,377

 

12,995

 

407,372

 

338,003

 

5,068

 

343,071

 

375,669

 

4,447

 

380,116

 

415,244

 

2,903

 

418,147

 

467,398

 

3,283

 

470,681

 

338,003

 

5,068

 

343,071

 

375,669

 

4,447

 

380,116

 

415,244

 

2,903

 

418,147

 

467,398

 

3,283

 

470,681

 

523,783

 

6629

 

530,412

 

Zacatecas

 

251,602

 

7,888

 

259,490

 

268,577

 

2,690

 

271,267

 

248,029

 

749

 

248,778

 

265,264

 

836

 

266,100

 

259,677

 

1,006

 

260,683

 

268,577

 

2,690

 

271,267

 

248,029

 

749

 

248,778

 

265,264

 

836

 

266,100

 

259,677

 

1,006

 

260,683

 

284,625

 

1656

 

286,281

 

Zihuatanejo

 

545,051

 

4,098

 

549,149

 

496,523

 

2,383

 

498,906

 

480,613

 

4,436

 

485,049

 

457,906

 

1,075

 

458,981

 

459,799

 

2,345

 

462,144

 

496,523

 

2,383

 

498,906

 

480,613

 

4,436

 

485,049

 

457,906

 

1,075

 

458,981

 

459,799

 

2,345

 

462,144

 

508,065

 

6727

 

514,792

 

Total

 

11,518,288

 

326,106

 

11,844,394

 

11,587,688

 

259,154

 

11,846,842

 

11,772,584

 

199,060

 

11,971,644

 

12,594,369

 

166,331

 

12,760,700

 

13,292,473

 

171,515

 

13,463,988

 

11,587,688

 

259,154

 

11,846,842

 

11,772,584

 

199,060

 

11,971,644

 

12,594,369

 

166,331

 

12,760,700

 

13,292,473

 

171,515

 

13,463,988

 

14,694,935

 

160,217

 

14,855,152

 

 

(1)          Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft).

 

(2)          Terminal passengers who arrive at our airports but generally depart without changing aircraft.

 

53



Table of Contents

 

 

Year Ended December 31,

 

2009

 

2010

 

2011

 

2012

 

2013

 

For the Year Ended December 31,

 

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

2010

 

2011

 

2012

 

2013

 

2014

 

Terminal departing passengers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Acapulco

 

296,995

 

122,194

 

419,189

 

254,117

 

116,107

 

370,224

 

237,205

 

61,093

 

298,298

 

232,579

 

40,949

 

273,528

 

278,648

 

39,174

 

317,822

 

254,117

 

116,107

 

370,224

 

237,205

 

61,093

 

298,298

 

232,579

 

40,949

 

273,528

 

278,648

 

39,174

 

317,822

 

274,886

 

40,702

 

315,588

 

Ciudad Juárez

 

302,401

 

433

 

302,834

 

303,974

 

890

 

304,864

 

326,810

 

1,051

 

327,861

 

339,438

 

570

 

340,008

 

341,168

 

544

 

341,712

 

303,974

 

890

 

304,864

 

326,810

 

1,051

 

327,861

 

339,438

 

570

 

340,008

 

341,168

 

544

 

341,712

 

373,338

 

469

 

373,807

 

Culiacán

 

525,464

 

14,629

 

540,093

 

525,301

 

14,234

 

539,535

 

532,970

 

12,643

 

545,613

 

580,661

 

15,262

 

595,923

 

620,037

 

16,300

 

636,337

 

525,301

 

14,234

 

539,535

 

532,970

 

12,643

 

545,613

 

580,661

 

15,262

 

595,923

 

620,037

 

16,300

 

636,337

 

649,647

 

16,963

 

666,610

 

Chihuahua

 

330,430

 

39,504

 

369,934

 

373,103

 

39,686

 

412,789

 

350,642

 

39,779

 

390,421

 

383,173

 

43,082

 

426,255

 

396,488

 

45,894

 

442,382

 

373,103

 

39,686

 

412,789

 

350,642

 

39,779

 

390,421

 

383,173

 

43,082

 

426,255

 

396,488

 

45,894

 

442,382

 

424,021

 

55,237

 

479,258

 

Durango

 

94,040

 

11,312

 

105,352

 

93,895

 

12,649

 

106,544

 

98,780

 

12,659

 

111,439

 

103,273

 

14,742

 

118,015

 

103,045

 

12,923

 

115,968

 

93,895

 

12,649

 

106,544

 

98,780

 

12,659

 

111,439

 

103,273

 

14,742

 

118,015

 

103,045

 

12,923

 

115,968

 

110,107

 

16,470

 

126,577

 

Mazatlán

 

194,543

 

178,082

 

372,625

 

197,648

 

183,320

 

380,968

 

199,362

 

163,608

 

362,970

 

204,234

 

130,676

 

334,910

 

236,199

 

129,541

 

365,740

 

197,648

 

183,320

 

380,968

 

199,362

 

163,608

 

362,970

 

204,234

 

130,676

 

334,910

 

236,199

 

129,541

 

365,740

 

259,659

 

137,412

 

397,071

 

Monterrey

 

2,200,697

 

384,942

 

2,585,639

 

2,244,797

 

444,353

 

2,689,150

 

2,343,593

 

447,962

 

2,791,555

 

2,546,737

 

501,335

 

3,048,072

 

2,688,982

 

512,089

 

3,201,071

 

2,244,797

 

444,353

 

2,689,150

 

2,343,593

 

447,962

 

2,791,555

 

2,546,737

 

501,335

 

3,048,072

 

2,688,982

 

512,089

 

3,201,071

 

2,999,728

 

556,128

 

3,555,856

 

Reynosa

 

103,818

 

1,322

 

105,140

 

95,622

 

792

 

96,414

 

105,594

 

548

 

106,142

 

147,230

 

353

 

147,583

 

190,043

 

261

 

190,304

 

95,622

 

792

 

96,414

 

105,594

 

548

 

106,142

 

147,230

 

353

 

147,583

 

190,043

 

261

 

190,304

 

229,420

 

265

 

229,685

 

San Luis Potosí

 

69,634

 

33,364

 

102,998

 

70,398

 

40,854

 

111,252

 

81,004

 

42,694

 

123,698

 

79,557

 

55,929

 

135,486

 

76,408

 

53,975

 

130,383

 

70,398

 

40,854

 

111,252

 

81,004

 

42,694

 

123,698

 

79,557

 

55,929

 

135,486

 

76,408

 

53,975

 

130,383

 

121,913

 

63,540

 

185,453

 

Tampico

 

209,326

 

25,088

 

234,414

 

198,462

 

28,119

 

226,581

 

246,843

 

27,733

 

274,576

 

272,389

 

26,722

 

299,111

 

275,994

 

28,477

 

304,471

 

198,462

 

28,119

 

226,581

 

246,843

 

27,733

 

274,576

 

272,389

 

26,722

 

299,111

 

275,994

 

28,477

 

304,471

 

314,875

 

31,015

 

345,890

 

Torreón

 

165,160

 

30,914

 

196,074

 

141,279

 

27,173

 

168,452

 

160,864

 

25,336

 

186,200

 

175,251

 

30,451

 

205,702

 

206,272

 

27,324

 

233,596

 

141,279

 

27,173

 

168,452

 

160,864

 

25,336

 

186,200

 

175,251

 

30,451

 

205,702

 

206,272

 

27,324

 

233,596

 

235,919

 

27,218

 

263,137

 

Zacatecas

 

81,436

 

46,203

 

127,639

 

90,214

 

45,785

 

135,999

 

88,878

 

35,760

 

124,638

 

91,657

 

42,687

 

134,344

 

84,663

 

46,144

 

130,807

 

90,214

 

45,785

 

135,999

 

88,878

 

35,760

 

124,638

 

91,657

 

42,687

 

134,344

 

84,663

 

46,144

 

130,807

 

91,071

 

52,829

 

143,900

 

Zihuatanejo

 

152,093

 

123,025

 

275,118

 

134,396

 

115,342

 

249,738

 

142,524

 

98,732

 

241,256

 

138,185

 

91,923

 

230,108

 

141,423

 

91,123

 

232,546

 

134,396

 

115,342

 

249,738

 

142,524

 

98,732

 

241,256

 

138,185

 

91,923

 

230,108

 

141,423

 

91,123

 

232,546

 

142,767

 

108,393

 

251,160

 

Total

 

4,726,037

 

1,011,012

 

5,737,049

 

4,723,206

 

1,069,304

 

5,792,510

 

4,915,069

 

969,598

 

5,884,667

 

5,294,364

 

994,681

 

6,289,045

 

5,639,370

 

1,003,769

 

6,643,139

 

4,723,206

 

1,069,304

 

5,792,510

 

4,915,069

 

969,598

 

5,884,667

 

5,294,364

 

994,681

 

6,289,045

 

5,639,370

 

1,003,769

 

6,643,139

 

6,227,351

 

1,106,641

 

7,333,992

 

 

 

Year Ended December 31,

 

For the Year Ended December 31,

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

2010

 

2011

 

2012

 

2013

 

2014

 

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Domestic

 

International

 

Total

 

Terminal arriving passengers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

339,423

 

80,436

 

419,859

 

293,303

 

73,351

 

366,654

 

257,813

 

40,215

 

298,028

 

253,689

 

19,734

 

273,423

 

282,297

 

16,960

 

299,257

 

293,303

 

73,351

 

366,654

 

257,813

 

40,215

 

298,028

 

253,689

 

19,734

 

273,423

 

282,297

 

16,960

 

299,257

 

301,156

 

14,826

 

315,982

 

Ciudad Juárez

 

327,740

 

537

 

328,277

 

328,836

 

219

 

329,055

 

345,236

 

267

 

345,503

 

359,065

 

321

 

359,386

 

360,612

 

580

 

361,192

 

328,836

 

219

 

329,055

 

345,236

 

267

 

345,503

 

359,065

 

321

 

359,386

 

360,612

 

580

 

361,192

 

394,633

 

589

 

395,222

 

Culiacán

 

522,094

 

706

 

522,800

 

519,617

 

752

 

520,369

 

524,641

 

452

 

525,093

 

570,144

 

2,313

 

572,457

 

613,316

 

2,582

 

615,898

 

519,617

 

752

 

520,369

 

524,641

 

452

 

525,093

 

570,144

 

2,313

 

572,457

 

613,316

 

2,582

 

615,898

 

640,686

 

421

 

641,107

 

Chihuahua

 

346,314

 

28,917

 

375,231

 

386,192

 

29,142

 

415,334

 

362,790

 

28,922

 

391,712

 

397,479

 

31,395

 

428,874

 

409,847

 

33,430

 

443,277

 

386,192

 

29,142

 

415,334

 

362,790

 

28,922

 

391,712

 

397,479

 

31,395

 

428,874

 

409,847

 

33,430

 

443,277

 

443,627

 

38,653

 

482,280

 

Durango

 

102,348

 

5,694

 

108,042

 

103,924

 

6,762

 

110,686

 

108,632

 

7,060

 

115,692

 

114,779

 

9,152

 

123,931

 

111,471

 

8,513

 

119,984

 

103,924

 

6,762

 

110,686

 

108,632

 

7,060

 

115,692

 

114,779

 

9,152

 

123,931

 

111,471

 

8,513

 

119,984

 

120,603

 

8,757

 

129,360

 

Mazatlán

 

200,326

 

170,605

 

370,931

 

198,206

 

176,948

 

375,154

 

200,089

 

159,433

 

359,522

 

213,690

 

120,807

 

334,497

 

248,913

 

116,644

 

365,557

 

198,206

 

176,948

 

375,154

 

200,089

 

159,433

 

359,522

 

213,690

 

120,807

 

334,497

 

248,913

 

116,644

 

365,557

 

271,600

 

120,563

 

392,163

 

Monterrey

 

2,315,744

 

298,512

 

2,614,256

 

2,332,544

 

358,718

 

2,691,262

 

2,408,290

 

382,949

 

2,791,239

 

2,616,416

 

441,422

 

3,057,838

 

2,769,936

 

446,748

 

3,216,684

 

2,332,544

 

358,718

 

2,691,262

 

2,408,290

 

382,949

 

2,791,239

 

2,616,416

 

441,422

 

3,057,838

 

2,769,936

 

446,748

 

3,216,684

 

3,093,287

 

479,388

 

3,572,675

 

Reynosa

 

109,952

 

300

 

110,252

 

101,566

 

158

 

101,724

 

110,225

 

232

 

110,457

 

154,785

 

566

 

155,351

 

201,373

 

529

 

201,902

 

101,566

 

158

 

101,724

 

110,225

 

232

 

110,457

 

154,785

 

566

 

155,351

 

201,373

 

529

 

201,902

 

241,890

 

452

 

242,342

 

San Luis Potosí

 

75,213

 

28,289

 

103,502

 

75,346

 

36,256

 

111,602

 

87,091

 

37,856

 

124,947

 

89,390

 

46,231

 

135,621

 

89,808

 

41,508

 

131,316

 

75,346

 

36,256

 

111,602

 

87,091

 

37,856

 

124,947

 

89,390

 

46,231

 

135,621

 

89,808

 

41,508

 

131,316

 

140,521

 

48,012

 

188,533

 

Tampico

 

221,332

 

14,558

 

235,890

 

206,835

 

17,589

 

224,424

 

254,719

 

18,788

 

273,507

 

278,529

 

17,157

 

295,686

 

287,686

 

16,656

 

304,342

 

206,835

 

17,589

 

224,424

 

254,719

 

18,788

 

273,507

 

278,529

 

17,157

 

295,686

 

287,686

 

16,656

 

304,342

 

326,042

 

16,961

 

343,003

 

Torreón

 

176,105

 

22,198

 

198,303

 

145,486

 

24,065

 

169,551

 

163,404

 

26,065

 

189,469

 

178,550

 

30,992

 

209,542

 

205,680

 

28,122

 

233,802

 

145,486

 

24,065

 

169,551

 

163,404

 

26,065

 

189,469

 

178,550

 

30,992

 

209,542

 

205,680

 

28,122

 

233,802

 

233,710

 

26,936

 

260,646

 

Zacatecas

 

84,398

 

39,565

 

123,963

 

95,886

 

36,692

 

132,578

 

97,857

 

25,534

 

123,391

 

100,209

 

30,711

 

130,920

 

92,046

 

36,824

 

128,870

 

95,886

 

36,692

 

132,578

 

97,857

 

25,534

 

123,391

 

100,209

 

30,711

 

130,920

 

92,046

 

36,824

 

128,870

 

99,187

 

41,538

 

140,725

 

Zihuatanejo

 

165,157

 

104,776

 

269,933

 

149,212

 

97,573

 

246,785

 

152,476

 

86,881

 

239,357

 

148,135

 

79,663

 

227,798

 

146,895

 

80,358

 

227,253

 

149,212

 

97,573

 

246,785

 

152,476

 

86,881

 

239,357

 

148,135

 

79,663

 

227,798

 

146,895

 

80,358

 

227,253

 

157,268

 

99,637

 

256,905

 

Total

 

4,986,146

 

795,093

 

5,781,239

 

4,936,953

 

858,225

 

5,795,178

 

5,073,263

 

814,654

 

5,887,917

 

5,474,860

 

830,464

 

6,305,324

 

5,819,880

 

829,454

 

6,649,334

 

4,936,953

 

858,225

 

5,795,178

 

5,073,263

 

814,654

 

5,887,917

 

5,474,860

 

830,464

 

6,305,324

 

5,819,880

 

829,454

 

6,649,334

 

6,464,210

 

896,733

 

7,360,943

 

 

54



Table of Contents

 

The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2013:2014:

 

Capacity(1) by Airport(2)

 

Airport

 

Peak Air Traffic
Movements per
Hour

 

Runway
Capacity
(3)

 

% Capacity
Used

 

 

Peak Air Traffic
Movements per
Hour

 

Runway
Capacity
(3)

 

% Capacity
Used

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

7

 

40

 

17.5%

 

 

7

 

40

 

17.5

 

 

 

 

 

 

 

 

Ciudad Juárez

 

6

 

20

 

30.0%

 

 

6

 

20

 

30.0

 

 

 

 

 

 

 

 

Culiacán

 

10

 

20

 

50.0%

 

 

10

 

20

 

50.0

 

 

 

 

 

 

 

 

Chihuahua

 

8

 

40

 

20.0%

 

 

8

 

40

 

20.0

 

 

 

 

 

 

 

 

Durango

 

3

 

40

 

7.5%

 

 

4

 

40

 

10.0

 

 

 

 

 

 

 

 

Mazatlán

 

6

 

22

 

27.3%

 

 

6

 

22

 

27.3

 

 

 

 

 

 

 

 

Monterrey

 

21

 

38

 

55.3%

 

 

27

 

38

 

71.1

 

 

 

 

 

 

 

 

Reynosa

 

4

 

18

 

22.2%

 

 

5

 

18

 

27.8

 

 

 

 

 

 

 

 

San Luis Potosí

 

5

 

20

 

25.0%

 

 

5

 

20

 

25.0

 

 

 

 

 

 

 

 

Tampico

 

5

 

22

 

22.7%

 

 

6

 

22

 

27.3

 

 

 

 

 

 

 

 

Torreón

 

5

 

20

 

25.0%

 

 

6

 

20

 

30.0

 

 

 

 

 

 

 

 

Zacatecas

 

3

 

20

 

15.0%

 

 

3

 

20

 

15.0

 

 

 

 

 

 

 

 

Zihuatanejo

 

6

 

20

 

30.0%

 

 

7

 

20

 

35.0

 

 

(1)          Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year).

 

(2)          20132014 figures.

 

(3)          Air traffic movements per hour.

 

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The following table sets forth the terminal capacity of each of our airports as of December 31, 2013:2014:

 

Capacity(1) by Airport(2)

 

Airport

 

Peak Passenger
Traffic
Movements per
Hour

 

Terminal
Capacity
(3)

 

% Capacity
Used

 

 

Peak Passenger
Traffic
Movements per
Hour

 

Terminal
Capacity
(3)

 

% Capacity
Used

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

541

 

1,382

 

39.2%

 

 

467

 

1,382

 

33.8

 

 

 

 

 

 

 

 

Ciudad Juárez

 

465

 

621

 

74.9%

 

 

500

 

621

 

80.5

 

 

 

 

 

 

 

 

Culiacán

 

808

 

938

 

86.2%

 

 

813

 

938

 

87.4

 

 

 

 

 

 

 

 

Chihuahua

 

632

 

781

 

80.9%

 

 

605

 

781

 

77.4

 

 

 

 

 

 

 

 

Durango

 

177

 

485

 

36.5%

 

 

485

 

485

 

39.0

 

 

 

 

 

 

 

 

Mazatlán

 

640

 

1,480

 

43.3%

 

 

647

 

1,570

 

41.2

 

 

 

 

 

 

 

 

Monterrey Terminal A

 

1,096

 

2,127

 

51.5%

 

 

1,290

 

2,127

 

60.6

 

 

 

 

 

 

 

 

Monterrey Terminal B

 

727

 

1,371

 

53.1%

 

 

830

 

1,371

 

60.6

 

 

 

 

 

 

 

 

Monterrey Terminal C

 

897

 

823

 

109.0%

 

 

895

 

823

 

108.7

 

 

 

 

 

 

 

 

Reynosa

 

358

 

326

 

109.8%

 

 

407

 

326

 

124.9

 

 

 

 

 

 

 

 

San Luis Potosí

 

162

 

479

 

33.8%

 

 

327

 

479

 

68.3

 

 

 

 

 

 

 

 

Tampico

 

399

 

683

 

58.4%

 

 

505

 

683

 

73.9

 

 

 

 

 

 

 

 

Torreón

 

356

 

545

 

65.4%

 

 

376

 

545

 

69.0

 

 

 

 

 

 

 

 

Zacatecas

 

314

 

571

 

55.0%

 

 

287

 

571

 

50.3

 

 

 

 

 

 

 

 

Zihuatanejo

 

656

 

809

 

81.1%

 

 

710

 

809

 

87.7

 

 

(1)          Capacity is calculated based on Hour 30 (the thirtieth hour of maximum activity during the year).

 

(2)          20132014 figures.

 

(3)          Passenger traffic during peak hours.

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The following table sets forth the air traffic movements for each of our airports for the periods indicated:

 

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Air Traffic Movements by Airport(1)

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

2011

 

2012

 

2013

 

2014

 

Acapulco

 

26,671

 

25,843

 

23,410

 

22,595

 

21,755

 

 

25,843

 

23,410

 

22,595

 

21,755

 

24,616

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

15,114

 

15,756

 

13,921

 

14,766

 

13,960

 

 

15,756

 

13,921

 

14,766

 

13,960

 

13,750

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

39,044

 

46,226

 

48,045

 

42,910

 

41,482

 

 

46,226

 

48,045

 

42,910

 

41,482

 

38,848

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

33,635

 

35,829

 

33,856

 

32,129

 

30,390

 

 

35,829

 

33,856

 

32,129

 

30,390

 

30,462

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

15,981

 

19,455

 

19,508

 

19,117

 

17,734

 

 

19,455

 

19,508

 

19,117

 

17,734

 

16,660

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

23,514

 

22,687

 

21,938

 

18,480

 

18,104

 

 

22,687

 

21,938

 

18,480

 

18,104

 

17,082

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

85,260

 

90,216

 

86,071

 

88,604

 

90,234

 

 

90,216

 

86,071

 

88,604

 

90,234

 

102,462

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

8,388

 

8,267

 

8,978

 

11,603

 

11,998

 

 

8,267

 

8,978

 

11,603

 

11,998

 

12,590

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

20,236

 

21,212

 

21,432

 

21,396

 

19,092

 

 

21,212

 

21,432

 

21,396

 

19,092

 

21,780

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

20,575

 

21,348

 

20,945

 

22,299

 

20,683

 

 

21,348

 

20,945

 

22,299

 

20,683

 

21,478

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

15,861

 

15,436

 

15,998

 

16,806

 

16,311

 

 

15,436

 

15,998

 

16,806

 

16,311

 

16,820

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

8,742

 

9,936

 

9,515

 

9,819

 

8,447

 

 

9,936

 

9,515

 

9,819

 

8,447

 

8,958

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

13,710

 

12,616

 

12,385

 

11,538

 

10,788

 

 

12,616

 

12,385

 

11,538

 

10,788

 

11,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

326,731

 

344,827

 

336,002

 

332,062

 

320,978

 

 

344,827

 

336,002

 

332,062

 

320,978

 

337,194

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)          Includes departures and landings.

 

The following table sets forth the average number of passengers per air traffic movement for each of our airports for the periods indicated:

 

Average Passengers per Air Traffic Movements by Airport(1)

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

 

2010

 

2011

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

2011

 

2012

 

2013

 

2014

 

Acapulco

 

31.5

 

28.5

 

25.5

 

24.2

 

28.4

 

 

28.5

 

25.5

 

24.2

 

28.4

 

25.7

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

41.8

 

40.2

 

48.4

 

47.4

 

50.4

 

 

40.2

 

48.4

 

47.4

 

50.4

 

55.9

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán

 

27.2

 

22.9

 

22.3

 

27.2

 

30.2

 

 

22.9

 

22.3

 

27.2

 

30.2

 

33.7

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

22.2

 

23.1

 

23.1

 

26.6

 

29.1

 

 

23.1

 

23.1

 

26.6

 

29.1

 

31.6

 

 

 

 

 

 

 

 

 

 

 

 

Durango

 

13.4

 

11.2

 

11.6

 

12.7

 

13.3

 

 

11.2

 

11.6

 

12.7

 

13.3

 

15.4

 

 

 

 

 

 

 

 

 

 

 

 

Mazatlán

 

31.6

 

33.3

 

32.9

 

36.2

 

40.4

 

 

33.3

 

32.9

 

36.2

 

40.4

 

46.2

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

61.0

 

59.6

 

64.9

 

68.9

 

71.1

 

 

59.6

 

64.9

 

68.9

 

71.1

 

69.6

 

 

 

 

 

 

 

 

 

 

 

 

Reynosa

 

25.7

 

24.0

 

24.1

 

26.1

 

32.7

 

 

24.0

 

24.1

 

26.1

 

32.7

 

37.5

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí

 

10.2

 

10.5

 

11.6

 

12.7

 

13.7

 

 

10.5

 

11.6

 

12.7

 

13.7

 

17.2

 

 

 

 

 

 

 

 

 

 

 

 

Tampico

 

22.9

 

21.1

 

26.2

 

26.7

 

29.4

 

 

21.1

 

26.2

 

26.7

 

29.4

 

32.1

 

 

 

 

 

 

 

 

 

 

 

 

Torreón

 

24.9

 

21.9

 

23.5

 

24.7

 

28.7

 

 

21.9

 

23.5

 

24.7

 

28.7

 

31.1

 

 

 

 

 

 

 

 

 

 

 

 

Zacatecas

 

28.8

 

27.0

 

26.1

 

27.0

 

30.7

 

 

27.0

 

26.1

 

27.0

 

30.7

 

31.8

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo

 

39.8

 

39.4

 

38.8

 

39.7

 

42.6

 

 

39.4

 

38.8

 

39.7

 

42.6

 

43.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average of all airports

 

35.3

 

33.6

 

35.0

 

37.9

 

41.4

 

 

33.6

 

35.0

 

37.9

 

41.4

 

43.6

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)          Includes total passengers divided by total air traffic movements.

 

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Air Traffic Movements by Aviation Category(1)

 

 

Year Ended December 31,

 

 

 

 

 

 

 

 

 

 

2012

 

2013

 

 

 

 

 

 

 

For the Year Ended December 31,

 

 

 

 

 

 

 

2012

 

2013

 

2014

 

Commercial aviation

 

182,139

 

185,895

 

 

182,139

 

185,895

 

208,046

 

 

 

 

 

 

Charter aviation

 

697

 

734

 

 

697

 

734

 

829

 

 

 

 

 

 

General aviation and other

 

149,226

 

134,349

 

 

149,226

 

134,349

 

128,319

 

 

 

 

 

 

 

 

 

 

 

Total

 

332,062

 

320,978

 

 

332,062

 

320,978

 

337,194

 

 

 

 

 

 

 

(1)Includes departures and landings for all 13 airports.

 

Metropolitan Destination

 

Monterrey International Airport

 

The Monterrey airport is our most important airport based on passenger traffic (including both domestic and international passengers), air traffic movements and contribution to aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Monterrey airport was the fourth busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, it accounted for approximately 47.4%48.5%, 48.5%48.3% and 48.3%48.5%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 5.6 million, 6.1 million, 6.4 million and 6.47.1 million terminal passengers, respectively, were served by the Monterrey airport.  Of the terminal passengers in 2011, 85.1% were domestic, and 14.9% were international passengers.  In 2012, 84.6% were domestic, and 15.4% were international passengers.  In 2013, 85.1% were domestic, and 14.9% were international passengers.  In 2014, 85.5% were domestic, and 14.5% were international passengers.  This airport serves primarily business travelers and is also a hub for the transportation of goods.

 

A total of 12 airlines (11 commercial airlines and one charter airline) operated at this airport during 2013.2014.  In 2013,2014, airlines operating at this airport served 3642 direct destinations, including 2630 domestic destinations and 1012 international destinations.  In 2013,2014, the principal routes to and from this airport, based on passenger traffic, were Mexico City, Cancún, Guadalajara, Toluca, Hermosillo, Veracruz, Chihuahua, Toluca, Houston, Dallas, Houston, Atlanta, Las Vegas, Chicago, Detroit, San Antonio Chicago, Detroit and Panama City.

 

In 2013,2014, the principal domestic airlines operating at the airport were VivaAerobus, Interjet, Aeroméxico andConnect, Aeroméxico, Connect.Volaris and TAR.  Aeroméxico Connect started flying to and from Toluca on February 25, 2013 and stopped flying to and from Brownsville and Laredo on April 26 and August 10, 2013, respectively.  Aeroméxico started flying to and from Chicago on December 12, 2013 and stopped flying to and from Cancún on August 29, 2013.  VivaAerobus started flying to and from Querétaro and La Paz on September 2 and December 14, 2013, respectively, and stopped flying to and from Las Vegas, Cuernavaca and San Antonio on February 2, May 13 and August 17, 2013, respectively.  Interjet started flying to and from Las Vegas on March 13, 2013 and stopped flying to and from Havana on April 14, 2013.  On May 5, 2014 Aeroméxico started flying to Aguascalientes and in June 2014 Aeroméxico opened domestic routes to Cancún, San Luis Potosí, Puerto Vallarta, San José del Cabo.  On June 17, 2014, TAR started flying to Tampico. The principal non-Mexican airlines operating at this airport are United, American Airlines, United, Delta and Copa.  Avianca stopped flying to and from San José, Costa Rica on May 15, 2013.  Delta started flying to and from Los Angeles on November 2, 2014.  Aeroméxico started flying to and from Tokyo, Japan, Houston and New York on September 19, November 3 and December 8, 2014, respectively.

 

The Monterrey airport is located approximately 21 kilometers (13 miles) from the city of Monterrey, which has a population (including its suburbs) of approximately 3.9 million inhabitants.  Monterrey is Mexico’s third largest city based on population and is one of Mexico’s most productive

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industrial centers.  It is home to many of Mexico’s largest companies in a wide variety of industries, as well as several major universities.  Monterrey is the capital of the state of Nuevo León, the third largest contributor to Mexico’s GDP.

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The Monterrey airport operates 24 hours a day.  The airport currently has two operating runways, one with a length of 3,000 meters (9,842 feet) and the other with a length of 1,800 meters (5,905 feet).  The airport’s runway capacity is 38 air traffic movements per hour.  The airport also has an instrument landing system on runway 29.  The airport occupies a total area of 821820 hectares (3.17 square miles) and has three commercial passenger terminal buildings (Terminal A, B and C for domestic and international flights) with a total area of approximately 58,848 square meters (6,334,434 square feet).  The airport has three platforms for commercial aviation operations, one platform for general aviation operations, one platform for air freight operations and eleven taxiways.

 

The Terminal A building has a total area of approximately 28,96629,783 square meters (311,787(320,582 square feet), of which 3,3313,606 square meters (35,855(38,815 square feet) is commercial space, a 21-position apron for commercial aviation, a two-position apron for air freight, a 10-positionsix-position apron for general aviation, nine air bridges, an ample boarding lounge for passengers making connections with other flights and other boarding lounges.  Terminal A has 14 boarding gates for international or domestic flights and a public parking facility that accommodates 1,1941,149 vehicles.

 

The Terminal B building started operations on September 1, 2010, and is used by Aeroméxico, Aeroméxico Connect and Delta.  Terminal B has the capacity to service 2.0 million passengers per year.  The 19,187-square-meter (206,527-square-foot) facilitya total area of approximately 19,187 square meters (206,527 square feet), of which 2,402 square meters (25,855 square feet) is commercial space.  It has two levels plus a mezzanine and includes six air bridges, a 15-position generalcommercial aviation apron and 10 boarding gates.  Terminal B also has a public parking facility that accommodates 625624 vehicles.  A subsidiary of our affiliate Empresas ICA was engaged to construct the foundation, procure, fabricate and assemble the metallic structure and install the three-dimensional roofing structure for the facility.  The relevant agreement was approved, in accordance with our Related Party Guidelines, by our Board of Directors upon the recommendation of our Committee responsible for Corporate Practices Functions, which concluded that the contract is on terms that the Committee believes are arm’s-length.

 

The Terminal C building has a total area of approximately 9,878 square meters (88,479 square feet)., of which 1,259 square meters (13,552 square feet) is commercial space.  This terminal, which commenced operation at year-end 2006, is used by the low-cost carrier VivaAerobus.  Terminal C has four boarding gates and serves five aircraft positions for general aviation.  In October 2007, in response to the request of low-cost carrier VivaAerobus, we started an expansion of the Terminal C building.  In particular, this expansion led to a development of a commercial area with nine leased spaces for duty free, snacks, and boutiques, an enlargement of the waiting lounge and the construction of an additional baggage-claim area with space for the principal customs and migration authorities.  In October 2011, we began the construction of a new project in Terminal C consisting of new modern access to the terminal building, more commercial spaces and an additional baggage-claim area, with a total area of approximately 3,420 square meters (36,812 square feet); this area began operation in January 2012.  Currently, Terminal C has a public parking facility that accommodates 412730 vehicles.

 

The Monterrey airport offers one of Mexico’s most attractive air shipping options, both as a final destination and as a logistical hub.  Its current infrastructure servicing air cargo operations includes bonded terminal warehouses.  An area of 6,565 square meters (70,665 square feet) has been occupied by United Parcel Service and Federal Express since 2004 and DHL and OMA Carga (which we operate directly) since January 2010, as well as by merchandise checkpoint platforms (which can service nine trailers simultaneously), facilities for Mexican Customs Officers and parking for 296 cars and 32 trailers.  Roadways suitable for trailers and cars that serve the terminal, and dry, temperature-controlled and x-ray facilities are available.

 

In December 2012, a gasoline service station in the Monterrey airport began operations.  The 2,500 square meters (26,910 square feet) of land on which the service station is located was identified as a site for diversification activities and was leased to Grupo ORSAN, an authorized distributor of Pemex Refining, for a renewable term of 15 years.  Grupo ORSAN is responsible for the operation of and all investments in the service station.  For the year ended December 31, 2014, the leasing of space to Grupo ORSAN generated Ps. 1,409 thousand.

 

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investments in the service station.  For the year ended December 31, 2013, the leasing of space to Grupo ORSAN generated Ps. 319.4 thousand.

 

To allow the future expansion of the Monterrey airport, including its second runway, in 2009, we completed the acquisition of land strategically located adjacent to the Monterrey airport with an aggregate surface area of 777 hectares (3 square miles) for an aggregate price of Ps. 1,159,631 thousand (U.S.$ 88.8 million) (amount expressed in nominal 2009 pesos).  The acquired land is classified in our financial statements as land owned by the Company at its acquisition value, presented as a fixed asset.  On October 1, 2012, we presented a proposal to the Mexican Bureau of Civil Aviation to recover the cost of itsour investment in the land, meaning that itwe requested that the Mexican Bureau of Civil Aviation recognize the acquired land as part of our future investment in the Monterrey airport concession included in the airport’s required master development program investments, rather than as a fixed asset that we own.  On December 4, 2012, we received authorization from the Mexican Bureau of Civil Aviation to reallocate Ps. 386,538 thousand (amount expressed in nominal 2009 pesos) in investments to be included in the 2011–2015 master development program for the Monterrey airport.  Additionally, during the 2011 master development program review, Ps. 77,306 thousand was reallocated due to extraordinary adjustment of the Monterrey airport’s maximum rate under its master development program.  We are currently reviewing various possibilities for the recovery of the remaining land with the Mexican Bureau of Civil Aviation at a cost of Ps. 695,769 thousand (amount expressed in nominal 2009 pesos).  The actual amounts of recovery are adjusted annually based on the Mexican Producer Index (Índice Nacional de Precios Productor).

 

In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession.  Historically, Aeropuerto del Norte has been used solely for general aviation operations.  The state of Nuevo León has requested in the past that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations.  To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession.  However, there can be no assurance that theThe Ministry of Communications and Transportation will notmay authorize such an amendment and that commercial aviation flights will not operate from Aeropuerto del Norte in the future.  In addition, we understand that Aeropuerto del Norte is not capable of accommodating commercial passenger traffic with its current infrastructure.

 

Tourist Destinations

 

Acapulco International Airport

 

The Acapulco airport is our sixthseventh most important airport based on passenger traffic and air traffic movements and our sixthseventh most important airport based on aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Acapulco airport was the 19th22nd busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, it accounted for approximately 5.1%4.3%, 4.3%4.6% and 4.6%4.3%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 596,326, 546,951, 617,079, and 617,079631,570 terminal passengers, respectively, were served by the Acapulco airport.  Of the terminal passengers in 2011, 83.0% were domestic, and 17.0% were international.  In 2012, 88.9% were domestic, and 11.1% were international.  In 2013, 90.9% were domestic, and 9.1% were international.  In 2014, 91.2% were domestic, and 8.8% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.  The increase in

A total of 12 airlines (eight commercial airlines and four charter airlines) operated at this airport during 2014.  In 2014, airlines operating at this airport served ten direct destinations, including six domestic destinations and four international destinations.  In 2014, the principal routes to and from this airport, based on passenger traffic at the Acapulco airport of 12.8% from 2012 to 2013 is mainly due to the new Acapulco-Toluca route operated by Aeroméin 2014, were México Connect since March 1, 2013.City, Toluca, Tijuana and Monterrey.

 

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A total of 15 airlines (ten commercial airlines and five charter airlines) operated at this airport during 2013.  In 2013, airlines operating at this airport served ten direct destinations, including four domestic destinations and six international destinations.  In 2013, the principal routes to and from this airport, based on passenger traffic in 2013, were México City, Toluca, Tijuana and Monterrey.

In 2013,2014, the principal domestic airlines operating at the airport were Interjet, Aeroméxico Connect, Interjet, Aeromar, Volaris, Aeroméxico, Volaris, VivaAerobus and Aeromar.TAR.  Aeroméxico Connect started flying to and from Toluca on March 1, 2013.  On March 20, 2014, TAR began flying to and from Querétaro and on June 6, 2014 began flying to and from Guadalajara.  On October 26, 2014, Volaris began to fly to and from Mexico City.  The principal non-Mexican airline operating at the airport was United, and its main direct destination was Houston.  Charter airlines operated fivethree charter routes, of which the most popular were Montreal, Toronto and London.Toronto.  Delta stopped operations at the airport on April 7, 2012.

 

The Acapulco airport is located approximately 15 kilometers (9 miles) from the city of Acapulco in the state of Guerrero, which has a population (including its suburbs) of 789,971.  Guerrero is Mexico’s 12th largest state based on population, and the city of Acapulco is one of Mexico’s most recognized tourist destinations, of particular importance as a port of embarkation and disembarkation for cruise ships.  We believe that these cruise ship passengers could represent a significant portion of the airport’s terminal passengers.

 

The Acapulco airport operates 24 hours a day.  The airport has two operating runways and six taxiways.  The principal runway has a length of 3,300 meters (10,827 feet), and the auxiliary runway has a length of 1,700 meters (5,577 feet).  The apron servicing commercial aviation accommodates 15 airplanes, and the general aviation apron accommodates 29 aircraft.

 

The runway capacity at the Acapulco airport is 40 air traffic movements per hour.  The airport also has two instrument landing systems on for landing in low visibility on runways 10 and 28, which provide precise guidance to assist aircraft during landing.  The airport occupies a total area of 448.7 hectares (1.73 square miles) with a total terminal space of 19,341 square meters (208,184 square feet), of which 1,3821,461 square meters (14,875(15,726 square feet) is commercial space.  Besides having the instrument landing system, runway 10-28 has approach lights and flashes on both headers.  Currently, the Acapulco airport has a public parking facility that accommodates 235239 vehicles.

The general aviation platform has capacity to park either seven Bravo (B) category aircraft and 22 Alpha (A) category aircraft or eight Bravo (B) category aircraft and 12 Alpha (A) category aircraft.  Two of these Bravo (B) category positions are used to load and unload passengers.  Additionally, a dual-position area enables both types of aircraft to park in these positions.  Runway 10-28 is 45 meters (148 feet) wide and meets Eco (E) standards.

 

Due to its technical and geographic characteristics, the Acapulco airport is the primary alternate airport of Mexico City.  The length of the airport’s runway as well as its elevation and average temperature makes it possible to operate airplanes at their maximum passenger, freight and fuel capacities.  There is currently no airport in closer proximity to the airport of Mexico City with better air traffic conditions than those of the Acapulco airport.

 

Mazatlán International Airport

 

The Mazatlán airport is our fourth most important airport based on passenger traffic.  According to the Mexican Bureau of Civil Aviation, the Mazatlán airport was the 17th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, it accounted for approximately 6.1%5.3%, 5.3%5.5% and 5.5%5.4%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013, and 2013,2014, a total of 722,492, 669,407, 731,297 and 731,297789,234 terminal passengers, respectively, were served by the Mazatlán airport.  Of the terminal passengers in 2011, 55.3% were

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domestic, and 44.7% were international.  In 2012, 62.4% were domestic, and 37.6% were international.  In 2013, 66.3% were domestic, and 33.7% were international.  In 2014, 67.3% were domestic, and 32.7% were international. The airport’s passengers are predominantly domestic tourists who come from Mexico City, Monterrey and Tijuana among other cities and international tourists who come primarily from the United States and Canada.  Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

 

A total of 1614 airlines operate at the airport (12 commercial airlines and fourtwo charter airlines).  In 2013,2014, the Mexican commercial airlines operating at this airport were VivaAerobus, Aeroméxico Connect, Aeroméxico, Volaris, Interjet and Magnicharters.

 

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In 2013,2014, the non-Mexican commercial airlines operating at the airport were US Airways, Alaska Airlines, WestJet, American Eagle, Delta and Mesa Airlines and Delta.Airlines.  The airlines’ operations at the airport serve ten direct destinations throughout the year on a regular basis.  Of these destinations, Mexico City, Monterrey, Tijuana, La Paz, Los Mochis and San José del Cabo Los Mochis and Guadalajara were the domestic routes.  The international destinations served by this airport were Phoenix and Los Angeles in the United States and Edmonton and Toronto in Canada.  United stopped flying to and from Houston on November 29, 2012.  The charter airlines were Aviacíon Comercial Especializada, MNSunwing Airlines and Aerolíneas Damojh and Caljet.Damojh.  These charter airlines fly to and from Minneapolis Los Angeles and Denver in the United States and to and from Edmonton, Toronto and Vancouver Edmonton and Toronto in CanadaCanada.

 

The Mazatlán airport is located approximately 18 kilometers (11 miles) from the city of Mazatlán, which has a population of 438,434.  Mazatlán is the principal tourist destination of the Sinaloa region, with about 9,21711,235 hotel rooms, according to the Mexican Ministry of Tourism (Secretaría de Turismo).  Mazatlán offers attractive beaches and is also a major producer of shrimp, sardines and tuna.

 

The Mazatlán airport operates 24 hours a day.  Its runway capacity is 22 air traffic movements per hour.  The airport occupies approximately 458 hectares (1.77 square miles) of land.  The airport’s facilities include a terminal building with a total area of 17,75818,835 square meters (191,145(202,738 square feet), of which 1,4802,019 square meters (15,930(21,732 square feet) is commercial space.  The airport has a commercial aviation apron with 10 positions and a general aviation apron with 60 positions.  In addition, the airport has four air bridges and a public parking facility that accommodates 158157 vehicles.  The airport’s runway is 2,702 meters (8,865 feet) long, with four taxiways that connect the commercial and general aviation platforms and includes an instrument landing system on runway 26.

 

The Mazatlán airport has been extensively remodeled and upgraded since 2000 in order to improve its operational efficiency and appearance.  Its runway system was completely replaced in 2001, and its platform for general aviation was completely renovated in 2003.  TheIn 2014, the terminal building was also remodeled to include, among other amenities, tourist information servicesexpanded by 2,300 square meters (24,757 square feet) and new charter flight check-in counters.  The remodeling project was completed in 2003.  Other improvements to2,500 square meters (26,919 square feet) of space were refurbished, including the main façade of the airport, included the separation of the arrivalwaiting area, check-in and departure areas, general improvements to the international boarding areainspection points, restrooms and a helicopter-landing platform.  In 2010 and 2011, the airport’s inner façade was remodeled to give it a modern appearance.  The main building wasoffices.  Commercial spaces were also restored to integrate new business concepts and to make an extension of the platform to provide more safety and efficiency to air operations.expanded.

 

On February 19, 2014, the Mazatlán airport was named Best Regional Airport in Latin America and the Caribbean for 2013 by the Airports Council International (ACI).  Previously, the Mazatlán airport had been named Best Regional Airport in Latin America and the Caribbean for 2011 by the ACI on February 14, 2012.  ACI is the international organization that represents airport interests with governments and agencies, develops standards, practices and policies and provides information and training to raise quality standards in airport management and operations.  It has 591 members operating 1,861 airports in 177 countries and territories.  Since its creation in 2006, the Airport Service Quality Awards (“ASQ Awards”) have become the world’s leading airport passenger satisfaction benchmark,

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with over 220 airports participating.  The ASQ Awards recognize the best airports in the world based on ACI’s ASQ passenger satisfaction survey.

Zihuatanejo International Airport

 

The Zihuatanejo airport is our ninth most important airport based on passenger traffic.  According to the Mexican Bureau of Civil Aviation, the Zihuatanejo airport was the 27th28th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, it accounted for approximately 4.1%, 3.6%,3.5% and 3.5%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 480,613, 457,906, 459,799 and 459,799508,065 terminal passengers, respectively, were served by the Zihuatanejo airport.  Of the terminal passengers in 2011, 61.4% were domestic, and 38.6% were international.  In 2012, 62.5% were domestic, and 37.5% were international.  In 2013, 62.7% were domestic, and 37.3% were international. In 2014, 59.1% were domestic, and 40.9% were international.  Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are seasonal and are affected by Mexican economic conditions.

 

A total of 2221 airlines operate at the airport (13(14 commercial airlines and nineseven charter airlines).  In 2013, the principal domestic airlines were Interjet, Aeroméxico Connect, Magnicharters and Aeroméxico.Aeromar.  In 2013,2014, the non-Mexican airlines operating at the airport included Alaska Airlines, United and US Airways.Westjet.  In 2013,2014, airlines operating at this airport served five regular destinations during the year:  Mexico City, Toluca, Los Angeles, Houston and Phoenix.  In 2013,2014, the most important charter airlines operating at this airport were Air Canada (Vancouver, Calgary,(Toronto, Montreal, Vancouver and Toronto)Calgary), MNSunwing Airlines (Minneapolis)(Kelowna), Air Transat (Montreal), AirtranAirTran Airways (Milwaukee), which merged with Southwest Airlines in December 2014, and Frontier (Denver)Miami Airlines (Chicago).

 

The Zihuatanejo airport is located approximately 12 kilometers (7 miles) from the city of Zihuatanejo.  Situated in the state of Guerrero, with a population of 118,211 people, the city of

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Zihuatanejo is one of Mexico’s most attractive tourist destinations, with approximately 5,164 hotel rooms, according to the Ministry of Tourism, a marina, world-class golf courses and a growing residential real estate market.

 

The Zihuatanejo airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time).day.  The airport has one runway, which is 2,500 meters (8,202 feet) long with a runway capacity of 20 air traffic movements per hour.  The airport’s facilities include a terminal building encompassing an area of 9,710 square meters (104,517 square feet), including 1,027971 square meters (11,055(10,452 square feet) of commercial space.  It has a six-position commercial aviation apron, a 21-position general aviation apron and two taxiways.  Currently, the Zihuatanejo airport has a public parking facility that accommodates 169171 vehicles.

 

The quality of services offered at the Zihuatanejo airport has improved as a result of the rehabilitation of its runway, the remodeling and expansion of the departure gate area and the reconfiguration of the passenger and carry-on luggage screening area.

 

Regional Destinations

 

Chihuahua International Airport

 

The Chihuahua airport is our third most important airport based on passenger traffic and air traffic movements and our third most important airport based on aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Chihuahua airport was the 15th14th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, it accounted for approximately 6.6%6.8%, 6.8%6.7% and 6.7%6.5%, respectively, of our terminal passenger traffic.

 

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In 2011, 2012, 2013 and 2013,2014, a total of 782,133, 855,129, 885,659 and 885,659961,538 terminal passengers, respectively, were served by the Chihuahua airport.  Of the terminal passengers in 2011, 91.2% were domestic, and 8.8% were international.  In 2012, 91.3% were domestic, and 8.7% were international.  In 2013, 91.0% were domestic, and 9.0% were international.  In 2014, 90.2% were domestic, and 9.8% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

A total of 10eight commercial airlines operate at the airport (nine commercial airlines and one charter airline);airport; the principal airlines are Aeroméxico Connect, Volaris, Interjet, Aeroméxico, VivaAerobus, American Eagle and United.  In 2013,2014, airlines operating at this airport served 13 destinations, including Mexico City, Monterrey, Guadalajara, Hermosillo, Cancún, Hermosillo, Ciudad Juárez, Dallas and Houston.  Volaris started flying to and from Monterrey on March 29, 2014 and to and from Denver on July, 12, 2014.  Volaris started flying to Cancún and Tijuana on July 1, 2013 and October 15, 2013, respectively.  VivaAerobus started flying to and from Guadalajara on February 15, 2010, and ended this route on August 19, 2011.  On May 22, 2012, Volaris and from started flying to and from Guadalajara three times a week.  On May 12, 2012, Aeroméxico started flying charter routes to and from Puerto Vallarta, Mazatlán and Cancún.

 

The Chihuahua airport is located approximately 18 kilometers (11 miles) from the city of Chihuahua, the capital of the state of Chihuahua.  The city’s population is 794,139.  The state of Chihuahua ranks 14th largest based on GDP.  Chihuahua’s close proximity to the United States and its highly developed maquiladora industry account for the majority the airport’s incoming and outgoing traffic.

 

The Chihuahua airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time),day.  The airport has three runways, with lengths of 2,600 meters (8,530 feet), 2,400 meters (7,874 feet) and 1,100 meters (3,609 feet), respectively.  The runway system has a capacity of 40 air traffic movements per hour.  The airport also has an instrument landing system on runway 36.  The airport occupies a total area of approximately 921.4 hectares (3.56 square miles).  The airport’s facilities include a terminal building with a total area of approximately 7,813 square meters (84,098 square feet), including 876874 square meters (9,429(9,408 square feet) of commercial space,

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an eight-position apron for commercial aviation, two aprons with a 21-position aprontotal of 21 positions for general aviation, four taxiways, a one-position apron for airfreight and one air bridge.  The airport has six gates for international or domestic flights.  Currently, the Chihuahua airport has a public parking facility that accommodates 298257 vehicles.

 

To accommodate growing demand for airfreight services and an expanding local economy, we completed the construction of a cargo area, which includes a warehouse, a customs office, x-ray zones, storage areas and packaging offices.  We currently operate all international cargo operations at this airport directly.

 

In September 2011, we began with the expansion of the waiting lounge at the Chihuahua airport from a total area of 875 square meters (9,418 square feet) to an expanded new area of 1,163 square meters (12,518 square feet).  On July 11, 2012, the expanded waiting lounge began operation.

 

Culiacán International Airport

 

The Culiacán airport is our second most important airport based on passenger traffic, air traffic movements and contribution to aeronautical revenues.  According to the Mexican Bureau of Civil Aviation, the Culiacán airport was the 10th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, it accounted for approximately 9.1%9.3%, 9.3%9.4% and 9.4%8.9%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 1,070,706, 1,168,380, 1,252,235 and 1,252,2351,307,717 terminal passengers, respectively, were served by the Culiacán airport.  Of the terminal passengers in 2011, 98.8% were domestic, and 1.2% were international.  In 2012, 98.5% were domestic, and 1.5% were international.  In

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2013, 98.5% were domestic, and 1.5% were international.  In 2014, 98.7% were domestic, and 1.3% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are highly affected by Mexican economic conditions.

 

The airport’s terminal passenger traffic consists predominantly of commercial aviation.  In 2011, 2012, 2013 and 2013,2014, commercial aviation accounted for approximately 96.8%97.5%, 97.5%98.2% and 98.2%98.0%, respectively, and general aviation accounted for approximately 3.2%, 2.5% an 1.8%,1.8% and 2.0%, respectively, of the airport’s terminal passenger traffic.

 

A total of sixfive commercial airlines operate at the airport; the principal airlines are Volaris, VivaAerobus, Aeroméxico, Aeroméxico Connect,VivaAerobus, Interjet, and Transportes Aeropacífico.Aeromexico.  In 2013,2014, airlines operating at this airport served nineseven destinations, including Tijuana, Mexico City, Tijuana, Monterrey, Guadalajara, La Paz, San José del Cabo Hermosillo, Loreto and Las Vegas.Hermosillo.  Volaris started flying to and from Hermosillo on October 19, 2012, but stopped flying this route on November 30, 2012.  Volaris also started flying a weekly international route to and from Los Angeles on August 4, 2012.  Aeroméxico Connect started flying to and from Loreto on March 24, 2013 and Aeroméxico started flying to and from Tijuana on October 1, 2013.  On August 21, 2014, Interjet started flying to and from Tijuana.

 

The Culiacán airport is located approximately 1214 kilometers (7(9 miles) from the city of Culiacán.  The population of the whole municipality is 994,241.  Culiacán is the capital of the state of Sinaloa, an important producer of beef and agricultural products.  The potential for growth of exports to the United States could generate an increase in cargo operations at this airport, though we can offer no assurances that such growth will in factmay not occur, or thatand therefore cargo operations wouldmay not increase as a result thereof.

 

The Culiacán airport operates 16 hours a day, from 6:00 a.m. to 10:00 p.m. (local time).day.  Its runway capacity is 20 air traffic movements per hour.  The airport occupies a total area of 294.3 hectares (1.14 square miles) and has two air bridges.  An additional parcel.  The airport’s facilities include a terminal building with a total area of 32.5 hectares (0.13 square miles) of land in the southern part of the airport was acquired in 2008 as a strategic land reserve that we expect will allow future runway extension, as contemplated in the master development programs.

In 2002, in order to improve efficiency, we completed the construction of a new 8,046-square-meter (86,607-square-foot) terminal that includes 1,217approximately 11,250 square meters (13,096(121,094 square feet), including 1,578 square meters (16,985 square feet) of commercial space, a boarding lounge, 15 commercial establishments, a 272-space public parking area, a five-positionan eight-position apron for

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commercial aviation, a 60-position apron for general aviation, two taxiways and two air bridges.  In 2009, the commercial apron was reconfigured to simultaneously park up to eight aircraft and still have the capacity to simultaneously accommodate up to five type-C aircraft and at least one type-B (regional) aircraft.The Culiacán airport has a public parking facility that accommodates 297 vehicles.

 

The Culiacán airport also includes military installations.  The presence of these installations amid their operational activity may at some point affect the airport’s runway capacity at peak hours, thus affecting its civil aviation operations.

 

On February 16, 2012, the Culiacán airport entered into a construction process in order to increase its terminal building area by more than 3,000 square meters (32,292 square feet).  The project involved an internal refurbishment of nearly 2,500 square meters (26,910 square feet).  On November 7, 2012, construction was completed and the refurbished terminal building began operations.  The reconfiguration of the passenger inspection point is expected to optimize its operation, as it will operate with three simultaneous inspection posts that are expected to increase efficiency.  The waiting lounge was expanded to 1,856 square meters (19,978 square feet) from 1,130 square meters (12,163 square feet).  Similarly, the available commercial spaces at the completion of the project increased from 973 square meters (10,473 square feet) to 1,209 square meters (13,014 square feet).  This expansion project was complemented with renovations including the reconfiguration of the HVAC system.

 

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Durango International Airport

 

In each of 2011, 2012, 2013 and 2013,2014, the Durango airport accounted for approximately 1.8%1.7% of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 227,131, 241,946, 235,952 and 235,952255,937 terminal passengers, respectively, were served by the Durango airport.  Of the terminal passengers in 2011, 91.3% were domestic, and 8.7% were international.  In 2012, 90.1% were domestic, and 9.9% were international.  In 2013, 90.9% were domestic, and 9.1% were international.  In 2014, 90.1% were domestic, and 9.9% were international.   Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

A total of threefour commercial airlines currently operate at the airport:  Aeroméxico Connect, Aeromar, TAR and United.  United started flying a weekly route to and from Los Angeles on March 10, 2012.  AeromarTAR began operating at this airport on April 15, 2011,March 14, 2014, with two daily flights to and from Mexico City.flights.

 

In 2013,2014, airlines operating at this airport served foursix direct destinations (Mexico City, Guadalajara, Monterrey, Tijuana, Houston and Los Angeles) throughout the entire year.

 

The Durango airport is located approximately 16 kilometers (10 miles) from the City of Durango, which has a population of 582,267.  The state of Durango is rich in natural resources and is Mexico’s leading producer of gold, silver, lead and zinc.

 

The Durango airport operates 14 hours a day, from 6:00 a.m. to 8:00 p.m. (local time).day.  The airport’s runway is 2,900 meters (9,514 feet) long.  The runway has five taxiways and a capacity of 40 air traffic movements per hour.

 

The airport’s total area is 552.2 hectares (2.13 square miles).  Its facilities include a 3.878-square-meter3,878-square-meter (41,742-square-foot) terminal building with 142485 square meters (1,528(5,221 square feet) of commercial space.  It has a four-position commercial aviation apron, a 29-position general aviation apron and a 138-space public parking area.  The airport has two boarding gates for international or domestic flights.

 

Improvements to the airport in 2008 included an improved boarding lounge for international and domestic flights, the expansion of the concourse, the expansion of the check-in area, improvement of commercial spaces, the expansion of the public parking lots and the separation of the arrival and departure areas.

San Luis Potosí International Airport

 

According to the Mexican Bureau of Civil Aviation, the San Luis Potosí airport was the 34th33rd busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, the San Luis Potosí airport accounted for approximately 2.1%2.2%, 2.2%2.0% and 2.0%2.5%, respectively, of our terminal passenger traffic.

 

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In 2011, 2012, 2013 and 2013,2014, a total of 248,645, 271,107, 261,699 and 261,699373,986 terminal passengers, respectively, were served by the San Luis Potosí airport.  Of the terminal passengers in 2011, 67.6% were domestic, and 32.4% were international.  In 2012,in2012, 62.3% were domestic, and 37.7% were international.  In 2013, 63.5% were domestic, and 36.5% were international.  In 2014, 70.2% were domestic, and 29.8% were international.   Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

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A total of seven commercial airlines operate at the airport:  Aeroméxico Connect, Volaris, Aeromar, Volaris,Interjet, Magnicharters, Aeroméxico, American Eagle and United.  In 2013,2014, airlines operating at this airport served sixseven destinations (three(four domestic routes and three international routes).  Of these destinations, the airport’s most important direct routes were Mexico City, Cancún, Dallas and Houston.

 

The San Luis Potosí airport operates 24 hours per day and is located approximately 15 kilometers (9 miles) from the northeast city of San Luis Potosí, which is the capital of the state of San Luis Potosí and has a population of 772,604.  The city of San Luis Potosí has 17 industrial parks, 1,235 km (767 miles) of railways, 11,517 km (7,156 miles) of highways and.and according to the “Doing Business 2013”2014” report published by the World Bank, San Luis Potosí is the fifthfourth easiest city in Mexico to do business.  The airport operates 24 hours a day and has two runways and main runway capacity of 20 air traffic movements per hour.  The principal runway is 3,000 meters (9,843 feet) long, and the secondary runway is 1,000 meters (3,281 feet) long.  The airport has a total area of 519.8 hectares (2.00 square miles).  The airport’s facilities include a terminal building with approximately 3,832 square meters (41,247 square feet), including 444453 square meters (4,779(4,876 square feet) of commercial space, a five-position platform for commercial aviation, two aprons with a 27-position platformtotal of 27 positions  for general aviation, two taxiways, a boarding lounge and a public parking facility that accommodates 213222 vehicles.  The airport’s navigational aids include precision approach path indicators, VHF omnidirectional radio and an instrument landing system on runway 14.

 

In 2013, the terminal building was remodeled.  As a result of the improvement and expansion project, the airport’s terminal building now includes a larger check-in area of approximately 545 square meters (5,866 square feet) and an expanded waiting lounge of 485 square meters (5,221 square feet).  Further improvements to the airport included the construction of a 148-square-meter (1,593-square-foot) ramp-handling and baggage-handling area and enlargements of other areas such as the baggage-screening service area, the passenger-inspection point area.

 

Tampico International Airport

 

According to the Mexican Bureau of Civil Aviation, the Tampico airport was the 20th19th  busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In  2011, 2012, 2013 and 2013,2014, it accounted for approximately 4.7%, 4.7%4.6% and 4.6%4.7%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 548,083, 594,797, 608,813 and 608,813688,893 terminal passengers, respectively, were served by the Tampico airport.  Of the terminal passengers in 2011, 91.5% were domestic, and 8.5% were international.  In 2012, 92.6% were domestic, and 7.4% were international.   In 2013, 92.6% were domestic, and 7.4% were international.  In 2014, 93.0% were domestic, and 7.0% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

In 2013,2014, the fiveseven commercial airlines operating at the airport were Interjet, Aeroméxico Connect, VivaAerobus, Aeromar, Volaris, TAR and United, serving seveneight direct destinations: Mexico City, Monterrey, Cancún, Veracruz, Villahermosa, Guadalajara, Veracruz, Querétaro and Houston.  VivaAerobus started flying to and from Cancún on June 7, 2013.  VivaAerobus stopped flying to and from Mexico City

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and Toluca on January 4, 2013 and August 30, 2013, respectively.  Aeromar stopped flying to and from Reynosa on February 27, 2013.  TAR started flying to and from Monterrey on June, 26, 2014. Volaris started flying to and from Mexico City on September 8, 2014 and started flying to and from Guadalajara on October 4, 2014.  VivaAerobus started flying to and from Guadalajara on June 23, 2014 and started flying to and from Villahermosa on June 24, 2014.

 

The Tampico airport serves the industrial zone of Tampico, Ciudad Madero and Altamira, which have a combined population of 706,771.  This industrial zone is home to companies in the petroleum and chemical industries.

 

The Tampico airport operates Monday, Wednesday and Friday from 6:30 a.m. to 9:30 p.m. (local time) and from 6:30 a.m. to 9:00 p.m. on Sunday, Tuesday, Thursday and Saturday.  The airport has three runways in operation.  The principal runway is 2,550 meters (8,366 feet) long, with a capacity of 22 air

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traffic movements per hour and includes an instrument landing system, which provides precise guidance to assist aircraft during landing, the second runway is 1,300 meters (4,265 feet) in length, and the third runway (used exclusively for Alpha (A) category aircraft and visual flights) is 1,200 meters (3,937 feet) long.  The airport has a capacity of 22 air traffic movements per hour and includes an instrument landing system, which provides precise guidance to assist aircraft during landing,

 

The airport’s total area is 391.7 hectares (1.51 square miles).  Its facilities include a 6,833-square-meter (73,550-square-foot) terminal building, of which 683691 square meters (7,351(7,438 square feet) are commercial spaces.  It has a seven-position apron for commercial aviation, an 18-position apron for general aviation, two taxiways and four boarding gates.  Currently, the Tampico airport has a public parking facility that accommodates 257254 vehicles.

 

Torreón International Airport

 

According to the Mexican Bureau of Civil Aviation, the Torreón airport was the 26th25th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In, 2011, 2012, 2013 and 2013,2014, the Torreón airport accounted for approximately 3.2%3.3%, 3.3%3.5% and 3.5%3.6%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 375,669, 415,244, 467,398 and 467,398523,783 terminal passengers, respectively, were served by the Torreón airport.  Of the terminal passengers in 2011, 86.3% were domestic, and 13.7% were international.  In 2012, 85.2% were domestic, and 14.8% were international.  In 2013, 88.1% were domestic, and 11.9% were international.  In 2014, 89.7% were domestic, and 10.3% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

In 2013,2014, a total of eight five commercial airlines operated at the airport, the principal of which were Aeroméxico Connect, VivaAerobus, Aeroméxico Connect, Interjet, Aeromar, Magnicharters, American Airlines and United.  In 2013,2014, these airlines served eightseven direct destinations:  Mexico City, Guadalajara,  Cancún,Hermosillo, Chihuahua, Hermosillo, Monterrey, Dallas and Houston.  On March 1, 2011, VivaAerobus began operating a daily route to and from Mexico City.  VivaAerobus started flying to and from Cancún and Guadalajara on June 1, 2013 and September 2, 2013, respectively.stopped flying on August 16, 2014. Also VivaAerobus started flying to Guadalajara on June 1, 2013. Interjet started flying to and from Mexico City on July 8, 2013.  Aeroméxico started flying to and from Monterrey on November 3, 2014.

 

The Torreón airport is located in the city of Torreón, which is part of the La Laguna region, Mexico’s top dairy-producing region and an important industrial and commercial region, with nearly 300 maquiladoras.  Approximately 639,629 people live in the city of Torreón, and approximately 1.2 million people live in La Laguna region.

 

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The Torreón airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time).day.  The airport has two runways.  The principal runway measures 2,755 meters (9,038 feet) in length, and the secondary runway measures 1,718 meters (5,636 feet) in length.  The airport has a runway capacity of 20 air traffic movements per hour.

 

The airport’s total area is 364.2 hectares (1.41 square miles).  Its facilities include a terminal building of 5,447 square meters (5,863 square feet), of which 545442 square meters (5,866(4,758 square feet) are commercial space, an eight-position apron for commercial aviation, a nine-position apron for general aviation, two taxiways, five boarding gates, several VIP lounges and one air bridge.  Currently, the Torreón airport has a public parking facility that accommodates 134142 vehicles.

 

Zacatecas International Airport

 

According to the Mexican Bureau of Civil Aviation, the Zacatecas airport was the 35th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and

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2013 2014 the Zacatecas airport accounted for approximately 2.1%, 2.1%2.0% and 2.0%1.9%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 248,029, 265,264, 259,677 and 259,677284,625 terminal passengers, respectively, were served by the Zacatecas airport.  Of the terminal passengers in 2011, 75.3% were domestic, and 24.7% were international.  In 2012, 72.3% were domestic, and 27.7% were international.  In 2013, 68.0% were domestic, and 32.0% were international.  In 2014, 66.8% were domestic, and 33.2% were international.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.  Currently, the four commercial airlines that operate at this airport are Volaris, Aeroméxico Connect, Interjet and American Eagle, which serve five direct destinations.  The airport’s domestic routes are to and from Mexico City and Tijuana.  The airport’s international routes are to and from Los Angeles, Chicago and Dallas.

 

On September 13, 2011, Volaris started flying to and from Mexico City.  International air traffic was negatively affected by Mexicana de Aviación’s suspension of operations.  Routes from Zacatecas to and from Oakland, Los Angeles and Chicago were operated by this airline.

 

In 2013,2014, airlines operating at this airport served five destinations:  Mexico City, Tijuana, Los Angeles, Chicago and Dallas.  Volaris and Aeroméxico Connect started flying to and from Chicago on November 10, 2011, and December 2, 2011, respectively.  Aeroméxico Connect stopped flying its route to and from Chicago on March 31, 2012.

 

Located in the center of Mexico, the state of Zacatecas (of which the city of Zacatecas is the capital) is Mexico’s leading silver producer and second leading producer of lead, copper, zinc and gold.  The state of Zacatecas has a population of approximately 1.5 million.

 

The airport currently operates 24 hours a day.  The airport has one runway, which measures 3,000 meters (9,843 feet) in length.  The runway capacity is 20 air traffic movements per hour.

 

The airport’s total area is 216 hectares (0.83 square miles).  The terminal building is 5,707 square meters (61,430 square feet), of which 571307 square meters (6,146(3,305 square feet) is commercial area.  It has a three-position apron for commercial aviation, a 12-position apron for general aviation, three boarding gates and a parking lot with 198202 parking spaces.

In June 2010, the airport opened an international arrivals gate with an area of 1,200 square meters (12,917 square feet).  In addition, the airport renovated the old arrivals gate creating a new gate with a total area of 1,867 square meters (20,096 square feet).  This new arrivals gate includes the old arrivals gate, the maneuvering yard for ramp services, an extension of the walkway connector, new offices for government authorities, new carousels for checked-in luggage, air conditioning and new work equipment.  The total amount invested was Ps. 25.0 million.  Before the renovations and expansions, the terminal building had a total surface area of 3,700 square meters (39,826 square feet), of which 331 square meters (3,563 square feet) consisted of commercial areas.

 

In January 2012, we began construction of a solar park at Zacatecas airport.  The main objective of the solar park is the generation of sustainable electricity through state-of-the-art technology in solar panels and solar parabolic concentrators.  The solar park installation uses two different photovoltaic generation technologies: rigid monocrystalline silicon panels and photovoltaic parabolic concentrators, each with an installed capacity of 100 Kw in a land area of approximately 4,000 square meters (43,056

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square feet), which in 20132014 generated approximately 330,787347,551 Kw/h for the airport, equivalent to approximately 40%67% of the airport’s total electricity requirements.  We believe that this solar park is among the first at an airport in Latin America.

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Border Destinations

 

Ciudad Juárez International Airport

 

According to the Mexican Bureau of Civil Aviation, the Ciudad Juárez airport was the 18th busiest airport in Mexico in 20132014 based on commercial and general aviation passenger traffic.  In 2011, 2012, 2013 and 2013,2014, the Ciudad Juárez airport accounted for approximately 5.7%5.6%, 5.6%5.3% and 5.3%5.2%, respectively, of our terminal passenger traffic.

 

In 2011, 2012, 2013 and 2013,2014, a total of 673,364, 699,394, 702,904 and 702,904769,029 terminal passengers, respectively, were served by the Ciudad Juárez airport.  Of the terminal passengers in 2011, 2012, 2013 and 2013,2014, 99.9%, 99.8%, and 99.9% and 99.8%, respectively, were domestic.

 

In 2013,2014, six airlines operated at the airport (five commercial airlines and one charter airline),: Aeroméxico Connect, VivaAerobus, Interjet, Volaris, Aeroméxico and Aerolíneas Damojh, serving tentwelve destinations.  In 2013,2014, the airport served 1012 direct routes (eight(seven were commercial routes and twofive were charter routes).  Of these destinations, the airport’s most important direct routes were Mexico City, Guadalajara, Monterrey, Tijuana and Hermosillo.  On March 1, 2011, VivaAerobus started flying a daily route to and from Mexico City.  The Ciudad Juárez airport has general aviation international flights but does not currently have any international commercial routes.

 

VivaAerobus started flying to and from Mexico City and Guadalajara in 2010.  Aeroméxico has three daily direct flights to and from Mexico City.  Aeroméxico Connect serves destinations including Mexico City, Chihuahua, Guadalajara, Tijuana, Hermosillo and Monterrey.  Aeroméxico Connect stopped flying to and from Hermosillo on October 31, 2014.  Volaris started flying to and from Mexico City and Guadalajara on May 30, 2013 and to and from Cancún and Tijuana on July 4, 2013 and October 18, 2013, respectively.  VivaAerobus stopped flying to and from México City on January 6, 2013.  Interjet started flying to and from Monterrey on September 14, 2014.

 

The airport is located in the city of Ciudad Juárez, which is near the U.S. border and has a population of 1,267,229.  The city is a major center of the maquiladora industry, exports 18% of the total manufactured exports in the country and has 21 industrial parks.  Because Ciudad Juárez is a popular entry point to the United States many of the airport’s passengers consist of Mexican migrant workers traveling to Ciudad Juárez in order to seek work in the United States.  Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.

 

The Ciudad Juárez airport operates 14 hours a day, from 7:00 a.m. to 9:00 p.m. (local time).day.  The airport has two runways.  The principal runway measures 2,700 meters (8,858 feet) in length, with a capacity of 20 air traffic movements per hour, and the secondary runway measures 1,750 meters (5,741 feet) in length.  The airport has a capacity of 20 air traffic movements per hour.

 

The airport’s total area is 381 hectares (1.47 square miles).  Its facilities include a terminal building of 6,210 square meters (66,844 square feet), consisting of 621644 square meters (6,684(6,932 square feet) of commercial space, five boarding gates and two air bridges.  The airport has a seven-position commercial aviation apron, a nine-position general aviation apron, a one-position freight services apron and three taxiways.  Currently, Ciudad Juárez International Airport has a public parking facility that accommodates 280300 vehicles.

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Reynosa International Airport

 

According to the Mexican Bureau of Civil Aviation, the Reynosa airport was the 31st31st busiest airport in Mexico in 20122014 based on commercial and general aviation passenger traffic.  In 2011. 2012, 2013 and 2013,2014, the Reynosa airport accounted for approximately 1.8%2.4%, 2.4%3.0% and 3.0%3.2%, respectively, of our terminal passenger traffic.

 

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In 2011, 2012, 2013 and 2013,2014, a total of 216,599, 302,934, 392,206 and 392,206472,027 terminal passengers, respectively, were served by the Reynosa airport.  Of the terminal passengers in 2011, 2012, 2013 and 2013, 99.6%2014, 99.7%, 99.7%99.8% and 99.8%, respectively, were domestic.  Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

In 2013,2014, VivaAerobus, Aeroméxico Connect, Interjet, Aeroméxico, and Aeromar operated at this airport serving Mexico City, Veracruz, Cancún, Guadalajara and Poza Rica and Guadalajara .Rica.  On October 2, 2009, VivaAerobus started flying from Reynosa, being the first low-cost commercial airline to operate at this airport.  On September 1, 2010, Mexicana de Aviación cancelled operations at this airport.  On June 1, 2011, Aeromar started a daily route to and from Victoria City.  On March 12, 2012, VivaAerobus started flying to and from Mexico City.  On June 1, 2012, Aeromar started flying to and from Tampico every third day.  Aeromar stopped flying to and from Victoria City and Tampico on February 27, 2013.

 

The airport is located in Reynosa, a city with a population of 608,891 inhabitants bordering the United States near the Gulf of Mexico.  We believe that Reynosa’s robust industrial economic activity and proximity to the United States create the potential for growth in air cargo services.  Because Reynosa is a popular entry point to the United States, many of the airport’s passengers consist of Mexican migrant workers traveling to Reynosa in order to seek work in the United States.  Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both Mexico and the United States.

 

The Reynosa airport operates 12 hours a day, from 6:00 a.m. to 6:00 p.m. (local time).day.  The airport has one runway, which is 1,900 meters (6,234 feet) in length and has a runway capacity of 18 air traffic movements per hour.

 

The airport’s total area is approximately 418 hectares (1.61 square miles).  The terminal building is 2,608 square meters (28,072 square feet), which includes 326307 square meters (3,509(3,305 square feet) of commercial area.  It has a three-positionfour-position apron for commercial aviation, a 15-position apron for general aviation, two taxiways, two boarding gates and a public parking area with 120202 spaces.  Additionally, in July 2010, a new general aviation terminal building opened for private aviation.  The building was created in order to improve the service of, and attract more, private air business.

 

Principal Aeronautical Services Customers

 

Airline Customers

 

As of December 31, 2013,2014, over 1218 international commercial airlines and eightnine Mexican commercial airlines operated flights at our 13 airports.  Grupo Aeroméxico and VivaAerobusInterjet operated the most flights at our airports, followed by Interjet,VivaAerobus, Volaris and Magnicharters.United Airlines.  In 2013,2014, revenues from Grupo Aeroméxico and its affiliates were Ps. 715,343722,120 thousand (U.S.$ 54.849.0 million), revenues from VivaAerobus were Ps. 400,824495,061 thousand (U.S.$ 30.733.6 million), revenues from Interjet totaled Ps. 369,998462,034 thousand (U.S.$ 28.331.4 million), and revenues from Volaris were Ps. 189,439290,247 thousand (U.S.$ 14.519.7 million), representing 31.5%28.5%, 17.7%19.5%, 15.9%18.2% and 8.3%11.5%, respectively, of our aeronautical revenues from airline customers for 2013.2014.  These revenues were earned from passenger charges, landing charges, aircraft parking charges and the leasing of space to these airlines.

 

Historically, traditional carriers such as Aeroméxico and Mexicana de Aviación had represented a substantial majority of the Mexican commercial airline market.  In recent years, however, international

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carriers, discount carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market.  In 2013,2014, passengers traveling on discount and low-cost carriers, such as VivaAerobus, Interjet and Volaris, accounted for approximately 51.9%53.0% of our commercial aviation passenger traffic.  Since air transportation historically has been affordable only to the

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higher income segments of Mexico’s population, resulting in a comparatively low level of air travel, we believe that the entry of low-cost and discount carriers into the Mexican commercial airline market has the potential to significantly increase the use of air transportation in Mexico.

 

Aeroméxico was previously owned by the Mexican government.  In November 2007, the Mexican Government, through NAFIN and IPAB (Instituto para la Protección al Ahorro Bancario) sold all of its remaining ownership interest in Aeroméxico and its affiliates to a group of investors led by Banco Nacional de México (“Banamex”).

 

Grupo Aeroméxico also controls Aeroméxico Connect, which operates at our airports, and Grupo Mexicana previously controlled ClickMexicana and MexicanaLink.  Both airlines previously managed the former largest provider of ramp-handling and baggage-handling services at our airports, Servicios de Apoyo en Tierra, or SEAT, a company governed by a trust controlled by Grupo Aeroméxico and Grupo Mexicana.  SEAT ceased operations on May 11, 2011.  Grupo Aeroméxico created the company Estrategias Especializadas de Negocios, S.A. de C.V., to provide itself with complementary services and also created the company Administradora Especializada en Negocios, S.A. de C.V., to render services to third parties.  Both companies have been authorized by the Mexican Bureau of Civil Aviation and have been in operation since May 12, 2011.

 

Aeroméxico and Mexicana71



de Aviación, along with Aeromar and Aeroméxico Connect, have in the past refused to pay certain increases in our airport service charges.  In December 2001, we entered into an agreement with the Mexican National Air Transportation Board and the Mexican MinistryTable of Communications and Transportation, pursuant to which we settled existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines.  Under the agreement, the National Air Transportation Board agreed to cause our principal airline customers to enter into (i) contracts governing charges for certain aeronautical services and (ii) lease contracts for property used by the airlines.  Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, for the establishment of new routes and other measures expected to increase passenger traffic volume at our airports.  Subsequently, we entered into a new agreement covering the period from August 1, 2009, to December 31, 2011.  In 2012, we did not sign a new agreement, and we did not offer any incentive through, the National Air Transportation Board.  On January 1, 2013 we signed a new agreement with the National Air Transportation Board covering the period from January 1, 2013 through December 31, 2015.  Historically, amounts paid under these agreements have not been material, and we do not expect the current agreement or any similar future agreements with the National Air Transportation Board to have a material effect on our results of operations.Contents

In April 2006, Mexican regulatory authorities suspended the operations of Aerocalifornia, which accounted for approximately 7.1% of our revenues in 2005, due to safety concerns relating to the carrier’s fleet of aircraft.  Although Aerocalifornia resumed limited operations in August 2006, it accounted for only 2.6% of our revenues in 2006 as a result of such suspension and for 3.6% in 2007.  Mexican regulatory authorities again suspended Aerocalifornia’s operations effective July 24, 2008, for failure to evidence payment of certain duties, and as a result Aerocalifornia accounted for only 1.5% of our revenues in 2008.  To date, Aerocalifornia has not resumed any part of its operations.  Any similar suspension affecting our principal airline customers could have a material adverse effect on our results of operations.

 

The following table sets forth our principal air traffic customers for the years ended December 31, 2011, 2012, 2013 and 2013:2014:

 

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Percentage of Aeronautical Revenues

 

 

 

 

 

 

 

 

 

 

 

 

Percentage of Aeronautical Revenues

Principal Air Traffic Customers

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect)

 

31.8%

 

31.2%

 

31.5%

 

 

31.2%

 

31.5%

 

26.6%

 

 

 

 

 

 

 

VivaAerobus

 

15.3%

 

17.8%

 

17.7%

 

 

17.8%

 

17.7%

 

18.9%

 

 

 

 

 

 

 

Interjet

 

15.1%

 

15.8%

 

15.9%

 

 

15.8%

 

15.9%

 

17.4%

 

 

 

 

 

 

 

Volaris

 

7.4%

 

7.9%

 

8.3%

 

 

7.9%

 

8.3%

 

11.0%

 

 

 

 

 

 

 

Grupo Aeromonterrey

 

2.8%

 

3.4%

 

3.2%

 

 

3.4%

 

3.2%

 

2.8%

 

 

 

 

 

 

 

Aeromar

 

1.2%

 

1.2%

 

1.0%

 

 

1.2%

 

1.0%

 

1.6%

 

 

 

 

 

 

 

I.C.C.S.

 

1.1%

 

0.5%

 

0.4%

 

 

0.5%

 

0.4%

 

0.4%

 

 

 

 

 

 

 

Menzies Aviation

 

0.4%

 

0.4%

 

0.4%

 

 

0.4%

 

0.4%

 

0.4%

 

 

 

 

 

 

 

DHL Express México

 

0.3%

 

0.3%

 

0.6%

 

 

0.3%

 

0.6%

 

0.3%

 

 

 

 

 

 

 

Other

 

8.4%

 

5.6%

 

6.1%

 

 

5.6%

 

6.1%

 

5.6%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total domestic

 

84.1%

 

84.0%

 

85.1%

 

 

84.0%

 

85.1%

 

85.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

International:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United

 

5.6%

 

5.5%

 

4.7%

 

 

5.5%

 

4.7%

 

4.6%

 

 

 

 

 

 

 

American Airlines (including American Eagle)

 

3.8%

 

4.5%

 

4.5%

 

 

4.5%

 

4.5%

 

4.4%

 

 

 

 

 

 

 

Delta

 

1.3%

 

1.4%

 

1.5%

 

 

1.4%

 

1.5%

 

1.8%

 

 

 

 

 

 

 

Alaska Airlines

 

1.5%

 

1.4%

 

1.3%

 

 

1.4%

 

1.3%

 

1.2%

 

 

 

 

 

 

 

US Airways (formerly America West (including Mesa))

 

1.1%

 

0.8%

 

0.9%

 

 

0.8%

 

0.9%

 

0.9%

 

 

 

 

 

 

 

Charters

 

0.7%

 

0.5%

 

0.4%

 

 

0.5%

 

0.4%

 

0.1%

 

 

 

 

 

 

 

Other

 

1.8%

 

1.9%

 

1.6%

 

 

1.9%

 

1.6%

 

2.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total international

 

15.9%

 

16.0%

 

14.9%

 

 

16.0%

 

14.9%

 

15.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

100.0%

 

100.0%

 

100.0%

 

 

100.0%

 

100.0%

 

100.0%

 

 

 

 

 

 

 

 

Complementary Services Customers

 

As of December 31, 2013,2014, our principal complementary services clients are three principal providers of ramp-handling and baggage-handling services, Menzies Aviation, AGN Aviation Services, S.A. de C.V., and Administradora Especializada en Negocios, S.A. de C.V., which provided Ps. 9,06310,165 thousand, Ps. 8,1857,550 thousand and Ps. 5,7996,811 thousand, respectively, of revenues in the form of access fees in 2013.2014.

 

Our primary catering client is Aerococina, S.A. de C.V., which provided Ps. 1,1941,115 thousand in revenues in the aggregate in the form of access fees in 2013.2014.

 

Principal Non-Aeronautical Services Customers

 

As of December 31, 2013,2014, we were party to approximately 1,1951,300 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty free store operators, food and beverage providers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, time-share sales and promotions

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services and tourist information and promotion services.  As a result, our revenues from non-aeronautical services commercial customers are spread across a large number of customers and are, therefore, not dependent on a limited number of principal customers.  In 2013,2014, our largest commercial customers were CMI (advertising), Aerocomidas, S.A. de C.V. (food and beverage), Operadora Aeroboutiques, S.A. de C.V. (duty paid stores), Dufry México, S.A. de C.V. (duty free), Especialistas en Alta Cocina, S.A. de

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C.V., Wings (food and beverage), ISA Corporativo, S.A. and Impactos Frecuencia y Cobertura en Medios, S. A. de C.V. (passenger services), FedEx de México, S. de R.L. de C.V. (leasing of warehouse space), Aeroméxico, American Express Company México, S.A. de C.V. (VIP lounges for commercial aviation passengers), Estafeta (leasing of landing space) and ICCS (VIP lounges for executive aviation passengers)C. V. (advertising).

 

Seasonality

 

Our business is subject to seasonal fluctuations.  In general, demand for air travel is typically higher during the summer months and during the winter holiday season, particularly in international markets, because there is more vacation travel during these periods.  Our results of operations generally reflect this seasonality but have also been impacted by numerous other factors that are not necessarily seasonal, including economic conditions, war or threat of war, weather, air traffic control delays and general economic conditions, as well as the other factors discussed above.  As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year, and historical operating results are not necessarily indicative of future operating results.

 

Competition

 

Excluding our airports servicing tourist destinations, our airports currently are the only major airports in the geographic areas that they serve and generally do not face significant competition.

 

However, since the Acapulco, Mazatlán and Zihuatanejo airports are substantially dependent on tourists, these airports face competition from competing tourist destinations.  We believe that the main competitors to these airports are those airports serving vacation destinations in Mexico, such as Los Cabos, Cancún and Puerto Vallarta, and abroad, such as in Florida, Puerto Rico, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America.

 

The relative attractiveness of the locations we serve is dependent on many factors, some of which are beyond our control.  These factors include the general state of the Mexican economy, and to a significant degree, the U.S. economy and the attractiveness of other commercial and industrial centers in Mexico, which may affect the attractiveness of Monterrey and other growing population centers in our airport group, such as Ciudad Juárez and San Luis Potosí.  In addition, with respect to Acapulco, Mazatlán and Zihuatanejo, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes) and the development of new resorts that may be considered more attractive.  There can be no assurance that theThe locations we serve willmay not continue to attract the same level of passenger traffic in the future.

 

The Mexican Airport and Auxiliary Services agency currently operates 12 small airports in Mexico’s northern region, which collectively served 1,145,2451,285,040 passengers in 2013,2014, representing an increase of 10.5%12.2% from 20122013 traffic, mainly as a result of the increases in passenger traffic transported to and from Tepic, Querétaro, LoretoCiudad Obregón and Ciudad Obregón.Victoria.

 

In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession.  Historically, Aeropuerto del Norte has been used solely for general aviation operations.  The state of Nuevo León has requested in the past, that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations.  To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession.  However, there can be no assurance that theThe Ministry of Communications and Transportation will notmay authorize such an amendment, and that commercial aviation flights will notmay operate from Aeropuerto del

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Norte in the future.  In addition, we understand that Aeropuerto del Norte is not capable of accommodating commercial passenger traffic with its current infrastructure.

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In addition, the Mexican government could grant new concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with our airports.  Any competition from other such airports could have a material adverse effect on our business and results of operations.

 

For instance, on February 6, 2014, the Mexican government announced that the Ministry Communications and Transport granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles).  The Bocoyna airport is expected to operate daily public and private domestic flights, has an ICAO Category 3C rating and could present competition to our airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua.

 

Sustainability and Our Corporate Culture

 

Sustainability is one of the core values of our corporate culture.  Our integrated management system focuses on quality, customer service, occupational health and safety, environmental care, corporate social responsibility and corporate governance.  This allows us to respond in a balanced way to the relevant aspects of our stakeholders through different actions and projects in our 13 airports.

 

Awards and Recognition

 

We have been included in the Sustainability Index of the Mexican Stock Exchange (Índice Sustentable de la Bolsa Mexicana de Valores) for threefour years in a row.  The current Sustainability Index is valid through January 31, 2015.2016.  We were also included in the Transparency in Corporate Sustainability Index (Índice de Transparencia en Sustentabilidad Corporativa) published by GESOC (Gestió(Gestión Social y Cooperación A.C.) and the Center for the Study of Institutional Governance at the IPADE Business School in 2011.

 

Since December 8, 2006, we have held a multisite ISO 9001 certification for our 13 airports and corporate offices.

On Also, since August 15, 2011, we received ahave held multisite ISO 14001:2004 certificationand OHSAS 18001 certifications for our 13 airports and corporate offices. This certificate wasThe three certifications are issued by Lloyd’s Register Quality Assurance and is valid until August 14, 2014.  The inspection and recertification process for our facilities is expected to occur in June 2014, before the certificate expires.Assurance.

 

On August 25, 2011, we received a multisite OHSAS 18001:2007 certification forEleven of our 13 airports and corporate offices, valid through August 25, 2014.  The inspection and recertification process for our facilities is expected to occur in June 2014, before the certificate expires.

In 2012,have been recognized as Safe Companies by the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) for their achievements in the administration of health and safety in the workplace.  The San Luis Potosí airport was the first airport in Mexico to receive such certification in 2011.  The Ministry of Labor and Social Welfare granted Level I Safe Company Certificates (Certificado de Empresa Segura Nivel I) to the Chihuahua, Monterrey and MonterreyCiudad Juárez airports , Level II Safe Company Certificates (Certificado de Empresa Segura Nivel II) to the Zacatecas airport and Level III Safe Company Certificates (Certificado de Empresa Segura Nivel III) to the Culiacán, Mazatlán and Torreón airports for achievement in the administration of health and safety in the workplace.  The San Luis Potosí airport was the first airport in Mexico to receive such certification in 2011.airports.

 

In 2012, the Ciudad Juárez, Culiacán,n. Chihuahua, Durango, Mazatlán, San Luis Potosí and Tampico airports received the Environmental Quality Certificate (Certificado de Calidad Ambiental) issued by the Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente

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Ambiente) for compliance with environmental regulations and adoption of environmentally-sound practices. The Acapulco airport received this certificate in 2013, and Ciudad Juárez airport received it in 2014.

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In 2012, we received a Certificate of Companies Free of Educational Underdevelopment (Certificado de Empresa Libre de Rezago Educativo) issued by the Mexican Institution for Adult Education (Instituto Mexicano para la Educación de los Adultos).

 

ForIn 2014, for the fourthfifth consecutive year, in 2013, we received a “Great Place to Work” Certificatecertificate granted by Great Place to Work en México, ranking 56Institute®, and were ranked 35 in the top 100 best companies to work for in Mexico, according to the ranking published by this organization.

 

On April 7, 2013,2014, for the sixthseventh consecutive year, we received the Socially Responsible Business Distinction (Distintivo de Empresa Socialmente Responsible) granted by the Mexican Center for Philanthropy (Centro Mexicano para la Filantropía).

 

On May 30, 2012, we signed a partnership agreement with the Universidad Autónoma de Guerrero and launched a project to jointly assist in the preservation of the Tres Palos Lagoon and mangrove areas near the Acapulco airport.  In 2013, the first phase of the project was concluded by concluding a social and environmental assessment of the communities that are close to the Lagoon.  Additionally, 2013 was the second year of operation the Environmental Management Unit (Unidad de Manejo Ambiental)2014, for the restoration of Mangle Botoncillo mangroves near the Zihuatanejo airport.

On July 13, 2013, for the fourthfifth consecutive year, we received an Addiction-Free Company Certificate (Certificado de Empresa Libre de Adicciones) issued by Premeditest for all of our workplace locations.

 

On March 6, 2013, Euromoney published its ranking of the Best Managed Companies in Latin America in 2013, in which we were ranked third in the Transport/Shipment/Logistics Sector.

 

In 2013,2012, the Mexican Ministry of Labor and Social Welfare (Secretaría del Trabajo y Previsión Social) granted Level I Safe Company Certificates (Certificado de Empresa Segura Nivel I) to the Ciudad Juárez airport.

In 2013, the Acapulco airport renewed its Environmental Quality Certificate (Certificado de Calidad Ambiental) issued by the Federal Attorney for Environmental Protection (Procuraduría Federal de Protección al Ambiente) for compliance with environmental regulations and adoption of environmentally-sound practices.

Also, in 2013, the Ciudad JuárezReynosa Airport received a Family Responsibility Company Certificate (Certificado de Empresa Familiarmente Responsible) granted by the Mexican Ministry of Labor and Social WelfareWelfare. The Reynosa AirportCiudad Juárez airport received this certificate in 2012.2013 and the Zacatecas airport in 2014.

 

For the second time, on February 14, 2014, the Mazatlán airport was named the Best Regional Airport of 2013 in Latin America and the Caribbean by ACI.Airports Council International (“ACI”).  Previous recognition was previously awarded in 2012.

On February 16, 2015 the Culiacán airport was named the Best Regional Airport of 2014 in Latin America and the Caribbean by ACI.

 

REGULATORY FRAMEWORK

 

Sources of Regulation

 

The following are the principal laws, regulations and instruments that govern our business and the operation of our airports:

 

·                 the Mexican Airport Law, enacted December 22, 1995;

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·                 the regulations under the Mexican Airport Law (Reglamento del la Ley de Aeropuertos), enacted February 17, 2000;

 

·                 the Mexican Communications Law (Ley de Vías Generales de Comunicación), enacted February 19, 1940;

 

·                 the Mexican Civil Aviation Law (Ley de Aviación Civil), enacted May 12, 1995;

 

·                 the regulations under the Mexican Civil Aviation Law (Reglamento de la Ley de Aviación Civil), enacted December 7, 1998;

 

·                 the Mexican Federal Duties Law, enacted December 31, 1981, which may be revised on an annual basis and stipulates the applicable basis and rate for calculating the concession fee and duties payable under the current budget;

 

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·                 the Mexican National Assets Law (Ley General de Bienes Nacionales), enacted May 20, 2004;

 

·                 the concessions that entitle our subsidiaries to operate our 13 airports for a term of 50 years beginning on November 1, 1998;

 

·                 the Securities Market Law, enacted December 20, 2005

·the Mexican Federal Economic Competition Law, enacted December 24, 1992;May 23, 2014; and

 

·                 the regulations under the Mexican Federal Economic Competition Law (Reglamento de la Ley Federal de Competencia Económica), enacted October 12, 2007.

 

The Mexican Airport Law and the regulations under the Mexican Airport Law establish the general framework regulating the construction, operation, maintenance and development of Mexican airport facilities.  The Mexican Airport Law’s stated intent is to promote the expansion, development and modernization of Mexico’s airport infrastructure by encouraging investment and competition.

 

Under the Mexican Airport Law, the holder of a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in Mexico.  A concession generally must be granted pursuant to a public bidding process, except for:  (i) concessions granted to either (a) entities considered part of “the federal public administration” as defined under Mexican law or (b) private companies whose principal shareholders may be a state or municipal government; (ii) concessions granted to operators of private airports (who have operated privately for five or more years) wishing to begin operating their facilities as public service airports; and (iii) complementary concessions granted to existing concession holders.  Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand.  On June 29, 1998, the Ministry of Communications and Transportation granted 13 concessions to operate, maintain and develop the 13 principal airports in Mexico’s Central North region to our subsidiaries.  Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process.  However, the process of selling Series BB shares currently representing 14.7% of our capital stock to our strategic shareholder pursuant to the privatization process was conducted through a public bidding process.  Each of our concessions was amended on September 12, 2000, in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.

 

On February 17, 2000, the regulations under the Mexican Airport Law were issued, and we believe we are currently complying in all material respects with the requirements of the Mexican Airport

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Law and its regulations.  Noncompliance with these regulations could result in fines or other sanctions being assessed by the Ministry of Communications and Transportation, and are among the violations that could result in termination of a concession if they occur three or more times.

 

On May 20, 2004, a new Mexican National Assets Law was adopted and published in the Official Gazette of the Federation that, among other things, establishes regulations relating to concessions on real property held in the public domain, including the airports that we operate.  The new Mexican National Assets Law establishes new grounds for revocation of concessions for failure to pay the applicable taxes, but does not specify which taxes must be paid, including whether certain taxes to municipalities must be paid by the concessionaire.

 

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To the best of our knowledge as of the date hereof, the constitutionality of the new Mexican National Assets Law has not been challenged in Mexico’s court system.  If challenged in the future, a court could declare the tax void or determine an alternate amount.

 

On February 20, 2014, a bill of the new Federal Economic Competition Law (Ley Federal de Competencia Económica) was submitted to Mexico’s Congress in furtherance and as a result of certain amendments to Mexico’s Constitution passed in 2013. The bill was enacted and published on May 23, 2014. The new law grants broader powers to the Mexican Competition Commission, including the abilities to regulate essential facilities, order the divestment of assets and eliminate barriers to competition in order to promote access to the market. The new law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the law, increases the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law. If the Mexican Competition Commission determines that a specific service or product is an essential facility, it has the ability to regulate access conditions, prices, tariffs or technical conditions for or in connection with the relevant service or product. As of April 23, 2015, the Mexican Competition Commission had not made any determination that the services we render are considered an essential facility.

On June 6, 2012, the General Law on Climate Change was adopted and published in the Official Gazette of the Federation, which, among other objectives, (i) regulates greenhouse gases and emissions so as to stabilize their concentrations in the atmosphere to a point where they will not increase climate change, in consideration of the goals set forth by the UN Framework Convention on Climate Change the provisions derived therein; (ii) promotes the education, research, development and technology transfer, innovation and promotion with respect to adapting to and mitigating climate change; and (iii) promotes the transition to a competitive, sustainable and low-carbon economy.

 

On January 26, 2015, an amendment to the Mexican Airport Law was published and enacted.  Among other matters, the amendment includes provisions that intend to create a competitive market for the suppliers of complementary services.  To this end, the amendment establishes that a concession holder may not limit the number of providers of complementary services in its airport, except in instances in which space, efficiency and/or safety warrant such a limitation.  If a concession holder denies entry to any complementary service provider, that service provider may file a complaint before the Ministry of Communications and Transportation.

Role of the Ministry of Communications and Transportation

 

The Ministry of Communications and Transportation is the principal regulator of airports in Mexico and is authorized by the Mexican Airport Law to perform the following functions:

 

·                 plan, formulate and establish the policies and programs for the development of the national airport system;

 

·                 construct, administer and operate airports and airport-related services for the public interest;

 

·                 grant, modify and revoke concessions for the operation of airports;

 

·                 establish air transit rules and rules regulating take-off and landing schedules through the Mexican air traffic control authority;

 

·                 take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services and set forth the minimum operating conditions for airports;

 

·                 establish safety regulations;

 

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·                 close airports entirely or partially when safety requirements are not being satisfied;

 

·                 monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions;

 

·                 maintain the Mexican aeronautical registry for registrations relating to airports;

 

·                 impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions;

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·                 approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder;

 

·                 approve the master development programs prepared by each concession holder every five years;

 

·                 determine each airport’s maximum rates;

 

·                 approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and

 

·                 perform any other function specified by the Mexican Airport Law.

 

In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports.  The Ministry of Communications and Transportation provides these services through Services for Navigation in Mexican Air Space, the Mexican air traffic control authority, which is a division of the Ministry of Communications and Transportation.  Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.

 

Concession Tax

 

Under Article 232-A of the Mexican Federal Duties Law, holders of airport concessions must pay a tax for the use of state-owned assets.  As such, each of our subsidiary concession holders is required to pay a concession tax based on its gross annual revenues from the use of public domain assets pursuant to the terms of its concession.  Currently, this concession tax is set at a rate of 5 % and may be revised at any time by the Mexican government.  Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax, although there cansuch a request may not be no assurance that this request will be honored.honored in the future.

 

Scope of Concessions

 

We hold (through subsidiary holding companies) concessions granted to us by the Mexican government to use, operate, maintain and develop 13 airports in the Central North region of Mexico in accordance with the Mexican Airport Law.  As authorized under the Mexican Airport Law, each of the concessions is held by one of our subsidiaries for an initial 50-year term beginning on November 1, 1998.  This initial term of each of our concessions may be renewed in one or more terms for up to an additional 50 years, subject to our acceptance of any new conditions imposed by the Ministry of Communications and Transportation and to our compliance with the terms of our concession.

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The concessions held by our subsidiary concession holders allow the relevant concession holder, during the term of the concession, to:  (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and its regulations; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage).  These assets are government-owned assets, subject to the Mexican National Assets Law.  Upon expiration of a concession, the use of these assets, together with any improvements thereto, automatically revert to the Mexican government.

 

Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law.  The security

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regulations shall be implemented in accordance with the requirements set forth in the National Program for Airport Security.  In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for the inspection of passengers and carry-on luggage prior to approaching the departure gates and specify that the transporting airline is responsible for the inspection of checked-in luggage and cargo.  If public order or national security is endangered, the competent federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.  On June 1, 2010, the Mexican Bureau of Civil Aviation, along with the Ministry of Communications and Transportation, established new regulations for carry-on luggage.  The new regulations contain a list of prohibited items and restrictions on liquids, gels and aerosols.  These rules apply to carry-on luggage on both domestic and international flights.

 

The ICAO established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives.  We completed the purchase and installation of screening equipment in all of our airports to facilitate our airline customers’ compliance with the new baggage-screening guidelines.  Our subsidiary, Servicios Complementarios del Centro Norte, S.A. de C.V., has operated the checked-baggage screening system since March 1, 2012.  In some countries, such as the United States, the federal government (in the case of the United States, through the Transportation Security Administration) is responsible for screening checked baggage.  Under Mexican law, however, airlines are responsible for screening checked baggage.  Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of the equipment could increase our exposure to liability as a result of our involvement in the screening process.  In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus subject to potential liability, if Mexican law changes in the future.

 

The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the Ministry of Communications and Transportation.  No agreement documenting liens approved by the Ministry of Communications and Transportation may allow the beneficiary of a pledge to become a concession holder under any circumstances.

 

A concession holder may not assign any of its rights or obligations under its concession without the authorization of the Ministry of Communications and Transportation.  The Ministry of Communications and Transportation is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the Ministry of Communications and Transportation may require.

 

General Obligations of Concession Holders

 

The concessions impose certain obligations on the concession holders, including, among others, (i) the obligation to pay the concession tax described above, (ii) the obligation to deliver concession

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services in a continuous, public and non-discriminatory manner, (iii) the obligation to maintain the airports in good working condition and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the master development programs and the concessions.

 

Each concession holder and any third party providing services at an airport is required to carry specified insurance in amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Communications and Transportation.  To date, the Ministry of Communications and Transportation has not specified the required amounts of insurance.  We may be required to obtain additional insurance once these amounts are specified.

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We, together with our subsidiary concession holders, are jointly and severally liable to the Ministry of Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries.  Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the master development programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users.  In the event of a breach of one concession, the Ministry of Communications and Transportation is entitled to revoke all of the concessions held by our subsidiaries.

 

Substantially all of the contracts entered into prior to the grant of our concessions by the Mexican Airport and Auxiliary Services agency with respect to each of our airports were assigned to the relevant concession holder for each airport.  As part of this assignment, each concession holder agreed to indemnify the Mexican Airport and Auxiliary Services agency for any loss suffered by the Mexican Airport and Auxiliary Services agency due to the concession holder’s breach of its obligations under an assigned agreement.

 

Classification of Services Provided at Airports

 

The Mexican Airport Law and its regulations classify the services that may be rendered at an airport into the following three categories:

 

Airport Services.  Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services.  These services include the following:

 

·                 the use of airport runways, taxiways and aprons for landing, aircraft parking and departure;

 

·                 the use of hangars, passenger walkways, transport buses and car parking facilities;

 

·                 the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids;

 

·                 the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and

 

·                 the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis).

 

Complementary Services.  Complementary services for which the airlines are responsible may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator.  These services include:  ramp and handling services, checked-baggage screening, aircraft security, catering, cleaning, maintenance, repair and fuel supply (provided exclusively by the Mexican Airport and Auxiliary Services agency) and related activities that provide support to air carriers.

 

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Commercial Services.  Commercial services involve services that are not considered essential to the operation of an airport or aircraft and include, among other things, the leasing of space to retailers, restaurants and banks and advertising.

 

Diversification Services.  Diversification services are not linked to the operation of the airport or aircraft and include hotel services, air cargo logistics services and real estate services.  These services are distinguished from commercial

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services based on the client served; commercial services are for passengers and activities in airport terminals, while the diversification services are intended to develop areas outside airport terminals.

 

Third parties rendering airport, complementary or commercial services are required to do so pursuant to a written agreement with the relevant concession holder.  We have entered into agreements with third parties for security and surveillance services, ramp-handling and baggage-handling services and checked-baggage services only.  We provide all other airport, complementary and commercial services ourselves.  All agreements relating to airport or complementary services are required to be approved by the Ministry of Communications and Transportation.  The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties.  All third-party service providers are required to be corporations incorporated under Mexican law.

 

Under the reforms to the Mexican Airport Law, enacted and published in the Official Gazette on January 26, 2015, a concession holder may not limit the number of providers of complementary services in its airport, except in instances in which space, efficiency and/or safety warrant such a limitation.  If a concession holder denies entry to any complementary service provider, that service provider may file a complaint before the Ministry of Communications and Transportation.  A concession holder is also required to allow for a competitive market for complementary services.  A concession holder may only limit the number of providers of complementary services in its airport due to space, efficiency and safety considerations.  If the number of complementary service providers must be limited due to these considerations, contracts for the provision of complementary services must be awarded through a competitive bidding process.

Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price.  Concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster-support aircraft and aircraft experiencing emergencies.  Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities.  Except for the airport, corporate and commercial services mentioned in the prior paragraph, the concession holders have not and do not provide complementary services as these services are provided by third parties.

 

In the event of force majeure, the Ministry of Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure event.  The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure.

A concession holder is also required to allow for a competitive market for complementary services.  A concession holder may only limit the number of providers of complementary services in its airport due to space, efficiency and safety considerations.  If the number of complementary service providers must be limited due to these considerations, contracts for the provision of complementary services must be awarded through a competitive bidding process.

 

Master Development Programs

 

Concession holders are also required to submit to the Ministry of Communications and Transportation a master development program describing, among other things, the concession holder’s construction and maintenance plans.

 

Every five years, we are required to submit to the Ministry of Communications and Transportation for approval a master development program for each of our concessions describing, among other matters, our strategy, traffic forecasts, and expansion, modernization and maintenance plans for the

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following 15 years.  Each master development program is required to be updated every five years and resubmitted for approval to the Ministry of Communications and Transportation.  Upon such approval, the master development program is deemed to constitute a part of the relevant concession.  Any major construction, renovation or expansion of an airport may only be made pursuant to a concession holder’s master development program or upon approval by the Ministry of Communications and Transportation.  Information required to be presented in the master development program includes:

 

·                 airport growth and development expectations;

 

·                 15-year projections for air traffic demand (including passenger, cargo and operations);

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·                 construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment;

 

·                 a binding five-year detailed investment program and planned major investments for the following 10 years;

 

·                 descriptive airport plans specifying the distinct uses for the corresponding airport areas;

 

·                 any financing sources; and

 

·                 environmental protection measures.

 

The concessions require the concession holder to prepare and submit the concession holder’s master development program in a 24-month period and consider the necessary requirements of the airport users in the preparation of the master development program as well as the opinions of air carriers and operations and timetable’s committee.  The concession holder must submit a draft of the master development program to such committee and air carriers for their review and comments six months prior to its submission for approval to the Ministry of Communications and Transportation.  Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new master development program to the Ministry of Communications and Transportation.  The Ministry of Communications and Transportation may request additional information or clarification as well as seek further comments from airport users.  The Mexican Ministry of Defense (Secretaría de la Defensa Nacional) may also opine on the master development programs.

 

A concession holder may only undertake a major construction project, renovation or expansion relating to an airport pursuant to its master development program or with the approval of the Ministry of Communications and Transportation.  We are required to spend the full amounts set forth in each investment program under its master development programs.

 

Changes to a master development program and investment program require the approval of the Ministry of Communications and Transportation, except for emergency repairs and minor works that do not adversely affect an airport’s operations.

 

Pursuant to the terms of our concessions, we are required to comply with the investment obligations under the master development programs on a year-by-year basis, and the Ministry of Communications and Transportation is entitled to review out compliance thereunder (and apply sanctions accordingly) on a year-by-year basis.  Although historically the Ministry of Communications and Transportation has indicated its intent to review our compliance with these obligations on an aggregate five-year basis, we understand that the Ministry of Communications and Transportation may also conduct more limited reviews of our compliance with our obligations on a year-by-year basis going forward.

 

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During 2010, we negotiated the master development program for the 2011 to 2015 period with the Ministry of Communications and Transportation for each of our subsidiary concession holders.  This five-year program is in effect from January 1, 2011 until December 31, 2015.

 

Revenue Regulation

 

The Mexican Airport Law provides for the Ministry of Communications and Transportation to establish price regulations for services for which the Competition Commission determines that a competitive market does not exist.  In 1999, the Competition Commission issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services.  This ruling authorized the Ministry of Communications and Transportation to establish regulations governing the prices that may be charged for airport services and

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access fees that may be charged to third parties rendering complementary services in our airports.  On September 12, 2000, a new regulation, the Rate Regulation, was incorporated within the terms of each of our concessions.  This regulation provides a framework for the setting by the Ministry of Communications and Transportation of five-year maximum rates.

 

Regulated Revenues

 

The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of airport facilities by airlines and passengers and principally consist of a fee for each departing passenger, aircraft landing fees based on the aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from the aircraft to the terminal building and a security charge for each departing passenger.

 

Since January 1, 2000, all of our revenues from aeronautical services have been subject to a price regulation system established by the Ministry of Communications and Transportation.  This price regulation system establishes a “maximum rate” for each airport for every year in a five-year period.  The “maximum rate” is the maximum amount of revenues per “workload unit” that may be earned at an airport each year from regulated revenue sources.  Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.  We are able to set the specific prices for regulated services, other than complementary services and the leasing of space to airlines, for each of our airports, every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenues from regulated services at an airport does not exceed the maximum rate per workload unit at that airport on an annual basis.  Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic increase the workload units permit greater revenues overall within each five-year period for which maximum rates are established.

 

In 2013,2014, approximately 66.4%67.9% of our total revenues were earned from aeronautical services subject to price regulation under the maximum rates.  Approximatelyrates, and approximately 74.0% of the sum of our aeronautical and non-aeronautical revenues were earned from aeronautical services subject to price regulation under the maximum rates.

 

Each airport’s maximum rate is to be determined for each year by the Ministry of Communications and Transportation based on a general framework established in our concessions.  This framework reflects, among other factors, projections of an airport’s revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services and projected annual efficiency adjustments determined by the Ministry of Communications and Transportation.  The schedule of maximum rates for each airport is to be established every five years.

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Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not subject to this maximum-rate price regulation system and are therefore not subject to a ceiling.

 

Historical Maximum Rates and Maximum Rates for 2011 through 2015

 

In 2000, the Ministry of Communications and Transportation set each airport’s maximum rates for the period from January 1, 2001, through December 31, 2005, in connection with the process for the opening of Mexico’s airports to private investment.  These initial maximum rates are set forth in the concession for each airport.  In December 2005, the Ministry of Communications and Transportation set new airport maximum rates for the period from January 1, 2006, through December 31, 2010.  In December 2010, the Ministry of Communications and Transportation set airport maximum rates for the period from January 1, 2011 through December 31, 2015.

 

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The following tables set forth the maximum rates for each of our airports for the periods indicated under our 2006 to 2010 master development programs and under the master development programs that went into effect as of January 1, 2011.  These maximum rates are subject to adjustment only under the limited circumstances described below under “Special Adjustments to Maximum Rates.”

 

Historical Maximum Rates(1)

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

 

2006

 

2007

 

2008

 

2009

 

2010

 

Acapulco

 

178.08

 

176.73

 

175.41

 

174.09

 

172.79

 

 

185.64

 

184.23

 

182.86

 

181.48

 

180.12

 

Ciudad Juárez

 

139.14

 

138.10

 

137.07

 

136.04

 

135.02

 

 

145.05

 

143.96

 

142.88

 

141.81

 

140.75

 

Culiacán

 

163.19

 

162.05

 

165.44

 

164.29

 

163.13

 

 

160.53

 

159.33

 

158.14

 

156.94

 

155.76

 

Chihuahua

 

155.96

 

154.87

 

158.61

 

157.50

 

156.40

 

 

157.34

 

156.16

 

154.98

 

153.81

 

152.66

 

Durango

 

171.98

 

170.69

 

169.39

 

168.13

 

166.87

 

 

179.27

 

177.93

 

176.58

 

175.27

 

173.95

 

Mazatlán

 

176.75

 

175.43

 

174.11

 

172.80

 

171.51

 

 

184.25

 

182.87

 

181.50

 

180.13

 

178.79

 

Monterrey

 

142.43

 

141.36

 

140.30

 

139.26

 

138.21

 

 

148.48

 

147.36

 

146.25

 

145.17

 

144.08

 

Reynosa

 

161.30

 

160.10

 

158.89

 

157.71

 

156.52

 

 

168.15

 

166.89

 

165.64

 

164.40

 

163.16

 

San Luis Potosí

 

120.42

 

119.52

 

118.62

 

117.74

 

116.85

 

 

125.53

 

124.59

 

123.65

 

122.73

 

121.81

 

Tampico

 

170.60

 

169.32

 

168.06

 

166.80

 

165.54

 

 

177.84

 

176.51

 

175.19

 

173.88

 

172.56

 

Torreón

 

174.12

 

172.80

 

171.51

 

170.22

 

168.94

 

 

181.51

 

180.13

 

178.79

 

177.44

 

176.11

 

Zacatecas

 

180.43

 

179.08

 

177.73

 

176.40

 

175.08

 

 

188.09

 

186.68

 

185.27

 

183.88

 

182.51

 

Zihuatanejo

 

181.78

 

180.42

 

179.05

 

177.72

 

176.38

 

 

189.49

 

188.07

 

186.65

 

185.26

 

183.87

 

 

(1)          Expressed in constant pesos as of December 31, 2013,2014, as required by the maximum rate regulation.  The maximum rate for each succeeding year from 2006 is reduced by the efficiency factor of 0.75% per year.

 

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Current Maximum Rates(1)

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013(2)

 

2014

 

2015

 

 

2011

 

2012

 

2013(2)

 

2014

 

2015

 

Acapulco

 

195.53

 

194.16

 

200.95

 

199.55

 

198.15

 

 

203.82

 

202.40

 

209.48

 

208.02

 

206.56

 

Ciudad Juárez

 

152.97

 

151.89

 

154.99

 

153.91

 

152.83

 

 

159.46

 

158.34

 

161.57

 

160.44

 

159.32

 

Culiacán

 

155.96

 

154.87

 

158.61

 

157.50

 

156.40

 

 

170.11

 

168.92

 

172.46

 

171.26

 

170.06

 

Chihuahua

 

163.19

 

162.05

 

165.44

 

164.29

 

163.13

 

 

162.58

 

161.44

 

165.34

 

164.18

 

163.04

 

Durango

 

186.85

 

185.54

 

187.53

 

186.22

 

184.92

 

 

194.78

 

193.41

 

195.49

 

194.12

 

192.76

 

Mazatlán

 

181.75

 

180.48

 

184.65

 

183.36

 

182.08

 

 

189.46

 

188.14

 

192.48

 

191.14

 

189.80

 

Monterrey

 

152.45

 

151.38

 

153.17

 

152.10

 

151.03

 

 

158.91

 

157.81

 

159.67

 

158.55

 

157.44

 

Reynosa

 

176.66

 

175.43

 

177.46

 

176.22

 

174.99

 

 

184.16

 

182.87

 

184.99

 

183.70

 

182.41

 

San Luis Potosí

 

131.58

 

130.66

 

131.86

 

130.93

 

130.02

 

 

137.16

 

136.21

 

137.46

 

136.49

 

135.54

 

Tampico

 

177.50

 

176.25

 

178.17

 

176.92

 

175.68

 

 

185.03

 

183.73

 

185.72

 

184.43

 

183.13

 

Torreón

 

185.51

 

184.20

 

186.01

 

184.71

 

183.42

 

 

193.38

 

192.02

 

193.91

 

192.55

 

191.21

 

Zacatecas

 

197.93

 

196.54

 

198.55

 

197.15

 

195.77

 

 

206.33

 

204.88

 

206.97

 

205.52

 

204.08

 

Zihuatanejo

 

197.22

 

195.84

 

200.91

 

199.51

 

198.12

 

 

205.59

 

204.15

 

209.43

 

207.97

 

206.52

 

 

(1)          Expressed in constant pesos as of December 31, 2013,2014, as required by the maximum rate regulation.  The maximum rate for each succeeding year from 20132014 is reduced by the efficiency factor of 0.70% per year.

 

(2)          Increases to maximum rates for 2013 were negotiated with the Mexican Bureau of Civil Aviation to take into account the maintenance costs of baggage-screening systems in all of our airports required by mandatory circular CO SA-17.2/10 R2.

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Methodology for Determining Future Maximum Rates

 

The Rate Regulation provides that each airport’s annual maximum rates are to be determined in five-year intervals based on the following variables:

 

·                 Projections for the following 15 years of workload units (each of which is equivalent to one terminal passenger or 100 kilograms (220 pounds) of commercial cargo), operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation.  The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s master development program for the following 15 years.

 

·                 Projections for the following 15 years of capital expenditures related to regulated services, based on air traffic forecasts and quality of standards for services to be derived from the master development programs.

 

·                 Reference values, which initially were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value.

 

·                 A discount rate to be determined by the Ministry of Communications and Transportation.  The concessions provide that the discount rate shall reflect the cost of capital to Mexican and international companies in the airport industry (on a pre-tax basis), as well as Mexican economic conditions.  The concessions provide that the discount rate shall be at least equal to the average yield of long-term Mexican government debt securities quoted in the international markets during the prior 24 months plus a risk premium to be determined by the

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Ministry of Communications and Transportation based on the inherent risk of the airport business in Mexico.

 

·                 An efficiency factor to be determined by the Ministry of Communications and Transportation.  For the five-year period ending December 31, 2010, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75%.  For the five-year period ending December 31, 2015, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70%.

 

Our concessions specify a discounted cash flow formula to be used by the Ministry of Communications and Transportation to determine the maximum rates that, given the projected pre-tax earnings, the efficiency adjustment, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates.  In connection with the preparation of the current master development programs, we prepared a proposal to submit to the Ministry of Communications and Transportation establishing the values we believe should be used with respect to each variable included in the determination of maximum rates, including the efficiency factor, projected capital expenditures and the discount rate.  The maximum rates ultimately established by the Ministry of Communications and Transportation reflect a negotiation between the Ministry and us regarding these variables.

 

The concessions provide that each airport’s reference values, discount rate and the other variables used in calculating the maximum rates do not represent an undertaking by the Ministry of Communications and Transportation or the Mexican government as to the profitability of any concession holder.  Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we have been able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity

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gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for this shortfall.

 

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the Ministry of Communications and Transportation may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in the Federal District (Mexico City).  On December 31, 2013,2014, the daily minimum wage in Mexico City as of January 1, 2015 was Ps. 67.29.70.10.  As a result, the maximum penalty at such date could have been Ps. 3,3653,505 thousand (U.S.$ 257,516)237.8 thousand) per airport.

 

Our concessions provide that, duringIn 2000 and 2001, our concessions provided that the calculation of workload units included only terminal passengers.  Beginning January 1, 2002, the Ministry of Communications and Transportation established that the calculation of workload units would also include commercial cargo for subsequent years.  The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of commercial cargo.

 

Special Adjustments to Maximum Rates

 

Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:

 

·                 Change in law or natural disasters.  A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined.  In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or

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requires unanticipated capital expenditures. There can be no assurance that any requestRequests on these grounds wouldmay not be approved.approved in the future.

 

·                 Macroeconomic conditions.  A concession holder may also request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican GDP in a 12-month period, the workload units processed in the concession holder’s airport are less than that projected when its master development program was approved.  To grant an adjustment under these circumstances, the Ministry of Communications and Transportation under the master development program must have already allowed the concession holder to decrease its projected capital improvements as a result of the decline in passenger traffic volume.  There can be no assurance that any requestRequests on these grounds wouldmay not be approved.approved in the future.

 

·                 Increase in concession tax under Mexican Federal Duties Law.  An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates.  There can be no assurance that any requestRequests on these grounds wouldmay not be approved.approved in the future.

 

·                 Failure to make required investments or improvements.  The Ministry of Communications and Transportation is required to review annually each concession holder’s compliance with its master development program (including the provision of services and the making of capital investments).  If a concession holder fails to satisfy any of the investment commitments contained in its master development program, the Ministry of Communications and Transportation is entitled to decrease the concession holder’s maximum rates and assess penalties.

 

·                 Excess revenues.  In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will

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be decreased to compensate airport users for overpayment in the previous year.  Under these circumstances, the Ministry of Communications and Transportation is also entitled to assess penalties against the concession holder.

 

Increases in Maximum Rates Associated with Baggage-Screening Services

 

On March 29, 2013,May 1, 2014, the Mexican Bureau of Civil aviation published mandatory circular CO SA-17.2/10 R2,R3, which supersedes mandatory circular CO SA-17.2/10 R1R2 and requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines to provide the service to the airlines.  On November 30, 2012, after negotiation with the Mexican Bureau of Civil Aviation, the maximum rates of our thirteen airports were increased to take into account the maintenance cost incurred due to the operation of baggage-screening equipment.  The maximum rate increase became effective on January 1, 2013.

 

Ownership Commitments and Restrictions

 

The concessions require us to retain a 51% direct ownership interest in each of its 13 concession holders throughout the term of these concessions.  Any acquisition by us or one of our concession holders of any additional airport concessions or of a beneficial interest of 30% or more of another concession holder requires the consent of the Competition Commission.  In addition, the concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.

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Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5% or more of the shares of a holder of an airport concession.  We, and each of our subsidiaries, are similarly restricted from owning 5% or more of the shares of any air carrier.

 

Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in a holder of an airport concession.

 

Reporting, Information and Consent Requirements

 

Concession holders and third parties providing services at airports are required to provide the Ministry of Communications and Transportation access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development.  Each concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the Ministry of Communications and Transportation with any information that it may request.  Each concession holder is also required to publish its annual audited consolidated financial statements in a principal Mexican newspaper within the first four months of each year.

 

The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the Ministry of Communications and Transportation to such control acquisition.  For purposes of this requirement, control is deemed to be acquired in the following circumstances:

 

·                 if a person acquires 35% or more of the shares of a concession holder;

 

·                 if a person has the ability to control the outcome of meetings of the shareholders of a concession holder;

 

·                 if a person has the ability to appoint a majority of the members of the board of directors of a concession holder; or

 

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·                 if a person by any other means acquires control of an airport.

 

Under the regulations to the Mexican Airport Law, any company acquiring control of a concession holder is deemed to be jointly and severally liable with the concession holder for the performance of the terms and conditions of the concession.

 

The Ministry of Communications and Transportation is required to be notified upon any change in a concession holder’s chief executive officer, board of directors or management.  A concession holder is also required to notify the Ministry of Communications and Transportation at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation or spin-off of the concession holder.

 

Penalties and Termination and Revocation of Concessions and Concession Assets

 

Termination of Concessions

 

Under the Mexican Airport Law and the terms of the concessions, a concession may be terminated upon any of the following events:

 

·                 the expiration of its term;

 

·                 the surrender by the concession holder;

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·                 the revocation of the concession by the Ministry of Communications and Transportation;

 

·                 the reversion of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure);

 

·                 the inability to achieve the purpose of the concession, except in the event of force majeure;

 

·                 the dissolution, liquidation or bankruptcy of the concession holder; or

 

·                 the failure by the concession holder to satisfy the shareholding obligations set forth in the concession.

 

Following a concession’s termination, the concession holder remains liable for the performance of its obligations during the term of the concession.

 

Revocation of Concessions

 

A concession may be revoked by the Ministry of Communications and Transportation under certain conditions, including:

 

·                 the failure by a concession holder to begin operating, maintaining and developing an airport pursuant to the terms established in the concession;

 

·                 the failure by a concession holder to maintain insurance as required under the Mexican Airport Law;

 

·                 the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law;

 

·                 any alteration of the nature or condition of an airport’s facilities without the authorization of the Ministry of Communications and Transportation;

 

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·                 use, with a concession holder’s consent and without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican air traffic control authority or that is involved in the commission of a felony;

 

·                 knowingly appointing a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws;

 

·                 the failure by the concession holder to pay the Mexican government the concession tax;

 

·                 the failure by the concession holder to beneficially own at least 51% of the capital stock of its subsidiary concession holders;

 

·                 a violation of the safety regulations established in the Mexican Airport Law and other applicable laws;

 

·                 a total or partial interruption of the operation of an airport or its airport or complementary services without justified cause;

 

·                 the failure to maintain the airport’s facilities;

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·                 the provision of unauthorized services;

 

·                 the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider;

 

·                 charging prices higher than those registered with the Ministry of Communications and Transportation for regulated services or exceeding the applicable maximum rate;

 

·                 any act or omission that impedes the ability of other service providers or authorities to carry out their functions within the airport; or

 

·                 any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession.

 

The Ministry of Communications and Transportation is entitled to revoke a concession without prior notice as a result of the first six events described above.  In the case of other violations, a concession may be revoked as a result of a violation only if sanctions have been imposed at least three times with respect to the same violation.

 

Pursuant to the terms of our concessions, in the event the Ministry of Communications and Transportation revokes one of our concessions, it is entitled to revoke all of our other concessions.

 

According to the Mexican National Assets Law, Mexico’s national patrimony consists of private and government-owned assets of Mexico.  The surface area of our airports and improvements on such space are considered government-owned assets.  A concession concerning government-owned assets may be “rescued,” or revert to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest.  In exchange, the Mexican government is required to pay compensation as determined by expert appraisers.  Following a declaration of “rescue,” or reversion, the assets that were subject to the concession are automatically returned to the Mexican government.

 

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In the event of war, public disturbances or threats to national security, the Mexican government may assume the operations (through a process known as requisa) of any airport, airport and complementary services as well as any other airport assets.  Such government action may exist only during the duration of the emergency.  Except in the case of war, the Mexican government is required to compensate all affected parties for any damages or losses suffered as a result of such government action.  If the Mexican government and a concession holder cannot agree as to the appropriate amount of damages or losses, the amount of damages shall be determined by experts jointly appointed by both parties, and the amount of losses shall be determined based on the average net income of the concession holder during the previous year.

 

The Mexican Airport Law provides that sanctions of up to 400,000 times the minimum daily wage in the Federal District (Mexico City) may be assessed for failures to comply with the terms of a concession.  On December 31, 2013,2014, the daily minimum wage in Mexico City as of January 1, 2015 was Ps. 67.29.70.10.  As a result, the maximum penalty at such date could have been Ps. 26,91628,040 thousand (U.S.$ 2.11.9 million) per airport.

 

Consequences of Termination or Revocation of a Concession

 

Upon termination, whether as a result of expiration or revocation, the real estate and fixtures that were the subject of the concession automatically revert to the Mexican government.  In addition, upon termination, the Mexican government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the Ministry of Communications and Transportation.  Alternatively, the Mexican

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government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder.  In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder.  If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive.  If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser appointed by the Mexican government.

 

The Mexican Communications Law, however, provides that upon expiration, termination or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government at no cost and free of any liens or other encumbrances.  There is substantial doubt as to whether the provisions of our concessions would prevail over those of the Mexican Communications Law.  Accordingly, there can be no assurance that upon expiration or termination of our concessions, the assets used by our subsidiary concession holders to provide services at our airports will notmay revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

 

Grants of New Concessions

 

The Mexican government may grant new concessions to manage, operate, develop and construct airports.  Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities.  In addition, the government may grant concessions without a public bidding process to the following entities:

 

·                 parties who hold permits to operate civil aerodromes and intend to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession;

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·                 current concession holders when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession;

 

·                 current concession holders when it is in the public interest for their airport to be relocated;

 

·                 entities in the federal public administration; and

 

·                 commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports.

 

Environmental Matters

 

Regulation

 

Our operations are subject to Mexican federal, state and municipal laws and regulations relating to the protection of the environment.  The major federal environmental laws applicable to our operations are:  (i) the General Law of Ecological Equilibrium and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) or the “General Environmental Law,” and its regulations, which are administered by the Ministry of the Environment and Natural Resources and enforced by the Ministry’s enforcement branch, the Federal Attorney for Environmental Protection; (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la

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Prevención y Gestión Integral de los Residuos), or the “Law on Waste”, which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Attorney for Environmental Protection; (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission, also a branch of the Ministry of the Environment and Natural Resources; (iv) the General Law of Climate Change; and (v) the Federal Law of Environmental Responsibility (Ley Federal de Responsabilidad Ambiental).

 

Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, noise control, hazardous waste, environmental audits and natural protected areas.  The General Environmental Law also regulates, among other things, vibrations, thermal energy, soil contamination and visual pollution, although the Mexican government has not yet issued enforceable regulation on the majority of these matters.  The General Environmental Law also provides that companies that contaminate soils are responsible for their clean-up.  Further, according to the Law on Waste, which was published in October 2004, owners and/or possessors of real property with soil contamination are jointly and severally liable for the remediation of such contaminated sites, irrespective of any recourse or other actions such owners and/or possessors may have against the contaminating party, and aside from the criminal or administrative liability to which the contaminating party may be subject.  Restrictions on the transfer of contaminated sites also exist.  The Law on Waste also regulates the generation, handling and final disposal of hazardous waste.

 

Pursuant to the National Waters Law, companies that discharge wastewaters into national water bodies must comply with, among other rules, maximum permissible contaminant levels in order to preserve water quality.  Periodic reports on water quality must be provided to competent authorities.  Liability may result from the contamination of underground waters or recipient water bodies.  The use of underground waters is subject to restrictions pursuant to our concessions and the National Waters Commission.

 

In addition to the foregoing, Official Mexican Standards (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Meteorology and Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the

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environmental laws described above, establish standards relating to air emissions, wastewater discharges, the generation, handling and disposal of hazardous waste and noise control, among other issues.  Official Mexican Standards on soil contamination and waste management are currently being developed and may be enacted in the near future.  With respect to soil contamination, we assess the environmental impact and attempt to find solutions in accordance with the Federal Attorney for Environmental Protection, which allows us to carry out our projects and activities in accordance with Mexican law.

 

The Federal Attorney for Environmental Protection can bring administrative, civil and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities and impose a variety of sanctions.  Companies in Mexico are required to obtain proper authorizations, licenses, concessions or permits from competent environmental authorities for the performance of activities that may have an impact on the environment or that may constitute a source of contamination.  Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Federal Attorney for Environmental Protection and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.

 

Prior to the opening of Mexico’s airports to private investment, the Federal Attorney for Environmental Protection required that environmental audits be performed at each of our airports.  Based on the results of these audits, the Federal Attorney for Environmental Protection issued recommendations for improvements and corrective actions to be taken at each of our airports.  In connection with the transfer of the management of our airports from our predecessor, we entered into environmental

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compliance agreements with the Federal Attorney for Environmental Protection on January 1, 1999, and July 12, 2000, pursuant to which we agreed to comply with a specific action plan and adopt specific actions within a determined time frame.

 

The Federal Attorney for Environmental Protection has confirmed that we have complied with all of the relevant environmental requirements derived from the aforementioned environmental audits, and has renewed compliance certificates for all of our airports.  These certificates, which are known as Environmental Quality Certificates (Certificados de Calidad Ambiental), certify compliance with applicable Mexican environmental laws, regulations and applicable Official Mexican Standards and must be renewed on a biannual basis.

 

In accordance with the General Law of Climate Change, individuals and entities that are responsible for sources of emission that are subject to environmental reporting are obligated to compile necessary information, data and documents with respect to direct and indirect emissions for the inclusion in the Mexican National Registry of Emissions (Registro Nacional de Emisiones).  Consequently, we are obligated to comply with this requirement beginning on January 1, 2015.

 

Furthermore, on June 7, 2013, the Federal Law of Environmental Responsibility was published in the Mexican Official Gazette of the Federation and requires that any person or entity who, whether by act or omission, directly or indirectly, causes harm to the environment, is obligated to repair such harm.  If repair of such harm is not possible, such person is required to pay compensation for the harm caused and take any action necessary to avoid any additional harm or damage.  Likewise, this law establishes a judicial procedure for environmental responsibility through which any physical or moral person with a legitimate interest can sue for repair and compensation for harm done to the environment.

 

Environmental Certification

 

In 2011, we received ISO 14001:2004 environmental certification for our 13 airports under the multisite scheme.  This certification recognizes us as a company that is committed to sound environmental practices.  The ISO 14001:2004 certification provides each of the 13 airports in the group with an environmental management system, including methodology for self-assessment and confirming

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compliance with our environmental policy.  The inspection and recertification process is expected to beginwas successfully completed in June 2014.  The current ISO 14001 certification is valid through August 14, 2017.

 

In 2011, 2012 and 2012,2013, we were selected to be one of the members of the Sustainability Index by the Mexican Stock Exchange.  The Mexican Stock Exchange Sustainability Index members were selected from among the 70 most traded stocks on the Mexican Stock Exchange based on evaluation criteria of corporate governance, environmental management and social responsibility. Our current inclusion in the Mexican Stock Exchange Sustainability Index is valid through January 31, 2016.

 

Liability for Environmental Noncompliance

 

The legal framework of environmental liability applicable to our operations is generally outlined above.  Under the terms of our concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998, and for any failure by the Mexican Airport and Auxiliary Services agency prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities.  Although there can be no assurance, weWe believe that we are entitled to indemnification for any liabilities related to actions that our predecessor was required to perform or refrain from performing under applicable environmental laws and under their agreements with environmental authorities.authorities, though this may change in the future.

 

The level of environmental regulation in Mexico has significantly increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent.  We expect this trend to

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continue and expect additional norms to be imposed by the North American Agreement on Environmental Cooperation entered into by Canada, the United States and Mexico in the context of the North American Free Trade Agreement, as well as by other international treaties on environmental matters.  We do not expect that compliance with Mexican federal, state or municipal environmental laws currently in effect will have a material adverse effect on our financial condition or results of operations.  However, there can be no assurance that environmental regulations or the enforcement thereof will notmay change in a manner that could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

Regulatory Changes Proposed by Mexico’s Competition Commission

 

On October 1, 2007, the Chairman of the Competition Commission released an independent report on the competitiveness of Mexico’s airports relative to each other and to international airports.  The Chairman’s report made the following recommendations as ways to increase efficiency at Mexican airports:

 

·                 make economic efficiency a basis of tariff regulation for new concessions;

 

·                 include income from commercial services as one of the factors in determining tariffs for new concessions;

 

·                 strengthen the independence of the regulatory agency and increase the transparency of airport regulation;

 

·                 promote greater efficiency in scheduling at airports with heavy volumes of passenger traffic;

 

·                 promote greater competition between airports;

 

·                 eliminate the Mexican Airport and Auxiliary Services agency’s role as exclusive fuel service provider;

 

·                 eliminate barriers to entry for taxi providers at airports; and

 

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·                 be mindful of vertical integration among airports and airlines.

 

The Ministry of Communications and Transportation issued a response to the Competition Commission Chairman’s report that noted, among other matters, that according to its own calculations, Mexico’s airport charges were lower than 36 of the 50 international airports against which they were compared.  We also issued a joint press release along with the other two Mexican airport groups, Grupo Aeroportuario del Pacífico, S.A.B. de C.V., and AeropuertosGrupo Aeroportuario del Sureste, S.A.B. de C.V., questioning the calculations and the comparisons drawn in the Competition Commission Chairman’s report and stating that we are committed to participate in a comprehensive review of the report in order to demonstrate our commitment to the efficient development of the airport sector.  In addition, after the Competition Commission Chairman’s report was released, on October 1, 2007, initiatives were introduced in Mexico’s Congress to make several reforms to the Mexican Airport Law that, if enacted, could have a material adverse effect on us.

 

On February 26, 2009, a legislative initiative was filed with Mexico’s Congress by representatives of PRD (Partido de la Revolución Democrática), PT (Partido del Trabajo) and CONVERGENCIA.

 

This initiative seeks to reform a substantial part of the current Mexican Airport Law, which regulates airport-related matters.  The initiative was sent to the Transport and Communications Commissions of the Congress to be analyzed and, if each commission determines that the initiative

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includes all the elements necessary to reform the law, then the initiative will be submitted to the Congress for its approval.  On March 25, 2010, the Transport and Communications Commissions released a negative opinion on this initiative.  The negative opinion was submitted to Congress for its approval but was dismissed on April 20, 2010.  Should the current Mexican Airport law be amended with respect to matters that are related to our operations, such amendment could have a material impact on our operations.

 

As of April 15, 2014,23, 2015, no such regulatory changes had been enacted.  Although we do not expect that the Competition Commission Chairman’s report or the congressional initiative will result in any regulatory changes in the short term, there can be no assurance that changes to the airport regulatory framework will notmay occur in the future.

 

ORGANIZATIONAL STRUCTURE

 

The following table sets forth our consolidated subsidiaries as of December 31, 2013,April 23, 2015, including our direct and indirect ownership interest in each:

 

Name of Company

 

Jurisdiction of
Establishment

��

Percentage
Owned

 

Description

Aeropuerto de Acapulco, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Acapulco International Airport

 

 

 

 

 

 

 

Aeropuerto de Ciudad Juárez, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Ciudad Juárez International Airport

 

 

 

 

 

 

 

Aeropuerto de Culiacán, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Culiacán International Airport

 

 

 

 

 

 

 

Aeropuerto de Chihuahua, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Chihuahua International Airport

 

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Name of Company

Jurisdiction of
Establishment

Percentage
Owned

Description

 

Aeropuerto de Durango, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Durango International Airport

 

 

 

 

 

 

 

Aeropuerto de Mazatlán, S.A. de C.VC.V.

 

Mexico

 

100

 

Holds concession for Mazatlán International Airport

 

 

 

 

 

 

 

Aeropuerto de Monterrey, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Monterrey International Airport

 

 

 

 

 

 

 

Aeropuerto de Reynosa, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Reynosa International Airport

 

 

 

 

 

 

 

Aeropuerto de San Luis Potosí, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for San Luis Potosí International Airport

 

 

 

 

 

 

 

Aeropuerto de Tampico, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Tampico International Airport

 

 

 

 

 

 

 

Aeropuerto de Torreón, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Torreón International Airport

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Name of Company

Jurisdiction of
Establishment

Percentage
Owned

Description

Aeropuerto de Zacatecas, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Zacatecas International Airport

 

 

 

 

 

 

 

Aeropuerto de Zihuatanejo, S.A. de C.V.

 

Mexico

 

100

 

Holds concession for Zihuatanejo International Airport

 

 

 

 

 

 

 

Servicios Aeroportuarios del Centro Norte, S.A. de C.V.

 

Mexico

 

100

 

Provider of administrative and other services at certain of our airports.

 

 

 

 

 

 

 

Operadora de Aeropuertos del Centro Norte, S.A. de C.V.

 

Mexico

 

100

 

Provider of operational services to our concessionaries.

 

 

 

 

 

 

 

Holding Consorcio Grupo Hotelero T2, S.A. de C.V.

 

Mexico

 

100

 

Holds 90% of the shares of the Consortium to develop and operate an NH-branded hotel and commercial areas inside the new Terminal 2 of Mexico City International Airport.  A Mexican subsidiary of NH Hoteles SA, a Spanish company, owns the other 10%.

 

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Name of Company

Jurisdiction of
Establishment

Percentage
Owned

Description

 

Consorcio Grupo Hotelero T2, S.A. de C.V.

 

Mexico

 

90

 

Holds a 20-year lease agreement with Mexico City International Airport to develop and operate a 287-room, 5-star hotel and more than 5,000 square meters (53,820 square feet) in commercial space inside Terminal 2.

 

 

 

 

 

 

 

Servicios Corporativos Terminal T2, S.A. de C.V.

 

Mexico

 

90

 

Provider of administrative and other services to Consorcio Grupo Hotelero T2, S.A. de C.V.

 

 

 

 

 

 

 

Servicios Complementarios del Centro Norte, S.A. de C.V.

 

Mexico

 

100

 

Provider of complementary services.

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Name of Company

Jurisdiction of
Establishment

Percentage
Owned

Description

OMA Logística, S.A. de C.V.

 

Mexico

 

100

 

Develops and operates commercial areas in our concessionaries.

 

Holds 85% of the shares of the investment project to develop and operate a Hilton Garden Inn and commercial areas at the Monterrey airport.  Grupo Hotelero Santa Fe, S. de R.L. de C.V., owns the remaining 15%.

Holds 51% of the shares of OMA VYNMSA Aero Industrial Park, S.A. de C.V., an investment project to develop, operate and build an industrial park at the Monterrey airport. VYNMSA Desarrollo Inmobiliario, S.A. de C.V., owns the remaining 49%.

 

 

 

 

 

 

 

Servicios Aero Especializados del Centro Norte, S.A. de C.V.

 

Mexico

 

100

 

Provider of administrative and other services at certain of our airports.

 

 

 

 

 

 

 

OMA VYNMSA Aero Industrial Park, S.A. de C.V.

 

Mexico

 

51

 

Entity created to build and operate an industrial park at the Monterrey airport.

 

 

 

 

 

 

 

Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V.

 

Mexico

 

85

 

Holds a 20-year lease agreement with the Monterrey airport to develop and operate a 134-room hotel at the Monterrey airport under the brand Hilton Garden Inn.

 

Servicios Hoteleros Aeropuerto Monterrey, S.A. de C.V.

Mexico

85

Provider of administrative and other services to Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V.

 

PROPERTY, PLANT AND EQUIPMENT

 

Pursuant to the Mexican National Assets Law, all real estate and fixtures in our airports are owned by the Mexican government.  Each of our concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 50 years.  The option to extend a concession is subject to our acceptance of any changes to such concession that may be

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imposed by the Ministry of Communications and Transportation and our compliance with the terms of our current concessions.  Upon expiration of our concessions, these assets automatically revert to the

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Mexican government, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, including any improvements thereon, except for those caused by normal wear and tear.

 

We use the property constituting our airports pursuant to our concessions.  Our corporate headquarters are located on the property of our Monterrey airport.

 

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events.  We also maintain general liability insurance but do not maintain business-interruption insurance.  Among other insurance policies, we carry a U.S.$ 50.0 million insurance policy covering damages to our property resulting from certain terrorist acts and a U.S.$ 1.0 billion policy covering personal and property damages to third parties.  We also carry a U.S.$ 200.0 million insurance policy covering damage to our assets and infrastructure.

 

Item 4A.              Unresolved Staff Comments

 

None.

 

Item 5.                         Operating and Financial Review and Prospects

 

The following discussion should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements and the notes to those consolidated financial statements.  It does not include all of the information included in our consolidated financial statements.  You should read our consolidated financial statements to gain a better understanding of our business and our historical results of operations.

 

Our consolidated financial statements included in this annual report are prepared in accordance with IFRS, as issued by the IASB.

 

Overview

 

We hold concessions to operate, maintain and develop 13 airports in Mexico, many of which are located in the northern and central regions of the country, pursuant to concessions granted by the Mexican government.  The substantial majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers.  For example, approximately 66.4%67.9% of our total revenues in 20132014 were earned from aeronautical services and approximately 74.0% of the sum of our aeronautical and non-aeronautical revenues in 20132014 were earned from aeronautical services.  Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volume at our airports.  Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the Ministry of Communications and Transportation and the specific prices that we negotiate with airlines for the provision of aeronautical services.  The maximum rate system of price regulation that applies to our aeronautical revenues is linked to the traffic volume (measured in workload units) at each airport; thus, increases in passenger and cargo volume generally permit greater revenues from aeronautical services.  In evaluating our aeronautical revenues, we focus principally on workload units, which measure volume, and aeronautical revenues per workload unit, which measures the contribution to aeronautical revenues from each workload unit.

 

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We also derive revenues from non-aeronautical activities, which principally relate to the commercial activities carried out at our airports, such as the operation of parking facilities, advertising and the leasing of space to restaurants and retailers.  We also derive non-aeronautical revenues from diversification activities, such as hotel services, air cargo logistics services and real estate services; and

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complementary activities, which principally include the leasing of space to airlines and operating our baggage-screening system.  Our revenues from non-aeronautical activities are not subject to the system of price regulation established by the Ministry of Communications and Transportation (though they may be subject to regulation by other authorities).  Thus, our commercial revenues are principally affected by the passenger volume at our airports and the mix of commercial activities carried out at our airports.  We evaluate our non-aeronautical revenues by analyzing changes in overall non-aeronautical revenues and changes in non-aeronautical revenues per terminal passenger.

 

Faced with the difficult environment in 2008 and 2009, we undertook initiatives aimed at sustaining the level of our aeronautical and non-aeronautical revenues.  These include (i) ending the special incentive program at the Monterrey airport in August 2008; (ii) expanding and improving commercial operations inside our airports; and (iii) investing in diversification activities related to airports, such as the investment in the Terminal 2 NH Hotel.  The first initiative contributed to the growth in aeronautical revenues per passenger, and the last two initiatives contributed to the growth in both aeronautical revenues per passenger and non-aeronautical revenues per passenger.

During 2013,2014, our business initiatives were focused on maximizing aeronautical revenues and increasing non-aeronautical revenues through (i) the promotion of route development and the optimization of rates; (ii) improving the commercial offeringofferings and the passenger experience inside our airport terminals; (iii)  increasing the operations of our current diversification businesses related to airports, such as the Terminal 2 NH Hotel and our OMA Carga business; and (iv) generating new sources of non-aeronautical revenues through new diversification activities that we expect to increase our revenues in the coming years.

 

Recent Developments

 

Possible AmendmentsAmendment to the Mexican Airport Law

 

On December 14, 2011, a bill was introduced in Mexico’s Congress to amend the Mexican Airport Law.  The bill proposes that the Ministry of Communications and Transportation gain additional authority to plan and apply the standards, policies and programs for the Mexican airport system, to oversee the proper operation of civil aviation in Mexico and to establish rules for airport service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports.  The bill was approved by the Senate (Senado de la República) and submitted to the House of Deputies, which approved the bill with certain modifications and returned it to the Senate for final approval.  The amendmentsJanuary 26, 2015, an amendment to the Mexican Airport Law set forth therein will become effective once the Senate has approved the final draft of the amendmentswas published and they are published in the Mexican Official Gazette of the Federation.  We do not expect these amendments to have a material impact on our business, results of operations, prospects or financial condition.

enacted.  Among other changes,matters, the bill proposesamendment includes provisions that intend to create a competitive market for the Ministrysuppliers of Communications and Transportation, actingcomplementary services.  To this end, the amendment establishes that a concession holder may not limit the number of providers of complementary services in its capacity as airport, authority will have additional authorityexcept in instances in which space, efficiency and/or safety warrant such a limitation.  If a concession holder denies entry to (i) plan and apply the standards, policies and programs for the Mexican airport system to effectuate the proper operation of civil aviation in Mexico and (ii) establish rules for airportany complementary service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports.  The Ministry of Communications and Transportation would also be authorized to verify compliance with the Mexican Airport Law, the Mexican Civil Aviation Law, the international treaties and applicable rules and regulations and will also be responsible for the proper operation of the Mexican Airport Registry.  Under this bill, the Ministry could:  (i) require the opinion of the Competition Commission regarding the granting of new concessions;

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and (ii) consider economic efficiency and reductions in user costs when granting airport concessions.  Likewise, under this bill, complementary services (such as ramp, traffic, fuel supply, aircraft repair and maintenance) in an airport concessionaire must be rendered onprovider, that service provider may file a competitive basis.

Under this bill, concessions would be granted for an initial period of up to 50 years, and could be extended for additional periods, without exceeding an additional 50 years.  The aforementioned extension would be subject to:  (i) compliance in all respects with the conditions stated in the concession; (ii) the favorable opinion of a commission composed of members of the Ministry of Defense, the Attorney General’s Office, the Navy and the Ministry of Communications and Transportation; (iii) the request of the extension five years prior to the expiration of the concession; and (iv) the acceptance of the new conditions set bycomplaint before the Ministry of Communications and Transportation.

 

After the bill becomes effective, every concession title, permit and authorization granted before the commencement of these amendments will have to be modified in accordance with this bill, within the calendar year following the commencement date of the bill.  We cannot predict whether these amendments will result in a change to our maximum rates.

Possible Amendments to the Mexican Federal Economic Competition Law

On February 20, 2014, a bill was introduced in Mexico’s Congress to amend the Federal Economic Competition Law.  The bill was approved by the House of Deputies on March 25, 2014 and has been passed to the Senate for review.  If approved, the new law would grant more power to the Mexican Competition Commission, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition, set higher fines for violations of the Federal Economic Competition Law, which includes important changes to rules governing mergers and anti-competitive behavior, and limit the availability of legal defenses against the application of the law.

As of April 15, 2014, the bill has not been approved.  If the bill is approved and the Mexican Competition Commission determines that any of the services we provide at our airports are deemed essential, we could be required to implement significant changes to our business operations, which may have a significant impact on our results of operations. We cannot predict if the new bill will be approved or the terms in which it will be approved. We also cannot predict the impact it would have on our business.

Secondary Global Public Offering

On May 15, 2013, we filed a shelf registration statement on Form F-3 with the SEC, which permits us or the selling shareholder named therein, Aeroinvest, to offer, from time to time, up to 100,000,000 Series B shares, directly or in the form of ADSs.  On July 12, 2013, Aeroinvest sold 69,000,000 shares, representing approximately 17.25% of our total capital stock, in an underwritten global public offering at a price of Ps. 40.00 per Series B share and U.S.$24.76 per ADS.

Fiscal Deconsolidation by Empresas ICA

In July 2013, our controlling shareholder, Empresas ICA, conducted a public offering through Aeroinvest and sold 69 million of its Series B shares and decreased its holdings in the Company by approximately 17.25% on July 12, 2013.  Pursuant to Mexican tax law, such a transaction represented a reduction of its shareholding in the Company and, as a result, we are no longer consolidated for tax purposes by Empresas ICA.

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Hotel at Monterrey Airport

 

In July 2013, we, through our subsidiary OMA Logística, S.A. de C.V., signed an agreement with Grupo Hotelero Santa Fe, S. de R.L. de C.V., a Mexican hospitality investment and operating company, to develop and operate a 134-room hotel at the Monterrey airport under the Hilton Garden Inn brand through an investment of which OMA Logística, S.A. de C.V., holds 85% and Grupo Hotelero Santa Fe, S. de R.L. de C.V. holds 15%, to develop the project.  The Hilton Garden Inn at the Monterrey airport will include a restaurant and bar, business centers and a fitness center and will be easily accessible from Terminals A and B of the airport.  Construction of the hotel began in January 2014, and the hotel is expected to start operations during the firstsecond quarter of 2015.

 

Effects of Hurricane ManuelIndustrial Park at Monterrey Airport

 

In September 2013, Hurricane Manuel struckNovember 2012, we, through our subsidiary OMA Logística, S.A. de C.V., signed a strategic alliance agreement with VYNMSA, to build and operate an industrial park at the Pacific coastMonterrey airport through the company OMA VYNMSA Aero Industrial Park, S.A. de C.V. (in which OMA Logística, S.A. de C.V., has a 51% ownership interest and VYNMSA Desarrollo Inmobiliario, S.A. de C.V., has a 49% ownership interest).  As part of Mexico, affectingthis strategic alliance, 32.4 hectares (0.13 square miles)  within the AcapulcoMonterrey airport’s perimeter are being developed in phases for use as an industrial park.  The first phase of the industrial park included urbanization works and Zihuatanejo airports.  The Acapulco airport ceased operations for five days and implemented “air bridge” operations to evacuatethe construction of a total of 28,724 stranded passengers and did not collect fees from the airlines or passengers in connection with these operations.  The costs incurred by the Acapulco, Chihuahua and Zihuatanejo airports as a result of these storms did not have any material impact on our financial results.  At the Acapulco airport, we had Ps. 51,561 thousand in estimated damages.

Tax Reform Effects5,000-square-meter (53,820-square-foot) warehouse.

 

In October 2013, Mexico’s Congress approved a tax reform that, among other changes, includes the repeal99



Table of Business Flat Tax Law, the repeal of the Tax on Cash Deposits Law, a 16% value added tax rate, the imposition of a 10% withholding tax on dividends, a new Income Tax Law, and new statutory tax rates, all of which are effective from January 1, 2014.  The repeal of Business Flat Tax Law and new statutory tax rates resulted in the elimination of existing deferred Business Flat Tax liabilities of Ps. 337,317 thousandContents.

Line of Credit with UPS Capital Business Credit

On April 11, 2014 we withdrew U.S.$ 3.1 million from a line of credit for rescue and firefighting equipment.  The line of credit is with UPS Capital Business Credit (guaranteed by Export-Import Bank of the United States (“Ex-Im Bank”)) and is valid through July 25, 2019.  The line of credit is guaranteed by the Acapulco, Chihuahua, Culiacan, San Luis Potosí, Zacatecas and Monterrey airports as primary obligors, jointly and severally, with respect to the payment of the principal and interest.  The interest rate is LIBOR plus 265 basis points.

 

Operating Results

 

Certain U.S. dollar amounts have been translated from Mexican pesos for convenience purposes at an exchange rate of Ps. 13.065214.7348 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013.2014.

 

Passenger and Cargo Volumes

 

In 2013,2014, approximately 86.2%86.4% of the terminal passengers using our airports were domestic.  Domestic traffic increased by 6.4%10.8% and international traffic increased by 0.4%9.3% as compared to 2012.2013.  In addition, of the international passengers traveling through our airports, a majority has historically traveled on flights originating in or departing to the United States.  Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending.  For instance, in 2013, airlines began receiving new aircrafts, which increased flight capacities

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and, thereby, passenger traffic.  Additionally, in 2014, a new Mexican airline called TAR began operations in several of our airports, which increased passenger traffic volumes by 73,081 passengers.

Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control.

 

In 2011, 2012, 2013 and 2013,2014, our 13 airports handled approximately 88,599, 89,860, 85,532 and 85,53286,372 metric tons of cargo, respectively.  The decreaseincrease in air cargo transportation in 20132014 was due to an increase in ground cargo transportation.  Increases in our cargo volume are beneficial to us for purposes of the maximum-rate calculations, as cargo increases the number of our workload units.

 

The following table sets forth certain operating and financial data relating to our revenues and passenger and cargo volumevolumes for the periods indicated:

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

Domestic terminal passengers(1)

 

9,988.3

 

10,769.2

 

11,459.25

 

 

10,769.2

 

11,459.25

 

12,691.56

 

International terminal passengers(1)

 

1,784.3

 

1,825.1

 

1,833,22

 

 

1,825.1

 

1,833.22

 

2,003.37

 

Total terminal passengers(1)

 

11,772.6

 

12,594.4

 

13,292.47

 

 

12,594.4

 

13,292.47

 

14,694.94

 

Cargo units(1)

 

886.0

 

898.6

 

855.32

 

 

898.6

 

855.32

 

863.72

 

Total workload units(1)

 

12,658.6

 

13,493.0

 

14,147.79

 

 

13,493.0

 

14,147.79

 

15,558.66

 

Change in total terminal passengers(2)

 

1.6%

 

7.0%

 

5.5%

 

 

7.0%

 

5.5%

 

10.6%

 

Change in workload units(2)

 

1.3%

 

6.6%

 

4.9%

 

 

6.6%

 

4.9%

 

10.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical revenues(3)

 

1,870,177

 

2,130,662

 

2,268,869

 

 

2,130,662

 

2,268,869

 

2,532,666

 

Change in aeronautical revenues(2)

 

13.2%

 

13.9%

 

6.5%

 

 

13.9%

 

6.5%

 

11.6%

 

Aeronautical revenues per workload unit

 

147.7

 

157.9

 

160.4

 

 

157.9

 

160.4

 

162.8

 

Change in aeronautical revenues per workload unit(1)(2)

 

11.7%

 

6.9%

 

1.6%

 

 

6.9%

 

1.6%

 

1.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-aeronautical revenues(3)

 

588,671

 

688,957

 

796,501

 

 

688,957

 

796,501

 

889,694

 

Change in non-aeronautical revenues(2)

 

19.7%

 

17.0%

 

15.6%

 

 

17.0%

 

15.6%

 

11.7%

 

Non-aeronautical revenues per terminal passenger(4)

 

50.0

 

54.7

 

59.9

 

 

54.7

 

59.9

 

60.5

 

Change in non-aeronautical revenues per terminal passenger(2)

 

17.9%

 

9.4%

 

9.5%

 

 

9.4%

 

9.5%

 

1.00%

 

Non-aeronautical revenues per terminal passenger, excluding hotel services(4)(5)

 

37.9

 

42.1

 

46.6

 

 

42.1

 

46.6

 

47.2

 

Change in non-aeronautical revenues per terminal passenger, excluding hotel services(2)(5)

 

12.1%

 

11.0%

 

10.7%

 

 

11.0%

 

10.7%

 

1.28%

 

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(1)          In thousands.  One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo.  Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

 

(2)          In each case, as compared to previous period.

 

(3)          In thousands of pesos.

 

(4)          In pesos.

 

(5)          Figures presented for comparison purposes, as revenues from hotel services do not increase as a function of terminal passengers.

 

In 2013,2014, we served 13.314.7 million terminal passengers, of which 11.512.7 million were domestic and 1.82.0 million were international, and approximately 0.2 million were transit passengers. The increase in passengers in 2014 was principally due to an increase in the number of routes at several of our airports.

 

Classification of Revenues

 

We classify our revenues into three categories:  revenues from aeronautical services, revenues from non-aeronautical services and revenues from construction services.  Historically, a substantial majority of our total revenues have been derived from aeronautical services.  For example, in 2013,

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66.4%2014, 67.9% of our total revenues were derived from aeronautical services, and the remainder of our revenues was derived from non-aeronautical services and construction services.  Aeronautical services represented 74.0% of the sum of our aeronautical and non-aeronautical revenues.

 

Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, the leasing of space in our airports to airlines (other than first class/VIP lounges and other similar activities not directly related to essential airport operations) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).

 

Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally includes revenues earned from:  (i) commercial activities, such as car parking (which may be subject to certain municipal regulations, but not to our maximum rates), rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as advertising, retail operators, food and beverage providers, car rental companies, time-share sales and promotions service providers, duty-free operators and fees collected from other miscellaneous sources, such as financial services providers, telecommunications providers and other passenger services providers; (ii) diversification activities, which include revenues earned by the operation of the Terminal 2 NH Hotel of Mexico City International Airport, OMA Carga operations (air cargo logistics services) and real estate services; and (iii) complementary activities, which principally include our checked baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations, as well as fees for access to federal zones.

 

We recognize revenues from construction services derived from the improvements made to airports that are included in our master development programs.  We recognize revenues and costs for improvements to airport concessions that are included in the airport’s master development program.  Construction service revenues related to the airport concession are determined based on negotiations between us and the Ministry of Communication and Transportation (recognized according to the percentage-of-completion method), as we construct or improve the airports based on the master development programs.  The Ministry of Communication and Transportation grants us the right to obtain revenues from the airport services rendered.

 

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For a detailed description of the components of our aeronautical and non-aeronautical revenue categories, see “Item 4.  Information on the Company—Business Overview—Our Sources of Revenues.”

 

Fluctuations in the Peso

 

Between January 4, 2010, andFrom December 30, 2011,31, 2012 to December 31, 2013, the peso fluctuated betweendepreciated by approximately 1.1%, from Ps. 12.91 per U.S.$ 1.00 and Ps. 13.95 per U.S.$ 1.00, reaching Ps. 14.2512.96 per U.S.$ 1.00 on November 25, 2011.  From September 30, 2010, to MarchDecember 31, 2011, the peso appreciated by approximately 5.4%, from Ps. 12.60 per U.S.$ 1.00 to Ps. 11.92 per U.S.$ 1.00.  Between March 31, 2011, and September 30, 2011, the peso fluctuated between Ps. 11.92 and Ps. 13.77 per U.S.$ 1.00.  From September 30, 2011, to March 30, 2012, the peso depreciated by approximately 7.0% from Ps. 13.77 per U.S.$ 1.00 to Ps. 12.81 per U.S.$ 1.00.  Between March 30, 2012 and September 28, 2012, the peso fluctuated between Ps. 12.81 and Ps. 12.86 per U.S.$ 1.00.  From September 28, 2012, to March 29, 2013, the peso fluctuated between Ps. 12.86 per U.S.$ 1.00 and Ps. 12.32 per U.S.$ 1.00.  Between March 29, 2013 and September 30, 2013, the peso fluctuated between Ps. 12.32 and Ps. 13.16 per U.S.$ 1.00.  The peso subsequently began to appreciate, reaching Ps. 13.10 per U.S.$ 1.00 on December 31, 2013.  From December 31, 2013 to December 31, 2014, the peso depreciated by approximately 12.6%, from Ps. 13.10 per U.S.$ 1.00 on December 31, 2013, to Ps. 14.75 per U.S.$ 1.00 on December 31, 2014.  The peso continued to depreciate, reaching Ps. 15.32 per U.S.$ 1.00 on April 15, 2014.17, 2015.

 

A depreciation of the peso affects our business in the following ways:  (i) international passengers pay tariffs denominated in U.S. dollars, and these tariffs are generally collected in Mexican pesos 30 to 60 days

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following the date of each flight; thus any depreciation of the Mexican peso has a positive impact on our results from operations which are denominated in Mexican pesos and (ii) we have financial liabilities denominated in U.S. dollars; a depreciation in the Mexican peso results in higher debt balances when converted to Mexican pesos thus causing foreign exchange losses.  As of December 31, 2013,2014, international passenger charges amounted to Ps. 412,817455,244 thousand and as of December 31, 2013,2014, we had U.S.$ 16.319.2 million of liabilities denominated in U.S. dollars.

 

Aeronautical Revenues

 

The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit (a workload unit is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from aeronautical services.  See “Item 4.  Regulatory Framework—Revenue Regulation” for a description of our maximum rates and the rate setting procedures for future periods.  The maximum rates for our airports have been determined for each year through December 31, 2015.

 

The following table sets forth our revenues from aeronautical services for the periods indicated:

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Aeronautical revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic passenger charges

 

1,195,059

 

63.9%

 

1,355,923

 

63.6%

 

1,441,037

 

63.5%

 

 

1,355,923

 

63.6%

 

1,441,037

 

63.5%

 

1,613,023

 

63.7%

 

International passenger charges

 

321,690

 

17.2%

 

395,947

 

18.6%

 

412,817

 

18.2%

 

 

395,947

 

18.6%

 

412,817

 

18.2%

 

455,244

 

18.0%

 

Landing charges

 

101,330

 

5.4%

 

109,045

 

5.1%

 

116,082

 

5.1%

 

 

109,045

 

5.1%

 

116,082

 

5.1%

 

130,614

 

5.2%

 

Aircraft parking charges

 

80,671

 

4.3%

 

95,105

 

4.5%

 

97,997

 

4.3%

 

 

95,105

 

4.5%

 

97,997

 

4.3%

 

114,950

 

4.5%

 

Airport security charges

 

21,817

 

1.2%

 

24,795

 

1.1%

 

27,123

 

1.2%

 

 

24,795

 

1.1%

 

27,123

 

1.2%

 

30,430

 

1.2%

 

Passenger walkway charges

 

21,157

 

1.1%

 

24,378

 

1.2%

 

25,845

 

1.1%

 

 

24,378

 

1.2%

 

25,845

 

1.1%

 

29,202

 

1.2%

 

Other(1)

 

128,453

 

6.9%

 

125,470

 

5.9%

 

147,968

 

6.5%

 

 

125,470

 

5.9%

 

147,968

 

6.5%

 

159,203

 

6.2%

 

Total aeronautical revenues

 

1,870,177

 

100.0%

 

2,130,663

 

100.0%

 

2,268,869

 

100.0%

 

 

2,130,663

 

100.0%

 

2,268,869

 

100.0%

 

2,532,666

 

100.0%

 

 

(1)          Includes regulated access fees, leasing of space to airlines for their operations and leasing of space in the airside to cargo handling agents and shippers.

 

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services, other than complementary services and the leasing of space to

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airlines, every three months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenues per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year.  We currently set the specific price for these categories of aeronautical services after negotiating with our principal airline customers.  Historically, our specific prices have been structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect this to continue to be the case in future agreements with our principal airline customers.  In 2013,2014, passenger charges represented 81.7% of our aeronautical services revenues.  In 2013,2014, aeronautical services represented 66.4%67.9% of our total revenues and 74.0% of the sum of our aeronautical and non-aeronautical revenues.

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We seek to offer incentives, including significant discounts on charges for aeronautical services, to encourage carriers to establish new routes and take other measures expected to increase passenger traffic at our airports.  The Mexican Airport Law prevents discriminatory pricing, so incentives we offer must be available to any carrier meeting the conditions specified for those incentives.  In 2011, we offered incentives to Aeroméxico Connect and VivaAerobus to encourage them to establish new routes.  In 2012, 2013 and 2013,2014, we offered a general incentive scheme to all airlines that started new routes as well as airlines with increased passenger traffic as compared to 2011, 2012 and 2012, 2013,respectively.  The main objective is to promote passenger growth in all of our airports.  We may continue to offer further incentives in the future.

 

There can be no assurance that any suchSuch initiatives undertaken in the future willmay not be carried out, or willand may not increase our passenger traffic volume or our revenues.

 

In 2013,2014, our aeronautical revenues represented approximately 99.1%99.5% of the amount we were entitled to earn under the maximum rates applicable to all of our airports.  To the extent that we offer incentives to carriers to establish routes serving our airports in the future, or other changes to our sources of aeronautical revenues, this percentage could decrease.  There can be no assurance that we willWe may not be able to collect substantially all of the revenues we are entitled to earn from services subject to price regulation in the future.

 

Non-Aeronautical Revenues

 

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services.  The contribution to our total revenues from non-aeronautical services was 23.3%23.9% in 2013.2014.  Our non-aeronautical revenues per terminal passenger increased from Ps. 54.759.9 in 20122013 to Ps. 59.960.5 in 2013,2014, due primarily to an increase in and improvement of diversification and commercial activities in all of our airports, especially our revenues from baggage-screeningthe NH Terminal 2 Hotel, parking services, hotel services, OMA Carga operations and car rentalbaggage-screening services.  Our non-aeronautical revenues in 20132014 represented 26.0% of the sum of our aeronautical and non-aeronautical revenues, and our revenues from commercial activities per terminal passenger increased from Ps. 29.530.6 in 20122013 to Ps. 30.330.8 in 2013,2014, due primarily to an increase in and improvement of commercial activities in all of our airports, especially our revenues from car rentals, telecommunication services whereby telecommunication providers paid our airports for use of their space andparking, food and beverage operations.operations and local advertising.

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The following table sets forth our revenues from non-aeronautical activities for the periods indicated:

 

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Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Non-aeronautical revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Car parking charges

 

113,428

 

19.3%

 

124,300

 

18.0%

 

128,012

 

16.1%

 

 

124,300

 

18.0%

 

128,012

 

16.1%

 

146,167

 

16.4%

 

Advertising

 

75,403

 

12.8%

 

82,494

 

12.0%

 

80,185

 

10.1%

 

 

82,494

 

12.0%

 

80,185

 

10.1%

 

87,420

 

9.8%

 

Retail operations

 

40,101

 

6.8%

 

39,750

 

5.8%

 

44,444

 

5.6%

 

Retail operations(1)

 

51,162

 

7.4%

 

57,050

 

7.2%

 

63,017

 

7.1%

 

Food and beverage operations

 

35,843

 

6.1%

 

41,005

 

6.0%

 

46,472

 

5.8%

 

 

41,005

 

6.0%

 

46,472

 

5.8%

 

53,862

 

6.1%

 

Car rental operators

 

34,872

 

5.9%

 

37,355

 

5.4%

 

45,635

 

5.7%

 

 

37,355

 

5.4%

 

45,635

 

5.7%

 

48,821

 

5.5%

 

Time share developers

 

15,253

 

2.6%

 

15,590

 

2.3%

 

14,371

 

1.8%

 

 

15,590

 

2.3%

 

14,371

 

1.8%

 

14,626

 

1.6%

 

Duty-free operations

 

11,793

 

2.0%

 

11,412

 

1.7%

 

12,606

 

1.6%

 

Financial services

 

4,002

 

0.7%

 

4,493

 

0.7%

 

4,556

 

0.6%

 

 

4,493

 

0.7%

 

4,556

 

0.6%

 

4,740

 

0.5%

 

Communications and network

 

3,059

 

0.5%

 

6,680

 

1.0%

 

13,195

 

1.7%

 

 

6,680

 

1.0%

 

13,195

 

1.7%

 

13,337

 

1.5%

 

Services to passengers

 

2,990

 

0.5%

 

7,711

 

1.1%

 

12,896

 

1.6%

 

 

7,711

 

1.1%

 

12,896

 

1.6%

 

11,959

 

1.3%

 

VIP lounges

 

4,395

 

0.6%

 

5,038

 

0.6%

 

6,953

 

0.8%

 

Masterkey(2)

 

 

 

 

 

1,750

 

0.2%

 

Total commercial activities

 

336,744

 

57.2%

 

370,790

 

53.8%

 

402,372

 

50.5%

 

 

375,185

 

54.6%

 

407,410

 

51.2%

 

452,652

 

50.9%

 

Diversification activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel services

 

142,098

 

24.1%

 

158,477

 

23.0 %

 

176,510

 

22.2%

 

 

158,477

 

23.0%

 

176,510

 

22.2%

 

195,742

 

22.0%

 

OMA Carga operations

 

25,364

 

4.4%

 

31,184

 

4.5%

 

42,894

 

5.4%

 

 

31,184

 

4.5%

 

42,894

 

5.4%

 

47,309

 

5.3%

 

Real estate services

 

638

 

0.1%

 

3,159

 

0.5%

 

8,554

 

1.1%

 

 

3,159

 

0.5%

 

8,554

 

1.1%

 

8,155

 

0.9%

 

Total diversification activities

 

168,100

 

28.6%

 

192,820

 

28.0%

 

227,958

 

28.6%

 

 

192,820

 

28.0%

 

227,958

 

28.6%

 

251,206

 

28.2%

 

Complementary Activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Leasing of space(1)

 

51,249

 

8.7%

 

58,692

 

8.5%

 

61,104

 

7.7%

 

Complementary service suppliers

 

6,576

 

1.1%

 

7,896

 

1.1%

 

7,237

 

0.9%

 

Leasing of space(3)

 

54,297

 

7.8%

 

57,147

 

7.2%

 

60,692

 

6.8%

 

Access rights for complementary service providers

 

7,896

 

1.1%

 

7,237

 

0.9%

 

8,729

 

1.0%

 

Baggage-screening services

 

0

 

N/A

 

25,820

 

3.7%

 

64,375

 

8.1%

 

 

25,820

 

3.7%

 

64,375

 

8.1%

 

79,090

 

8.9%

 

Total of complementary activities

 

57,825

 

9.8%

 

92,408

 

13.4%

 

132,716

 

16.7%

 

Recovery of costs from leasing clients(2)

 

26,002

 

4.4%

 

32,939

 

4.8%

 

33,455

 

4.2%

 

Total complementary activities

 

88,013

 

12.6%

 

128,759

 

16.2%

 

148,511

 

16.7%

 

Recovery of costs from leasing clients(4)

 

32,939

 

4.8%

 

32,374

 

4.0%

 

37,325

 

4.2%

 

Total revenues from non-aeronautical services

 

588,671

 

100.0%

 

688,957

 

100.0%

 

796,501

 

100.0%

 

 

688,957

 

100.0%

 

796,501

 

100.0%

 

889,694

 

100.0%

 

 

(1)Includes revenues from duty-free operations.

(2)Masterkey is a loyalty program for passengers in OMA’s airports, which provides discounts and exclusive services for an annual membership fee.

(3)          Includes the leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).

 

(2)(4)          Recovery of costs consists of utility and maintenance charges that are transferred to airlines and other tenants in our airports.

 

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The majority of our non-aeronautical revenues are derived from commercial activities, which represented 50.5%50.9% of our non-aeronautical revenues in 2013.2014.  Commercial activities include car parking charges (which may be subject to government regulation, but not to our maximum rates), rental and royalty payments from third parties operating retail stores and providing commercial services at our airports, such as advertising, food and beverage providers, car rentals, time-share sales and promotions services, duty-free stores and fees collected from other miscellaneous sources, such as telecommunications providers, financial services providers and other passenger services providers.

 

On an individual basis, our most important source of non-aeronautical revenues is hotel services provided by Terminal 2 NH Hotel of Mexico City International Airport, which represented 22.2%22.0% of our

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non-aeronautical revenues in 20132014 and is part of our diversification activities.  Other than hotel services, diversification activities include OMA Carga operations (air cargo logistics services) and real estate services.

 

Complementary activities represented 16.7% of our non-aeronautical revenues in 2013.2014.  These activities principally include baggage-screening services, the leasing of space to airlines and complementary service providers for first class/VIP lounges and other activities not directly related to essential airport operations; as well as fees for access to federal zones.

 

Operating Costs

 

Our operating costs have been, and we believe that they will continue to be, funded entirely from our results of operations.  The following table sets forth our operating costs and certain other related information for the periods indicated:

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

Amount

 

Amount

 

% Change

 

Amount

 

% Change

 

 

Amount

 

Amount

 

% Change

 

Amount

 

% Change

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Operating Costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employee costs

 

149,899

 

157,619

 

5.2%

 

168,549

 

6.9%

 

 

157,619

 

168,549

 

6.9%

 

174,509

 

3.5%

 

Maintenance

 

72,325

 

91,817

 

27.0%

 

136,400

 

48.6%

 

 

91,817

 

136,400

 

48.6%

 

135,957

 

(0.3%)

 

Safety, security and insurance

 

100,594

 

133,580

 

32.8%

 

139,034

 

4.1%

 

 

133,580

 

139,034

 

4.1%

 

142,013

 

2.1%

 

Utilities (electricity, cleaning and water)

 

133,272

 

143,306

 

7.5%

 

139,316

 

(2.8%)

 

 

143,306

 

139,316

 

(2.8%)

 

142,066

 

2.0%

 

Real estate leases

 

25,629

 

26,377

 

2.9%

 

31,755

 

20.4%

 

 

26,377

 

31,755

 

20.4%

 

35,294

 

11.1%

 

Allowance for doubtful accounts

 

10,905

 

(6,689)

 

(161.3%)

 

(3,727)

 

(44.3%)

 

 

(6,689)

 

(3,727)

 

(44.3%)

 

1,296

 

(134.8%)

 

Hotel service costs

 

23,656

 

28,220

 

19.3%

 

25,658

 

(9.1%)

 

 

28,220

 

25,658

 

(9.1%)

 

34,091

 

32.9%

 

Statutory employee profit sharing

 

1,299

 

2,790

 

114.8%

 

1,424

 

(49.0%)

 

 

2,790

 

1,424

 

(49.0%)

 

1,226

 

(13.9%)

 

Other

 

86,321

 

79,197

 

(8.3%)

 

86,920

 

9.8%

 

 

79,197

 

86,920

 

9.8%

 

106,494

 

22.5%

 

Total cost of services

 

603,900

 

656,217

 

8.7%

 

725,329

 

10.5%

 

 

656,217

 

725,329

 

10.5%

 

772,946

 

6.6%

 

Maintenance provision

 

165,683

 

164,208

 

(0.9%)

 

263,167

 

60.3%

 

Major maintenance provision

 

164,208

 

263,167

 

60.3%

 

179,932

 

(31.6%)

 

Construction costs

 

330,863

 

321,718

 

(2.8%)

 

352,688

 

9.6%

 

 

321,718

 

352,688

 

9.6%

 

307,327

 

(12.9%)

 

Administrative expenses

 

434,531

 

457,749

 

5.3%

 

501,233

 

9.5%

 

 

457,749

 

501,233

 

9.5%

 

536,034

 

6.9%

 

Concession taxes

 

115,979

 

137,028

 

18.1%

 

148,159

 

8.1%

 

 

137,028

 

148,159

 

8.1%

 

171,670

 

15.9%

 

Technical assistance fees

 

55,150

 

67,365

 

22.1%

 

66,643

 

(1.1%)

 

 

67,365

 

66,643

 

(1.1%)

 

82,461

 

23.7%

 

Depreciation and amortization(1)

 

165,088

 

186,803

 

13.2%

 

201,226

 

7.7%

 

 

186,803

 

201,226

 

7.7%

 

223,982

 

11.3%

 

Other expenses (income), net

 

(751)

 

(9,924)

 

(1,221.4%)

 

(49,782)

 

401.6%

 

Other income, net

 

(9,924)

 

(49,782)

 

401.6%

 

(13,654)

 

(72.6%)

 

Total operating costs

 

1,870,443

 

1,981,164

 

5.9%

 

2,208,663

 

11.5%

 

 

1,981,164

 

2,208,663

 

11.5%

 

2,260,698

 

2.4%

 

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(1)          Depreciation reflects depreciation of fixed assets, and amortization reflects amortization of our concessions and rights to use airport facilities.

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Cost of Services

 

Our cost of services consists primarily of employee, maintenance, safety, security and insurance costs, utilities (a portion of which we recover from our tenants) and other miscellaneous expenses.  Our cost of services increased from Ps. 656,217 thousand in 2012 to Ps. 725,329 thousand in 2013.2013 to Ps. 772,946 thousand in 2014.  This increase was principally due to maintenanceother costs, which increased from Ps. 91,81786,920 thousand in 20122013 to Ps. 136,400106,494 thousand in 20132014 as a result of the cost of maintaining our baggage-screening equipment, and employee costs, which increased from Ps. 157,619 thousand in 2012 to Ps. 168,549 thousand in 2013 due to an increase in maintenance cost under the number of employees, the provision of variable employee compensation and inflation adjustments.master development program.

 

Construction Costs

 

We invest in additions and upgrades to our concession assets in accordance with our master development programs.  As our construction costs are equal to our revenues from construction services, they do not have a cash impact on our results of operations.

 

Administrative Expenses

 

Our administrative expenses consist primarily of personnel expenses, fees and expenses paid to consultants and other providers of professional services and other administrative overhead expenses.

 

Solidarity Fees

 

We and our subsidiaries have entered into inter-company agreements under which we provide services and make payments among us and our subsidiaries.  The payments under these agreements affect the revenues, operating costs and income at our individual subsidiaries but not our consolidated results.  Under the intercompany agreements, our parent company Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., or GACN, and our administrative services subsidiaries provide certain services and guarantees to our airport operating subsidiaries (which may include payments to certain of our airport operating subsidiaries), in exchange for which our airport operating subsidiaries make payments to GACN and the service subsidiaries.  Each of our airports has entered into a “Solidarity Agreement” with our parent company, pursuant to which each of our airport operating subsidiaries pays a solidarity fee to GACN in exchange for which GACN guarantees the ongoing viability of that subsidiary’s concession, including, in the case of certain subsidiaries, by making payments to those subsidiaries to ensure that they have the resources to comply with their master development programs and other regulatory obligations.  As described under “Item 4.  Information on the Company—Regulatory Framework—General Obligations of Concession Holders,” in the event of a breach of one concession, the Ministry of Communications and Transportation is entitled to revoke all of the concessions held by our airport operating subsidiaries.  Therefore, our airport operating subsidiaries that generate higher revenues pay higher solidarity fees to our parent company to ensure the continued viability of the concessions held by our airport operating subsidiaries that generate lower revenues.  Amounts paid pursuant to the Solidarity Agreements are determined in accordance with Mexican transfer pricing regulations established under the Mexican Income Tax Law and are in line with a transfer pricing study that we commission annually from an independent third party.  The intercompany agreements also include agreements to provide other routine services, including negotiating regulated tariffs and interfacing with regulators, leasing of commercial real

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estate, trademark license royalties, marketing services and employee costs.  The costs of these services and guarantees, including the solidarity fees, are actual costs that are charged to individual airports.

 

Technical Assistance Fee and Concession Tax

 

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers technical assistance and technological and industry knowledge and experience to us in

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exchange for a fee.  The technical assistance fee for each of 2001 and 2002 was fixed at U.S.$ 5.0 million (adjusted annually for U.S. inflation).  For the remainder of the contract term, the fee is equal to the greater of U.S.$ 3.0 million adjusted annually for inflation (measured by the U.S. consumer price index) or 5% of our annual consolidated operating income (calculated prior to deducting the technical assistance fee, taxes and depreciation and amortization).

 

Beginning November 1, 1998, we became subject to Article 232-A of the Mexican Federal Duties Law, which requires that the holders of concessions pay a tax for the use of state-owned assets.  This tax is currently equal to 5% of the gross annual revenues of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession.  The concession tax may be revised at any time by the Mexican government, and there can be no assurance that this tax will notmay increase in the future.  If the Mexican government increases the concession tax, we are entitled to request an increase in its maximum rates from the Ministry of Communications and Transportation; however, there can be no assurance that the Ministry of Communications and Transportation wouldmay not honor any such request.requests in the future.

 

Depreciation and Amortization

 

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 13 concessions.  In 2013,2014, our depreciation and amortization expenses increased by 7.7%11.3%, as compared to 2012,2013, as a result of an increase in investment improvements to concession assets during 2013.2014.

 

The value of our concessions was determined in June 2000, when SETA won the bid to acquire Series BB shares currently representing 14.7% of our capital stock, based on the value assigned by the independent company INGENIAL.  In addition, we depreciate the value of certain fixed assets that we acquire or build at our airports pursuant to the investment requirements under our master development programs.

 

Capital Expenditures

 

In 2013,2014, capital expenditures were Ps. 444,471436,432 thousand.  We funded our capital expenditures through cash flows from operations and debt, and we believe that we will continue to do so in the future.  See “Item 5.  Operating and Financial Review and Prospects—Liquidity and Capital Resources.”

 

Employee Statutory Profit Sharing

 

We are subject to the mandatory employee statutory profit sharing regime (participación de los trabajadores en las utilidades de las empresas, or “PTU”) established by the Mexican Federal Labor Law.  Under this regime, 10% of a company’s unconsolidated annual profits, as calculated for tax purposes, must be distributed among employees other than the chief executive officer.

 

Taxation

 

In October 2013, the Mexican government enacted tax reforms, which include several significant changes to income tax laws, discussed in further detail below, entering into effect on January 1, 2014. The effects of the changes in tax law on deferred tax assets and liabilities are recognized as earnings in 2013.

 

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Prior to these tax reforms, Mexican companies were subject to a dual tax system comprised of the Corporate Income Tax and the Business Flat Tax and recognized the financial statement effects of one or both of those taxes.  As a result of the repeal of the Business Flat Tax, all existing deferred Business Flat Tax was eliminated and deferred income taxes are recognized solely on a Corporate Income Tax basis going forward.

 

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The Corporate Income Tax rate in 2013 and 2012 was 30%.  In connection with the tax reforms, scheduled decreases in the Corporate Income Tax rate, which would have reduced the rate to 29% in 2014 and 28% in 2015 and thereafter, were canceled.2013 was 30.0%.

 

A withholding tax at a rate of 10% on the gross amount of dividends distributed to non-Mexican holders with respect to our Series B shares and our ADSs was enacted as part of the recent tax reforms.  For a further discussion of the withholding tax, see “Item 10.  Additional Information—Taxation—Taxation of Dividends.”

 

The main impact of these tax reforms was the elimination of a deferred Business Flat Tax liability and a new statutory tax rate that was previously recognized and the recognition of a deferred tax asset based only on Corporate Income Tax at a number of our airports, representing Ps. 337,31766,623 thousand for the year ended December 31, 2013.2014.  As a result, in 2013,2014, we had a negativean effective tax rate of 12.6%18.5%.

 

Effects of Devaluation and Inflation

 

The following table sets forth, for the periods indicated:  the percentage that the Mexican peso devalued or appreciated against the U.S. dollar, the Mexican inflation rate, the U.S. inflation rate and the percentage that Mexican GDP changed as compared to the previous period:

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2012

 

2013

 

 

2013

 

2014

 

(Appreciation) depreciation of the Mexican peso as computed to the U.S. dollar(1)

 

(7.1%)

 

1.1%

 

Depreciation of the Mexican peso as computed to the U.S. dollar(1)

 

1.1%

 

12.6%

 

Mexican inflation rate(2)

 

3.6%

 

4.0%

 

 

4.0%

 

4.1%

 

U.S. inflation rate(3)

 

1.7%

 

1.5%

 

 

1.5%

 

0.8%

 

Increase in Mexican GDP(4)

 

3.9%

 

1.1%

 

 

1.1%

 

2.6%

 

 

(1)          Based on changes in the noon buying rate for Mexican pesos, as published by the U.S. Federal Reserve at the end of each period, which were as follows:  Ps. 13.95 per U.S.$ 1.00 as of December 30, 2011,  Ps. 12.96 per U.S.$ 1.00 as of December 31, 2012, and Ps. 13.10 per U.S.$ 1.00 as of December 31, 2013.2013 and Ps. 14.75 per U.S.$ 1.00 as of December 31, 2014.

 

(2)          Based on changes in the Mexican Consumer Price Index from the previous period, as reported by the Mexican Central Bank.  The year-end Mexican Consumer Price Index was 107.246 in 2012 and 111.508 in 2013.2013 and 116.059 in 2014.

 

(3)          Based on changes in the Consumer Price Index for all urban consumers before seasonal adjustment, as reported by the U.S. Department of Labor, Bureau of Labor Statistics.

 

(4)          In real terms, as reported by the Mexican Central Bank.

 

Due to the relatively low rate of inflation in Mexico in recent years, inflation did not have a material impact on our revenues or results of operations during 20122013 and 2013.2014.  However, the general condition of the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, the following:

 

Depreciation and amortization expense.  IFRS requires us to revalue our non-monetary assets to give effect to inflation when it approaches or exceeds 100%, in addition to other qualitative factors.

Passenger charges.  Passenger charges for international passengers are currently denominated in U.S. dollars (although invoiced and paid in Mexican pesos), while passenger charges for domestic passengers are denominated in pesos.

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Exchange gains and losses.  Our consolidated statement of comprehensive income reflects gains and losses from foreign exchange transactions and could be impacted by exchange rates (to the extent of our foreign currency transactions).

 

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Maximum rates in pesosOur passenger charges for international passengers are denominated in U.S. dollars, but are invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight.

Cash flows.  Our cash flows are affected by changes in exchange rates as a result of holding monetary assets and liabilities in foreign currencies.

 

Operating Results by Segment

 

The following table sets forth our results of operations for the periods indicated for each of our airports and our hotel.

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Metropolitan Destination

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

843,773

 

989,976

 

1,046,621

 

 

989,976

 

1,046,621

 

1,167,807

 

Non-aeronautical services

 

250,719

 

292,169

 

320,774

 

 

292,169

 

320,774

 

360,228

 

Construction services

 

184,574

 

72,331

 

74,722

 

 

72,331

 

74,722

 

36,618

 

Total revenues

 

1,279,066

 

1,354,476

 

1,442,117

 

 

1,354,476

 

1,442,117

 

1,564,653

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

212,517

 

230,395

 

245,215

 

 

230,395

 

245,215

 

267,939

 

Major maintenance provision

 

29,365

 

55,770

 

56,249

 

 

55,770

 

56,249

 

24,330

 

Construction costs

 

184,574

 

72,331

 

74,722

 

 

72,331

 

74,722

 

36,618

 

Depreciation and amortization

 

58,109

 

65,864

 

71,513

 

 

65,864

 

71,513

 

75,036

 

Solidarity fee

 

685,568

 

723,974

 

771,663

 

 

723,974

 

771,663

 

890,327

 

Total operating costs

 

1,170,133

 

1,148,334

 

1,219,363

 

 

1,148,334

 

1,219,363

 

1,294,250

 

Income from operations

 

108,933

 

206,142

 

222,754

 

 

206,142

 

222,754

 

270,403

 

Operating margin(1)

 

8.5%

 

15.2%

 

15.4%

 

 

15.2%

 

15.4%

 

17.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tourist Destinations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

103,695

 

99,498

 

108,420

 

 

99,498

 

108,420

 

117,573

 

Non-aeronautical services

 

21,986

 

18,725

 

20,266

 

 

18,725

 

20,266

 

22,779

 

Construction services

 

4,853

 

19,665

 

43,861

 

 

19,665

 

43,861

 

48,313

 

Total revenues

 

130,534

 

137,888

 

172,547

 

 

137,888

 

172,547

 

188,665

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

46,893

 

50,720

 

42,776

 

 

50,720

 

42,776

 

35,005

 

Major maintenance provision

 

26,307

 

10,288

 

17,499

 

 

10,288

 

17,499

 

3,477

 

Construction costs

 

4,853

 

19,665

 

43,861

 

 

19,665

 

43,861

 

48,313

 

Depreciation and amortization

 

12,453

 

13,909

 

14,845

 

 

13,909

 

14,845

 

16,601

 

Solidarity fee

 

40,817

 

22,996

 

24,688

 

 

22,996

 

24,688

 

40,017

 

Total operating costs

 

131,323

 

117,578

 

143,669

 

 

117,578

 

143,669

 

143,413

 

Income from operations

 

(789)

 

20,310

 

28,878

 

 

20,310

 

28,878

 

45,252

 

Operating margin(1)

 

(0.6%)

 

14.7%

 

16.7%

 

 

14.7%

 

16.7%

 

24.0%

 

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For the Year Ended December 31,

 

 

 

2012

 

2013

 

2014

 

 

 

(in thousands of pesos, except percentages)

 

Mazatlán:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

122,061

 

136,063

 

148,781

 

Non-aeronautical services

 

34,900

 

34,719

 

37,002

 

Construction services

 

11,940

 

14,173

 

66,475

 

Total revenues

 

168,901

 

184,955

 

252,258

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

36,219

 

39,990

 

44,444

 

Major maintenance provision

 

6,583

 

22,044

 

25,573

 

Construction costs

 

11,940

 

14,173

 

66,475

 

Depreciation and amortization

 

10,903

 

11,258

 

11,794

 

Solidarity fee

 

78,126

 

68,905

 

67,493

 

Total operating costs

 

143,771

 

156,370

 

215,779

 

Income from operations

 

25,130

 

28,585

 

36,479

 

Operating margin(1) 

 

14.9%

 

15.5%

 

14.5%

 

 

 

 

 

 

 

 

 

Zihuatanejo:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

89,602

 

91,203

 

102,780

 

Non-aeronautical services

 

17,401

 

17,843

 

19,990

 

Construction services

 

15,708

 

24,348

 

14,504

 

Total revenues

 

122,711

 

133,394

 

137,274

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

32,660

 

28,684

 

40,510

 

Major maintenance provision

 

6,360

 

10,017

 

12,059

 

Construction costs

 

15,708

 

24,348

 

14,504

 

Depreciation and amortization

 

11,909

 

13,346

 

13,738

 

Solidarity fee

 

39,920

 

33,377

 

31,810

 

Total operating costs

 

106,557

 

109,772

 

112,621

 

Income from operations

 

16,154

 

23,622

 

24,653

 

Operating margin(1) 

 

13.2%

 

17.7%

 

18.0%

 

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For the Year Ended December 31,

 

 

 

2012

 

2013

 

2014

 

 

 

(in thousands of pesos, except percentages)

 

Regional Destinations

 

 

 

 

 

 

 

Chihuahua:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

139,127

 

148,028

 

162,469

 

Non-aeronautical services

 

27,259

 

30,461

 

34,792

 

Construction services

 

26,654

 

9,127

 

15,719

 

Total revenues

 

193,040

 

187,616

 

212,980

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

33,260

 

41,320

 

52,976

 

Major maintenance provision

 

14,423

 

11,419

 

12,578

 

Construction costs

 

26,654

 

9,127

 

15,719

 

Depreciation and amortization

 

9,183

 

10,190

 

11,599

 

Solidarity fee

 

83,093

 

87,043

 

81,626

 

Total operating costs

 

166,613

 

159,099

 

174,498

 

Income from operations

 

26,427

 

28,517

 

38,482

 

Operating margin(1) 

 

13.7%

 

15.2%

 

18.1%

 

 

 

 

 

 

 

 

 

Culiacán:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

194,285

 

211,588

 

223,423

 

Non-aeronautical services

 

26,605

 

32,504

 

35,022

 

Construction services

 

66,093

 

18,294

 

34,097

 

Total revenues

 

286,983

 

262,386

 

292,542

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

41,589

 

48,850

 

53,029

 

Major maintenance provision

 

7,561

 

31,523

 

10,217

 

Construction costs

 

66,093

 

18,294

 

34,097

 

Depreciation and amortization

 

10,608

 

12,600

 

14,148

 

Solidarity fee

 

125,593

 

111,327

 

130,560

 

Total operating costs

 

251,444

 

222,594

 

242,051

 

Income from operations

 

35,539

 

39,792

 

50,491

 

Operating margin(1) 

 

12.4%

 

15.2%

 

17.3%

 

 

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Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Mazatlán:

 

 

 

 

 

 

 

Durango:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

122,733

 

122,061

 

136,063

 

 

45,051

 

44,341

 

48,937

 

Non-aeronautical services

 

36,440

 

34,900

 

34,719

 

 

6,723

 

7,144

 

7,784

 

Construction services

 

12,002

 

11,940

 

14,173

 

 

1,015

 

23,149

 

13,598

 

Total revenues

 

171,175

 

168,901

 

184,955

 

 

52,789

 

74,634

 

70,319

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

34,345

 

36,219

 

39,990

 

 

16,392

 

18,530

 

19,774

 

Major maintenance provision

 

20,224

 

6,583

 

22,044

 

 

7,152

 

7,383

 

9,805

 

Construction costs

 

12,002

 

11,940

 

14,173

 

 

1,015

 

23,149

 

13,598

 

Depreciation and amortization

 

9,450

 

10,903

 

11,258

 

 

3,966

 

4,092

 

5,981

 

Solidarity fee

 

88,545

 

78,126

 

68,905

 

 

15,783

 

13,710

 

10,033

 

Total operating costs

 

164,566

 

143,771

 

156,370

 

 

44,308

 

66,864

 

59,191

 

Income from operations

 

6,609

 

25,130

 

28,585

 

 

8,481

 

7,770

 

11,128

 

Operating margin(1)

 

3.9%

 

14.9%

 

15.5%

 

 

16.1%

 

10.4%

 

15.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zihuatanejo:

 

 

 

 

 

 

 

San Luis Potosí:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

77,611

 

89,602

 

91,203

 

 

63,281

 

65,573

 

84,498

 

Non-aeronautical services

 

17,537

 

17,401

 

17,843

 

 

13,836

 

14,541

 

17,508

 

Construction services

 

75,096

 

15,708

 

24,348

 

 

9,355

 

73,874

 

14,772

 

Total revenues

 

170,244

 

122,711

 

133,394

 

 

86,472

 

153,988

 

116,778

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

27,636

 

32,660

 

28,684

 

 

16,427

 

19,713

 

20,871

 

Major maintenance provision

 

(9,270)

 

6,360

 

10,017

 

 

7,419

 

35,637

 

6,487

 

Construction costs

 

75,096

 

15,708

 

24,348

 

 

9,355

 

73,874

 

14,772

 

Depreciation and amortization

 

9,265

 

11,909

 

13,346

 

 

3,208

 

3,698

 

5,680

 

Solidarity fee

 

41,378

 

39,920

 

33,377

 

 

37,616

 

8,232

 

48,956

 

Total operating costs

 

144,105

 

106,557

 

109,772

 

 

74,025

 

141,154

 

96,766

 

Income from operations

 

26,139

 

16,154

 

23,622

 

 

12,447

 

12,834

 

20,012

 

Operating margin(1)

 

15.4%

 

13.2%

 

17.7%

 

 

14.4%

 

8.3%

 

17.1%

 

 

112



Table of Contents

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Regional Destinations

 

 

 

 

 

 

 

Chihuahua:

 

 

 

 

 

 

 

Tampico:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

122,508

 

139,127

 

148,028

 

 

105,275

 

108,330

 

124,312

 

Non-aeronautical services

 

24,910

 

27,259

 

30,461

 

 

14,938

 

15,504

 

18,183

 

Construction services

 

19,101

 

26,654

 

9,127

 

 

8,028

 

6,116

 

12,981

 

Total revenues

 

166,519

 

193,040

 

187,616

 

 

128,241

 

129,950

 

155,476

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

28,517

 

33,260

 

41,320

 

 

27,217

 

28,505

 

30,340

 

Major maintenance provision

 

14,889

 

14,423

 

11,419

 

 

9,914

 

19,496

 

14,364

 

Construction costs

 

19,101

 

26,654

 

9,127

 

 

8,028

 

6,116

 

12,981

 

Depreciation and amortization

 

7,640

 

9,183

 

10,190

 

 

5,172

 

5,518

 

7,356

 

Solidarity fee

 

87,928

 

83,093

 

87,043

 

 

58,842

 

48,419

 

62,312

 

Total operating costs

 

158,075

 

166,613

 

159,099

 

 

109,173

 

108,054

 

127,353

 

Income from operations

 

8,444

 

26,427

 

28,517

 

 

19,068

 

21,896

 

28,123

 

Operating margin(1)

 

5.1%

 

13.7%

 

15.2%

 

 

14.9%

 

16.8%

 

18.1%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Culiacán:

 

 

 

 

 

 

 

Torreón:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

168,427

 

194,285

 

211,588

 

 

77,305

 

87,321

 

98,985

 

Non-aeronautical services

 

23,614

 

26,605

 

32,504

 

 

13,259

 

14,114

 

15,671

 

Construction services

 

12,156

 

66,093

 

18,294

 

 

10,231

 

11,887

 

12,444

 

Total revenues

 

204,197

 

286,983

 

262,386

 

 

100,795

 

113,322

 

127,100

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

35,139

 

41,589

 

48,850

 

 

23,411

 

27,644

 

29,603

 

Major maintenance provision

 

44,969

 

7,561

 

31,523

 

 

13,919

 

17,060

 

14,961

 

Construction costs

 

12,156

 

66,093

 

18,294

 

 

10,231

 

11,887

 

12,444

 

Depreciation and amortization

 

9,319

 

10,608

 

12,600

 

 

6,933

 

7,267

 

9,437

 

Solidarity fee

 

110,822

 

125,593

 

111,327

 

 

31,018

 

36,839

 

38,655

 

Total operating costs

 

212,405

 

251,444

 

222,594

 

 

85,512

 

100,698

 

105,100

 

Income from operations

 

(8,208)

 

35,539

 

39,792

 

 

15,283

 

12,624

 

22,000

 

Operating margin(1)

 

(4.0%)

 

12.4%

 

15.2%

 

 

15.2%

 

11.1%

 

17.3%

 

 

113



Table of Contents

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Durango:

 

 

 

 

 

 

 

Zacatecas:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

38,390

 

45,051

 

44,341

 

 

51,177

 

51,282

 

56,872

 

Non-aeronautical services

 

6,046

 

6,723

 

7,144

 

 

6,713

 

7,139

 

7,535

 

Construction services

 

1,723

 

1,015

 

23,149

 

 

21,343

 

26,264

 

14,036

 

Total revenues

 

46,159

 

52,789

 

74,634

 

 

79,233

 

84,685

 

78,443

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

15,246

 

16,392

 

18,530

 

 

17,576

 

18,296

 

19,910

 

Major maintenance provision

 

11,353

 

7,152

 

7,383

 

 

5,929

 

7,099

 

15,631

 

Construction costs

 

1,723

 

1,015

 

23,149

 

 

21,343

 

26,264

 

14,036

 

Depreciation and amortization

 

3,306

 

3,966

 

4,092

 

 

4,467

 

5,146

 

6,247

 

Solidarity fee

 

15,749

 

15,783

 

13,710

 

 

20,409

 

17,990

 

9,768

 

Total operating costs

 

47,377

 

44,308

 

66,864

 

 

69,724

 

74,795

 

65,592

 

Income from operations

 

(1,218)

 

8,481

 

7,770

 

 

9,509

 

9,890

 

12,851

 

Operating margin(1)

 

(2.6%)

 

16.1%

 

10.4%

 

 

12.0%

 

11.7%

 

16.4%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

San Luis Potosí:

 

 

 

 

 

 

 

Border Destinations

 

 

 

 

 

 

 

Ciudad Juárez:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

51,845

 

63,281

 

65,573

 

 

110,444

 

112,707

 

124,252

 

Non-aeronautical services

 

12,018

 

13,836

 

14,541

 

 

20,563

 

22,460

 

24,784

 

Construction services

 

1,179

 

9,355

 

73,874

 

 

27,785

 

9,078

 

13,782

 

Total revenues

 

65,042

 

86,472

 

153,988

 

 

158,792

 

144,245

 

162,818

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

17,716

 

16,427

 

19,713

 

 

35,039

 

35,965

 

37,434

 

Major maintenance provision

 

24,256

 

7,419

 

35,637

 

 

12,701

 

17,275

 

13,313

 

Construction costs

 

1,179

 

9,355

 

73,874

 

 

27,785

 

9,078

 

13,782

 

Depreciation and amortization

 

2,818

 

3,208

 

3,698

 

 

8,222

 

8,212

 

9,294

 

Solidarity fee

 

21,446

 

37,616

 

8,232

 

 

54,289

 

50,964

 

59,549

 

Total operating costs

 

67,415

 

74,025

 

141,154

 

 

138,036

 

121,494

 

133,372

 

Income from operations

 

(2,373)

 

12,447

 

12,834

 

 

20,756

 

22,751

 

29,446

 

Operating margin(1)

 

(3.6%)

 

14.4%

 

8.3%

 

 

13.1%

 

15.8%

 

18.1%

 

 

114



Table of Contents

 

 

 

Year Ended December 31,

 

 

 

2011

 

2012

 

2013

 

 

 

(in thousands of pesos, except percentages)

 

Tampico:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

92,958

 

105,275

 

108,330

 

Non-aeronautical services

 

12,587

 

14,938

 

15,504

 

Construction services

 

5,510

 

8,028

 

6,116

 

Total revenues

 

111,055

 

128,241

 

129,950

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

23,592

 

27,217

 

28,505

 

Major maintenance provision

 

25,829

 

9,914

 

19,496

 

Construction costs

 

5,510

 

8,028

 

6,116

 

Depreciation and amortization

 

4,373

 

5,172

 

5,518

 

Solidarity fee

 

51,964

 

58,842

 

48,419

 

Total operating costs

 

111,268

 

109,173

 

108,054

 

Income from operations

 

(213)

 

19,068

 

21,896

 

Operating margin(1) 

 

(0.2%)

 

14.9%

 

16.8%

 

 

 

 

 

 

 

 

 

Torreón:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

65,984

 

77,305

 

87,321

 

Non-aeronautical services

 

11,471

 

13,259

 

14,114

 

Construction services

 

 

10,231

 

11,887

 

Total revenues

 

77,455

 

100,795

 

113,322

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

22,107

 

23,411

 

27,644

 

Major maintenance provision

 

(18,536)

 

13,919

 

17,060

 

Construction costs

 

 

10,231

 

11,887

 

Depreciation and amortization

 

6,251

 

6,933

 

7,267

 

Solidarity fee

 

33,858

 

31,018

 

36,839

 

Total operating costs

 

43,680

 

85,512

 

100,698

 

Income from operations

 

33,775

 

15,283

 

12,624

 

Operating margin(1) 

 

43.6%

 

15.2%

 

11.1%

 

115



Table of Contents

 

 

Year Ended December 31,

 

 

 

2011

 

2012

 

2013

 

 

 

(in thousands of pesos, except percentages)

 

Zacatecas:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

44,698

 

51,177

 

51,282

 

Non-aeronautical services

 

6,528

 

6,713

 

7,139

 

Construction services

 

2,324

 

21,343

 

26,264

 

Total revenues

 

53,550

 

79,233

 

84,685

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

15,645

 

17,576

 

18,296

 

Major maintenance provision

 

(12,243)

 

5,929

 

7,099

 

Construction costs

 

2,324

 

21,343

 

26,264

 

Depreciation and amortization

 

4,106

 

4,467

 

5,146

 

Solidarity fee

 

18,896

 

20,409

 

17,990

 

Total operating costs

 

28,728

 

69,724

 

74,795

 

Income from operations

 

24,822

 

9,509

 

9,890

 

Operating margin(1) 

 

46.4%

 

12.0%

 

11.7%

 

 

 

 

 

 

 

 

 

Border Destinations

 

 

 

 

 

 

 

Ciudad Juárez:

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

Aeronautical services

 

101,423

 

110,444

 

112,707

 

Non-aeronautical services

 

18,345

 

20,563

 

22,460

 

Construction services

 

9,771

 

27,785

 

9,078

 

Total revenues

 

129,539

 

158,792

 

144,245

 

Operating costs:

 

 

 

 

 

 

 

Costs and administrative expenses

 

29,572

 

35,039

 

35,965

 

Major maintenance provision

 

(4,736)

 

12,701

 

17,275

 

Construction costs

 

9,771

 

27,785

 

9,078

 

Depreciation and amortization

 

7,982

 

8,222

 

8,212

 

Solidarity fee

 

52,316

 

54,289

 

50,964

 

Total operating costs

 

94,905

 

138,036

 

121,494

 

Income from operations

 

34,634

 

20,756

 

22,751

 

Operating margin(1) 

 

26.7%

 

13.1%

 

15.8%

 

116



Table of Contents

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

(in thousands of pesos, except percentages)

 

 

(in thousands of pesos, except percentages)

 

Reynosa:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

36,132

 

53,719

 

69,919

 

 

53,719

 

69,919

 

85,018

 

Non-aeronautical services

 

6,601

 

8,143

 

9,425

 

 

8,143

 

9,425

 

10,988

 

Construction services

 

2,571

 

31,570

 

17,795

 

 

31,570

 

17,795

 

9,988

 

Total revenues

 

45,304

 

93,432

 

97,139

 

 

93,432

 

97,139

 

105,994

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

14,799

 

16,816

 

18,771

 

 

16,816

 

18,771

 

22,398

 

Major maintenance provision

 

13,277

 

6,188

 

10,466

 

 

6,188

 

10,466

 

17,137

 

Construction costs

 

2,571

 

31,570

 

17,795

 

 

31,570

 

17,795

 

9,988

 

Depreciation and amortization

 

2,911

 

3,671

 

4,526

 

 

3,671

 

4,526

 

6,939

 

Solidarity fee

 

11,172

 

25,299

 

32,417

 

 

25,299

 

32,417

 

30,614

 

Total operating costs

 

44,730

 

83,544

 

83,975

 

 

83,544

 

83,975

 

87,076

 

Income from operations

 

573

 

9,888

 

13,164

 

 

9,888

 

13,164

 

18,918

 

Operating margin(1)

 

1.3%

 

10.6%

 

13.6%

 

 

10.6%

 

13.6%

 

17.8%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hotel:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-aeronautical services

 

142,098

 

158,477

 

176,510

 

 

158,477

 

176,510

 

195,742

 

Total revenues

 

142,098

 

158,477

 

176,510

 

 

158,477

 

176,510

 

195,742

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and administrative expenses

 

89,183

 

98,925

 

103,801

 

 

98,925

 

103,801

 

122,683

 

Depreciation and amortization

 

20,344

 

20,334

 

20,219

 

 

20,334

 

20,219

 

19,883

 

Total operating costs

 

109,527

 

119,259

 

124,020

 

 

119,259

 

124,020

 

142,566

 

Income from operations

 

32,571

 

39,218

 

52,490

 

 

39,218

 

52,490

 

53,176

 

Operating margin

 

22.9%

 

24.7%

 

29.7%

 

 

24.7%

 

29.7%

 

27.2%

 

 

(1)          We determine operating margin per airport by dividing income from operations at each airport by total revenues for that airport.

 

Historically, our most profitable airport has been the Monterrey airport, which handles the majority of our international passengers.  In recent years, however, this trend has changed.  In 2011, the Zacatecas airport was our most profitable airport.  In 2012, the Durango airport was our most profitable airport, primarily due to lower administrative expenses and inmajor maintenance provision compared to the other airports. In 2013, the Zihuatanejo airport was our most profitable airport.airport, primarily due to other income received from the sale of fixed assets.  In 2014, the Acapulco airport was our most profitable airport, principally as a result of a decrease in the major maintenance provision, mainly due to new estimates of major maintenance requirements in our airports in 2013, as well as lower minor maintenance requirements coupled with increased aeronautical and non-aeronautical revenues.  We determine profitability per airport by dividing income from operations in each airport by total revenues for that airport.

 

115



Table of Contents

Summary Historical Consolidated Results of Operations

 

The following table sets forth a summary of our consolidated results of operations for the years indicated:

 

 

 

Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

Amount

 

Amount

 

% Change

 

Amount

 

% Change

 

 

(in thousands of pesos, except percentages)

Revenues:

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

1,870,177

 

2,130,663

 

13.9%

 

2,268,869

 

6.5%

Non-aeronautical services

 

588,671

 

688,957

 

17.0%

 

796,501

 

15.6%

Construction services

 

330,863

 

321,718

 

(2.8%)

 

352,688

 

9.6%

117



Table of Contents

 

Year Ended December 31,

 

 

2012

 

2013

 

2014

 

 

Amount

 

Amount

 

% Change

 

Amount

 

% Change

 

 

(in thousands of pesos, except percentages)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services

 

2,130,663

 

2,268,869

 

6.5%

 

2,532,666

 

11.6%

 

Non-aeronautical services

 

688,957

 

796,501

 

15.6%

 

889,694

 

11.7%

 

Construction services

 

321,718

 

352,688

 

9.6%

 

307,327

 

(12.9%)

 

Total revenues

 

2,789,711

 

3,141,338

 

12.6%

 

3,418,058

 

8.8%

 

3,141,338

 

3,418,058

 

8.8%

 

3,729,687

 

9.1%

 

Operating costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

603,900

 

656,217

 

8.7%

 

725,329

 

10.5%

 

656,217

 

725,329

 

10.5%

 

772,946

 

6.6%

 

Major maintenance provision

 

165,683

 

164,208

 

(0.9%)

 

263,167

 

60.3%

 

164,208

 

263,167

 

60.3%

 

179,932

 

(31.6%)

 

Construction costs

 

330,863

 

321,718

 

(2.8%)

 

352,688

 

9.6%

 

321,718

 

352,688

 

9.6%

 

307,327

 

(12.9%)

 

Administrative expenses

 

434,531

 

457,749

 

5.3%

 

501,233

 

9.5%

 

457,749

 

501,233

 

9.5%

 

536,034

 

(6.9%)

 

Concession taxes

 

115,979

 

137,028

 

18.1%

 

148,159

 

8.1%

 

137,028

 

148,159

 

8.1%

 

171,670

 

15.9%

 

Technical assistance fees

 

55,150

 

67,365

 

22.1%

 

66,643

 

(1.1%)

 

67,365

 

66,643

 

(1.1%)

 

82,461

 

23.7%

 

Depreciation and amortization

 

165,088

 

186,803

 

13.2%

 

201,226

 

7.7%

 

186,803

 

201,226

 

7.7%

 

223,982

 

11.3%

 

Other income (expense)

 

(751)

 

(9,924)

 

(1,221.4%)

 

(49,782)

 

401.6%

 

(9,924)

 

(49,782)

 

401.6%

 

(13,654)

 

(72.6%)

 

Total operating costs

 

1,870,443

 

1,981,164

 

5.9%

 

2,208,663

 

11.5%

 

1,981,164

 

2,208,663

 

11.5%

 

2,260,698

 

2.4%

 

Income from operations

 

919,268

 

1,160,174

 

26.2%

 

1,209,395

 

4.2%

 

1,160,174

 

1,209,395

 

4.2%

 

1,468,989

 

21.5%

 

Interest income (expense), net

 

(82,352)

 

(76,082)

 

(7.6%)

 

(136,709)

 

79.7%

 

(76,082)

 

(136,709)

 

79.7%

 

(187,221)

 

36.9%

 

Exchange gain (loss), net

 

(38,766)

 

23,168

 

(159.8%)

 

(6,198)

 

(126.8%)

 

23,168

 

(6,198)

 

(126.8%)

 

(22,463)

 

262.4%

 

Income before income taxes

 

798,150

 

1,107,260

 

38.7%

 

1,066,488

 

(3.7%)

 

1,107,260

 

1,066,488

 

(3.7%)

 

1,259,305

 

18.1%

 

Income taxes

 

182,070

 

288,172

 

(58.3%)

 

(134,876)

 

(146.8%)

 

288,172

 

(134,876)

 

(146.8%)

 

232,345

 

(272.3%)

 

Consolidated net income

 

616,080

 

819,088

 

33.0%

 

1,201,364

 

46.7%

 

819,088

 

1,201,364

 

46.7%

 

1,026,960

 

(14.5%)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other operating data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating margin(1)

 

33.0%

 

36.9%

 

 

 

35.4%

 

 

 

36.9%

 

35.4%

 

 

 

39.4%

 

11.3%

 

Net margin(2)

 

22.1%

 

26.1%

 

 

 

35.1%

 

 

 

26.1%

 

35.1%

 

 

 

27.5%

 

(21.7%)

 

 

(1)          Income from operations divided by total revenues, expressed as a percentage.

 

(2)          Net income divided by total revenues, expressed as a percentage.

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Results of Operations for the Year Ended December 31, 2014, Compared to the Year Ended December 31, 2013.

Consolidated Revenues

Total revenues for 2014 were Ps. 3,729,687 thousand, 9.1% higher than the Ps. 3,418,058 thousand recorded in 2013, primarily as a result of an increase in both aeronautical and non-aeronautical revenues.  The sum of aeronautical and non-aeronautical revenues in 2014 increased by 11.6% as compared to 2013.

Aeronautical revenues increased by 11.6% to Ps. 2,532,666 thousand in 2014, as compared to Ps. 2,268,869 thousand in 2013, due primarily to an increase in passenger charges from Ps. 1,853,854 thousand in 2013 to Ps. 2,068,267 thousand in 2014 attributable to a 10.6% increase in passenger traffic.  Aeronautical revenues per workload unit in 2014 were Ps. 162.8 compared to Ps. 160.4 in 2013, an increase of 1.5%.

Non-aeronautical revenues increased by 11.7% from Ps. 796,501 thousand in 2013 to Ps. 889,694 in 2014, due primarily to car parking revenues, which increased 14.2% from Ps. 128,012 thousand in 2013 to Ps. 146,167 in 2014, hotel services revenues, which increased 10.9% from Ps. 176,510 thousand in 2013 to Ps. 195,742 thousand in 2014, baggage-screening revenues, which increased 22.9% from Ps. 64,375 thousand in 2013 to Ps. 79,090 thousand in 2014, food and beverage revenues, which increased 15.9% from Ps. 46,472 thousand in 2013 to Ps. 53,862 thousand in 2014, and advertising revenues, which increased 9.0% from Ps. 80,185 in 2013 to Ps. 87,420 in 2014.  Non-aeronautical revenues per terminal passenger increased by 1.00%, from Ps. 59.9 in 2013 to Ps. 60.5 in 2014, due primarily to the development and implementation of commercial and diversification initiatives.

Revenues from construction services in 2014 were Ps. 307,327 thousand, a decrease of 12.9% from Ps. 352,688 thousand recognized in 2013, as a result of a decrease in investments in improvements for concession assets.

Revenues by Segment

On an airport-by-airport basis, the principal contributors to revenues in 2014 were the Monterrey airport (Ps. 1,564,653 thousand), the Culiacán airport (Ps. 292,542 thousand), the Mazatlán airport (Ps. 252,258 thousand), the Chihuahua airport (Ps. 212,980 thousand), the Acapulco airport (Ps. 188,665 thousand), the Ciudad Juárez airport (Ps. 162,818 thousand) and the Tampico airport (Ps. 155,476 thousand).

Metropolitan Destination

At the Monterrey airport, aeronautical revenues increased by 11.6% from Ps. 1,046,621 thousand in 2013 to Ps. 1,167,807 thousand in 2014, due primarily to a 10.7% increase in passenger charges, as a result of an 11.1% increase in passenger traffic.  Non-aeronautical revenues increased by 12.3% from Ps. 320,774 thousand in 2013 to Ps. 360,228 in 2014, due primarily to a 15.0% increase in car parking revenues, new VIP Lounge operating in the airport, which generated Ps. 6,906 thousand revenues in 2014, a 17.6% increase in food and beverage services, a 12.2% increase in OMA Carga and a 9.0% increase in advertising revenues.  The sum of aeronautical and non-aeronautical revenues increased by 11.7% from Ps. 1,367,395 thousand in 2013 to Ps. 1,528,035 thousand in 2014.  The sum of aeronautical and non-

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aeronautical revenues per workload unit increased by 1.5% from Ps. 198.8 in 2013 to Ps. 201.7 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

Tourist Destinations

At the Acapulco airport, aeronautical revenues increased by 8.4% from Ps. 108,420 thousand in 2013 to Ps. 117,573 thousand in 2014, due primarily to an 8.4% increase in passenger charges, as a result of the increase in terminal passengers.  Non-aeronautical revenues increased by 12.4% from Ps. 20,266 thousand in 2013 to Ps. 22,779 thousand in 2014, due primarily to an increase in parking lot tariffs, more favorable contractual terms due to renewal of contracts, new passenger services and more advertising spaces.  The sum of aeronautical and non-aeronautical revenues increased by 9.1% from Ps. 128,686 thousand in 2013 to Ps. 140,352 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.5% from Ps. 207.5 in 2013 to Ps. 221.0 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Mazatlán airport, aeronautical revenues increased by 9.3% from Ps. 136,063 thousand in 2013 to Ps. 148,781 thousand in 2014, due primarily to a 10.1% increase in passenger charges, as a result of a 7.9% increase in passenger traffic.  Non-aeronautical revenues increased by 6.6% Ps. 34,719 thousand in 2013 to Ps. 37,002 thousand in 2014, due primarily to a 19.4% increase in car parking revenues, a 15.9% increase in advertising revenues and a 13.8% increase in car rental revenues.  The sum of aeronautical and non-aeronautical revenues increased by 8.8% from Ps. 170,782 thousand in 2013 to Ps. 185,783 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 0.7% from Ps. 230.4 in 2013 to Ps. 231.9 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Zihuatanejo airport, aeronautical revenues increased by 12.7% from Ps. 91,203 thousand in 2013 to Ps. 102,780 in 2014, due primarily to a 13.0% increase in passenger charges, as a result of a 10.5% increase in passenger traffic.  Non-aeronautical revenues increased by 12.0% from Ps. 17,843 thousand in 2013 to Ps. 19,990 thousand in 2014, due primarily to a 27.2% increase in car rental revenues, a 45.0% increase in food and beverage revenues, and a 68.6% increase in passenger services, as a result of the implementation of interactive modules and screens with digital advertising and content.  The sum of aeronautical and non-aeronautical revenues increased by 12.6% from Ps. 109,046 thousand in 2013 to Ps. 122,770 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.2% from Ps. 236.1 in 2013 to Ps. 241.2 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

Regional Destinations

At the Chihuahua airport, aeronautical revenues increased by 9.8% from Ps. 148,028 thousand in 2013 to Ps. 162,469 thousand in 2014, due primarily to an 11.1% increase in passenger charges, as a result of a 8.6% increase in passenger traffic.  Non-aeronautical revenues increased by 14.2% from Ps. 30,461 thousand in 2013 to Ps. 34,792 thousand in 2014, due primarily to an 18.3% increase in car parking revenues, a 57.1% increase in food and beverage revenues and a 21.5% increase in retail operations.  The sum of aeronautical and non-aeronautical revenues increased by 10.5% from Ps. 178,489 thousand in 2013 to Ps. 197,261 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.0% from Ps. 190.0 in 2013 to Ps. 193.8 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Culiacán airport, aeronautical revenues increased by 5.6% from Ps. 211,588 thousand in 2013 to Ps. 223,423 thousand in 2014, due primarily to a 6.7% increase in passenger charges, as a result of a 4.5% increase in passenger traffic.  Non-aeronautical revenues increased by 7.7% from Ps. 32,504 thousand in 2013 to Ps. 35,022 thousand in 2014, due primarily to a 33.4% increase in advertising

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revenues and a 10.7% increase in retail operations.  The sum of aeronautical and non-aeronautical revenues increased by 5.9% from Ps. 244,092 thousand in 2013 to Ps. 258,445 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.4% from Ps. 189.7 in 2013 to Ps. 192.4 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Durango airport, aeronautical revenues increased by 10.4% from Ps. 44,341 thousand in 2013 to Ps. 48,937 thousand in 2014, due primarily to 10.5% increase in passenger charges, principally as a result of an 8.5% increase in passenger traffic.  Non-aeronautical revenues increased by 9.0% from Ps. 7,144 thousand in 2013 to Ps. 7,784 thousand in 2014, due primarily to a 23.9% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 10.2% from Ps. 51,485 thousand in 2013 to Ps. 56,721 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.2% from Ps. 216.3 in 2013 to Ps. 219.0 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the San Luis Potosí airport, aeronautical revenues increased by 28.9% from Ps. 65,573 thousand in 2013 to Ps. 84,498 thousand in 2014, due primarily to a 30.8% increase in passenger charges as a result of a 42.9% increase in passenger traffic.  Non-aeronautical revenues increased by 20.4% from Ps. 14,541 thousand in 2013 to Ps. 17,508 thousand in 2014, due primarily to a 36.0% increase in car parking revenues, a 13.3% increase in revenues from the leasing of space, a 31.0% increase in advertising revenues and 22.6% increase in car rental revenues.  The sum of aeronautical and non-aeronautical revenues increased by 27.3% from Ps. 80,114 thousand in 2013 to Ps. 102,006 thousand in 2014. The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.6% from Ps. 157.6 in 2013 to Ps. 160.1 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Tampico airport, aeronautical revenues increased by 14.8% from Ps. 108,330 thousand in 2013 to Ps. 124,312 thousand in 2014, due primarily to a 14.1% increase in passenger charges, as a result of a 13.2% increase in passenger traffic.  Non-aeronautical revenues increased by 17.3% from Ps. 15,504 thousand in 2013 to Ps. 18,183 thousand in 2014, due primarily to a 55.6% increase in advertising revenues and a 16.4% increase in car parking revenues. The sum of aeronautical and non-aeronautical revenues increased by 15.1% from Ps. 123,834 thousand in 2013 to Ps. 142,495 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.6% from Ps. 202.3 in 2013 to Ps. 205.6 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Torreón airport, aeronautical revenues increased by 13.4% from Ps. 87,321 thousand in 2013 to Ps. 98,985 thousand in 2014, due primarily to a 15.5% increase in passenger charges, as a result of a 12.1% increase in passenger traffic.  Non-aeronautical revenues increased by 11.0% from Ps. 14,114 thousand in 2013 to Ps. 15,671 thousand in 2014, due primarily to a 26.6% increase in retail operations, a 10.8% increase in car parking revenues and a 21.3% increase in advertising revenues.  The sum of aeronautical and non-aeronautical revenues increased by 13.0% from Ps. 101,435 thousand in 2013 to Ps. 114,656 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.0% to 216.7 from 214.7 in 2013, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Zacatecas airport, aeronautical revenues increased by 10.9% from Ps.51,282 thousand in 2013 to Ps. 56,872 thousand in 2014, due primarily to a 10.1% increase in passenger charges, as a result of a 9.6% increase in passenger traffic.  Non-aeronautical revenues increased by 5.5% from Ps. 7,139 thousand in 2013 to Ps. 7,535 thousand in 2014, due primarily to a 4.6% increase in car parking revenues and a 8.4% increase in advertising revenues. The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 0.6% from Ps. 224.7 in 2013 to Ps. 226.0 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

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Border Destinations

At the Ciudad Juárez airport, aeronautical revenues increased by 10.2% from Ps. 112,707 thousand in 2013 to Ps. 124,252 thousand in 2014, due primarily to a 12.5% increase in passenger charges, as a result of a 9.4% increase in passenger traffic.  Non-aeronautical revenues increased by 10.3% from Ps. 22,460 thousand in 2013 to Ps. 24,784 thousand in 2014, due primarily to a 28.3% increase in advertising revenues, a 45.8% increase in retail operations, a 5.2% increase in car parking revenues and a 19.2% increase in food and beverage revenues.  The sum of aeronautical and non-aeronautical revenues increased by 10.3% from Ps. 135,167 thousand in 2013 to Ps. 149,036 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.2% from Ps. 184.7 in 2013 to Ps. 187.0 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

At the Reynosa airport, aeronautical revenues increased by 21.6% from Ps. 69,919 thousand in 2013 to Ps. 85,018 thousand in 2014, due primarily to 21.5% increase in passenger charges, as a result of a 20.4% increase in passenger traffic.  Non-aeronautical revenues increased by 16.6% from Ps. 9,425 thousand in 2013 to Ps. 10,988 thousand in 2014, due primarily a 21.2% increase in car parking revenues and a 23.3% increase in advertising revenues.  The sum of aeronautical and non-aeronautical revenues increased by 21.0% from Ps. 79,344 thousand in 2013 to Ps. 96,006 thousand in 2014.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 0.8% from Ps. 200.1 in 2013 to Ps. 201.7 in 2014, principally due to the increases in aeronautical and non-aeronautical revenues.

Hotel

At our hotel, total revenues increased by 10.9% from Ps. 176,510 thousand in 2013 to Ps. 195,742 thousand in 2014, due primarily to an increase in average rate per room of 12.2% to Ps. 1,817 in 2014 from Ps. 1,619 in 2013.

Operating Results

Cost of Services

Our cost of services increased by 6.6% from Ps. 725,329 thousand in 2013 to Ps. 772,946 thousand in 2014, mainly as a result of a 3.5% increase in wages and salaries and the recognition of Ps. 1,296 thousand cost in allowance for doubtful accounts in 2014, compared to a cancellation in the allowance for doubtful accounts of Ps. 3,727 thousand in 2013.  As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services decreased from 23.7% in 2013 to 22.6% in 2014.

Major maintenance provision

Our major maintenance provision decreased from Ps. 263,167 thousand in 2013 to Ps. 179,932 thousand in 2014, mainly due to new estimates of major maintenance requirements in our airports in 2013.  We are required to perform major maintenance activities to our airports as established by our concession provided by the Mexican government.   The estimated major maintenance costs are based on our master development programs, which are reviewed and updated every five years.  The contractual obligations to maintain and restore the infrastructure of our airports is recognized as a provision in our consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period.   When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation.  Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost.  After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current

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best estimates.  Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.  In periods following the initial recognition and measurement of the major maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date.  The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessment of the provision and charged or credited as an operating item within our consolidated statements of income and other comprehensive income.

Every quarter, the major maintenance provision is revised to update the amount that has been provided for in order to keep the provision as current as possible.  The provision could increase or decrease, as a result of certain events, such as, on the one hand, a contingency in an airport that requires immediate major maintenance, other maintenance that has been delayed or, on the other hand, an asset that does not need maintenance, in which case resources can be better used for other activities.

Administrative Expenses

Our administrative expenses increased by 6.9% from Ps. 501,233 thousand in 2013 to Ps. 536,034 thousand in 2014, due primarily to a 7.9% increase in employee expenses and an increase in litigation provisions from Ps. 511 thousand in 2013 to Ps. 14,083 thousand in 2014, mainly due to various labor lawsuits and Federal Consumer Protection Bureau (Procuraduría Federal del Consumidor) fines.  See “Item 8. Financial Information—Legal Proceedings.”

Technical Assistance Fee and Concession Tax

Our technical assistance fee, which is paid in U.S. dollars, increased by 23.7% from Ps. 66,643 thousand in 2013 to Ps. 82,461 thousand in 2014, reflecting the increase in revenues and the depreciation of the peso.  Our concession tax increased by 15.9% from Ps. 148,159 thousand in 2013 to Ps. 171,670 thousand in 2014, as a result of an increase in aeronautical and non-aeronautical revenues.

Depreciation and Amortization

Our 11.3% increase in depreciation and amortization, from Ps. 201,226 thousand in 2013 to Ps. 223,982 thousand in 2014, was principally due to an increase in investment improvements to concession assets during 2014.

Income from Operations

On a consolidated basis, our operating income increased by 21.5% from Ps. 1,209,395 thousand during 2013 to Ps. 1,468,989 thousand in 2014, due primarily to a 9.1% increase in total revenue, which offset the 2.4% increase in total costs.  Our operating margin increased from 35.4% in 2013 to 39.4% in 2014 and, considering only the sum of our aeronautical and non-aeronautical revenues, from 39.5% in 2013 to 42.9% in 2014.

Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “—Operating Results—Solidarity Fees.”  In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2014 were the Monterrey airport (Ps. 270,403 thousand), the Culiacán airport (Ps. 50,491 thousand), the Acapulco

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airport (Ps. 45,252 thousand), the Chihuahua airport (Ps. 38,482 thousand), the Mazatlán airport (Ps. 36,479 thousand) and the Tampico airport (Ps. 28,123 thousand).

Metropolitan Destination

Operating income for the Monterrey airport increased from Ps. 222,754 thousand in 2013 to Ps. 270,403 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues and a decrease in the major maintenance provision from Ps. 56,249 thousand in 2013 to Ps. 24,330 thousand in 2014, mainly due to new estimates of major maintenance requirements in our airports in 2013.  The increase in operating costs mainly reflected an increase in solidarity fees from Ps. 771,663 thousand in 2013 to Ps. 890,327 thousand in 2014 due to higher aeronautical and non-aeronautical revenues.

Tourist Destinations

Operating income for the Acapulco airport increased from Ps. 28,878 thousand in 2013 to Ps. 45,252 thousand in 2014, due primarily to a decrease in the major maintenance provision from Ps. 17,499 in 2013 to Ps. 3,477 thousand in 2014, mainly due to new estimates of major maintenance requirements in our airports in 2013, a decrease in minor maintenance requirements and an increase in aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in both the major maintenance provision and costs and administrative expenses, which amounted Ps. 42,776 thousand in 2013, as compared to Ps. 35,005 thousand in 2014, mainly due to lower minor maintenance requirements.

Operating income for the Mazatlán airport increased from Ps. 28,585 thousand in 2013 to Ps. 36,479 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in costs and administrative expenses from Ps. 39,990 thousand in 2013 to Ps. 44,444 thousand in 2014 and an increase in the major maintenance provision from Ps. 22,044 thousand in 2013 to Ps. 25,573 thousand in 2014 due to increased maintenance requirements.

Operating income for the Zihuatanejo airport increased from Ps. 23,622 thousand in 2013 to Ps. 24,653 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in costs and administrative expenses from Ps. 28,684 in 2013 to Ps. 40,510 thousand in 2014.

Regional Destinations

Operating income for the Chihuahua airport increased from Ps. 28,517 thousand in 2013 to Ps. 38,482 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in costs and administrative expenses from Ps. 41,320 thousand in 2013 to Ps. 52,976 thousand in 2014.

Operating income for the Culiacán airport increased from Ps. 39,792 thousand in 2013 to Ps. 50,491 thousand in 2014, due primarily to a decrease in the major maintenance provision from Ps. 31,523 thousand in 2013 to Ps. 10,217 thousand in 2014 due to a decrease in maintenance requirements.  Operating costs reflected an increase in solidarity fees from Ps. 111,327 thousand in 2013 to Ps. 130,560 thousand in 2014 due to an increase in revenues.

Operating income for the Durango airport increased from Ps. 7,770 thousand in 2013 to Ps. 11,128 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 7,383 thousand in 2013 to Ps. 9,805 thousand in 2014 due to higher maintenance requirements, an

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increase in depreciation and amortization from Ps. 4,902 thousand in 2013 to Ps. 5,981thousand in 2014 and an increase in costs and administrative expenses from Ps. 18,530 thousand in 2013 to Ps. 19,774 thousand in 2014.

Operating income for the San Luis Potosí airport increased from Ps. 12,834 thousand in 2013 to Ps. 20,012 thousand in 2014, due primarily to a decrease in the major maintenance provision from Ps. 35,637 thousand in 2013 to Ps. 6,487 thousand in 2014, mainly due to new estimates of major maintenance requirements in our airports in 2013, as well as an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in cost of services from Ps. 20,750 thousand to Ps. 61,116 thousand, as a result of an increase in solidarity fees.

Operating income for the Tampico airport increased from Ps. 21,896 thousand in 2013 to Ps. 28,123 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  Operating costs mainly reflected an increase in solidarity fees from Ps. 48,419 thousand to Ps. 62,312 thousand, principally as a result of an increase in revenues.

Operating income for the Torreón airport increased from Ps. 12,624 thousand in 2013 to Ps. 22,000 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in depreciation and amortization from Ps. 7,267 thousand in 2013 to Ps. 9,437 thousand in 2014,as a result of additions to concession assets; an increase in costs and administrative expenses from Ps. 27,644 thousand in 2013 to Ps. 29,603 thousand in 2014 and an increase in solidarity fees from Ps. 36,839 thousand in 2013 to Ps. 38,655 thousand in 2014 due to an increase in revenues.

Operating income for the Zacatecas airport increased from Ps. 9,890 thousand in 2013 to Ps. 12,850 thousand in 2014, due primarily to a decrease in solidarity fees, as a result of an increase in the major maintenance provision and an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 7,099 thousand in 2013 to Ps. 15,631 thousand in 2014, as a result of higher maintenance requirements, which offset the decrease in solidarity fees, and an increase in costs and administrative expenses from Ps. 18,296 thousand in 2013 to Ps. 19,910 thousand in 2014.

Border Destinations

Operating income for the Ciudad Juárez airport increased from Ps. 22,751 thousand in 2013 to Ps. 29,446 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  Operating costs mainly reflected an increase in solidarity fees from Ps. 50,964 thousand in 2013 to Ps. 59,549 thousand in 2014 due to an increase in revenues.

Operating income for the Reynosa airport increased from Ps. 13,164 thousand in 2013 to Ps. 18,918 thousand in 2014, due primarily to an increase in aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 10,466 thousand in 2013 to Ps. 17,137 thousand in 2014 due to higher maintenance requirements and an increase in costs and administrative expenses from Ps. 18,771 thousand in 2013 to Ps. 22,399 thousand in 2014.

Hotel

Operating income for our hotel increased from Ps. 52,490 thousand in 2013 to Ps. 53,176 thousand in 2014, due primarily to higher revenues derived from an increase in the average rate per room of 12.2% to Ps. 1,817 in 2014 from Ps. 1,618.8 in 2013.

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Exchange Gain (Loss)

We had a net exchange loss in 2014 of Ps. 22,463 thousand, as compared to a loss of Ps. 6,198 thousand in 2013, due primarily to the depreciation of the peso.  The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps. 14.7348 to U.S.$ 1.00 as of December 31, 2014 and Ps. 13.0652 to U.S.$ 1.00 as of December 31, 2013.

Net Interest Expense

Our net interest expense increased by 36.9% from Ps. 136,709 thousand in 2013 to Ps. 187,221 thousand in 2014, due primarily to an increase in debt from Ps. 3,103,563 thousand to Ps. 4,742,032 thousand.

Income Taxes

We recorded an income tax expense of Ps. 232,345 thousand in 2014, as compared to an income tax benefit of Ps. 134,876 thousand in 2013, principally as a result of an increase in the current income tax due to higher revenues coupled with a benefit from the prior year resulting from the impact of the 2014 Mexican income tax reform.

Our current income tax increased from Ps. 267,928 to Ps. 298,968 as a result of increased revenues.

Our effective tax rate was (12.6%) in 2013 and 18.5% in 2014.  The effective tax rates in 2013 and 2014 differed from the statutory rate of 30%, principally as a result of the recognition of a deferred corporate income tax asset for taxes on assets paid in prior years for which we now anticipate we will be able to recover corresponding benefits. Inflationary effects also impacted our effective tax rate, resulting in a lower effective tax rate.

Net Income and Comprehensive Income

Our net income decreased by 14.5% from Ps. 1,201,364 thousand in 2013 to Ps. 1,026,960 thousand in 2014.  Comprehensive income decreased by 14.3% from Ps. 1,199,356 thousand in 2013 to Ps. 1,027,266 thousand in 2014.  Earnings per share were Ps. 2.5844, and earnings per ADS were Ps. 20.6752.

 

Results of Operations for the Year Ended December 31, 2013, Compared to the Year Ended December 31, 2012.

 

Consolidated Revenues

 

Total revenues for 2013 were Ps. 3,418,058 thousand, 8.8% higher than the Ps. 3,141,338 thousand recorded in 2012, primarily as a result of an increase in both aeronautical and non-aeronautical revenues.  The sum of aeronautical and non-aeronautical revenues in 2013 increased by 8.7% as compared to 2012.

 

Aeronautical revenues increased by 6.5% to Ps. 2,268,869 thousand in 2013, as compared to Ps. 2,130,663 thousand in 2012, due primarily to an increase in revenues from passenger charges from Ps. 1,751,870 thousand in 2012 to Ps. 1,853,854 thousand in 2013.  This increase in passenger charges was attributable to a 5.5% increase in passenger traffic from 12.5 million in 2012 to 13.3 million in 2013.  Aeronautical revenues per workload unit in 2013 were Ps. 160.4 compared to Ps. 157.9 in 2012, an increase of 1.6%.

 

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Non-aeronautical revenues increased by 15.6% from Ps. 688,957 thousand in 2012 to Ps. 796,501 thousand in 2013, due primarily to revenues from our checked baggage-screening service, which increased by 149.3% to Ps. 64,375 thousand in 2013 from Ps. 25,820 thousand in 2012, as well as revenues from hotel services, which increased by 11.4% to Ps. 176,510 thousand in 2013 from Ps. 158,477 thousand in 2012, OMA Carga operations, which increased by 37.6% to Ps. 42,894 thousand in 2013 from Ps. 31,184 thousand in 2012, car rental services, which increased by 22.2% to Ps. 45,635 thousand in 2013 from Ps. 37,355 thousand in 2012 and food and beverage services, which increased by 13.3% to Ps. 46,472 thousand in 2013 from Ps. 41,005 thousand in 2012.  Non-aeronautical revenues per

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terminal passenger increased by 9.5%, from Ps. 54.7 in 2012 to Ps. 59.9 in 2013, due primarily to the development and implementation of commercial and diversification initiatives.

 

Revenues from construction services in 2013 were Ps. 352,688 thousand, an increase of 9.6% from Ps. 321,718 thousand recognized in 2012, as a result of an increase in investments in improvements of concession assets.

 

Revenues by Segment

 

On an airport-by-airport basis, the principal contributors to revenues in 2013 were the Monterrey airport (Ps. 1,046,621 thousand), the Culiacán airport (Ps. 211,588 thousand), the Chihuahua airport (Ps. 148,028 thousand), the Mazatlán airport (Ps. 136,063 thousand), the Ciudad Juárez airport (Ps. 112,707 thousand) and the Acapulco airport (Ps. 108,420 thousand).

 

Metropolitan Destination

 

At the Monterrey airport, aeronautical revenues increased by 5.7% from Ps. 989,976 thousand in 2012 to Ps. 1,046,621 thousand in 2013, due primarily to a 5.1% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 9.8% from Ps. 292,169 thousand in 2012 to Ps. 320,774 thousand in 2013, due primarily to a 38.5% increase in revenues from OMA Carga, which resulted principally from an increase in ground transportation volumes and a special project that processed additional air cargo in customs areas, a 166.6% increase in revenues from real estate services, which resulted from increase of revenues from leasing space in the strip mall and gas station, a 21.1% increase in revenues from car rentals; a 10.9% increase in revenues from food and beverage services and a 3.1% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 6.6% from Ps. 1,282,145 thousand in 2012 to Ps. 1,367,395 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.9% from Ps. 195.1 in 2012 to Ps. 198.8 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

 

Tourist Destinations

 

At the Acapulco airport, aeronautical revenues increased by 9.0% from Ps. 99,498 thousand in 2012 to Ps. 108,420 thousand in 2013, due primarily to a 12.8% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 8.2% from Ps. 18,725 thousand in 2012 to Ps. 20,266 thousand in 2013, due primarily to a 118.8% increase in revenues from telecommunication services, which resulted from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 23.4% increase in revenues from retail operations and a 29.2% increase in revenues from car rentals resulting from an increase in car rental sites in the airport.  The sum of aeronautical and non-aeronautical revenues increased by 8.9% from Ps. 118,223 thousand in 2012 to Ps. 128,686 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 3.4% from Ps. 214.9 in 2012 to Ps. 207.5 in 2013, principally due to an increase in workload units.

 

At the Mazatlán airport, aeronautical revenues increased by 11.5% from Ps. 122,061 thousand in 2012 to Ps. 136,063 thousand in 2013, due primarily to a 9.2% increase in terminal passenger traffic.

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Non-aeronautical revenues decreased by 0.5% from Ps. 34,900 thousand in 2012 to Ps. 34,719 thousand in 2013, due primarily to a 13.5% decrease in advertising, which resulted in a decrease in government advertising spending, a 6.6% decrease in time-share and hotel promotion revenues due to a special agreement, starting in May 2012, with providers of this service who paid to lease space based on revenues and now pay to lease space based on passenger traffic and a decrease of parking services by 3.7%.  The sum of aeronautical and non-aeronautical revenues increased by 8.8% from Ps. 156,961 thousand in 2012 to Ps. 170,782 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload

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unit decreased by 0.2% from Ps. 230.9 in 2012 to Ps. 230.4 in 2013, principally due to an increase in workload units.

 

At the Zihuatanejo airport, aeronautical revenues increased by 1.8% from Ps. 89,602 thousand in 2012 to Ps. 91,203 thousand in 2013, due primarily to a 0.4% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 2.5% from Ps. 17,401 thousand in 2012 to Ps. 17,843 thousand in 2013, due primarily to a 34.3% increase in car rentals resulting from an increase in car rental sites in the airport and a 112.3% increase in revenues from telecommunication services, which resulted from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport.  The sum of aeronautical and non-aeronautical revenues increased by 1.9% from Ps. 107,003 thousand in 2012 to Ps. 109,047 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.5% from Ps. 232.6 in 2012 to Ps. 236.1 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

 

Regional Destinations

 

At the Chihuahua airport, aeronautical revenues increased by 6.4% from Ps. 139,127 thousand in 2012 to Ps. 148,028 thousand in 2013, due primarily to a 3.6% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 11.7% from Ps. 27,259 thousand in 2012 to Ps. 30,461 thousand in 2013, due primarily to a 63.1% increase in revenues from car rentals as a result of thean increase in car rental sites in the airport as well as an initial opening fee paid by the car rental companies, a 23.1% increase revenues in retail operations, a 130.6% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 23.8% increase in revenues from OMA Carga and a 9.5% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues increased by 7.3% from Ps. 166,386 thousand in 2012 to Ps. 178,489 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.1% from Ps. 184.3 in 2012 to Ps. 190.0 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

 

At the Culiacán airport, aeronautical revenues increased by 8.9% from Ps. 194,285 thousand in 2012 to Ps. 211,588 thousand in 2013, due primarily to a 7.2% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 22.2% from Ps. 26,605 thousand in 2012 to Ps. 32,504 thousand in 2013, due primarily to a 60.1% increase in revenues from food and beverage services as a result of an increase in passenger traffic and spaces leased and a 46.5% increase in revenues from retail operations as a result of the opening of new stores.  The sum of aeronautical and non-aeronautical revenues increased by 10.5% from Ps. 220,890 thousand in 2012 to Ps. 244,092 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.5% from Ps. 183.3 in 2012 to Ps. 189.7 in 2013, principally due to an increase in the sum of aeronautical and non-aeronautical revenues.

 

At the Durango airport, aeronautical revenues decreased by 1.6% from Ps. 45,051 thousand in 2012 to Ps. 44,341 thousand in 2013, due primarily to a 2.5% decrease in terminal passenger traffic.  Non-aeronautical revenues increased by 6.3% from Ps. 6,723 thousand in 2012 to Ps. 7,144 thousand in 2013, due primarily to a 146.5% increase in revenues resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, and a 13.7% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronauticalnon-

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aeronautical revenues decreased by 0.6% from Ps. 51,774 thousand in 2012 to Ps. 51,485 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.0% from Ps. 212.1 in 2012 to Ps. 216.3 in 2013, principally due to a decrease in aeronautical revenues resulting from a decrease in terminal passenger traffic.

 

At the San Luis Potosí airport, aeronautical revenues increased by 3.6% from Ps. 63,281 thousand in 2012 to Ps. 65,573 thousand in 2013, due primarily to a 4.6% increase in passenger charges that offset the decrease in terminal traffic.  Non-aeronautical revenues increased by 5.1% from Ps. 13,836 thousand

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in 2012 to Ps. 14,541 thousand in 2013, due primarily to a 154.9% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 88.1% increase in revenues from food and beverage services and a 3.7% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues increased by 3.9% from Ps. 77,117 thousand in 2012 to Ps. 80,114 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 12.8% from Ps. 139.6 in 2012 to Ps. 157.6 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues and a decrease in workload units.

 

At the Tampico airport, aeronautical revenues increased by 2.9% from Ps. 105,275 thousand in 2012 to Ps. 108,330 thousand in 2013, due primarily to a 2.4% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 3.8% from Ps. 14,938 thousand in 2012 to Ps. 15,504 thousand in 2013, due primarily to a 84.4% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 15.9% increase in revenues from food and beverage services, a 10.2% increase in revenues from the leasing of space and a 5.0% increase in revenues from car rentals.  The sum of aeronautical and non-aeronautical revenues increased by 3.0% from Ps. 120,213 thousand in 2012 to Ps. 123,834 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 1.0% from Ps. 200.2 in 2012 to Ps. 202.3 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

 

At the Torreón airport, aeronautical revenues increased by 13.0% from Ps. 77,305 thousand in 2012 to Ps. 87,321 thousand in 2013, due primarily to a 12.6% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 6.4% from Ps. 13,259 thousand in 2012 to Ps. 14,114 thousand in 2013, due primarily to a 113.5% increase in revenues from telecommunication services, resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport and a 68.0% increase in revenues from food and beverage services as a result of the opening of a new restaurant.  The sum of aeronautical and non-aeronautical revenues increased by 12.0% from Ps. 90,564 thousand in 2012 to Ps. 101,435 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit remained at the 2012 amount of Ps. 214.7.

 

At the Zacatecas airport, aeronautical revenues increased by 0.2% from Ps. 51,177 thousand in 2012 to Ps.51,282Ps. 51,282 thousand in 2013, due primarily to an increase in terminal passenger charges despite a 2.1% decrease in domestic passenger traffic.  Non-aeronautical revenues increased by 6.3% from Ps. 6,713 thousand in 2012 to Ps. 7,139 thousand in 2013, due primarily to a 149.7% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport and a 172.8% increase in revenues from the leasing of space.  The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 3.1% from Ps. 217.9 in 2012 to Ps. 224.7 in 2013, principally due to an increase in revenues from passenger charges.

 

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Border Destinations

 

At the Ciudad Juárez airport, aeronautical revenues increased by 2.0% from Ps. 110,444 thousand in 2012 to Ps. 112,707 thousand in 2013, due primarily to a 4.6% increase in passenger charges.  Non-aeronautical revenues increased by 9.2% from Ps. 20,563 thousand in 2012 to Ps. 22.460 thousand in 2013, due primarily to a 58.4% increase in revenues from car rentals as a result of thean increase in car rental sites in the airport as well as an initial opening fee paid by the car rental companies and a 111.4% increase in revenues from telecommunication services resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport.  The sum of aeronautical and non-aeronautical revenues increased by 3.2% from Ps. 131,007 thousand in 2012 to Ps. 135,167 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per

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workload unit increased by 3.0% from Ps. 179.3 in 2012 to Ps. 184.7 in 2013, principally due to an increase in aeronautical and non-aeronautical revenues.

 

At the Reynosa airport, aeronautical revenues increased by 30.2% from Ps. 53,719 thousand in 2012 to Ps. 69,919 thousand in 2013, due primarily to a 29.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 15.7% from Ps. 8,143 thousand in 2012 to Ps. 9,425 thousand in 2013, due primarily to a 21.1% increase in car parking revenues resulting from an increase in terminal passenger traffic, a 111.5% increase in telecommunication resulting from a contract signed with a telecommunications provider to pay the airport to allow them to improve cellular reception in the airport, a 54.8% increase in revenues from food and beverage services as a result of the opening of a new restaurant.  The sum of aeronautical and non-aeronautical revenues increased by 28.3% from Ps. 61,862 thousand in 2012 to Ps. 79,344 thousand in 2013.  The sum of aeronautical and non-aeronautical revenues per workload unit decreased by 0.5% from Ps. 201.0 in 2012 to Ps. 200.1 in 2013, principally due to an increase in workload units.

 

Hotel

 

At our hotel, total revenues increased by 11.4% from Ps. 158,477 thousand in 2012 to Ps. 176,510 thousand in 2013, due primarily to an increase in the annual average rate per room from Ps. 1,478 in 2012 to Ps. 1,619 in 2013 and an increase in the annual average occupancy rate from 79.3% in 2012 to 82.5 % in 2013.

 

Operating Results

 

Cost of Services

 

Our cost of services increased by 10.5% from Ps. 656,217 thousand in 2012 to Ps. 725,329 thousand in 2013, mainly as a result of an increase in the costs of maintenance of baggage-screening equipment and employee costs due to an increase in the number of employees, the provision of variable employee compensation and inflation adjustments.  As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services increased from 23.3% in 2012 to 23.7% in 2013, mainly reflecting an increase in maintenance and employee costs.

 

MaintenanceMajor maintenance provision

 

The cost of major maintenance provision increased from Ps. 164,208 thousand in 2012 to Ps. 263,167 thousand in 2013.  We are required to perform major maintenance activities to our airports as established by our concession provided by the Mexican government.   The estimated major maintenance costs are based on our master development programs, which are reviewed and updated every five years.  The contractual obligations to maintain and restore the infrastructure of our airports is recognized as a provision in our consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period.   When the effect of

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the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation.  Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost.  After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates.  Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions.  In periods following the initial recognition and measurement of the major maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date.  The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessment of the provision and

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charged or credited as an operating item within our consolidated statements of income and other comprehensive income.

 

Every quarter, the major maintenance provision is revised to update the amount that has been provided for in order to keep the provision as current as possible.  The provision could increase or decrease as a result of certain events, such as, on the one hand, a contingency in an airport that requires immediate major maintenance, other maintenance that has been delayed or, on the other hand, an asset that does not need maintenance, in which case resources can be better used for other activities.

 

Administrative Expenses

 

Our administrative expenses increased by 9.5% from Ps. 457,749 thousand in 2012 to Ps. 501,233 thousand in 2013, due primarily to an increase in employee expenses as a result of an additional number of employees hired in 2013 and inflationary increases in wages.

 

Technical Assistance Fee and Concession Tax

 

Our technical assistance fee, which is paid in U.S. dollars, decreased by 1.1% from Ps. 67,365 thousand in 2012 to Ps. 66,643 thousand in 2013, reflecting the appreciation of the Mexican peso in relation to the U.S. dollar in 2013.  Our concession tax increased by 8.1% from Ps. 137,028 thousand in 2012 to Ps. 148,159 thousand in 2013 as a result of an increase in revenues in 2013.

 

Depreciation and Amortization

 

Our 7.7% increase in depreciation and amortization, from Ps. 186,803 thousand in 2012 to Ps. 201,226 thousand in 2013, was principally due to an increase in investment improvements to concession assets during 2013.

 

Income from Operations

 

On a consolidated basis, our operating income increased by 4.2% from Ps. 1,160,174 thousand in 2012 to Ps. 1,209,395 thousand during 2013, due primarily to an increase in total revenues.  Our operating margin decreased from 36.9% in 2012 to 35.4% in 2013 and, considering only the sum of our aeronautical and non-aeronautical revenues, from 41.1% in 2012 to 39.5% in 2013.

 

Operating Income by Segment

 

The figures presented in this section take into account the intercompany transactions described above under “—Operating Results—Solidarity Fees.”  In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

 

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On an airport-by-airport basis, the principal contributors to our operating income in 2013 were the Monterrey airport (Ps. 222,754 thousand), the Culiacán airport (Ps. 39,792 thousand), the Acapulco airport (Ps. 28,878 thousand), the Mazatlán airport (Ps. 28,585 thousand), the Chihuahua airport (Ps. 28,517 thousand) and the Zihuatanejo airport (Ps. 23,622 thousand).

 

Metropolitan Destination

 

Operating income for the Monterrey airport increased from Ps. 206,142 thousand in 2012 to Ps. 222,754 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset anthe increase in operating costs.  The increase in operating costs mainly reflected an increase in solidarity fees from Ps. 723,974 thousand in 2012 to Ps. 771,663 thousand in 2013 due to higher aeronautical and non-aeronautical revenues, and a 6.4% increase in costs and administrative expenses from Ps. 230,395 thousand in 2012 to 245,215 thousand in 2013 as a result of an increase in the

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maintenance cost from Ps. 24,388 thousand in 2012 to Ps. 35,700 thousand in 2013 and an increase in concession tax from Ps.66,454Ps. 66,454 thousand in 2012 to Ps. 70,363 thousand in 2013

 

Tourist Destinations

 

Operating income for the Acapulco airport increased from Ps. 20,310 thousand in 2012 to Ps. 28,878 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset the increase in operating costs.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 10,288 thousand in 2012 to Ps. 17,499 thousand in 2013 due to increased maintenance requirements and thean increase in solidarity fees from Ps. 22,996 thousand in 2012 to Ps. 24,688 thousand in 2013, due to increase in aeronautical and non-aeronautical revenues.  These increases in costs were partially offset by an overall decrease in costs and administrative expense from Ps. 50,720 thousand to Ps. 42,776 thousand, due principally to a gain from the sale of a parcel of land (for a net amount of Ps. 11,025 thousand) and the recognition of an insurance reimbursement for damages caused by Hurricane Manuel, which, in turn, offset an increase in cost of services due to damages recognized in relation to the Hurricane Manuel contingency.

 

Operating income for the Mazatlán airport increased from Ps. 25,130 thousand in 2012 to Ps. 28,585 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset an increase in operating costs.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 6,583 thousand in 2012 to Ps. 22,044 thousand in 2013 due to increased maintenance requirements.

 

Operating income for the Zihuatanejo airport increased from Ps. 16,154 thousand in 2012 to Ps. 23,622 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues and a decrease in certain operating costs.  The decrease in operating costs mainly reflected a decrease in solidarity fees from Ps. 39,920 thousand in 2012 to Ps. 33,377 thousand in 2013 and a 12.2% decrease in costs and administrative expenses from Ps. 32,660 thousand in 2012 to Ps. 28,684 thousand in 2013.  The increase in operating income was also attributable to other income of Ps. 7,225 thousand compared to an expense of Ps. 1,314 thousand in 2012 due to the sale of fixed assets.

 

Regional Destinations

 

Operating income for the Chihuahua airport increased from Ps. 26,427 thousand in 2012 to Ps. 28,517 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues.  Operating costs mainly reflected a 24.2% increase in costs and administrative expenses from Ps. 33,260 thousand in 2012 to Ps. 41,320 thousand in 2013, an increase in solidarity fees from Ps. 83,093 thousand in 2012 to Ps. 87,043 thousand in 2013 as a result of higher aeronautical and non-aeronautical revenues and a decrease in the major maintenance from Ps. 14,423 thousand to Ps. 11,419 thousand.

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Operating income for the Culiacán airport increased from Ps. 35,539 thousand in 2012 to Ps. 39,792 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues coupled with a decrease in solidarity fees.  Operating costs also reflected an increase in the major maintenance provision from Ps. 7,561 thousand in 2012 to Ps. 31,523 thousand in 2013 due to an increase in maintenance requirements.

 

Operating income for the Durango airport decreased from Ps. 8,481 thousand in 2012 to Ps. 7,770 thousand in 2013, due primarily to a decrease in the sum of aeronautical and non-aeronautical revenues and an increase in operating costs.  The increase in operating costs mainly reflected a 13.0% increase in costs and administrative expenses from Ps. 16,392 thousand in 2012 to Ps. 18,530 thousand in 2013 as a result of an increase in maintenance from Ps. 2,458 thousand in 2012 to Ps. 4,079 thousand in 2013.

 

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Operating income for the San Luis Potosí airport increased from Ps. 12,447 thousand in 2012 to Ps. 12,834 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset the increase in increase in operating costs.  The increase in operating costs mainly reflected an increase in the major maintenance provisions from Ps. 7,419 thousand in 2012 to Ps. 35,637 thousand in 2013 due to increased maintenance requirements.

 

Operating income for the Tampico airport increased from Ps. 19,068 thousand in 2012 to Ps. 21,896 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues.  Operating costs mainly reflected an increase in the major maintenance provision from Ps. 9,914 thousand in 2012 to Ps. 19,496 thousand in 2013 due to an increase in maintenance requirements, offset by a decrease in solidarity fees from Ps. 58,842 thousand to Ps. 48,419 thousand.

 

Operating income for the Torreón airport decreased from Ps. 15,283 thousand in 2012 to Ps. 12,624 thousand in 2013, due primarily to an increase in operating costs that offset the increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in solidarity fees from Ps. 31,018 thousand in 2012 to Ps. 36,839 thousand in 2013, an 18.1% increase in administrative expenses from Ps. 23,411 thousand in 2012 to Ps. 27,644 thousand in 2013 as a result of an increase in concession taxes from Ps 4,746 thousand in 2012 to Ps. 5,469 thousand in 2013, an increase in expenses for third-party studies we contracted to allow us to conduct our operations from Ps. 935 thousand in 2012 to Ps. 1,669 thousand in 2013, an increase in materials and supplies from Ps. 760 thousand in 2012 to Ps. 1,188 thousand in 2013 and other revenues from Ps. 8 thousand in 2012 to Ps. 870 thousand in 2013 and an increase in the major maintenance provision from Ps. 13,919 thousand in 2012 to Ps. 17,060 thousand in 2013 due to increased maintenance requirements.

 

Operating income for the Zacatecas airport increased from Ps. 9,509 thousand in 2012 to Ps. 9,890 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset the increase in operating costs.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 5,929 thousand in 2012 to Ps. 7,099 thousand in 2013.

 

Border Destinations

 

Operating income for the Ciudad Juárez airport increased from Ps. 20,756 thousand in 2012 to Ps. 22,751 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues.  Operating costs mainly reflected an increase in the major maintenance provision from Ps. 12,701 thousand in 2012 to Ps. 17,275 thousand in 2013 as a result of an increase in maintenance requirements, offset by a decrease in solidarity fees from Ps. 54,289 thousand to Ps. 50,964 thousand.

 

Operating income for the Reynosa airport increased from Ps. 9,888 thousand in 2012 to Ps. 13,164 thousand in 2013, due primarily to an increase in the sum of aeronautical and non-aeronautical revenues that offset anthe increase in operating costs.  The increase in operating costs mainly reflected an

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increase in solidarity fees from Ps. 25,299 thousand in 2012 to Ps. 32,417 thousand in 2013 as a result of higher aeronautical and non-aeronautical revenues, and an increase in the major maintenance provision from Ps. 6,188 thousand in 2012 to Ps. 10,466 thousand in 2013 due to increased maintenance requirements.

 

Hotel

 

Operating income for our hotel increased from Ps. 39,218 thousand in 2012 to Ps. 52,490 thousand in 2013, due primarily to an increase in revenues due to higher occupancy rates and tariffs.

 

Exchange Gain (Loss)

 

We had a net exchange loss in 2013 of Ps. 6,198 thousand, as compared to a gain of Ps. 23,168 thousand in 2012, due primarily to the depreciation of the peso.  The exchange rate used to convert our

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dollar-denominated liabilities from pesos to U.S. dollars was Ps. 13.0652 to U.S.$ 1.00 as of December 31, 2013 and Ps. 12.86 to U.S.$ 1.00 as of December 31, 2012.

 

Net Interest Expense

 

Our net interest expense increased 79.7% from Ps. 76,082 thousand in 2012 to Ps. 136,709 thousand in 2013, due primarily to a 97.4% increase in long-term debt from Ps. 1,505,141 thousand in 2012 to Ps. 2,970,526 thousand in 2013. As of December 31, 2013, 43.1% of our long-term debt had a floating interest rate based on the 28-day (tasa de interés interbancaria de equilibrio, or “TIIE”).  During 2011, the 28-day TIIE consistently declined, from 4.8750% on January 1, 2011 to 4.7900% on December 30, 2011, with a yearly average of 4.8231%.  During 2012, the 28-day TIIE continued to decline until April, reaching 4.7175%, and it increased for the remainder of the year, closing at 4.8450% on December 31, 2012, with a yearly average of 4.7896%.  During 2013, the 28-day TIIE continued to decline, closing at 3.79% on December 31, 2013, with a yearly average of 3.97%.

 

Income Taxes

 

We recorded an income tax benefit of Ps. 134,876 thousand in 2013, as compared to an income tax expense of Ps. 288,172 thousand in 2012, principally as a result of a decrease in our net deferred income tax liability from Ps. 156,169 thousand in 2012 to a net deferred income tax asset of Ps. 247,938 thousand in 2013 as a result of the repeal of the Business Flat Tax and a new statutory tax rate in October 2013.  See “Item 5.  Operating and Financial Review and Prospects—Recent Developments—Tax Reform Effects.”  As a result of the repeal of the Business Flat Tax, we eliminated our deferred Business Flat Tax liability; and we were able to recognize an additional benefit for recoverable tax on assets, as the shift from Business Flat Tax payment to an Corporate Income Tax payment will result in our ability to recover a portion of tax on assets paid in prior years.

 

Our current income tax increased from Ps. 245,885 to Ps. 267,928 as a result of an increase in taxable income in 2013.

 

The decrease in our net deferred tax liability resulted principally from the repeal of the Business Flat Tax in October 2013.

 

Our effective tax rate was 26.0% in 2012 and (12.6%) in 2013.  The effective tax rates in 2013 and 2012 differed from the statutory rate of 30% principally as a result of the effect of the tax reform under which we eliminated existing deferred Business Flat Tax liabilities as well as recognized a deferred Corporate Income Tax asset for taxes on assets paid in prior years for which we now anticipate we will be able to recover such benefits.  Inflationary effects also impacted our effective tax rate, resulting in a lower effective tax rate.

 

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Net Income and Comprehensive Income

 

Our net income increased by 46.7% from Ps. 819,088 thousand in 2012 to Ps. 1,201,364 thousand in 2013.  Comprehensive income increased by 47.9% from Ps. 811,165 thousand in 2012 to Ps. 1,199,356 thousand in 2013.  Earnings per share were Ps. 3.01, and earnings per ADS were Ps. 24.05.

 

Results of Operations for the Year Ended December 31, 2012, Compared to the Year Ended December 31, 2011.

Consolidated Revenues

Total revenues for 2012 were Ps. 3,141,338 thousand, 12.6% higher than the Ps. 2,789,711 thousand recorded in 2011, primarily as a result of an increase in both aeronautical and non-aeronautical

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revenues.  The sum of aeronautical and non-aeronautical revenues in 2012 increased by 14.7% as compared to 2011.

Aeronautical revenues increased by 13.9% to Ps. 2,130,663 thousand in 2012, as compared to Ps. 1,870,177 thousand in 2011, due primarily to an increase in revenues from passenger charges from Ps. 1,516,749 thousand in 2011 to Ps. 1,751,870 thousand in 2012.  This increase in passenger charges was attributable to a 7.0% increase in passenger traffic from 12.0 million in 2011 to 12.8 million in 2012.  Aeronautical revenues per workload unit in 2012 were Ps. 157.9 compared to Ps. 147.7 in 2011, an increase of 6.9%.

Non-aeronautical revenues increased by 17.0% from Ps. 588,671 thousand in 2011 to Ps. 688,957 thousand in 2012, due primarily to revenues from our checked baggage-screening service, which has been operating since March 1, 2012 and amounted to Ps. 25,820 thousand in 2012, as well as revenues from hotel services, which increased by 11.5% to Ps. 158,477 thousand in 2012 from Ps. 142,098 thousand in 2011, car parking services, which increased by 9.6% to Ps. 124,300 thousand in 2012 from Ps. 113,428 thousand in 2011, the leasing of space, which increased by 14.5% to Ps. 58,692 thousand in 2012 from Ps. 51,249 thousand in 2011, and advertising, which increased by 9.4% to Ps. 82,494 thousand in 2012 from Ps. 75,403 thousand in 2011.  Non-aeronautical revenues per terminal passenger increased by 9.4%, from Ps. 50.0 in 2011 to Ps. 54.7 in 2012, due primarily to the development and implementation of commercial and diversification initiatives.

Revenues from construction services in 2012 were Ps. 321,718 thousand, a decrease of 2.8% from Ps. 330,863 thousand recognized in 2011, as a result of a decrease in investments in improvements of concession assets.

Revenues by Segment

On an airport-by-airport basis, the principal contributors to revenues in 2012 were the Monterrey airport (Ps. 1,354,476 thousand), the Culiacán airport (Ps. 286,983 thousand), the Chihuahua airport (Ps. 193,040 thousand), the Mazatlán airport (Ps. 168,901 thousand), the Ciudad Juárez airport (Ps. 158,792 thousand) and the Acapulco airport (Ps. 137,888 thousand).

Metropolitan Destination

At the Monterrey airport, aeronautical revenues increased by 17.3% from Ps. 843,773 thousand in 2011 to Ps. 989,976 thousand in 2012, due primarily to a 9.4% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 16.5% from Ps. 250,719 thousand in 2011 to Ps. 292,169 thousand in 2012, due primarily to a 13.6% increase in car parking revenues, a 23.7% increase in revenues from cargo activities and a 23.4% increase in revenues from third-party food and beverage operations as a result of the opening of new restaurants.  The sum of aeronautical and non-aeronautical revenues increased by 17.1% from Ps. 1,094,492 thousand in 2011 to Ps. 1,282,145 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 7.8% from Ps. 180.9 in 2011 to Ps. 195.1 in 2012, principally due to an increase in revenues from passenger charges.

Tourist Destinations

At the Acapulco airport, aeronautical revenues decreased by 4.0% from Ps. 103,695 thousand in 2011 to Ps. 99,498 thousand in 2012, due primarily to an 8.3% decrease in terminal passenger traffic.  Non-aeronautical revenues decreased by 14.8% from Ps. 21,986 thousand in 2011 to Ps. 18,725 thousand in 2012, due primarily to the decrease in terminal passenger traffic.  The sum of aeronautical and non-aeronautical revenues decreased by 5.9% from Ps. 125,681 thousand in 2011 to Ps. 118,223 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 2.7% from

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Ps. 209.3 in 2011 to Ps. 214.9 in 2012, principally due to a decrease in workload units and a decrease in revenues from passenger charges.

At the Mazatlán airport, aeronautical revenues decreased by 0.5% from Ps. 122,733 thousand in 2011 to Ps. 122,061 thousand in 2012, due primarily to a 7.3% decrease in terminal passenger traffic.  Non-aeronautical revenues decreased by 4.2% from Ps. 36,440 thousand in 2011 to Ps. 34,900 thousand in 2012, due primarily to a 11.6% decrease in time share-related revenues as a result of the termination of lease agreements by certain time-share vendors.  The sum of aeronautical and non-aeronautical revenues decreased by 1.4% from Ps. 159,173 thousand in 2011 to Ps. 156,961 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.3% from Ps. 217.2 in 2011 to Ps. 230.9 in 2012, principally due to an increase in revenues from passenger charges despite the decrease in terminal passenger traffic and a decrease in workload units.

At the Zihuatanejo airport, aeronautical revenues increased by 15.5% from Ps. 77,611 thousand in 2011 to Ps. 89,602 thousand in 2012, due primarily to a 19.9% increase in passenger charges, despite a 4.7% decrease in terminal passenger traffic.  Non-aeronautical revenues decreased by 0.8% from Ps. 17,537 thousand in 2011 to Ps. 17,401 thousand in 2012, due primarily to a 30.0% decrease in car rental revenues and an 18.1% decrease in food and beverage revenues, which were offset by a 661.4% increase in passenger services revenues as a result of improved and expanded passenger services and a 7.9% increase in advertising revenues.  The sum of aeronautical and non-aeronautical revenues increased by 12.5% from Ps. 95,148 thousand in 2011 to Ps. 107,003 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 17.9% from Ps. 197.3 in 2011 to Ps. 232.6 in 2012, principally due to an increase in revenues from passenger charges and a decrease in workload units.

Regional Destinations

At the Chihuahua airport, aeronautical revenues increased by 13.6% from Ps. 122,508 thousand in 2011 to Ps. 139,127 thousand in 2012, due primarily to a 9.3% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 9.4% from Ps. 24,910 thousand in 2011 to Ps. 27,259 thousand in 2012, due primarily to a 17.6% increase in revenues from the leasing of space, a 13.7% increase in advertising revenues as a result of an increase in alternative advertising, including car exhibitions, kiosks and wall advertising, and a 3.6% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 12.9% from Ps. 147,418 thousand in 2011 to Ps. 166,386 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.7% from Ps. 177.7 in 2011 to Ps. 184.3 in 2012, principally due to an increase in revenues from passenger charges.

At the Culiacán airport, aeronautical revenues increased by 15.4% from Ps. 168,427 thousand in 2011 to Ps. 194,285 thousand in 2012, due primarily to a 9.1% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 12.7% from Ps. 23,614 thousand in 2011 to Ps. 26,605 thousand in 2012, due primarily to a 101.1% increase in revenues from the leasing of space, a 37.4% increase in car rental revenues as a result of the increase of car rental counters and a 7.6% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 15.0% from Ps. 192,041 thousand in 2011 to Ps. 220,890 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 5.7% from Ps. 173.4 in 2011 to Ps. 183.3 in 2012, principally due to an increase in revenues from passenger charges.

At the Durango airport, aeronautical revenues increased by 17.4% from Ps. 38,390 thousand in 2011 to Ps. 45,051 thousand in 2012, due primarily to a 6.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 11.2% from Ps. 6,046 thousand in 2011 to Ps. 6,723 thousand in 2012, due primarily to a 78.5% increase in a revenues from the leasing of space and a 532.2% increase in communications revenues as a result of the installation of wireless internet technology for passenger use.  The sum of aeronautical and non-aeronautical revenues increased by 16.5% from Ps. 44,436 thousand in

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2011 to Ps. 51,774 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 9.2% from Ps. 194.3 in 2011 to Ps. 212.1 in 2012, principally due to an increase in revenues from passenger charges.

At the San Luis Potosí airport, aeronautical revenues increased by 22.1% from Ps. 51,845 thousand in 2011 to Ps. 63,281 thousand in 2012, due primarily to a 9.0% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 15.1% from Ps. 12,018 thousand in 2011 to Ps. 13,836 thousand in 2012, due primarily to a 20.4% increase in advertising revenues as a result of an increase in local advertising, a 23.0% increase in car rental revenues and a 8.5% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 20.8% from Ps. 63,863 thousand in 2011 to Ps. 77,117 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 14.2% from Ps. 122.3 in 2011 to Ps. 139.6 in 2012, principally due to an increase in revenues from passenger charges.

At the Tampico airport, aeronautical revenues increased by 13.3% from Ps. 92,958 thousand in 2011 to Ps. 105,275 thousand in 2012, due primarily to an 8.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 18.7% from Ps. 12,587 thousand in 2011 to Ps. 14,938 thousand in 2012, due primarily to a 25.8% increase in advertising revenues as a result of an increase in local advertising, a 15.6% increase in car rental revenues and a 45.9% increase in time-share-related revenues.  The sum of aeronautical and non-aeronautical revenues increased by 13.9% from Ps. 105,545 thousand in 2011 to Ps. 120,213 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 4.8% from Ps. 191.1 in 2011 to Ps. 200.2 in 2012, principally due to an increase in revenues from passenger charges.

At the Torreón airport, aeronautical revenues increased by 17.2% from Ps. 65,984 thousand in 2011 to Ps. 77,305 thousand in 2012, due primarily to a 10.5% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 15.6% from Ps. 11,471 thousand in 2011 to Ps. 13,259 thousand in 2012, due primarily to an increase in revenues from food and beverage services as a result of the opening of a new restaurant and a 15.1% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 16.9% from Ps. 77,455 thousand in 2011 to Ps. 90,564 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 6.1% from Ps. 202.3 in 2011 to Ps. 214.7 in 2012, principally due to an increase in revenues from passenger charges.

At the Zacatecas airport, aeronautical revenues increased by 14.5% from Ps. 44,698 thousand in 2011 to Ps. 51,177 thousand in 2012, due primarily to a 6.9% increase in terminal passenger traffic. Non-aeronautical revenues increased by 2.8% from Ps. 6,528 thousand in 2011 to Ps. 6,713 thousand in 2012, due primarily to a 304.3% increase in revenues from telecommunication services as a result of the installation of wireless internet technology for passenger use and a 9.9% increase advertising revenues as a result of an increase in local advertising.  The sum of aeronautical and non-aeronautical revenues increased by 13.0% from Ps. 51,226 thousand in 2011 to Ps. 57,890 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit at the Zacatecas airport increased by 6.6% from Ps. 204.4 in 2011 to Ps. 217.9 in 2012, principally due to an increase in revenues from passenger charges.

Border Destinations

At the Ciudad Juárez airport, aeronautical revenues increased by 8.9% from Ps. 101,423 thousand in 2011 to Ps. 110,444 thousand in 2012, due primarily to a 3.9% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 12.1% from Ps. 18,345 thousand in 2011 to Ps. 20,563 thousand in 2012, due primarily to a 5.4% increase in car parking revenues, a 19.0% increase in advertising revenues as a result of an increase in alternative advertising, including kiosk exhibitions, and a 363.9% increase in time-share-related revenues from time-share vendors to whom we rent space in our airports.

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The sum of aeronautical and non-aeronautical revenues increased by 9.4% from Ps. 119,768 thousand in 2011 to Ps. 131,007 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 4.8% from Ps. 171.1 in 2011 to Ps. 179.3 in 2012, principally due to an increase in revenues from passenger charges.

At the Reynosa airport, aeronautical revenues increased by 48.7% from Ps. 36,132 thousand in 2011 to Ps. 53,719 thousand in 2012, due primarily to a 39.9% increase in terminal passenger traffic.  Non-aeronautical revenues increased by 23.4% from Ps. 6,601 thousand in 2011 to Ps. 8,143 thousand in 2012, due primarily to a 23.2% increase in car parking revenues.  The sum of aeronautical and non-aeronautical revenues increased by 44.8% from Ps. 42,733 thousand in 2011 to Ps. 61,862 thousand in 2012.  The sum of aeronautical and non-aeronautical revenues per workload unit increased by 3.5% from Ps. 194.2 in 2011 to Ps. 201.0 in 2012, principally due to an increase in revenues from passenger charges.

Hotel

At our hotel, total revenues increased by 11.5% from Ps. 142,098 thousand in 2011 to Ps. 158,477 thousand in 2012, due primarily to an increase in the annual average rate per room from Ps. 1,321 in 2011 to Ps. 1,478 in 2012, which more than offset the impact of a decrease in the annual average occupancy rate from 82.8% in 2011 to 79.3% in 2012.

Operating Results

Cost of Services

Our cost of services increased by 8.7% from Ps. 603,900 thousand in 2011 to Ps. 656,217 thousand in 2012, mainly as a result of increases in maintenance costs (from Ps. 72,325 thousand in 2011 to Ps. 91,817 thousand in 2012), security and insurance (from Ps. 100,594 thousand in 2011 to Ps. 133,580 thousand in 2012) and cost of services for the Terminal 2 NH Hotel (from Ps. 23,656 thousand in 2011 to Ps. 28,220 thousand in 2012).  As a percentage of the sum of aeronautical and non-aeronautical revenues, cost of services decreased from 24.7% in 2011 to 23.3% in 2012, mainly reflecting a decrease in allowance for doubtful accounts.

Administrative Expenses

Our administrative expenses increased by 5.3% from Ps.  434,531 thousand in 2011 to Ps. 457,749 thousand in 2012, due primarily to fees for studies conducted in anticipation of our ICAO certification, as well as studies conducted to evaluate diversification activities.

Technical Assistance Fee and Concession Tax

Our technical assistance fee increased by 22.1% from Ps. 55,150 thousand in 2011 to Ps. 67,365 thousand in 2012, reflecting an increase in profitability in 2012.  Our concession tax increased by 18.1% from Ps. 115,979 thousand in 2011 to Ps. 137,028 thousand in 2012, reflecting an increase in revenues in 2012.

Depreciation and Amortization

Our 13.2% increase in depreciation and amortization, from Ps. 165,088 thousand in 2011 to Ps. 186,803 thousand in 2012, was principally due to improvements to our concession assets.

Income from Operations

On a consolidated basis, our operating income increased by 26.2% from Ps. 919,268 thousand during 2011 to Ps. 1,160,174 thousand in 2012, due primarily to Ps. 360,772 thousand of additional

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aeronautical and non-aeronautical revenues.  Our operating margin increased from 33.0% in 2011 to 36.9% in 2012 and, considering only the sum of our aeronautical and non-aeronautical revenues, from 37.4% in 2011 to 41.2% in 2012.

Operating Income by Segment

The figures presented in this section take into account the intercompany transactions described above under “—Operating Results—Solidarity Fees.”  In addition, the operating cost amounts exclude construction costs, which have been eliminated together with construction revenues.

On an airport-by-airport basis, the principal contributors to our operating income in 2012 were the Monterrey airport (Ps. 206,142 thousand), the Culiacán airport (Ps. 35,539 thousand), the Chihuahua airport (Ps. 26,427 thousand), the Mazatlán airport (Ps. 25,130 thousand), the Ciudad Juárez airport (Ps. 20,756 thousand) and the Acapulco airport (Ps. 20,310 thousand).

Metropolitan Destination

Operating income for the Monterrey airport increased from Ps. 108,933 thousand in 2011 to Ps. 206,142 thousand in 2012, due primarily to a 17.1% increase in the sum of aeronautical and non-aeronautical revenues, which outpaced a 9.2% increase in operating costs.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. 29,365 thousand in 2011 to Ps. 55,770 thousand in 2012 due to increased maintenance requirements, a 5.6% increase in the airport’s solidarity fee as a result of the increase in revenues, an increase from Ps. 12,208 thousand to Ps. 17,635 thousand in administrative expenses, mainly as a result of an increase of Ps. 2,500 thousand in the provision for minor legal proceedings with commercial tenants relating to their lease agreements, a 21.3% increase in insurance costs and a 21.4% increase in concession fees paid because of the increase in revenues.

Tourist Destinations

Operating income for the Acapulco airport increased from Ps. (789 thousand) in 2011 to Ps. 20,310 thousand in 2012, due primarily to a 22.6% decrease in operating costs, which outpaced a 5.9% decrease in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 26,307 thousand in 2011 to Ps. 10,288 thousand in 2012 due to decreased maintenance requirements and a 43.7% decrease in the airport’s solidarity fee as a result of the decrease in revenues and a decrease in operating costs before the solidarity fee.

Operating income for the Mazatlán airport increased from Ps. 6,609 thousand in 2011 to Ps. 25,130 thousand in 2012, due primarily to a 13.6% decrease in operating costs, which outpaced a 1.4% decrease in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 20,224 thousand in 2011 to Ps. 6,583 thousand in 2012 due to decreased maintenance requirements and an 11.8% decrease in the airport’s solidarity fee as a result of the decrease in revenues.

Operating income for the Zihuatanejo airport decreased from Ps. 26,139 thousand in 2011 to Ps. 16,154 thousand in 2012, due primarily to a 30.4% increase in operating costs, which outpaced a 12.5% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (9,270 thousand) in 2011 to Ps. 6,360 thousand in 2012 due to increased maintenance requirements.

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Regional Destinations

Operating income for the Chihuahua airport increased from Ps. 8,444 thousand in 2011 to Ps. 26,427 thousand in 2012, due primarily to a 12.9% increase in the sum of aeronautical and non-aeronautical revenues, which outpaced a 0.7% increase in operating costs.  The increase in operating costs mainly reflected a 16.6% increase in administrative expenses as a result of a 24.2% increase in insurance costs and a 20.8% increase in concession fees paid because of the increase in revenues, which more than offset a 5.5% decrease in the airport’s solidarity fee as a result of an increase in operating costs before the solidarity fee.

Operating income for the Culiacán airport increased from Ps. (8,208 thousand) in 2011 to Ps. 35,539 thousand in 2012, due primarily to a 7.4% decrease in operating costs and a 15.0% increase in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 44,969 thousand in 2011 to Ps. 7,561 thousand in 2012 due to decreased maintenance requirements.

Operating income for the Durango airport increased from Ps. (1,218 thousand) in 2011 to Ps. 8,481 thousand in 2012, due primarily to a 5.2% decrease in operating costs and a 16.5% increase in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 11,353 thousand in 2011 to Ps. 7,152 thousand in 2012 due to decreased maintenance requirements.

Operating income for the San Luis Potosí airport increased from Ps. (2,373 thousand) in 2011 to Ps. 12,447 thousand in 2012, due primarily to a 20.8% increase in the sum of aeronautical and non-aeronautical revenues and a 2.4% decrease in operating costs.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 24,256 thousand in 2011 to Ps. 7,419 thousand in 2012 due to decreased maintenance requirements.

Operating income for the Tampico airport increased from Ps. (213 thousand) in 2011 to Ps. 19,068 thousand in 2012, due primarily to a 4.4% decrease in operating costs and a 13.9% increase in the sum of aeronautical and non-aeronautical revenues.  The decrease in operating costs mainly reflected a decrease in the major maintenance provision from Ps. 25,829 thousand in 2011 to Ps. 9,914 thousand in 2012 due to decreased maintenance requirements.

Operating income for the Torreón airport decreased from Ps. 33,775 thousand in 2011 to Ps. 15,283 thousand in 2012, due primarily to a 72.3% increase in operating costs, which outpaced a 16.9% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (18,536 thousand) in 2011 to Ps. 13,919 thousand in 2012 due to increased maintenance requirements.

Operating income for the Zacatecas airport decreased from Ps. 24,822 thousand in 2011 to Ps. 9,509 thousand in 2012, due primarily to an 83.2% increase in operating costs, which outpaced a 13.0% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (12,243 thousand) in 2011 to Ps. 5,929 thousand in 2012 due to increased maintenance requirements.

Border Destinations

Operating income for the Ciudad Juárez airport decreased from Ps. 34,634 thousand in 2011 to Ps. 20,756 thousand in 2012, due primarily to a 29.5% increase in operating costs, which outpaced a 9.4% increase in the sum of aeronautical and non-aeronautical revenues.  The increase in operating costs mainly reflected an increase in the major maintenance provision from Ps. (4,736 thousand) in 2011 to Ps. 12,701

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thousand in 2012 due to increased maintenance requirements and an 18.5% increase in administrative expenses due to higher maintenance charges related mainly to maintenance of the terminal building.

Operating income for the Reynosa airport increased from Ps. 573 thousand in 2011 to Ps. 9,888 thousand in 2012, due primarily to a 44.8% increase in the sum of aeronautical and non-aeronautical revenues, which outpaced a 23.3% increase in operating costs.  The increase in operating costs mainly reflected a 62.2% increase in the airport’s solidarity fee as a result of the increase in revenues and a decrease in operating costs before the solidarity fee.

Hotel

Operating income for our hotel increased from Ps. 32,571 thousand in 2011 to Ps. 39,218 thousand in 2012, due primarily to a 11.5% increase in revenues due to a higher average rate per room.

Exchange Gain (Loss)

We had a net exchange gain in 2012 of Ps. 23,168 thousand, as compared to a loss of Ps. 38,766 thousand in 2011, due primarily to the appreciation of the peso and despite a 38.0% increase in dollar-denominated liabilities.  The exchange rate used to convert our dollar-denominated liabilities from pesos to U.S. dollars was Ps. 12.86 to U.S.$ 1.00 as of December 31, 2012 and Ps. 13.99 to U.S.$ 1.00 as of December 31, 2011.

Net Interest Expense

Our net interest expense decreased 7.6% from Ps. 82,352 thousand in 2011 to Ps. 76,082 thousand in 2012, due primarily to a 1.2% decrease in long-term debt from Ps. 1,528,895 thousand in 2011 to Ps. 1,505,141 thousand in 2012 and lower interest rates during 2012 compared to 2011.  84.2% of our long-term debt has a floating interest rate based on 28-day TIIE.  During 2011, the 28-day TIIE consistently declined, from 4.8750% on January 1, 2011 to 4.7900% on December 30, 2011, with a yearly average of 4.8231%.  During 2012, the 28-day TIIE continued to decline until April, reaching 4.7175%, and it increased for the remainder of the year, closing at 4.8450% on December 31, 2012, with a yearly average of 4.7896%.

Income Taxes

We recorded an income tax expense of Ps. 288,172 thousand in 2012, as compared to Ps. 182,070 thousand in 2011, principally as a result of an increase in our deferred tax liability from Ps. 122,826 thousand in 2011 to Ps. 156,169 thousand in 2012, in addition to an increase in current Corporate Income Tax from Ps. 201,263 thousand in 2011 to Ps. 245,885 thousand in 2012 and an increase in current Business Flat Tax from Ps. 11,544 thousand in 2011 to Ps. 5,553 thousand in 2012.

The increase in current Corporate Income Tax from 2011 to 2012 resulted from an increase in taxable income in 2012.

The increase in our net deferred tax liability resulted principally from the decrease of tax loss carryforwards, a decrease in provisions and reserves that generate deductible temporary differences, which were offset by decreases in the investments in our intangible assets associated with our airport concessions, as well as fixed assets and an increase in Business Flat Tax credits from 2012 compared to 2011.

Our effective tax rate was 22.8% in 2011 and 26.03% in 2012.  The effective tax rates in 2012 and 2011 differed from the statutory rate of 30% as a result of permanent differences, mainly non-deductible expenses, and effects of inflation for tax purposes as well as changes in the value of tax loss

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carryforwards and projections associated with the tax regime to which we expect our individual airports to be subject in the future (Corporate Income Tax or Business Flat Tax).

Net Income

Our net income increased by 33.0% from Ps. 616,080 thousand in 2011 to Ps. 819,088 thousand in 2012.  Earnings per share were Ps. 2.0501, and earnings per ADS were Ps. 16.4010.

Liquidity and Capital Resources

 

Sources of Liquidity

 

Historically, we covered all of our liquidity needs, including our obligations under the master development programs, with cash flows generated by the operations of our subsidiaries and incurred no significant debt.  In the past fivesix years, we have changed our strategy to financing our operations and have incorporated debt as a means to make strategic capital investments.  In the future, we hope to continue covering our liquidity needs with cash flows generated by the operations of our subsidiaries, with a reduction of costs and operational improvements to maximize profitability, and with the incurrence of additional debt to finance expenditures pursuant to our master development program obligations, other capital expenditures and working capital, to make our capital structure more efficient.  In our opinion, our working capital is sufficient for our present requirements.  For a discussion on our master development program obligations, see “Item 4.  Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

 

Pursuant to our master development program, in 2014 and 2015, we anticipate investing Ps. 1,179,867658,067 thousand and Ps. 372,112 thousand respectively as follows:follows :

 

CommittedExpected Investments Under Master Development Programs by Category
for 2014 through 2015

 

 

 

2014

 

2015

 

 

 

(thousands of pesos)

Terminals

 

46,358

 

71,495

 

Runways and aprons

 

225,519

 

155,556

 

Machinery and equipment

 

287, 324

 

54,084

 

Baggage-screening system – investments

 

175,964

 

55,176

 

Security – investments

 

296,582

 

20,845

 

Other

 

148,120

 

14,956

 

Total

 

1,179,867

 

372,112

 

2015

(thousands of pesos)

Terminals

221,102

Runways and aprons

18,935

Machinery and equipment

111,158

Security – investments

207,101

Other

99,771

Total

658,067

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Our committed investments pursuant to our master development programs for 2015 amounted to Ps. 388,695 thousand, and in 2015, we expect to invest Ps. 658,067 thousand corresponding to our committed investments for 2015 and other investments from previous periods in the current master development programs.  Our committed investment for 2015 includes the amount of land recognized as a cost recovery as approved by the Mexican Bureau of Civil Aviation on December 4, 2012, corresponding to 2015 for an amount of Ps. 156,197 thousand (amounts expressed in pesos as of December 31, 2014). See “Item 4. Information on the Company—Master Development Programs and Capital Expenditures” and “Item 3. Key Information—Risk Factors—Risks Related to Our Operations—Our ability to expand certain of our airports and to comply with applicable safety guidelines could be limited by difficulties we encounter in acquiring additional land on which to operate our airports.”

 

Cash Flows

 

Our treasury monitors cash flows on a daily, monthly and annual basis to plan and determine the management, sources and uses of resources, as well as to meet our capital and debt service obligations at all times, and to improve our working capital and capital structure.

 

As of December 31, 2011, 2012, 2013 and 2013,2014, we had Ps. 523,6341,152,433 thousand, Ps. 1,152,4331,534,006 thousand and Ps. 1,534,0062,808,149 thousand, respectively, of cash and cash equivalents, of which 3.6%9.6%, 9.6%1.5% and 1.5%1.3%, respectively, was denominated in U.S. dollars.  We invested these resources in financial instruments in accordance with our investment policy.

 

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TableIn 2014, we generated Ps. 1,610,772 thousand in cash flows from operating activities of Contentswhich 1,881,402 thousand was directly from operating activities and was offset mainly by Ps. 161,758 thousand of income tax paid, Ps. 219,680 thousand of major maintenance expenses and Ps. 89,826 thousand of taxes and other liability payments. Our cash flow used in investing activities was Ps. 371,844 thousand, mainly with respect to investments in our concessions and our cash flow received in financing activities was Ps. 35,215 thousand, mainly for the issuance of the Ps. 3,000,000 thousand principal amount long-term bonds issued in the Mexican market, offset by Ps. 2,349,961 thousand in debt repayments and Ps. 1,188,581 thousand in capital reimbursements.

 

In 2013, we generated Ps. 1,005,246 thousand in cash flows from operating activities of which Ps. 1,636,236 thousand was directly from operating activities and was offset mainly by Ps. 275,701 thousand of income tax paid, Ps. 228,849 thousand of major maintenance expenses and Ps. 133, 557133,557 thousand of taxes and other liabilities payments. Our cash flow used in investing activities was Ps. 270,880 thousand, mainly with respect to investments in our concessions and our cash flow used in financing activities was Ps. 352,793 thousand, mainly for the distribution of Ps. 1,196,912 thousand in capital reimbursements and Ps. 1,485,538 thousand in payment of debt, offset by proceeds from long-term debt of Ps. 2,497,524 thousand.

 

In 2012, we generated Ps. 1,260,415 thousand in cash flows from operating activities of which Ps. 1,509,351 thousand was directly from operating activities and was offset mainly by Ps. 213,907 thousand of income tax paid and Ps. 201,970 thousand of major maintenance expenses.  Our cash flow used in investing activities was Ps. 393,884 thousand, and our cash flow used in financing activities was Ps. 237,730 thousand, mainly for the payment of Ps. 500,000 thousand in capital reimbursements and Ps. 198,344 thousand in dividends, as well as the payment of debt and interests from our outstanding debt.

 

In 2011, we generated Ps. 749,144 thousand in cash flows from operating activities of which Ps. 1,256,196 thousand was directly from operating activities and was offset mainly by Ps. 148,341 thousand of income tax paid and Ps. 316,922 thousand of major maintenance expenses.  Our cash flow used in investing activities was Ps. 454,475 thousand, and our cash flow used in financing activities was Ps. 83,873 thousand, mainly for payments of dividends totaling Ps. 399,076 thousand, payments of debt and the reacquisition of certain of our shares in an aggregate amount of Ps. 7,589 thousand.

Indebtedness

 

Short-Term Indebtedness

 

On March 21, 2013, we issued Ps. 100,000 thousand in 28-day peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market at a weighted discount rateSecurities.  The

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proceeds from this issuance are expected to bewere used for working capital and for general corporate purposes.  We expectcontinued to renew this short-term issuance after each maturity.  This issuance ismaturity until July 3, 2014, when we performed our last renewal for an amount of Ps. 100,000 thousand at an interest rate of 3.12%.  These issuances were part of a Ps. 200,000 thousand unsecured commercial paper program.  The program received ratings of mx A 1+ by Standard & Poor’s and F1+ (mex) by Fitch Ratings.

 

As of December 31, 2013,2014, we had lines of credit available for short-term issuances totaling Ps. 1,150,0001,200,000 thousand.

 

Long-Term Indebtedness

 

On March 26, 2013, we issued Ps. 1,500,000 thousand in 10-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities and trade on the Mexican market pursuant to an indenture into which we entered in 2011.  Interest payments are made on a semiannual basis at a fixed annual interest rate of 6.47%.  The principal amount will be repaid at maturity on March 14, 2023.  In connection with the issuance of these notes, a pledge was established on the Acapulco, Ciudad Juárez, Culiacan, Chihuahua, Mazatlan,Mazatlán, Monterrey, Tampico, TorréonTorreón and Zihuatanejo airports.  The net proceeds from the placement were used to prepay existing debt and are being used to fund committed investments under the master development programs for our 13 airports, as well as for strategic investments.  The notes received ratings of mxAA+ by Standard and Poor’s and AA+

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(mex) by Fitch Ratings.  The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2013 Indenture”) are described below.

 

Covenants

 

·                 We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

 

·                 We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for priorities established by the operation of law.

 

·                 In the event of a Change of Control (as defined in the 2013 Indenture), we will be obligated to perform and initiate, through the Mexican Stock Exchange, a public offer to purchase with respect to the notes no more than 15 business days after the occurrence of such Change of Control.  We shall offer, and the holders will have the right to accept, the repurchase of the notes in circulation in exchange for a price equal to 101% of the nominal value of the notes plus the interest accrued and not paid through the date of repurchase.

 

·                 We cannot merge, divide, dissolve or liquidate, nor can we permit any of our subsidiaries to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, (ii) mergers in which the entity created by the merger assumes our obligations, (iii) mergers that do not imply a Change in Control or (iv) dissolutions and liquidations of subsidiaries that we consider advantageous in making our corporate structure more efficient and that do not directly result in an event of default.

 

·                 We cannot sell, rent or otherwise dispose of Important Assets (as defined in the 2013 Indenture) (including the share capital of any subsidiary), nor permit that our subsidiaries do so, except for (i) sales in the ordinary course of business, (ii) sales of obsolete or discontinued equipment and (iii) sales between subsidiaries or between us and our subsidiaries.

 

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·                 We cannot incur nor permit our subsidiaries to incur any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in the same manner.

 

Events of Default

 

·                 If we stop paying interest within three business days following a payment date.

 

·                 If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect, and such information is not corrected within 15 business days from the date on which any responsible officer had knowledge of such a situation.

·If we or our subsidiaries breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach if the obligations are not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

·If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries, or if, for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable

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resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

·If we or our subsidiaries do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$ 10.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

·If we or any of our subsidiaries are declared to be in bankruptcy by a final and unappealable resolution or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

·If any definitive judicial resolution is issued against us or our subsidiaries that, individually or together, with any other definitive judicial resolution exceeds the amount of U.S.$ 10.0 million or its equivalent in other currencies and said amount was not paid or guaranteed within 30 calendar days.

·If we reject, question or dispute the validity or enforceability of the notes.

·If we do not begin or perform the repurchase offer when a Change of Control has occurred.

·If on the 30th day business day after the audited annual financial statements are available, the notes are not secured by guarantors that fulfill minimum requirements.

On July 15, 2011, we issued Ps. 1,300,000 thousand in 5-year peso-denominated notes (certificados bursátiles) that were registered with the Mexican National Registry of Securities (Registro Nacional de Valores) and traded on the Mexican market.  The interest rate on the notes is the 28-day TIIE plus 70 basis points.  We used the net proceeds of the offering to prepay existing debt.  The balance of the net proceeds was used to fund committed investments under our master development program for our 13 airports, as well as to make strategic investments.  The principal covenants and the events of default under the indenture (the “2011 Indenture”) pursuant to which these notes were issued are described below.

Covenants

·We will preserve our legal existence and that of our guarantors and will maintain an ongoing business.

·We will do what is necessary to ensure that our obligations under the notes constitute our direct and unsecured obligations and that they have the same priority of payment, in the case of bankruptcy, as the rest of its direct and unsecured obligations, except for preferences established by the operation of law.

·In the event of a Change of Control (as defined in the 2011 Indenture), we will be obligated to perform and initiate, through the Mexican Stock Exchange, a public offer to purchase with respect to the notes no more than 15 business days after the occurrence of such Change of Control.  We shall offer, and the holders will have the right to accept, the repurchase of the notes in circulation in exchange for a price equal to 101% of the nominal value of the notes plus the interest accrued and not paid through the date of repurchase.

·We cannot merge, divide, dissolve or liquidate, nor can we permit any of our subsidiaries to merge, divide, dissolve or liquidate, except for (i) mergers in which we or the subsidiary, as the case may be, is the surviving company, (ii) mergers in which the entity created by the merger assumes our obligations, (iii) mergers that do not imply a Change in Control or

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(iv) dissolutions and liquidations of subsidiaries that we consider advantageous in making our corporate structure more efficient and that do not directly result in an event of default.

·We cannot sell, rent or otherwise dispose of Important Assets (as defined in the 2011 Indenture) (including the share capital of any subsidiary), nor permit that our subsidiaries do so, except for (i) sales in the ordinary course of business, (ii) sales of obsolete or discontinued equipment and (iii) sales between subsidiaries or between us and our subsidiaries.

·We cannot incur, nor permit our subsidiaries to incur, any lien, except (i) if they are permitted liens or (ii) if, concurrently with the creation of any lien, we guarantee our obligations under the notes in the same manner.

·We will not permit our subsidiaries to incur additional debt, except in the following cases:  (i) debt incurred between our subsidiaries, (ii) debt incurred by the subsidiaries to us, (iii) debt incurred or to be incurred under the credit contracts with UPS Capital Business Credit for a total amount equivalent to up to U.S.$ 23.0 million or the equivalent in another currency, (iv) debt incurred with third parties (other than that mentioned in the item (iii)) up to an amount of U.S.$ 2.0 million or its equivalent in another currency, (v) debt repaid and secured by a specific asset or project, where the creditor does not have any recourse against us or any subsidiary, (vi) debt incurred by subsidiaries, which at the moment incurred, does not guarantee the notes, and (vii) debt incurred by subsidiaries that on August 23, 2013 were not subsidiaries.

Events of Default

·If we stop paying interest within three business days following a payment date.

·If we disclose financial, accounting or legal information to the public that is incorrect or false in any important respect and said information is not corrected within 15 business days from the date on which any responsible officer had knowledge of said situation.

 

·                 If we or our subsidiaries breach any of the obligations incurred with the issuance of notes, with the understanding that it is considered a breach if the obligations are not remedied within 30 calendar days of the date on which we receive a notification from the common representative of the holders in which the breach of obligation is specified.

 

·                 If the terms and conditions of the concessions are modified in such a manner that they limit or negatively and significantly affect the rights that they presently afford to us or to our subsidiaries, or if, for any reason, a governmental authority confiscates, rescues or seizes the installations and operations of an airport operated by us by means of a final and unappealable resolution or if a concession is revoked and terminated by means of a final and unappealable resolution.

 

·                 If we or our subsidiaries do not make a payment on a payment date of principal or interest of any important debt or if an event of default is declared with respect to any important debt that obligates us or our subsidiaries to pay an amount greater than U.S.$ 10.0 million or its equivalent in any other currency before such debt’s scheduled maturity.

 

·                 If we or any of our subsidiaries are declared to be in bankruptcy by a final and unappealable resolution or if we or any of our subsidiaries admit in writing to our inability to pay our debts by maturity.

 

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·                 If any definitive judicial resolution is issued against us or our subsidiaries that, individually or together, with any other definitive judicial resolution exceeds the amount of U.S.$ 10.0 million or its equivalent in other currencies and said amount was not paid or guaranteed within 30 calendar days.

 

·                 If we reject, question or dispute the validity or enforceability of the notes.

 

·                 If we do not begin or perform the repurchase offer when a Change of Control has occurred.

 

·If on the 30th day business day after the audited annual financial statements are available, the notes are not secured by guarantors that fulfill minimum requirements.

As of the date of this annual report, we were in compliance with these covenants, and no event of default had been triggered.

 

As of December 31, 2012, we, through seven of our airports, maintained lines of credit with UPS Capital Business Credit (guaranteedPrivate Export Funding Corporation (backed by Ex-Im Bank) for U.S.$ 20.4 million, pursuant to agreements dated October 15, 2010 and December 14, 2010, valid through December 21, 2021.  As of December 31, 2013,2014, the balance of credit was U.S.$ 14.312.4 million.  These lines of credit are guaranteed by

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checked-baggage inspection equipment acquired by the airports.  The interest rate is three-month LIBOR plus 125 basis points.

 

On September 19, 2012, we entered into a contract for a line of credit with UPS Capital Business Credit (guaranteed by Ex-Im Bank) for U.S.$ 4.5 million valid through August 1, 2017.  As of December 31, 2013,2014, the line of credit amounted to U.S.$ 2.01.4 million.  The line of credit is guaranteed by the Monterrey airport and the firefighting and checked-baggage inspection equipment acquired by the airports in 2011.  The interest rate is three-month LIBOR plus 95 basis points.

 

On April 11, 2014 we withdrew U.S.$ 3.1 million from a line of credit for rescue and firefighting equipment.  The line of credit is with UPS Capital Business Credit (guaranteed by Ex-Im Bank) and is valid through July 25, 2019.  As of December 31, 2014, the line of credit amounted to U.S.$ 2.7 million.  The line of credit is guaranteed by the firefighting equipment and the Acapulco, Chihuahua, Culiacan, San Luis Potosí, Zacatecas and Monterrey airports as primary obligors, jointly and severally, with respect to the payment of the principal and interest.  The interest rate is LIBOR plus 265 basis points.

 

On June 16, 2014, OMA issued Ps. 3,000,000 thousand in seven-year notes (certificados bursátiles) at a fixed rate of 6.85% that were registered with the Mexican National Registry of Securities.  The objectives of the issuance were to fix interest payments and to extend the maturity profile of debt by prepaying the Ps. 1,300,000 thousand in outstanding floating-rate notes issued under the 2011 Indenture, and to finance the master development programs and strategic investments. The floating-rate Ps. notes issued under the 2011 Indenture were paid on July 11, 2014.  The principal covenants and the events of default under the indenture pursuant to which these notes were issued (the “2014 Indenture”) are substantially similar to those under the 2013 Indenture.

Total Indebtedness

 

The following table sets forth our total indebtedness at the closing of each of the periods indicated:

 

As of December 31,

 

Indebtedness

 

 

Indebtedness

 

 

(in thousands of pesos)

 

 

(in thousands of pesos)

 

2011

 

Ps.

1,558,076

 

2012

 

2,088,209

 

 

Ps.          2,088,209

 

2013

 

3,103,535

 

 

3,103,535

 

2014

 

4,724,401

 

 

Derivative Financial Instruments

 

We entered into ISDA Master Agreements with Credit Suisse Group AG on November 14, 2013 and with HSBC México, S.A. de C.V., Institución de Banca Múltiple, on January 13, 2014 toAs of April 23, 2015, did not execute any operations with derivative financial instruments.  Weinstruments and we did not have a Derivative Financial Instruments Policy, which states that these instruments must not be used as a means of speculation, but rather, to hedge risks to maintain financial costs at a desired level.derivatives exposure.

 

Other Restrictions

 

As of December 31, 2013,2014, restrictions imposed by debt instruments did not have any impact on our ability to fulfill our capital and cash obligations.

 

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Principal Treasury Policies

 

The operation of the treasury is based on various policies, with which we were in compliance as of December 31, 2013.2014.  The most significant policies currently in effect are as follows:

 

Investments in Financial Instruments.  The Company shall invest its cash balance in a secure and diversified portfolio, including investments of varying terms and with multiple financial institutions, in accordance with the following:

 

·                 The Company shall invest in instruments with a minimum credit rating of MxAA (Mexico) from Standard & Poor’s or its equivalent from a recognized rating agency.

 

·                 The investment period shall never exceed 90180 days.

 

·                 No more than 50% of consolidated cash shall be invested in a single financial institution.

 

·                 The financial institution with which the investment is made shall be recognized in the Mexican market and registered with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”) and shall have had positive earnings for the past three years and a minimum credit rating of MxA (Mexico) from Standard & Poor’s or its equivalent from a recognized rating agency.

 

Indebtedness.  The Company shall comply with any debt restrictions established in its debt agreements or in related parties debt agreements that include any restriction on the Company’s debt level.

 

Derivative Financial Instruments.  The Company may only invest in derivative financial instruments that are strictly for coverage, with the objective of setting maximum financial costs and established on a national value.  The derivative financial investments shall be tested for effectiveness, the type of coverage shall be designated, and calculations of the Value at Risk or its equivalent will be validated with a third party.  The counterparty shall have a minimum risk rating of MxAA (Mexico) or AA (International) from Standard & Poor’s or the equivalent risk rating from a recognized rating agency.

 

Related-Party Transactions.  Related-party transactions shall be entered into on market terms in accordance with the opinion of an external expert.  Related-party transactions that that exceed Ps. 1,500 thousand in a single transaction or Ps. 10,000 thousand in a series of transactions shall be authorized by the Board of Directors.

 

Loans Between Affiliates.  Loans between affiliates shall only be vertical (from the holding company to its subsidiaries and from a subsidiary to the holding company) and never horizontal (between subsidiaries).  Such loans shall be made at market rates and within the parameters established in annual price and transfer studies.

 

Payment to Service Providers.  Payment to service providers shall be made within 30 calendar days after the date of receipt of the bill; provided that there may be special cases in which this period is shortened or lengthened.

 

Share Repurchase.  The Company carries out repurchases of its shares in compliance with various policies, including, but not limited to:  (i) being up-to-date on payment of cumulative dividends for Series BB shares, (ii) being up-to-date on payment of obligations derived from debt instruments registered with the Mexican National Registry of Securities, (iii) purchasing shares at

 

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market price, except with regard to public offerings or auctions authorized by the CNBV and (iv) ensuring that there are no relevant events that have not been disclosed to the investing public.

 

Principal Uses of Capital

 

Resources

 

Our capital resources are mainly used to comply with the master development programs (which include capital expenditures, major maintenance and other expenditures) and to invest in other capital expenditures necessary to accommodate the growth of our business.

 

The following table details our actual expenditures made during 2011, 2012, 2013 and 20132014 and their classification in our consolidated financial statements for such periods:

 

 

Year Ended December 31,

 

 

For the Year Ended December 31,

 

 

2011

 

2012

 

2013

 

 

2012

 

2013

 

2014

 

 

(in thousands of pesos)

 

 

(in thousands of pesos)

 

Capital expenditures pursuant to master development programs

 

330,863

 

321,718

 

352,688

 

 

321,718

 

352,688

 

307,327

 

Other capital expenditures

 

54,169

 

70,412

 

91,783

 

 

70,412

 

91,783

 

129,647

 

Total capital expenditures

 

385,032

 

392,130

 

444,471

 

 

392,130

 

444,471

 

436,432

 

Reductions to major maintenance provision

 

316,922

 

201,970

 

228,849

 

Expenditures made for major maintenance provision(2)

 

201,970

 

228,849

 

219,680

 

Other expenditures pursuant to master development programs

 

38,562

 

6,908

 

4,139

 

 

6,908

 

4,139

 

11,058

 

Expenditures pursuant to master development programs and other capital expenditures(1)

 

740,516

 

601,008

 

677,458

 

 

601,008

 

677,458

 

667,712

 

 

(1)          The amounts disclosed in this table refer to increases in our investments in capital assets and represent both actual cash expenditures and capital additions, which are included in our accounts payable as of the end of each period, as the cash required for the capital additions has not yet been expended.

 

(2)   Amounts represent cash outlays for major maintenance, which are provisioned in our major maintenance provision.

In 2014, we spent Ps. 436,432 thousand on capital expenditures, principally for terminal, runway and apron improvements and land.  In 2013, we spent Ps. 444,471 thousand on capital expenditures, principally for improvements related to our terminals, runways and aprons and machinery and equipment.  In 2012, we spent Ps. 392,130 thousand on capital expenditures, principally for improvements related to our terminals, machinery and equipment and runways and aprons.  In 2011, we spent Ps. 385,032 thousand on capital expenditures, principally for improvements related to our baggage-screening services and improvements to our terminals.

 

We currently intend to fund our commitments pursuant to the master development programs, other capital expenditures and working capital required by our business operations through cash flows generated from our operations and from current indebtedness and through the issuance of additional debt as deemed necessary by our management to comply with our obligations under the MDP.master development programs.  For a discussion on our master development program obligations, see “Item 4.  Information on the Company—Master Development Programs and Capital Expenditures—Revenue Regulation.”

 

Share Repurchase Program

 

On April 27, 2007, our shareholders approved the initial creation of a reserve of Ps. 400,000 thousand for our repurchase of Series B shares.  On April 14, 2011, April 18, 2012 and April 16, 2013 our shareholders authorized the use of an amount of up to Ps. 400,000 thousand for the operation of our share repurchase program during the year approved and until the next annual shareholders’ meeting.  On April 10, 2014, our shareholders authorized the use of an amount of up to Ps. 373,867 thousand for repurchases of Series B shares until the next annual shareholders’ meeting. On April 23, 2015, our shareholders authorized the use of an amount of up to Ps. 241,543 thousand for repurchases of Series B shares until the next annual shareholders’ meeting.

 

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Our share repurchase program started in October 2007.  The operation of our share repurchase program generates cash inflow and cash outflow depending on the nature of the transaction (buying or selling).  For the years ended December 31, 2011, 2012, 2013 and 2013,2014, the share repurchase program generated a cash outflow of Ps. 7,589 thousand, a cash inflow of Ps. 7,227 thousand, a cash outflow of Ps. 24,608 thousand and a cash outflow of Ps. 24,608154,499 thousand, respectively.  On December 31, 2011, 2012, 2013 and 2013,2014, the number of repurchased shares in treasury amounted to 1,151,300, 872,473, 1,440,783 and 1,440,783,4,620,150, respectively.  During 2013,2014, we bought 568,3103,179,367 shares and used Ps. 24,651 thousand of the authorized repurchase amount for this purpose.

On April 10, 2014, our shareholders authorized the use of an amount of up to Ps. 373,867 thousand for repurchases of Series B shares during the rest of 2014, and until our next annual shareholders’ meeting in 2015.

 

Critical Accounting Policies

 

We prepare consolidated financial statements in conformity with IFRS.  As such, we are required to make estimates, judgments and assumptions that affect (i) certain reported amounts of our assets and liabilities, (ii) the disclosure of our contingent assets and liabilities at the date of the financial statements, and (iii) certain reported amounts of revenues and expenses during the reporting period.  We base estimates and judgments on our historical experience and on various other reasonable factors that together form the basis for making judgments about the carrying values of our assets and liabilities.  Our actual results may differ from these estimates under different assumptions or conditions.  We evaluate our estimates and judgments on an ongoing basis.  Our significant accounting policies are described in Note 4 to our consolidated financial statements.  We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

 

Deferred Income Taxes

 

Through December 31, 2013,2012, we recognized the tax effects of both Corporate Income Tax and the Business Flat Tax by projecting the reversal date of their temporary differences and applying the tax rate expected to apply in each estimated period.  Based on financial projections made during the period in which we expected temporary differences to reverse at our individual subsidiaries, we calculated our deferred taxes in accordance with the tax we expected to pay in the future (either the Corporate Income Tax or the Business Flat Tax).  In December 2013, the Mexican government enacted tax reforms, which, among other things, included the elimination of the Business Flat Tax.  Accordingly, our deferred income taxes as of December 31, 2013 and 2014 were prepared taking into account that we will only be obligated to pay the Corporate Income Tax.

 

Additionally, the Company’s subsidiaries have tax loss carryforwards available to be amortized in addition to other deferred income tax assets for which we assess their recoverability.  We determine the recoverability of those assets based on our projections of future taxable income, which includes investments made under the master development programs to which we are subject, as well as the maximum rates that we are able to charge, as established by the Mexican government.

 

Investments

 

When we make an investment in another entity, we perform an analysis of the nature of our investment in order to determine if we exercise control, thereby consolidating the investment, if we exercise significant influence or joint control, thereby accounting for the investment as an equity method investment, or if we should account for the investment in another manner.  Such analysis is made based on a variety of factors, including actual and potential voting rights, control or influence through other contractual agreements, and any additional facts and circumstances that indicate that we possess the ability to direct, or have significant influence, over the relevant activities of the investment.

 

142Employee benefits

We provide defined benefit obligations to our employees, for which we recognize a related liability.  That obligation is discounted at a discount rate established by reference to year-end market rates

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referenced in government bonds.  An evaluation is performed by management to establish the criteria of the bonds that most closely reflect the terms of the employee benefit obligation in order to establish the appropriate discount rate to be applied to account for the obligation at its net present value.

 

Contingencies

 

We are subject to transactions or contingent events over which professional judgment is exercised in developing estimates of probability of occurrence of probable outflows associated with adverse outcomes.  The factors considered in these estimates are the legal merits of the case, as substantiated by the opinion of our legal advisors.

 

Estimates

 

Allowance for Doubtful Accounts

 

In order to estimate doubtful accounts receivable, among other elements, we consider the credit risk derived from the customer’s financial position and any significant collection delays based on historical experience.

 

Useful Lives of Long-Lived Assets

 

Our long-lived assets correspond to concessions granted by the Mexican government, represented as an intangible asset, and property and equipment, represented as tangible assets. We review the estimated useful lives, residual values and depreciation and amortization methods of tangible and intangible long-lived assets at the end of each reporting period.  The level of uncertainty associated with estimates of useful lives is mainly related to changes in the market conditions in which the tangible and intangible assets are used, as a result of changes in demand, prices or traffic volumes.well as utilization volumes and technological development.

 

Impairment in the Value of Long-LivedTangible and Intangible Assets Excluding Goodwill

 

AtOur management periodically evaluates the endimpairment of each reporting period, we review the carrying amounts of our tangible and intangiblelong-lived assets in order to determine whether there is an indicationevidence that those assets have suffered an impairment loss.  If there is any such indication, we calculateimpairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, (if any).  When itif any.  Our management considers that the aggregate of all airport concessions is not possible to estimate the recoverable amountan “independent cash generating unit,” as each of an individual asset, we estimate the recoverable amountour 13 airports formed part of the cash-generating unit to whichCentral-North package included in the asset belongs.  When a reasonable and consistent distribution can be identified, corporate assets are also allocated to individual cash-generating units or are otherwise assigned toMexican government’s original bidding process.  In accordance with the smallest group of cash-generating units that can be identified based on reasonable and consistent distribution.  We believe that each airport individually cannot be considered a “cash-generating unit” because the bidding for our concession was madeterms established by the Mexican government, as a 13-airport package, so concession holders are required to operate themeach of our 13 airports must be in operation, regardless of thetheir individual result.results and are therefore evaluated for impairment on a consolidated basis.  Our hotel segment is evaluated separately.  Considering the foregoing, thean evaluation of a likelythe existence of impairment indicators was made, and we concluded that no impairment indicators existed with consolidated figures.respect to the airport concessions.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

 

The recoverable amount is the higher of (i) the fair value less the cost of selling the assetcosts to sell and (ii) the value in use.  In assessing the value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate reflectingthat reflects current market assessments of the time value of money and the risks specific risks ofto the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating(or cash-generating unit) is reduced to its recoverable amount.  An impairment loss is recognized immediately in profit or loss.

 

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In our analysis of impairment indicators, we identified indicators of a potential impairment in the Terminal 2 NH Hotel investment. After the analysis, we determined that the Terminal 2 NH Hotel was impaired and therefore did not record any impairment loss during the period.  The Company has not recorded an impairment loss for any periods presented in this Annual Report on Form 20-F.

 

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Major Maintenance ProvisionsProvision

 

We have an obligation to perform major maintenance activities in our airports, per the terms of our concession agreements.  The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation.  Future disbursements are determined by considering the requirements of our master development programs.  The recognition of the major maintenance provision affects the results of the periods in which the infrastructure under concession becomes available for use through the date on which the maintenance and/or repair work is performed.

 

Off-Balance Sheet Arrangements

 

Except for operating lease agreements and purchase obligations as disclosed in the contractual obligations table, we are not party to any off-balance sheet arrangements.

 

Tabular Disclosure of Contractual Obligations

 

 

Payments Due by Period

 

 

Payments Due by Period

 

 

 

 

2015

 

2016-2018

 

2019-2021

 

2022-on

 

 

Total

 

Less than
1 Year
(5)

 

1-3 Years

 

3-5 Years

 

More than
5 Years

 

 

Total

 

Less than
1 Year
(5)

 

1-3 Years

 

3-5 Years

 

More than
5 Years

 

 

(in thousands of pesos)

 

 

(in thousands of pesos)

 

Master development programs

 

Ps.

1,551,979

 

1,179,867

 

Ps.

372,112(6)

 

N/A(6)

 

N/A(6)

 

 

 Ps.

658,067

 

 Ps.

 658,067

 

 Ps.

N/A(6)

 

N/A(6)

 

N/A(6)

 

Purchase obligations(1)

 

65,301

 

44,971

 

20,330

 

N/A

 

N/A

 

 

26,339

 

26,339

 

-

 

-

 

-

 

Short-term debt

 

99,421

 

99,421

 

N/A

 

N/A

 

N/A

 

 

-

 

-

 

-

 

-

 

-

 

Long-term debt(2)

 

3,013,563

 

33,588

 

1,394,560

 

50,970

 

1,534,445

 

 

4,742,032

 

47,105

 

125,092

 

3,069,835

 

1,500,000

 

Interest(3)

 

1,107,114

 

163,291

 

424,250

 

202,987

 

316,587

 

 

2,170,554

 

311,448

 

934,845

 

806,183

 

118,078

 

Leases(4)

 

367,498

 

32,333

 

88,635

 

49,306

 

197,224

 

 

383,379

 

32,353

 

85,681

 

77,037

 

188,308

 

Total

 

Ps.

6,204,876

 

Ps.

1,553,471

 

Ps.

2,299,887

 

Ps.

303,263

 

Ps.

2,048,256

 

 

 Ps.

7,980,371

 

 Ps.

1,075,312

 

 Ps.

 1,145,618

 

 Ps.

3,953,055

 

 Ps.

1,806,386

 

 

(1)Reflects minimum fixed annual payment to be paid under our Technical Assistance Agreement of U.S.$ 3.0 million updated to specific year using an annual U.S. inflation rate of 1.8%, as reported by the U.S. Department of Labor, Bureau of Labor Statistics for the period from June 2012 to June 2013, and assuming an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013, which is used for operations with related parties in our consolidated financial statements.  The amount ultimately to be paid in any year will depend on our profitability.  The Technical Assistance Agreement will remain in effect until June 14, 2015, after which it will be automatically extended for successive five-year periods unless any party thereto elects otherwise.  See “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

(2)Debt denominated in U.S. dollars was converted to pesos based on an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013, which is used for liabilities in our consolidated financial statements.

(3)Interest projected based on forward interest rates (TIIE and LIBOR) and assuming an exchange rate of Ps. 13.0652 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2013, which is used for liabilities in our consolidated financial statements.

(4)In October 2008, we acquired 90% of the common stock of Consorcio Grupo Hotelero T2, S.A. de C.V.  This entity held a lease agreement with Mexico City International Airport to construct and operate a five-star hotel at Terminal 2 of Mexico City International Airport, establishing a leasing amount of the higher of Ps. 18.5 million per year or a royalty of 18% of total annual revenues.  Additionally, we executed a lease agreement with HSBC for our headquarters building with an annual payment of Ps. 0.5 million, adjusted every year according to the Mexican national consumer price index.

(5)Amounts for less than one year correspond to obligations for 2014.

(6)In 2010, the fifth year of our previous master development program, we negotiated new master development program commitments for the 2011–2015 period with the Ministry of Communications and Transportation.

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(1)

Reflects minimum fixed annual payment to be paid under our Technical Assistance Agreement of U.S.$ 3.0 million updated to specific year using an annual U.S. inflation rate of 2.07%, as reported by the U.S. Department of Labor, Bureau of Labor Statistics for the period from June 2013 to June 2014, and assuming an exchange rate of Ps. 14.7348 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2014, which is used for operations with related parties in our consolidated financial statements. The amount ultimately to be paid in any year will depend on our profitability. The Technical Assistance Agreement will remain in effect until June 14, 2015 and will be automatically extended for another five-year term, after which it will be automatically extended for successive five-year periods unless any party thereto elects otherwise. At the end of this term, the Technical Assistance Agreement will be automatically extended for successive five-year periods unless any party thereto elects otherwise. Accordingly, the amount set forth in this table solely reflects the contractual amount payable through June 14, 2015. See “Item 7. Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

(2)

Debt denominated in U.S. dollars was converted to pesos based on an exchange rate of Ps. 14.7348 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2014, which is used for liabilities in our consolidated financial statements.

(3)

Interest projected based on forward interest rates (TIIE and LIBOR) and assuming an exchange rate of Ps. 14.7348 per U.S.$ 1.00, the FIX exchange rate as reported by the Mexican Central Bank on December 31, 2014, which is used for liabilities in our consolidated financial statements.

(4)

In October 2008, we acquired 90% of the common stock of Consorcio Grupo Hotelero T2, S.A. de C.V. This entity held a lease agreement with Mexico City International Airport to construct and operate a five-star hotel at Terminal 2 of Mexico City International Airport, establishing a leasing amount of the higher of Ps. 18.5 million per year or a royalty of 18% of total annual revenues. Additionally, we executed a lease agreement with HSBC for our headquarters building with an annual payment of Ps. 5.0 million, adjusted every year according to the Mexican national consumer price index.

(5)

Amounts for less than one year correspond to obligations for 2015.

(6)

In 2015, the fifth year of our current master development program, we will negotiate new master development program commitments for the 2016–2020 period with the Ministry of Communications and Transportation.

 

Item 6.                         Directors, Senior Management and Employees

 

Directors

 

Our Board of Directors is responsible for the management of our business.  Pursuant to our bylaws, our Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members.  Our Board of Directors currently consists of 11 directors and one alternate director, each of whom is elected or ratified at the annual shareholders’ meeting.  Under the Mexican Securities Law (Ley del Mercado de Valores) and our bylaws, at least 25% of our directors must be independent.

 

Our bylaws provide that (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the Participation Agreement and the Technical Assistance Agreement, and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).

 

On April 14, 2011, the shareholders’ meeting was informed of Bernardo Quintana’s decision to step down as Chairman of the Board and approved the election of José Luis Guerrero Álvarez as the new Chairman of the Board.  Additionally, it was informed of the resignation of Manuel Francisco Arce Rincón as an Independent Director and approved the designation of Cristina Gil White as an Independent Member of the Board of Directors and of Diego Quintana Kawage as a Member of the Board of Directors.

 

On October 30, 2011, Salvador Alva Gómez, member of the Board of Directors, resigned as Independent Director because of his appointment as Rector of Sistema Tecnológico de Monterrey.  Salvador Alva Gómez served as a member of the Special Committee.  At the shareholders’ meeting held on April 18, 2012, Aaron Dychter Poltolarek was approved as an independent director of the Board of Directors.  Dr. Dychter served as interim independent director of the Board of Directors from January 24, 2012 until March 25, 2013.

 

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At the shareholders’ meeting held on April 16, 2013, Fernando Flores Pérez, AarónAaron Dychter PolktolarekPoltolarek and Christina Gil White also resigned as Independent Directors, and Dr. José Luis Álvarez resigned as Chairman of our Board of Directors, though he continues serving as a Director.  At the same shareholders’ meeting, Diego Quintana Kawage was appointed as Chairman of our Board of Directors, and Elsa Beatriz García Bojorges, Ricardo Gutiérrez Muñoz and Carlos Guzmán Bofill were approved as Independent Directors of the Board of Directors.

 

At the shareholders’ meeting held on April 10, 2014, Laurent Galzy, who had been appointed by the SETA as interim director in substitution of Jacques Follain as of the date of the Board of Directors Meeting held on November 5, 2013, was ratified as a Director.  Jacques Follain was appointed the alternate Director for Mr. Galzy.

 

At the shareholders’ meeting held on April 23, 2015, our shareholders re-ratified the Directors and Independent Directors from the previous year.  Diego Quintana Kawage was re-ratified as Chairman.

The following table lists the members of the Board of Directors effective on April 10, 2014,23, 2015, along with their titles, dates of appointment and ages:

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Name

 

Title

 

Director Since

 

Age

Diego Quintana Kawage*

 

Chairman and Director

 

April 14, 2011

 

4344

Luis Guillermo Zazueta Domínguez

 

Independent Director

 

October 2, 2006

 

6869

Alberto Felipe Mulás Alonso

 

Independent Director

 

October 2, 2006

 

5354

Elsa Beatriz García Bojorges

 

Independent Director

 

April 16, 2013

 

4849

Ricardo Gutiérrez Muñoz

 

Independent Director

 

April 16, 2013

 

3771

Carlos Guzmán Bofill

 

Independent Director

 

April 16, 2013

 

5354

José Luis Guerrero Álvarez

 

Director

 

December 21, 2005

 

7071

Sergio Fernando Montaño León

 

Director

 

December 21, 2005

 

6667

Luis Fernando Zárate Rocha

 

Director

 

September 22, 2000

 

7071

Alonso Quintana Kawage*

 

Director

 

March 14, 2003

 

4041

Laurent Galzy*

 

Director

 

November 5, 2013

 

5657

Jacques Follain

 

Alternate Director

 

December 13, 2006

 

5859

 

*Appointed by SETA

 

Diego Quintana Kawage.  Mr. Diego Quintana Kawage has been a member of our Board of Directors since April 2011 and has acted as its Chairman since April 16, 2013.  He has also been a member of the board of directors of Empresas ICA since 2008 and is Empresas ICA’s representative for the industrial construction segment and responsible for the airports and housing segments for strategic alliances.  He joined Empresas ICA in 1995 and served as the General Director of ViveICA, S.A. de C.V., Empresas ICA’s homebuilding company, from 2004 to 2009 and as Finance Director of ViveICA, S.A. de C.V., from 2000 to 2003.  He holds an economics degree from the Universidad Anáhuac and has a Master’s of Science in management from Stanford University.

 

Luis Guillermo Zazueta Domínguez.  Mr. Luis Guillermo Zazueta Domínguez has been a member of our Board of Directors since October 2006.  In 1971, Mr. Zazueta founded Despacho Zazueta Hermanos, S.C., a professional accounting firm advising a wide range of clients on accounting and tax matters.  He is also on the board of directors of Altos Hornos de México, S.A.B. de C.V., Seguros Argos, S.A. de C.V., ANA Compañía de Seguros, S.A. de C.V., Prevem Seguros, S.A. de C.V., Almacenadora Gómez, S.A. de C.V.,  and Asecred Unión de Crédito, S.A. de C.V., and Grupo Mexicano de Seguros, S.A. de C.V., where he also serves as Chairman of the Audit Committee.  He is a member of the College of Certified Public Accountants and registered as a Fiscal Public Accountant at the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público), the Mexican Social Security Institute, the Mexican Federal Institute for Workers’ Housing (Instituto del Fondo Nacional de la Vivienda para los

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Trabajadores, or “INFONAVIT”) and the Federal District.  Mr. Zazueta holds a degree in public accounting from the Universidad Iberoamericana.

 

Alberto Felipe Mulás AlonsoMr. Alberto Felipe Mulás Alonso has been a member of our Board of Directors since October 2006. He currently servesSince 2014, Mr. Mulás has served as Mexico country head of Itaú BBA, a subsidiary of Itaú Unibanco (Brazil’s leading private financial group), responsible for developing the bank’s investment and corporate banking presence in Mexico.the country. Prior to this, in 2003, he founded and, then managed, through 2013, managed CReSCE Consultores, S.C., a firm specialized in corporate finance, corporate governance and strategic planning. In January 2001, Presidentthen-president Vicente Fox appointed Mr. Mulás as Undersecretary of Housing at the Mexican Ministry of Social Development (Secretarí(Secretaría de Desarrollo Social)Social) where he prepared the country’s new housing policy and created the National Housing Commission, and becamebecoming its first Commissioner and a member of the presidential cabinet. Prior to 2001, Mr. Mulás’ investment banking career included: heading the Mexican operations of both Donaldson, Lufkin & Jenrette Securities Corp. (1999-2001) and Lehman Brothers Inc. (from 1992 to 1997). He was also a vice-president at JP Morgan and an associate at Bankers Trust Company. Mr. Mulás currently serves as an independent director on various boards, including: Red de Carreteras de Occidente (Mexico’s largest toll road operator), Consorcio Comex (the country’s largest paint manufacturer and retailer),including Organización Ramirez (owner

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of Cinepolis, Latin America’s largest movie theater chain) and Farmacias del Ahorro (Mexico’s second largest pharmacy chain).  In recent years, he has also served as an independent director on the boards of leading public firms such as Grupo Modelo S.A.B. de C.V., Grupo Financiero Santander México, S.A.B. de C.V. and Empresas ICA.  Mr. Mulás holds a degree in chemical engineering from the Universidad Iberoamericana and a Master’s in Business Administration from the Wharton School at the University of Pennsylvania.

 

Elsa Beatriz García Bojorges.  Ms. Elsa Beatriz García Bojorges, a certified public accountant, has been a member of our Board of Directors since April 2013.  She is a researcher and board member of the Mexican Financial Reporting Standards Board (Consejo Mexicano de Normas de Información Financiera, A.C. or “CINIF”), which is the accounting standard setting body in Mexico.  Ms. García is the president of our audit committee, as well as the president of the audit committee of Empresas ICA, the president of the audit committee, and a member of the corporate governance practices committee, of Red de Carreteras de Occidente, S.A.B. de C.V.  In 2010, 2011 and 2012, she participated on behalf of Mexico in the Intergovernmental Working Group of Experts on International Standards of Accounting and Reporting hosted by the United Nations Conference on Trade and Development.  Previously, she worked as an independent financial consultant.  Previously, Ms. García was a partner in the accounting firm Bouzas, Reguera, Gonzalez y Asociados, S.C.  She is a lecturer at several universities, accounting associations and companies in Mexico and is a columnist for the Public Accountancy Journal.  She hold as an accounting degree with honors from the Universidad Nacional Autónoma de México, as well a diploma in financial engineering.  She has been certified by the Mexican Institute of Public Accountants (Instituto Mexicano de Contadores Públicos, or “IMCP”) since 1999.  In 2012, she received from the IMCP her certification as an accounting specialist.

 

Ricardo Gutiérrez Muñoz.  Mr. Ricardo Gutiérrez Muñoz has been a member of our Board of Directors since April 2013.  Mr. Gutiérrez has been the president of the executive committee of Mexichem, S.A.B. de C.V., since 2011, and while he was general director of Mexichem, he was responsible for managing 75 companies in the chemical and petrochemical sector in Mexico, the Americas, the United Kingdom, Japan and Taiwan.  Mr. Gutiérrez was previously general director and a member of the board of directors of Grupo Industrial Camesa; vice-president of corporate development of Empresas Lanzagorta; general director and member of the board of directors of Industrias Synkro and chief financial officer of Indetel/Alcatel.  Mr. Gutiérrez holds an accounting degree from the Instituto Politécnico Nacional (Escuela Superior de Comercio y Administración).  He also holds a Master’s degree in finance from the Universidad Lasalle.

 

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Carlos Guzmán Bofill.  Mr. Carlos Guzmán Bofill has been a member of our Board of Directors since April 2013.  Mr. Guzmán was previously general director of ProMéxico from 2010 until 2012.  He also worked at Productos de Estireno, Grupo Alfa and Alfa División Acero.  In 1982, Mr. Guzmán Bofill started working at Hewlett Packard, where he served as treasury director for Latin America, director of development of Mexican Markets and vice-president of sales in Latin America for the personal computer and printer division.  He was also the general director of Hewlett Packard Mexico from 2000 to 2010.  Mr. Guzmán was national president of the Mexican Association of the Information Technology Industry (Asociación Mexicana de la Industria de las Tecnologías de la Información) and vice-president of the executive board of the Executive Council of Global Enterprises (Consejo Ejecutivo de Empresas Globales).  Mr. Guzmán holds a degree in chemical engineering from the Universidad Iberoamericana, a Master’s degree in chemical engineering from the Massachusetts Institute of Technology and a Master’s in Business Administration from Stanford University.

 

José Luis Guerrero Álvarez.  Dr. José Luis Guerrero Álvarez has been a member of our Board of Directors since December 2005 and acted as its Chairman from April 14, 2011 to April 16, 2013.  Dr. Guerrero was Chief Executive Officer of Empresas ICA from January 2007 to June 2012.  He was previously its Chief Financial Officer and Executive Vice President.  Between 1972 and 1979, he held positions as Planning Director of Combinado Industrial Sahagún, Technical Director of Roca Fosfórica Mexicana and Technical Planning and Development Sub-Manager at Lazaro Cardenas Las Truchas steel

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plant.  He also worked at Wichman Wimet, Conventry (United Kingdom), Fábricas Automex and Industria del Hierro.  In addition, Dr. Guerrero has been a member of the board of directors of Empresas ICA since 1990 and is an independent member of the board of directors and chairman of the Oversight Committee of the Mexican Stock Exchange, a member of the Board of Directors of Infrastructure Fund EXI, a member of the Board of Directors of Murgia and an independent member of Enova Endeavor.  He is also a former member of the board of directors of Banamex, among other companies.  Also, he has been a professor of Materials Science in the Engineering School of the Universidad Nacional Autónoma de México and a professor of finance at the IPADE.  Dr. Guerrero holds an engineering degree in Mechanical and Electrical Engineering from the UNAM, a diploma d’Ingénieur from the Institut Supérieur des Matériaux et de la Construction Méchanique of Paris, France, and both an M.S. and a Ph.D. in Engineering from the University of Illinois at Urbana-Champaign and has attended various executive courses at Harvard, Stanford, the University of Pennsylvania, the Instituto Tecnológico Autónomo de México (ITAM) and the Instituto Panamericano de Alta Dirección de Empresa (IPADE).  He also attended the International Directors Program at INSEAD in Fontainbleu, France.

 

Sergio Fernando Montaño León.  Mr. Sergio F. Montaño León has been a member of our Board of Directors since December 2005.  Mr. Montaño was previously a member of the board of directors and Executive Vice President in charge of administration of Empresas ICA.  From 1972 until 2011, Mr. Montaño served in various capacities in the management and finance areas of several companies within the Empresas ICA group.  Previously, Mr. Montaño held various management positions with such Mexican companies as Trebol, S.A. de C.V., and Cervecería Cuauhtémoc Moctezuma, S.A. de C.V.  Mr. Montaño holds a degree in public accounting from the Universidad Nacional Autónoma de México, a Master’s degree in taxation from the Instituto para la Especialización de Ejecutivos and a Specialization in Insurance from the Instituto Tecnológico Autónomo de México.  Mr. Montaño has been a member of the Mexican Institute of Public Accounting since 1985 and the Mexican Institute of Financial Executives since 1997.1985.

 

Luis Fernando Zárate Rocha.  Mr. Luis Fernando Zárate Rocha has been a member of our Board of Directors since September 2000.  Mr. Zárate was previously a member of the board of directors and Executive Vice President in charge of overseeing civil construction of Empresas ICA.  He was affiliated with Empresas ICA for over 40 years, during which time he worked in business development as well in construction and infrastructure projects.  In 2012, Mr. Zárate was elected president of the Mexican Chamber of the Construction Industry for the period from 2012 to 2015 and was also elected in January 2012 president of the Mexican Energy Conservation Trust (Fideicomiso para el Ahorro de Energía

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Eléctrica).  Mr. Zárate holds a degree in civil engineering from the Universidad Nacional Autónoma de México, where he has been a professor of engineering since 1978.

 

Alonso Quintana Kawage.  Mr. Alonso Quintana Kawage has been a member of our Board of Directors since March 2003.  Mr. Quintana is also a member of the board of directors of Empresas ICA and has served as its Chief Executive Officer since July 1, 2012.  He joined Empresas ICA in 1994 and has served the company in various capacities.  From January 2007 through Juneto 2011, he was Empresas ICA’s Chief Financial Officer, whereand from 2011 to 2012, he led the efforts to secure financing for the most rapid growth inwas Empresas ICA’s history.  Since joining Empresas ICA in 1994, he has served the company in various capacities.Chief Operating Officer.  Mr. Quintana received a degree in civil engineering from the Universidad Iberoamericana and a Master’s in Business Administration from the Kellogg School of Management at Northwestern University.

 

Laurent Galzy.  Mr. Laurent Galzy is a graduate of HEC School of Management and Institut d’Etudesd’Études Politiques de Paris in France, and holds a Master’s Degree in Economics.  He also attended École Nationale d’Administration.  Since 1984, he has held several budget management positions, including at the Ministry of the Economy and Finance in France, in the areas of infrastructure, transport and local authority development.  In 1999, he became Deputy Director in charge of Industry, Transports and Research Subdivision at the Budget Directorate at the Ministry of the Economy and Finance.  Laurent Galzy was appointed Director of Management Control and Financial and Legal Affairs of Aéroports de

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Paris on February 1, 2002.  He became Chief ExecutiveFinancial Officer of Aéroports de Paris Group, or the ADP Group, in 2003 and is executive director in charge of International and Subsidiaries since 2013. He is also a board member of TAV Airport Holdings, Schiphol Group and Société de Distribution Aéroportuaire,, or and SDA (a joint venture with Lagardère Group in the area of retail).  He has also been chairman of the board of Aéroports de Paris Management since November 2011.

 

Jacques Follain.  Mr. Jacques Follain has been an alternate member or member of our Board of Directors since December 2006 and is currently the alternate director for Mr. Galzy.  In April 2013, he was appointed as a member of our Board of Directors.  Mr. Follain is Managing Director of Aéroports de Paris Management.  Mr. Follain joined the ADP Group in 1998 and has played a key role in the development of ADP as an international airport operator in China, Mexico, Egypt, Jordan, Belgium, Mauritius, Croatia and Algeria.  Prior to joining ADP, Mr. Follain was an organizational consultant for Arthur Andersen Accenture for six years and then held several positions in L’Oréal starting in 1987, including heading its Mexico subsidiary, sales and marketing manager for Europe in the International Department and responsibility for setting up the management information systems of the professional division.  He is member of the Board of Directors of ADPI, ZAIC and MZLZ (Croatia), AIG (Jordan), ATOL (Mauritius) and Liège Airport (Belgium).  Mr. Follain is an aeronautical and telecommunications engineer, with degrees from the École Nationale Supérieure des Constructions Aéronautiques (Toulouse), the École Nationale Supérieure des Telecommunications (Paris) and a Master’s degree from Stanford University.

 

Executive Officers

 

Pursuant to our bylaws, the holders of Series BB shares are entitled to nominate and propose the removal of our chief executive officer and to appoint and remove our chief financial officer, our chief operating officer and our commercial director.  The Series BB Directors are also entitled to appoint half of our executive officers, which appointment must be made in accordance with the Technical Assistance Agreement and the guidelines approved by our Board of Directors.

 

The following table lists our executive officers, their current position and their date of appointment as an executive officer:

 

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Name

 

Current Position

 

Executive
Officer Since
(1)

 

Age

Porfirio González Álvarez

 

Chief Executive Officer

 

July 1, 2011

 

6364

Stéphane Laurent Christian Lemoine(2)

 

Chief Operating Officer

 

July 19, 2010

 

5253

José Luis Guerrero Cortés(2)

 

Chief Financial Officer

 

July 1, 2009

 

3334

Alfredo Domínguez Sánchez

 

General Counsel

 

November 14, 2011

 

3940

Roberto Ontiveros Chávez

 

Infrastructure and Maintenance Director

 

July 22, 2008

 

4950

Stéphane Taysse(2)

 

Commercial and Marketing Director

 

December 1, 2009

 

4142

Juan Manuel Jauregui Aguilar

 

Airports Director

 

November 14, 2011

 

5960

Paloma Grediaga Kuri

 

Real Estate & New BusinessBusinesses Director

 

August 2, 2011

 

4344

 

(1)          Date appointed.

 

(2)          Appointed by SETA as holder of Series BB shares.

 

Porfirio González Álvarez has served as our Airports Director since April 2006 before becoming on July 1, 2011, our Chief Executive Officer.  Previously, he served as:  Business Unit Manager, Assistant Director of Operations and Development and Manager of our Monterrey airport.  Prior to joining us he served in various capacities in the Mexican government and the State government of Nuevo León, including General Director of Tourism.  Mr. González holds a B.S. in civil engineering from the

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Universidad Autónoma de Nuevo León.  He has also completed various specialization courses in the areas of airports, safety and security, finance, management and human resources.

 

Stéphane Laurent Christian Lemoine has served as our Chief Operating Officer since July 2010.  Previously, Mr. Lemoine held various positions with Aéroports de Paris Group including Head of the Operations Department at Charles-de-Gaulle Airport, Group Controller and International Development Expert. Since 2005, Mr. Lemoine has been a member of the Board of Directors in the main subsidiaries of Aéroports de Paris Group, including ADPM, ADPI, ADPI Middle East (Libanus) and France Handling and Alyzia.  Prior to joining the ADP Group, Mr. Lemoine served as Corporate Manager at Sudameris Bank in Paris and Trade Advisor at the French Embassy in Australia.  Mr. Lemoine holds a Master’s in Business Administration from Paris Dauphine University and has completed additional studies in airport management at École Nationale d’Aviation Civile in Toulouse.

 

José Luis Guerrero Cortés has served as our Chief Financial Officer since July 2009.  Previously he worked as a summer associate at Goldman Sachs in the debt capital markets and derivatives groups, served as a financial analyst at Empresas ICA and as an assistant brand manager at Procter & Gamble in Mexico.  Mr. Guerrero also worked in the environmental research group of Veolia Environment in France and as a research engineer for Vulcan Chemicals in Kansas.  Mr. Guerrero holds a degree in chemical engineering from the Universidad Iberoamericana, a diploma in Finance from Instituto Tecnológico y de Estudios Superiores de Monterrey and an MBA from the Harvard Business School.

 

Alfredo Domínguez Sánchez has served as our Legal Manager since July 2004 before becoming on November 14, 2011, our General Counsel.  Prior to joining us, Mr. Domínguez was an associate at Thacher Proffitt & Wood, where he advised Mexican and foreign companies on all matters related to corporate commercial litigation, administrative and tax litigation, regulatory enforcement, corporate governance, special investigations, environmental litigation and trusts and estates.  Mr. Domínguez holds a law degree at the Universidad Autónoma de Chihuahua and an LL.M., magna cum laude, from Escuela de Graduados en Administración Pública y Política Pública (EGAP), Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM).  He is a member of the Latin American Association of Aeronautical and Space Law.  Mr. Domínguez has been the alternate Secretary of the Board of Directors since November 2011.

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Roberto Ontiveros Chávez has served as our Infrastructure and Maintenance Director since July 2008.  Previously, he was a Senior Engineer at the Facilities Management department of the U.S. Embassy in Mexico City, Construction Manager for Libra Desarrollos, S.A., and PROCASA and Chief of Planning at Cementos del Yaqui, S.A.  Mr. Ontiveros holds a B.S. in civil engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey, a Master’s Degree in Construction by Universidad Nacional Autónoma de México, a diploma in Project Management from the Project Management Institute, a diploma as a reinforced concrete inspector from the American Concrete Institute and a diploma on asbestos-containing materials, among other specialization courses in the construction sector.

 

Stéphane Taysse has served as Commercial and Marketing Director since December 2009.  Prior to joining us, he was Commercial Manager at ADP-Roissy Charles de Gaulle Airport since 2007.  Previously, he served as Deputy Director in the Business Unit and as Project Manager at Galeries Lafayette in Paris for eight years.  He was also Head of the Department of Marks Spencer Department Stores in London and Paris.  Mr. Taysse has a strong leadership and an extensive vision of the Commercial and Duty Free Market.  He holds a Post-Master’s Degree in International Sales and Marketing and a Master’s of Business from the School of Toulouse.

 

Juan Manuel Jauregui Aguilar has served the Company since March 1999.  He has held the positions of Finance and Control Manager, Business Unit Manager, Project Leader for the construction and operation of Terminals B and C of the Monterrey airport, Airport Manager and Monterrey International Airport Technical Manager.  He has occupied the position of Airports Director since

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December 2011.  He holds a Bachelor’s degree in Administration from the Universidad Autónoma de México.  Previously, he worked for various companies, including GE Capital, Alliance Bank, Financial Group Cremi-Union, International Bank BITAL, Atlantic Bank, the National Banking Commission and Bancomer as an Independent Advisor occupying managerial and directorate positions.

 

Paloma Grediaga Kuri joined us in November 2010.  In August 2011, she was appointed as Real Estate and New Business Director.  Ms. Grediaga had a 17-year career at Empresas ICA, first in the area of finance as Head of Investor Relations and Corporate Treasurer.  Later she was responsible for the commercial development of middle-income housing developments at ICA Residencial, S.A. de C.V.  Mrs. Grediaga joined us to start the Real Estate & New Business project in our 13 airports.  She holds a B.A. in Economics from the Instituto Tecnológico Autónomo de México (ITAM), a Diploma in Corporate Finance from the Instituto Tecnológico y de Estudios Superiores de Monterrey and an Executive MBA/Master’s dual degree awarded by ITAM and the WP Carey School of Business at Arizona State University.

 

The business address of our directors and executive officers is our principal executive headquarters.

 

Compensation of Directors and Executive Officers

 

For 2013,2014, the aggregate compensation earned by our 1921 officers (including executive officers and airport administrators) was Ps. 64,98473,911 thousand.

At the shareholders’ meeting held on April 16, 2013, the shareholders approved the following compensation for Directors and Executive Officers:  each of the chief executive officer, the chief financial officer, the general counsel and the permanent invitees and secretaries for each meeting of the Board of Directors or committee will receive compensation in the amount of Ps. 50,000, net of any required withholding for each meeting and committee meeting attended.  In addition, Independent Directors will receive a fee of Ps. 4,000, net of any required withholding for each hour they dedicate to our affairs entrusted to them by the Board of Directors outside of board meetings and corporate committee meetings.

 

At the shareholders’ meeting held on April 10, 2014, the shareholders approved the following compensation for Directors and Executive Officers:  each of the chief executive officer, the chief financial officer, the general counsel and the permanent invitees and secretaries for each meeting of the Board of Directors or committee will receive compensation in the amount of Ps. 50,000, net of any required withholding, for each meeting and committee meeting attended.  In addition, Independent Directors will receive a fee of Ps. 4,000, net of any required withholding for each hour they dedicate to our affairs entrusted to them by the Board of Directors outside of board meetings and corporate committee meetings.

 

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At the shareholders’ meeting held on April 23, 2015, the shareholders approved the following compensation for Directors and Executive Officers: each of the chief executive officer, the chief financial officer, the general counsel and the permanent invitees and secretaries for each meeting of the Board of Directors or committee will receive compensation in the amount of Ps. 60,000, net of any required withholding, for each meeting and committee meeting attended, and Directors that serve as the chairs of each Board of Directors or committee meeting will receive compensation in the amount of Ps. 70,000, net of any required withholding. In addition, the Chairman of the Board will receive an annual, performance-based bonus of up to 55% of the compensation of the Chief Executive Officer of the Company. This bonus will be subject to the evaluation of the Corporate Practices, Finance, Planning and Sustainability Committee. Furthermore, Independent Directors will receive a fee of Ps. 4,000, net of any required withholding, for each hour they dedicate to our affairs entrusted to them by the Board of Directors outside of board meetings and corporate committee meetings.

None of our directors or executive officers are entitled to benefits upon termination under their service contracts with us, except for what is due them according to the Mexican Federal Labor Law.

 

As of December 31, 2013,2014, the amount set aside or accrued for all employees under our subsidiary Servicios Aero Especializados del Centro Norte, S.A. de C.V.’s retirement plan, was Ps. 8,78011,931 thousand.  Other than for Servicios Aero Especializados del Centro Norte, S.A. de C.V., no amount has been set aside by us or our subsidiaries for pension, retirement or similar benefits.

 

Committees

 

The Mexican Securities Law and our bylaws provide that the Board of Directors may receive assistance from one or more Special Committees created directly by the Board of Directors or by the chief executive officer in order to carry out the functions that the Mexican Securities Law and our bylaws assign to the Board of Directors with respect to audit and corporate practices.

 

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Considering the importance and breadth of the matters overseen by our Special Committee, at the recommendation of our Board of Directors, at our general shareholders’ meeting held on April 16, 2013, the establishment of two committees was approved:  an Audit Committee and a Corporate Practices, Finance, Planning and Sustainability Committee.  The committees will provide relevant support to the Board of Directors so that the Board of Directors may make necessary decisions.

 

At our general shareholders’ meeting held on April 16, 2013, Elsa Beatriz García Bojorges was elected as Chairman of our Audit Committee and Alberto Felipe Mulás Alonso was elected as Chairman of our Corporate Practices, Finance, Planning and Sustainability Committee.  At our general shareholders’ meeting held on April 10, 2014, Elsa Beatriz García Bojorges and Alberto Felipe Mulás Alonso were ratified as Chairpersons of our Audit Committee and our Corporate Practices, Finance, Planning and Sustainability Committee, respectively.  At our general shareholders’ meeting held on April 23, 2015, Elsa Beatriz García Bojorges and Alberto Felipe Mulás Alonso were re-ratified as Chairpersons of our Audit Committee and our Corporate Practices, Finance, Planning and Sustainability Committee, respectively.  The current members of the Audit Committee are Elsa Beatriz García Bojorges, Luis Guillermo Zazueta Domínguez and Alberto Felipe Mulás Alonso.  Elsa Beatriz García Bojorges has been designated as an “audit committee financial expert” as defined by the SEC.  Alberto Felipe Mulás Alonso, Ricardo Gutiérrez Muñoz and Carlos Guzmán Bofill are the current members of the Corporate Practices, Finance, Planning and Sustainability Committee.

 

Our bylaws provide that the Committee or Committees responsible for the Audit and Corporate Practices Functions will consist exclusively of Independent Directors and that a minimum of three members shall be appointed by the Board of Directors based on a recommendation from the Chairman of the Board of Directors, and all of such Committee members must also be Independent Directors.  Holders of the Series BB shares have the right to propose the appointment of at least one member.

 

If we are controlled by a shareholder or group of shareholders representing 50% or more of our capital stock, the committee that conducts the Corporate Practices Functions will be formed by a majority of Independent Directors.

 

The Chairman of the Board of Directors will propose to the shareholders meeting one of the Independent Directors as a Chairman of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, who should present the requirements of independence, experience, abilities and professional prestige in accordance with Articles 25, 26 and 43 of the Mexican Securities Law.

 

The Chairman of the Corporate Practices, Finance, Planning and Sustainability Committee shall present an annual report to our Board of Directors with respect to the findings of such Corporate Practices, Finance, Planning and Sustainability Committee, which must include the items mentioned in the “Financial and Planning Functions” section below.

 

Our shareholders’ meeting150



Table of April 3, 2008, in its amendments to the bylaws, eliminated the Nominations Committee, whose functions and responsibilities are now carried out by the Board of Directors.Contents

 

Audit Committee

 

The Audit Committee, which is responsible for the Audit Functions and consists exclusively of Independent Directors, has the following responsibilities:  (i) selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor, (ii) supervising our external auditors and analyzing their reports, (iii) analyzing and supervising the preparation of our financial statements, (iv) informing the board of our internal controls and their adequacy, (v) requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation

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of the reports containing the main accounting and information guidelines used for the preparation of the financial information and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law, (vi) informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors and (x) providing an annual report to the Board of Directors.

 

The Chairman of the Audit Committee shall present an annual report to our Board of Directors with respect to the findings of the Audit Committee, which shall include (i) the status of the internal controls and internal audits and any deviations therefrom and deficiencies thereof, taking into consideration the reports of external auditors and independent experts, (ii) the results of any preventive and corrective measures taken based on results of investigations in respect of non-compliance of operating and accounting policies, (iii) the evaluation of external auditors, (iv) the main results from the review of our financial statements and those of our subsidiaries, (v) the description and effects of changes to accounting policies, (vi) the measures adopted as result of observations of shareholders, directors, executive officers and third parties relating to accounting, internal controls and internal or external audits and (vii) compliance of shareholders’ and directors’ resolutions.

 

Corporate Practices, Finance, Planning and Sustainability Committee

 

The Corporate Practices, Finance, Planning and Sustainability Committee, which is responsible for the Corporate Practices, Finance, Planning and Sustainability Functions, has the following responsibilities:  (i) providing opinions to our Board of Directors; (ii) requesting and obtaining opinions from independent experts; (iii) calling shareholders’ meetings; (iv) assisting the board in the preparation of annual reports and other reporting obligations; (v) analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan; (vi) evaluating and opining on the investment and financing policies of the Company that the chief executive officer proposes; (vii) opining on the premises of the annual budget and the following of its application, such as its control system; (viii) analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control; (ix) evaluating whether the investment and financing policies are consistent with the strategic plan of the Company; and (x) evaluating whether the financing projects are consistent with the strategic plan of the Company.

 

The Chairman of the Corporate Practices, Finance, Planning and Sustainability Committee shall prepare an annual report to our Board of Directors with respect to the findings of this Committee, which shall include (i) observations with respect to relevant directors and officers, (ii) the transactions entered into with related parties, (iii) the remunerations paid to directors and officers and (iv) any permissions granted for a director or officer to take advantage of a business opportunity.

 

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Employees

 

As of December 31, 2013,2014, we had approximately 1,1661,178 employees.  The total number of employees increased by 3.4%1.0% in 2013,2014, due primarily to an increased number of employees in the addition of personnel to work teams to improve airport operations.NH Terminal 2 Hotel.  As of December 31, 2013,2014, approximately 56.1%56.7% of our employees were unionized.

 

The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each period indicated:

 

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As of December 31,

 

 

 

2012

 

2013

 

2014

 

Categories of activity:

 

 

 

 

 

 

 

Airport operations

 

549

 

560

 

555

 

Airport maintenance

 

165

 

170

 

172

 

Administration

 

307

 

324

 

320

 

Hotel services(1) 

 

107

 

112

 

131

 

Geographic location:

 

 

 

 

 

 

 

Acapulco

 

81

 

83

 

82

 

Ciudad Juárez

 

53

 

56

 

54

 

Culiacán

 

59

 

59

 

58

 

Chihuahua

 

59

 

61

 

60

 

Durango

 

41

 

41

 

43

 

Mazatlán

 

65

 

66

 

66

 

Monterrey

 

221

 

227

 

222

 

Reynosa

 

42

 

42

 

42

 

San Luis Potosí

 

46

 

46

 

47

 

Tampico

 

60

 

61

 

61

 

Torreón

 

48

 

51

 

50

 

Zacatecas

 

43

 

45

 

46

 

Zihuatanejo

 

44

 

47

 

47

 

Corporate offices

 

159

 

169

 

169

 

Hotel services(1) 

 

107

 

112

 

131

 

Total(2) 

 

1,128

 

1,166

 

1,178

 

 

 

 

As of December 31,

 

 

 

2011

 

2012

 

2013

 

Categories of activity:

 

 

 

 

 

 

 

Airport operations

 

549

 

549

 

560

 

Airport maintenance

 

161

 

165

 

170

 

Administration

 

301

 

307

 

324

 

Hotel services(1)

 

103

 

107

 

112

 

Geographic location:

 

 

 

 

 

 

 

Acapulco

 

89

 

81

 

83

 

Ciudad Juárez

 

52

 

53

 

56

 

Culiacán

 

56

 

59

 

59

 

Chihuahua

 

63

 

59

 

61

 

Durango

 

39

 

41

 

41

 

Mazatlán

 

70

 

65

 

66

 

Monterrey

 

216

 

221

 

227

 

Reynosa

 

34

 

42

 

42

 

San Luis Potosí

 

42

 

46

 

46

 

Tampico

 

59

 

60

 

61

 

Torreón

 

49

 

48

 

51

 

Zacatecas

 

43

 

43

 

45

 

Zihuatanejo

 

46

 

44

 

47

 

Corporate offices

 

153

 

159

 

169

 

Hotel services(1)

 

103

 

107

 

112

 

Total(2) 

 

1,114

 

1,128

 

1,166

 

(1)Employed by our subsidiary Servicios Corporativos Terminal 2, S.A. de C.V., providing services for the operation and administration of the Terminal 2 NH Hotel. The human capital management for these employees is directly led by NH Hoteles SA, a Spanish company.

(2)As of December 31, 2011, 2012 and 2013, includes 383, 398 and 419 persons, respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and 49 persons employed by Servicios Aero Especializados del Centro Norte, S.A. de C.V., our administrative services subsidiaries.

Employed by our subsidiary Servicios Corporativos Terminal 2, S.A. de C.V., providing services for the operation and administration of the Terminal 2 NH Hotel. The human capital management for these employees is directly led by NH Hoteles SA, a Spanish company.

(2)

As of December 31, 2012, 2013 and 2014, includes 398, 419 and 414 persons, respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., and 51 persons employed by Servicios Aero Especializados del Centro Norte, S.A. de C.V., our administrative services subsidiaries.

 

All of our unionized employees, who are employed by our subsidiary Operadora de Aeropuertos del Centro Norte, S.A. de C.V., are members of local chapters of the Mexican National Union of Airport and Auxiliary Services Workers, an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services agency as well as of the three other airport groups (the Southeast Group (Grupo Aeroportuario del Sureste, S.A.S.A.B. de C.V.), the Mexico City Group (Grupo Aeroportuario de la Ciudad de México) and the Pacific Group (Grupo Aeroportuario del Pacífico, S.A.S.A.B. de C.V.)) operating in Mexico.  Since July 2008, the labor relations with our employees are governed by a collective labor agreement and negotiated by the local chapter of the union.  As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years.

 

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We maintain a savings plan available to all of our employees pursuant to which the employees may make bi-weekly contributions of up to 13% of their pre-tax salaries.  We make bi-weekly contributions matching each employee’s contribution.  Employees are entitled to withdraw the funds in their accounts on an annual basis.  In 2011, 2012, 2013 and 2013,2014, we made a total of Ps. 45,12149,459 thousand, Ps. 49,45952,297 thousand and Ps. 52,29757,487 thousand, respectively, in payments to employees’ accounts pursuant to the savings plan.

 

Funds in the savings plan may be used to make loans to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Ministry of Finance and Public Credit.

 

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Item 7.                         Major Shareholders and Related-Party Transactions

 

MAJOR SHAREHOLDERS

 

Aeroinvest is our controlling shareholder.  Aeroinvest directly owns 98,702,70095,213,800 of our Series B shares that represent 24.7%23.8% of our outstanding capital stock.  Aeroinvest also directly owns 331,972,000 Series A shares of SETA that represent 74.5% of its capital stock.  SETA in turn owns 58,800,000 of our Series BB shares and 8,000,000 Series B shares that collectively represent 16.7% of our capital stock.  Consequently, Aeroinvest is the beneficial owner of 37.1%36.2% of our capital stock.

 

In November 2006, a Mexican trust established by NAFIN, acting pursuant to the instructions of the Ministry of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of American Depositary Shares, or ADSs, and Series B shares, concurrently in the United States and Mexico.  The net proceeds from the sale of the shares were paid to the Mexican government.  After the offering, the Mexican government ceased to be a shareholder.

 

The following table sets forth information with respect to beneficial ownership of our capital stock as of April 15, 2014,23, 2015, identifying each owner of more than 5% of any series of our shares:

 

 

Number of Shares

 

Percentage of Issued and
Outstanding Capital

 

 

Number of Shares

 

Percentage of Issued and
Outstanding Capital

 

Identity of Shareholder

 

B Shares

 

BB Shares

 

B Shares

 

BB Shares

 

 

B Shares

 

BB Shares

 

B Shares

 

BB Shares

 

Aeroinvest(1)

 

98,702,700

 

 

24.7%

 

 

 

95,213,800

 

 

23.8%

 

 

SETA(2)

 

8,000,000

 

58,800,000

 

2.0%

 

14.7%

 

 

8,000,000

 

58,800,000

 

2.0%

 

14.7%

 

Aberdeen Asset Management PLC(3)

 

57,142,240

 

 

14.3%

 

 

 

40,339,216

 

 

10.1%

 

 

Quintana Family(4)

 

24,287,210

 

 

6.1%

 

 

 

24,287,210

 

 

6.1%

 

 

Public

 

153,059,700

 

 

38.2%

 

 

 

173,353,974

 

 

43.3%

 

 

Officers and Directors(5)

 

8,150

 

 

0.0%

 

 

 

5,800

 

 

0.0%

 

 

 

(1)

In addition to the Series B shares it directly owns, Aeroinvest may be deemed to beneficially own all of our shares owned by SETA by virtue of its ownership of 74.5% of SETA’s capital stock. Aeroinvest and SETA are subsidiaries of Empresas ICA.

(2)

Held in trust with Bancomext. Aeroinvest and SETA are subsidiaries of Empresas ICA.

(3)

Based on beneficial ownership report filed with the SEC dated January 6, 2015.

(4)

Members of the Quintana Family, including current Directors, Mr. Alonso Quintana Kawage and Mr. Diego Quintana Kawage, directly own an aggregate of 24,287,210 million Series B shares representing 6.1% of such series. None of the members of the Quintana Family individually directly own more than 5% of any class of our shares. Percentage figures are based on the number of shares outstanding as of the date of the most recently beneficial ownership report.

(5)

(1)In addition to the Series B shares it directly owns, Aeroinvest may be deemed to beneficially own all of our shares owned by SETA by virtue of its ownership of 74.5% of SETA’s capital stock.  Aeroinvest and SETA are subsidiaries of Empresas ICA.

(2)Held in trust with Bancomext.  Aeroinvest and SETA are subsidiaries of Empresas ICA.

(3)Based on beneficial ownership report filed with the SEC dated December 31, 2013.

(4)Members of the Quintana Family, including current Directors, Mr. Alonso Quintana Kawage and Mr. Diego Quintana Kawage, directly own an aggregate of 24,287,210 million Series B shares representing 6.1% of such series.  None of the members of the Quintana Family individually directly own more than 5% of any class of our shares.  Percentage figures are based on the number of shares outstanding as of the date of the most recently beneficial ownership report.

(5)Excludes shares beneficially owned by Mr. Alonso Quintana Kawage and Mr. Diego Quintana Kawage, who own 239,700 and 461,600 Series B shares, respectively, and is included in the percentage owned by the Quintana Family as a group.

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Arrangements Relating to SETA

 

The rules governing the sale of our Series BB shares to SETA required that SETA place all of its Series BB shares in a trust in order to guarantee SETA’s performance of its obligations under the Technical Assistance Agreement and SETA’s commitment to maintain its interest in us for a specified period.  Accordingly, SETA has placed its shares into the Bancomext Trust.  Pursuant to our bylaws, the Technical Assistance Agreement, the Participation Agreement and the Bancomext Trust, SETA was required to retain at least 51% of our shares until June 14, 2007, after which it became entitled to transfer up to one eighth of this 51% during each year thereafter.  The terms of the Bancomext Trust will be extended for an additional 15 years if, at the end of the initial 15-year term, SETA holds shares representing more than 10% of our capital stock.  SETA may terminate the Bancomext Trust before the second 15-year term begins if:  (i) SETA holds less than 10.0% of our capital stock at the end of the initial

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term; and (ii) the Technical Assistance Agreement has been terminated.  If the Bancomext Trust is not terminated within the second 15-year term, SETA is required to instruct Bancomext to transfer the shares to a new trust.  SETA is required to deposit in the trust any additional shares of our capital stock that it acquires.

 

Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, chief operating officer and commercial director, to elect three members of our Board of Directors and to propose the appointment of at least one member of each of our committees.  SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our shareholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management).  Additionally, most matters voted on by the Board of Directors require the affirmative vote of the directors appointed by the holder of our Series BB shares.  In the event of the termination of Technical Assistance Agreement, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights.  If at any time before June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, it would lose its veto rights (but its other special rights would be unaffected).  If at any time after June 14, 2015, SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights.  As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place.  In addition, shareholders of SETA have allocated among themselves certain veto rights relating to the exercise by SETA of its veto and other rights, which increases the risk of impasse at the shareholders meeting of SETA and ultimately at our shareholders meetings.

 

Our bylaws, the Participation Agreement and the Technical Assistance Agreement also contain certain provisions designed to avoid conflicts of interest between SETA and us, such as approval of certain related-party transactions by our Corporate Practices, Finance, Planning and Sustainability Committee.

 

Under the terms of the Participation Agreement and the Bancomext Trust, (i) SETA’s key partners, currently Aéroports de Paris Management (ADPM) and Aeroinvest, are required jointly to maintain at least 51% ownership of SETA until June 14, 2015, (ii) Aeroinvest must maintain at least a 25.5% ownership interest in SETA until such date, and (iii) ADPM must maintain at least a 10.0% ownership interest in SETA until such date.  To the extent that a key partner acquires shares of SETA in excess of its above-referred interest, such additional interest may be sold without restriction.  There can be no assurance that theThe terms of the Participation Agreement or the Bancomext Trust would notmay be amended to reduce or eliminate these ownership commitments.  If SETA or any of its shareholders defaults on any obligation contained in the trust agreement, or if SETA defaults on any obligation contained in the Participation Agreement or the

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Technical Assistance Agreement, after specified notice and cure provisions, the Bancomext Trust provides that the trustee may sell 5.0% of the shares held in the trust and pay the proceeds of such sale to us as liquidated damages.

 

Pursuant to the consortium agreement entered into among ADPM, Aeroinvest and Vinci, S.A. (a corporation organized under the laws of France) on May 16, 2000, as amended and restated, or the consortium agreement, the shareholders of SETA agreed that ADPM shall have the right to appoint one member of our Board of Directors and that Aeroinvest shall have the right to appoint up to three directors, the third of whom must satisfy the independence criteria of the Sarbanes-Oxley Act of 2002.two directors.  Since September 14, 2005, ADPM and Aeroinvest are the sole parties to the consortium agreement.  The right to appoint certain of our officers under the consortium agreement is allocated as follows:  Aeroinvest shall appoint our chief executive officer, chief financial officer, human resources manager (subject to the

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approval of ADPM) and general counsel; ADPM shall appoint our chief operating and quality officer and our commercial and marketing officer (subject to the approval of Aeroinvest).  The maintenance and infrastructure officer shall be appointed by SETA.

 

Aeroinvest and ADPM have also agreed that, in accordance with our bylaws, at least one member of each of our Audit Committee and Corporate Practices, Finance, Planning and Sustainability Committee shall be appointed by SETA.

 

The consortium agreement also requires the unanimous vote of Aeroinvest and ADPM to approve:  (i) the pledging or creation of a security interest in any of our shares held by SETA and the shares issued by SETA; (ii) any amendments to SETA’s bylaws or the SETA shareholders’ agreement; (iii) our merger, split, dissolution or liquidation; (iv) the amendment or termination of our bylaws, the Participation Agreement, the Technical Assistance Agreement, the technology transfer agreement or related ancillary agreements; (v) changes in our capital structure; (vi) the conversion of our Series BB shares into our Series B shares; and (vii) any sale or transfer of shares of SETA.

 

Under the consortium agreement, transfers by either of Aeroinvest or ADPM of its shares in SETA to an unaffiliated third party are subject to limited rights of first refusal in favor of the non-transferring shareholder, and such transfers by Aeroinvest are subject, under certain conditions, to tag-along rights in favor of ADPM.  In addition, the consortium agreement includes put and call options in respect of shares of SETA held by Aeroinvest, whereby, from June 14, 2009, through the later of June 14, 2015, and the date that is six months following the termination of the Technical Assistance Agreement, under certain conditions, ADPM may require Aeroinvest to purchase all or a portion of shares of SETA held by ADPM, and in the event of the parties’ inability to resolve definitely a matter to be decided by the Board of Directors or shareholders of SETA, Aeroinvest may require ADPM to sell to Aeroinvest all or a portion of shares of SETA held by ADPM.

 

Arrangements Relating to Aeroinvest

 

In June 2005, SETA assigned to Aeroinvest an option to purchase Series B shares representing 36% of our then-outstanding capital stock (currently equivalent to 35.3% of our capital stock).  Aeroinvest purchased these shares from the Mexican government in December 2005 pursuant to this option, acquiring 141,120,000 Series B shares at an aggregate purchase price of U.S.$ 203.3 million (Ps. 2,165,472 thousand) (determined based on an initial price per share of U.S.$ 1.13 (Ps. 11.0198) plus an annual 5% premium, subject to decreases for any dividends declared and paid by us).  The acquisition of these Series B shares was financed through credit facilities.  These credit facilities were amended and restated to, among other things, increase the amount of the facility and the amount borrowed thereunder in October 2006 and again in April 2007.  Aeroinvest subsequently purchased additional Series B shares representing 6.6% of our capital stock.  Aeroinvest entered into agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) to refinance its existing credit facilities in June 2007.  In connection therewith, Aeroinvest assigned its economic interests (including its right to receive dividends)

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in its Series B shares representing 41.9% of our capital stock as well as 74.5% of the Series A shares of SETA.

 

On June 22, 2007, Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria, entered into a voting agreement pursuant to which Aeroinvest agreed to vote its Series B shares currently representing 24.7%23.8% of our capital stock as a bloc in the same way SETA votes its shares of our capital stock at all ordinary and extraordinary shareholders meetings, subject to certain exceptions set forth in the agreement.  An English translation of this agreement was filed as an exhibit to our annual report on Form 20-F for the year ended December 31, 2006.

 

In February 2011, Aeroinvest repaid Merrill Lynch the totality of its credit facilities.

 

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On May 15, 2013, we filed a shelf registration statement on Form F-3 with the SEC, which permits us or the selling shareholder named therein, Aeroinvest, to offer, from time to time, up to 100,000,000 Series B shares, directly or in the form of ADSs.  On July 12, 2013, Aeroinvest sold 69,000,000 shares, representing approximately 17.25% of our total capital stock, in an underwritten global public offering at a price of Ps. 40.00 per Series B share and U.S.$ 24.76 per ADS.  Following this sale of Series B shares, Aeroinvest holds 98,702,70095,213,800 Series B shares, or 24.7%23.8% of our total capital stock.

 

RELATED-PARTY TRANSACTIONS

 

Arrangements with SETA and Its Affiliates

 

The rules for the sale to SETA of the Series BB shares previously owned by the Mexican government required us to enter into a Participation Agreement with SETA and the Ministry of Communications and Transportation, which established the framework for certain related agreements:  the Option Agreement, the Technical Assistance Agreement and the Bancomext Trust.  Our Board of Directors approved these agreements, in accordance with our Related Party Guidelines.

 

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee which in 20132014 amounted to Ps. 67,36582,461 thousand (U.S.$ 5.25.6 million).  The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by SETA or its shareholders during the term of the agreement.  The agreement has an initial term of 15 years beginning June 14, 2000, and expiring on the date of the expiration of the Participation Agreement, or June 14, 2015.  The agreement automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date.  A decision by us not to renew the Technical Assistance Agreement is subject to the approval of the holders of a majority of our Series B shares that are not owned by SETA or any of its affiliates.  AOn April 23, 2015, our shareholders voted on the issue of non-renewal at our Extraordinary Shareholders’ Meeting.  As a result of not reaching the majority vote required for non-renewal, the Technical Assistance Agreement will be automatically renewed for another five-year term.

Additionally, a party may terminate the Technical Assistance Agreement prior to its expiration date upon non-compliance with its terms by the other party.  SETA provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the master development programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

 

The Technical Assistance Fee for 2000 and 2001 was fixed at U.S.$ 5.0 million.  Subsequent to January 1, 2003, the Technical Assistance Fee is equal to the greater of U.S.$ 3.0 million adjusted annually for inflation since June 14, 2006 (measured by the U.S. consumer price index), or 5% of our annual consolidated operating income (calculated prior to deducting the technical assistance fee and depreciation and amortization).  We believe that this structure creates an incentive for SETA to increase our annual consolidated earnings.  SETA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

 

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The Technical Assistance Agreement allows SETA, its shareholders and their affiliates to render additional services to us only if our Corporate Practices, Finance, Planning and Sustainability Committee determines that these related persons have submitted an arm’s-length bid in a public bidding process.  For a description of this committee, see “Item 6.  Directors, Senior Management and Employees—Committees.”

 

In 20122013 and 2013,2014, we recognized expenses of U.S.$ 5.15.1 million and U.S.$ 5.15.6 million, respectively, pursuant to the Technical Assistance Agreement plus additional nominal expenses paid to SETA and its affiliates.

Under the Option Agreement, SETA was granted options to subscribe for newly issued Series B shares representing 3% of our capital stock.  These options were originally exercisable in three tranches

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of 1% each, the first one of which expired unexercised and the second and third of which were exercised in 2006 at the price of U.S.$ 1.3527 (Ps. 14.6735) per share (determined based on an initial price per share of U.S.$ 1.1286 plus an annual 5% premium, subject to decreases corresponding to dividends declared and paid by us).

 

Arrangements with Aeroinvest and Its Affiliates

 

Our parent company Aeroinvest entered into agreements with Merrill Lynch to refinance its existing credit facilities in June 2007.  In connection with the Merrill Lynch refinancing, Aeroinvest assigned its economic interests (including its right to receive dividends) with respect to its Series B shares currently representing 24.7%23.8% of our capital stock as well as 74.5% of the Series A shares of SETA.  Aeroinvest purchased thereafter additional Series B shares representing 6.64% of our capital stock.  Although we were not parties to the refinancing agreements previously mentioned, the refinancing agreements required us to comply with certain restrictions on our ability to create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions, make investments or capital expenditures outside our master development programs.  In February 2011, Aeroinvest repaid Merrill Lynch the outstanding amounts under these credit facilities.

 

On December 20, 2011, Aeroinvest entered into a credit agreement with Bank of America, N.A., for U.S.$ 45.0 million that required us to maintain a debt to EBITDA ratio below 2.25:1.  There were no further arrangements that resulted in our guarantee, pledge of assets or stock or providing of security for Aeroinvest’s loan.  Aeroinvest prepaid the entire amount outstanding under this credit agreement on November 30, 2012.

 

On April 4, 2014 Aeroinvest pledged 26 million of our Series B shares to Banco Inbursa, S.A., Institución de Banca Multiple, Grupo Financiero Inbursa, as a guarantee for a loan to Controladora de Operaciones de Infraestructura, S.A. de C.V., in the amount of Ps. 700 million due to mature on July 4, 2014.

 

In the future, Aeroinvest could enter into additional agreements that may require us to comply with certain covenants.  Aeroinvest’s economic interests with respect to these or any other additional Series B shares purchased by Aeroinvest may become subject to an assignment under the terms of any future refinancing documents in certain circumstances.

 

Arrangements with Other Affiliates

 

We periodically engage Empresas ICA and its affiliates to provide construction and related services to us. In 2013,2014, we contracted Ps. 187,1847,767 thousand for services to be provided by Empresas ICA and its affiliates periodically.  In accordance with our Related Party Guidelines, such contracts were approved by our Board of Directors upon the recommendation of our Corporate Practices, Finance, Planning and Sustainability Committee and in accordance with Mexican Securities Law.  The Committee considered these contracts to be arm’s-length agreements based on the evaluation of these contracts by the third-party professionals Desarrollo de Ingeniería Civil y Tecnológica, S.A. de C.V. (DICTEC), represented by Jorge Moreno Anaya; and Corporativo de Ingeniería Terrestre, S.A. de C.V. (COITSA), represented by Victor Manuel Corona Ahumada.  All companies are independent experts contracted by us to evaluate offers made by Empresas ICA or its affiliates.  They determined that Empresas ICA or its affiliates’ offers were consistent with market prices.

 

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The following table shows details of the contracts concluded withamounts paid to affiliates of Empresas ICA in 2013,2014, providing for payment of Ps. 69,916128,684 thousand in exchange for the construction, rehabilitation or maintenance of runways and aprons of our airports.airports, as well as construction works for the hotel at the Monterrey airport, SAP implementation process and interests.  This amount represents 10.4%19.6% of capital expenditures plus major maintenance investments, equivalent to Ps. 673,320656,112 thousand.

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Airport

 

Amount

 

 

 

(in thousands of pesos)

 

Acapulco

Ps. 4,573

Ciudad Juárez

 

12,261Ps. 7,482

 

MazatláCuliacán

 

9,4649,314

Chihuahua

15,330

 

Monterrey

 

84318,328

 

Reynosa

 

29,82610,036

San Luis Potosí

1,426

 

Tampico

 

4,038658

 

Torreón

 

8,91111,368

Zacatecas

6,776

Consorcio Hotelero Aeropuerto Monterrey, S.A. de C.V.

29,937

Servicios Aeroportuarios del Centro Norte, S.A. de C.V.

15,917

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

2,112

 

Total

 

Ps. 69,916128,684

 

 

Transactions with Related Parties Under IFRS

 

As of December 31, 2013,2014, we had Ps. 107, 44072,111 thousand in accounts payable to related parties, and we conducted the following transactions with Empresas ICA, our indirect controlling shareholder, during 2013: (i)2014:

·On April 22, 2014, we issued a short-term promissory note (pagaré) to a subsidiary of Empresas ICA with a principal amount of Ps. 100.0 million and an annual interest rate within market prices and as an advance of part of the reimbursement of capital that a subsidiary of Empresas ICA would receive in the following months. On May 21, 2014, the subsidiary of Empresas ICA repaid the principal and interest on this short-term promissory note.

·In 2014, we entered into a transaction amounting to Ps. 66,64382,461 thousand in technical assistance fees and travel expenses and (ii)with SETA, a transactionrelated party of Empresas ICA.

·In 2014, we entered into transactions amounting to Ps. 69, 9167,767 thousand for improvements in concession assets during the same period.

·In 2014, we entered into transactions amounting to Ps. 463 thousand for administrative services.

 

Item 8.                         Financial Information

 

See “Item 18.  Financial Statements” beginning on page F-1.

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LEGAL PROCEEDINGS

 

General

 

We are involved in certain legal proceedings from time to time that are incidental to the normal conduct of our business.  In addition, the Mexican Airport and Auxiliary Services agency is currently engaged in some legal proceedings related to our airports, none of which is expected to have a material adverse effect on our business.

 

Disputed Land Ownership at the Ciudad Juárez Airport

 

Parties purporting to be former owners of land comprising a portion of the Ciudad Juárez airport initiated legal proceedings against the airport to reclaim the land, alleging that it was improperly transferred to the Mexican government.  As an alternative to recovery of this land, the claimants also sought monetary damages of U.S.$ 120.0 million.  On May 18, 2005, a Mexican court ordered us to return the disputed land to the plaintiffs.  However, that decision and three subsequent constitutional claims permitted the ruling to be reconsidered, and as a result of such constitutional claims, the original claimants must now include the Ministry of Communications and Transportation as a party to the litigation, as the Ministry of Communications and Transportation is the grantor of the concession title to the Ciudad Juárez airport.  On August 28, 2009, the Federal Governmentfederal government filed its answer to the claim, in which it requested that the trial be removed to federal court.  In May 2010, the Court of Appeals granted the Federal Government’sfederal government’s request, giving the Federal Courts jurisdiction to hear the lawsuit.  The plaintiffs filed a constitutional claim against this ruling before the Federal District Court in Chihuahua and on November 29, 2010, the District Court in Chihuahua confirmed the Court of Appeals ruling.  Against this ruling, the plaintiffs filed an appeal (recurso de revisión) before the Federal District Circuit Court and on July 7, 2011, the Federal District Circuit Court ruled that the plaintiffs’ constitutional claim should be heard by a District Court in Ciudad Juárez.  In October 2011, the District Court in Ciudad Juárez denied the plaintiffs’ constitutional claim, against which, in November 2011, the plaintiffs filed a new appeal (recurso de revisión) before the Federal District Circuit Court.  On January 7, 2012, the Federal District Circuit Court confirmed that the District Court in Ciudad Juárez had jurisdiction to hear the claim.  On April 30, 2012, the Federal District Court in Ciudad Juárez ruled that it did not have jurisdiction to hear the claim,

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and the determination of jurisdiction was sent to the Mexican Supreme Court.  However, after the Federal District Court denied jurisdiction, a conflict arose that has been resolved by the Circuit Court.  The Federal District Circuit Court ruled on January 13, 2013 that a state or local court must hear the lawsuit rather than a federal court.  The lawsuit is still underway at this time.  As of April 15, 2014,23, 2015, the final resolution of this dispute remains pending.

 

In the event that any subsequent action results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government does not subsequently exercise its power of eminent domain to retake possession of the land for our use, which we believe the terms of our concessions would require, our concession to operate the Ciudad Juárez airport would terminate.  In 2013,2014, the Ciudad Juárez airport represented 4.2%4.4% of our consolidated total revenues.  Although we believe and have been advised by the Ministry of Communications and Transportation that under the terms of our concessions the termination of our Ciudad Juárez concession would not affect the validity of our remaining airport concessions and that the Mexican government would be obligated to indemnify us against any monetary or other damages resulting from the termination of our Ciudad Juárez concession or a definitive resolution of the matter in favor of the plaintiffs, there can be no assurance that we wouldmay not be so indemnified.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

 

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Disputed Land Ownership at the Monterrey Airport

 

On January 12, 2012, a third party filed a claim that it was the owner of a property previously acquired by the Monterrey airport.  The third party is seeking a declaration that the documents of sale to the Monterrey airport are null and void based on the absence of a sale deed for the property and the restitution of the property to the third party, together with the corresponding improvements and property rights.  AsIn July 2014, a final determination was made declaring the lawsuit inadmissible on its merits and ruling in favor of April 15, 2014, the final resolutionMonterrey airport.  Thus, we consider this matter to have been closed in our favor.

Disputed Land Ownership at the Reynosa Airport

We filed a proceeding for annulment against the Mexican Bureau of Civil Aviation and the Ministry of Communications and Transportation with the Administrative Court (Tribunal de lo Contencioso Administrativo del Estado de Tamaulipas) in relation to the administrative ruling containing a constructive disapproval of the application filed by the plaintiff with the Ministry of Communications and Transportation for the return of land of 200,000 hectares (772 square miles). The plaintiff claims that this dispute remainsland is situated within Reynosa airport. The Reynosa airport has been summoned in its capacity as an interested third party.

The main claim focuses on: (i) the annulment of the administrative act that deprived the plaintiff of its ownership of the real property; (ii) the restitution of the ownership rights of which it was deprived due to an irregular administrative act; (iii) the immediate return of its ownership of the real property; and (iv) the payment of damages. These claims are based on the argument submitted by the plaintiff to the effect that the disputed land is not subject to an expropriation decree.

The submission of expert evidence by the plaintiff is currently pending.

 

As of December 31, 2013, we did not reserve any provision related to this claim, as in the eventGiven that the third party’s claimfederal government is successful, the party that sold the disputed property to the Monterrey airport wouldmain defendant in this case, if an unfavorable verdict is issued, it will be liable for paying the paymentresulting economic effect, as detailed in the concession title. We have not recorded a provision for this lawsuit because we consider the issuance of any damages.an unfavorable verdict to be unlikely.

 

Order to Close Retail Stores and Remove Advertisements at the Torreón Airport

 

On April 5, 2013, the city of Torreón ordered the closure of ten retail stores in the commercial area of the Torreón airport and removed all interior and exterior billboards at the airport, citing an alleged lack of municipal operating licenses.  On April 8, 2013, the Torreón airport filed an injunction against the order on the grounds that the city lacks the authority and power to close airport premises as the Mexican Airport Law grants the Ministry of Communications and Transportation full discretion over airport premises.  In the same injunction, the Torreón airport requested that the closing order be suspended while the injunction is pending.

 

On April 11, 2013, the District Court where the injunction was filed denied the airport’s request to provisionally suspend city of Torreón’s order.  Against this resolution, the Torreón airport filed a complaint with the Federal Circuit Court, and on April 15, 2013 and the provisional suspension was granted.

 

On April 17, 2013, (after April 15, 2013, the last date of our consolidated financial statements presented in this annual report), the Third District Judge permanently suspended the city’s order, pending a resolution of whether the city of Torreón has the authority and power to inspect the commercial and advertising areas within the Torreón airport.  In December 2013 a Federal District Court granted relief to the airport, and instructed the authorities to invalidate the municipal proceedings because they lacked the capacity to demand or require licenses inasmuch as the airport is an exclusively federal facility subject to

 

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the Federal laws.  The authorities challenged the federal verdict and the lawsuit is still being heard by the Federal Circuit Court (Tribunal Colegiado de Circuito).  As of

On April 15,24, 2014, the appeal of the city of Torreón was decided and the Federal Circuit Court ruled, in a final resolutionruling, in favor of the Torreón airport, ruling that the city of Torreón lacked the authority to impose the airport operating licensing requirement.

Order to Stop Sales in Commercial Premises Located in the Reynosa Airport

In October 2014, the municipality of Reynosa issued an inspection order and imposed a stoppage on the sales of alcoholic beverages in commercial premises located at the Reynosa airport as it had not obtained a state license for the sale of alcoholic beverages.

The airport filed a constitutional claim lawsuit against these acts to challenge the closure and unconstitutionality of municipal regulations and the applied state law. The lawsuit was rejected because the District Judge held that the concession holder did not had a valid basis for filing a constitutional claim lawsuit. This ruling was challenged by filing an appeal, which is currently awaiting a ruling. The Reynosa airport also filed a constitutional claim lawsuit against these closure acts to support the affected leaseholder.  This proceeding was accepted, although the constitutional hearing has yet to be scheduled.

As these municipal license requirements do not include economic requirements, the legal risk and impact for the Company are valued in all such legal proceedings. Consequently, we have not recorded a provision for these lawsuits because legal precedents involving favorable rulings in this dispute remains pending.regard also exist.

 

Order to Close Industrial Park Construction, Gas Station and Strip Mall at Monterrey International Airport

 

On November 19, 2013, the Apodaca municipality executed an inspection order and closed the commercial premises located in the Monterrey airport, which include a strip mall, a gas station and an industrial park, because they did not have multiple licenses for ground use and/or construction.  A constitutional claim lawsuit was filed against these acts challenging thethis shutdown and the constitutionality of the municipal order.

The court granted a provisional suspension ordering that the municipal authorities remove the barriers and enable the businesses to continue operations.  On October 14, 2014, the District Court ruled in favor of the Monterrey airport.  On November 19, 2014, the Apodaca municipality filed an appeal before the Federal Circuit Court against the judgment.

 

Furthermore,On February 4, 2015, the Apodaca municipality notifiedfiled an appeal with the Federal District Circuit Court to exercise its competence to hear and determine the appeal against the October 14, 2014 judgment of the District Court.  On March 6, 2015, the First Chamber of the Mexican Supreme Court decided to consider exercising its competence to hear the appeal.

Moreover, in February 2014, the Apodaca municipality filed a constitutional controversy lawsuit against the federal government for its approval of the Monterrey airport’s 2011-2015 master development program as well as the authorization of the construction projects, including the hotel at Terminal B, protected under amparo.  The Mexican Supreme Court agreed to hear the constitutional controversy claim but denied the Apodaca municipality’s petition for the suspension of the challenged authorizations.  However, this challenge was decided against the Apodaca municipality denying their petition to suspend the construction projects carried out at the Monterrey airport in a different official rulingunder the master development program.

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On February 18, 2015, the constitutional controversy claim was decided against the Apodaca municipality.  The judgment determined that the closure actions were flawedconstitutional controversy claim was unfounded and therefore invalid.  Even thoughdeclared the municipality invalidated the closure actions and the official notices ordering such closure, it is not barred from enforcing them again.  If there is a new official request from the municipality, the lawsuit filed willfederal government’s authorizations to be broadened and the constitutionality will be considered in the lawsuit.  As of April 15, 2014, the final resolution of this dispute remains pending.valid.

 

Tax Audit at the Acapulco Airport

 

In December 2011, the Local Tax Audit Administration of the Tax Administration Service in Acapulco conducted a new audit of the Acapulco airport and determined a tax liability of Ps. 27,876 thousand for the year of 2006 for alleged revenue omissions, excess deductions, surcharges and fines.  We filed a motion for reconsideration against such determination; the resolution for the motion resulted in a new unpaid income tax liability and additional government charges of Ps. 18,73315,946 thousand as well as profit-sharing of Ps. 2,787 thousand.  We believe that we have sufficient elements to obtain a favorable result; otherwise, we intend to file an administrative appeal with the Federal Tax and Administrative Court of Justice.  As of April 15, 2014,23, 2015, the final resolution of this dispute remains pending.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.

In opposition to this final judgment, a claim was brought before the Federal Tax and Administrative Court of Justice, which was also decided, on June 17, 2014, in our favor.  Pursuant to the decision, the Tax Administration Service (Servicio de Administración Tributaria) determined a new tax credit amounting to Ps. 11,864 thousand.  The credit was announced on December 9, 2014 and challenged before the Federal Tax and Administrative Court of Justice.  As of April 23, 2015, the claim is still pending.

 

Tax Audit at the Monterrey Airport

 

On February 9, 2012, the Apodaca Office of the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social, or “IMSS”) determined a tax credit for the Monterrey airport for the period from January 1, 2007 to December 31, 2010 for Ps. 28,300 thousand for alleged omissions in labor management fees.  The Monterrey airport submitted an appeal to this determination before the IMSS, which, in a resolution dated May 23, 2012, confirmed the tax credit.  The Monterrey airport filed an administrative appeal with the Federal Tax and Administrative Court of Justice.  In February 2014, the Federal Tax and Administrative Court of Justice issued a ruling declaring the invalidity of the resolutions, against this decision the Mexican Institute of Social Security challengingresolutions.  The IMSS challenged this court ruling and filed an appeal (recurso de revisión) before the Administrative Federal Circuit Court (Tribunal Colegiado de Circuito en Materia Administrativa).  As of April 15,In May 2014, the Federal Tax and Administrative Court of Justice declared the appeal unfounded and confirmed the judgment of the invalidity of the tax credits, in its final resolution of this dispute remains pending.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.ruling.

 

Tax Audit at the Reynosa Airport

 

On March 9, 2012, the Reynosa airport filed an administrative appeal against the Mexican Tax Administration Service’s (Servicio de Administración Tributaria) determination of a tax credit based on income tax for the year 2007 for Ps. 1,217 thousand and profit distribution for Ps. 195 thousand.  The administrative appeal is pending resolution,On January 28, 2014, the Federal Tax and Administrative Court of Justice decided partially in favor of the airport.  This judgment was challenged through a constitutional claim brought before the Federal Circuit Court and, on July 1, 2014, the Administrative Federal Circuit Court ruled in favor of the Reynosa airport.  Pursuant to the judgment, the Administrative Federal Circuit Court declared the tax credit was guaranteed through the provision of a

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bond to the Mexican Tax Administration Service.  We anticipate a favorable outcomebe invalid, in our administrative appeal.  We have not recorded any provision relating to this claim, as it is not probable that an outflow of resources embodying economic benefits will be required to settle this obligation.its final ruling.

 

Property Tax Claims

 

Administrative law proceedings have been asserted against us by thevarious municipalities of Reynosa, Zihuatanejo and Ciudad Juárez, for the payment of property taxes with respect to the real estate on which we operate our airports in those cities.  cities:

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Reynosa Airport

In February 2011, November 2011, and August 2012 and March 2014, the municipality of Reynosa filed property tax claims against us for Ps. 117,654 thousand, Ps. 127,312 thousand, and Ps. 1,119 thousand respectively.  We have filed administrative appeals to these claims.  As of April 15, 2014, our appeals were still pending.

In October 2012, the municipality of Zihuatanejo filed a property tax claim against the Zihuatanejo airport for Ps. 2,178 thousand for the period from 2004 to 2005 and Ps. 2,8551,361 thousand, for the period from 2007 to 2012 and a fine for Ps. 922 thousand.respectively.  In response to these claims, we have filed administrative appealsbefore the Administrative Court (Tribunal de lo Contencioso Administrativo del Estado de Tamaulipas).  As of April 23, 2015, our appeals were still pending.

Zihuatanejo Airport

In October 2012, the Treasury Department of the municipality of Zihuatanejo requested that the airport pay Ps. 2,178 thousand in outstanding real estate property taxes, fines and law-enforcement expenses for the periods from the second bimonthly period through the sixth bimonthly period of 2004 and the first bimonthly period through the sixth bimonthly period of 2005.

We filed an administrative appeal against this payment request before the Administrative Court (Tribunal de lo Contensioso y Administrativo del Estado de Guerrero).  In October 2012, the Municipal Finance Coordination Office of the municipality of Zihuatanejo once again determined and requested that remain pending.the airport pay Ps. 2,855 thousand in outstanding real estate property taxes, fines and law-enforcement expenses for the periods from the first bimonthly period of 2007 through the fifth bimonthly period of 2012, together with a fine for its alleged failure to pay real estate property taxes amounting to Ps. 865 thousand for the first bimonthly period of 2007 through the fifth bimonthly period of 2012, together with Ps. 57 thousand for law-enforcement expenses.  We filed a new administrative appeal with the Administrative Court against this payment request.

On April 10, 2015, a judgment was declared in our favor, but the municipality of Zihuatanejo may appeal this judgment.

Ciudad Juárez Airport

 

In November 2012, the municipality of Ciudad Juárez filed a property tax claim against the Ciudad Juárez airport for Ps. 5,823 thousand for the period from 1998 to 2012.  In response to this claim, we have filed an administrative appeal before the Administrative Court (Supremo Tribunal de Justicia del Estado de Chihuahua)In February 2013 the Administrative Court dismissed the trial after the municipality of Ciudad Juárez withdrew its property tax claim.  In May 2013, the municipality of Ciudad Juárez required a new property tax payment of Ps. 1,861 thousand for the fiscal year of 2013.  A lawsuit was filed to challenge the payment request, andrequest.  In January 2014, a judgment was declared in Februaryour favor, in a filing ruling.

Culiacán Airport

In September 2014, the court dismissed the trial after theCuliacán municipality of Ciudad Juárez withdrew itsfiled a property tax claim.claim against the Culiacán airport for Ps. 10,917 thousand.  In response to these claims, we have filed administrative appeals before the Administrative Court (Tribunal de lo Contensioso y Administrativo del Estado de Sinaloa).  As of April 23, 2015 the judgment is pending.

San Luis Potosí Airport

In December 2014, the San Luis Potosí municipality filed a property tax claim against the San Luis Potosí airport for Ps. 10,094 thousand.  In response to these claims, we have filed administrative appeals before the Administrative Court (Tribunal de lo Contensioso y Administrativo del Estado de San Luis Potosí).  As of April 23, 2015 the judgment is pending.

 

Other municipalities in which we operate may assert similar claims.

 

We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations.  Should a court determine that these taxes must be paid in response to any future proceedings, we believe that only the owners of the land would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated in the terms of our concessions.  The Mexican government has not acknowledged an obligation to pay such taxes, however, and changes to the Mexican Constitution and other applicable laws could render us liable to municipalities for property taxes in the future.  We cannot predict the amount of any such future tax liabilities or the criteria that would be used to determine them.  If such changes were to occur, and any amounts owed were substantial, these resulting tax liabilities could have a materially adverse effect on our consolidated financial condition or results of operations.

 

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Other Mexican airport operators contesting the assessment of similar property tax claims have been required to post surety bonds in connection with their challenge of those assessments.  If we are required to post similar surety bonds in the future, the terms of the surety bonds may restrict our ability to pay dividends or otherwise limit our flexibility.

 

Relocation of a Cargo Tenant at the Monterrey Airport

 

As part of the expansion and modernization of cargo operations at the Monterrey airport, we have entered into agreements with most of our cargo customers and the Mexican customs authorities under which they have agreed to relocate their operations to new facilities.  Braniff Air Freight and Company, S.A. de C.V., or Braniff, a cargo customer that leases a portion of the area originally dedicated to customs

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activities at the airport from Mexican customs authorities, filed a claim in January 2004 challenging the validity of our relocation agreement with the Mexican customs authorities.  Although Braniff’s claim was dismissed, it has refused to vacate the space it occupies.  We brought a claim against the Mexican customs authorities seeking to cause them to relocate Braniff, and a Mexican court recently entered an initial judgment in our favor.  The Mexican customs authorities did not appeal such initial judgment and we are currently requesting the execution of the court’s order against the customs authorities.  Braniff and other cargo customers (Levisa, Salvador Daw Vidal and Braniff Despachos Aduanales) challenged our efforts to seek this enforcement and obtained a suspension of the court order against the Mexican customs authority until the fulfillment of the court resolution.  On December 8, 2008, the constitutional claims filed by Braniff and other cargo customers were dismissed, and, as a consequence, the prior judgment should be executed by the Court against the customs authorities in the near future.

 

On October 30, 2009, the Mexican customs authority agreed with us and relocated in the new customs area by itself.  Braniff filed a new constitutional claim against the relocation of the customs authority, which as of May 10, 2011, was resolved denying Braniff’s request.  On April 18, 2011, the Mexican customs authorities partially complied with the court’s decision, delivering part of the Monterrey airport surface, and informed us that the remaining surface would be delivered in March 2013.  As of April 15,

On November 3, 2014, the Mexican customs authority has not deliveredfully recognized the remaining surface, forjudgment and ruled in favor to the Monterrey airport, which we intend to petitionrecovered in entirety the court to obtain compliance with the judgment.  On May 17, 2011, Braniff filed a new constitutional claim, which on October 28, 2011, was also denied.  It is possiblespace that Braniff will file a new claim; however, we believe that we would obtain a favorable resolution if they were to do so, as we have in the past.had been occupied by Braniff.

 

Outstanding Amounts Due from Airlines that Suspended Operations at Our Airports

 

Following the cessation of operations by Aerocalifornia, Avolar, Azteca, Aladia and Alma, we initiated legal proceedings against such airlines to recover outstanding amounts due, including rent, airport fees and passenger charges.

 

On June 3, 2009, the Ministry of Communications and Transportation, acting through the Mexican Bureau of Civil Aviation, temporarily suspended the operation of 25 Aviacsa aircraft.  Aviacsa received a judicial injunction that enabled it to continue to operate, and it resumed operations on June 12, 2009.  On July 6, 2009, the Ministry of Communications and Transportation suspended Aviacsa’s right to use Mexican airspace, based on non-payment of royalties owed to the Navigation Services for Mexican Airspace.  Aviacsa filed for insolvency protection on October 30, 2009.  Aviacsa accounted for 7.0% of our total passenger traffic during the January—January–June 2009 period, and 96.64% of such passengers were domestic.  As of April 15, 2014,23, 2015, this airline owed us a total amount of Ps. 26,919 thousand.  Currently we are in the process of negotiating the collection of the amounts owed to us by Aviacsa.

 

The amounts mentioned above do not include interest.  Since most of these airlines are facing insolvency proceedings and other difficulties, there can be no assurance that we willmay not be successful in the recovery of the amounts these airlines owe us.  We have created allowances for all outstanding amounts.

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Bankruptcy Proceedings of Grupo Mexicana

 

On August 3, 2010, Mexicana de Aviación announced that it filed for bankruptcy protection before the 11th Federal District Court in Mexico City and that it also sought bankruptcy protection in the United States.  On August 27, 2010, Grupo Mexicana announced the indefinite suspension of operations of Mexicana de Aviación, ClickMexicana and MexicanaLink.

 

On September 7, 2010, ClickMexicana and MexicanaLink (subsidiaries of Grupo Mexicana) filed for bankruptcy protection before the 11th Federal District Court in Mexico.  ClickMexicana and MexicanaLink’s insolvency petitions were accepted in conciliary phase on November 16, 2010.

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During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación.  Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación.  Based on international traffic, Grupo Mexicana generated 13.1% of traffic, of which Mexicana de Aviación accounted for 9.3%.  Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%.

 

In November 2010, we filed a motion (incidente de separación de bienes) against Grupo Mexicana, ClickMexicana and MexicanaLink to recover the passenger charges that Grupo Mexicana collected for us.  On January 4, 2012, a federal court of appeals (tribunal colegiado de circuito) determined that the dispute over the passenger charges was separable from the bankruptcy proceeding of ClickMexicana.  On February 8, 2012, the Federal District Court ordered the indefinite suspension of the conciliary phase for each of the Grupo Mexicana, ClickMexicana and MexicanaLink bankruptcy procedures.

 

On February 27, 2012, the Federal District Court ordered the separation of Ps. 58,075 thousand in passenger charges from the bankruptcy proceeding of ClickMexicana in our favor, and on April 18, 2012, the court ordered ClickMexicana to pay us or to declare it legally impossible to execute the payment within five days of the date of the court’s decision.  As of the date of this report, ClickMexicana has not paid us or declared payment legally impossible.

 

On June 26, 2012, the Federal District Court ordered the separation of Ps. 62,286 thousand in passenger charges from the bankruptcy proceeding of Grupo Mexicana in our favor and to pay us or to declare it legally impossible to execute the payment within five days of the date of the court’s decision.  As of the date of this report, Grupo Mexicana has not paid us or declared payment legally impossible.

 

On July 4, 2012, a federal court of appeals (tribunal colegiado de circuito) determined that the dispute over the passenger charges was separable from the bankruptcy proceeding of Mexicana Link.  On July 31, 2012, the Federal District Court ordered the separation of Ps. 12,169 thousand in passenger charges from the bankruptcy proceeding of MexicanaLink in our favor and ordered ClickMexicana to pay us or to declare it legally impossible to execute the payment within five days of the date of the court’s decision.  As of the date of this report, Mexicana Link has not paid us or declared payment legally impossible.

 

On December 13, 2012 we filed a motion for judgment execution (incidente de ejecución de sentencia) regarding the passenger charges that Grupo Mexicana collected for us, requesting that Grupo Mexicana (Mexicana, ClickMexicana and MexicanaLink) and its banks and trusts be compelled to comply with the separation judgment.  As of the date of this report, neither Grupo Mexicana nor the banks have paid us or declared the amounts held in Grupo Mexicana’s accounts.

 

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On April 4, 2014 a federal judge declared Grupo Mexicana bankrupt.  Grupo Mexicana will have to sell its remaining assets and pay creditors with the proceeds from such sale.  The union representing Grupo Mexicana flight attendants has declared that it will appeal the decision.

 

We suspended all charges to Grupo Mexicana in August 2011.  As of April 15, 2014,23, 2015, the total amount owed to us by Grupo Mexicana amounted to approximately Ps. 145,8145,845 thousand45 thousand., which has been fully reserved in previous years.  We have not charged any further amount or generated any interest on the amount owed ever since.  There can be no assurance that theseThese amounts willmay not be recovered from Grupo Mexicana.  It is unlikely that we will recover the total amount ordered to be paid as described above.

 

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DIVIDENDS AND CAPITAL STOCK REIMBURSEMENTS

 

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of its capital stock.  Our legal reserve fund was Ps. 204,476220,515 thousand as of December 31, 20132014 (excluding reserve amounts corresponding to 20132014 net income), which represented 7.6%14.8% of our capital stock as of such date.

 

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund.  The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis.  The level of earnings available for the payment of dividends was determined under MFRS on our results of operations until the year 2010.  In 2012 and 2013,Since 2011, the level of earnings available for the payment of dividends washas been determined under IFRS.  Our subsidiaries are required to allocate 5% of earnings to their respective legal reserve funds prior to paying dividends to us.  We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

 

Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (charged against cumulative net income and payable by us).  Companies are entitled to apply any corporate-level dividend tax on the distribution of earnings as a credit against their Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid.  Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax.  Furthermore, dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs are currently not subject to Mexican withholding tax.

 

On April 14, 2011, our shareholders approved a new dividend policy, applicable to our results of operations starting in 2011.

 

Our dividend policy seeks to ensure the tax efficient payment of dividends.  Because any dividend we expect to pay will likely be subject to the corporate-level dividend tax referred to above, our dividend policy has been designed to ensure that any corporate-level dividend tax we pay may be applied by us as a credit against its projected future corporate income tax liability in the year paid and in the subsequent two years.

 

Our dividend policy has a fixed and a variable component paid annually in equal quarterly installments.  The fixed component is Ps. 325,000 thousand per year.  The variable component will be based on the funds available for distribution in excess of the fixed component.

 

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Our dividend policy applicable to our results of operations until the year 2010 presupposed that the declaration and amount of dividends paid were subject to (and determined by) the following factors:

 

·                 compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund of 5%;

 

·                 maintaining sufficient cash reserves, as determined by our Board of Directors, necessary to cover our projected investments for the subsequent 12 months and our expected operating expenses for the subsequent six months;

 

·                 the amount of dividends to be paid may be limited to the extent necessary to avoid generating a tax liability that cannot be credited against our expected income tax liability in the

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subsequent two years (which is the period during which Mexican law allows us to credit the corporate-level dividend tax against our income tax liability); and

 

·                 maintaining sufficient cash reserves, as determined by our Board of Directors, as to allow us to react to or prevent any adverse financial change in the operations of the business.

 

Our current dividend policy presupposes that the declaration and amount of dividends paid are subject to (and determined by) the following factors:

 

·                 dividends are subject to the approval of our shareholders, based on the recommendation of our Board of Directors;

 

·                 compliance with applicable law regarding the declaration and payment of dividends with respect to any year, including the establishment of the statutory legal reserve fund of 5%;

 

·                 both the fixed and the variable amount of dividends will be subject to our financial position and dependent upon there being no adverse financial changes; and

 

·                 the payment of dividends must be tax efficient.

 

Our dividend policy applicable to our results of operations until the year 2010 was prepared based on then current Mexican tax law and our then-current projections of our future earnings and corporate income tax liability.  Our current dividend policy was prepared based on current Mexican tax law and our current projections of our future earnings and IFRS.  Changes in Mexican tax law and our actual results of operations could cause our Board of Directors to propose to our shareholders to change the current dividend policy.

 

We declare our dividends in pesos.  In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the deposit agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax.  Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

 

The declaration, amount and payment of dividends, if any, are subject to the approval of either (i) holders of a majority of our capital stock present at a shareholders’ meeting and, so long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the approval of SETA (as the holder of the Series BB shares) or (ii) holders of 95% of our capital stock.

 

On January 31, 2007, our shareholders approved a proposal to include quarterly dividend payments in our dividend policy.  Dividends are paid in four equal payments on the following dates in

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any given year:  July 15, October 15, January 15 and April 15, or on the following business day in case any of this dates is a non-business day.

 

On April 3, 2008, our shareholders approved a cash dividend of Ps. 434,240 thousand, or Ps. 1.0856 per share, to be paid in four equal quarterly installments of Ps. 0.2714 per share.

 

On April 24, 2009, our shareholders approved a cash dividend of Ps. 400,000 thousand, or Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share.

 

On April 16, 2010, our shareholders approved a cash dividend of Ps. 400,000 thousand, or Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share.

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On April 14, 2011, our shareholders approved a cash dividend of Ps. 400,000 thousand, or Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share.

 

On April 18, 2012, our shareholders voted to reduce the minimum fixed capital without cancellation of the number of shares representing common stock by means of a lump sum reimbursement to shareholders in the amount of Ps. 1.25 per share to be paid in cash for each share outstanding no later than July 18, 2012.

 

On April 16, 2013, our shareholders voted to reduce the minimum fixed capital without cancellation of the number of shares representing common stock by means of a reimbursement of Ps. 3.00 per share to be paid in cash for each share outstanding in five installments:  an extraordinary initial payment of Ps. 1.00 per share no later than June 2013 and four regular subsequent quarterly payments no later than July 2013, October 2013, January 2014 and April 2014, respectively.  We held our Board of Directors meeting on November 5, 2013 approved paying the fourth and fifth installments in a single payment, after taking into account our liquidity position.  A total payment of Ps. 400 million, or Ps.1.00Ps. 1.00 per share, was made on November 29, 2013.

 

On April 10, 2014, our shareholders voted to reduce the minimum fixed capital without cancellation of the number of shares representing common stock by means of a reimbursement of Ps. 3.00 per share to be paid in cash for each share outstanding in four installments, an initial payment of Ps. 1.00 per share no later than May 2014, two subsequent payments of Ps. 0.75 per share no later than July and September 2014 and one final payment of Ps. 0.50 per share no later than November 2014.

 

Certain distributions that we make to our shareholders other than capital reimbursements (in the manner described above), including amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes.  The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

 

Item 9.                        The Offer and Listing

 

SHARE PRICE HISTORY

 

The following table sets forth, for the periods indicated, the highest and lowest closing prices for (i) the ADSs on the NASDAQ in U.S. dollars and (ii) our common shares on the Mexican Stock Exchange in pesos.  For more information, see “Item 3.  Key Information—Exchange Rates” for the exchange rates applicable during the periods set forth below.  The information set forth in the table below reflects actual historical amounts at the trade dates and has not been restated in constant pesos.  As of the date of this report, we do not use the services of a market maker.

 

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U.S.$ per ADS(1)

 

Pesos per Series B Share

 

 

U.S.$ per ADS(1)

 

Pesos per Series B Share

 

 

Lowest

 

Highest

 

Lowest

 

Highest

 

 

Lowest

 

Highest

 

Lowest

 

Highest

 

2009

 

7.37

 

14.02

 

12.53

 

22.98

 

2010

 

11.51

 

16.27

 

18.71

 

24.98

 

 

11.51

 

16.27

 

18.71

 

24.98

 

2011

 

12.25

 

18.85

 

20.08

 

27.40

 

 

12.25

 

18.85

 

20.08

 

27.40

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

13.05

 

16.79

 

21.85

 

27.00

 

 

13.05

 

16.79

 

21.85

 

27.00

 

Second quarter

 

13.45

 

16.62

 

23.60

 

27.65

 

 

13.45

 

16.62

 

23.60

 

27.65

 

Third quarter

 

16.05

 

18.10

 

27.00

 

29.83

 

 

16.05

 

18.10

 

27.00

 

29.83

 

Fourth quarter

 

17.88

 

23.81

 

28.69

 

37.86

 

 

17.88

 

23.81

 

28.69

 

37.86

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

First quarter

 

22.47

 

33.4

 

35.99

 

49.85

 

 

22.47

 

33.4

 

35.99

 

49.85

 

Second quarter

 

22.83

 

34.35

 

37.97

 

52.51

 

 

22.83

 

34.35

 

37.97

 

52.51

 

Third quarter

 

24.85

 

30.79

 

40.01

 

48.57

 

 

24.85

 

30.79

 

40.01

 

48.57

 

Fourth quarter

 

25.38

 

28.4

 

41.42

 

46.75

 

 

25.38

 

28.4

 

41.42

 

46.75

 

 

 

 

 

 

 

 

 

 

2014

 

 

 

 

 

 

 

 

 

First quarter

 

24.20

 

28.95

 

40.43

 

47.43

 

Second quarter

 

28.60

 

33.11

 

47.01

 

54.03

 

Third quarter

 

31.55

 

35.67

 

51.51

 

59.03

 

Fourth quarter

 

33.50

 

40.13

 

56.95

 

68.82

 

Monthly Prices

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October 2013

 

26.87

 

28.40

 

43.01

 

46.75

 

November 2013

 

25.38

 

27.47

 

41.42

 

44.93

 

December 2013

 

26.70

 

28.40

 

43.75

 

45.90

 

January 2014

 

24.82

 

27.32

 

41.45

 

45.36

 

February 2014

 

24.53

 

26.10

 

40.91

 

43.34

 

March 2014

 

24.20

 

28.95

 

40.43

 

47.43

 

October 2014

 

33.58

 

39.60

 

56.95

 

67.09

 

November 2014

 

36.57

 

40.13

 

63.55

 

68.82

 

December 2014

 

33.50

 

37.38

 

61.35

 

68.70

 

January 2015

 

35.16

 

38.78

 

65.42

 

70.77

 

February 2015

 

36.75

 

39.42

 

68.63

 

73.62

 

March 2015

 

34.10

 

38.90

 

66.44

 

74.29

 

 

(1)          Eight Series B shares per ADS.

 

Sources:Mexican Stock Exchange and NASDAQ.

 

TRADING ON THE MEXICAN STOCK EXCHANGE

 

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico.  Founded in 1894, it ceased operations in the early 1900s and was reestablished in 1907.  The Mexican Stock Exchange is organized as a corporation (sociedad anónima bursátil de capital variable) whose shares are held by brokerage firms.  These firms are exclusively authorized to trade on the floor of the Exchange.  Trading on the Mexican Stock Exchange takes place exclusively through an automated inter-dealer quotation system known as SENTRA, which is open between the hours of 8:30 a.m. and 3:30 p.m., Mexico City time, each business day.  Each trading day is divided into six trading sessions with 10-minute periods separating each session.  Trades in securities listed on the Mexican Stock Exchange can, subject to certain requirements, also be made outside the Exchange.  Due primarily to tax considerations, however, most transactions in listed Mexican securities are made through the Exchange.  The Mexican Stock Exchange operates a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility.  The suspension procedures will not apply to shares that are directly or indirectly (through ADSs or CPOs) quoted on a stock exchange outside Mexico.

 

Settlement is effected two business days after a share transaction on the Mexican Stock Exchange.  Deferred settlement, even if by mutual agreement, is not permitted without the approval of the CNBV.  Most securities traded on the Mexican Stock Exchange are on deposit with Indeval, a privately

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owned central securities depositary that acts as a clearing house, depositary, custodian and registrar for Mexican Stock Exchange transactions, eliminating the need for the physical transfer of shares.

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The Mexican Stock Exchange is one of Latin America’s largest exchanges based on market capitalization, but it remains relatively small and illiquid compared to major world markets and therefore subject to greater volatility.

 

As of December 31, 2013, 1312014, 141 Mexican companies, excluding mutual funds, had equity listed on the Mexican Stock Exchange.  In 2013,2014, the 10 most actively traded equity issues (excluding banks) represented approximately 61.9%64.8% of the total volume of equity issues traded on the Mexican Stock Exchange.  Although the public participates in the trading of securities, a major part of the activity of the Mexican Stock Exchange reflects transactions by institutional investors.  There is no formal over-the-counter market for securities in Mexico.

 

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States.  In late October 1997, for example, prices of both Mexican debt securities and Mexican equity securities dropped substantially following declines earlier in the year in the Asian, Russian and Brazilian securities markets.

Reporting Obligations

 

As a company with securities listed on the Mexican Stock Exchange and NASDAQ, we are subject to several reporting and disclosure obligations regarding corporate information and material events set forth by the Mexican and U.S. securities laws, which include filing quarterly and annual financial reports, as well as corporate information and disclosing material events to the regulatory authorities in Mexico and the United States.

 

For the last three years, we have duly and timely filed all the information that we are obligated to file in order to comply with the Mexican and U.S. securities laws.

 

Material Changes to the Rights Conferred by Our Securities Registered with the Mexican National Registry of Securities and Traded in the Mexican Market

 

As of December 31, 2013,2014, there have been no material changes to the rights conferred by our securities registered with the Mexican National Registry of Securities and traded in the Mexican market.

 

Item 10.                 Additional Information

 

Bylaws

 

This section summarizes certain provisions of Mexican law and our bylaws (estatutos sociales), a copy of which is attached to this Form 20-F as Exhibit 1.1.

 

At our Extraordinary Shareholders’ Meeting held on October 2, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil and to conform our bylaws to the provisions of the Mexican Securities Law.  Some of the relevant changes included the enhancement of certain provisions applicable to the corporate governance of public companies, clarification of certain provisions relating to directors’ and officers’ liability and the elimination of restrictions on ownership of our shares.

 

Our bylaws were further amended in the shareholders’ meeting held on April 3, 2008.  In particular, the primary change concerned the elimination of the Nominations Committee and transfer of such Committee’s duties to the shareholders meeting and, where appropriate, to the Board of Directors.

 

At our shareholders’ meetings held on April 10, 2014, April 16, 2013 and April 18, 2012, our bylaws were further amended to reflect the amounts of fixed minimum common stock after our capital stock reimbursements.

 

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At our Extraordinary Shareholders’ meeting, held on April 23, 2015, our shareholders, at the request of one of our non-controlling shareholders, voted on, among other items, the renewal or non-renewal of the Technical Assistance Agreement.  As a result of not reaching the majority vote required for its non-renewal, the Technical Assistance Agreement will be automatically renewed for another five-year term.

Purposes

 

The purposes of the Company include the following:

 

·

·to acquire shares of or interests or participations in privately or state-owned companies engaged in the management, operation (including the provision of aeronautical, complementary, commercial and construction services) and/or development of civilian airports pursuant to the Mexican Airport Law (Ley de Aeropuertos) and its regulations and to participate in the capital stock of companies engaged in the provision of all types of services;

·to receive from any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes;

·to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports;

·to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in Mexico or abroad;

·to obtain all types of secured and unsecured loans or credit facilities and to grant loans to any association, company, entity or individual in which it holds more than 50% of the capital stock with voting rights or which is otherwise under its control; and

·to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% of the shares of stock with voting rights or which is otherwise under its control.

·

to receive from any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes;

·

to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports;

·

to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in Mexico or abroad;

·

to obtain all types of secured and unsecured loans or credit facilities and to grant loans to any association, company, entity or individual in which it holds more than 50% of the capital stock with voting rights or which is otherwise under its control; and

·

to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% of the shares of stock with voting rights or which is otherwise under its control.

 

Election of Directors

 

The Board of Directors is responsible for the oversight of our business.  Pursuant to our bylaws, the Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members.  Our Board of Directors currently consists of 11 directors and 1 alternate director, each of whom is elected at the annual shareholders’ meeting.  Under the Mexican Securities Law and our bylaws, at least 25% of our directors must be independent.  Under Mexican law, the determination as to the independence of our directors made by our shareholders’ meeting may be contested by the CNBV.

 

At each shareholders’ meeting for the election of directors (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the “ParticipationParticipation Agreement and the Technical Assistance Agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB shares and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).  The candidates to be considered for election as directors by the shareholders will be proposed to the shareholders’ meeting by the Board.  Any slate of

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candidates proposed by the Board shall include independent directors to the extent required by the Mexican Securities Law and other applicable law.

 

Under the Participation Agreement, NAFIN, as trustee of the Ministry of Communications and Transportation, Bancomext, Constructoras ICA, S.A. de C.V. and SETA agreed that three of our directors

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are to be elected by SETA, as holder of the Series BB shares and three are to be elected by Constructoras ICA, S.A. de C.V.  Five of our directors are independent.

 

Authority of the Board of Directors

 

The Board of Directors has broad authority to manage the company.  Pursuant to the Mexican Securities Law, the Board of Directors is required to approve, among other matters:

 

·our general strategy;

·the business plan and the investment budget on an annual basis;

·capital investments not considered in the approved annual budget for each fiscal year;

·the proposal to increase our capital or that of our subsidiaries;

·our five-year master development program and any amendments thereto for each of our airports to be submitted to the Ministry of Communications and Transportation;

·the voting of the shares we hold in our subsidiaries;

·our management structure and any amendments thereto;

·the election of our chief executive officer from the candidates proposed by the Series BB directors and the approval of his or her compensation or his or her removal for cause;

·any transfer by us of shares in our subsidiaries;

·subject to the recommendation of the Corporate Practices, Finance, Planning and Sustainability Committee, among other matters, (i) the guidelines for the use of the assets of our subsidiaries, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our Board of Directors, principal officers or other relevant persons to take advantage of business opportunities for his own benefit or for the benefit of third parties that originally corresponded to us or the companies under our control or in which we have a significant influence and that exceed the limits set forth under item (vii) of the next paragraph and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement;

·subject to the recommendation of the Audit Committee, among other matters, (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and sale of our own stock, (iii) guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated assets or U.S.$ 20.0 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$ 40.0 million or in excess of the debt level set forth in the annual business plan, which must not exceed a 50% debt-to-capital ratio;

our general strategy;

·

the business plan and the investment budget on an annual basis;

·

capital investments not considered in the approved annual budget for each fiscal year;

·

the proposal to increase our capital or that of our subsidiaries;

·

our five-year master development program and any amendments thereto for each of our airports to be submitted to the Ministry of Communications and Transportation;

·

the voting of the shares we hold in our subsidiaries;

·

our management structure and any amendments thereto;

·

the election of our chief executive officer from the candidates proposed by the Series BB directors and the approval of his or her compensation or his or her removal for cause;

·

any transfer by us of shares in our subsidiaries;

·

subject to the recommendation of the Corporate Practices, Finance, Planning and Sustainability Committee, among other matters, (i) the guidelines for the use of the assets of our subsidiaries, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our Board of Directors, principal officers or other relevant persons to take advantage of business opportunities for his own benefit or for the benefit of third parties that originally corresponded to us or the companies under our control or in which we have a significant influence and that exceed the limits set forth under item (vii) of the next paragraph and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement;

·

subject to the recommendation of the Audit Committee, among other matters, (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and sale of our own stock, (iii) guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or

 

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·the creation of, and assignment of responsibilities to, new committees or changing the responsibilities assigned to existing committees;

 

·the appointment of members of the Corporate Practices, Finance, Planning and Sustainability Committee in which at least one of its members shall be appointed from those proposed by the members of the Board of Directors appointed by the holders of Series BB shares;

·proposals to the shareholders’ meetings regarding (i) our dividend policy and (ii) the use of our retained earnings;

·subject to certain conditions, the appointment of provisional members of the Board of Directors, without the need for a shareholders’ meeting for such provisional appointment;

·the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the Board of Directors on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information and (iv) the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

·the appointment, removal, duties and responsibilities of our internal auditor;

·policies with regard to the disclosure of information to our shareholders, the market and to other members of the Board of Directors and relevant officers as well as decisions with regards to specific information to be released;

·actions to be taken in order to rectify any known irregularity and to implement any corrective measures;

·the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and

·resolutions instructing our chief executive officer to disclose material information to the general public.

exceeding 5% of our consolidated assets or U.S.$ 20.0 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$ 40.0 million or in excess of the debt level set forth in the annual business plan, which must not exceed a 50% debt-to-capital ratio;

·

the creation of, and assignment of responsibilities to, new committees or changing the responsibilities assigned to existing committees;

·

the appointment of members of the Corporate Practices, Finance, Planning and Sustainability Committee in which at least one of its members shall be appointed from those proposed by the members of the Board of Directors appointed by the holders of Series BB shares;

·

proposals to the shareholders’ meetings regarding (i) our dividend policy and (ii) the use of our retained earnings;

·

subject to certain conditions, the appointment of provisional members of the Board of Directors, without the need for a shareholders’ meeting for such provisional appointment;

·

the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the Board of Directors on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information and (iv) the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

·

the appointment, removal, duties and responsibilities of our internal auditor;

·

policies with regard to the disclosure of information to our shareholders, the market and to other members of the Board of Directors and relevant officers as well as decisions with regards to specific information to be released;

·

actions to be taken in order to rectify any known irregularity and to implement any corrective measures;

·

the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and

·

resolutions instructing our chief executive officer to disclose material information to the general public.

 

Under our bylaws, resolutions at meetings of the Board of Directors with respect to any of the items listed above will be valid only if approved by the members of the Board of Directors elected by the holders of the Series BB shares.

 

Powers of Series BB Directors

 

The Series BB directors are entitled to:  (i) nominate the candidates for chief executive officer to our Board of Directors, (ii) move for the removal of our chief executive officer, (iii) appoint and remove half of our executive officers in accordance with the guidelines established in the Technical Assistance Agreement and the guidelines approved by our Board of Directors and (iv) appoint at least one member to each of our committees.

 

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In addition, any matter requiring approval of the Board of Directors under our bylaws, as indicated above, will require the approval of a majority of the directors appointed by the Series BB shareholders for so long as the Series BB shares represent at least 7.65% of our capital stock.

 

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Our Capital Stock

 

Pursuant to our bylaws, our capital stock has a variable portion.  As of the date of this report, the Company has a fixed minimum capital stock, without withdrawal rights, of Ps. 1,508,446,8261,508,446,826.75 represented by 400,000,000 ordinary nominal Class I shares, without par value, which are fully subscribed and paid, of which 341,200,000 are Series B shares and 58,800,000 are Series BB shares.  For the last three years, no part of our capital stock has been paid in-kind.

 

Our capital stock has been modified during the last three years as a consequence of the following events:

 

·On April 18, 2012, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 500,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 1.25 per share.  As a consequence, the fixed portion of our capital stock decreased from Ps. 4,408,446,826.75 to Ps. 3,908,446,826.75; and

·On April 16, 2013, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 1,200,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 3.00 per share.  As a consequence, the fixed portion of our capital stock decreased from Ps. 3,908,446,826.75 to Ps. 2,708,446,826.75.

·On April 10, 2014, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 1,200,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 3.00 per share.  As a consequence, the fixed portion of our capital stock decreased from Ps. 2,708,446,826.75 to Ps. 1,508,446,826.75.

On April 18, 2012, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 500,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 1.25 per share. As a consequence, the fixed portion of our capital stock decreased from Ps. 4,408,446,826.75 to Ps. 3,908,446,826.75; and

·

On April 16, 2013, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 1,200,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 3.00 per share. As a consequence, the fixed portion of our capital stock decreased from Ps. 3,908,446,826.75 to Ps. 2,708,446,826.75.

·

On April 10, 2014, our shareholders approved a decrease in the fixed portion of our capital stock in the amount of Ps. 1,200,000 thousand, to be conducted without decreasing the number of shares, by reimbursing the shareholders in the amount of Ps. 3.00 per share. As a consequence, the fixed portion of our capital stock decreased from Ps. 2,708,446,826.75 to Ps. 1,508,446,826.75.

 

We have not conducted any issuance of shares during the last three years, and we are not beneficiaries of any derivative instruments payable in-kind, which have Series B or Series BB shares, or any other security representing those shares, as underlying assets.

 

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 15, 2014:23, 2015:

 

 

Authorized

 

Issued and Outstanding

 

 

 

 

 

 

Authorized

 

Issued and Outstanding

 

Capital Stock:

 

 

 

 

 

 

 

 

 

 

 

 

Series B shares

 

341,200,000

 

338,318,023

 

 

341,200,000

 

 

336,144,850

 

 

Series BB shares

 

58,800,000

 

58,800,000

 

 

58,800,000

 

 

58,800,000

 

 

 

 

 

 

 

Total

 

400,000,000

 

397,118,023

 (1)

 

400,000,000

 

 

394,944,850

  (1)

 

 

(1)          The difference between our authorized capital stock and our issued and outstanding capital stock constitutes 2,881,9775,055,150 shares repurchased and held by the Company.

 

All ordinary shares confer equal rights and obligations to holders within each series.  The Series BB shares have special voting and other rights described below.

 

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Our bylaws provide for the issuance of the following shares, which have the characteristics described below:

 

·

·Series B. Series B shares currently represent 85.3% of our capital. Series B shares may be held by any Mexican or foreign natural person, company or entity.

·

Series BB. Series BB shares currently represent 14.7% of our capital. Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations (Ley General de Sociedades Mercantiles), may be held by any Mexican or foreign natural person, company or entity.

 

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·Series BB. Series BB shares currently represent 14.7% of our capital.  Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations (Ley General de Sociedades Mercantiles), may be held by any Mexican or foreign natural person, company or entity.

Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley(Ley de Inversión Extranjera)Extranjera), foreign persons may not, directly or indirectly, own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments (Comisió(Comisión Nacional de Inversiones Extranjeras)Extranjeras) is obtained.

 

Voting Rights and Shareholders’ Meetings

 

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders.  Holders of Series BB shares are entitled to elect three members of our Board of Directors.

 

Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary and special.  Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meetings.  An annual ordinary shareholders’ meeting must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on our financial statements, the appointment of members of the Board, declaration of dividends and the determination of compensation for members of the Board.  Under the Mexican Securities Law, our ordinary shareholders’ meeting, in addition to those matters described above, must approve any transaction representing 20% or more of our consolidated assets, executed in a single or a series of transactions, during any fiscal year.

 

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

 

·

extension of a company’s duration or voluntary dissolution;

·

an increase or decrease in a company’s minimum fixed capital;

·

change in corporate purpose or nationality;

·

any transformation, merger or spin-off involving the company;

·

any stock redemption or issuance of preferred stock or bonds;

·

the cancellation of the listing of our shares with the Mexican National Registry of Securities or on any stock exchange;

·

amendments to a company’s bylaws; and

·

·extension of a company’s duration or voluntary dissolution;

·an increase or decrease in a company’s minimum fixed capital;

·change in corporate purpose or nationality;

·any transformation, merger or spin-off involving the company;

·any stock redemption or issuance of preferred stock or bonds;

·the cancellation of the listing of our shares with the Mexican National Registry of Securities or on any stock exchange;

·amendments to a company’s bylaws; and

·any other matters for which applicable Mexican law or the bylaws specifically require a general extraordinary shareholders’ meeting.

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Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

 

Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City.  Calls for shareholders’ meetings must be made by the Chairman, the Secretary, two members of the Board of Directors, the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee.  Any shareholder or group of shareholders representing at least 10% of our

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capital stock has the right to request that the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee calls a shareholders’ meeting to discuss the matters indicated in the relevant request.  If the president of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10% of our capital stock may request that the call be made by a competent court.

 

Calls for shareholders’ meetings must be published in the Mexican Official Gazette of the Federation or in one newspaper of general circulation in Mexico City at least 15 calendar days prior to the date of the meeting.  Each call must set forth the place, date and time of the meeting and the matters to be addressed.  Calls must be signed by whoever makes them, provided that calls made by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee for that purpose.  Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing our capital are duly represented.

 

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in our share registry; and (ii) at least 24 hours prior to the commencement of the meeting submit (a) an admission ticket issued by us for that purpose and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Law.  The share registry will be closed three days prior to the date of the meeting.  Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.  Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses.  Ownership of shares may be evidenced by a certificate issued by a securities depositary (or Indeval) coupled with a certificate issued by any institution with an account at Indeval.

 

At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs.  Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

 

Quorum

 

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented.  Resolutions at ordinary meetings of shareholders are valid when approved by a majority of the shares present at the meeting.  Any number of shares represented at an ordinary meeting of shareholders convened pursuant to a second or subsequent call constitutes a quorum.  Resolutions at ordinary meetings of shareholders convened in this manner are valid when approved by a majority of the shares present at the meeting.

 

Extraordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when at least 75% of the shares representing our capital are present or duly represented and no minimum number of shares is required for a quorum at a second call for an extraordinary shareholders’ meeting. 

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Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more than 50% of our capital.

 

Notwithstanding the foregoing, resolutions at extraordinary meetings of shareholders called to discuss any of the items listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

 

·any amendment to our bylaws that: (i) changes or deletes the authorities of our committees or (ii) eliminates or modifies any minority rights;

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·any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

·termination of the Participation Agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA;

·a merger with an entity that conducts business that is not related to the business of us or our subsidiaries; and

·a spin-off, dissolution or liquidation.

any amendment to our bylaws that: (i) changes or deletes the authorities of our committees or (ii) eliminates or modifies any minority rights;

·

any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

·

termination of the Participation Agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA;

·

a merger with an entity that conducts business that is not related to the business of us or our subsidiaries; and

·

a spin-off, dissolution or liquidation.

 

Our bylaws also establish that a delisting of our shares requires the vote of holders of 95% of our capital stock.

 

Veto Rights of Holders of Series BB Shares

 

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the items listed below will only be valid if approved by a vote of at least 95% of our capital stock or a majority of the Series BB shares:

 

·

approval of our financial statements and those of our subsidiaries;

·

anticipated liquidation or dissolution;

·

capital increases or decreases of us or of our subsidiaries;

·

declaration and payment of dividends;

·

amendment to our bylaws;

·

mergers, spin-offs, reclassifications, consolidations or share splits;

·

grant or amendment of special rights of any series of shares of our capital stock;

·

any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and

·

·approval of our financial statements and those of our subsidiaries;

·anticipated liquidation or dissolution;

·capital increases or decreases of us or of our subsidiaries;

·declaration and payment of dividends;

·amendment to our bylaws;

·mergers, spin-offs, reclassifications, consolidations or share splits;

·grant or amendment of special rights of any series of shares of our capital stock;

·any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and

·any shareholder resolution with respect to a matter requiring the affirmative vote of the directors appointed by the holders of our Series BB shares.

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Right of Withdrawal

 

Any shareholder having voted against a resolution validly adopted at a meeting of our shareholders with respect to (i) a change in our corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving us in which we are not the surviving entity or the dilution of its capital stock by more than 10% or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with us within 15 days following the holding of the relevant shareholders’ meeting.  The redemption of the shareholders’ shares will be effected at the lower of (a) 95% of the average trading price determined based on the average of the prices of our shares on the 30 days on which the shares may have been quoted prior to the date of the meeting or (b) the book value of the shares in accordance with the most recent audited financial statements approved by our shareholders’ meeting.

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Dividends and Distributions

 

At our annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval our financial statements for the preceding fiscal year as presented by our Chief Executive Officer.  Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation).  Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares.  The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock.  A full discussion of our dividend policy may be found in “Item 8. Financial Information—Dividends.”

 

Registration and Transfer

 

Our shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Law and regulations issued by the CNBV.  Our shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto.  Our shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval.  Indeval is the holder of record in respect of all such shares held in book-entry form.  Indeval will issue certificates on behalf of our shareholders upon request.  Accounts may be maintained at Indeval by the following participants: brokers, banks, other financial entities or other entities approved by the CNBV.  We maintain a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval or any related Indeval participants indicating ownership, will be recognized as our shareholders.  The transfer of shares must be registered in our stock registry.  In the case of an international offering, the Depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

 

Series BB shares may only be transferred after conversion into Series B shares and are subject to the following rules:

 

·                 SETA was required to retain at least 51% of its Series BB shares until June 14, 2007.  Since June 14, 2007, SETA is free to sell in any year up to one eighth of such 51% interest in Series BB shares.  To date, SETA has not elected to transfer any such shares.

 

·                 If SETA owns Series BB shares that represent less than 7.65% of our capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

 

·                 If SETA owns Series BB shares representing at least 7.65% of our capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of

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at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion.

 

For purposes of our bylaws, a “related person” means, with respect to any person:

 

·                 any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

 

·                 any corporation or person having the capacity to determine the business guidelines and policies of such person;

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·                 in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

 

·                 SETA; or

 

·                 with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the Technical Assistance Agreement.

 

For purposes of our bylaws, “control” of a person, with respect to any person, is defined as:

 

·                 the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person;

 

·                 the contractual right to elect the majority of the members of the Board of Directors of the person;

 

·                 the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders; or

 

·                 existence of commercial relations representing the purchase of more than 15% of the total annual sales of such person.

 

Shareholder Ownership Restrictions and Anti-Takeover Protection

 

Under the Mexican Airport Law:

 

·                 no more than 5% of our outstanding capital stock may be owned by air carriers; and

 

·                 foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

 

The foregoing ownership restrictions do not apply to:

 

·                 the Mexican government;

 

·                 NAFIN, in its capacity as trustee of the Ministry of Communications and Transportation;

 

·                 institutions that act as depositaries for securities; and

 

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·                 financial and other authorized institutions that hold securities for the account of beneficial owners (including the depositary), provided that such beneficial owners are not exempt from the ownership restrictions.

 

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” us or any of our subsidiary concession holders.

 

Under the Mexican Airport Law, any acquisition of control requires the prior consent of the Ministry of Communications and Transportation.

 

For purposes of these provisions, “related person” and “control” are defined above under “Registration and Transfer.”

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The Mexican Securities Law contains provisions relating to public tender offers and certain other share acquisitions.  Any intended acquisition of our shares that results in the acquirer obtaining control of our voting shares (our Series B shares and Series BB shares considered together) requires the acquirer, with the prior approval of the CNBV, to make a mandatory public tender offer for the greater of (i) the percentage of the capital stock intended to be acquired or (ii) 10% of our capital stock.  Any intended acquisition of our shares that is aimed at obtaining control requires the potential acquirer to make a mandatory tender offer for 100% of our outstanding capital stock (in addition to the approval of the Ministry of Communications and Transportation).  The tender offer must be made at the same price to all shareholders and classes of shares.  Our Board of Directors must issue its opinion of any tender offer resulting in a change of control, which opinion must take into account minority shareholder rights and which may be accompanied by an independent fairness opinion.  Directors and principal officers are required to disclose whether they will participate in the tender.

 

Under the Mexican Securities Law, all tender offers must be open for at least 20 business days, and purchases thereunder are required to be made pro rata to all tendering shareholders.  The Mexican Securities Law only permits the payment of certain amounts to controlling shareholders over and above the offering price if these amounts are fully disclosed, approved by the Board of Directors and paid solely in connection with non- compete or similar obligations.

 

Certain Minority Protections

 

Pursuant to the Mexican Securities Law and the Mexican General Law of Business Corporations, there are several protections afforded to minority shareholders.  These protections include provisions that permit:

 

·                 holders of at least 10% of our outstanding capital stock:

 

                to vote (including in a limited or restricted manner) to request a call for a shareholders’ meeting;

 

                to request that resolutions with respect to any matter on which they were not sufficiently informed be postponed; and

 

                to appoint one member of our Board of Directors and one alternate member of our Board of Directors.

 

·                 holders of 20% of our outstanding capital stock to oppose any resolution adopted at a shareholders’ meeting and file a petition for a court order to suspend the resolution temporarily, within 15 days following the adjournment of the meeting at which the action was

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taken, provided that (i) the challenged resolution violates Mexican law or our bylaws, (ii) the opposing shareholders neither attended the meeting nor voted in favor of the challenged resolution and (iii) the opposing shareholders deliver a bond to the court to secure payment of any damages that we may suffer as a result of suspending the resolution, in the event that the court ultimately rules against the opposing shareholders; and

 

·                 holders of 5% of our outstanding capital stock may initiate a shareholder derivative suit against some or all of our directors, for our benefit, for violations of their duty of care or duty of loyalty, in an amount equal to the damages or losses caused to us.  Actions initiated on these grounds have a five year statute of limitations.

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Changes in Capital Stock

 

Increases and reductions of our capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations.

 

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock, other than (i) for purposes of conducting a public offering of the shares issued as a result of such increase, (ii) in connection with mergers, (iii) with respect to the resale of repurchased shares or (iv) in connection with the conversion of convertible securities, our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time.  Such preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Law of Business Corporations, by subscription and payment of the relevant stock within 15 business days after the date of publication of the corresponding notice to our shareholders in the Official Gazette of the Federation and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the 15-business day period shall commence on the date of the meeting.

 

Our capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases.  Our capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Law of Business Corporations (see “—Voting Rights and Shareholders’ Meetings—Right of Withdrawal”) or by repurchase of our own stock in accordance with the Mexican Securities Law (see “—Share Repurchases”).

 

Share Repurchases

 

We may choose to acquire our own shares through the Mexican Stock Exchange and NASDAQ on the following terms and conditions:

 

·                 the acquisition must be carried out through the Mexican Stock Exchange;

 

·                 the acquisition must be carried out at market price, unless a public offer or auction has been authorized by the CNBV;

 

·                 the acquisition must be carried out against our paid in capital, and shares acquired will be held as treasury stock without any requirement to adopt a reduction in capital stock or reduce our capital stock, in which case, such shares will be cancelled;

 

·                 the annual ordinary shareholders meeting shall determine the maximum amount of funds to be used in the fiscal year for the repurchase of shares;

 

·                 we may not be delinquent on payments due on any outstanding debt issued by us that is registered with the Mexican National Securities Registry; and

 

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·                 any acquisition of shares must be in conformity with the requirements of Article 54 of the Mexican Securities Law, and we must maintain a sufficient number of outstanding shares to meet the minimum trading volumes required by the stock markets on which our shares are listed.

 

Ownership of Capital Stock by Subsidiaries

 

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of an employee stock option plan and in conformity with the Mexican Securities Law.

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Repurchase Obligation

 

Pursuant to the Mexican Securities Law, in the event that we decide to cancel the registration of our shares in the Mexican National Securities Registry and the listing of our shares on the Mexican Stock Exchange, or if the CNBV orders such cancellation, we will be required to conduct a tender offer for the purchase of stock held by minority shareholders and to create a trust for a period of six months, with amounts sufficient to purchase all shares not participating in the tender offer.  Under the law, our controlling shareholders will be secondarily liable for these obligations.  The price at which the stock must be purchased shall be the higher of (i) the average of the trading price on the Mexican Stock Exchange during the last 30 days on which the shares were quoted prior to the date on which the tender offer is made or (ii) the book value of such shares as determined pursuant to our latest quarterly financial information filed with the CNBV and the Mexican Stock Exchange.  If the tender for cancellation is requested by the CNBV, it must be initiated within 180 days from the date of the request.  If requested by us, under the new Mexican Securities Law, the cancellation must be approved by 95% of our shareholders.

 

Liquidation

 

Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs.  All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation.  Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

 

Other Provisions

 

Liabilities of the Members of the Board of Directors

 

The Mexican Securities Law imposes a duty of care and a duty of loyalty on directors.  The duty of care requires our directors to act in good faith and in the best interests of the Company.  For such purpose, our directors are required to obtain the necessary information from the chief executive officer, the executive officers, the external auditors or any other person in order to act in our best interests.  Our directors are liable for damages and losses caused to us and our subsidiaries as a result of violations of this duty of care.

 

The duty of loyalty requires our directors to preserve confidential information received in connection with the performance of their duties and to abstain from discussing or voting on matters in which they have a conflict of interest.  In addition, the duty of loyalty is violated if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the Board of Directors, a director takes advantage of a corporate opportunity.  The duty of loyalty is also violated by (i) failing to disclose to the Audit Committee or the external auditors any irregularities that the director encounters in the performance of his or her duties or (ii) disclosing information that is false or misleading or omitting to record any transaction in our records that could affect our financial statements.  Directors are liable for

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damages and losses caused to us and our subsidiaries for violations of this duty of loyalty.  This liability also extends to damages and losses caused as a result of benefits obtained by the director or directors or third parties, as a result of actions of such directors.

 

Our directors may be subject to criminal penalties of up to 12 years’ imprisonment for certain illegal acts involving willful misconduct that result in losses to us.  Such acts include the alteration of financial statements and records.

 

Liability actions for damages and losses resulting from the violation of the duty of care or the duty of loyalty may be exercised solely for our benefit and may be brought by the company or by

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shareholders representing 5% or more of the capital stock of the company, and criminal actions may only be brought by the Mexican Ministry of Finance and Public Credit, after consulting with the CNBV.

 

As a safe harbor for directors, the Mexican Securities Law provides that the liabilities specified above will not be applicable if (i) the director acted in good faith and complies with applicable law and the bylaws; (ii) facts based upon information are provided by officers or third-party experts, the capacity and credibility of which may not be the subject of reasonable doubt; (iii) the director selects the more adequate alternative in good faith or in a case where the negative effects of such decision may not have been foreseeable; and (iv) actions were taken in compliance with resolutions adopted at the shareholders’ meeting.

 

In addition to the duty of care and duty of loyalty required by the Mexican Securities Law, our bylaws provide that, from the date on which at least 51% of our capital stock is listed on a stock exchange, a member of the Board of Directors will be liable to us and our shareholders in the following circumstances:

 

·                 negligence resulting in the loss of more than two-thirds of our capital stock and that results in our dissolution;

 

·                 bankruptcy, subject to certain conditions, when the actions taken by the Board of Directors results in a declaration of insolvency (concurso mercantil);

 

·                 breaching any of the duties set forth under our bylaws; and

 

·                 failure to report irregularities in the actions of former members of the Board of Directors.

 

The members of the Board of Directors are liable to our shareholders only for the loss of net worth suffered as a consequence of disloyal acts carried out in excess of their authority or in violation of our bylaws.

 

Information to Shareholders

 

The Mexican General Law on Business Corporations establishes that companies, acting through their boards of directors, must annually present a report at a shareholders’ meeting that includes the following:

 

·                 a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects;

 

·                 a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information;

 

·                 a statement of the financial condition of the company at the end of the fiscal year;

 

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·                 a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year;

 

·                 the notes that are required to complete or clarify the above mentioned information; and

 

·                 the report prepared by the Audit Committee with respect to the accuracy and reasonability of the above mentioned information presented by the Board of Directors.

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In addition to the foregoing, our bylaws provide that the Board of Directors should also prepare the information referred to above with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

 

Duration

 

The duration of our corporate existence is indefinite.

 

Shareholders’ Conflict of Interest

 

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting and from being present and participating in discussions thereon at the relevant shareholders’ meeting.  A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.

 

Directors’ Conflict of Interest

 

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction.  Any director who violates such provision will be liable to us for any resulting damages or losses.

 

Certain Differences between Mexican and U.S. Corporate Law

 

The Mexican General Law of Business Corporations and the Mexican Securities Law, which apply to us, differ in certain material respects from laws generally applicable to U.S. corporations and their shareholders.

 

Independent Directors

 

The Mexican Securities Law requires that 25% of the directors of Mexican public companies be independent.  Pursuant to the rules and regulations of the NASDAQ National Market, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the NASDAQ National Market must maintain a committee responsible for Audit Functions comprised entirely of independent directors as defined in the U.S. federal securities laws.

 

Mergers, Consolidations and Similar Arrangements

 

A Mexican company may merge with another company only if a majority of the shares representing its outstanding capital stock approves the merger at a duly convened general extraordinary shareholders’ meeting, unless the company’s bylaws impose a higher threshold.  Dissenting shareholders are not entitled to appraisal rights.  Creditors have 90 days to oppose a merger judicially, provided they have a legal interest to oppose the merger.

 

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Under Delaware law, with certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a corporation must be approved by the Board of Directors and a majority of the outstanding shares entitled to vote thereon.  Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive payment in the amount of the fair market value of the shares held by the shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction.  Delaware law also provides that a parent corporation, by resolution of its Board of Directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital share.  Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

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Anti-Takeover Provisions

 

Subject to the approval of the CNBV, the Mexican Securities Law permits public companies to include anti-takeover provisions in their bylaws that restrict the ability of third parties to acquire control of the company without obtaining approval of the company’s board of directors.

 

Under Delaware law, corporations can implement shareholder rights plans and other measures, including staggered terms for directors and super-majority voting requirements, to prevent takeover attempts.  Delaware law also prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the shareholder became an interested shareholder unless:

 

·                 prior to the date of the transaction in which the shareholder became an interested shareholder, the board of directors of the corporation approves either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

 

·                 upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation, excluding shares held by directors, officers and employee stock plans; or

 

·                 at or after the date of the transaction in which the shareholder became an interested shareholder, the business combination is approved by the board of directors and authorized at a shareholders’ meeting by at least 66 2/3% of the voting stock, which is not owned by the interested shareholder.

 

Shareholders’ Suits

 

As mentioned above, holders of 5% of our outstanding shares may initiate action against some or all of our directors for violations of their duty of care or duty of loyalty, for our benefit, in an amount equal to the damages or losses caused to us.  Actions initiated on these grounds have a five-year statute of limitations and will not be applicable if the relevant directors acted under any of the exclusions set forth under the new Mexican Securities Law.  Procedures for class-action lawsuits were incorporated into Mexican law and became effective in March 2012.  However, these rules and procedures are different and more limited than those in place in the United States.

 

Class actions and derivative actions are generally available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law.  In these kinds of actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with the action.

 

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Shareholder Proposals

 

Under Mexican law and our bylaws, holders of at least 10% of our outstanding capital stock are entitled to appoint one member of our Board of Directors and his or her alternate.

 

Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.

 

Calling of Special Shareholders’ Meetings

 

Under Mexican law and our bylaws, a shareholders’ meeting may be called by the Board of Directors, any two directors, the chairman, the secretary, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee.  Any shareholder or group of shareholders with voting

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rights representing at least 10% of our capital stock may request that the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee call a shareholders’ meeting to discuss the matters indicated in the written request.  If the chairman of the Board of Directors, the Audit Committee or the Corporate Practices, Finance, Planning and Sustainability Committee fails to call a meeting within 15 calendar days following date of the written request, the shareholder or group of shareholders may request that a competent court call the meeting.  A single shareholder may call a shareholders’ meeting if no meeting has been held for two consecutive years or if matters to be dealt with at an ordinary shareholders’ meeting have not been considered.

 

Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.

 

Cumulative Voting

 

Under Mexican law, cumulative voting for the election of directors is not permitted.

 

Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.

 

Approval of Corporate Matters by Written Consent

 

Mexican law permits shareholders to take action by unanimous written consent of the holders of all shares entitled to vote.  These resolutions have the same legal effect as those adopted in a general or special shareholders’ meeting.  The board of directors may also approve matters by unanimous written consent.

 

Delaware law permits shareholders to take action by written consent of holders of outstanding shares having more than the minimum number of votes necessary to take the action at a shareholders’ meeting at which all voting shares were present and voted.

 

Amendment of Certificate of Incorporation

 

Under Mexican law, it is not possible to amend a company’s certificate of incorporation (acta constitutiva).  However, the provisions that govern a Mexican company are contained in its bylaws, which may be amended as described below.  Under Delaware law, a company’s certificate of incorporation generally may be amended by a vote of the majority of shareholders entitled to vote thereon (unless otherwise provided in the Certificate of Incorporation), subsequent to a resolution of the board of directors proposing such amendment.

 

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Amendment of Bylaws

 

Under Mexican law, amending a company’s bylaws requires shareholder approval at an extraordinary shareholders’ meeting.  Mexican law requires that at least 75% of the shares representing a company’s outstanding capital stock be present at the meeting in the first call (unless the bylaws require a higher threshold) and that the resolutions be approved by a majority of the shares representing a company’s outstanding capital stock.  In addition, pursuant to our bylaws, the amendment of our bylaws requires the approval of either (i) holders of at least 95% of our outstanding capital stock or (ii) holders of at least a majority of our outstanding capital stock, including, for so long as the Series BB shares represent at least 7.65% of our capital stock, a majority of holders of Series BB shares.

 

Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend and repeal the bylaws of a corporation.

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Staggered Board of Directors

 

Mexican law does not permit companies to have a staggered board of directors, while Delaware law does permit corporations to have a staggered board of directors.

 

MATERIAL CONTRACTS

 

Our subsidiaries are parties to the airport concessions granted by the Ministry of Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits.  See “—Sources of Regulation” and “—Scope of Concessions and General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.

 

We are a party to a participation agreement with SETA and the Ministry of Communications and Transportation that establishes the framework for several other agreements to which we are a party.  See “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

 

We have entered into a technical assistance agreement with SETA providing for management and consulting services.  See “Item 7.  Major Shareholders and Related-Party Transactions—Related-Party Transactions—Arrangements Relating to SETA.”

 

Aeroinvest and SETA have entered into a voting rights agreement providing for bloc voting with respect to their shares of our capital stock.  See “Item 7.  Major Shareholders and Related-Party Transactions—Major Shareholders—Arrangements Relating to Aeroinvest.”

 

EXCHANGE CONTROLS

 

Mexico has had free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994.  There can be no assurance that theThe government willmay not maintain its current foreign exchange policies.  See “Item 3.  Key Information—Exchange Rates.”

 

TAXATION

 

The following summary contains a description of the material anticipated U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise will be subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but

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it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase our Series B shares or ADSs.  In particular, the summary deals only with U.S. holders that will hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding voting shares, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and persons holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes.  In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder, or the Medicare tax on net investment income.

 

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this Form 20-F, including the provisions of the income tax treaty between the United

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States and Mexico and protocol thereto (the “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law.  In addition, a “Treaty Country” is a jurisdiction that has a treaty that provides for the avoidance of double taxation in force with Mexico.  Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

 

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico and that will not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.

 

For purposes of Mexican taxation, the definition of residency is highly technical, and residency results in several situations.  Generally an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in Mexico.  An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest.  An individual’s significant center of interest will be considered Mexico in the following circumstances, among other factors:  (i) when more than 50% of such person’s total yearly income originates in Mexico and (ii) when Mexico is the individual’s principal place of business.  Additionally, Mexican officers and employees working for the Mexican government but living outside of Mexico will be considered to be Mexican residents even if their significant center of interest is not in Mexico.  However, any determination of residence should take into account the particular situation or each person or legal entity.

 

In general, for U.S. federal income tax purposes, holders of ADSs will be treated as the beneficial owners of the Series B shares represented by those ADSs.

 

Taxation of Dividends

 

Mexican Tax Considerations

 

Dividends paid to non-Mexican holders and non-corporate Mexican holders with respect to our Series B shares and, as a consequence, with respect to ADSs, are subject to Mexican withholding tax at the rate of 10% on the gross amount of the dividend distributed.  This withholding tax may not apply to dividend distributions related to certain retained earnings for years prior to 2013.  Such 10% withholding tax will be remitted to the Mexican tax authorities as a definitive payment on behalf of the non-Mexican holders.

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Non-Mexican holders that are residents of a Treaty Country may be entitled to a benefit under the provisions of the applicable treaty, such as a reduced tax rate; therefore, each non-Mexican holder should consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.  For Mexican tax purposes, in order to be entitled to the benefits of any tax treaty, non-Mexican holders must demonstrate that they are tax residents of the corresponding country by means of a tax residency certificate and comply with the procedural provisions set forth in the treaty and in the Mexican Income Tax Law.

 

U.S. Federal Income Tax Considerations

 

The gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally will be includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and will not be eligible for the dividends

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received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended.  To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs.  Distributions, which will be made in pesos, will be includible in the income of a U.S. holder in a U.S.-dollar amount calculated by reference to the exchange rate in effect on the date they are received by the depositary whether or not they are converted into U.S. dollars.  If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.

 

Dividends generally will be treated as income from foreign sources for U.S. foreign tax credit limitation purposes.  A U.S. holder may be eligible, subject to a number of complex limitations, to claim a foreign tax credit for any Mexican withholding tax imposed with respect to the Series B shares or ADSs.  Additionally, a U.S. holder who does not elect to claim a foreign tax credit for foreign tax withheld may instead be eligible to claim a deduction for U.S. federal income tax purposes in respect of such withheld tax, but only for a year in which such holder elects to do so for all creditable foreign income taxes.  The rules governing the foreign tax credit are complex and U.S. holders are urged to consult their own tax advisors in this regard.

 

Subject to certain exceptions for short-term and hedged positions, the U.S.-dollar amount of dividends received by an individual U.S. holder with respect to the ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.”  Dividends paid on the Series B shares or ADSs will be treated as qualified dividends if:  (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that has been approved for the purposes of the qualified dividend rules, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the years in which the dividend is paid, a passive foreign investment company (PFIC).  The income tax treaty between the United States and Mexico has been approved for the purposes of the qualified dividend rules.  Based on our audited financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 20122013 and 20132014 taxable years.  In addition, based on our audited financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 20142015 taxable year.

 

Taxation of Dispositions of Shares or ADSs

 

Mexican Tax Considerations

Non-corporate Mexican holders of shares are liable for income tax in Mexico with respect to income derived from sources for capital gains within the national territory when shares that are sold were issued by a Mexican resident entity.  The applicable withholding tax is 10% on the gross amount of the capital gains.

 

Non-Mexican holders are liable for income tax in Mexico with respect to income derived from sources of wealth located within the national territory.  The Mexican Income Tax Law locates the source

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of wealth for capital gains within the national territory when the shares that are sold were issued by a Mexican resident entity.

 

Deposits and withdrawals of our Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.

 

The Mexican income taxation of the proceeds of a sale of our Series B shares or ADSs by a non-Mexican holder differs based on the jurisdiction of the holder, the method of effecting the sale, and a number of other factors.  The various outcomes are summarized as follows:

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Non-Mexican Holder Not Resident in Treaty Country

 

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is not resident of a Treaty Country will be subject to Mexican withholding tax at the rate of 10% on the gain realized on such sale if the transaction is carried out through the Mexican Stock Exchange or other recognized markets. According to the Mexican Income Tax Law, Mexican stock intermediaries participating in these transactions are obligated to apply the aforementioned withholding. There are no clear rules in those cases in which a non-Mexican intermediary is involved, thus the non-Mexican holder could be obliged to remit the corresponding income tax to the Mexican tax authorities directly.

 

Non-Mexican Holder Resident in Treaty Country

 

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder who is resident of a Treaty Country will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange, or any other recognized market, provided that certain requirements set forth by the Mexican Income Tax Law are complied with.  A letter stating that the non-Mexican holder is resident in a Treaty Country shall be provided to the financial intermediary obligated to apply the withholding.

 

Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including through ADSs) within the 12-month period preceding such sale or other disposition.

 

Sales Not Subject to the Reduced 10% Withholding Rate

 

For a non-Mexican holder that does not carry out the sale through an authorized stock exchange, the proceeds obtained from the sale or disposition of our Series B shares or ADSs will be subject to a 25% tax on the full sale price.  Under certain circumstances, and provided certain requirements set forth by the Mexican Income Tax Law are complied with, non-Mexican holders, alternatively, may pay a 35% tax on the gain obtained from the transaction.  This 25%/35% regime would also apply in the following cases: (i) sales of our Series B shares or ADSs that were acquired by the transferor outside of the Mexican Stock Exchange, or other recognized markets set forth in the Mexican Federal Tax Code; (ii) sales made by a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully-paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions; (iii) pre-negotiated trades executed through the facilities of the Mexican Stock Exchange; and (iv) trades of shares obtained as a result of our merger or spin-off, in certain cases.

 

In cases in which the 25%/35% regime is applicable, if the non-Mexican holder is a resident of a Treaty Country, a reduced withholding rate may be applicable if certain requirements are met according to the corresponding Treaty. Each holder is urged to consult its tax advisor regarding the application requirements of any tax treaty under its particular circumstances.

 

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U.S. Federal Income Tax Considerations

 

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and such U.S. holder’s tax basis in the Series B shares or ADSs.  Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs have been held for more than one year.  Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain.  The deduction of a

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capital loss is subject to limitations for U.S. federal income tax purposes.  Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

 

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes.  Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes.  U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

 

Other Mexican Taxes

 

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient.  There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

 

U.S. Backup Withholding Tax and Information Reporting Requirements

 

In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-corporate (or other non-exempt) U.S. holder of dividends in respect of the Series B shares or ADSs or the proceeds received on the sale or other disposition of the Series B shares or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number to the paying agent.  Amounts withheld as backup withholding tax will be creditable against the U.S. holder’s U.S. federal income tax liability, provided that the required information is furnished to the U.S. Internal Revenue Service.

 

DOCUMENTS ON DISPLAY

 

The materials included in this annual report on Form 20-F, and exhibits hereto, may be viewed at the SEC’s public reference room in Washington, D.C.  Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms.  The SEC maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us.  The reports and information statements and other information about us can also be downloaded from the SEC’s website.

 

A translation of this annual report on Form 20-F will be filed with the Mexican Stock Exchange and will be available for consultation through the Mexican Stock Exchange.

 

The person responsible of handling requests from investors and analysts on our behalf is our Chief Financial Officer, José Luis Guerrero Cortés, who can be reached at Torre Latitud, L501, Piso 5,

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Av. Lázaro Cárdenas 2225, Col. Valle Oriente, San Pedro Garza García, Nuevo León, Mexico, by telephone at +52 81 8625 4327 and by e-mail at jlguerrero@oma.aero.

 

Item 11.                 Quantitative and Qualitative Disclosures About Market Risk

 

See Note 21 to our audited consolidated financial statements for disclosures about market risk.

 

Item 12.                 Description of Securities Other Than Equity Securities

 

Not applicable.

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Item 12A.      Debt Securities

 

Not applicable.

 

Item 12B.       Warrants and Rights

 

Not applicable.

 

Item 12C.      Other Securities

 

Not applicable.

 

Item 12D.      American Depositary Shares

 

JPMorgan Chase Bank, N.A., serves as the depositary for our ADSs, and the address of its principal office is 1 Chase Manhattan4 New York Plaza, Floor 21,12, New York, New York.  ADS holders are required to pay various fees to the depositary.

 

The following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly:

 

Service

 

Fee or Charge Amount

 

Payee

 

 

 

 

 

Issuance and delivery of ADRs against deposits of shares, including deposits in respect of share distributions, rights and other distributions

 

U.S.$ 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates

 

U.S.$ 5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Any cash distribution to ADS registered holders

 

U.S.$ 0.05 (or less) per ADS

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders

 

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

 

JPMorgan Chase Bank, N.A.

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Service

Fee or Charge Amount

Payee

 

 

 

 

 

Depositary services

 

U.S.$ 0.05 (or less) per ADS per calendar year

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares

 

U.S.$ 1.50 per ADR plus applicable registration or transfer fees

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement)

 

Expenses of the depositary

 

JPMorgan Chase Bank, N.A.

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Service

Fee or Charge Amount

Payee

 

 

 

 

 

Converting foreign currency to U.S. dollars

 

Expenses of the depositary

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Other fees, as necessary

 

Taxes and other governmental charges JPMorgan Chase Bank, N.A., or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes

 

JPMorgan Chase Bank, N.A.

 

 

 

 

 

Other fees, as necessary

 

Any charges incurred by JPMorgan Chase Bank, N.A., or its agents for servicing the deposited securities

 

JPMorgan Chase Bank, N.A.

 

The depositary of our ADSs, JPMorgan Chase Bank, N.A., collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them.  The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees.  For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry system accounts of participants acting for them.  The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.

 

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The following table sets forth the amounts that we received in 2013,2014, directly or indirectly, from JPMorgan Chase Bank N.A., as depositary of our ADSs:

 

Description

 

Amount

 

 

 

For expenses related to the establishment of the facility including, but not limited to, investor relations expenses, the initial NASDAQ application and listing fees or any other program-related expenses.

 

U.S.$ 0

 

 

 

For expenses related to the administration and maintenance of the facility including, but not limited to, investor relations expenses, the annual NASDAQ listing fees or any other program-related expenses.

 

U.S.$ 681,223.46620,600.83

 

JPMorgan Chase Bank, N.A., as depositary of our ADSs, has agreed to reimburse us for expenses it incurs that are related to establishment and maintenance expenses of the ADS program.  The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees.  It has also agreed to reimburse us annually for certain investor relationship programs.  There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors.

 

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PART II

 

Item 13.                 Defaults, Dividend Arrearages and Delinquencies

 

Not applicable.

 

Item 14.                 Material Modifications to the Rights of Security Holders and Use of Proceeds

 

Not applicable.

 

Item 15.                 Controls and Procedures

 

(a)Disclosure Controls and Procedures

 

We have evaluated, with the participation of our chief executive officer and chief financial officer, the design and operation of our disclosure controls and procedures as of December 31, 2013.2014.

 

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 upon our evaluation, our chief executive officer and chief financial officer concluded that as of December 31, 2013,2014, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

 

(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 Securities and Exchange Act of 1934.  Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.  Our 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 and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

 

3.            provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our 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 risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.  Under the supervision of our chief executive

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officer and chief financial officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2013.

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In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control—Integrated Framework (2004).(2013), which has been early-adopted.

 

Based on our assessment and those criteria, our management has concluded that we maintained effective internal control over financial reporting as of December 31, 2013.2014. Additionally, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited, the independent registered public accounting firm that has audited our consolidated financial statements, has issued an attestation report on the effectiveness of our internal control over financial reporting.

 

(c)Report of Independent Registered Public Accounting Firm

 

To the Board of Directors and Shareholders of

 

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.:

 

We have audited the internal control over financial reporting of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2013,2014, based on criteria established in Internal Control—Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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 the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error

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or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that

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the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013,2014, based on the criteria established in Internal Control—Control — Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 20132014 of the Company and our report dated April 24,27, 2014 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph related to the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated in Note 3c.

 

Galaz, Yamazaki, Ruiz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu Limited

 

/s/ Sergio Vargas VargasEmeterio Barrón Perales

 

C.P.C. Sergio Vargas VargasEmeterio Barrón Perales
Mexico City, MexicoMonterrey, Nuevo León, México
April 24, 201427, 2015

 

(d)Changes in Internal Control over Financial Reporting

 

There has been no change in internal controls over financial reporting during 20132014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16.                 [Reserved]

 

Item 16A.      Audit Committee’s Financial Expert

 

Our Board of Directors has determined that Ms. Elsa Beatriz García Bojorges, a member of our Audit Committee, qualifies as an “audit committee financial expert” and as independent within the meaning of this Item 16A.  The shareholders’ meeting of April 10, 2014, ratified Ms. Elsa Beatriz García Bojorges as the independent director required by the Mexican Securities Law and applicable NASDAQ listing standards and as an “audit committee financial expert” within the meaning of this Item 16A.  See “Item 6.  Directors, Senior Management and Employees—Directors.”

 

Item 16B.      Code of Ethics

 

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended.  Our code of ethics applies to our Board of Directors, chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions as well as to our other officers and employees.  Our code of ethics is filed as an exhibit to this Form 20-F and is available on our website at www.oma.aero.  If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

 

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Item 16C.      Principal Accountant Fees and Services

 

Audit and Non-Audit Fees

 

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited (Deloitte), during the fiscal years ended December 31, 20122013 and 2013:2014:

 

 

2012

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

2014

 

 

(in thousands of pesos)

 

 

(in thousands of pesos)

 

Audit fees

 

Ps. 9,469 

 

Ps. 9,816

 

 

Ps. 9,816

 

Ps. 12,490

 

Tax fees

 

786 

 

0

 

 

0

 

0

 

Total fees

 

Ps. 10,255 

 

Ps. 9,816

 

 

Ps. 9,816

 

Ps. 12,490

 

 

Audit fees in the above table are the aggregate fees billed by Deloitte in connection with audits of both our consolidated financial statements and those financial statements of our subsidiaries and other statutory audit reports, in addition to their internal control attestation report.

 

Tax fees in the above table are fees billed by Deloitte for tax compliance.

 

Audit Committee Pre-Approval Policies and Procedures

 

Our Audit Committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

 

Item 16D.      Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

Item 16E.       Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

The tables below set forth, for the periods indicated, the total number of shares purchased by us or on our behalf, or by or on behalf of an “affiliated purchaser,” the average price paid per share, the total number of shares purchased as a part of a publicly announced repurchase plan or program and the maximum number (or approximate U.S.-dollar value) of shares that may yet be purchased under our plans and programs.

 

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Shares Repurchased by Us Pursuant to the Share Repurchase Program

 

2013

 

(a)  Number of
shares
purchased
(issued)

 

(b)  Average price
paid or received per
share in pesos

 

(c)  Total number of
shares purchased as
part of publicly
announced plans or
programs (issued)

 

(d)  Maximum
number of shares
that may yet be
purchased under
the plans or
programs

 

 

 

 

 

 

 

 

 

 

2014

 

(a)  Number of
shares purchased
(issued)

 

(b)  Average price
paid or received per
share in pesos

 

(c)  Total number of
shares purchased as
part of publicly
announced plans or
programs (issued)

 

(d)  Maximum
number of shares
that may yet be
purchased under the
plans or programs

 

January 1–31

 

0

 

0

 

0

 

N/A

 

 

48,000

 

42.08

 

48,000

 

N/A

 

February 1–28

 

0

 

0

 

0

 

N/A

 

 

299,011

 

42.05

 

299,011

 

N/A

 

March 1–31

 

0

 

0

 

0

 

N/A

 

 

1,094,183

 

43.53

 

1,094,183

 

N/A

 

April 1–30

 

0

 

0

 

0

 

N/A

 

 

0

 

0

 

0

 

N/A

 

May 1–31

 

0

 

0

 

0

 

N/A

 

 

930,877

 

50.60

 

930,877

 

N/A

 

June 1–30

 

0

 

0

 

0

 

N/A

 

 

18,600

 

51.52

 

18,600

 

N/A

 

July 1–31

 

0

 

0

 

0

 

N/A

 

 

135,411

 

52.42

 

135,411

 

N/A

 

August 1–31

 

0

 

0

 

0

 

N/A

 

 

399,039

 

56.81

 

399,039

 

N/A

 

September 1–30

 

0

 

0

 

0

 

N/A

 

 

254,246

 

56.37

 

254,246

 

N/A

 

October 1–31

 

150,000

 

43.90

 

150,000

 

N/A

 

 

0

 

0

 

0

 

N/A

 

November 1–30

 

320,528

 

42.54

 

320,528

 

N/A

 

 

0

 

0

 

0

 

N/A

 

December 1–31

 

97,782

 

44.87

 

97,782

 

N/A

 

 

0

 

0

 

0

 

N/A

 

Total

 

568,310

 

 

 

568,310

 

 

 

 

3,179,367

 

N/A

 

3,179,367

 

N/A

 

 

Shares Purchased by Aeroinvest

 

2013

 

(a) Number of
shares
purchased

 

(b)  Average price
paid or received per
share in pesos

 

(c)  Total number of
shares purchased as
part of publicly
announced plans or
programs

 

(d)  Maximum
number of shares
that may yet be
purchased under
the plans or
programs

 

 

 

 

 

 

 

 

 

 

2014

 

(a) Number of
shares purchased

 

(b)  Average price
paid or received per
share in pesos

 

(c)  Total number of
shares purchased as
part of publicly
announced plans or
programs

 

(d)  Maximum
number of shares

that may yet be
purchased under the
plans or programs

 

January 1–31

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

February 1–28

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

March 1–31

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

April 1–30

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

May 1–31

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

June 1–30

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

July 1–31

 

(69,000,000)

 

40.00

 

(69,000,000)

 

N/A

 

 

 

N/A

 

0

 

N/A

 

August 1–31

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

September 1–30

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

October 1–31

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

November 1–30

 

0

 

N/A

 

0

 

N/A

 

 

 

N/A

 

0

 

N/A

 

December 1–31

 

0

 

N/A

 

0

 

N/A

 

 

(3,500,000)

 

61.50

 

0

 

N/A

 

Total

 

0

 

N/A

 

0

 

N/A

 

 

(3,500,000)

 

N/A

 

0

 

N/A

 

 

Item 16F.Change in Registrant’s Certifying Accountant

 

Not applicable

 

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Item 16G.     Corporate Governance

 

Pursuant to Rule 5615(a)(3) of the NASDAQ Stock Market, Inc. (NASDAQ) Marketplace Rules, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NASDAQ listing standards.  We are a Mexican corporation with shares listed on the Mexican Stock Exchange.  Our corporate governance practices are governed by our bylaws, the Mexican Securities Law and the regulations issued by the CNBV.

 

On December 30, 2005, a new Mexican Securities Law was published in the Official Gazette of the Federation, which became effective on June 28, 2006.

 

The table below discloses the significant differences between our corporate governance practices and the NASDAQ standards.

 

NASDAQ Standards

 

Our Corporate Governance Practice

Director Independence. Majority of board of directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form 10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies,” which would include us if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) & (c)(2).

 

Director Independence. Pursuant to the Mexican Securities Law, we are required to have a board of directors composed of a maximum of 21 members, 25% of whom must be independent. One alternate director may be appointed for each principal director; provided that the alternates for the independent director must also be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers, and any relatives of such persons. In accordance with the Mexican Securities Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the CNBV. There is no exemption from the independence requirement for controlled companies.

 

Our bylaws provide that our Board of Directors shall be composed of at least 11 members. Currently, our board has 11 members, of which five are independent under the Mexican Securities Law and the Sarbanes-Oxley Act of 2002.

 

 

 

Executive Sessions. Independent directors must meet regularly in executive sessions at which only independent directors are present. Rule 5605(b)(2).

 

Executive Sessions. Our non-management and independent directors are not required to meet in executive sessions and generally do not do so. Under our bylaws and applicable Mexican law, executive sessions are not required.

 

 

 

Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c)(1).

 

Audit Committee. We are in compliance with the independence requirements of Rule 10A-3. Marketplace Rule 4350(a)(1) permits us to follow our home country governance practices in lieu of certain NASDAQ requirements, and as such the members of our Audit Committee are not required to satisfy the NASDAQ independence and other

 

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NASDAQ Standards

Our Corporate Governance Practice

Audit Committee standards that are not prescribed by Rule 10A-3.

The principal characteristics of our Audit Committee are as follows:

·Our Audit Committee is composed of four members, all of whom are members of our Board of Directors.

·All of the members of our Audit Committee and the committee’s chairman are independent.

·The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting.

·Our Audit Committee operates pursuant to provisions in the Mexican Securities Law and our bylaws.

·Our Audit Committee submits an annual report regarding its activities to our Board of Directors.

·The duties of our Audit Committee include, among others, the following:

·selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor;

·supervising our external auditors and analyzing their reports;

·analyzing and supervising the preparation of our financial statements;

·informing the board of our internal controls and their adequacy;

·requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in

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Table of Contents

 

NASDAQ Standards

 

Our Corporate Governance Practice

 

 

Audit Committee standards that are not prescribed by Rule 10A-3.

The principal characteristics of our Audit Committee are as follows:

·     Our Audit Committee is composed of three members, all of whom are members of our Board of Directors.

·     All of the members of our Audit Committee and the committee’s chairman are independent.

·     The Chairman of the Audit Committee is appointed and/or removed exclusively by the general shareholders’ meeting.

·     Our Audit Committee operates pursuant to provisions in the Mexican Securities Law and our bylaws.

·     Our Audit Committee submits an annual report regarding its activities to our Board of Directors.

·     The duties of our Audit Committee include, among others, the following:

·     selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor;

·     supervising our external auditors and analyzing their reports;

·     analyzing and supervising the preparation of our financial statements;

·     informing the board of our internal controls and their adequacy;

·     requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information,

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NASDAQ Standards

Our Corporate Governance Practice

and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Mexican Securities Law;

 

·informing the board of any irregularities that it may encounter;

 

·receiving and analyzing recommendations and observations made by the shareholders, members of the Board, executive officers, our external auditors or any third party and taking the necessary actions;

 

·calling shareholders’ meetings;

 

·overseeing the execution of the shareholders’ and directors’ resolutions by the chief executive officer in accordance with the instructions provided thereto by the shareholders or the directors; and

 

·providing an annual report to the Board.

 

Compensation Committee. CEO compensation must be determined, or recommended to the board for determination, either by compensation committee comprised solely of independent directors or a majority of the independent directors and the CEO may not be present during voting or deliberations. Compensation of all other executive officers must be determined in the same manner, except that the CEO, and any other executive officers, may be present. “Controlled companies” are exempt from this requirement. Rules 5605(e)(1)(B) & 5615(c)(2).

 

Corporate Practices, Finance, Planning and Sustainability Committee. Pursuant to the Mexican Securities Law, we are required to have a committee responsible for Corporate Practices Functions, although we are not required to have a separate compensation committee. The Mexican Securities Law requires that committees consist of at least three independent directors appointed by the board of directors. All committee members must be independent (except to the extent a controlling shareholder or shareholders own 50% or more of our outstanding capital stock, in which case the majority must be independent).

 

Pursuant to our bylaws and the Mexican Securities Law, the duties of our Corporate Practices, Finance, Planning and Sustainability Committee include, among others, the following:

 

(i)providing opinions to our Board of Directors;

 

(ii)requesting and obtaining opinions from independent experts;

(iii)calling shareholders’ meeting; and

 

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NASDAQ Standards

 

Our Corporate Governance Practice

 

 

 

(iii) calling shareholders’ meeting; and

(iv)assisting the board in the preparation of annual reports and other reporting obligations.

 

The duties of our Corporate Practices, Finance, Planning and Sustainability Committee are, among others, the following:

·     evaluating the performance of relevant officers,

 

 

 

 

 

·evaluating the performance of relevant officers,     reviewing related-party transactions, and

 

 

 

·reviewing related-party transactions, and

·determining the total compensation package of the chief executive officer.

 

Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. Rule 5635(c).

 

Equity Compensation Plans. Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. Such plans must provide from similar treatment of executives in comparable positions. No equity-compensation plans have been approved by our shareholders.

Shareholder Approval for Issuance of Securities. Issuances of securities (i) that will result in a change of control of the issuer, (ii) in connection with certain acquisitions of the stock or assets of another company, or (iii) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a)(2), (b) & (d)(1-2).

 

Shareholder Approval for Issuance of Securities. Mexican law and our bylaws require us to obtain shareholder approval for the issuance of equity securities. Treasury stock, however, may be issued by the Board of Directors without shareholder approval.

Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610.

 

Code of Business Conduct and Ethics. We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.oma.aero. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees.

Conflicts of Interest. Appropriate review of all related-party transactions for potential conflict of interest situations and approval by an Audit Committee or another independent body of the board of directors of such transactions is required. Rule 5630(a-b).

 

Conflicts of Interest. In accordance with Mexican law and our bylaws, the Audit Committee must provide an opinion regarding any transaction with a related party that is outside of the ordinary course of business, and such transactions must be approved by the Board of Directors. Pursuant to the Mexican Securities Law, our Board of Directors and our Audit Committee are required to

 

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NASDAQ Standards

 

Our Corporate Governance Practice

 

 

the Mexican Securities Law, our Board of Directors and our Audit Committee are required to establish certain guidelines regarding related-party transactions that do not require board approval.

 

Solicitation of Proxies. Solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NASDAQ. Rule 5620(b).

 

Solicitation of Proxies. Under the Mexican Securities Law, we are obligated to make available proxy materials for meetings of shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote by proxy. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, requests for instructions to the ADS depositary for the voting of shares represented by ADSs.

Peer Review. A listed company must be audited by an independent public accounting firm that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3).

 

Peer Review. Under Mexican law, we must be audited by an independent public accountant that has received a “quality control review” as defined by the CNBV. Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte & Touche Tohmatsu, our independent auditor, is not subject to “peer review” as such term is defined in Marketplace Rule 4350(k).

 

Item 16H.     Mine Safety Disclosures

 

Not applicable.

 

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Table of Contents

 

PART III

 

Item 17.                 Financial Statements

 

Not applicable.

 

Item 18.                 Financial Statements

 

Reference is made to pages F-1 through F-55F-56 of this annual report.

 

Item 19.                 Exhibits

 

Documents filed as exhibits to this annual report:

 

Exhibit No.

Description

1.1*

1.1

An English translation of our Amended and Restated Bylaws (Estatutos Sociales) of GACN.GACN (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2013 filed on April 25, 2014).

2.1

Deposit Agreement among GACN, the Bank of New York and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our amended registration statement on Form F-1/A (File No. 333-138710) filed on November 22, 2006) (effective through December 26, 2012).

2.2

Offering Supplement for GACN’s Ps. 1,300,000 thousand offering in 5-year peso-denominated notes (certificados bursátiles), issued July 15, 2011 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2011 filed on April 30, 2012).

2.32.2

Deposit Agreement among GACN, JPMorgan Chase Bank, N.A., and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our Form F-6 (File No. 333-185511) filed on December 14, 2012) (effective as of December 27, 2012).

2.4*

2.3

Offering Supplement for GACN’s Ps. 1,500,000 thousand offering in 10-year peso-denominated notes (certificados bursátiles), issued March 25, 2013.2013 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2013 filed on April 25, 2014).

2.4*

Offering Supplement for GACN’s Ps. 3,000,000 thousand offering in seven-year peso-denominated notes (certificados bursátiles), issued June 16, 2014.

3.1

Trust Agreement among GACN, Operadora Mexicana de Aeropuertos, S.A. de C.V. (now Servicios de Tecnología Aeroportuaria, S.A. de C.V.), or SETA, and Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

3.2

Amendment to the Trust Agreement among GACN, SETA, and Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

3.3

Voting Agreement among Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria, English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006 filed on July 2, 2007).

4.1

Amended and Restated Monterrey Airport Concession Agreement and annexes thereto, English translation and a schedule highlighting the differences between this concession and GACN’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

 

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Table of Contents

 

Exhibit No.

Description

4.2

Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V. and Aeropuerto de Zihuatanejo, S.A. de C.V. (collectively, the “Concession Companies”), SETA, Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.3

Amendment to Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA, Constructoras ICA, S.A. de C.V. and Aéroports de Paris, with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.4

Agreement entered into among NAFIN, Aeroinvest, SETA and the Mexican Federal Government through the Ministry of Communications and Transportation with respect to certain provisions of the Participation Agreement, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.5

Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.6

Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of the Registrant and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.7

Termination Agreement in respect of the Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of GACN and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.8

Stock Purchase Agreement between the Mexican Federal Government through the Ministry of Communications and Transportation and SETA, with the appearance of Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., and the Mexican Federal Treasury, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.9

Lease Agreement among Aeropuerto Internacional de la Ciudad de México S.A. de C.V. and Consorcio Grupo Hotelero T2 S.A. de C.V. dated as of March 22, 2007 (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2008 filed on June 11, 2009).

8.1

List of subsidiaries of GACN (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

11.1

Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006, filed on July 2, 2007).

12.1*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

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Table of Contents

 

Exhibit No.

Description

12.2*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13.1*

Certification of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14.1*

Consent of Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu Limited (Deloitte).

 

*Filed herewith

 

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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 registration statement on its behalf.

 

 

 

GRUPO AEROPORTUARIO DEL CENTRO NORTE,

S.A.B. DE C.V.

 

 

 

 

 

By:

/s/  /s/ José Luis Guerrero Cortés

 

 

Name: José Luis Guerrero Cortés

 

 

 

 

 

Title: Chief Financial Officer

Dated: April 27, 2015

Dated: April 25, 2014

 

*****

 



Table of Contents

 

 

Grupo Aeroportuario del Centro

Norte, S.A.B. de C.V. and Subsidiaries

 

 

(Subsidiary of Aeroinvest, S. A. de C. V.)

 

 

 

 

 

Consolidated Financial Statements for

the Years Ended December 31, 2014, 2013

and 2012, and 2011, and Report of

Independent Registered Public

Accounting Firm Dated April 24, 201427, 2015

 

 



Table of Contents

 

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

 

Report of Independent Registered Public Accounting

Firm and Consolidated Financial Statements for the Years Ended

December 31, 2014, 2013 2012 and 20112012

 

Table of contents

Page

 

 

Report of Independent Registered Public Accounting Firm

F-1

 

 

Consolidated Statements of Financial Position

F-2

 

 

Consolidated Statements of Income and Other Comprehensive Income

F-3

 

 

Consolidated Statements of Changes in Stockholders’Shareholders’ Equity

F-4

 

 

Consolidated Statements of Cash Flows

F-5

 

 

Notes to Consolidated Financial Statements

F-6

 



Table of Contents

Index for Notes to Consolidated Financial Statements

Note

Description

Page

1

Nature of business

F–6

2

Significant events

F–6

3

Basis of presentation and consolidation

F–6

4

Significant accounting policies

F–8

5

Critical accounting judgments and key sources of estimation uncertainty

F–23

6

Cash and cash equivalents

F–25

7

Accounts receivable

F–25

8

Other accounts receivable and prepaid expenses

F–26

9

Property, leasehold improvements and equipment

F–27

10

Investment in airport concessions

F–28

11

Composition of GACN

F–29

12

Trade accounts payable

F–31

13

Payable taxes and other accrued expenses

F–31

14

Short-term debt

F–31

15

Long-term debt

F–31

16

Major maintenance provision

F–33

17

Labor obligations

F–33

18

Leases

F–36

19

Income taxes

F–37

20

Contingencies and commitments

F–40

21

Risk management

F–43

22

Shareholders’ equity

F–48

23

Accumulated other comprehensive income

F–49

24

Other income

F–49

25

Related party balances and transactions

F–50

26

Business segment data

F–51

27

Revenues

F–54

28

Cost of services

F–56

29

Subsequent events

F–56

30

Authorization for the issuance of the consolidated financial statements

F–56



Table of Contents

Report of Independent Registered Public

Accounting Firm toTo the Board of Directors

and StockholdersShareholders of Grupo Aeroportuario

del Centro Norte,, S. A. B. de C. V.V.

 

We have audited the accompanying consolidated statements of financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V., and subsidiaries (the Company)“Company”) as of December 31, 20132014 and 2012,2013, and the related consolidated statements of income and other comprehensive income, changes in stockholders’shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2013.2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Aeroportuario del Centro Norte, S. A. B. de C. V. and subsidiaries as of December 31, 20132014 and 2012,2013, and the results of their results of operations changes in their stockholders’ equity and their cash flows for each of the three years in the period ended December 31, 2013,2014, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

 

Our audits also comprehended the translation of the Mexican peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 3c. The translation of the financial statement amounts into U.S. dollars and the translation of the financial statements into English have been made solely for the convenience of readers in the United States of America.

 

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2013,2014, based on the criteria established in  the Internal Control-Integrated Framework (1992)(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 24, 201427, 2015 expressed an unqualified opinion on the Company’s internal control over financial reporting.

 

 

Galaz, Yamazaki, Ruiz Urquiza, S.C.S. C.

Member of Deloitte Touche Tohmatsu Limited

 

 

/s/ Sergio Vargas VargasEmeterio Barrón Perales

 

 

C.P.C. Sergio Vargas VargasC. P. C. Emeterio Barrón Perales

 

Mexico City, MexicoMonterrey, Nuevo León, México

 

April 24, 201427, 2015

 

F-1



Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Financial Position

(Thousands of Mexican pesos)

 

 

Millions of
U.S. dollars

 

December 31,

 

 

 

 

Millions of
U.S. dollars

 

December 31,

 

 

 

(Convenience
Translation Note 3.c)
December 31,
2013

 

2013

 

2012

 

 

 

 

(Convenience
Translation Note 3.c)
December 31,
2013

 

2013

 

2012

 

Current assets:

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Cash and cash equivalents (Note 6)

 

$

117,412

 

Ps.

1,534,006

 

Ps.

1,152,433

 

 

Short-term debt (Note 14)

 

$

7,610

 

Ps.

99,421

 

Ps.

550,000

 

Customers, net (Note 7)

 

23,327

 

304,769

 

287,808

 

 

Current portion of long-term debt (Note 15)

 

2,571

 

33,588

 

33,068

 

Recoverable taxes

 

23,834

 

311,399

 

202,947

 

 

Current portion of major maintenance provision (Note 16)

 

20,768

 

271,344

 

145,577

 

Other current assets and prepaid expenses (Note 8)

 

9,702

 

126,764

 

53,227

 

 

Trade accounts payable (Note 12)

 

17,312

 

226,184

 

163,303

 

 

 

 

 

 

 

 

 

 

Payable taxes and other accrued expenses (Note 13)

 

16,763

 

219,012

 

185,954

 

 

 

 

 

 

 

 

 

 

Accounts payable to related parties (Note 25)

 

8,223

 

107,440

 

138,979

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

174,275

 

2,276,938

 

1,696,415

 

 

Current liabilities

 

73,247

 

956,989

 

1,216,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets:

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

Property and equipment, net (Note 9)

 

165,766

 

2,165,766

 

2,150,327

 

 

Long-term debt (Note 15)

 

227,362

 

2,970,526

 

1,505,141

 

Investment in airport concessions – net (Note 10)

 

466,280

 

6,092,046

 

5,942,989

 

 

Major maintenance provision (Note 16)

 

27,345

 

357,262

 

417,729

 

Other assets, net

 

1,939

 

25,332

 

25,556

 

 

Guarantee deposits

 

3,318

 

43,352

 

33,090

 

 

 

 

 

 

 

 

 

 

Labor obligations (Note 17)

 

6,314

 

82,497

 

70,321

 

Deferred income taxes (Note 19)

 

34,548

 

451,371

 

195,123

 

 

Deferred income taxes (Note 19)

 

15,571

 

203,433

 

351,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

279,910

 

3,657,070

 

2,377,573

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

353,157

 

4,614,059

 

3,594,454

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingencies and commitments (Note 20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity (Note 22):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

206,556

 

2,698,691

 

3,897,168

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

2,280

 

29,786

 

29,786

 

 

 

 

 

 

 

 

 

 

 

 

208,836

 

2,728,477

 

3,926,954

 

 

 

 

 

 

 

 

 

 

Earned capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for repurchase of shares

 

28,616

 

373,869

 

404,774

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

251,660

 

3,287,992

 

2,083,582

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

(761

)

(9,931

)

(7,923

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

279,515

 

3,651,930

 

2,480,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

488,351

 

6,380,407

 

6,407,387

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlling interest

 

1,300

 

16,987

 

8,569

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

668,533

 

8,734,515

 

8,313,995

 

 

Total stockholders’ equity

 

489,651

 

6,397,394

 

6,415,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

842,808

 

Ps.

11,011,453

 

Ps.

10,010,410

 

 

Total liabilities and stockholders’ equity

 

$

842,808

 

Ps.

11,011,453

 

Ps.

10,010,410

 

The accompanying notes are an integral part of these consolidated financial statements.

F-2



Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Income and Other Comprehensive Income

(Thousands of Mexican pesos, except per share data)

 

 

Millions of
U.S. dollars

 

Year ended December 31,

 

 

 

(Convenience
Translation Note 3.c)
December 31,
2013

 

2013

 

2012

 

2011

 

Revenues:

 

 

 

 

 

 

 

 

 

Aeronautical services (Note 27)

 

$

173,657

 

Ps.

2,268,869

 

Ps.

2,130,663

 

Ps.

1,870,177

 

Non-aeronautical services (Note 27)

 

60,964

 

796,501

 

688,957

 

588,671

 

Construction services

 

26,994

 

352,688

 

321,718

 

330,863

 

 

Total revenues

 

261,615

 

3,418,058

 

3,141,338

 

2,789,711

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services, excluding depreciation and amortization below (Note 28)

 

55,516

 

725,329

 

656,217

 

603,900

 

Major maintenance provision (Note16)

 

20,143

 

263,167

 

164,208

 

165,683

 

Cost of construction

 

26,994

 

352,688

 

321,718

 

330,863

 

Administrative expenses

 

38,364

 

501,233

 

457,749

 

434,531

 

Right to use airport facilities

 

11,340

 

148,159

 

137,028

 

115,979

 

Technical assistance fees (Note 25)

 

5,101

 

66,643

 

67,365

 

55,150

 

Depreciation and amortization

 

15,402

 

201,226

 

186,803

 

165,088

 

 

Other income, net (Note 24)

 

(3,810

)

(49,782

)

(9,924

)

(751

)

Total operating costs and expenses

 

169,050

 

2,208,663

 

1,981,164

 

1,870,443

 

Operating income

 

92,565

 

1,209,395

 

1,160,174

 

919,268

 

Interest expense

 

(16,024

)

(209,359

)

(103,846

)

(98,431

)

Interest income

 

5,561

 

72,650

 

27,764

 

16,079

 

Exchange (loss) gain, net

 

(474

)

(6,198

)

23,168

 

(38,766

)

 

 

 

(10,937

)

(142,907

)

(52,914

)

(121,118

)

 

Income before income taxes

 

81,628

 

1,066,488

 

1,107,260

 

798,150

 

Income tax (benefit) expense (Note 19)

 

(10,323

)

(134,876

)

288,172

 

182,070

 

Consolidated net income for the year

 

91,951

 

1,201,364

 

819,088

 

616,080

 

Items that will not be subsequently reclassified to income:

 

 

 

 

 

 

 

 

 

Actuarial losses on labor obligations

 

(218

)

(2,851

)

(11,313

)

-

 

Income tax relating to items that will not be subsequently reclassified to profit or loss (Note17 and 23)

 

65

 

843

 

3,390

 

-

 

Total other comprehensive loss

 

(153

)

(2,008

)

(7,923

)

-

 

Total comprehensive income for the year

 

$

91,798

 

Ps.

1,199,356

 

Ps.

811,165

 

Ps.

616,080

 

Consolidated net income attributable to:

 

 

 

 

 

 

 

 

 

Controlling interest

 

$

91,819

 

Ps.

1,199,636

 

Ps.

818,121

 

Ps.

615,823

 

Non-controlling interest

 

132

 

1,728

 

967

 

257

 

 

Consolidated net income for the year

 

$

91,951

 

Ps.

1,201,364

 

Ps.

819,088

 

Ps.

616,080

 

Total comprehensive income attributable to:

 

 

 

 

 

 

 

 

 

Controlling interest

 

$

91,666

 

Ps.

1,197,628

 

Ps.

810,198

 

Ps.

615,823

 

Non-controlling interest

 

132

 

1,728

 

967

 

257

 

Total comprehensive income for the year

 

$

91,798

 

Ps.

1,199,356

 

Ps.

811,165

 

Ps.

616,080

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Controlling interest

 

$

0.2301

 

Ps.

3.0062

 

Ps.

2.0501

 

Ps.

1.5433

 

 

 

 

Weighted average shares outstanding

 

 

 

399,052,350

 

399,060,153

 

399,039,231

 

The accompanying notes are an integral part of these consolidated financial statements.

F-3



Table of Contents

 

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Financial Position

(Thousands of Mexican pesos)

 

 

Thousands of U.S.
dollars (Convenience
Translation Note 3c)
December 31,

 

December 31,

 

 

 

 

Thousands of U.S.
dollars (Convenience
Translation Note 3c)
December 31,

 

December 31,

 

 

 

2014

 

2014

 

2013

 

 

 

 

2014

 

2014

 

2013

 

Current assets:

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Cash and cash equivalents (Note 6)

 

$

190,579

 

Ps.

2,808,149

 

Ps.

  1,534,006

 

 

Short-term debt (Note 14)

 

$

 -

 

Ps.

 -

 

Ps.

  99,421

 

Accounts receivable, net (Note 7)

 

21,710

 

319,890

 

304,769

 

 

Current portion of long-term debt (Note 15)

 

3,195

 

47,076

 

33,588

 

Recoverable taxes

 

10,372

 

152,827

 

311,399

 

 

Current portion of major maintenance provision (Note 16)

 

12,535

 

184,709

 

271,344

 

Prepayments for construction to Ingenieros Civiles Asociados, S. A. de

   C.V. (related party)

 

1,702

 

25,084

 

32,001

 

 

Trade accounts payable (Note 12)

 

17,479

 

257,556

 

226,184

 

Other accounts receivable and prepaid expenses

(Note 8)

 

6,678

 

98,393

 

94,763

 

 

Payable taxes and other accrued expenses (Note 13)

 

18,272

 

269,228

 

219,012

 

 

 

 

 

 

 

 

 

 

Accounts payable to related parties (Note 25)

 

4,894

 

72,111

 

107,440

 

Total current assets

 

231,041

 

3,404,343

 

2,276,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total current liabilities

 

56,375

 

830,680

 

956,989

 

Non-current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities:

 

 

 

 

 

 

 

Property, leasehold improvements and equipment, net (Note 9)

 

155,028

 

2,284,314

 

2,165,766

 

 

Long-term debt (Note 15)

 

317,434

 

4,677,325

 

2,970,526

 

 

 

 

 

 

 

 

 

 

Major maintenance provision (Note 16)

 

27,695

 

408,080

 

357,262

 

Investment in airport concessions, net (Note 10)

 

419,434

 

6,180,277

 

6,092,046

 

 

Guarantee deposits

 

6,850

 

100,941

 

43,352

 

 

 

 

 

 

 

 

 

 

Labor obligations (Note 17)

 

6,401

 

94,313

 

82,497

 

Other assets, net

 

3,025

 

44,578

 

25,332

 

 

Deferred income taxes (Note 19)

 

12,890

 

189,938

 

203,433

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred income taxes (Note 19)

 

34,230

 

504,368

 

451,371

 

 

Non-current liabilities

 

371,270

 

5,470,597

 

3,657,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

427,645

 

6,301,277

 

4,614,059

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contingencies and commitments (Note 20)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity (Note 22)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

101,191

 

1,491,023

 

2,698,691

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

2,021

 

29,786

 

29,786

 

 

 

 

 

 

 

 

 

 

 

 

103,212

 

1,520,809

 

2,728,477

 

 

 

 

 

 

 

 

 

 

Earned capital:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for repurchase of shares

 

16,393

 

241,543

 

373,869

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

292,687

 

4,312,686

 

3,287,992

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income

 

(653

)

(9,625

)

(9,931

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

308,427

 

4,544,604

 

3,651,930

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

411,639

 

6,065,413

 

6,380,407

 

Total non-current assets

 

611,717

 

9,013,537

 

8,734,515

 

 

Non-controlling interest

 

3,474

 

51,190

 

16,987

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

415,113

 

6,116,603

 

6,397,394

 

Total assets

 

$

842,758

 

Ps.

 12,417,880

 

Ps.

 11,011,453

 

 

Total liabilities and shareholders’ equity

 

$

 842,758

 

Ps.

  12,417,880

 

Ps.

  11,011,453

 

The accompanying notes are an integral part of these consolidated financial statements.

F-2



Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Income and Other

Comprehensive Income

(Thousands of Mexican pesos, except per share data)

 

 

Thousands of
U.S. dollars
(Convenience
Translation Note 3c)
December 31,

 

Year ended December 31,

 

 

 

2014

 

2014

 

2013

 

2012

 

Revenues:

 

 

 

 

 

 

 

 

 

Aeronautical services (Note 27)

 

$

171,883

 

Ps.

2,532,666

 

Ps.

2,268,869

 

Ps.

2,130,663

 

Non-aeronautical services (Note 27)

 

60,381

 

889,694

 

796,501

 

688,957

 

Construction services

 

20,857

 

307,327

 

352,688

 

321,718

 

 

 

 

 

 

 

 

 

 

 

Total revenues

 

253,121

 

3,729,687

 

3,418,058

 

3,141,338

 

Operating costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of services, excluding depreciation and amortization (Note 28)

 

52,457

 

772,946

 

725,329

 

656,217

 

Major maintenance provision (Note 16)

 

12,211

 

179,932

 

263,167

 

164,208

 

Cost of construction

 

20,857

 

307,327

 

352,688

 

321,718

 

Administrative expenses

 

36,379

 

536,034

 

501,233

 

457,749

 

Right to use airport facilities

 

11,651

 

171,670

 

148,159

 

137,028

 

Technical assistance fees (Note 25)

 

5,596

 

82,461

 

66,643

 

67,365

 

Depreciation and amortization

 

15,201

 

223,982

 

201,226

 

186,803

 

Other income, net (Note 24)

 

(926)

 

 

(13,654)

 

 

(49,782)

 

 

(9,924)

 

Total operating costs and expenses

 

153,426

 

2,260,698

 

2,208,663

 

1,981,164

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

99,695

 

1,468,989

 

1,209,395

 

1,160,174

 

Interest expense

 

17,942

 

264,368

 

209,359

 

103,846

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

(5,236)

 

(77,147)

 

(72,650)

 

(27,764)

 

Exchange (gain) loss, net

 

1,524

 

 

22,463

 

 

6,198

 

 

(23,168)

 

 

 

 

 

 

 

 

 

 

 

 

 

14,230

 

209,684

 

142,907

 

52,914

 

Income before income taxes

 

85,465

 

1,259,305

 

1,066,488

 

1,107,260

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense (Note 19)

 

15,768

 

232,345

 

(134,876)

 

288,172

 

Consolidated net income for the year

 

69,697

 

1,026,960

 

1,201,364

 

819,088

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

Items that will not be subsequently reclassified to profit or loss

 

 

 

 

 

 

 

 

 

Actuarial gain (loss) on labor obligations

 

30

 

437

 

(2,851)

 

(11,313)

 

Income tax relating to actuarial gain (loss) on labor obligations (Notes 17 and 23)

 

(9)

 

(131)

 

843

 

3,390

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income (loss)

 

21

 

306

 

(2,008)

 

(7,923)

 

Total comprehensive income for the year

 

$

69,718

 

Ps.

1,027,266

 

Ps.

1,199,356

 

Ps.

811,165

 

Consolidated net income attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlling interest

 

$

69,543

 

Ps.

1,024,694

 

Ps.

1,199,636

 

Ps.

818,121

 

Non-controlling interest

 

154

 

2,266

 

1,728

 

967

 

Consolidated net income for the year

 

$

69,697

 

Ps.

1,026,960

 

Ps.

1,201,364

 

Ps.

819,088

 

Comprehensive net income attributable to:

 

 

 

 

 

 

 

 

 

Controlling interest

 

$

69,564

 

Ps.

1,025,000

 

Ps.

1,197,628

 

Ps.

810,198

 

Non-controlling interest

 

154

 

2,266

 

1,728

 

967

 

Total comprehensive income for the year

 

$

69,718

 

Ps.

1,027,266

 

Ps.

1,199,356

 

Ps.

811,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share of controlling interest:

 

$

0.1754

 

Ps.

2.5844

 

Ps.

3.0062

 

Ps.

2.0501

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

 

 

396,493,090

 

399,052,350

 

399,060,153

 

The accompanying notes are an integral part of these consolidated financial statements.

F-3



Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Changes in Stockholders’Shareholders’ Equity

(Thousands of Mexican pesos except for share data (Note 22))

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

 

 

Earned capital

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Common
stock

 

Additional paid-in
capital

 

Total
contributed
capital

 

Reserve for
repurchase

of shares

 

Retained
earnings

 

other
comprehensive
income

 

Total earned
capital

 

Controlling
interest

 

Non-controlling
interest

 

Total
stockholders’

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2011

 

399,182,000

 

Ps.

4,399,590

 

Ps.

29,786

 

Ps.

4,429,376

 

Ps.

405,674

 

Ps.

1,033,640

 

Ps.

-

 

Ps.

1,439,314

 

Ps.

5,868,690

 

Ps.

7,320

 

Ps.

5,876,010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared (Ps.1.00 per share)

 

-

 

-

 

-

 

-

 

-

 

(400,000

)

-

 

(400,000

)

(400,000

)

-

 

(400,000

)

Repurchase of shares

 

(333,300

)

(5,146

)

-

 

(5,146

)

(2,443

)

-

 

-

 

(2,443

)

(7,589

)

-

 

(7,589

)

Decrease in share repurchase reserve

 

-

 

-

 

-

 

-

 

(5,674

)

5,674

 

-

 

-

 

-

 

-

 

-

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

615,823

 

-

 

615,823

 

615,823

 

257

 

616,080

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2011

 

398,848,700

 

4,394,444

 

29,786

 

4,424,230

 

397,557

 

1,255,137

 

-

 

1,652,694

 

6,076,924

 

7,577

 

6,084,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

Decrease of capital stock (Ps.1.25 per share)

 

-

 

(500,000

)

-

 

(500,000

)

-

 

-

 

-

 

-

 

(500,000

)

-

 

(500,000

)

Sale of treasury shares, net

 

278,827

 

2,724

 

-

 

2,724

 

4,503

 

-

 

-

 

4,503

 

7,227

 

-

 

7,227

 

Increase in share repurchase reserve

 

-

 

-

 

-

 

-

 

2,714

 

(2,714

)

-

 

-

 

-

 

-

 

-

 

Cancellation of dividends over treasury shares

 

-

 

-

 

-

 

-

 

-

 

13,038

 

-

 

13,038

 

13,038

 

-

 

13,038

 

Increase in non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

25

 

25

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

818,121

 

(7,923

)

810,198

 

810,198

 

967

 

811,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

399,127,527

 

3,897,168

 

29,786

 

3,926,954

 

404,774

 

2,083,582

 

(7,923

)

2,480,433

 

6,407,387

 

8,569

 

6,415,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease of capital stock (Ps.3.00 per share)

 

-

 

(1,200,000

)

-

 

(1,200,000

)

-

 

-

 

-

 

-

 

(1,200,000

)

-

 

(1,200,000

)

Repurchase of shares, net

 

(568,310

)

(3,832

)

-

 

(3,832

)

(20,776

)

-

 

-

 

(20,776

)

(24,608

)

-

 

(24,608

)

Transfer of cumulative adjustment to par value of shares

 

-

 

5,355

 

-

 

5,355

 

(5,355

)

-

 

-

 

(5,355

)

-

 

-

 

-

 

Decrease in share repurchase reserve

 

-

 

-

 

-

 

-

 

(4,774

)

4,774

 

-

 

-

 

-

 

-

 

-

 

Increase in non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6,690

 

6,690

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

1,199,636

 

(2,008

)

1,197,628

 

1,197,628

 

1,728

 

1,199,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

398,559,217

 

Ps.

2,698,691

 

Ps.

29,786

 

Ps.

2,728,477

 

Ps.

373,869

 

Ps.

3,287,992

 

Ps.

(9,931

)

Ps.

3,651,930

 

Ps.

6,380,407

 

Ps.

16,987

 

Ps.

6,397,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

 

 

Earned capital

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Common
stock

 

Additional paid-in
capital

 

Total
contributed
capital

 

Reserve for
repurchase

of shares

 

Retained
earnings

 

Other
comprehensive
income

 

Total earned
capital

 

Controlling
interest

 

Non-controlling
interest

 

Total
stockholders’

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2012

 

399,127,527

 

$

298,286

 

$

2,280

 

$

300,566

 

$

30,981

 

$

159,476

 

$

(608

)

$

189,849

 

$

490,415

 

$

656

 

$

491,071

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease of capital stock (Ps.3.00 per share)

 

-

 

(91,847

)

-

 

(91,847

)

-

 

-

 

-

 

-

 

(91,847

)

-

 

(91,847

)

Repurchase of shares, net

 

(568,310

)

(293

)

-

 

(293

)

(1,590

)

-

 

-

 

(1,590

)

(1,883

)

-

 

(1,883

)

Transfer of cumulative adjustment to par value of shares

 

-

 

410

 

-

 

410

 

(410

)

-

 

-

 

(410

)

-

 

-

 

-

 

Decrease in share repurchase reserve

 

-

 

-

 

-

 

-

 

(365

)

365

 

-

 

-

 

-

 

-

 

-

 

Increase in non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

512

 

512

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

91,819

 

(153

)

91,666

 

91,666

 

132

 

91,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2013

 

398,559,217

 

$

206,556

 

$

2,280

 

$

208,836

 

$

28,616

 

$

251,660

 

$

(761

)

$

279,515

 

$

488,351

 

$

1,300

 

$

489,651

 

 

 

 

 

Contributed Capital

 

 

 

Earned capital

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

Common
stock

 

Additional
paid-in
capital

 

Total
contributed
capital

 

Reserve for
repurchase
of shares

 

Retained
earnings

 

Accumulated
other
comprehensive
income

 

Total
earned
capital

 

Total
controlling
interest

 

Total non-
controlling
interest

 

Total
shareholders’
equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2012

 

398,848,700

 

Ps.

4,394,444

 

Ps.

29,786

 

Ps.

4,424,230

 

Ps.

397,557

 

Ps.

1,255,137

 

Ps.

-

 

Ps.

1,652,694

 

Ps.

6,076,924

 

Ps.

7,577

 

Ps.

6,084,501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in common stock (Ps. 1.25 pesos per share)

 

-

 

(500,000)

 

-

 

(500,000)

 

-

 

-

 

-

 

-

 

(500,000)

 

-

 

(500,000)

 

Sale (repurchase) of shares, net

 

278,827

 

2,724

 

-

 

2,724

 

4,503

 

-

 

-

 

4,503

 

7,227

 

-

 

7,227

 

Increase in share repurchase reserve

 

-

 

-

 

-

 

-

 

2,714

 

(2,714)

 

-

 

-

 

-

 

-

 

-

 

Cancellation of dividends over treasury shares

 

-

 

-

 

-

 

-

 

-

 

13,038

 

-

 

13,038

 

13,038

 

-

 

13,038

 

Increase in non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

25

 

25

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

818,121

 

(7,923)

 

810,198

 

810,198

 

967

 

811,165

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2012

 

399,127,527

 

3,897,168

 

29,786

 

3,926,954

 

404,774

 

2,083,582

 

(7,923)

 

2,480,433

 

6,407,387

 

8,569

 

6,415,956

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in common stock (Ps. 3.00 per share)

 

-

 

(1,200,000)

 

-

 

(1,200,000)

 

-

 

-

 

-

 

-

 

(1,200,000)

 

-

 

(1,200,000)

 

Repurchase of shares, net

 

(568,310)

 

(3,832)

 

-

 

(3,832)

 

(20,776)

 

-

 

-

 

(20,776)

 

(24,608)

 

-

 

(24,608)

 

Transfer of cumulative adjustment to par value of shares

 

-

 

5,355

 

-

 

5,355

 

(5,355)

 

-

 

-

 

(5,355)

 

-

 

-

 

-

 

Decrease in share repurchase reserve

 

-

 

-

 

-

 

-

 

(4,774)

 

4,774

 

-

 

-

 

-

 

-

 

-

 

Increase in non-controlling interest

 

-

 

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

6,690

 

6,690

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

1,199,636

 

(2,008)

 

1,197,628

 

1,197,628

 

1,728

 

1,199,356

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2013

 

398,559,217

 

2,698,691

 

29,786

 

2,728,477

 

373,869

 

3,287,992

 

(9,931)

 

3,651,930

 

6,380,407

 

16,987

 

6,397,394

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Decrease in common stock (Ps. 3.00 per share)

 

-

 

(1,200,000)

 

-

 

(1,200,000)

 

-

 

-

 

-

 

-

 

(1,200,000)

 

-

 

(1,200,000)

 

Repurchase of shares, net

 

(3,179,367)

 

(7,668)

 

-

 

(7,668)

 

(132,326)

 

-

 

-

 

(132,326)

 

(139,994)

 

-

 

(139,994)

 

Increase in non-controlling interest

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

31,937

 

31,937

 

Consolidated comprehensive income

 

-

 

-

 

-

 

-

 

-

 

1,024,694

 

306

 

1,025,000

 

1,025,000

 

2,266

 

1,027,266

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

 

395,379,850

 

Ps.

1,491,023

 

Ps.

29,786

 

Ps.

1,520,809

 

Ps.

241,543

 

Ps.

4,312,686

 

Ps.

(9,625)

 

Ps.

4,544,604

 

Ps.

6,065,413

 

Ps.

51,190

 

Ps.

6,116,603

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4



Table of Contents

 

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Consolidated Statements of Cash Flows

(Thousands of Mexican pesos)

 

 

 

Millions of
U.S. dollars

 

Year ended December 31,

 

 

 

(Convenience
Translation Note

3.c)
December 31,
2013

 

2013

 

2012

 

2011

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

81,628

 

Ps.

1,066,488

 

Ps.

1,107,260

 

Ps.

798,150

 

Adjustments for:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

15,402

 

201,226

 

186,803

 

165,088

 

Major maintenance provision

 

20,143

 

263,167

 

164,208

 

165,683

 

Allowance for doubtful accounts

 

(285)

 

(3,727

)

(6,689

)

10,905

 

Gain on sale of property and equipment

 

(2,370)

 

(30,967

)

-

 

-

 

Interest income

 

(5,561)

 

(72,650

)

(27,764

)

(16,079

)

Interest expense

 

16,024

 

209,359

 

103,846

 

98,431

 

Unrealized exchange rate fluctuation

 

256

 

3,340

 

(18,313

)

34,018

 

 

 

125,237

 

1,636,236

 

1,509,351

 

1,256,196

 

Customers

 

(1,013)

 

(13,234

)

66,121

 

(123,707

)

Recoverable taxes

 

(8,301)

 

(108,452

)

(30,997

)

(165,476

)

Other receivables

 

(3,579)

 

(46,759

)

(19,124

)

16,412

 

Trade accounts payable

 

3,216

 

42,014

 

3,896

 

56,245

 

Payable taxes and other accrued expenses

 

(10,222)

 

(133,557

)

(213,907

)

72,483

 

Income taxes paid

 

(21,102)

 

(275,701

)

(85,469

)

(148,341

)

Related parties, net

 

8,723

 

113,962

 

219,224

 

64,241

 

Major maintenance provision Payments

 

(17,516)

 

(228,849

)

(201,970

)

(316,922

)

Other long-term liabilities

 

1,499

 

19,586

 

13,288

 

38,013

 

Net cash provided by operating activities

 

76,942

 

1,005,246

 

1,260,413

 

749,144

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Investment in property and equipment

 

(6,096)

 

(79,641

)

(56,895

)

(143,812

)

Other long term assets

 

(51)

 

(669

)

(2,520

)

-

 

Proceeds from sale of property and equipment

 

4,914

 

64,203

 

-

 

-

 

Insurance recovery on damaged equipment

 

1,502

 

19,628

 

-

 

-

 

Investment in airport concessions

 

(26,563)

 

(347,051

)

(362,233

)

(326,742

)

Interest received

 

5,561

 

72,650

 

27,764

 

16,079

 

Net cash used in investing activities

 

(20,733)

 

(270,880

)

(393,884

)

(454,475

)

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

191,158

 

2,497,524

 

885,689

 

1,540,861

 

Payments of long-term debt

 

(113,702

)

(1,485,538

)

(336,292

)

(1,119,638

)

Interest paid

 

(11,477

)

(149,949

)

(96,035

)

(98,431

)

Dividends paid

 

-

 

-

 

(198,344

)

(399,076

)

Decrease of capital stock

 

(91,611

)

(1,196,912

)

(500,000

)

-

 

(Repurchase) sale of shares, net

 

(1,883

)

(24,608

)

7,227

 

(7,589

)

Increase in non-controlling interest

 

512

 

6,690

 

25

 

-

 

Net cash used in financing Activities

 

(27,003

)

(352,793

)

(237,730

)

(83,873

)

Increase in cash and cash equivalents

 

29,206

 

381,573

 

628,799

 

210,796

 

Cash and cash equivalents at the beginning of period

 

88,206

 

1,152,433

 

523,634

 

312,838

 

Cash and cash equivalents at the end of period

 

$

117,412

 

Ps.

1,534,006

 

Ps.

1,152,433

 

Ps.

523,634

 

 

 

 

 

 

 

 

 

 

 

Non cash financing and investing activities which are not reflected in the consolidated statements of cash flow:

 

 

 

 

 

 

 

 

 

 

 

Property and equipment

 

$

1,711

 

Ps.

22,350

 

Ps.

10,208

 

Ps.

1,734

 

Investment in airport concessions

 

2,305

 

30,112

 

24,475

 

64,990

 

Dividends

 

-

 

-

 

-

 

211,383

 

Cancellation of dividends over treasury shares

 

-

 

-

 

13,038

 

-

 

Decrease of capital stock

 

236

 

3,088

 

-

 

-

 

 

 

Thousands of
U.S. dollars
(Convenience
Translation Note
3c)
December 31,

 

Year ended December 31,

 

 

 

2014

 

2014

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Income before income taxes

 

$

85,465

 

Ps.

1,259,305

 

Ps.

1,066,488

 

Ps.

1,107,260

 

Adjustments for:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

15,201

 

223,982

 

201,226

 

186,803

 

Major maintenance provision

 

12,211

 

179,932

 

263,167

 

164,208

 

Increase (decrease) in allowance for doubtful accounts

 

88

 

1,296

 

(3,727

)

(6,689

)

Loss (gain) on sale of property and equipment

 

112

 

1,651

 

(30,967

)

-

 

Interest income

 

(5,236

)

(77,147

)

(72,650

)

(27,764

)

Interest expense

 

17,942

 

264,368

 

209,359

 

103,846

 

Unrealized exchange rate fluctuation

 

1,901

 

28,015

 

3,340

 

(18,313

)

 

 

127,684

 

1,881,402

 

1,636,236

 

1,509,351

 

Trade accounts receivable

 

(1,114

)

(16,417

)

(13,234

)

66,121

 

Recoverable tax

 

10,762

 

158,572

 

(108,452

)

(30,997

)

Other accounts receivable and prepaid expenses

 

424

 

6,238

 

(46,759

)

(19,124

)

Trade accounts payable

 

1,203

 

17,728

 

42,014

 

3,896

 

Payable taxes and other accrued expenses

 

(6,096

)

(89,826

)

(133,557

)

(213,907

)

Income taxes paid

 

(10,978

)

(161,758

)

(275,701

)

(85,469

)

Related parties, net

 

(2,398

)

(35,329

)

113,962

 

219,224

 

Major maintenance provision payments

 

(14,909

)

(219,680

)

(228,849

)

(201,970

)

Guarantee deposits and retirement benefit plan

 

4,740

 

69,842

 

19,586

 

13,288

 

Net cash flows from operating activities

 

109,318

 

1,610,772

 

1,005,246

 

1,260,413

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Acquisition of property, leasehold improvements and equipment

 

(11,692

)

(172,285

)

(79,641

)

(56,895

)

Loans to related parties

 

(6,787

)

(100,000

)

-

 

-

 

Proceeds from related party loans

 

6,787

 

100,000

 

-

 

-

 

Other non-current assets

 

(1,412

)

(20,803

)

(669

)

(2,520

)

Proceeds from sale of property and equipment

 

29

 

441

 

64,203

 

-

 

Insurance recovery on damaged equipment

 

2,300

 

33,887

 

19,628

 

-

 

Investment in airport concessions

 

(19,697

)

(290,231

)

(347,051

)

(362,233

)

Interest received

 

5,236

 

77,147

 

72,650

 

27,764

 

Net cash used in investing activities

 

(25,236

)

 

(371,844

)

 

(270,880

)

 

(393,884

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Proceeds from long-term debt

 

267,280

 

3,938,325

 

2,497,524

 

885,689

 

Payments of long-term debt

 

(159,484

)

(2,349,961

)

(1,485,538

)

(336,292

)

Interest paid

 

(16,424

)

(242,006

)

(149,949

)

(96,035

)

Dividends paid

 

-

 

-

 

-

 

(198,344

)

Decrease of common stock

 

(80,665

)

(1,188,581

)

(1,196,912

)

(500,000

)

(Repurchase) sale of shares, net

 

(10,485

)

(154,499

)

(24,608

)

7,227

 

Increase in non-controlling interest

 

2,168

 

31,937

 

6,690

 

25

 

Net cash used in financing activities

 

2,390

 

35,215

 

(352,793

)

 

(237,730

)

Net increase in cash and cash equivalents

 

86,472

 

1,274,143

 

381,573

 

628,799

 

Cash and cash equivalents at the beginning of year

 

104,107

 

1,534,006

 

1,152,433

 

523,634

 

Cash and cash equivalents at the end of year

 

$

190,579

 

Ps.

2,808,149

 

Ps.

1,534,006

 

Ps.

1,152,433

 

 

 

 

 

 

 

 

 

 

 

 

Non cash financing and investing activities which are not reflected in the consolidated statements of cash flow:

 

 

 

 

 

 

 

 

 

 

 

Acquisition of property, leasehold improvements and equipment

 

Ps.

12,452

 

Ps.

22,350

 

Ps.

10,208

 

Investment in airport concessions

 

51,308

 

30,112

 

24,475

 

Capital reimbursement

 

-

 

3,088

 

-

 

 

The accompanying notes are an integral part of these consolidated financial statements.

statements.

 

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Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S. A. de C. V.)

Notes to Consolidated Financial Statements

For the years ended December 31, 2014, 2013 2012 and 20112012

(Thousands of Mexican pesos, except as otherwise indicated)

 

1.                            Nature of business

 

Grupo Aeroportuario del Centro Norte, S. A. B. de C. V., (GACN(“GACN” or collectively with its subsidiaries, the Company)“Company”), is a direct subsidiary of Aeroinvest, S. A. de C. V. (Aeroinvest)(“Aeroinvest”), andan indirect subsidiary of Empresas ICA, S. A. B. de C. V. (EMICA)(“Empresas ICA”), the ultimateconsolidating parent company,company. GACN is a holding company, whose subsidiaries are engaged in the administration, operation, and use of 13 airports under a concession granted by the Mexican Government through the Ministry of Communications and Transportation (SCT).Transportation. The airports are located in the following cities: Monterrey, Acapulco, Mazatlán, Zihuatanejo, Ciudad Juárez, Reynosa, Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón, and Zacatecas. The Company also generates revenue from hotel business services provided by Terminal 2 NH T2 Hotel located in Terminal 2 of the Mexico City International Airport (AICM)(“AICM”).

 

The address of the Company’s corporate office is Lázaro Cárdenas #2225 5th Floor, Valle Oriente, San Pedro Garza García, Nuevo León, Zip Code 66269.

 

2.                            Significant events

 

a.             In December 2013,Issuance of seven-year notes (certificados bursátiles) for Ps. 3,000,000: On June 16, 2014, the Company issued Ps. 3,000,000 in seven-year long-term notes (ticker: OMA14) in the Mexican Government enactedmarket at a packagefixed annual rate of tax reforms, which includes several significant changes to income tax laws,6.85% and a demand of 2.2x. Interest payments are made every 182 days and the most significanttotal amount of which had an impactprincipal will be settled on the Company being the eliminationmaturity date, June 7, 2021. The notes received ratings of mxAA+ by Standard and Poor’s and AA (mex) by Fitch Ratings. The objective of the Business Flat Tax (“IETU”issuance were to: (i) fix interest payments and to extend the maturity profile of debt by prepaying the Ps. 1,300,000,000 of outstanding floating-rate notes issued under the 2011 Indenture and (ii) to finance the master development programs and strategic investments. The floating-rate peso-denominated notes issued under the 2011 Indenture were paid on July 11, 2014. Under the issuance, GACN and nine of the Company’s 13 airports guaranteed the notes thus complying with the minimum guarantee of 80% of the Company’s earnings before consolidated expenses, financial revenues, taxes, depreciation and amortization (EBITDA) (see Note 19).

 

b.             In July 2013, EMICA ceased the consolidationOpening of GACN’s operations for tax purposes (see Note 19).a U.S.$ 3,120,000 line of credit

c.: On March 26, 2013, GACN issued long-term debt securities20, 2014, the Company signed an agreement for a U.S.$ 3,120,000 line of Ps.1,500,000,credit with a maturity of 10 years,  under a program registered withUPS Capital Business Credit (guaranteed by the Mexican Stock Exchange. The securities accrue semi-annual interest at an annual fixed rate of 6.47%. The total amountExport-Import Bank of the principal is due at maturityUnited States (“Ex-Im Bank”)), which expires on March 14, 2023.July 25, 2019. The resources obtainedCompany drew down on the line of credit on April 11, 2014, and the proceeds were used to pay short-term loans, to finance capital investments included inpurchase rescue and firefighting equipment for the Master Development Programs (“MDP”)Acapulco, Chihuahua, Culiacan, San Luis Potosi and Zacatecas airports. The line of the Company’s 13 airports, and for other strategic capital investments. The securities arecredit is guaranteed by the Acapulco, Ciudad Juárez,Chihuahua, Culiacán, Chihuahua, Mazatlán,San Luis Potosí, Zacatecas and Monterrey Tampico, Torreón,airports as primary obligors, jointly and Zihuatanejo airports, which individually or together, reachseverally, with respect to the minimum guarantee, which means thatpayment of the EBITDA of such airports, when combined with the EBITDA of GACN, represent at least 80% of consolidated EBITDA.

d.principal and interest. The Company registered, with the Mexican Stock Exchange, a short-term debt security program of Ps.200,000 maturing in March 2015 under which on March 22, 2013, 28-day commercial paper of Ps.100,000 was issued at an interest rate of 4.17%. The resources from this issuance were used for working capital and general corporate purposes. The Company plans to continue to use this program on a revolvingis LIBOR plus 265 basis to meet its short-term cash flow needs as necessary.

e.At the General Stockholders’ Meeting held on August 23, 2013, the stockholders agreed to modify the long-term Securitized Certificates, dated July 15, 2011, for $1,300,000 which have a term of five years (“OMA11”). The new agreement dated December 23, 2013 modified clause 20, denominated Guarantee, to incorporate the guarantee provided by the Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Mazatlán, Monterrey, Tampico, Torreón, and Zihuatanejo airports, which either individually will provide the minimum guarantee.  Accordingly, the EBITDA of the aforementioned joint guarantors, when added to that of GACN, represents at least 80% of the consolidated EBITDA.  Clause 21, denominated Obligations of the Issuer–Negative Covenants– 6.  Indebtedness, was also modified the circumstances in which subsidiaries of GACN may issue additional debt.

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Table of Contentspoints.

 

3.Basis of presentation and consolidation

 

a.                            Statement of compliance

 

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), including amendments and interpretations, as issued by the International Accounting Standards Board (“IASB”).(IASB)

 

b.                            Basis of measurement

 

The consolidated financial statements have been prepared on the historical cost basis; notwithstanding, fair value is disclosed in certain cases.

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Table of Contents

 

i)                     Historical cost

 

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

ii)                  Fair value

 

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 (Share-Based Payment), leasing transactions that are within the scope of IAS 17 (Leases), and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 (Inventories) or value in use in IAS 36.36 (Impairment of Assets).

 

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

·                  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entityCompany can access at the measurement date;

·                  Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

·                  Level 3 inputs are unobservable inputs for the asset or liability.

 

c.                             Convenience translation

 

Solely for convenience of readers, peso amounts included in the consolidated financial statements as of December 31, 20132014 and for the year then ended have been translated into U.S. dollar amounts at the exchange rate of Ps.13.0652Ps. 14.7348 pesos per U.S. dollar, as published by Banco de Mexico, S.A. Such translation should not be construed as a representation that the Mexican peso amounts have been, could have been or could, in the future, be converted into U.S. dollars at such rate or any other rate.

 

d.                            Reporting currency

 

The Mexican peso, legal currency of the United Mexican States is the currency in which the consolidated financial statements are presented. Transactions in currencies other than the peso are recorded in accordance with established policies described in Note 4.b.4b.

 

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Table of Contents

Consolidated statements of income and other comprehensive income

 

The Company chose to present the consolidated statement of income and other comprehensive income in a single statement, as well as presenting operating income in such statement in accordance with practices in the industry. Costs and expenses were classified according to their nature.

 

e.f.                              Principles of consolidation

 

The consolidated financial statements incorporate the financial statements of GACN and its subsidiaries. Control is achieved when GACN or its subsidiaries:

 

·                  have power over the investee;

·                  are exposed, or have rights, to variable returns from involvement with the investee; and

·                  have the ability to use their power to affect their returns.

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Table of Contents

 

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

 

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

 

·                  the sizepercentage of the Company’s holding of voting rights relative to the sizepercentage and dispersion of holdings of the other vote holders;

·the percentage of participation of the voting rights held by the Company in relation to the percentage and dispersion of voting rights held by other holders.

·                  potential voting rights held by the Company, other vote holders or other parties;

·                  rights arising from other contractual arrangements; and

·                  any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

 

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of income and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

 

The income and each component of other comprehensive income are attributed to the Company’s owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the Company’s owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

 

The non-controlling interests in equity of subsidiaries are presented separately as non-controlling interests in the consolidated statements of financial position, within the stockholders’shareholders’ equity section, and the consolidated statements of income and other comprehensive income.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

 

The financial statements of companies that are included in the consolidation are prepared as of December 31 of each year.

 

All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.

 

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Table of ContentsNote 11 sets forth the entities that are consolidated on the financial statements and the information related thereto.

 

4.                            Significant accounting policies

 

The consolidated financial statements are prepared in accordance with IFRS. Preparation of financial statements under IFRS requires management of the CompanyCompany’s management to make certain estimates and use assumptions to value certain of the items in the consolidated financial statements as well as their related disclosures required therein. The areas with a high degree of judgment and complexity or areas where assumptions and estimates are significant in the consolidated financial statements are described in Note 5. The estimates are based on information available at the time the estimates are made, as well as the best knowledge and judgment of management based on experience and current events. However, actual results could differ from those estimates. The Company has implemented control procedures to ensure that its accounting policies are appropriate and are properly applied. Although actual results may differ from those estimates, the Company’s management believes that the estimates and assumptions used were adequate under the circumstances.

 

The consolidation requirements, accounting policies and valuation methods used in preparing the consolidated financial statements as of and for the year ended December 31, 2013 are2014 were the same as those applied in the consolidated financial statements for 20122013 and 2011,2012, except for newthe standards and interpretations described in paragraph a) (i)a. i) included below, which were applicable to the Company and arewere effective beginning January 1, 2013.during 2014.

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Table of Contents

 

a.                            Application of new and revised IFRS

 

i)                              Effective January 1, 2013,2014, the Company adopted the following standards and interpretations:

 

·                  Amendments to IFRS 10 Consolidated(Consolidated Financial Statements

Systems), IFRS 12 Disclosure (Disclosure of Interests in Other EntitiesEntities) and IAS 27 (Investment Entities)

·                  IFRS 13, Fair Value MeasurementAmendments to IAS 32 (Offsetting Financial Assets and Financial Liabilities)

·Amendments to IAS 36 (Recoverable Amount Disclosures for Non-Financial Assets)

·IFRIC 21 (Levies)

·Amendments to IAS 19 (Defined Benefit Plans: Employee Benefits (as revised in 2011)Contributions)(1)

·Annual Improvements to the IFRS, 2010-2012 Cycle(2)

·Annual Improvements to the IFRS, 2011-2013 Cycle(1)

(1) Effective for annual periods beginning on or after July 1, 2014, with earlier application permitted.

(2) Effective for annual periods beginning on or after July 1, 2014, with limited exceptions.

 

The impact of these new standards on the applicationfinancial statements of these standardsthe Company is set out below:described as follows:

 

ImpactAmendments to IFRS 10 (Consolidated Financial Systems), IFRS 12 (Disclosure of the application of IFRS 10Interests in Other Entities) and IAS 27 (Investment Entities)

 

The Company has applied the amendments to IFRS 10, replaces the parts ofIFRS 12 and IAS 27 Consolidated and Separate Financial Statements that deal with consolidated financial statements and SIC-12 Consolidation - Special Purpose Entities.for the first time in the current year. The amendments to IFRS 10 changesdefine an investment entity and prohibit a reporting entity that meets the definition of controlan investment entity from consolidating its subsidiaries, but rather requires such that an investor has control over an investee when a) it has power over the investee; b) it is exposed, or has rights, to variable returns from its involvement with the investee and c) has the ability to use its power to affect its returns. All three of these criteria must be met for an investor to have control over an investee. Previously, control was defined as the power to govern the financial and operating policies of an entity soto instead measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements.

To qualify as to obtain benefitsan investment entity, a reporting entity is required to:

·Obtain funds from its activities. Additional guidance has been included in IFRS 10 to explain when an investor has control over an investee. Some guidance included in IFRS 10 that dealsone or more investors for the purpose of providing them with whether or not an investor that owns less than 50% of the voting rights in an investee has control over the investee is relevant to the Company.investment management services;

 

The Company’s management made an assessment as at the date·Commit to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

·Measure and evaluate performance of initial application of IFRS 10 (i.e. January 1, 2013) on its investment in sharessubstantially all of its subsidiaries asinvestments on a fair value basis.

Consequential amendments have been made to whether or notIFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities.

As the Company has control over such investments.  In accordance withis not an investment entity (assessed based on the new definition of control and the related guidancecriteria set out in IFRS 10 as of January 1, 2014), the Company has concluded that itapplication of the amendments has had control over its subsidiaries.no impact on the disclosures or the amounts recognized in the Company’s consolidated financial statements.

 

Impact of the application of IFRS 12Amendments to IAS 32 (Offsetting Financial Assets and Financial Liabilities)

 

IFRS 12 isThe Company has applied the amendments to IAS 32 for the first time in the current year. The amendments to IAS 32 clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically, the amendments clarify the meaning of “currently has a new disclosure standardlegally enforceable right of set-off” and is applicable to entities“simultaneous realization and settlement.”

As the Company does not have any financial assets and financial liabilities that have interests in subsidiaries, joint arrangements, associates and/or unconsolidated structured entities. In general,qualify for offsetting, the application of IFRS 12the amendments has resulted in more extensivehad no impact on the disclosures or on the amounts recognized in the Company’s consolidated financial statements (see Note 11).statements.

 

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Table of Contents

 

Impact of the application of IFRS 13Amendments to IAS 36 (Recoverable Amount Disclosures for Non-Financial Assets)

 

The Company has applied IFRS 13the amendments to IAS 36 for the first time in the current year. IFRS 13 establishesThe amendments to IAS 36 remove the requirement to disclose the recoverable amount of a single sourcecash-generating unit (“CGU”) to which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of guidance forimpairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value measurements andless costs of disposal.

These new disclosures about fair value measurements. The scope of IFRS 13 is broad;include the fair value measurement requirements of IFRS 13 apply to both financial instrument itemshierarchy, key assumptions and non-financial instrument items forvaluation techniques used, which other IFRSs require or permit fair value measurements and disclosures about fair value measurements, except for share-based payment transactions that are within the scope of IFRS 2 Share-based Payment, leasing transactions that are within the scope of IAS 17  Leases, and measurements that have some similarities to fair value but are not fair value (e.g. value in use for impairment assessment purposes).

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction in the principal (or most advantageous) market at the measurement date under current market conditions. Fair value under IFRS 13 is an exit price regardless of whether that price is directly observable or estimated using another valuation technique. Also, IFRS 13 includes extensive disclosure requirements.

IFRS 13 requires prospective application from January 1, 2013. In addition, specific transitional provisions were given to entities such that they need not applyline with the disclosure requirements set out in the standard in comparative information provided for periods before the initial application of the standard. In accordance with these transitional provisions, the Company has not made any new disclosures required by IFRS 13 (Fair Value Measurements).

The application of these amendments has had no material impact on the disclosures in the Company’s consolidated financial statements.

Amendments to IAS 19 (Defined Benefit Plans: Employee Contributions)

The amendments to IAS 19 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the 2012 comparativenumber of years of service provided by the employee.

For contributions that are independent of the number of years of service, the Company may either recognize the contributions as a reduction in the service cost in the period (see Note 21 forin which the 2013 disclosures). Other thanrelated service is rendered or attribute them to the additional disclosures,employees’ periods of service using the projected unit credit method. In contrast, the Company is required to attribute contributions that are dependent on the number of years of service to the employees’ periods of service. The Company does not manage contributions of the employees or third parties to the defined benefit plans. Therefore, the application of IFRS 13these amendments has not had any materialno impact on the disclosures or the amounts recognized in the consolidated financial statements.

 

Impact ofAnnual Improvements to the application of IAS 19IFRS 2010-2012 Cycle

 

InThe Annual Improvements to the current year,IFRS 2010-2012 Cycle include a number of amendments to various IFRS, which are summarized below.

The amendments to IFRS 8 (i) require an entity to disclose the Company has applied IAS 19 Employee Benefits (as revisedjudgments made by management in 2011)applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the related consequentialeconomic indicators assessed in determining whether the operating segments have “similar economic characteristics” and (ii) clarify that a reconciliation of the total of the reportable segments’ assets to the Company’s assets should only be provided if the segment assets are regularly provided to the chief operating decision maker.

The amendments for the first time.to IAS 19 (as revised16 and IAS 38 remove perceived inconsistencies in 2011) changes the accounting for defined benefit plansaccumulated depreciation/amortization when an item of property and termination benefits.equipment or an intangible asset is revalued. The most significant change relatesamended standards clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated depreciation/amortization is the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses.

The amendments to IAS 24 clarify that a management entity providing key management personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity should disclose as related party transactions the amounts incurred for the service paid or payable to the accounting for changes in defined benefit obligations and plan assets. The amendments require the recognition of changes in defined benefit obligations and in the fair value of plan assets when they occur, and hence eliminate the ‘corridor approach’ permitted under the previous version of IAS 19 and accelerate the recognition of past service costs. All actuarial gains and losses are recognized immediately through other comprehensive income in ordermanagement entity for the net pension asset or liability recognized in the consolidated statementprovision of financial position to reflect the full valuekey management personnel services. However, disclosure of the plan deficit or surplus. Furthermore, the interest cost and expected return on plan assets used in the previous versioncomponents of IAS 19 are replaced with a “net interest” amount under IAS 19 (as revised in 2011), whichsuch compensation is calculated by applying the discount rate to the net defined benefit liability or asset. In addition, IAS 19 (as revised in 2011) introduces certain changes in the presentation of the defined benefit cost including more extensive disclosures.not required.

 

Specific transitional provisions are applicable to first-timeThe application of IAS 19 (as revised in 2011).

These changes have notthese amendments had materialno significant impact on the amounts recognized in theCompany’s consolidated statements of income and other comprehensive income in prior years; therefore, the financial statements at December 31, 2012 were not restated on a retrospective basis and the adjustment was recognized in 2013.  Detail of the adjustment is provided below.statements.

Effect not recognized on the statement of financial position as of December 31, 2012 as result of the implementation of IAS 19 (Revised 2011)

Adjustment for IAS 19

Increase in labor obligations

Ps.

598

Decrease in deferred tax

(179

)

Decrease in retained earnings

Ps.

(419

)

 

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ii) Annual Improvements to the IFRS 2011-2013 Cycle

The amendments to IFRS 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.

The application of these amendments had no significant impact on the Company’s consolidated financial statements.

IFRIC 21 (Levies)

The Company has applied IFRIC 21 (Levies) for the first time in the current year. IFRIC 21 addresses the issue as to when to recognize a liability to pay a levy imposed by a government. The Interpretation defines a levy, and specifies that the obligating event that gives rise to the liability is the activity that triggers the payment of the levy, as identified by legislation. The interpretation provides guidance on how different levy arrangements should be accounted for, in particular, it clarifies that neither economic compulsion nor the going concern basis of financial statements preparation implies that an entity has a present obligation to pay a levy that will be triggered by operating in a future period.

The application of these amendments had no significant impact on the Company’s consolidated financial statements.

The Company has not applied the following new and revised IFRS that have been issued but that are not effective until January 1, 20142015 or at a later date:

 

·                  IFRS 9, Financial Instruments(1)

·IFRS 15, Revenue from Contracts with Customers(2)

·                  AmendmentsAnnual Improvements to the IFRS, 9 and IFRS 7, Mandatory Effective Date of IFRS 9 and Transition Disclosures 2012-2014 Cycle (2)(3)

·                  Amendments to IFRS 10 IFRS 12(Consolidated Financial Statements) and IAS 27 28 (Investments in Associates)(1)(4)

·                  Amendments to IAS 32, Offsetting Financial Assets16 and Financial LiabilitiesIAS 38, Clarification of Acceptable Methods of Depreciation and Amortization (1)(4)

 

1(1) Effective for annual periods beginning on or after January 1, January 2014,2018, with earlier application permitted.

2 (2) Effective for annual periods beginning on or after January 1, January 2018,2017, with earlier application permitted.
(3) Effective for annual periods beginning on or after July 1, 2016, with earlier application permitted.
(4) Effective for annual periods beginning on or after January 1, 2016, with earlier application permitted.

IFRS 9 (Financial Instruments)

IFRS 9 issued in November 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition, and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include: a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a “fair value through other comprehensive income” (“FVTOCI”) measurement category for certain simple debt instruments.

Key requirements of IFRS 9:

·All recognized financial assets that are within the scope of IAS 39 (Financial Instruments: Recognition and Measurement) are required to be subsequently measured at amortized

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cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows  that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are measured at FVTOCI. All other debt investments and equity investments are measured at their fair value at the end of subsequent accounting periods. In addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in profit or loss.

·With regard to the measurement of financial liabilities designated as at fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit or loss is presented in profit or loss.

·In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognized.

·The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an “economic relationship.” Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced.

The Company’s management anticipates that future application of IFRS 9 will not have a material impact on the reported amounts and disclosures in its the consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 until the Company undertakes a detailed review.

IFRS 15 (Revenue from Contracts with Customers)

In May 2014, IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretations when it becomes effective.

The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a five-step approach to revenue recognition:

·Step 1: Identify the contract(s) with a customer.

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·Step 2: Identify the performance obligations in the contract.

·Step 3: Determine the transaction price.

·Step 4: Allocate the transaction price to the performance obligations in the contract.

·Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation.

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e., when “control” of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.

The Company’s management anticipates that future application of IFRS 15 will not have a material impact on the reported amounts and disclosures in its the consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 15 until the Company performs a detailed review.

Annual Improvements to the IFRS, 2012-2014 Cycle

The 2012-2014 cycle of annual improvements made amendments to the following standards: IFRS 5 (Long-Lived Assets Held for Sale and Discontinued Operations) including guidance on:(i) the reclassification of an asset held for sale to held for distribution or vice versa, and (ii) the discontinuation of accounting for an asset “held for distribution”; IFRS 7 (Financial Instruments: Disclosures) clarifying (i) if a contract to provide services is continuing involvement in transferred financial assets “for purposes of transfer disclosure requirements” and (ii) the application of the amendments to IFRS 7 on disclosures of compensation to the interim condensed financial statements; IAS 19 (Employee Benefits) indicating that high-quality corporate bonds that an entity uses to estimate the discount rate for post-employment benefits must be denominated in the same currency as the benefits payable; and IAS 34 Interim Financial Reporting, clarifying the meaning of “elsewhere in the interim report” and requiring cross-references in these reports.

The Company’s management anticipates that future implementation of the annual improvements to the IFRS 2012-2014 Cycle will not have a material impact on the reported amounts and disclosures in the consolidated financial statements.

Amendments to IFRS 10 (Consolidated Financial Statements) and IAS 28 (Investments in Associates)

Amendments to IAS 28 require that gains and losses resulting from transactions between an entity and its associate or joint venture apply only to assets that do not constitute a business. Also, a new requirement has been introduced for gains or losses from downstream transactions involving assets that constitute a business between an entity and its associate or joint venture are recognized in full in the financial statements of the investor. Additionally, an entity should consider whether the assets sold and contributed in separate transactions constitute a business and should be accounted for as a single transaction.

Moreover, for consolidated financial statements, an exception was introduced in IFRS 10 so that the gain or loss resulting from the sale or contribution of a subsidiary that does not constitute a business as defined in IFRS 3 to an associate or joint venture is recognized only to the extent of unrelated investors’ interests in the associate or joint venture.

The Company’s management anticipates that future implementation of the amendments to IFRS 10 and IAS 28 will not have a material impact on the reported amounts and disclosures in the consolidated financial statements.

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Amendments to IAS 16 (Property, Plant and Equipment) and IAS 38 (Clarification of Acceptable Methods of Depreciation and Amortization)

The amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortization of an intangible asset. This presumption can only be rebutted in the following two limited circumstances:

a) when the intangible asset is expressed as a measure of revenue; or

b) when it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset are highly correlated.

Currently, the Company uses the straight-line method for depreciation and amortization for its property and equipment, and intangible assets, respectively. The Company’s management believes that the straight-line method is the most appropriate method to reflect the consumption of economic benefits inherent in the respective assets and accordingly, does not anticipate that the application of these amendments will have a material impact on the Company’s consolidated financial statements.

 

b.                            Foreign currency transactions

 

Foreign currency transactions are recorded at the exchange rate in effect at the date of the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the exchange rate prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange fluctuations are recorded in profit or loss, except for exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.

 

c.                             Cash and cash equivalents

 

Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, maturing within three months as of their acquisition date, which are subject to immaterial value change risks. Cash is stated at nominal value and cash equivalents are measured at fair value.

 

d.                   Property, leasehold improvements  and equipment, net

 

Expenditures for property and equipment acquired are carried at acquisition cost.

 

Depreciation is recognized so as to write off the cost or deemed cost of assets (other than freehold land and properties under construction). Depreciation of property, leasehold improvements and equipment is calculated using the straight-line method over the useful life of the asset, taking into consideration the related asset’s residual value. Depreciation begins in the month in which the asset is placed in service. The useful lives of assets are as follows:

 

 

 

Useful

 

 

 

lives (years)

 

 

 

 

 

Buildings

 

20

 

Machinery and equipment

 

10

 

Furniture and office equipment

 

10

 

Transportation equipment

 

4

 

Computers

 

3.3

 

 

Financing costs incurred during the construction and installation of property, leasehold improvements and equipment are capitalized.

 

The depreciation of property, leasehold improvements and equipment is recorded in results. Land is not depreciated.

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Disposal of assets

 

The gain or loss on the sale or retirement of an item of property and equipment is calculated as the difference between the proceeds from the sale and the carrying value of the asset, and is recognized in income when all risks and rewards of ownership of the asset is transferred to the buyer, which generally occurs when ownership of the asset is transferred to the buyer.

 

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Replacements or renewals of a component of property or equipment that extend the useful life of the asset, or its economic capacity are recognized as an increase to property and equipment, with the consequentsubsequent write-off or derecognition of the assets replaced or renewed.

 

Construction in progress

 

Construction in progress is carried at cost less any recognized impairment loss. Cost includes professional fees and, in the case of qualifying assets, borrowing costs capitalized in accordance with the Company’s accounting policy of the Company.policy. Such properties are transferred to the appropriate categories of property and equipment when completed and ready for intended use. The depreciation of these assets, as well as other properties, begins when the assets are ready for use.

 

Subsequent costs

 

Subsequent costs form part of the value of the asset or are recognized as a separate asset only when it is probable that such disbursement represents an increase in productivity, capacity, efficiency or an extension of the life of the asset and the cost of the item can be determined reliably. All other expenses, including repairs and maintenance are recognized in comprehensive income as incurred.

 

Assets held under finance leases are depreciated over their estimated useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the least term, assets are depreciated over the shorter of the lease term and their useful life.life.

 

e.                              Leasing

 

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

 

Operating leasing

 

As lessor

 

Rental income from operating leases is recognized in accordance withon a straight-line basis over the Note 4.q.term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized in profit using the same criteria used for the recognition of lease income.

 

As lessee

 

Any payment or collection made upon execution of an operating lease is treated as an advanced payment or collection that is recognized in results over the lease term, as the benefits of the leased asset are received or transferred.

 

The costs and expenses arising under operating leases are recognized in results using the straight line method during the term of the lease. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

 

f.                                Guarantee deposits

 

Mainly attributable to amounts received from lessees to guarantee performance under the lease. They are recorded at cost and are either returned to tenants at the end of the lease term or recognized within results if utilized by the Company.

 

In 2014, certain agreements were entered into with airlines, which established escrow deposits paid by the airlines to guarantee their obligation for payment of the amounts collected from passengers for the Airport Use Fee (Tarifa de Uso de Aeropuertos or “TUA”). If the payment obligations are not met, the

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Company may immediately exercise the guarantees and utilize the funds. The aforementioned escrow deposits are recorded at cost.

g.                             Borrowing costs

 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

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Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are recognized in profit or loss in the period in which they are incurred.

 

h.                            Investment in airport concessions

 

This item consists of the rights paid to manage, operate and, in certain cases make capital investments to thirteen13 airports based on a concession granted by the Mexican Government through the SCT,Ministry of Communications and Transportation, and to use their facilities, for a 50 year term.

 

Investment in concessions includes the rights to use airport facilities of airport concessions and improvements to concessioned assets and represents the amount granted by the SCTMinistry of Communications and Transportation to each airport concessions, plus improvements made to each individual concession since the time of grant.

 

Under all concession arrangements, (i) the grantor controls or regulates what services the Company must provide with the infrastructure, to whom it must provide them, and at what price; and (ii) the grantor controls, through ownership, any significant residual interest in the infrastructure at the end of the term of the arrangement. Accordingly, the Company classifies the assets derived from the construction, administration and operation of the service concession arrangements either as intangible assets, financial assets (accounts receivable) or a combination of both.

 

The Company classifies its concessioned assets as an intangible asset. Subsequent improvements are recognized at acquisition or construction cost.

 

An intangible asset results when the operator constructs or makes improvements and is allowed to operate the infrastructure for a fixed period after construction is complete, in which the future cash flows of the operator have not been specified, because they may vary depending on the use of the asset, and are therefore considered contingent. The cost of financing incurred during the construction period is capitalized.

 

Investments in airport concessions are amortized on a straight line basis over the term of the concession which is 50 years or from the date of capitalization of additions or improvements considering the remaining term of the concession.

 

Revenues and costs related to construction or improvements to intangible assets subject to the Company’s airport concession with the government are recognized as revenue based on the percentage of completion method associated with the related construction costs.

 

The Company recognizes and measures contractual obligations for major maintenance of the infrastructure in accordance with IAS 37, Provisions, Contingent Liabilities and Contingent Assets. The estimated major maintenance costs are based on the master develop plan (MDP). The plan is required by the Mexican Government to maintain the concession in optimal operating condition, in accordance with the obligations specified by the grantor and to ensure the delivery of the related infrastructure in good operating use at the end of the term of the concession, ensuring that no additional significant maintenance costs will arise as a result of the reversion to the grantor.

Long-term maintenance provisions are presented at present value, with adjustments included in financing costs.

i.Goodwill

Goodwill arises from business combination and is recorded as an asset at date on that control is acquired (acquisition date). Goodwill is the excess of the consideration transferred over the fair value at the acquisition date of the identifiable assets acquired and liabilities assumed.

Goodwill is not amortized and is subject to impairment tests annually. Any impairment loss for goodwill is recognized directly in profit in the consolidated statement of income and other comprehensive income. The impairment loss recognized for goodwill purposes cannot be reversed at a later period.

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Upon the disposal a subsidiary, the amount attributable to goodwill is included in determining the gain or loss on disposal.

j.                                Impairment of tangible and intangible assets excluding goodwill

 

Management periodically evaluates the impairment of long-lived assets in order to determine whether there is evidence that those assets have suffered an impairment loss. If impairment indicators exist, the recoverable amount of assets is determined, with the help of independent experts, to determine the extent of the impairment loss, if any. Management considers that GACN, together with its 13 airport subsidiaries, can be considered an “independent cash generating unit”, as all formed part of the Central-North package included in the Mexican government’sGovernment’s original bidding process. In accordance with the terms established by the Mexican government,Government, all of the Company’s 13 airports must be in operation, regardless of their individual results and are therefore evaluated for impairment on a consolidated basis. The hotel segment is evaluated separately. Considering the foregoing, the evaluation of the existence of impairment indicators was made, a result of which the Company concluded that no impairment indicators existed with respect to the airport concessions.

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Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

 

When an impairment subsequently reverses, the Company reverses a portion or all of the impairment losses recognized in prior periods. When an impairment loss is reversed, the carrying amount of the asset is increased to the revised estimated value of its recoverable amount, only to the extent that the increased carrying amount does not exceed the carrying amount that would have been calculated if no impairment loss had been initially recognized for the asset in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

 

k.j.                               Financial instruments

 

Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instruments.

 

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

 

Financial assets are classified into four categories, which in turn determine the form of recognition and valuation of financial assets and liabilities:

“Financial “Financial assets at fair value through profit or loss”, “investments held-to-maturity”, “financial assets available-for-sale” and “loans and receivables”. The classification depends on the nature and purpose of the financial assets and is determined by the administration of the CompanyCompany’s management upon initial recognition. The Company generally only has financial assets at fair value through profit or loss and loans and receivables.

 

In the consolidated statement of financial position, financial assets are classified into current and noncurrent, depending on whether their maturity is less than / than/equal to or greater than 12 months.

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Financial assets at fair value through profit or loss

 

Financial assets are classified at fair value through profit or loss when the financial asset is held for trading or it is designated fair value through results. A financial asset is classified as held for trading if:

 

·                  It has been acquired principally for the purpose of selling it in the near term; or

·                  On initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

·                  It is a derivative (except those designated as hedging instruments or that is a financial guarantee).

 

Financial assets at fair value through profit of loss are recorded at fair value, recognizing in results any gain or loss arising from their remeasurement. The gain or loss recognized in results includes any dividend or interest earned from the financial asset and is recorded in interest expense or income in the consolidated statements of income and other comprehensive income.

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Loans and receivables

 

Loans and receivables are non-derivative financial assets, that have fixed or determinable payments that are not quoted in an active market. After initial recognition, loans and receivables are measured at amortized cost using the effective interest method.

 

Amortized cost means the initial amount recognized for a financial asset or liability plus or minus the cumulative amortization using the effective interest method of any difference between the initial amount and the amount at maturity, less any reduction (directly or through a reserve) for impairment or bad debt.

 

Impairment of financial assets

 

Financial assets other than financial assets at fair value through profit or loss are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

 

For other financial assets, objective evidence of impairment could include:

 

·Significant financial difficulty of the issuer or counterparty; or

·Breach of contract, such as a default or delinquency in interest or principal payments; or

·It becoming probable that the borrower will enter into bankruptcy or financial reorganization; or

·The disappearance of an active market for that financial asset because of financial difficulties.

 

The carrying amount of the financial asset is reduced directly by the impairment loss, except for trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are recorded in results. Changes in the carrying amount of the allowance account are recognized in profit or loss.

 

If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through results to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed the amortized cost if would not have recognized the impairment.

 

Derecognition of financial assets

 

On derecognition of a financial asset in its entirety, the difference between the asset´s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that

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had been recognized in other comprehensive income and accumulated in equity is recognized in results.

 

Financial liabilities

 

Financial liabilities are classified as financial liabilities at fair value through profit or loss, or other financial liabilities based on the substance of contractual arrangements.

 

Financial liabilities at fair value through profit or loss

 

A financial liability at fair value through profit or loss is a financial liability that is classified as held for trading or designated at fair value through profit or loss.

 

A financial liability is classified as held for trading if:

 

·                  It has been acquired principally for the purpose of repurchasing it in the near term; or

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·                  On initial recognition it is part of a portfolio of identified financial instruments that are managed together for which there is evidence of a recent pattern of making short-term profits, or

·                  It is a derivative that accounting purposes does not comply with requirements to be designated as a hedging instrument.

 

A financial liability other than a financial liability held for trading may be designated as at fair value through profit or loss upon initial recognition if:

 

·                  Such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or

·                  The financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or

·                  It forms part of a contract containing one or more embedded derivatives, and IAS 39 permits the entire combined contract (asset or liability) to be designated as at fair value through profit or loss.

 

Financial liabilities at fair value through profit or loss are stated at fair value, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in results incorporates any interest paid on the financial liability and is included in effects of valuation of derivative financial instruments in the statement income and other comprehensive income.

 

Other financial liabilities

 

Other financial liabilities, including loans, bond issuances and debt with lenders and trade creditors and other payables are valued initially at fair value, represented generally by the consideration transferred, net of transaction costs, and are subsequently measured at amortized cost using the effective interest method.

 

Derecognition of financial liabilities

 

The Company derecognizes financial liabilities when, and only when, the obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the consideration paid and payable is recognized in results.

 

Effective interest method

 

The effective interest method is a method of calculating the amortized cost of a financial asset or liability and of allocating interest income or cost over the relevant period. The effective interest rate is the rate that exactly discounts future cash receivable or payable (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or (where appropriate) a shorter period, to the carrying amount of the financial asset or liability on its initial recognition. When calculating the effective interest rate, all cash flows must be estimated (for example, prepayment, call

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options “call” and the like) except for future credit losses. The calculation must include all commissions and payments or receipts between the parties to the financial instrument, including other premiums or discounts.

 

Offsetting of financial assets and liabilities

 

Offsetting of financial assets and liabilities in the consolidated statement of financial position only occurs for accounts receivable and payable arising in transactions that contractually, or by law, have established a right of setoff and for which the Company has the intention to pay a net amount or to realize the asset and pay the liability simultaneously.

 

l.k.                            Risk management policy

 

The Company is exposed to risks that are managed through the implementation of systems and processes related to identification, measurement, limitation of concentration, and supervision. The

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basic principles defined by the Company in the establishment of its risk management policy are the following:

 

·                  Compliance with Corporate Governance StandardsStandards.

·                  Establishment, by each different business line and subsidiary, of risk management controls necessary to ensure that market transactions are conducted in accordance with the policies, rules and procedures of the CompanyCompany.

·                  Special attention to financial risk management, basically composed by interest rate, exchange rate, liquidity and credit risks (see Note 21).

 

Risk management in the Company is mainly preventive and oriented to medium- and long-term, risks taking into consideration the most probable scenarios of evolution of the variables affecting each risk.

 

m.l.                                Provisions

 

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, when it is probable that the Company will be required to settle the obligation, and when a reliable estimate can be made of the amount of the obligation.

 

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties associated with the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

 

The main provision recognized by the Company is for major maintenance for its concessionconcessioned assets, which is classified as current or noncurrent based on the estimated time period over which it expects to settle the obligation.

 

Major maintenance provisions

 

The Company is required to perform major maintenance activities to its airports as established by the concession provided by the Mexican government,Government, in order to preserve the infrastructure in optimal working condition. The estimated major maintenance costs are considered in the Company’s master develop plan (MDP),development program, which is reviewed and updated every five years. Accordingly, the Company records a provision for its estimated maintenance costs, as usage of concessionconcessioned assets occur each year, based on the time from when the infrastructure under concession becomes available for use and through the date on which the maintenance and/or repair work is performed. Such contractual obligations to maintain and restore the infrastructure of the Company’s airports is recognized as a provision in the consolidated statements of financial position based on an estimate of the expenditure that would be required to settle the present obligation at the end of the reporting period. When the effect of the time value of money is material, the amount of the provision equals the present value of the expenditures expected to be required to settle the obligation. Where discounting is used, the carrying amount of the provision increases each period to reflect the passage of time and this increase is recognized as a borrowing cost.an expense. After initial recognition, provisions are reviewed at the end of each reporting period and adjusted to reflect current best estimates. Adjustments to provisions arise from three sources: (i) revisions to estimated cash flows (both in amount and timing); (ii) changes to present

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value due to the passage of time; and (iii) revisions of discount rates to reflect prevailing current market conditions. In periods following the initial recognition and measurement of the maintenance provision at its present value, the provision is revised to reflect estimated cash flows being closer to the measurement date. The Company’s major maintenance provisions increase over time as it incurs its obligation to restore the infrastructure of its airports, which deteriorate based on usage. At any reporting date, the best estimate of the expenditure required to settle the obligation in the future is proportional to the usage of the Company’s airport infrastructure, for example the number of airplanes that have used its airports’ runways. The unwinding of the discount relating to the passage of time is recognized as a financing cost and the revision of estimates of the amount and timing of cash flows is a reassessmentremeasurement of the provision and charged or credited as an operating item within the consolidated statements of income and other comprehensive income.

 

Contingencies and guarantees F-20



– Include provisions to cover the obligations arising from contractual and legal commitments, which mainly relate to certain construction contracts associated with the concession.Table of Contents

 

n.m.                        Reserve for repurchase of shares

 

The Company records a reserve for the repurchase of shares from amounts appropriated from retained earnings, to strengthen the supply and demand of its shares in the stock market, as permitted by Mexican Securities Law. The shareholders authorize the maximum disbursement for the repurchase of shares.

 

Purchases and sales of treasury shares are recorded decreasing or increasing stockholders’shareholders’ equity of the Company through the capitalcommon stock and through the reserve for the repurchase of shares account, based on the cost of reacquisition and replacement of such shares. Any gain or loss generated on the purchase or sale of the Company’s shares is recorded within the reserve account. Gains or losses arising from the purchase, sale, issue or cancellation of the Company’s equity instruments of the Company are not recognized in results.

 

o.n.                            Income taxes

 

Income tax expense represents the sum of the tax currently payable and deferred tax. TheCurrent tax currently payable is determined based on taxable profit, for the year and is the greater of regular income tax (“ISR”) or, through December 31, 2013, the Business Flat Tax (“IETU”). Taxable profitwhich differs from profit as reported in the consolidated statement of income and other comprehensive income because of items of income or expense that are taxable or deductible in periods different from when they are recognized in accounting profit. Through December 31, 2013, the Business Flat Tax (Impuesto Empresarial a la Tasa Única or “IETU”) was effective, which was calculated based on cash flows, considering revenues generated less authorized deductions.  Through December 31, 2013, income tax was the greater of the regular income tax (Impuesto Sobre la Renta or “ISR”) and IETU.  As a consequence of the 2014 Fiscal Reform, the IETU law was eliminated and as a consequence, all deferred IETU amounts recorded in the Company’s financial statements were eliminated.

 

Deferred income taxes are recognized for the applicable temporary differences resulting from comparing the accounting and tax values of assets and liabilities plus any future benefits from tax loss carryforwards. Except as mentioned in the following paragraph, deferred tax liabilities are recognized for all taxable temporary differences and deferred tax assets are recognized for all deductible temporary differences and the expected benefit of tax losses. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. As a consequence of the 2014 Fiscal Reform, all deferred IETU was eliminated.

 

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

 

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the

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Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities. The Company determined recoverability of its deferred tax assets for each subsidiary based on its projections of future taxable income, which include the MPDmaster development program and the maximum rates for the period 2011-2015 approved by the SCT.Ministry of Communications and Transportation.

 

Current and deferred taxes are recognized as income or expense in profit or loss, except when they relate to items recognized outside of profit or loss, as in the case of items of other comprehensive income, or other stockholders’shareholders’ equity items, in which case the tax is recognized in other comprehensive income as part of the equity item involved.

 

In addition, deferred tax liabilities are not recognized if the temporary difference arises from the initial recognition of goodwill.

Assets and deferred tax liabilities are offset when exists a legal right to offset assets with liabilities exists and when they relate to income taxes relating to the same tax authorities and the Company intends to liquidate its assets and liabilities on a net basis.

 

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o.                            Employee benefitsBenefits from retirement and termination and statutory employee profit sharing

 

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions.

Certain subsidiaries are subject to payment of statutory employee profit sharing, which it is determined based on the Income Tax Law, and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

 

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income may be reclassified directly to retained earnings but will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

 

·                  Service cost (including current service cost, past service cost, as well as gains and losses on  curtailments and settlements)

·                  Net interest expense or income

·                  Remeasurement

 

The Company presents the first two components of defined benefit costs in the consolidated statements of income and other comprehensive income in the line items cost of services and administrative expenses. Curtailment gains and losses are accounted for as past service costs.

 

The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

 

A liability for a termination benefit is recognized at the earlier of when the entityCompany can no longer withdraw the offer of the termination benefit and when the entityCompany recognizes any related restructuring costs.

 

q.Short-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Certain subsidiaries are subject to payment of statutory employee profit sharing, which is determined based on the Income Tax Law, and is recorded in the results of the year in which it is incurred and presented under cost and administrative expenses in the consolidated statements of income and other comprehensive income.

p.                            Revenue recognition

 

Revenues are recognized when it is likely that the Company will receive the economic benefits associated with the transaction. Revenue is measured at the fair value of the consideration received or

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receivable and represents the amounts receivable for goods and services provided in the normal course of activities. Revenue is reduced for discounts and incentives provided to customers as well as other similar allowances.

 

Revenues are mainly generated from the delivery of aeronautical and non-aeronautical services.

 

Aeronautical services

 

Consist mainly of revenues generated from activities related to services provided to airlines and passengers. These revenues are subject to a system of prices regulated by the SCT,Ministry of Communications and Transportation, which establishes a maximum rate for such aeronautical and complementary services provided at each airport. Such revenues are recognized when the related services are rendered.

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Table of Contents

 

With the objective of increasing demand for aeronautical traffic at its airports, the Company implemented an incentive program to its airline customers linked to an increase in airline traffic and the opening of new routes, which is subject to certain restrictions. These incentives are recorded as a reduction of revenues over the period they are provided to clients (see Note 27).

 

Non-aeronautical services

 

Consist mainly of the leasing of commercial spaces in airport terminals, revenues from the operation of parking lots, advertising, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the National Consumer Price Index (NCPI)(“NCPI”)) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher. The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

 

Contingent rentals received from the percentage of monthly sales from the Company’s leases are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

 

Leasing revenues

 

The Company’s policy for recognition of revenue from operating leases is described in subparagraph e) of this note (the Company as lessor).

 

Hotel services

 

Revenues are recognized when the services are rendered.

 

Construction services and costs of improvements to concessionconcessioned assets

 

Under IFRS Interpretations Committee (“IFRIC”) Interpretation 12 (“IFRIC 12”)(IFRIC 12), Service Concession Arrangements, the Company recognizes revenues and costs for improvements to the airport concession according to the percentage of completion method derived from the improvements made to the airports and that are included in the MDP.master development program. Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government, as the Company constructs or improves the airports based on the MDP,master development program, and the government grants the Company the right to obtain revenues from the airport services rendered in return for those construction services. The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the MDP,master development program, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent, because the Company does not obtain any profit margin for the construction, and the costs incurred are paid at market prices.

 

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r.q.                            Basic and diluted earnings per share

 

Basic earnings per share are computed by dividing net income of the controlling interest by the weighted average number of common shares outstanding during the year. The Company does not have potentially dilutive shares.

 

5.                            Critical accounting judgments and key sources of estimation uncertainty

 

In the application ofapplying the Company’s accounting policies, which are described in Note 4, the Company’s management is required to makemakes judgments, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources.in the consolidated financial statements. The estimates and associatedunderlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimatesEstimates and underlying assumptions are reviewed on an ongoing basis. RevisionsAdjustments to accounting estimates are recognized in the period in which the estimateadjustment is revised if the revision affects only that period or in the period of the revisionmade and future periods if the revisionchange affects both the current period and futureto subsequent periods.

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a.                          Critical judgments in applying accounting policiesjudgments

 

The following are the criticalCritical judgments, apart fromother than those involving estimations (see paragraph b), performedmade by management throughout the process of applying the Company’s accounting policies of the Company and that have the most significanta material effect on the amounts recognized in the consolidated financial statements.statements, are presented below.

 

·                        UntilAs of December 31, 2012, for the determination ofin order to assess and determine deferred taxes, the Company conducted calculations which involvedcreated projections ofinvolving future taxable income for the period overduring which the deferred taxes willwould reverse in order to establish whether it was expectedto expect to pay IETU or ISR induring those years for purposesyears. The Company identified the subsidiaries subject to ISR and those subject to IETU. As of determiningDecember 31, 2013, IETU was eliminated by the basisrepeal of the IETU law; therefore, deferred income tax.tax is recognized based only on ISR.

 

·                        The evaluationEvaluation of the existence of control inon investments in subsidiaries (see Note 11).

 

·                        Defined benefit obligations to the Company’s employees are discounted at a rate referencedset by reference to market rates at the end of the reference period of Mexican government bonds. JudgmentAn assessment is applied in determiningrequired to establish the criteria offor the bonds to be included in the population of government bonds from which to determine the discount rate.yield curve is derived.

 

·                        The Company is subject to transactions or contingent events over which it applies professional judgment is exercised in developing estimates ofto determine the probability of occurrence of probable outflows associated with adverse outcomes.  The factorsoccurrence. Factors considered in these estimatesthis determination are the legal meritssituation as of the case, as substantiated bydate on which the estimation is made and the opinion of the Company’s legal advisors.

 

b.                          Key sources of estimation uncertainty

 

The following are the keyBasic assumptions concerning the future and other key sources of estimation uncertainty in the estimates made at the end of the reporting period, that have a significant risk of causing a material adjustmentsignificant adjustments to the carrying amounts of assets and liabilities within the following financial year:year are as follows:

 

·                        In order to estimateTo determine the estimation of doubtful accounts, receivable, among other elements, the Company considers thedetermines, among others, customer credit risk derivedarising from the customer’sits financial position and any significant collectionconsiderable delays based on historical experience (seein collections according to the terms agreed upon with customers. (See Note 7).

 

·                        The Company’s long-lived intangible assets of the Company correspond to concessions granted by the Mexican Government.Government and properties, leasehold improvements and equipment. The Company reviews and determines the possibilitycarrying amounts of its long-lived assets to determine whether there are indications of impairment. In its analysis of impairment to intangible assets.indicators, the Company identified indicators of a potential impairment in the Terminal 2 NH Hotel investment. After the analysis, the Company determined that the Terminal 2 NH Hotel was not impaired and therefore did not record any impairment loss during the period (see Note 9).

 

·                        The CompanyCompany’s management reviews the estimated useful lives and residual values of property, leasehold improvements and equipment at the end of each annual period. Based on detailed analyses, the detailed analysis, CompanyCompany’s management makes modifications incould modify the useful liveslife of certain assets of property, leasehold improvements and equipment. The leveldegree of uncertainty associated with estimates of useful lives is related to market changes, use of assets and technological development.

 

F-21·Valuations for determining the recoverability of deferred tax assets and asset tax (Impuesto al Activo, or “IMPAC”) recoverable.

·The Company’s management determines and recognizes, based on estimates, the major maintenance provision as per concession contracts with the Mexican Government to maintain and restore the airports’ infrastructure, which affects the results of periods ranging from the moment concession infrastructure becomes available for use through the date on which the maintenance and/or repair works are performed. The Company also calculates the appropriate discount rate for determining the present value of expected expenses that are required to meet its obligations.

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Table of Contents

associated with estimates of useful lives is related to changes in market conditions in which the tangible assets are used as of a result in changes in demand, prices, or traffic volumes.

·Management prepares estimates to determine and recognize the provision necessary for the maintenance and repair of concessioned assets, which affects the results of the periods in which the infrastructure under concession becomes available for use and through the date on which the maintenance and/or repair work is performed.  Estimates are also determined with respect to the calculation of the present value of the long-term maintenance provision and the related discount rate (see Note 16).

·Estimates are utilized in determining future projections of taxable income for purposes of the evaluation of the recoverability of deferred income tax assets and tax on assets (IMPAC) (see Note 19).

·Estimates are determined with respect to the inputs used for actuarial calculations related to the Company’s employee benefit plans (see Note 17).

 

Although these estimates were made based on the best information available atas of December 31, 2013,2014, it is possible that events may take place in the future that will require their modification (increasesthe Company to modify (increase or decreases)decrease) the amounts in subsequentthe coming years, which in such modificationcase would be made prospectivelyapplicable on a prospective basis by recognizing the effects of changes in estimates in the Company’scorresponding consolidated financial statements.

 

6.                            Cash and cash equivalents

 

Cash and cash equivalents at each period end as shown in the statement of financial position and statement of cash flows are composed as follows:

 

December 31,

 

 

December 31,

 

 

2014

 

2013

 

 

2013

 

2012

 

 

 

 

 

 

Cash

 

Ps.

88,606

 

Ps.

42,788

 

 

Ps.

 149,431

 

Ps.

 88,606

 

Cash equivalents:

 

 

 

 

 

 

 

 

 

 

Bank paper

 

1,043,953

 

841,099

 

Bank notes

 

1,470,812

 

1,043,953

 

Commercial paper

 

315,695

 

224,606

 

 

704,648

 

315,695

 

Investment in market funds

 

85,752

 

43,940

 

Money market investment funds

 

483,258

 

85,752

 

 

 

 

 

 

 

 

 

 

 

Total cash and equivalents

 

Ps.

1,534,006

 

Ps.

1,152,433

 

 

Ps.

 2,808,149

 

Ps.

 1,534,006

 

 

7.                            CustomersAccounts receivable

 

a.                            At December 31, 2013 and 2012, theThe balance of customersaccounts receivable is as follows:

 

 

December 31,

 

 

December 31,

 

 

2013

 

2012

 

 

2014

 

2013

 

Customers

 

Ps.

489,921

 

Ps.

477,812

 

 

 

 

 

 

Receivables

 

Ps.

 504,469

 

Ps.

 489,921

 

Allowance for doubtful accounts

 

(185,152

)

(190,004

)

 

(184,579

)

(185,152

)

 

 

 

 

 

 

 

 

 

 

 

Ps.

304,769

 

Ps.

287,808

 

 

Ps.

 319,890

 

Ps.

 304,769

 

 

Customer receivablesAccounts receivable disclosed above are classified as loans and receivables and are therefore measured at amortized cost.

 

Customers representsAccounts receivable represent principally the passenger charges (“TUA” for is acronym in Spanish)(TUA) paid by each passenger (other than diplomats, infants, and transit passengers) using the airports operated by the Company. These are collected by airlines and subsequently deliveredpaid to the Company. As of December 31, 20132014 and 2012,2013, amounts receivable for passenger charges amounted to Ps.356,093Ps. 314,521 and Ps.350,165,Ps. 356,093, respectively.

 

The Company’s Managementmanagement considers that the carrying amount of accounts receivable representsreflects its fair value. ThereNo interest income is no interest charged on current accountsgenerated by any short-term account receivable. AtAs of December 31, 2014 and 2013, and 2012, the Company recognized anbalance of the allowance for doubtful accounts of Ps.185,152was Ps. 184,579 and Ps. 190,004,

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185,152, respectively, determined based on the experience of counterparty default history and an analysis of their current financial position.situation of the counterparties, of which approximately Ps. 145,845 related to Grupo Mexicana de Aviación (see Note 21d).

 

The management of accounts receivable and the determination of the need for a reservean allowance for doubtful accounts are carried out by each individual entity that forms part of the consolidated financial statements, as each entity has more thorough knowledge of the financial situation and relationship with each of its customers. However, in each of the Company’s lines of business, certain guidelines exist regarding specific characteristics that each customer must possesspossesses depending on the nature of the line of business.

 

Accounts receivable to customers include amounts that are past due at the end of the reporting period (see analysis below for aging), but for which the Company has not recognized any allowance for bad debtsdoubtful accounts since there has been no significant change in credit quality and the amounts are still considered recoverable. The Company does not maintain any collateral or other credit enhancement on those balances, nor does it have the legal rightcancellation of offset against any amount owed bydoubtful accounts is executed once the Company tohas exhausted all means for collection of the counterparty.account. Usually, the cancellation is executed when a judge determines the unlikelihood of payment.

 

Following isThe following tables set forth a percentage of the mainprincipal customers that compose the accounts receivable (before allowance for doubtful accounts) as well as the revenues generated by significantfrom the

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Company’s principal customers, which may represent a potential concentration of credit risk for the Company if the counterparty had financial and operating difficulties that would prevent them from being able to settle amounts due to the Company.

 

 

December 31,

 

 

December 31,

 

 

2013

 

2012

 

 

2014

 

2013

 

Accounts receivable:

 

%

 

%

 

 

%

 

%

 

Aeroenlaces Nacionales, S. A. de C. V.

 

15.02

 

9.94

 

ABC Aerolíneas, S. A. de C. V.

 

9.97

 

1.51

 

Aerolitoral, S. A. de C. V.

 

16.44

 

13.84

 

 

7.80

 

16.44

 

Compañía Mexicana de Aviación, S.A. de C.V., Aerovías Caribe, S.A. de C.V. and Mexicana Inter, S.A. de C.V. (1)

 

29.8

 

30.53

 

Aerovías de Mexico, S. A. de C. V.

 

9.74

 

7.33

 

Compañía Mexicana de Aviación, S. A. de C. V., Aerovías Caribe, S. A. de C. V. y Mexicana Inter, S. A. de C. V.(1)

 

28.86

 

29.80

 

Aerovías de México, S. A. de C.V.

 

3.01

 

9.74

 

 

(1)       AtAs of December 31, 20132014 and 2012,2013, the balance owed from this client was fully reserved, in an amount of $145,880.Ps.145,845.

 

 

Year ended December 31,

 

 

Year ended December 31,

 

 

2013

 

2012

 

 

2014

 

2013

 

2012

 

Revenues by client:

 

%

 

%

 

 

%

 

%

 

%

 

Aerolitoral, S. A. de C. V.

 

15.05

 

14.70

 

 

14.62

 

15.05

 

14.70

 

Concesionaria Vuela Compañía de Aviación, S. A. P. I. de C. V.

 

8.48

 

6.47

 

6.02

 

Aerovías de México, S. A. de C. V.

 

6.17

 

9.66

 

9.45

 

Aeroenlaces Nacionales, S. A. de C. V.

 

13.40

 

13.59

 

 

14.47

 

13.40

 

13.59

 

ABC Aerolíneas, S. A. de C. V.

 

12.31

 

12.43

 

 

13.50

 

12.31

 

12.43

 

Aerovías de Mexico, S. A. de C. V.

 

9.66

 

9.45

 

Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.

 

6.47

 

6.02

 

 

b.                            The changes in the allowance for doubtful accounts are as follows:

 

 

December 31,

 

 

December 31,

 

 

2014

 

 

2013

 

 

2012

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

Beginning balance

 

Ps.

190,004

 

Ps.

227,216

 

Ps.

216,545

 

 

Ps.

185,152

 

 

Ps.

190,004

 

 

Ps.

227,216

 

Charged or credits to cost of services during the year

 

(3,727

)

(6,689

)

10,905

 

Application of the reserve for uncollected accounts

 

(1,125

)

(30,523

)

(234

)

Net increase (decrease)

 

1,296

 

 

(3,727

)

 

(6,689

)

 

Write-off

 

(1,869

)

 

(1,125

)

 

(30,523

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

Ps.

185,152

 

Ps.

190,004

 

Ps.

227,216

 

 

Ps.

184,579

 

 

Ps.

185,152

 

 

Ps.

190,004

 

 

F-23c.Aging of trade accounts receivable past due but not reserved:

 

 

December 31,

 

Due:

 

2014

 

2013

 

1-120 days

 

Ps.

 30,488

 

Ps.

 34,844

 

121-360 days

 

15,991

 

14,572

 

 

 

 

 

 

 

Total

 

Ps.

 46,479

 

Ps.

 49,416

 

8.Other accounts receivable and prepaid expenses

Other accounts receivable and prepaid expenses are comprised as follows:

 

 

December 31,

 

 

 

2014

 

2013

 

Prepaid expenses

 

Ps.

83,675

 

Ps.

51,151

 

Insurance recovery

 

-

 

31,932

 

Guarantee deposits

 

6,456

 

6,472

 

Others

 

8,262

 

5,208

 

 

 

 

 

 

 

 

 

Ps.

98,393

 

Ps.

 94,763

 

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Table of Contents

 

c.Aging of trade accountants receivable past due but not impaired:

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

1-120 days

 

Ps.

34,844

 

Ps.

53,594

 

121- 360 days

 

14,572

 

34,854

 

 

 

 

 

 

 

Total

 

Ps.

49,416

 

Ps.

88,448

 

8.Other current assets and prepaid expenses

Other current assets is comprised as follows:

 

 

December 31,

 

 

 

2013

 

2012

 

Prepaid expenses

 

Ps.

6,526

 

Ps.

7,223

 

Advances to contractors

 

50,033

 

19,557

 

Advances to suppliers

 

26,593

 

12,892

 

Insurance recovery

 

31,932

 

-

 

Guarantee deposits

 

6,472

 

6,091

 

Others

 

5,208

 

7,464

 

 

 

Ps.

126,764

 

Ps.

53,227

 

9.                            Property, leasehold improvements and equipment net

 

Property, leasehold improvements and equipment consistare as follows:

 

 

December 31,

 

  Net carrying value:

 

2014

 

2013

 

Land (Note 10)

 

Ps.

1,715,636

 

Ps.

1,715,636

 

Leasehold improvements

 

255,239

 

261,469

 

Furniture and office equipment

 

149,717

 

82,208

 

Machinery and equipment

 

62,563

 

63,310

 

Transportation equipment

 

12,489

 

14,331

 

Computer equipment

 

9,999

 

10,067

 

Construction in progress for leasehold improvements

 

78,671

 

18,745

 

 

 

 

 

 

 

 

 

Ps.

2,284,314

 

Ps.

2,165,766

 

Cost

 

Land

 

Leasehold
improvements

 

Machinery and
equipment

 

Furniture and
office equipment

 

Transportation
equipment

 

Computer
equipment

 

Construction in-
progress of
leasehold
improvements

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances as of January 1, 2013

 

Ps.

1,747,416

 

Ps.

324,414

 

Ps.

46,627

 

Ps.

119,017

 

Ps.

20,542

 

Ps.

42,694

 

Ps.

-

 

Ps.

2,300,710

 

Acquisitions

 

-

 

3,551

 

44,879

 

15,113

 

4,455

 

5,040

 

18,745

 

91,783

 

Disposals

 

(31,780

)

 

 

-

 

(732

)

(326

)

 

(32,838

)

Others

 

-

 

-

 

(569

)

(8,365

)

-

 

(2,291

)

-

 

(11,225

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2013

 

1,715,636

 

327,965

 

90,937

 

125,765

 

24,265

 

45,117

 

18,745

 

2,348,430

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

-

 

37,557

 

11,785

 

4,186

 

5,765

 

70,354

 

129,647

 

Disposals

 

 

 

 

-

 

-

 

(408

)

(40

)

 

(448

)

Transfers

 

 

 

10,428

 

51,203

 

-

 

-

 

-

 

(10,428

)

51,203

 

Others

 

-

 

-

 

 

 

(3,793

)

-

 

(361

)

-

 

(4,154

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

 

Ps.

1,715,636

 

Ps.

 338,393

 

Ps.

179,697

 

Ps.

133,757

 

Ps.

28,043

 

Ps.

50,481

 

Ps.

78,671

 

Ps.

2,524,678

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated
depreciation

 

Land

 

Leasehold
improvements

 

Machinery and
equipment

 

Furniture and
office equipment

 

Transportation
equipment

 

Computer
equipment

 

Construction in-
progress of
leasehold
improvements

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2013

 

Ps.

 

Ps.

(50,216

)

Ps.

(3,817

)

Ps.

(59,433

)

Ps.

(5,451

)

Ps.

(31,466

)

Ps.

 

Ps.

(150,383

)

Disposals

 

-

 

-

 

-

 

-

 

500

 

293

 

-

 

793

 

Depreciation expense

 

-

 

(16,280

)

(4,912

)

(10,768

)

(4,983

)

(6,165

)

-

 

(43,108

)

Others

 

-

 

-

 

-

 

7,746

 

-

 

2,288

 

-

 

10,034

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2013

 

-

 

(66,496

)

(8,729

)

(62,455

)

(9,934

)

(35,050

)

-

 

(182,664

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposals

 

-

 

-

 

-

 

-

 

359

 

39

 

-

 

398

 

Depreciation expense

 

-

 

(16,658

)

(21,171

)

(12,102

)

(5,715

)

(5,825

)

-

 

(61,471

)

Others

 

-

 

-

 

(80

)

3,363

 

(264

)

354

 

-

 

3,373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2014

 

Ps.

-

 

Ps.

(83,154

)

Ps.

(29,980

)

Ps.

(71,194

)

Ps.

(15,554

)

Ps.

(40,482

)

Ps.

-

 

Ps.

(240,364

)

Operation of the following:Terminal 2 NH Hotel: The recoverable amount of the CGU is determined by calculating its value in use, which requires cash flow projections based on financial budgets approved by the Company’s management for the remainder of the lease period, within which, for a period of six years, occupancy levels are projected as 81%, according to current trends in occupancy levels. Then, for the years 2021 and 2022, the consideration of a potential stoppage in operations of the Mexico City airport results in an estimated decrease in occupancy levels to 52%. For the remaining periods, the Company’s management extrapolated cash flows using a rate comparable to that of its competitors in the market with similar levels of infrastructure and expertise, which was 64%. Management estimates that a reduction in the occupancy rate from 81% to 64%, growth levels in revenues based on expected inflation in Mexico and the use of a discount rate before taxes of 15.05%  would not significantly affect the value in use, such that it would continue to exceed the carrying amount of the CGU as of December 31, 2014. Management believes that any reasonably possible change in

 

 

December 31,

 

 

 

2013

 

2012

 

Cost :

 

 

 

 

 

Land (see Note 10)

 

Ps.

1,715,636

 

Ps.

1,747,416

 

Buildings

 

261,469

 

274,198

 

Machinery and equipment

 

82,208

 

42,810

 

Furniture and office equipment

 

63,310

 

59,584

 

Transportation equipment

 

14,331

 

15,091

 

Computers

 

10,067

 

11,228

 

Construction in-process

 

18,745

 

-

 

 

 

Ps.

2,165,766

 

Ps.

2,150,327

 

 

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Table of Contents

Cost

 

Land

 

Buildings

 

Machinery and
equipment

 

Furniture and
office equipment

 

Transportation
equipment

 

Computers

 

Construction in-
process

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at January 1, 2012

 

Ps.

1,747,038

 

Ps.

324,414

 

Ps.

12,935

 

Ps.

105,136

 

Ps.

11,904

 

Ps.

33,914

 

Ps.

-

 

Ps.

2,235,341

 

Additions

 

378

 

-

 

33,692

 

14,611

 

10,083

 

9,128

 

-

 

67,892

 

Disposals

 

-

 

-

 

-

 

(4

)

(1,445

)

(180

)

-

 

(1,629

)

Others

 

-

 

-

 

-

 

(726

)

-

 

(168

)

-

 

(894

)

Balance at December 31, 2012

 

1,747,416

 

324,414

 

46,627

 

119,017

 

20,542

 

42,694

 

-

 

2,300,710

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additions

 

-

 

3,551

 

44,879

 

15,113

 

4,455

 

5,040

 

18,745

 

91,783

 

Disposals

 

(31,780

)

-

 

-

 

-

 

(732

)

(326

)

-

 

(32,838

)

Others

 

-

 

-

 

(569

)

(8,365

)

-

 

(2,291

)

-

 

(11,225

)

Balance at December 31, 2013

 

Ps.

1,715,636

 

Ps.

327,965

 

Ps.

90,937

 

Ps.

125,765

 

Ps.

24,265

 

Ps.

45,117

 

Ps.

18,745

 

Ps.

2,348,430

 

the key assumptions in which recoverable amount is based would not cause the carrying value of the investment in Terminal 2 NH Hotel to exceed its recoverable amount.

Accumulated
depreciation

 

Land

 

Buildings

 

Machinery and
equipment

 

Furniture and
office equipment

 

Transportation
equipment

 

Computers

 

Construction in-
process

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balances at January 1, 2012

 

Ps.

-

 

Ps.

(34,040

)

Ps.

(1,815

)

Ps.

(49,961

)

Ps.

(4,497

)

Ps.

(26,578

)

Ps.

-

 

Ps.

(116,891

)

Disposals

 

-

 

-

 

-

 

(99

)

1,682

 

46

 

-

 

1,629

 

Depreciation expense

 

-

 

(16,176

)

(2,002

)

(10,020

)

(2,636

)

(5,086

)

-

 

(35,920

)

Others

 

-

 

-

 

-

 

647

 

-

 

152

 

-

 

799

 

Balance at December 31, 2012

 

-

 

(50,216

)

(3,817

)

(59,433

)

(5,451

)

(31,466

)

-

 

(150,383

)

Disposals

 

-

 

-

 

-

 

-

 

500

 

293

 

-

 

793

 

Depreciation expense

 

-

 

(16,280

)

(4,912

)

(10,768

)

(4,983

)

(6,165

)

-

 

(43,108

)

Others

 

-

 

-

 

-

 

7,746

 

-

 

2,288

 

-

 

10,034

 

Balance at December 31, 2013

 

Ps.

-

 

Ps.

(66,496

)

Ps.

(8,729

)

Ps.

(62,455

)

Ps.

(9,934

)

Ps.

(35,050

)

Ps.

-

 

Ps.

(182,664

)

 

10.                     Investment in airport concessions

 

The Company has concessions to operate, maintain and develop 13 airports in Mexico, which are concentrated in central and northern regions of the country. Each concession is for 50 years from November 1, 1998. The term of each of the Company’s concessions may be extended by the SCTMinistry of Communications and Transportation under certain circumstances for a period not exceeding 50 years. As operators of thirteen13 airports the Company earns revenues from airlines, passengers, and other users for using the airport facilities. The Company also earns revenues for commercial activities carried out at the airports, such as leasing of space to restaurants and other shops.

 

Each airport concession agreement contains the following terms and basic conditions:

 

a.                  The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements or maintenance of the related facilities in accordance with its five year period MDP,master development program, and to provide airport, complementary and commercial services.

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Table of Contents

 

b.                  The concessionaire will use the airport facilities only for the purposes specified in the concession agreement, will provide services in conformity with the law and applicable regulations and will be subject to inspections by the SCT.Ministry of Communications and Transportation.

 

c.                   The concessionaire must pay a concession tax for the right to use airport facilities (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

 

d.                  The Mexican Airport and Auxiliary Services agency (Aeropuertos y Servicios Auxiliares (ASA)) has the exclusive right to supply fuel at the concessionaire’s airports.

 

e.                   The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports.

 

f.                    The concession may be revoked if the concessionaire breaches any of its obligations established in the concession title, as established in Article 26 and 27 of the Airports Law and in the concession title. The breach of certain concession terms may be cause for revocation if the SCTMinistry of Communications and Transportation has applied sanctions in three different instances with respect to the same concession term.

 

g.The SCT may modify concession terms and conditions that regulatehave been met in all material respects during the Company’s operations.years ended December 31, 2014 and 2013.

 

Investment in airport concessions include: improvements in concessioned assets, rights to use airport facilities, and airport concessions. The total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the fair value of the assets determined by an independent appraiser. At any airport concession where the cost exceeded the fair value, the excess was recognized within the airport concessions line item.

 

As of December 31, 2014 and 2013, and 2012, the net carrying amountsvalue of the airport concessions, the rightrights to use airport facilities, airport concessions and improvements onto concessioned assets (investments in airport concessions) classified as intangible assets are as follows:

 

 

 

December 31,

 

 

 

2013

 

2012

 

Projects completed and in operation:

 

 

 

 

 

Airport concessions

 

Ps.

605,643

 

Ps.

605,643

 

Right to use airport facilities

 

3,356,761

 

3,356,761

 

Improvements in concessioned assets

 

3,595,710

 

3,291,983

 

Accumulated amortization

 

(1,466,068

)

(1,311,398

)

 

 

 

 

 

 

 

 

Ps.

6,092,046

 

Ps.

5,942,989

 

The changes in investment in concessions were as follows:

 

 

December 31,

 

 

 

2013

 

2012

 

Investment in airport concessions

 

 

 

 

 

Beginning balance

 

Ps.

7,254,387

 

Ps.

6,932,669

 

Improvements to concessioned assets

 

352,688

 

321,718

 

Decrease

 

(48,961

)

 

Ending balance

 

7,558,114

 

7,254,387

 

 

 

 

 

 

 

Amortization of airport concessions:

 

 

 

 

 

Beginning balance

 

(1,311,398

)

(1,162,980

)

Improvements to concessioned assets

 

(157,225

)

(148,418

)

Decrease

 

2,555

 

 

Ending balance

 

(1,466,068

)

(1,311,398

)

 

 

 

 

 

 

Net investment in airport concessions

 

Ps.

6,092,046

 

Ps.

5,942,989

 

 

 

December 31,

 

 

 

2014

 

 

2013

 

Projects completed and in operation:

 

 

 

 

 

 

Airport concessions

 

Ps.

605,643

 

 

Ps.

605,643

 

Rights to use airport facilities

 

3,356,762

 

 

3,356,761

 

Improvements in concessioned assets (see Note 51)

 

3,844,823

 

 

3,595,710

 

Accumulated amortization

 

(1,626,951

)

 

(1,466,068

)

 

 

 

 

 

 

 

 

 

Ps.

6,180,277

 

 

Ps.

6,092,046

 

 

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Table of Contents

 

The changes in investment in concessions are as follows:

 

 

December 31,

 

 

 

2014

 

 

2013

 

 

Investment in airport concessions

 

 

 

 

 

 

 

Beginning balance

 

Ps.

 7,558,114

 

 

Ps.

 7,254,387

 

 

Increase

 

307,327

 

 

352,688

 

 

Disposals

 

(58,213

)

 

(48,961

)

 

 

 

 

 

 

 

 

 

Ending balance

 

7,807,228

 

 

7,558,114

 

 

Amortization of airport concessions:

 

 

 

 

 

 

 

Beginning balance

 

(1,466,068

)

 

(1,311,398

)

 

Increase

 

(160,955

)

 

(157,225

)

 

Disposals

 

72

 

 

2,555

 

 

 

 

 

 

 

 

 

 

Ending balance

 

(1,626,951

)

 

(1,466,068

)

 

 

 

 

 

 

 

 

 

Net investment in airport concessions

 

Ps.

 6,180,277

 

 

Ps.

 6,092,046

 

 

Master Development Plan (MDP) – The Company is obligated to carry out maintenance, improvements to concessionconcessioned assets and acquire fixed assets according to the MDP.master development program. The MDPmaster development program for the 2011-2015 is Ps.2,745,214Ps. 2,745,214 based on December 2009 values, and Ps.3,135,444Ps. 3,275,180 based on December 20132014 values, updated using the National Producer Price Index (NPPI) excluding oil, according with the concession contract. AtAs of December 31, 2013,2014, the remaining amount which will be invested by the Company iswas Ps. 1,551,979658,067 and is expected to be carried out as follows:expires in 2015.

 

Year

 

 

Amount

 

 

 

 

 

 

 

 

2014

 

 

Ps.

1,179,867

 

 

2015

 

 

372,112

 

 

 

 

 

 

 

 

Total

 

 

Ps.

1,551,979

 

 

Improvements made at the Company’s expense to airport facilities may be recognized by the Mexican Bureau of Civil Aviation (Dirección General de Aviación Civil, or “DGAC”) as part of the Company’s investment in the airport concession. The cost of airport improvements recognized by the DGAC that form part of the Company’s investment in the concession are “recovered” by the Company in the form of adjustments to the maximum rates that the Company may charge for aeronautical services, which are regulated by the DGAC.

 

In 2009, the Company paid Ps. 1,159,613 to acquire land strategically located adjacent to the Monterrey airport to allow for the airport’s future growth, including the construction of a second runway, which the Company intends to complete in the future. The acquired land is classified in the Company’s financial statements for the year ended December 31, 20132014 and 20122013 as land owned by the Company at its acquisition value, presented as a fixed asset. The Company is negotiating the recognition of the cost of the investment made in this land with the DGAG,DGAC, to enable the latter to recognize the land acquired within the framework of the future investments in the concession of the Monterrey Airportairport as part of the MDPmaster development program required for such Airport,airport, not as a fixed asset owned by the Company.

 

The DGAC authorized the incorporation of $386,538, of the land acquired, to substitute investments included in the MDP ofOn December 4, 2012, the Monterrey Airportairport received authorization from the DGAC to include Ps. 386,538 (amount expressed in nominal pesos of 2009) in investments as part of master development program for the period from 2013 to 2015.2011-2015. Of the $386,538Ps. 386,538 already authorized by the DGAC as part of the investments in concession, $121,701Ps. 121,701 was authorized as an investment in the year 2013, $138,486Ps. 138,486 was authorized as an investment in concession in the year 2014, and $126,351Ps. 126,351 in 2015. An additional amount of $77,306Ps. 77,306 was authorized by the DGAC through an extraordinary review of the maximum rate in the year 2011. The Company is still negotiating with the DGAC the recognition as an investment in concession of the remainder of the cost of the land acquired for the amount of $695,769.Ps. 695,769. All the amounts included in this disclosure are expressed in pesos of December 31, 2009. The current amounts, when recognized by the DGAC as part of the investment in concession, will be adjusted based on the NCPI.

 

The landCompany’s airports exclusively own the lands acquired, by the Company is its sole properties and iswhich are classified in the consolidated statementstatements of financial position under the headingheadings of propertiesproperty, leasehold improvements and equipment. The land will continue to beremain classified under thisthese heading s until the negotiations with the DGAC have concluded. If the DGAC recognizes the land as part of the concession investment, in concession, it is estimated that the propertiesproperty will be transferred to the Mexican government; accordingly, atGovernment. At the time of such recognition, the Company will eliminateshall derecognize the asset and recognize an addition forinclusion of the same amount to the investmentunder investments in airport concessions (intangible(improvements in concessioned assets).

It is expected that if approved by, which will be subject to amortization for the DGAC, the substitutionremaining period of the MDP authorized by the DGAC will be performed according to the following schedule (based on pesos as of December 31, 2013):

 

Year    

 

 

Amount

 

 

 

 

 

 

 

 

2013

 

 

Ps.

139,000

 

 

2014

 

 

158,171

 

 

2015

 

 

144,311

 

 

 

 

 

 

 

 

 

 

 

Ps.

441,482

 

The Company has pledged baggage screening equipment, included within improvements to concessioned assets, as a guarantee for bank loans that the Company has with Private Export Funding Corporation, with a

F-27



Table of Contents

carrying value of Ps. 328,577 as of December 31, 2013. The Company is not authorized to use this equipment as a guarantee for other loans, nor sell them to another entity (see Note 15).concession.

 

11.                     Composition of GACN

 

a.                  lnformationThe following tables set forth information about the composition of GACN at the end of the reporting period is as follows; all subsidiaries reside and carry out their operations in Mexico:period:

 

 

 

Place of

 

Number of

 

 

 

incorporation

 

subsidiaries

 

Principal activity

 

and operation

 

 

 

 

 

 

 

December 31,

 

 

 

 

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Airports

 

Mexico

 

13

 

13

 

Hotels

 

Mexico

 

2

 

1

 

Services

 

Mexico

 

8

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

23

 

22

 

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Table of Contents

Principal activity

Place of incorporation

Number of
subsidiaries

and operation

December 31, 2014 and 2013

Airports

Mexico

13

Hotels

Mexico

2

Services

Mexico

8

23

 

b.The consolidated subsidiaries are as follows:

 

Name of subsidiary

 

Ownership Percentage

 

 

2013

 

2012

Airport services

 

 

 

 

Aeropuerto de Monterrey, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Acapulco, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Mazatlán, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Zihuatanejo, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Culiacán , S. A. de C. V.

 

100%

 

100%

Aeropuerto de Ciudad Juárez, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Chihuahua , S. A. de C. V.

 

100%

 

100%

Aeropuerto de Torreón , S. A. de C. V.

 

100%

 

100%

Aeropuerto de Durango, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Tampico, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Reynosa, S. A. de C. V.

 

100%

 

100%

Aeropuerto de Zacatecas, S. A. de C. V.

 

100%

 

100%

Aeropuerto de San Luis Potosí, S. A. de C. V.

 

100%

 

100%

 

 

 

 

 

Services and hotel business

 

 

 

 

Operadora de Aeropuertos del Centro Norte, S. A. de C. V.

 

100%

 

100%

Servicios Aeroportuarios del Centro Norte, S. A. de C. V.

 

100%

 

100%

Servicios Aero Especializados del Centro Norte, S. A. de C. V.

 

100%

 

100%

OMA Logística, S. A. de C. V. (1)

 

100%

 

100%

Holding Consorcio Grupo Hotelero T2, S. A.de C. V. (2)

 

100%

 

100%

Name of subsidiary

Ownership Percentage
December 31, 2014 and
2013

Airport services:

Aeropuerto de Monterrey, S. A. de C. V.

100%

Aeropuerto de Acapulco, S. A. de C. V.

100%

Aeropuerto de Mazatlán, S. A. de C. V.

100%

Aeropuerto de Zihuatanejo, S. A. de C. V.

100%

Aeropuerto de Culiacán , S. A. de C. V.

100%

Aeropuerto de Ciudad Juárez, S. A. de C. V.

100%

Aeropuerto de Chihuahua , S. A. de C. V.

100%

Aeropuerto de Torreón , S. A. de C. V.

100%

Aeropuerto de Durango, S. A. de C. V.

100%

Aeropuerto de Tampico, S. A. de C. V.

100%

Aeropuerto de Reynosa, S. A. de C. V.

100%

Aeropuerto de Zacatecas, S. A. de C. V.

100%

Aeropuerto de San Luis Potosí, S. A. de C. V.

100%

Hotels and Services:

Operadora de Aeropuertos del Centro Norte, S. A. de C. V.

100%

Servicios Aeroportuarios del Centro Norte, S. A. de C. V.

100%

Servicios Aero Especializados del Centro Norte, S. A. de C. V.

100%

OMA Logística, S. A. de C. V.(1)

100%

Holding Consorcio Grupo Hotelero T2, S. A. de C. V.(2)

100%

 

 

(1)This subsidiary holds a 51% investment in OMA VYNMSA Aero Park Industrial, S. A. de C. V. (from November 2012) and an 85% investment in Consorcio Hotelero Aeropuerto de Monterrey S.A.P.I. de C.V. (from June 2013), constituting the non-controlling interests of the Company.

(2)This entity provides services to hotels and includes its subsidiaries: Servicios Complementarios del Centro Norte, S.A. de C.V. and Servicios Corporativos Terminal T2, holding 100% of the shares, and Consorcio Grupo Hotelero T2, S.A. de C.V. holding 90% of the shares.

In November 2012, the Company constituted OMA VYNMSA Aero Industrial Park, S.A. de C.V., whereby the Company owns 51% of the shares and in June 2013, constituted Consorcio Hotelero Aeropuerto Monterrey, S.A.P.I. de C.V., whereby the Company owns 85% of the shares.

(2)

Provides hotel services and includes its subsidiaries: Servicios Complementarios del Centro Norte, S.A. de C.V. and Servicios Corporativos Terminal 2, S.A. de C.V., with 100% of the shares, and Consorcio Grupo Hotelero T2, S.A. de C.V. with 90% of the shares.

 

The Company has the majority of voting power at shareholders’ meetings of shareholders of the subsidiaries and has control by virtue of its contractual right to appoint the board of directors of the companies.

 

As of December 2014 and 2013, the Company has not made investments in shares of any structured or investment-related entity.

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Table of Contents

 

12.                     Trade accounts payable

 

Trade accounts payable consist of the following:

 

 

December 31,

 

 

2013

 

2012

 

 

December 31,

 

 

 

 

 

 

 

2014

 

2013

 

Suppliers

 

Ps.

88,966

 

Ps.

69,968

 

 

Ps.

96,029

 

Ps.

88,966

 

Contractors

 

68,968

 

74,790

 

 

97,177

 

68,968

 

Other accounts payable

 

61,148

 

10,414

 

 

54,796

 

61,148

 

Statutory employee profit sharing

 

7,102

 

8,131

 

 

9,554

 

7,102

 

 

 

 

 

 

 

Ps.

257,556

 

Ps.

226,184

 

 

Ps.

226,184

 

Ps.

163,303

 

 

13.                     Payable taxes and other accrued expenses

 

Payable taxesTaxes payable and other accrued expenses isare comprised of the following:

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Provisions

 

Ps.

129,070

 

Ps.

98,924

 

Taxes payable

 

53,622

 

85,790

 

Accrued interest

 

36,320

 

1,240

 

 

 

 

 

 

 

 

 

Ps.

219,012

 

Ps.

185,954

 

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Table of Contents

 

 

December 31,

 

 

 

2014

 

2013

 

Accrued expenses

 

Ps.

146,455

 

Ps.

129,070

 

Taxes payable

 

81,625

 

53,622

 

Accrued interest

 

41,148

 

36,320

 

 

 

Ps.

269,228

 

Ps.

219,012

 

 

14.                    Short-term debt

 

a.Short-termThe Company’s short-term debt atas of December 31, 2013 was comprised of Ps. 99,421, which corresponds to a short-term securitization certificate program amounting to Ps. 200,000 and 2012:maturing on March 19, 2015. This program consists of revolving issuances with different terms and accruing interest for each issuance. As of December 31, 2013, the discount interest rate was 3.72%. As of December 31, 2014, there were no outstanding payment balances for this short-term program.

 

 

 

December 31,

 

 

2013

 

2012

Unsecured line of credit with HSBC Bank for Ps.500,000, accruing monthly interest at a 28-day Mexican Interbank Equilibrium (“TIIE”) rate plus 1.00 percentage points, with revolving payments of principal. At December 31, 2012, the interest rate was 5.85%. Borrowings were liquidated with resources of the debt certificates, see Note 15.

 

Ps.

-            

 

Ps.

200,000

 

 

 

 

 

Unsecured revolving loan with Banamex Bank, accruing monthly interest at a 28-day TIIE rate plus 1.00 percentage point, with revolving payments of principal. At December 31, 2012, the interest rate was 5.86%. Borrowings were liquidated with resources of the debt certificates, see Note 15.

 

-            

 

250,000

 

 

 

 

 

Unsecured line of credit with Banco del Bajío of Ps.400,000, accruing monthly interest at a 28-day TIIE rate plus 1.50 percentage points, with revolving payments of principal. At December 31, 2012, the interest rate was 6.35%. Borrowings were liquidated with resources of the debt certificates, see Note 15.

 

-            

 

100,000

 

 

 

 

 

Short- term debt certificates for Ps.200,000, maturing in March 2015, with revolving issues maturing over different terms, accruing interest at a rate determined for each issue. At December 31, 2013 the interest rate was 3.72%. (1)

 

99,421

 

-             

 

 

 

 

 

 

 

Ps.

99,421

 

Ps.

550,000

(1)The short-term debt certificatesshare certificate program does not contemplate any affirmative or negative covenantsprovide restrictive clauses with which the Company must comply.

 

AtAs of December 31, 2013,2014, the Company has lines ofhad short-term credit available with financial institutions for short-term issuances for Ps.1,150,000. Additionally, the Company hasPs. 1,200,000 and had the ability to issue Ps.100,000 under itsan additional Ps. 200,000 in short-term debt certificates program.

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Table of Contentsuntil March 19, 2015.

 

15.                     Long-term debt

 

 

December 31,

 

 

 

2013

 

2012

 

Unsecured debt certificates issued in the Mexican market on July 15, 2011, of  Ps.1,300,000, accruing interest at a variable 28-day TIIE rate plus 70 basis points, for a 5-year term maturing on July 8, 2016. The certificates are guaranteed by nine of the 13 airports whose sum of their EBITDA, complies with a minimum guarantee of 80% of consolidated EBITDA. As of December 31, 2013 and 2012, the interest rate is 4.50% and 5.55%, respectively.

 

Ps.

1,300,000

 

Ps.

1,300,000

 

 

 

 

 

 

 

Debt certificates issued in the Mexican market on March 26, 2013, for Ps.1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the thirteen airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA.

 

1,500,000

 

-

 

 

 

 

 

 

 

Unsecured lines of credit with Private Export Funding Corporation (PEFCO) in 2012 for $20,385 thousand U.S. dollars, maturing on December 21, 2021. Baggage screening equipment is pledged to secure the loan. The loan accrues interest at a 3-month London Interbank Offered (“Libor”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2013 and 2012, the rate was 1.50% and 1.61%, respectively.

 

187,436

 

209,622

 

 

 

 

 

 

 

Unsecured line of credit with UPS Capital Business Credit (supported by Ex-Im Bank) of $4,463 thousand U.S. dollars. As of December 31, 2013 and 2012, the balance is $2,000 and $2,620 thousand U.S. dollars, respectively. Baggage screening equipment is pledged to secure the loan. The loan bears interest at a 3-month Libor rate plus 0.95 percentage points, with quarterly payments of principal and maturing on August 1, 2017. As of December 31, 2013 and 2012, the rate was 1.19% and 1.31%, respectively.

 

26,127

 

33,695

 

 

 

3,013,563

 

1,543,317

 

Less:

 

 

 

 

 

Financing commissions and issuance costs, net

 

(9,449)

 

(5,108

)

 

 

 

 

 

 

Total debt

 

3,004,114

 

1,538,209

 

 

 

 

 

 

 

Current portion

 

(33,588)

 

(33,068

)

 

 

 

 

 

 

Long-term debt

 

Ps.

2,970,526

 

Ps.

1,505,141

 

 

The scheduled maturities of long-termLong-term debt as of December 31, 2014 and 2013 areamounted to Ps. 4,742,032 and Ps. 3,013,563, respectively, and is comprised as follows:

 

 

2015

 

2016

 

2017

 

2018

 

2019 and
thereafter

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturities

 

Ps.

 33,588

 

Ps.

1,333,588

 

Ps.

 27,304

 

Ps.

 25,485

 

Ps.

1,560,010

 

Ps.

 2,979,975 

(1)

(1)  Long-term debt before fees and financing costs.

 

F-31



Table of Contents

 

 

 

December 31,

 

 

 

2014

 

2013

 

Debt certificates issued in the Mexican market on June 16, 2014, for Ps. 3,000,000, accruing interest at a fixed rate of 6.85%, for a 7-year term maturing on June 7, 2021. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA.

 

Ps.

3,000,000

 

Ps.

-

 

 

 

 

 

 

 

Debt certificates issued in the Mexican market on March 26, 2013, for Ps. 1,500,000, accruing interest at a fixed rate of 6.47%, for a 10-year term maturing on March 14, 2023. GACN and nine of the 13 airports guarantee the certificates, which represent a guarantee of 80% of consolidated EBITDA.

 

1,500,000

 

1,500,000

 

 

 

 

 

 

 

Unsecured debt certificates issued in the Mexican market on July 15, 2011 of Ps. 1,300,000, accruing interest at a variable 28-day Mexican Interbank Equilibrium (“TIIE”) rate plus 70 basis points, for a 5-year term maturing on July 8, 2016. The certificates are guaranteed by nine of the 13 airports whose sum of their EBITDA complies with a minimum guarantee of 80% of consolidated EBITDA. As of December 31, 2013 the interest rate was 4.50%. The certificates were prepaid in July 2014 with the proceeds from the issue of debt certificates issued in June 2014.

 

-

 

1,300,000

 

 

 

 

 

 

 

Unsecured lines of credit with Private Export Funding Corporation in 2012 for U.S. $ 20,385,000 maturing on December 21, 2021. As December 31, 2014 and 2013, outstanding amounts were U.S.$ 12,394,000 and U.S.$ 14,347,000, respectively. Baggage screening equipment is pledged to secure the loan(1). The loan accrues interest at a three-month London Interbank Offered (“LIBOR”) rate plus 1.25 percentage points, with quarterly payments of principal. As of December 31, 2014 and 2013, the interest rate was 1.49% and 1.50%, respectively.

 

182,622

 

187,436

 

 

 

 

 

 

 

Line of credit with UPS Capital Business Credit (supported by Ex-Im Bank) for U.S.$ 3,120,000. The amount was drawn down upon in April 11, 2014, and the line of credit terminates on January 25, 2019. As of December 31, 2014, the outstanding balance is U.S.$ 2,652,000. The line of credit is secured by firefighting equipment(1) and guaranteed by the airports described in Note 2. The loan bears interest at three -month LIBOR plus 2.65 percentage point with quarterly principal payments. As of December 31, 2014, the interest rate is 2.88%.

 

39,082

 

      -

 

 

 

 

 

 

 

Unsecured line of credit with UPS Capital Business Credit (supported by Ex-Im Bank) of U.S.$ 4,463,000, and the line of credit terminates on August 1, 2017. As of December 31, 2014 and 2013, the balance is U.S.$. 1,380,000 and U.S.$ 2,000,000, respectively. Baggage screening equipment is pledged to secure the loan(2). The loan bears interest at a three-month LIBOR rate plus 0.95 percentage points, with quarterly payments of principal and maturing on August 1, 2017. As of December 31, 2014 and 2013, the interest rate was 1.18% and 1.19%, respectively.

 

20,328

 

26,127

 

Total long-term debt

 

4,742,032

 

3,013,563

 

Less:

 

 

 

 

 

Financing commissions and issuance costs, net

 

(17,631)

 

(9,449

)

 

 

4,724,401

 

3,004,114

 

 

 

 

 

 

 

Current portion

 

(47,076)

 

(33,588

)

 

 

 

 

 

 

Long-term debt

 

Ps.

4,677,325

 

Ps.

2,970,526

 

As

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Table of Contents

(1)Carrying values are Ps. 71,081 and Ps. 71,773 as of December 31, 2014 and 2013, therespectively, recorded as improvements to concessioned assets. The Company doesis not have any long-term linesauthorized to use these as collateral or sell them.

(2)Carrying value amounts to Ps. 319,662 and Ps. 328,577 as of credit available for withdrawal.December 31, 2014 and 2013, respectively, and is recorded in improvements to concessioned assets (Note 10). The Company is not authorized to grant such equipment as collateral in other loans or sell them to another entity

 

Long-termMaturity of long-term debt includesas of December 31, 2014, is disclosed in Note 21.

Outstanding long-term loans include certain covenants that restrict the abilityrestrictive clauses such as, but not limited to, incur additional indebtedness, issue guaranteeslimiting bank loans to subsidiaries, pledge provision, tax payment obligations, disposal of fixed assets and sell fixedother noncurrent assets, as well as requires the compliance of tax payments. As ofobligation to maintain certain financial ratios. For the years ended December 31, 2014 and 2013, the Company was in compliance with such covenants.these restrictions were met.

 

16.                     Major maintenance provision

 

The Company has the obligation to perform major maintenance activities in its airports. The provision is recognized as accrued at an amount that represents the best estimate of the present value of future disbursements required to settle the obligation, at the date of the accompanying consolidated financial statements.statements at a discount rate of 6.85% and 6.47% as December 31, 2014 and 2013, respectively.

 

This provision is recognized in accordance with IAS 37 and IFRIC 12. A portion is recorded as short-term and the remainder as long-term depending on the period in which the Company expects to perform the major maintenance activities.

 

As of December 31, 20132014 and 2012,2013, the composition and changes of the Company’s major maintenance provision of the Company iswas as follows.  Additions represent additional maintenance obligations as a result of usage of the asset during the year, considering when the asset was placed into use and when the major maintenance is schedule to occur; provisions used represents major maintenance activities carried out during the year.follows:

 

 

 

December 31,

 

 

 

Provisions used

 

December 31, 2013

 

 

 

2012

 

Additions

 

 

 

Short-term

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

Major maintenance of concession assets

 

Ps.

 563,306

 

Ps.

 294,149(1)

 

Ps.

 (228,849)

 

Ps.

271,344

 

Ps.

 357,262

 

 

 

December 31,

 

 

 

Provisions 

 

December 31, 2014

 

 

 

2013

 

Additions

 

used

 

Short-term

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

Major maintenance of concessioned assets

 

Ps.

628,606

 

Ps.

 183,863(1)

 

Ps.

 (219,680)

 

Ps.

184,709

 

Ps.

 408,080

 

 

 

December 31,

 

 

 

Provisions 

 

December 31, 2013

 

 

 

2012

 

Additions

 

used

 

Short-term

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

Major maintenance of concessioned assets

 

Ps.

563,306

 

Ps.

 294,149(1)

 

Ps.

 (228,849)

 

Ps.

271,344

 

Ps.

 357,262

 

 

 

December 31,

 

 

 

Provisions 

 

December 31, 2012

 

 

 

2011

 

Additions

 

used

 

Short-term

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

Major maintenance of concessioned assets

 

Ps.

601,068

 

Ps.

 164,208

 

Ps.

 (201,970)

 

Ps.

145,577

 

Ps.

 417,729

 

 

 

 

 

December 31,

 

 

 

Provisions
used

 

December 31, 2012

 

 

 

2011

 

Additions

 

 

 

Short-term

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

Major maintenance of concession assets

 

Ps.

601,068

 

Ps.

164,208

 

Ps.

 (201,970)

 

Ps.

145,577

 

Ps.

417,729

 

 

 

December 31,

 

 

 

Provisions
used

 

December 31, 2011

 

 

 

2010

 

Additions

 

 

 

Short-term

 

Long-term

 

 

 

 

 

 

 

 

 

 

 

 

 

Major maintenance of concession assets

 

Ps.

752,307

 

Ps.

165,683

 

Ps.

 (316,922)

 

Ps.

164,374

 

Ps.

436,694

 

a.Includes Ps.30,982(1)Includes Ps. 3,931 and Ps. 30,982 recognized as interest expense in the consolidated statement of unwindingincome and other comprehensive income, for the accumulated effect of the discount to present value for the year endedestimation as of December 31, 2013.2014 and 2013, respectively.

 

17.                     RetirementLabor obligations

a.Defined contribution plan

The Company offers defined contribution plans for all employees who qualify. The plan assets are kept separate from the Company’s assets in funds kept in a trust under the control of trustees. If the employee leaves the plan before fully vesting, the amount payable by the Company will be reduced by the amount of lost contributions.

The total expense recognized in the consolidated statement of income is Ps. 1,806, Ps, 2.452 and Ps. 1,876 in 2014, 2013 and 2012, respectively, and represents the contributions payable by the Company to these plans based on the specific rates in the plan. A total of Ps. 1,271 and Ps. 901 in 2014 and 2013, respectively, has not been paid to the trust. As of December 31, 2012, there were no pending contributions.

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Table of Contents

b.Defined benefit plansplan

 

The liability for employees, which derives from the pension plan, seniority premiums and payments at the end of employment to employees upon retirement, are determined based on actuarial computations made by external actuaries, using the projected unit credit method. Seniority premiums consist of a single payment equal to 12 day’sdays’ salary for each year of service based on the employee’s most recent salary, but without exceeding twice the current minimum wage established by law.

 

During 2012, the pension plan was further modified, establishing an early retirement from age 60 for all employees with a least 10 years of service with the Company.

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Table of Contents

 

The Mexican plans normally, expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.

 

InterestInvestment risk

The present value of theplan obligations defined benefit plan liability is calculated using a discount rate that is determined by referencebased on the yields of long-term government bonds. To select the discount rate a bond yield rate that is similar to high quality corporate bond yields.the duration of the obligations of labor liabilities of the Company is considered. This rate is obtained from a company dedicated to providing updated pricescurrent pricing for the valuation of financial instruments prices, as well as comprehensive calculation, reporting, analysis and risks related toassociated with these prices and that is regulated by the Mexican National Banking and Securities Commission. SelectionCommission (Comisión Nacional Bancaria y de Valores). The determination of the discountappropriate rate considerstakes into account the average perioddays over which benefits wouldwill be payable, the benefits and notas opposed to the maturity of the bond,bonds, which means that the discount rate will depend on the expected flowexpectations of benefit payments from plan; abenefits under the plan.

Interest risk

A decrease in the bond interest rate willof the bonds may increase the plan liability.liabilities of the plan.

Longevity risk

The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.

Salary risk

The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

 

 

There isare no further retirement benefit plans for these employeesthe qualifying employees.

 

The most recent actuarial valuationcalculation of the defined benefit obligation were carried out atas of December 31, 20132014 by Mercer, which employs actuaries certified by the National School of Actuaries (Colegio Nacional de Actuarios de México.xico). The present value of the defined benefit obligation, and the related current service cost and past service cost, were measured using the projected unit credit method.

 

The principal assumptions used for the purposes of the actuarial valuations wereare as follows:

 

 

December 31,

 

Year ended December 31,

 

 

2013

 

2012

 

2011

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

7.50%

 

6.50%

 

7.75%

Discount rate (Note 5a.)

 

7.00%

 

7.50%

 

6.50%

 

Expected rate of salary increase

 

5.5%

 

5.5%

 

5.5%

 

4.50%

 

5.5%

 

5.5%

 

Average longevity at retirement age for current pensioners (years)

 

15

 

14

 

13

 

12

 

15

 

14

 

Inflation

 

4.0%

 

4.0%

 

4.0%

 

3.50%

 

4.0%

 

4.0%

 

 

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TableThe amounts recognized in the statement of Contents

Amounts recognized inincome and other comprehensive income in respect of these defined benefit plans are as follows:

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Service cost:

 

 

 

 

 

 

 

Current service cost

 

Ps.

6,575

 

Ps.

5,310

 

Ps.

4,863

 

Net interest expense

 

4,338

 

3,891

 

3,338

 

 

 

 

 

 

 

 

 

Components of defined benefit costs recognized in profit or loss

 

10,913

 

9,201

 

8,201

 

 

 

 

 

 

 

 

 

Remeasurement on the net defined benefit liability:

 

 

 

 

 

 

 

Actuarial gains and losses arising from changes in financial assumptions

 

(3,985)

 

11,313

 

-

 

Actuarial gains and losses arising from experience adjustments

 

6,837

 

-

 

-

 

 

 

 

 

 

 

 

 

Components of defined benefit costs recognized in other comprehensive income

 

2,852

 

11,313

 

-

 

 

 

 

 

 

 

 

 

Total

 

Ps.

13,765

 

Ps.

20,514

 

Ps.

8,201

 

F-34



Table of Contents

 

 

Year ended December 31,

 

 

 

2014

 

 

2013

 

2012

 

Service cost:

 

 

 

 

 

 

 

 

 Current service cost

 

Ps.

7,379

 

 

Ps.

6,575

 

Ps.

5,310

 

 Net interest expense

 

5,342

 

 

4,338

 

3,891

 

 

 

 

 

 

 

 

 

 

Components of defined benefit costs recognized in profit or loss

 

12,721

 

 

10,913

 

9,201

 

 

 

 

 

 

 

 

 

 

Remeasurement on the net defined benefit liability:

 

 

 

 

 

 

 

 

Actuarial gains and losses arising from changes in financial assumptions

 

(1,586

)

 

(3,986

)

11,313

 

Actuarial gains and losses arising from experience adjustments

 

1,149

 

 

6,837

 

-

 

 

 

 

 

 

 

 

 

 

Components of defined benefit costs recognized in other comprehensive income

 

(437

)

 

2,851

 

11,313

 

Total

 

Ps.

12,284

 

 

Ps.

13,764

 

Ps.

20,514

 

 

The current service cost and the net interest expense for 2014, 2013 2012 and 20112012 are included in the employee benefits expense in profit or lossthe statement of income and in other comprehensive income.

 

The remeasurement of the net defined benefit liability is included in other comprehensive income.

 

The amount included in the consolidated statement of financial position arising from the entity’sCompany’s obligation in respect of its defined benefit plans is as follows:

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Present value of funded defined benefit obligation

 

Ps.

82,497

 

Ps.

70,321

 

Fair value of plan assets

 

-

 

-

 

 

 

 

 

 

 

Net liability arising from defined benefit obligation

 

Ps.

82,497

 

Ps.

70,321

 

 

 

December 31,

 

 

 

2014

 

2013

 

Present value of defined benefit obligation

 

Ps.

94,313

 

Ps.

82,497

 

 

Movements in the present value of the defined benefit obligation in the current year wereare as follows:

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Present value of defined benefit obligation as of January 1

 

Ps.

70,321

 

Ps.

52,896

 

Current service cost

 

6,575

 

5,310

 

Interest cost

 

4,338

 

3,891

 

Remeasurement (gains)/losses:

 

 

 

 

 

Transfers of employees

 

(106)

 

-

 

Actuarial gains and losses arising from changes in financial assumptions

 

(3,985)

 

11,313

 

Actuarial gains and losses arising from experience adjustments

 

6,837

 

-

 

Benefits paid

 

(1,483)

 

(3,089)

 

 

 

 

 

 

 

Present value of defined benefit obligation as of December 31

 

PS.

82,497

 

PS.

70,321

 

F-34



Table of Contents

 

 

December 31,

 

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

Present value of defined benefit obligation as of January 1

 

Ps.

82,497

 

 

Ps.

70,321

 

Current service cost

 

7,379

 

 

6,575

 

Interest cost

 

5,342

 

 

4,338

 

Remeasurement (gains)/losses:

 

 

 

 

 

 

Transfers of employees

 

-

 

 

(106

)

Actuarial gains and losses arising from changes in financial assumptions

 

(1,586

)

 

(3,985

)

 Actuarial gains and losses arising from experience adjustments

 

1,149

 

 

6,837

 

Benefits paid

 

(468

)

 

(1,483

)

 

 

 

 

 

 

 

Present value of defined benefit obligation as of December 31

 

Ps.

94,313

 

 

Ps.

82,497

 

 

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and mortality. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

 

·                  If the discount rate is 5025 basis points higher (lower), the defined benefit obligation would decrease by Ps.78,745to Ps. 92,254 (increase by Ps.86,593)to Ps. 96,431).

·                  lfIf the expected salary growth increases (decreases) by 5025 basis points, the defined benefit obligation would increase by Ps.86,252to Ps.96,140 (decrease by Ps.79,033)to Ps. 92,546).

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Table of Contents

 

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

 

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognized in the statement of financial position.

 

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

 

There has been no change in the process used by the Company to manage its risks from prior periods.

 

The average duration of the benefit obligation atas of December 31, 20132014 is 1211 years (2012:13(2013: 12 years).

 

18.                     Leases

 

Operating leases

 

Mainly relatedLeases correspond principally to leases entered into by the Company, which are based on the following:

 

a.          As lessee

a.Cost and expenses of operating leases:

·            In October 2008, the Company acquired the shares of Consorcio Grupo Hotelero T2, S.A. de C.V. As a result of this acquisition, the Company assumed the commitments established in the lease agreement signed with the Mexico City Airportairport for a period of 20 years, to construct, prepare and operate a hotel, and manage commercial areas at Terminal 2 of the Mexico City International Airport, establishing a minimum guaranteed income (MGI)(��MGI”) of Ps.18,453Ps. 18,453 annually as rent, plus a royalty of the 18% of the hotel’s revenue. The MGI will be adjusted on an annual basis using the NCPI.

b.·            The Company entered into a lease agreement with HSBC, S.A. Multiple Banking Institution, Grupo Financiero HSBC, Trust Division (HSBC) for floor space at its corporate headquarters for a lease term of 66 months, starting from October 1, 2011. A monthly minimum rent of Ps.474Ps. 474 was established. The rent will be adjusted annually based on the NCPI with a 3% minimum increase.

Payments recognized as cost and expense:

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Costs and leasing expenses

 

Ps.

39,343

 

Ps.

33,274

 

Ps.

29,728

 

 

 

Year ended December 31,

 

 

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Costs and leasing expenses

 

Ps.

42,979

 

Ps.

39,343

 

Ps.

33,274

 

Operating leases commitments:

 

 

December 31

 

Duration

 

2014

 

2013

 

 

 

 

 

 

 

Less than one year

 

Ps.

 32,353

 

Ps.

 32,333

 

Greater than 1 year and less than 5 years

 

111,359

 

88,635

 

Greater than 5 years

 

239,668

 

246,530

 

 

 

 

 

 

 

Total

 

Ps.

 383,380

 

Ps.

 367,498

 

 

F-35b.       



Table of Contents

As of December 31, 2013 and 2012, future minimum lease payments are as follows:

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Less than one year

 

Ps.

32,333

 

Ps.

30,034

 

Greater than 1 year and less than 5 years

 

88,635

 

116,818

 

Greater than 5 years

 

246,530

 

237,940

 

 

 

 

 

 

 

Total

 

Ps.

367,498

 

Ps.

384,792

 

As lessor

 

c.    Revenues from operating leases

 

Mainly related to leases entered into by the Company, which are based on monthly rental payments that generally increase each year based on the NCPI, and/or the greater of a guaranteed minimum monthly

F-36



Table of Contents

rent plus a percentage of monthly income of the tenant. AtAs of December 31, 20132014 and 2012,2013, the committed future rents are as follows:

 

 

December 31,

 

 

December 31,

 

 

2013

 

2012

 

Duration

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Less than one year

 

Ps.

345,808

 

Ps.

406,682

 

 

Ps.

323,335

 

Ps.

345,808

 

Greater than 1 year and less than 5 years

 

367,443

 

494,997

 

 

469,142

 

367,443

 

Greater than 5 years

 

129,624

 

97,762

 

 

150,433

 

129,624

 

 

 

 

 

 

 

 

 

 

 

Total

 

Ps.

842,875

 

Ps.

999,441

 

 

Ps.

942,910

 

Ps.

842,875

 

 

Minimum lease payments in the table above do not include contingent rentals, such as increases by NCPI or increases by a percentage of the monthly income of the lessee. Contingent rental income recorded for the years ended December 31, 2014, 2013 and 2012 were Ps. 80,058, Ps. 73,823 and 2011 were Ps.73,823, Ps.72,258 and Ps.67,838 ,Ps. 72,258, respectively.

 

Revenues from operating leases are disclosed in Note 27.

 

19.                     Income taxestax

The Company was subject to ISR as of December 31, 2014, and IETU through December 31, 2013.

2014 Tax Reform

 

ISR- The rate was 30% for the years 2014, 2013 and 2012, and according with to the new 2014 ISR Law (Law 2014), will remain 30% for 2015 and the years thereafter.

In December 2013, Congress approved the Mexican Tax Reform (the “2014 Tax Reform”) which, among other things, eliminated IETU. As a result of the elimination of IETU, the Company eliminated any existing deferred IETU upon the enactment date of the 2014 and thereafter.Tax Reform.

The Company began to consolidate its tax result as of fiscal year 2003, as established in the Mexican Income Tax Law in effect in that year, within the tax results of Empresas ICA.

In July 2013, Empresas ICA carried out a public offering to small investors through Aeroinvest to sell part of its shareholding in GACN. Under the assumptions established in the Mexican Income Tax Law in effect in 2013, such transaction represented the reduction of its shareholding in GACN. Consequently, Empresas ICA had to remove GACN from its tax consolidation regime.

 

IETU — Beginning in– In 2014, the IETU was eliminated.  Therefore,repealed. Accordingly, the Company is subject to ISR, and recognized current IETU through December 31, 2013 this2013. This tax was calculatedgenerated based on a tax base in whichcash flows from income andless authorized deductions as well asand certain tax credits were determined, based in cash flowseach year. The rate was 17.5%. Due to the elimination of each fiscal year. Consequentlythe tax, the Company cancelled deferred IETU, including any IETU tax credits that were previously available to offset IETU expense.  The eliminationcanceled the Ps. 336,071 balance of deferred IETU resulted in its results of operations and its financial position for the elimination of a deferred tax liability of approximately Ps. 337,317, contributing significantly to the net income tax benefit inyear ended December 31, 2013.

 

UntilThrough December 31, 2013, the current income tax rate imposed was the greater betweenof the income tax rate and the flat tax.tax rate.

 

FromIn 2008, the Asset Tax (IMPAC) Law was repealed, however, under certain circumstances, the IMPAC paid induring the ten years prior to the year in which ISR is paid may be recovered, according to the terms of the law.

 

GACN began to consolidate itsa.Income tax resultare as of fiscal year 2003, as established in the Mexican Income Tax Law (“LISR”) in effect in that year, within the tax results of EMICA.follows:

 

In July 2013, EMICA carried out a public offering to small investors through Aeroinvest to sell part of its shareholding in GACN. Under the assumptions established in the LISR in effect in 2013, such transaction represented the reduction of its shareholding in GACN.  Consequently, EMICA had to remove GACN from its tax consolidation regime.

 

 

Year ended December 31,

 

 

 

2014

 

 

2013

 

 

2012

 

 

 

 

 

 

 

 

 

 

 

Current ISR

 

Ps.

298,968

 

 

Ps.

267,928

 

 

Ps.

245,885

 

Current IETU

 

-

 

 

460

 

 

5,553

 

IMPAC

 

-

 

 

(67,193

)

 

-

 

Deferred ISR

 

(66,623

)

 

(336,071

)

 

36,734

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

Ps.

232,345

 

 

Ps.

(134,876

)

 

Ps.

288,172

 

 

F-36F-37


 


Table of Contents

 

a.Consolidated statements of income and other comprehensive income:

 

 

Year ended December 31,

 

 

 

 

 

2013

 

 

2012

 

2011

 

 

Current:

 

 

 

 

 

 

 

 

 

ISR

 

Ps.

267,928

 

 

Ps.

245,885

 

Ps.

201,263

 

 

IETU

 

460

 

 

5,553

 

11,544

 

 

Recoverable tax on assets

 

(67,193

)

 

-

 

-

 

 

Deferred

 

(336,071

)

 

36,734

 

(30,737

)

 

 

 

 

 

 

 

 

 

 

 

(Benefit) expense for income taxes

 

Ps.

(134,876

)

 

Ps.

288,172

 

Ps.

182,070

 

 

b.                    As of December 31, 2014 and 2013, and 2012, the mainprincipal items comprising the balance of the deferred ISR asset and liability are:were:

 

 

December 31,

 

 

 

Year ended December 31,

 

 

2013

 

 

2012

 

 

2014

 

 

2013

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions, allowances and labor obligations

 

Ps.

79,543

 

 

Ps.

85,773

 

 

 

Ps.

81,098

 

 

Ps.

79,543

 

Investments in airport concessions, property and equipment

 

(420,873

)

 

(570,682

)

 

Investments in airport concessions, property, leasehold improvements and equipment, net

 

(395,956

)

 

(420,873

)

Tax loss carryforwards

 

70,704

 

 

109,795

 

 

 

57,727

 

 

70,704

 

Recoverable tax on assets

 

67,193

 

 

-

 

 

 

67,193

 

 

67,193

 

IETU credits

 

-

 

 

23,822

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

Ps.

(203,433

)

 

Ps.

(351,292

)

 

 

Ps.

(189,938

)

 

Ps.

(203,433

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions, allowances and labor obligations

 

207,391

 

 

127,930

 

 

 

Ps.

203,063

 

 

Ps.

207,391

 

Investments in airport concessions, property and equipment

 

(372,270

)

 

(361,662

)

 

Tax loss carryforwards

 

616,250

 

 

366,947

 

 

IETU credits

 

-

 

 

61,908

 

 

Investments in airport concessions, property, leasehold improvements and equipment, net

 

(361,906

)

 

(372,270

)

Tax loss carryforwards(1)

 

663,211

 

 

616,250

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

Ps.

451,371

 

 

Ps.

195,123

 

 

 

Ps.

504,368

 

 

Ps.

451,371

 

Net deferred ISR asset (liability)

 

Ps.

247,938

 

 

Ps.

(156,169

)

 

 

Ps.

314,430

 

 

Ps.

247,938

 

(1)As of December 31, 2014 and 2013, the Company recognized a deferred tax asset of Ps. 720,938 and Ps. 686,954, respectively, corresponding to the tax losses generated by its subsidiaries. During 2014, the Company decided to recognize Ps. 75,377 of deferred tax asset previously unrecognized, due to changes in the estimation of the probability of recovery of tax losses of two of its airports. The change was driven largely by increases in passenger traffic and, therefore, the increase in future taxable profits tax. All subsidiaries of the Company expect to benefit from losses in future years based on projections of taxable income and various trading strategies with favorable tax consequences.

 

c.                             The changes in deferred tax during the year are as follows:

 

 

December 31,

 

 

 

December 31

 

 

2013

 

 

2012

 

 

2014

 

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Beginning deferred tax liability balance

 

Ps.

(156,169

)

 

Ps.

(122,825

)

 

Beginning balance of deferred tax liability

 

Ps.

247,938 

 

 

Ps.

(156,169

)

Deferred ISR in results

 

336,071

 

 

(36,734

)

 

 

66,623

 

 

336,071

 

Recoverable tax on assets

 

67,193

 

 

-

 

 

 

 

 

 

67,193

 

Income tax effects recognized in other comprehensive income

 

843

 

 

3,390

 

 

 

(131

)

 

843

 

 

 

 

 

 

 

 

Ending deferred tax asset (liability) balance

 

Ps.

247,938

 

 

Ps.

(156,169

)

 

Ending balance of deferred tax asset, net

 

Ps.

314,430

 

 

Ps.

247,938

 

 

F-37



Table of Contents

d.The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of net income before income tax is as follows:

 

 

Year ended December 31,

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Statutory rate

 

30.00

%

 

30.00

%

 

30.00

%

 

 

30.00

%

 

30.00

%

 

30.00

%

 

Add (deduct) effects of permanent differences, primarily, non-deductible expenses and inflationary effects for financial and tax purposes.

 

(8.50

)

 

(4.28

)

 

(5.74

)

 

 

(4.25

)

 

(8.50

)

 

(4.28

)

 

Effects of the 2014 fiscal reform, including changes in tax rates and elimination of IETU

 

(31.60

)

 

-    

 

 

-    

 

 

 

-   

 

 

(31.60

)

 

-

 

 

Change in estimate of recoverable IMPAC

 

(6.30

)

 

-    

 

 

-    

 

 

 

-   

 

 

(6.30

)

 

-

 

 

Change in unrecognized deferred income tax on assets

 

2.70

 

 

5.03

 

 

-    

 

 

 

(5.99

)

 

2.70

 

 

5.03

 

 

Others

 

1.10

 

 

(4.72

)

 

 

(1.45

)

 

 

 

(1.31

)

 

 

1.10

 

 

 

(4.72

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective rate

 

(12.60

)%

 

26.03

%

 

22.81

%

 

 

18.45

%

 

(12.60

)%

 

26.03

%

 

F-38



Table of Contents

 

e.Each airport concession has received approval from the Ministry of Finance and Public Credit (Secretaría de Hacienda y Crédito Público) to carryforwardcarry forward their tax losses up to the earlier of the date of which such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession. AsThe base years and amounts as of December 31, 2013 and 2012, there were unrecognized tax assets associated with the Company’s tax loss carryforwards for Ps. 75,377 and Ps. 289,814, respectively. As of December 31, 2013, the amounts and expiration dates of the tax losses restated for inflation,2014 are as follows:

 

Year of

 

Tax loss

 

 

 

Tax loss

 

Origin

 

carryforwards

 

 

 

 

1999

 

Ps.

13,618

 

origin

 

carryforwards

 

2000

 

111,336

 

 

Ps.

49,556

 

2001

 

375,880

 

 

311,668

 

2002

 

515,712

 

 

482,550

 

2003

 

590,174

 

 

593,717

 

2004

 

517,205

 

 

521,803

 

2005

 

59,573

 

 

61,980

 

2006

 

86,725

 

 

90,145

 

2007

 

85,893

 

 

88,698

 

2008

 

42,371

 

 

43,989

 

2009

 

5,018

 

 

4,508

 

2010

 

476

 

 

-

 

2011

 

44,426

 

 

45,796

 

2012

 

56,499

 

 

57,972

 

2013

 

36,195

 

 

36,001

 

2014

 

 

5,742

 

 

 

 

 

 

 

 

 

Ps.

2,541,101

 

 

Ps.

2,394,125

 

 

f.     TotalIn addition to the tax loss carryforwards of the concessionaires aforementioned, the Company has tax losses of other subsidiaries other than its concessionaires in the amount of Ps. 9,007, the duration of which is 10 years under the Income Tax Law, and the maturity date of which is between 2017 and 2024.

g.In 2014, the Company amortized tax loss carryforwards in the amount of Ps. 244,081.

h.The Company recognized a deferred tax asset for IMPAC paid in the amount of Ps. 67,193 in 2013, which may be recoverable subject to certain conditions.

i.The benefits of paid and unrecognized IMPAC as deferred income may be recovered subject to certain conditions. Expiration dates at December 31, 2014 are:

Maturity

 

Recoverable

 

 

 

IMPAC

 

 

 

 

 

2015

 

Ps.

28,889

 

2016

 

21,274

 

2017

 

18,274

 

 

 

 

 

 

 

Ps.

68,437

 

j.The balances of shareholders’ equity tax accounts as of December 31, 2014 and 2013 amountswere:

 

 

December 31,

 

 

 

2014

 

2013

 

 

 

 

 

 

 

Contributed capital account

 

Ps.

4,777,082

 

Ps.

5,763,501

 

Net consolidated tax profit account

 

844,321

 

388,140

 

 

 

 

 

 

 

Total

 

Ps.

5,621,403

 

Ps.

6,151,641

 

k.Dividends paid from profits generated from January 1, 2014 to $190,538,individuals residing in Mexico and residents abroad may be subject to additional income taxes of up to 10%, which canshall be recovered uponretained by the satisfactionCompany.

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Table of Contents

20.Contingencies and commitments

Commitment

Guarantor. In 2014 and 2013, GACN issued long-term securitization certificates for the amount of Ps. 3,000,000 and Ps. 1,500,000 for seven and 10 years, respectively, under the securitization certificate program discussed in Note 15. The Company and nine of its airports are guarantors of the certificates and must provide a minimum guarantee equal to 80% of EBITDA.

Contingencies

a.Real estate property tax. These cases involve lawsuits and/or proceedings filed against the Company’s airports for unpaid taxes. The Company filed proceedings for annulment with certain conditions.  At December 31, 2013,Tax Courts against these payment requests, all of which are currently awaiting rulings.

As of the date of the consolidated financial statements, these contingencies remain due to the fact that the lawsuits are ongoing and pending a ruling based on the merits of the case. The Ministry of Communications and Transportation has appeared in court in relation to these lawsuits. However, if the Company recognized a deferred income tax assetreceives an unfavorable ruling, the Company believes the economic effects will be assumed by the Mexican Federal Government, except in the case of $67,193,Zihuatanejo airport. The Company has not recorded any provision for these lawsuits as it expects to comply withreceive a favorable ruling.

As of December 31, 2014, the conditions to recover that amount.Company’s subsidiaries are involved in the following lawsuits, all of which are awaiting rulings:

1.Reynosa Airport

In February 2011, the Company filed an administrative appeal before the Administrative Court (Tribunal de lo Contencioso Administrativo del Estado de Tamaulipas) against the request by the municipality of Reynosa for the payment of Ps. 117,654; the request does not specify the period for which this amount is outstanding. The appeal is still pending.

 

The municipality of Reynosa once again requested tax payments in November 2011 and August 2012 of Ps. 127,312 and Ps. 1,119, respectively. The Company filed administrative appeals against these requests, which are still pending.

In March 2014, the municipality of Reynosa requested that the Company settle allegedly unpaid real estate property taxes and attempted to collect these amounts through different writs of execution associated with request number 1334096 for the amount of Ps. 1,361, dated March 7, 2014. Notification of this request was given on March 20, 2014.

F-382.Culiacán Airport

In September 2014, the municipality of Culiacán requested that the Company settle allegedly unpaid real estate property taxes amounting to Ps. 10,917 and attempted to collect this amount through a writ of execution.

The Company filed an administrative appeal before the Administrative Court (Tribunal de lo Contensioso y Administrativo del Estado de Sinaloa) against this payment request, which is still pending.

3.San Luis Potosí Airport

In December 2014, the municipality of San Luis Potosí requested that the airport settle allegedly unpaid real estate property taxes amounting to Ps. 10,094 and attempted to collect this amount through a writ of execution.

4.Zihuatanejo Airport

In October 2012, the Treasury Department of the municipality of Zihuatanejo requested that the airport pay Ps. 2,178 in outstanding real estate property taxes, fines and law-enforcement expenses for the periods from the second bimonthly period through the sixth bimonthly period of 2004 and the first bimonthly period through the sixth bimonthly period of 2005.

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g.The balancesCompany filed an administrative appeal against this payment request before the Administrative Court (Tribunal de lo Contensioso y Administrativo del Estado de Guerrero).  In October 2012, the Municipal Finance Coordination Office of stockholders’ equity tax accounts at December 31, 2013the municipality of Zihuatanejo once again determined and requested that the airport pay Ps. 2,855 in outstanding real estate property taxes, fines and law-enforcement expenses for the periods from the first bimonthly period of 2007 through the fifth bimonthly period of 2012, are as follows:together with a fine for its alleged failure to pay real estate property taxes amounting to Ps. 865 for the first bimonthly period of 2007 through the fifth bimonthly period of 2012, together with Ps. 57 for law-enforcement expenses.  The Company filed a new administrative appeal with the Administrative Court against this payment request.

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Contributed capital account

 

Ps.

5,763,501

 

Ps.

6,709,320

 

Net consolidated tax profit account

 

388,140

 

-

 

 

 

 

 

 

 

Total

 

Ps.

6,151,641

 

Ps.

6,709,320

 

On April 10, 2015, a judgment was declared in the airport’s favor, but the municipality of Zihuatanejo may appeal this judgment.

b.Constitutional claim lawsuits involving the requirement to obtain municipal licenses:

 

20.1.  ContingenciesReynosa Airport

In October 2014, the municipality of Reynosa issued an inspection order and commitmentsimposed a suspension of the sales of alcoholic beverages in commercial premises located at the airport as it had not obtained a state license for the sale of alcoholic beverages.

The airport filed a constitutional claim lawsuit against these acts to challenge the closure and unconstitutionality of municipal regulations and the applied state law. The lawsuit was rejected because the District Judge considered that the concessionaire had little basis for filing a constitutional claim lawsuit. Consequently, this ruling was challenged by filing an appeal, which is currently awaiting a ruling. The airport also filed a constitutional claim lawsuit against these closure acts to support the affected leaseholder; this proceeding was accepted, although the constitutional hearing has yet to be scheduled.

As these municipal license requirements do not include economic requirements, the legal risk and impact for the Company are valued in all such legal proceedings. Consequently, the Company has not recorded a provision for these lawsuits because legal precedents involving favorable rulings in this regard also exist.

2.Monterrey Airport

 

As of December 31,On November 19, 2013, the subsidiaries are involvedmunicipality of Apodaca issued an inspection order and closed commercial premises located at Monterrey airport (strip mall, gas station and industrial park) because municipal licenses had not been obtained for land use and/or construction and/or building.

The airport filed a constitutional claim lawsuit before the District Court against the closure and unconstitutionality of the applied municipal regulations. The lawsuit was received and a provisional suspension granted to allow the municipal authority to remove the closure notices and permit continued commercial operations.

Even though the municipality invalidated the closure actions on the basis that they had discovered a series of flaws in the following lawsuitsactions, and the official notices ordering such closure, it is not barred from enforcing them again. If there is a new official request from the municipality, the lawsuit filed will be expanded and the issue of unconstitutionality will be considered in the lawsuit under way.

In October 2014, District Court issued in the airport’s favor and ordered the municipal authority to annul the challenged acts. The municipal authority filed a motion for review against this ruling before the Mexican Supreme Court, which have yet to be resolved:is currently under review and awaiting a ruling.

 

a.On February 4, 2015, the Apodaca municipality filed an appeal (recurso de revisión) with the Federal District Circuit Court to exercise its competence to hear and determine the appeal against the October 14, 2014 judgment of the District Court.  On March 6, 2015, the First Chamber of the Mexican Supreme Court decided to consider exercising its competence to hear the appeal.

In relation to this lawsuit, in February 2014, the municipality of Apodaca filed a constitutional controversy claim against the Mexican Federal Government based on its authorization of construction works, including the hotel located at Terminal B of the Monterrey airport, which is covered by the writ of injunctive relief. The Mexican Supreme Court agreed to hear the controversy, but denied the request by the municipality of Apodaca to suspend construction activities and operations (such as those relating to the industrial park and hotel). The municipality of Apodaca challenged the interlocutory judgment, but

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received an unfavorable ruling that denied the petition to suspend the work underway at the airport. On May 20, 2014, a hearing was held to submit evidence and present arguments.

The airport filed a report requested by the Mexican Supreme Court, together with the underlying writ of injunctive relief filed in 2007 (relating to the closure of Terminal B), as well as the resulting favorable ruling relating to the 2007 writ, as they are related to this issue.

On February 18, 2015, the constitutional controversy claim was decided against the Apodaca municipality.  The judgment determined that the constitutional controversy claim was unfounded and declared the federal government’s authorizations to be valid.

c.Land ownership conflict

1.Reynosa Airport

The Company filed an action for annulment against the DGAC and the Department of Communications and Transportation with the Tax Court of Tamaulipas in relation to the administrative ruling containing a constructive disapproval regarding the application filed by the plaintiff with the Ministry of Communications and Transportation for the return of land of 200,000 hectares (772 square miles). The plaintiff claims that this land is situated within Reynosa airport. This lawsuit’s file number is 13226/13-17-07-04. The Reynosa airport has been called to court as an interested third party.

The principal claim focuses on: i) the annulment of the administrative act that deprived the plaintiff of its ownership of the real property; ii) the restitution of the ownership rights of which it was deprived due to an irregular administrative act; iii) the immediate return of its ownership of the real property; and iv) the payment of damages. These claims are based on the argument submitted by the plaintiff to the effect that the disputed land is not subject to an expropriation decree.

The submission of expert evidence by the plaintiff is currently pending.

Given that the Mexican Federal Government is the principal defendant in this case, if an unfavorable ruling is issued, the Company believes it will be liable for the payment of the resulting economic effects detailed in the concession title. The Company has not recorded a provision for this lawsuit because it does not consider the issuance of an unfavorable ruling to be probable.

2.Ciudad Juárez Airport

A lawsuit against the Airportairport of Ciudad Juárez, filed on November 15, 1995, seeking damages for a plot of land (204 ha)(240 hectares or 0.93 square miles) where the Ciudad Juárez International Airportairport is located, because it is consideredbased on the argument that thethis land was incorrectly transferred to the Mexican Government. The plaintiffPlaintiff seeks payment of US$120 millionU.S.$120,000,000 because the land cannot be recovered due to its use as the site for an airport.

 

As part ofThe Company has challenged the lawsuit, theplaintiff’s claims of the plaintiff have been challenged by the Company based onarguing the legitimacy of the ownership derived fromits possession based on the concession title granted by the SCT.Ministry of Communications and Transportation.

 

Furthermore, the SCTMinistry of Communications and Transportation was called to appear in court to defend the interests of the Mexican Federal Government. As a result of the appearance by the SCTMinistry of Communications and Transportation in 2011, it was determined that the lawsuit could be heard at the federal level. However, after the Federal Court denied that it was competent to hear the lawsuit, a conflict arose which has been resolved by the Circuit Court of Appeals, through a ruling issued on January 13, 2013 that the judge who must hear the lawsuit is at the state or local level, rather than federal. The lawsuit is still under way at this time.

 

AtAs of the date of the financial statements the contingency remains in effect due to the continuing lawsuit because no final verdictruling has been issued to resolve such proceeding, and the SCTMinistry of Communications and Transportation has already been called to appear.appear in court. If the ruling goes against the Company, it believes that the economic effects of the lawsuit will be the obligation of the Mexican Federal Government, as established in the Concession Title and given that the title of the land is held with the Mexican Government and not with the Ciudad Juarez Airport,airport, for which reason the Company has not recorded any provision in this regard.

 

b.d.Other proceedings

1.Acapulco Airport

In December 2011, the Local Tax Audit Administration of the Tax Administration Service (SAT) of Acapulco conducted a fresh on-site visit toan audit of the Acapulco Airport (ACA),airport, after which it issued a new ruling and assessed an unpaid tax

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liability Ps.27,876Ps. 27,876 for the year 2006, as the base taxable profit for the distribution of profits and the application of 10% of the amount for profit sharing.profit-sharing. A motion for reconsideration was filed against this ruling, which confirmed the challenged ruling challenged and assessed a new unpaid tax liability for income taxISR and additional government charges of Ps.15,946,Ps. 15,946, as well as profit sharingprofit-sharing of Ps.2,787. AnPs. 2,787. The Company filed an action for annulment was filed against this latest ruling with the Federal Tax Court, which remains under way and no verdict has yet been issued.  The Company believes that ACA has sufficient elements to obtainissued a favorable outcome becauseruling to the concessionaire.

In compliance with the ruling challenged has no legal or factual basis to assessissued by the liabilities challenged, for which reason the Company expects a favorable result for the Company.

c.On February 9, 2012 the Apodaca officeRegional Court of the Mexican Social Security Institute (IMSS) assessed an unpaidPacific Zone, the Tax Administration Service once again issued the tax liability of Ps. 9,848, the notification of which was received on the Monterrey Airport (MTY)December 9, 2014. This tax liability was issued for the period from January 1, 2007 to December 31, 2010,2006 income taxes, surcharges, fines and restatements. The tax authority also determined additional payable employee statutory profit-sharing amounts of Ps. 2,015, in the amount of Ps.28,300, alleging unpaid Social Security fees. MTY filed a motion for reconsideration against this unpaid liabilityconformity with the IMSS, which in a ruling issued on June 17, 2014 by the Regional Court of May 23, 2012 confirmed the liability assessed against MTY. On August 20, 2012 MTY filed a proceeding for annulment against this ruling withPacific Zone and the Federal Tax Court. This lawsuit has yet to be resolved and the settlement of the unpaid tax liability has been secured with the IMSS by providing collateral. The Company believes that MTY has sufficient elements to obtain a favorable verdict, because the ruling challenged has no legal or factual basis to assess the liabilities challenged.

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d.At the Reynosa Airport (REX) an action for annulment was filed against theCourt when ruling on the motionaction for reconsideration, which confirmed the assessment of the unpaidannulment. This tax liability for income tax of the year 2007 and additional government charges for Ps.1,217, together with employee profit sharing for Ps.195. The lawsuit has yet towill once again be resolved and collateral has been granted for the unpaid tax liability with the SAT. The Company believes that REX has sufficient elements to obtain a favorable result because the ruling challenged has no legal or factual grounds to enable the authority to assess the liabilities challenged.

e.Real estate tax. This refers to different lawsuits and/or proceedings filed against different subsidiaries for nonpayment of the tax, in which the courts have ruled for the Company, based on the primary consideration that the respective real estate properties constitute publicly-owned assets and, therefore, are exempt from the payment of the tax; notwithstanding, at the date of this report, the following lawsuits are still in effect:

1.Reynosa Airport (REX) -There is an action for annulment challenging the demand for payment of Ps.117,654, without specifying the period of the debt. An action for annulment was filed against such demand, which has yet to be resolved.

In November 2011 and August 2012, the Municipality of Reynosa, Tamaulipas again demanded payment of the tax from REX for Ps.127,312 and Ps.1,119, respectively.  Actions for annulment were filed against this payment request, which have yet to be resolved.

2.Zihuatanejo Airport (ZIH) - In the month of October 2012, the Municipal Treasurer of Zihuatanejo de Azueta of the State of Guerrero, demanded the payment of Ps.2,178 from ZIH, to cover a debt for real estate tax, fines and enforcement expenses for the period from the second to the sixth bi-monthly periods of 2004 and from the first to the sixth bi-monthly periods of 2005.

An action for annulment was filed against this payment request with the Tax Court of the State of Guerrero. In October 2012 the Municipal Coordinator of Finances of Zihuatanejo de Azueta, Guerrero, assessed and again demanded from ZIH the payment of Ps.2,855 for real estate tax, surcharges and enforcement expenses, from the period from the first bi-monthly period of 2007 to the fifth bi-monthly period of 2012 as well as a fine for alleged nonpayment of the real estate tax from the first bi-monthly period of 2007 until the fifth bi-monthly period of 2012, for Ps.865, apart from Ps.57 for enforcement expenses. A new action for annulment was filed against this payment request with the Tax Court of the State of Guerrero.

As of the date of the financial statements, this contingency remains due to the fact that the trial is ongoing and pending resolution, and there is a precedent of an unfavorable ruling on April 17, 1997, when the Mexican Airport and Auxiliary Services Agency was managing the airport. The Company is hopeful that the court will change its criteria or that the applicable legislation will be modified, however a provision has been recognized for $1,269.

3.Ciudad Juárez Airport (CJS) - In May 2013, the Treasurer of the Municipality of Juárez, requested the payment of Ps.1,861from CJS, for a debt in which real estate tax is assessed for fiscal year 2013, presumably owed by CJS, and which consists of different debts for real estate tax derived from the third bi-monthly period of 1998, and fiscal years 1999 through 2012. A lawsuit was filed to challenge the payment request and as yet no final verdict has been issued.

f.Purchase and sale of land- Ordinary civil lawsuit filed against the Monterrey Airport (MTY) (as purchaser), DIAV, S. A. de C. V. (as vendor) and officials engaged in land purchase and sale transaction, in which a third party claims to be the owner of part of the real estate acquired by MTY. The compensation claimed derives from a comprehensive lawsuit of ownership and alleges the legal nonexistence of purchase and sale documents, and claims the real estate property which it presumably owns, and the nonexistence of the public instruments for the purchase and sale of real property, the legal and physical restoration of the land demanded, together with any appropriate improvements and rights.

The contingency is not quantified in the lawsuit. At the date of the financial statements, the contingency remains in effect because no final ruling has been issued in the lawsuit, in which the company that sold the land has already appeared to give evidence. The Company does not believe that an unfavorable outcome is probable.  Additionally, if the court rules against MTY, the Company believes that the economic effect of the lawsuit will be the obligation of the company that sold the land (DIAV, S.A. de C.V.), for which reason MTY has not recorded any provision in this regard.

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g.Amparo lawsuits related to the requests for municipal licenses:

Torreón

 

As a result of an inspection order executed on July 16, 2012 andnew challenge is currently being prepared, the request for municipal licenses for businesses (lessees) ofCompany is unable to anticipate the Airport, and to obtain the operating license of commercial premises and commercial licenses with the authorities of the municipality of Torreón, the municipal authority ordered and carried out the closing down of the commercial premises at the Airport located in the concourse and promotional advertisements inside and outside, but did not at the same time make such request for licenses to the airport as the holder of the airport concession.

The airport filed an amparo lawsuit against these acts, challenging the illegal nature of the closure and the request for the licenses, and obtained the definitive suspension of the lawsuit so that the closure seals were removed and the commercial operation of the airport could continue. In December 2013possible outcome. However, a favorable ruling was already issued in the lawsuit, granting court relief to the airport at the federal level, and instructing the authorities to invalidate the municipal proceedings because they have no powers to demand licenses inasmuch as the airport is an exclusively federal facility. The authorities challenged the federal verdict and the lawsuit is still being heardthis regard by the AppealsFederal Tax Court.

 

Monterrey

On November 19, 2013, the Apodaca municipality executed the inspection order and closed the commercial premises located in the Monterrey Airport (Strip mall, gas station and industrial park) because they did not have multiple licenses for ground use and/or construction and/or building.

An amparo lawsuit was filed against these acts challenging the closing down and unconstitutionality of the municipal rules applied; the lawsuit was admitted and the court granted a provisional suspension so that the municipal authorities could remove the closure seals and enable the businesses to continue operations.

Furthermore, the municipality notified the airport in a different official ruling that «after a detailed analysis of the acts challenged, it had detected flaws in them», for which reason it invalidated the closure actions.

Even though the municipality invalidated the closure actions and the official notices ordering such closure, it is not barred from enforcing them again. If there is a new official request from the municipality, the lawsuit filed will be expanded and the issue of unconstitutionality will be considered in the lawsuit under way.

Company counsel believes that proceedings hat remain in process will be resolved favorably for the Company without any adverse economic impact to the financial position of the Company.

 

21.                     Risk management

 

a.Significant accounting policies

 

The details of the significant accounting policies and adopted methods (including recognition, valuation and basis of recognition of related income and expenses) for each class of financial asset, financial liability and equity instrument is disclosed in Note 4.

 

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b.Categories of financial instruments and risk management policies

 

The mainprincipal categories of financial instruments are:

 

 

 

 

December 31,

 

 

 

 

December 31,

 

 

 

 

2013

 

2012

 

 

 

 

2014

 

2013

 

Financial assets

 

Classification of risk

 

 

 

 

 

 

Risk classification

 

 

 

 

 

Cash and cash equivalents

 

Credit and interest rate

 

Ps.

 2,808,149

 

Ps.

 1,534,006

 

Receivables

 

Credit and exchange rate

 

319,890

 

304,769

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Credit and

interest rate

 

Ps.

1,534,006

 

Ps.

1,152,433

 

Customers

 

Credit

 

304,769

 

287,808

 

Other receivables

 

Credit

 

126,764

 

53,227

 

 

 

 

December 31,

 

 

Risk classification

 

2014

 

2013

 

Financial liabilities

 

 

 

 

 

 

 

Short-term debt

 

Interest rate, exchange rate and liquidity

 

Ps.

 -

 

Ps.

 99,421

 

Long-term debt

 

Interest rate, exchange rate and liquidity

 

4,724,401

 

3,004,114

 

Trade accounts payable (1)

 

Liquidity

 

248,002

 

219,082

 

Accrued expenses (2)

 

Liquidity

 

187,603

 

165,390

 

Accounts payable to related parties

 

Liquidity

 

72,111

 

107,440

 

 

 

 

 

 

December 31,

 

Financial liabilities

 

Classification of risk

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Short-term debt

 

Interest rate and Liquidity

 

Ps.

99,421

 

Ps.

550,000

 

Long-term debt

 

Interest rate and Liquidity

 

3,004,114

 

1,538,209

 

Trade accounts payable

 

Liquidity

 

226,184

 

163,303

 

Accrued expenses

 

Liquidity

 

219,012

 

185,954

 

Accounts payable to related parties

 

Liquidity

 

107,440

 

138,979

 

(1)  Does not include the payments of employee statutory profit-sharing amounts, which were Ps. 9,554 and Ps. 7,102 as of December 31, 2014 and 2013, respectively.

(2)  Does not include taxes payable, which amounted to Ps. 81,625 and Ps. 53,622 as of December 31, 2014 and 2013, respectively.

 

Based on the nature of its activities, the Company is exposed to different financial risks, mainly as a result of its ordinary business activities and its debt contracts entered into to finance its operating activities. The Company’s corporate treasury department provides services to the operating units to coordinate the entry into domestic and international markets and monitors and manages the financial risks relating to the operations of the Company. These risks includes market risk (interest rate risk and foreign currency risk), credit risk and liquidity risk.

 

Periodically, the Company’s management assesses risk exposure and reviews the alternatives for managing those risks, supervising and managing the financial risks through internal risk reports which

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analyze exposures by degree and magnitude of risks. The Board of Directors sets and monitors policies and procedures to measure and manage the risks to which the Company is exposed, which are described below.

 

c.Market risk

 

Interest rate risk management – This risk principally stems from changes in the future cash flows of debt entered into at variable interest rates (or with short-term maturity and presumable renewal) as a result of fluctuations in the market interest rates. The purpose of managing this risk is to lessen the impact in the cost of the debt due to fluctuations in such interest rates.

 

The risk is also managed by the Company through maintaining an appropriate combination of fixed rate loans and variable rate loans. As of December 31, 2014, the Company had an approximate Ps. 4,742,032 in outstanding debt, of which 94.9% has a fixed interest rate and 5.1% a variable interest rate. As of December 31, 2013, the Company had an approximate Ps.3,013,563Ps. 3,013,563 in outstanding debt, of which 50%49.8% has a fixed interest rate and 50%50.2%, a variable interest rate.

 

The contracted credit lines have interest payments at a variable rate, which exposes the Company to interest rate risk as a result of fluctuations in market interest rates. The risk exposure is mainly caused by the variations that could occur in the 28-day TIIE rate and the 3-month Libor rate.three -month LIBOR rate.

 

The Company manages this risk monitoring constantly the changes of such interest rates. In recent years, the 28-day TIIE and 3-monththree -month LIBOR have decreased. The 28-day TIIE was at its historical low in November 2013 (3.7765%September 27, 2014 (3.274%) while the 3-monththree -month LIBOR was at its historic low in November 2013 (0.2359%May 1, 2014 (0.2229%). Therefore, the Company has not entered into hedging instruments to hedge the risk of a rise in such interest rates. In the future, if the behavior of the referenced rates established in its debt instruments changes and trends upwards, the Company may decide to enter into hedging instruments.

 

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Analysis of interest-rate sensitivity–Sensitivity analysis for interest rates The following sensitivity analyses areanalysis is based on the assumption of an adverse change inunfavorable movement of basis points in interest rates, in the indicated amounts indicated, applicable to each category of variablefloating rate financial liability. These sensitivity analyses cover all the debt of the Company.liabilities. The Company determines its sensitivity analyses by applying the hypothetical interest rate to its outstanding debt.(reference rate increased at the rate specified plus surcharge) for each category of financial liabilities accruing interest at a variable rate.

 

As of December 31, 2014 and 2013, 2012 and 2011, the Company maintained a long-term debt, balance of Ps.3,013,563, Ps. 1,543,317 and Ps. 1,557,125, respectively,including the current portion, which generatedaccrue interest expense at a variable rate of Ps. 242,032 and Ps. 1,513,563, respectively (see Notes 14 and 15, which disclosesdisclose the outstanding balances contractualand interest rates and maturities of the Company’s financial instruments). The accruedA hypothetical, instantaneous and unfavorable 10% change in the interest atrate TIIE 28-day and three-month LIBOR applicable to the endoutstanding debt with floating rates would have resulted in an additional financing expense of 2013, 2012 and 2011 for this debt wasapproximately Ps. 143,836,3,220, Ps. 95,18414,384 and Ps. 93,735, respectively.

If the 28-day TIIE9,518 for 2014, 2013 and 3-month LIBOR would have increased by 10%, accrued interest expense would have been Ps. 158,220, Ps. 104,702 and Ps. 101,374 in 2013, 2012, and 2011, respectively. The increase was determinedcalculated for U.S. dollar debt based on the long term debt in U.S. dollars using theyear-end exchange rate forof each year. (Ps 13.0652 for 2013, Ps.12.8609 for 2012year (Ps. 14,7348, Ps. 13,0652 and Ps. 13.992212,8609 for 2011)2014, 2013 and 2012, respectively).

 

Foreign exchangeExchange risk management – The Company performs transactions denominated in foreign currency; consequently, it is exposed to exchange rate risks, which are managed within the parameters of established and approved policies. The main risk related to the exchange rate involves changes in the value of the Mexican peso against the U.S. dollar.

 

An appreciation of the Mexican peso against the U.S. dollar would reduce the dollar-denominated revenues and the Company’s obligations under dollar-denominated debt when expressed in pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s dollar-denominated revenues and obligations under debt agreements when expressed in pesos.

A severe devaluation or appreciation of the Mexican peso could also result in an interruption in the international currency markets and could limit the ability to transfer or convert pesos to U.S. dollars and other currencies in order to make timely payments of interest and principal on the related obligations expressed in U.S. dollars or in other currencies.While the Mexican Government does not currently restrict, and since 1982 has not restricted, the right or ability of individuals or corporations Mexican or foreign to convert pesos into U.S. dollars or other currencies persons and to transfer out of Mexico, the Mexican Government could institute restrictive exchange control policies in the future. There can be no assurance that the Bank of Mexico will maintain its current policy on weight. The fluctuation of the currency may have an adverse effect on the financial position of the Company, results of operations and cash flows in future periods.

 

Historically, a significant portion of the revenues generated by ourthe Company’s airports (mainly derived from TUA charged to international passengers) are denominated in U.S. dollars or linked to U.S. dollars, although such revenues are collected in pesos based on the average exchange rate of the previous month. The 13.41%, 14.04% and 11.5% ofOf consolidated revenues (excluding construction services revenues) of the Company,

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13.3%, 13.46% and 14.04% were from TUA of international passengers in 2014, 2013 2012 and 2011,2012, respectively. Substantially all other revenues of the Company are denominated in pesos. Based on an appreciation of 10% of the peso against the U.S. dollar, the Company believes that its revenues would have decreased by $41,282, $Ps. 45,524, Ps. 41.282 and Ps. 39,595 in 2014, 2013 and $ 32,1692012, respectively.

An appreciation of the Mexican peso against the U.S. dollar would reduce the U.S. dollar-denominated revenues and the Company’s obligations under U.S. dollar-denominated debt when expressed in 2013, 2012pesos, whereas a depreciation of the peso against the U.S. dollar would increase the Company’s U.S. dollar-denominated revenues and 2011, respectively.obligations under debt agreements when expressed in pesos.

For the year ended December 31, 2014, the peso had depreciated against the U.S. dollar by 13%, relative to the exchange rates prevailing at the end of 2013.

 

Foreign currency sensitivity analysis -  The following sensitivity analyses are based on an instantaneous and unfavorable change in exchange rates which affect the foreign currencies in which the Company’s debt is expressed. These sensitivity analyses cover all the assets and liabilities denominated in foreign currency. Sensitivity is determined by applying a hypothetical exchange rate change to those items, including the outstanding debt expressed in foreign currency.

 

Based on anAs of December 31, 2014 and 2013, a hypothetical, instantaneous and unfavorable change of 10% in the exchange rate of the peso against the U.S. dollar, applicable in the Company estimates that at December 31, 2013 and 2012 the value of its receivables and debt for $18,605 and $19,629 thousandsCompany’s liability positions net of U.S. dollars,$ 15,362 and U.S.$ 18,605 would have resulted in an estimated exchange loss estimated of approximately $3,807Ps. 22,636 and $4,016,Ps. 24,308, as of December 31, 2014 and 2013, respectively.

 

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The carrying values of monetary assets and liabilities denominated in foreign currencycurrencies at the end of the reporting period are as follows (amounts in thousands):

 

 

Liabilities

 

Assets

 

 

Liabilities

 

Assets

 

 

December 31,

 

December 31,

 

 

December 31,

 

December 31,

 

Currency

 

2013

 

2012

 

2013

 

2012

 

 

2014

 

2013

 

2014

 

2013

 

U.S. dollars

 

U.S.$

(19,272)

 

U.S.$

(22,709)

 

U.S.$

3,909

 

U.S.$

4,104

 

 

 

 

 

 

 

 

 

 

U.S. dollars

 

(22,709

)

(23,221

)

4,104

 

3,592

 

 

The transactions in thousands of U.S. dollars for the years ended, December 31, 2014 and 2013, and 2012, wereare as follows:

 

 

Year ended December 31,

 

 

Year ended December 31,

 

 

2013

 

2012

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

Technical assistance

 

US$

5,101

 

US$

5,935

 

 

U.S.$

5,596

 

U.S.$

5,101

 

Insurance

 

2,199

 

1,478

 

 

2,179

 

2,199

 

Purchase of machinery and maintenance

 

5,398

 

5,678

 

 

13,087

 

5,398

 

Software

 

1,200

 

-

 

Professional services, fees and subscriptions

 

2,614

 

153

 

 

1,183

 

2,614

 

Others

 

3,503

 

3,260

 

 

3,844

 

3,503

 

 

Pertinent exchange rate information at the date of the consolidated statements of financial position is as follows:

 

 

December 31, 2013

 

December 31, 2012

 

 

FIX

 

 

 

 

FIX

 

Buy

 

Sell

 

 

December 31,

 

December 31, 2012

 

US dollar exchange rate

 

 

 

 

 

 

 

 

2014

 

2013

 

Purchase

 

Sale

 

U.S. dollar exchange rate

 

 

 

 

 

 

 

 

 

Interbank

 

Ps.

13.0652

 

Ps.

12.8409

 

Ps.

12.8609

 

 

Ps.

 14.7348

 

Ps.

 13.0652

 

Ps.

 12.8409

 

Ps.

 12.8609

 

 

 

 

 

 

 

 

 

As of April 24, 2014,27, 2015, the issuance date of the financial statements, the interbank FIX Interbank exchange rate was Ps.13.1010.Ps. 15.33213.

 

d.Credit Risk

 

Credit risk management – Credit risk refers to the risk whereby one of the parties defaultdefaults on its contractual obligations, thereby generating a financial loss for the Company. The objective of this risk management is to reduce its impact by reviewing the solvency of the Company’s potential customers.

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Table of Contents

The creditworthiness of uncollected amounts is periodically evaluated estimates of recoverable amounts are reviewed, resulting in reserves for those amounts whose recover is considered doubtful, with corresponding entries to the statements of income and other comprehensive income in the period of review. The credit risk has historically been very limited.

 

The Company’s maximum credit risk exposure is presented in the amounts included in the table in subsection b) as well as within the past due but not impaired analysis of accounts receivable, included in Note 7.

 

The Company adopted a policy to only doescarry out transactions with solvent parties and obtain sufficient collateral where appropriate as a means of mitigating the risk of financial loss due to possible default. The Company trades only with thoseentities that have the best possible risk rating. The Company’s credit exposure is reviewed and approved by senior management committees.committees of the Company. The credit risk derived fromon cash and cash equivalents is limited because the counterparties are banks with high credit ratings assigned by credit bureaus. The financialrating agencies. Financial instruments whichthat potentially expose the Company to credit risks are primarily composed by customers and other receivables.

risk consist mainly of accounts receivable.

 

The customers balance is primarily comprised of TUA collected by airlines for each passenger traveling using air terminals and subsequently delivered to the Company. The Company has established three credit optionsoptions: 30, 45 and 60 days. These days are granted depending on the guarantee that the customer can provide. In case of default, customers will be subject to penalty interests and/or a legal collection process. For both credit customers and cash customers, there are established

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Table of Contents

guarantees, which may include the following: Trust,trust, deposit, letter of credit, liquid credit, mortgage and collateral.

 

As of December 31, 20132014 and 2012,2013, the Company had Ps.185,152Ps. 184,579 and Ps.190,004Ps. 185,152 as an allowance for doubtful accounts, principally related with accounts receivables from customers.the bankruptcy filing of Grupo Mexicana de Aviación for Ps. 145,845. The failure of not recovering the money from this type of claim would not have a material adverse impact on the liquidity and financial condition of the Company.

 

The Company considers that the other receivables do not cause significant concentrations of credit risk.

e.Liquidity risk

 

LiquidityManagement of liquidity risk management– This risk is generated by temporary differences between the funding required by the Company to fulfill business investment commitments, debt maturities, current asset requirements, etc., and the origin of funds generated by the regular activities of the Company and different types of bank financing. Also, different economic or industry factors, such as financial crises or suspension of operations of any airline could affect the cash flow of the Company. The objective of the Company in the management of this risk is to maintain a balance between the flexibility, period and conditions of credit facilities contracted to manage short, medium and long-term funding requirements. In this regard, the Company’s use of project financing and debt with limited resources described in NoteNotes 14 and 15 and the short-term financing for working capital of current assets are significant. The Executive Committee of the Company is ultimately responsible for liquidity management. This Committee has established an appropriate framework for liquidity management guidelines. The Company manages its liquidity risk by maintaining reserves, adequate financial facilities and adequate loans, while constantly monitoring projected and actual cash flows and reconciling the maturity profiles of financial assets and liabilities. Additionally, as mentioned in Note 14, the Company has available credit lines for working capital.

 

The following table shows the remaining contractual maturities of the Company’s financial liabilities.liabilities with agreed repayment periods. This table has been prepared based on the projected non-discounted cash flows of financial liabilities at the date on which the Company mustwill make payments. The table includes projected interest cash flows such as disbursements required for theand capital repayments of financial debt included in the consolidated statement of financial position. AsTo the extent that interest is accrued at variable rates, the non-discounted amount is derived from interest rate curves at the end of the reporting period. Contractual maturity is based on the earliest date when the Company must make the respective payment.

 

F-46

  As of December 31, 2013

 

2014

 

2015-2017

 

2018-2020

 

After 2021

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term debt

 

Ps.

99,421

 

 

Ps.

-

 

Ps.

 

 

Ps.

-

 

Ps.

99,421

 

Long-term debt

 

33,588

 

 

1,394,560

 

76,536

 

1,508,879

 

3,013,563

 

Interest (1)

 

163,291

 

 

424,250

 

302,970

 

216,603

 

1,107,114

 

Trade accounts payable

 

226,184

 

 

-

 

-

 

-

 

226,184

 

Accrued expenses

 

219,012

 

 

-

 

-

 

-

 

219,012

 

Accounts payable with related parties

 

107,440

 

 

-

 

-

 

-

 

107,440

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Ps.

848,936

 

 

Ps.

1,818,810

 

Ps.

379,506

 

Ps.

1,725,482

 

Ps.

4,772,734

 



Table of Contents

As of December 31, 2014

 

2015

 

2016-2018

 

2019-2021

 

2022 onward

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

Ps.

 47,105

 

Ps.

 125,092

 

Ps.

 3,069,835

 

Ps.

 1,500,000

 

Ps.

 4,742,032

 

Interest(1)

 

311,448

 

934,845

 

806,183

 

118,078

 

2,170,554

 

Trade accounts payable

 

248,002

 

-

 

-

 

-

 

248,002

 

Accrued expenses

 

187,603

 

-

 

-

 

-

 

187,603

 

Accounts payable with related parties

 

 

72,111

 

-

 

-

 

-

 

72,111

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Ps.

 866,269

 

Ps.

 1,059,937

 

Ps.

 3,876,018

 

Ps.

 1,618,078

 

Ps.

 7,420,302

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31,2013

 

2014

 

2015-2017

 

2018-2020

 

2021 onwards

 

Total

 

Short-term debt

 

Ps.

 99,421

 

Ps.

 -

 

Ps.

 -

 

-

 

Ps.

 99,421

 

Long-term debt

 

33,588

 

1,394,560

 

76,536

 

1,508,879

 

3,013,563

 

Interest(1)

 

163,291

 

424,250

 

302,970

 

216,603

 

1,107,114

 

Trade accounts payable

 

219,082

 

-

 

-

 

-

 

219,082

 

Accrued expenses

 

165,390

 

-

 

-

 

-

 

165,390

 

Accounts payable with related parties

 

107,440

 

-

 

-

 

-

 

107,440

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

Ps.

 788,212

 

Ps.

 1,818,810

 

Ps.

 379,506

 

Ps.

 1,725,482

 

Ps.

 4,712,010

 

 

(1)  ProjectedThe projected interest wasis determined based on TIIE and LIBOR and assuming an exchange rate of Ps.13.0652Ps. 14.7348 and Ps. 13.0652 (as of December 31, 2014 and 2013, respectively) per U.S.$1.00.

 

The amounts forming part of the debt contracted with credit institutions include fixed and variable rate instruments. Variable-rate financial liabilities are subject to change when variable interest rates differ from the estimated interest rates determined at the end of the reporting period.

 

The Company expects to meet its obligations under its liabilities with its operational cash flows and resources received from the maturity of its financial assets. Additionally, the Company has access to lines of credit with certain financial institutions.

 

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Table of Contents

f.Financial instrumentsInstruments at fair value

 

This note provides information about how the Company determines fair values of various financial assets and financial liabilities.

 

Except as detailed in the following table, the Company considers that the carrying amounts of financial assets and financial liabilities recognized in the consolidated financial statements approximate their fair values.values

 

 

 

December 31,

 

 

 

2013

 

Financial liabilities:

 

Carrying amount

 

Fair value

 

 

 

 

 

 

 

Long-term bank loans

 

Ps.

3,013,563

 

Ps.

3,068,455

 

 

December 31, 2014

 

December 31, 2013

 

Financial liabilities:

 

Carrying amount

 

Fair value

 

Financial liabilities:

 

Carrying amount

 

 

 

 

 

 

 

 

 

 

Long-term debt(1)

 

Ps.

 4,742,032

 

Ps.

 4,663,611

 

Ps.

 3,013,563

 

Ps.

 3,068,455

 

 

Hierarchy of fair value at December 31, 2013

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

Hierarchy of fair value as of December 31, 2014

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

Long-term bank loans

 

Ps.

-

 

Ps.

3,068,455

 

Ps.

-

 

Ps.

3,068,455

 

 

 

 

 

 

 

 

 

 

Long-term debt(1)

 

Ps.

 -

 

Ps.

 4,663,611

 

Ps.

 -

 

Ps.

 4,663,611

 

 

 

 

 

Hierarchy of fair value as of December 31, 2013

 

Financial liabilities:

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

Long-term debt(1)

 

Ps.

 -

 

Ps.

 3,068,455

 

Ps.

 -

 

Ps.

 3,068,455

 

 

(1)The fair values of the financial assets and financial liabilities included in the level 2cateogory2 category above have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects the credit risk of counterparties.

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Table of Contents

 

22.                     Stockholders’Shareholders’ equity

 

a.                            Equity risk management

 

The objectives of the Company with respect to management of equity risk is to maintain an optimum financial-net worth structure, to reduce capital costs and safeguard its capacity to continue its operations with solid indebtedness ratios.

 

The Company is not subject to any externally imposed requirements for managing capital.

 

The Company manages its capital to ensure its ability to maximize the return on investment of its shareholders through three primary strategic objectives, as follows:

 

1.Cost and expense optimization – Indicators of this objective are evaluated excluding revenues from construction services, construction costs, and the maintenance provision as such amounts do not affect cash flows. This indicator allows management to assess the ratio of costs and expenses to revenues.

 

Increases in2.Increased cash flows and optimizeoptimization of financial position.

 

3.Revenue growth – For this purpose, the Company monitors indicators associated with aeronautical and non-aeronautical revenues. On a monthly basis, the Company’s management provides quarterly updates to the Strategic Planning Committee to EMICA,Empresas ICA, who provide oversight and review compliance with this objective.

 

The Strategic Planning Committee assesses and reviews these objectives on a quarterly basis. As part of the review, this Committee considers the cost of capital and risks associated with the Company’s strategic objectives.

 

b.                            As of December 31, 20132014 and 2012,2013, the total number of Class I approved shares was 400,000,000, of which 58,800,000, correspond to Series “BB” and 341,200,000 to Series “B”.

 

F-46c.Subscribed and paid-in capital stock as of December 31, 2014 and 2013, is comprised of ordinary, nominal shares, composed as follows:

 

 

December 31, 2014

 

 

 

 

Shares

 

Common stock

 

 

 

 

 

 

 

Fixed Capital:

 

 

 

 

 

Series B, Class I

 

341,200,000

 

Ps.

1,287,494

 

Series BB, Class I

 

58,800,000

 

220,952

 

Shares in treasury

 

(4,620,150

)

 

(17,423

)

 

 

 

 

 

 

 

 

395,379,850

 

Ps.

1,491,023

 

 

 

 

 

 

 

December 31, 2013

 

 

 

 

Shares

 

Common Stock

 

 

 

 

 

 

 

Fixed Capital:

 

 

 

 

 

Series B, Class I

 

341,200,000

 

Ps.

2,311,094

 

Series BB, Class I

 

58,800,000

 

397,352

 

Shares in treasury

 

(1,440,783

)

 

(9,755

)

 

 

 

 

 

 

 

 

398,559,217

 

Ps.

2,698,691

 

d.At the Ordinary Shareholders’ Meetings held on April 10, 2014 and April 16, 2013, the approval of the results for the years ended December 31, 2013 and 2012, respectively, were approved.

e.As of December 31, 2014, the Company had in its treasury, repurchased shares in the amount of Ps. 247,522. Such amount is represented by 4,620,150 common shares. In 2014, 3,179,367 shares were repurchased, which reduced the common stock and the share repurchase reserve by Ps. 7,668 and Ps. 132,326, respectively. The weighted average outstanding shares is impacted according to the dates in

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Table of Contents

 

c.Subscribed and paid-in capital stock at December 31, 2013 and 2012, is comprised of ordinary, nominal shares, composed as follows:

 

 

December 31, 2013

 

 

 

Number of Shares

 

 

Capital Stock

 

 

 

 

 

 

 

 

Fixed Capital:

 

 

 

 

 

 

Series B, Class I

 

341,200,000

 

 

Ps

. 2,311,094

 

Series BB, Class I

 

58,800,000

 

 

 

397,352

 

Stock in treasury

 

(1,440,783

)

 

 

(9,755

)

 

 

 

 

 

 

 

 

 

 

398,559,217

 

 

Ps.

 2,698,691

 

 

 

December 31, 2012

 

 

 

Number of Shares

 

 

Capital Stock

 

 

 

 

 

 

 

 

Fixed Capital:

 

 

 

 

 

 

Series B, Class I

 

341,200,000

 

 

Ps.

 3,337,328

 

Series BB, Class I

 

58,800,000

 

 

 

571,119

 

Stock in treasury

 

(872,473

)

 

 

(11,279

)

 

 

 

 

 

 

 

 

 

 

399,127,527

 

 

Ps.

 3,897,168

 

d.At the Ordinary Shareholders’ Meeting held on April 16, 2013 and April 18, 2012, the approval of the results for the years ended December 31, 2012 and 2011 was approved, respectively.

e.As of December 31, 2013, the Company has in treasury, repurchased shares in the amount of Ps.92,950. Such amount is equivalent to 1,440,783 common shares, which reduce the capital stock and the share repurchase reserve by Ps. 9,755 and Ps. 83,195, respectively. The weighted average outstanding shares is impacted according to the dates in which the Company’s shares were repurchased. As of December 31, 2013,2014, the market price per share of the Company was Ps.43.75.Ps. 67.83.

 

f.                              OnAt the Extraordinary Shareholders’ Meeting held on April 16, 2013, at an Extraordinary General Meeting of Shareholders,10, 2014, the shareholders approved a capital reduction by reimbursement to its shareholders in cash, for $1,200,000,an amount equal to Ps. 1,200,000 without affecting totaldecreasing the number of shares of authorized capital, pursuantby repayment to shareholders at Ps. 3.0 per share. The amount paid to shareholders was Ps. 1,188,581; the remaining Ps. 11.419 corresponds to shares in treasury.

g.The Ordinary Shareholders’ Meeting held on April 10, 2014, increased legal reserves by Ps. 16.039 was approved.

h.At the Extraordinary Shareholders’ Meeting held on April 16, 2013, the shareholders approved a capital reduction by reimbursement to shareholders in an amount equal to Ps. 1,200,0000 without decreasing the number of Ps.3.00shares of authorized share capital, by reimbursement to shareholders at Ps. 3.00 per share. In addition was approved a decrease to the repurchase reserve of Ps.4,774.Ps. 4,774 was approved.

 

g.i.                                At the Ordinary Shareholders’ Meeting held on April 16, 2013, the shareholders approved an increase in the reserve fund for the purchase of Company shares up to Ps.400,000,Ps. 400,000, authorizing the availability to repurchase shares of the Company up to that maximum amount.

 

h.j.                               During 20132014 and 2012,2013, the Company repurchased 3,179,367 and resold, respectively 568,310 and 278,827 of its owntreasury shares, respectively, withfor a value of Ps.24,608Ps. 154,498 and Ps.7,227Ps. 24,608 (nominal value), respectively.

 

i.k.                            Pursuant to a resolution ofShareholders’ equity, except restated paid-in capital and tax retained earnings, will be income tax on dividends by the Extraordinary General Shareholders’ Meeting on April 18, 2012, the Company’s minimum fixed common stock was reduced by Ps.500,000, without reducing the number of shares of the authorized common stock, through the reimbursement thereofCompany to the shareholderseffect upon the distribution rate. Any tax paid on such distribution may be credited against income tax for the year in which the amount of Ps.1.25 per share.tax on dividends and the following two years, against the tax for the year and interim payments thereof is paid.

 

j.Pursuant to a resolution of the Ordinary General Shareholders’ Meeting on April 18, 2012, an increase in the legal reserve of Ps.19,769 was approved and an increase in the share repurchase reserve of Ps.2,714 was approved.

k.l.                                Retained earnings include the statutory legal reserve. TheUnder the Mexican General Corporate Law, requires that at least 5% of the year’s net income of the yearprofits must be transferred to theplaced in a legal reserve until the reserve equals an amount representing 20% of capital stock at par value (historical pesos).value. The legal reserve may be capitalized but may not be distributed unless the entityCompany is dissolved.  The legal reservedissolved, and must be replenished if it is reduced for any reason. As of December 31, 2014 and 2013, the amount totaled Ps. 220,515 and 2012, the legal reserve, was Ps.204,476 and Ps.184,901.Ps. 204,476, respectively.

l.Stockholders’ equity, except restated paid-in capital and tax retained earnings, will be subject to

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Table of Contents

income tax at the rate in effect when a dividend is distributed.  Any tax paid on such distribution may be credited against the income tax payable of the year in which the tax on the dividend is paid and the two fiscal years following such payment.

 

23.                     Accumulated other comprehensive income

 

Accumulated other comprehensive income is as follows:

 

 

 

 

Labor obligations

 

 

 

Amount

 

Taxes

 

Total

 

Balance January 1, 2012

 

Ps.

-

 

Ps.

-

 

Ps.

-

 

Movements of the year

 

(11,313)

 

3,390

 

(7,923)

 

Balance December 31, 2012

 

(11,313)

 

3,390

 

(7,923)

 

Movements of the year

 

(2,851)

 

843

 

(2,008)

 

 

 

 

 

 

 

 

 

Balance December 31, 2013

 

Ps.

(14,164)

 

Ps.

 4,233

 

Ps.

 (9,931)

 

 

 

 

Labor obligations

 

 

 

 

 

 

 

 

 

 

 

Amount

 

Taxes

 

Total

 

 

 

 

 

 

 

 

 

Balance January 1, 2012

 

Ps.

-

 

Ps.

-

 

Ps.

-

 

Movements of the year

 

(11,313

)

 

3,390

 

(7,923

)

 

Balance December 31, 2012

 

Ps.

(11,313

)

Ps.

3,390

 

Ps.

(7,923

)

Movements of the year

 

(2,851

)

 

843

 

(2,008

)

 

Balance December 31, 2013

 

(14,164

)

4,233

 

(9,931

)

Movements of the year

 

437

 

(131

)

 

306

 

Balance December 31, 2014

 

Ps.

(13,727

)

 

Ps.

4,102

 

Ps.

(9,625

)

 

 

Other comprehensive income is comprised of the effects of labor obligations.

 

24.                    Other income

 

Other expense (income), net, consists of the following:

 

F-49

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

(Gain) loss on sale of equipment

 

Ps.

(30,967)

 

Ps.

1,311

 

Ps.

(161)

 

Loss from damage to improvements to concessioned assets and equipment

 

44,172

 

-

 

-

 

Insurance recovery

 

(51,561)

 

-

 

-

 

Other

 

(11,426)

 

(11,235)

 

(590)

 

 

 

 

 

 

 

 

 

 

 

Ps.

 (49,782)

 

Ps.

 (9,924)

 

Ps.

 (751)

 



Table of Contents

 

 

Year ended December 31,

 

 

 

 

 

 

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

(Gain) loss on sale of equipment

 

Ps.

1,651

 

Ps.

(30,967

)

Ps.

1,311

 

Loss from damage to improvements to concessioned assets and equipment

 

-

 

44,172

 

-

 

Insurance recovery

 

(19,024

)

(51,561

)

-

 

Other

 

3,719

 

(11,426

)

 

(11,235

)

 

 

 

 

 

 

 

 

 

 

Ps.

(13,654

)

 

Ps.

(49,782

)

 

Ps.

(9,924

)

 

25.                     Related party balances and transactions

 

a.                            The accounts payable with related parties are as follows::

 

 

 

December 31,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Empresas ICA, S. A. B. de C. V. (EMICA) (1)

 

Ps.

 32,488

 

Ps.

 51,387

 

Servicios de Tecnología Aeroportuaria, S. A. de C. V. (SETA) (1)

 

38,181

 

45,547

 

Nacional Hispana Hoteles, S. de R. L. de C. V. (2)

 

26,891

 

29,340

 

ICA Ingeniería S.A. de C.V. (2)

 

1,340

 

-

 

Ingenieros Civiles Asociados, S. A. de C. V. (“ICASA”) (2)

 

8,540

 

12,705

 

 

 

 

 

 

 

Total

 

Ps.

 107,440

 

Ps.

 138,979

 

 

 

December 31,

 

 

 

 

2014

 

2013

 

Payables:

 

 

 

 

 

Empresas ICA(1)

 

Ps.

-

 

Ps.

32,488

 

Servicios de Tecnología Aeroportuaria, S. A. de C. V. (“SETA”)(2)

 

50,219

 

38,181

 

Nacional Hispana de Hoteles, S. de R. L. de C. V.(1)

 

21,892

 

26,891

 

ICA Ingeniería S. A. de C. V.(2)

 

-

 

1,340

 

Ingenieros Civiles Asociados, S. A. de C. V.(2)

 

-

 

8,540

 

 

 

 

 

 

 

Total

 

Ps.

72,111

 

Ps.

107,440

 

(1)  Holding Company

(2)  Affiliated company

 

(1)   b.Holding companyThe principal transactions with related parties performed in the normal course of business, are as follows:

 

 

Year ended December 31,

 

 

 

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Capital Investment

 

 

 

 

 

 

 

Transportation equipment

 

Ps.

-

 

Ps.

-

 

Ps.

6,867

 

SAP

 

15,917

 

-

 

-

 

Hotel

 

29,937

 

-

 

-

 

Expenses:

 

 

 

 

 

 

 

Technical assistance payments received and travel expense

 

82,461

 

66,643

 

67,365

 

Maintenance of transportation equipment

 

-

 

-

 

3,416

 

Major maintenance and improvements on concessioned assets:

 

 

 

 

 

 

 

Platform

 

22,833

 

5,416

 

22,375

 

Runway

 

36,263

 

64,500

 

67,043

 

Improvements on concessioned assets:

 

 

 

 

 

 

 

Platform

 

20,315

 

-

 

-

 

Terminal

 

1,307

 

-

 

-

 

Income

 

 

 

 

 

 

 

Interest

 

2,112

 

-

 

-

 

Management services

 

463

 

-

 

-

 

(2)   Affiliated companyOn April 22, 2014, GACN issued a short-term promissory note (pagaré) to a subsidiary of Empresas ICA with a principal amount of Ps. 100,000 and an annual interest rate based on market prices; and as an advance of part of the reimbursement of capital that a subsidiary of Empresas ICA would receive in the following months. On May 21, 2014, the subsidiary of Empresas ICA repaid the principal and interest on this short-term promissory note.

 

F-48F-50



Table of Contents

 

b.Transactions with related parties, carried out in the ordinary course of business, were as follows:

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Capital investments - transport equipment

 

Ps.

-

 

Ps.

6,867

 

Ps.

-

 

Expenses:

 

 

 

 

 

 

 

Payments for technical assistance and travel expenses

 

66,643

 

67,365

 

55,150

 

Maintenance of transport equipment

 

-

 

3,416

 

-

 

Major maintenance and improvements on concessioned assets:

 

 

 

 

 

 

 

Platform

 

5,416

 

22,375

 

9,373

 

Runway

 

64,500

 

67,043

 

36,537

 

Improvements on concession assets:

 

 

 

 

 

 

 

Terminal B

 

-

 

-

 

14,049

 

For the years ended December 31, 2013, 2012, and 2011, the aggregate compensation of theRemuneration to directors and executive officers paid or accrued for services in all capacities, was approximately Ps.14, 197, Ps.13,803 and Ps. 13,209, respectively.  Also, was paid from January to April 2013 Ps.44, from May to December 2013 Ps.50, net of taxes, for each Board of Directors meeting or corporate practices committee, finance and sustainability meeting or audit committee meeting they attended during those years. Additionally, the Company paid Ps.764, Ps. 660 and Ps.520 of emoluments, net of taxes, to president ofwho sit on the Board of Directors and Executive, Audit, Corporate Governance, Finance and Sustainability Committees totaled Ps. 16,082, Ps. 15,289 and Ps. 12,043 for 2014, 2013 and 2012, respectively. In addition, remuneration to the year ended December, 31,Chairman of the Board totaled Ps. 850, Ps. 764 and Ps. 616 for 2014, 2013 and 2012, and 2011, respectivelyrespectively.

 

Employee benefits — BenefitsBenefits – Employee benefits granted to key management personnel of the Company were directcomprised solely of short-term benefits of Ps.64,984,Ps. 73,912, Ps. 64,984 and Ps. 53,796 in 2014, 2013 and Ps. 61,086 for the years ended December 31, 2013, 2012, and 2011, respectively.

 

Technical AssistanceIn 2000, the Company entered into a technical assistance and transfer-of-technology contract with SETA, which will be in effect for 15 years from the agreement date. Currently, the Company is required to pay the greater of the fixed $3,000U.S.$ 3,000 component or 5% of EBITDA (as defined in the contract) annually for such services. Beginning in 2007, the fixed $3,000U.S.$ 3,000 component is updated according to the consumer price index of the United States of America.States. In 2012, 20112014, 2013 and 2010,2012, 5% of consolidated EBITDA was greater than that of the fixed $3,000U.S.$ 3,000 component.

 

As of December 31, 2013,2014, SETA’s shareholders were Aeroinvest with 74.5% and Aéroports de Paris Management, S. A. (ADP) with 25.5%. Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series “BB” shares) has the ability to appoint and remove the Company’s Chief Financial Officer, Chief Operating Officer and Commercial Director, the right to elect three members of the Company’s board of directors, and the right to veto certain actions requiring approval of the Company’s shareholders (including the payment of dividends and the right to appoint certain members of senior management). In the event of the termination of the technical assistance agreement, the Series “BB” shares will be converted into Series “B” shares resulting in the termination of these rights. If at any time, prior to June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, it would lose its veto rights. If at any time after June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, such shares must be converted into Series “B” shares, which would cause SETA to lose all of its special rights. So long as SETA retains at least 7.65% of the Company’s capital stock in form of Series “BB” shares, all its special rights will remain in force.

 

Pursuant to the Company’s bylaws, the technical assistance agreement and the participation agreement, SETA may not transfer more than 51% of its Series “BB” shares until after June 14, 2008. After such date, SETA is entitled to transfer up to one eighth of such 51% during each year thereafter. As of December 31, 2013,2014, SETA has not transferred any of its representative Series “BB” shares.

 

F-49



TableAt the Extraordinary Shareholders’ meeting, held on April 23, 2015, the Company’s shareholders, at the request of Contentsone of our non-controlling shareholders, voted on, among other items, the renewal or non-renewal of the Technical Assistance Agreement.  As a result of not reaching the majority vote required for its non-renewal, the Technical Assistance Agreement will be automatically renewed for another five-year term.

 

26.                     Business segment dataSegment of financial information

 

Information reportedThe reportable segments are determined on the basis of which the Company internally reports its segment reporting to senior management for purposes of making operating decisions. Considering the chief operating decision makersame accounting basis described in Note 4, for the purposespurpose of resource allocationallocating resources and assessment ofassessing segment performance, focuses on the typessegments are presented at their most detailed level of goods or services delivered or provided. Asoperating segments, such that each airport is considered a result, the Company’s reportable segments under IFRS present its individual airports, its hotelsegment and thehotels is considered a segment. The financial information of the holding company and its servicesservice companies, have been combined and disclosedincluded in the ‘other segments’ column as they have similar economic characteristics and are similar in respect of the nature of the services they provide. The segment reporting is presented considering internal reports on the business units of the Company, which are reviewed regularly by management for decision-making in the operating area in order to allocate resources to segments and assessing their performance.“other” column.

F-50



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,
2013

 

Aeronautical
revenues

 

Non-
aeronautical
revenues

 

Construction
services
revenues

 

Depreciation
and
amortization

 

Major
maintenance
provision

 

Allowance for
doubtful
accounts

 

Operating
income

 

Interest expense

 

Interest income

 

Income tax

 

Assets per
segment

 

Liabilities per
segment

 

Capital
investments

 

Investments in
airport
concessions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

 1,046,621

 

Ps.

 320,774

 

Ps.

 74,722

 

Ps.

 71,513

 

Ps.

 56,249

 

$

 (2,947

)

Ps.

 222,754

 

Ps.

 (26,627

)

Ps.

 2,252

 

Ps.

 (28,997

)

Ps.

 4,362,342

 

Ps.

 882,689

 

Ps.

 85,737

 

Ps.

 2,495,346

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

108,420

 

20,266

 

43,861

 

14,845

 

17,499

 

(353

)

28,878

 

(2,344

)

16,562

 

(95,375

)

956,133

 

104,489

 

50,246

 

494,885

 

Mazatlán

 

136,063

 

34,719

 

14,173

 

11,258

 

22,044

 

(5

)

28,585

 

(3,780

)

22,712

 

4,683

 

864,654

 

108,999

 

15,779

 

403,943

 

Zihuatanejo

 

91,203

 

17,843

 

24,348

 

13,346

 

10,017

 

123

 

23,622

 

(3,217

)

1,242

 

8,208

 

556,021

 

96,789

 

27,561

 

449,643

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

148,028

 

30,461

 

9,127

 

10,190

 

11,419

 

111

 

28,517

 

(4,346

)

9,940

 

(26,729

)

601,640

 

103,732

 

22,099

 

343,191

 

Culiacán

 

211,588

 

32,504

 

18,294

 

12,600

 

31,523

 

(765

)

39,792

 

(5,977

)

802

 

4,153

 

624,349

 

138,530

 

20,833

 

445,943

 

Durango

 

44,341

 

7,144

 

23,149

 

4,092

 

7,383

 

(8

)

7,770

 

(1,841

)

272

 

(68,644

)

251,282

 

53,495

 

23,959

 

153,739

 

San Luis Potosí

 

65,573

 

14,541

 

73,874

 

3,698

 

35,637

 

124

 

12,834

 

(2,202

)

722

 

(29,413

)

265,407

 

120,636

 

84,355

 

186,489

 

Tampico

 

108,330

 

15,504

 

6,116

 

5,518

 

19,496

 

73

 

21,896

 

(4,248

)

659

 

(22,256

)

260,445

 

60,047

 

7,006

 

182,659

 

Torreón

 

87,321

 

14,114

 

11,887

 

7,267

 

17,060

 

139

 

12,624

 

(3,459

)

2,432

 

(48,376

)

367,317

 

79,358

 

14,717

 

253,468

 

Zacatecas

 

51,282

 

7,139

 

26,264

 

5,146

 

7,099

 

(103

)

9,890

 

(2,927

)

367

 

(21,773

)

240,132

 

72,641

 

26,545

 

189,264

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

112,707

 

22,460

 

9,078

 

8,212

 

17,275

 

(19

)

22,751

 

(3,882

)

2,002

 

(39,673

)

424,192

 

70,539

 

11,548

 

328,981

 

Reynosa

 

69,919

 

9,425

 

17,795

 

4,526

 

10,466

 

(2

)

13,164

 

(6,304

)

222

 

31,781

 

206,816

 

97,955

 

18,297

 

164,495

 

Hotel services

 

-

 

176,510

 

-

 

20,219

 

-

 

(95

)

52,490

 

30,121

 

(1,898

)

4,859

 

358,728

 

254,156

 

13,408

 

 

 

Others

 

-

 

2,113,785

 

-

 

8,796

 

-

 

-

 

638,340

 

(211,658

)

115,010

 

187,164

 

6,699,637

 

3,854,907

 

22,381

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,281,396

 

2,837,189

 

352,688

 

201,226

 

263,167

 

(3,727

)

1,163,907

 

(252,691

)

173,298

 

(140,388

)

17,039,095

 

6,098,962

 

444,471

 

6,092,046

 

Eliminations

 

(12,527

)

(2,040,688

)

-

 

-

 

-

 

-

 

45,488

 

43,332

 

(100,648

)

5,512

 

(6,027,642

)

(1,484,903

)

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Ps.

 2,268,869

 

Ps.

 796,501

 

Ps.

 352,688

 

Ps.

 201,226

 

Ps.

 263,167

 

Ps.

 (3,727

)

Ps.

 1,209,395

 

Ps.

 (209,359

)

Ps.

 72,650

 

Ps.

 (134,876

)

Ps.

 11,011,453

 

Ps.

 4,614,059

 

Ps.

 444,471

 

Ps.

 6,092,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,
2012

 

Aeronautical
revenues

 

Non-
aeronautical
revenues

 

Construction
services
revenues

 

Depreciation
and
amortization

 

Major
maintenance
provision

 

Allowance for
doubtful
accounts

 

Operating
income

 

Interest expense

 

Interest income

 

Income tax

 

Assets per
segment

 

Liabilities per
segment

 

Capital
investments

 

Investments in
airport
concessions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

 989,976

 

Ps.

 292,169

 

Ps.

 72,331

 

Ps.

 65,864

 

Ps.

 55,770

 

Ps.

 (2,973

)

Ps.

 206,142

 

Ps.

 (32,954

)

Ps.

 2,316

 

Ps.

 39,544

 

Ps.

 4,370,457

 

Ps.

 1,117,432

 

Ps.

 96,724

 

Ps.

 2,487,001

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

99,498

 

18,725

 

19,665

 

13,909

 

10,288

 

124

 

20,310

 

(781

)

18,771

 

7,507

 

844,507

 

130,801

 

23,875

 

509,381

 

Mazatlán

 

122,061

 

34,900

 

11,940

 

10,903

 

6,583

 

(347

)

25,130

 

(806

)

23,551

 

5,046

 

810,580

 

97,245

 

13,657

 

400,357

 

Zihuatanejo

 

89,602

 

17,401

 

15,708

 

11,909

 

6,360

 

(136

)

16,154

 

(960

)

974

 

1,692

 

534,879

 

88,741

 

26,488

 

437,975

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

139,127

 

27,259

 

26,654

 

9,183

 

14,424

 

(290

)

26,427

 

(569

)

10,904

 

7,902

 

564,291

 

126,495

 

30,479

 

343,202

 

Culiacán

 

194,285

 

26,605

 

66,093

 

10,608

 

7,561

 

(1,655

)

35,539

 

(1,985

)

522

 

5,567

 

601,005

 

145,561

 

69,615

 

439,365

 

Durango

 

45,051

 

6,723

 

1,015

 

3,966

 

7,152

 

(164

)

8,481

 

(873

)

177

 

(4,727

)

161,874

 

38,934

 

1,673

 

134,178

 

San Luis Potosí

 

63,281

 

13,836

 

9,355

 

3,208

 

7,419

 

(71

)

12,447

 

(54

)

1,861

 

3,178

 

162,740

 

58,743

 

10,885

 

115,559

 

Tampico

 

105,275

 

14,938

 

8,028

 

5,172

 

9,914

 

(81

)

19,068

 

(1,282

)

291

 

(3,206

)

235,147

 

75,141

 

9,772

 

181,357

 

Torreón

 

77,305

 

13,259

 

10,231

 

6,933

 

13,919

 

(507

)

15,283

 

(78

)

582

 

(1,456

)

299,076

 

71,145

 

10,912

 

248,792

 

Zacatecas

 

51,177

 

6,713

 

21,343

 

4,467

 

5,929

 

(16

)

9,509

 

(2,016

)

128

 

8,570

 

194,505

 

56,036

 

22,251

 

167,534

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

110,444

 

20,563

 

27,785

 

8,222

 

12,701

 

(393

)

20,756

 

(344

)

1,665

 

2,737

 

380,090

 

86,313

 

28,395

 

327,816

 

Reynosa

 

53,719

 

8,143

 

31,570

 

3,671

 

6,188

 

(180

)

9,888

 

(855

)

108

 

2,196

 

221,262

 

87,711

 

33,778

 

150,472

 

Hotel services

 

-

 

158,477

 

-

 

20,334

 

-

 

-

 

39,218

 

(25,638

)

889

 

4,389

 

378,573

 

293,179

 

-

 

-

 

Others

 

-

 

2,123,202

 

-

 

8,454

 

-

 

-

 

715,569

 

(146,279

)

76,653

 

209,233

 

6,637,073

 

2,920,377

 

13,626

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,140,801

 

2,782,913

 

321,718

 

186,803

 

164,208

 

(6,689

)

1,179,921

 

(215,474

)

139,392

 

288,172

 

16,396,059

 

5,393,854

 

392,130

 

5,942,989

 

Eliminations

 

(10,138

)

(2,093,956

)

-

 

-

 

-

 

-

 

(19,747

)

111,628

 

(111,628

)

-

 

(6,385,649

)

(1,799,400

)

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Ps.

 2,130,663

 

Ps.

 688,957

 

Ps.

 321,718

 

Ps.

 186,803

 

Ps.

 164,208

 

Ps.

 (6,689

)

Ps.

 1,160,174

 

Ps.

 (103,846

)

Ps.

 27,764

 

Ps.

 288,172

 

Ps.

 10,010,410

 

Ps.

 3,594,454

 

Ps.

 392,130

 

Ps.

 5,942,989

 

 

F-51



Table of Contents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,
2011

 

Aeronautical
revenues

 

Non-
aeronautical
revenues

 

Construction
services
revenues

 

Depreciation
and
amortization

 

Major
maintenance
provision

 

Allowance for
doubtful
accounts

 

Operating
income

 

Interest expense

 

Interest income

 

Income tax

 

Assets per
segment

 

Liabilities per
segment

 

Capital
investments

 

Investments in
airport
concessions

 

December 31, 2014

 

Aeronautical
revenues

 

Non-aeronautical
revenues

 

Construction
services revenues

 

Depreciation
and
amortization

 

Major
maintenance
provision

 

Allowance for
doubtful
accounts

 

Operating
income

 

Interest
expense

 

Interest
income

 

Income tax

 

Assets per
segment

 

Liabilities per
segment

 

Capital
investments

 

Investments in
airport
concessions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

 843,773

 

Ps.

 250,719

 

Ps.

 184,574

 

Ps.

 58,109

 

Ps.

 29,365

 

Ps.

 5,852

 

Ps.

 108,933

 

Ps.

 (41,457

)

Ps.

 3,402

 

Ps.

 75,255

 

Ps.

 4,412,219

 

Ps.

 1,297,117

 

Ps.

 199,013

 

Ps.

 2,478,536

 

 

Ps.

1,167,807

 

Ps.

360,228

 

Ps.

36,618

 

Ps.

75,036

 

Ps.

24,330

 

Ps.

1,102

 

Ps.

270,403

 

Ps.

(10,586)

 

Ps.

2,804

 

Ps.

43,270

 

Ps.

4,344,401

 

Ps.

663,502

 

Ps.

44,869

 

Ps.

2,462,510

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

103,695

 

21,986

 

4,853

 

12,453

 

26,307

 

1,811

 

(789

)

(58

)

17,328

 

(53

)

810,487

 

131,723

 

6,296

 

502,710

 

 

117,573

 

22,779

 

48,313

 

16,601

 

3,477

 

(13)

 

45,252

 

(1,003)

 

14,543

 

(2,981)

 

1,002,032

 

92,715

 

60,496

 

520,362

 

Mazatlán

 

122,733

 

36,440

 

12,002

 

9,450

 

20,224

 

96

 

6,609

 

(434

)

21,796

 

(20,726

)

764,280

 

97,155

 

12,916

 

398,639

 

 

148,781

 

37,002

 

66,475

 

11,794

 

25,573

 

104

 

36,479

 

(1,736)

 

18,198

 

6,679

 

909,203

 

110,952

 

69,158

 

459,333

 

Zihuatanejo

 

77,611

 

17,537

 

75,096

 

9,265

 

(9,270

)

34

 

26,139

 

(1,136

)

2,222

 

(8,464

)

536,364

 

110,471

 

75,489

 

432,718

 

 

102,780

 

19,990

 

14,504

 

13,738

 

12,059

 

40

 

24,653

 

1,101

 

2,168

 

(19,449)

 

555,237

 

115,549

 

20,301

 

452,108

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

122,508

 

24,910

 

19,101

 

7,640

 

14,889

 

(7

)

8,444

 

(636

)

10,297

 

9,481

 

516,019

 

109,464

 

21,807

 

324,966

 

 

162,469

 

34,792

 

15,719

 

11,599

 

12,578

 

75

 

38,482

 

(2,334)

 

11,409

 

7,785

 

652,496

 

117,722

 

17,131

 

348,748

 

Culiacán

 

168,427

 

23,614

 

12,156

 

9,319

 

44,969

 

(169

)

(8,208

)

(1,178

)

1,315

 

(19,236

)

570,812

 

147,299

 

13,504

 

383,234

 

 

223,423

 

35,022

 

34,097

 

14,148

 

10,217

 

(21)

 

50,491

 

(1,728)

 

1,052

 

7,893

 

681,227

 

156,675

 

45,264

 

466,986

 

Durango

 

38,390

 

6,046

 

1,723

 

3,306

 

11,353

 

(6

)

(1,218

)

(51

)

961

 

(8,786

)

159,982

 

50,203

 

2,100

 

136,707

 

 

48,937

 

7,784

 

13,598

 

5,981

 

9,805

 

-

 

11,128

 

567

 

162

 

(427)

 

254,608

 

51,595

 

16,451

 

156,782

 

San Luis Potosí

 

51,845

 

12,018

 

1,179

 

2,818

 

24,256

 

1,466

 

(2,372

)

(57

)

1,425

 

(248

)

151,649

 

58,654

 

1,635

 

109,024

 

 

84,498

 

17,508

 

14,772

 

5,680

 

6,487

 

(25)

 

20,012

 

(5,632)

 

424

 

3,471

 

274,944

 

119,125

 

16,777

 

196,517

 

Tampico

 

92,958

 

12,587

 

5,510

 

4,374

 

25,829

 

381

 

(213

)

(75

)

1,246

 

210

 

226,735

 

88,694

 

6,954

 

177,987

 

 

124,312

 

18,183

 

12,981

 

7,356

 

14,364

 

(62)

 

28,123

 

2,027

 

492

 

5,711

 

256,379

 

51,617

 

13,801

 

183,062

 

Torreón

 

65,984

 

11,471

 

-

 

6,250

 

(18,536

)

31

 

33,775

 

(44

)

909

 

8,021

 

274,806

 

63,966

 

1,100

 

244,933

 

 

98,985

 

15,671

 

12,444

 

9,437

 

14,961

 

(155)

 

22,000

 

(378)

 

1,472

 

3,456

 

341,973

 

84,164

 

12,733

 

251,765

 

Zacatecas

 

44,698

 

6,528

 

2,324

 

4,106

 

(12,243

)

5

 

24,822

 

(331

)

647

 

2,713

 

194,964

 

55,402

 

3,191

 

150,162

 

 

56,872

 

7,535

 

14,036

 

6,247

 

15,631

 

-

 

12,851

 

741

 

198

 

1,833

 

237,781

 

58,565

 

14,125

 

184,853

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

101,423

 

18,345

 

9,771

 

7,982

 

(4,737

)

685

 

34,634

 

(263

)

1,618

 

(3,793

)

368,461

 

94,919

 

9,768

 

307,996

 

 

124,252

 

24,784

 

13,782

 

9,294

 

13,313

 

181

 

29,446

 

(754)

 

529

 

535

 

419,906

 

67,049

 

15,194

 

334,044

 

Reynosa

 

36,132

 

6,601

 

2,571

 

2,911

 

13,277

 

161

 

573

 

(48

)

618

 

(37,505

)

182,619

 

56,672

 

3,556

 

122,074

 

 

85,018

 

10,988

 

9,988

 

6,939

 

17,137

 

-

 

18,918

 

(2,884)

 

311

 

(52,622)

 

264,084

 

86,307

 

10,416

 

163,207

 

Hotel services

 

-

 

142,098

 

-

 

20,344

 

-

 

562

 

32,571

 

(32,408

)

739

 

(1,097

)

385,979

 

310,003

 

89

 

-

 

 

-

 

195,742

 

-

 

19,883

 

-

 

70

 

53,176

 

(18,809)

 

910

 

13,228

 

333,113

 

205,738

 

5,465

 

-

 

Others

 

-

 

1,970,958

 

3

 

6,761

 

-

 

3

 

655,568

 

(124,310

)

55,611

 

186,298

 

6,200,222

 

2,413,106

 

27,614

 

2

 

 

-

 

2,441,636

 

-

 

10,249

 

-

 

-

 

807,575

 

(288,839)

 

88,354

 

213,963

 

7,568,289

 

5,567,249

 

74,251

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,545,707

 

3,249,644

 

307,327

 

223,982

 

179,932

 

1,296

 

1,468,989

 

(330,247)

 

143,026

 

232,345

 

18,095,673

 

7,548,524

 

436,432

 

6,180,277

 

Total

 

1,870,177

 

2,561,858

 

330,863

 

165,088

 

165,683

 

10,905

 

919,268

 

(202,486

)

120,134

 

182,070

 

15,755,598

 

5,084,848

 

385,032

 

5,769,688

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eliminations

 

-

 

(1,973,187

)

-

 

-

 

-

 

-

 

-

 

104,055

 

(104,055

)

-

 

(6,460,444

)

(1,874,195

)

-

 

-

 

 

(13,041)

 

(2,359,950)

 

-

 

-

 

-

 

 

 

-

 

65,879

 

(65,879)

 

-

 

(5,677,793)

 

(1,247,247)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Ps.

 1,870,177

 

Ps.

 588,671

 

Ps.

 330,863

 

Ps.

 165,088

 

Ps.

 165,683

 

Ps.

 10,905

 

Ps.

 919,268

 

Ps.

 (98,431

)

Ps.

 16,079

 

Ps.

 182,070

 

Ps.

 9,295,154

 

Ps.

 3,210,653

 

Ps.

 385,032

 

Ps.

 5,769,688

 

 

Ps.

  2,532,666

 

Ps.

 889,694

 

Ps.

 307,327

 

Ps.

 223,982

 

Ps.

 179,932

 

Ps.

 1,296

 

Ps.

 1,468,989

 

Ps.

 (264,368)

 

Ps.

  77,147

 

Ps.

 232,345

 

Ps.

 12,417,880

 

Ps.

 6,301,277

 

Ps.

 436,432

 

Ps.

 6,180,277

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2013

 

Aeronautical
revenues

 

Non-aeronautical
revenues

 

Construction
services revenues

 

Depreciation
and
amort
ization

 

Major
maintenance
provision

 

Allowance for
doubtful
accounts

 

Operating
income

 

Interest
expense

 

Interest
income

 

Income tax

 

Assets per
segment

 

Liabilities per
segment

 

Capital
investments

 

Investments in
airport
concessions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Metropolitan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Monterrey

 

Ps.

 1,046,621

 

Ps.

 320,774

 

Ps.

 74,722

 

Ps.

 71,513

 

Ps.

 56,249

 

Ps.

 (2,947)

 

Ps.

 222,754

 

Ps.

 (26,627)

 

Ps.

 2,252

 

Ps.

 (28,997)

 

Ps.

 4,362,342

 

Ps.

 882,689

 

Ps.

 85,737

 

Ps.

 2,495,346

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

108,420

 

20,266

 

43,861

 

14,845

 

17,499

 

(353)

 

28,878

 

(2,344)

 

16,562

 

(95,375)

 

956,133

 

104,489

 

50,246

 

494,885

 

Mazatlán

 

136,063

 

34,719

 

14,173

 

11,258

 

22,044

 

(5)

 

28,585

 

(3,780)

 

22,712

 

4,683

 

864,654

 

108,999

 

15,779

 

403,943

 

Zihuatanejo

 

91,203

 

17,843

 

24,348

 

13,346

 

10,017

 

123

 

23,622

 

(3,217)

 

1,242

 

8,208

 

556,021

 

96,789

 

27,561

 

449,643

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

148,028

 

30,461

 

9,127

 

10,190

 

11,419

 

111

 

28,517

 

(4,346)

 

9,940

 

(26,729)

 

601,640

 

103,732

 

22,099

 

343,191

 

Culiacán

 

211,588

 

32,504

 

18,294

 

12,600

 

31,523

 

(765)

 

39,792

 

(5,977)

 

802

 

4,153

 

624,349

 

138,530

 

20,833

 

445,943

 

Durango

 

44,341

 

7,144

 

23,149

 

4,092

 

7,383

 

(8)

 

7,770

 

(1,841)

 

272

 

(68,644)

 

251,282

 

53,495

 

23,959

 

153,739

 

San Luis Potosí

 

65,573

 

14,541

 

73,874

 

3,698

 

35,637

 

124

 

12,834

 

(2,202)

 

722

 

(29,413)

 

265,407

 

120,636

 

84,355

 

186,489

 

Tampico

 

108,330

 

15,504

 

6,116

 

5,518

 

19,496

 

73

 

21,896

 

(4,248)

 

659

 

(22,256)

 

260,445

 

60,047

 

7,006

 

182,659

 

Torreón

 

87,321

 

14,114

 

11,887

 

7,267

 

17,060

 

139

 

12,624

 

(3,459)

 

2,432

 

(48,376)

 

367,317

 

79,358

 

14,717

 

253,468

 

Zacatecas

 

51,282

 

7,139

 

26,264

 

5,146

 

7,099

 

(103)

 

9,890

 

(2,927)

 

367

 

(21,773)

 

240,132

 

72,641

 

26,545

 

189,264

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

112,707

 

22,460

 

9,078

 

8,212

 

17,275

 

(19)

 

22,751

 

(3,882)

 

2,002

 

(39,673)

 

424,192

 

70,539

 

11,548

 

328,981

 

Reynosa

 

69,919

 

9,425

 

17,795

 

4,526

 

10,466

 

(2)

 

13,164

 

(6,304)

 

222

 

31,781

 

206,816

 

97,955

 

18,297

 

164,495

 

Hotel services

 

-

 

176,510

 

-

 

20,219

 

-

 

(95)

 

52,490

 

30,121

 

(1,898)

 

4,859

 

358,728

 

254,156

 

13,408

 

-

 

Others

 

-

 

2,113,785

 

-

 

8,796

 

-

 

-

 

638,340

 

(211,658)

 

115,010

 

187,164

 

6,699,637

 

3,854,907

 

22,381

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,281,396

 

2,837,189

 

352,688

 

201,226

 

263,167

 

(3,727)

 

1,163,907

 

(252,691)

 

173,298

 

(140,388)

 

17,039,095

 

6,098,962

 

444,471

 

6,092,046

 

Eliminations

 

(12,527)

 

(2,040,688)

 

-

 

-

 

-

 

-

 

45,488

 

43,332

 

(100,648)

 

5,512

 

(6,027,642)

 

(1,484,903)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Ps.

 2,268,869

 

Ps.

 796,501

 

Ps.

 352,688

 

Ps.

 201,226

 

Ps.

 263,167

 

Ps.

 (3,727)

 

Ps.

 1,209,395

 

Ps.

 (209,359)

 

Ps.

72,650

 

Ps.

 (134,876)

 

Ps.

 11,011,453

 

Ps.

 4,614,059

 

Ps.

 444,471

 

Ps.

 6,092,046

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-52



Table of Contents

December 31, 2012

 

Aeronautical
revenues

Non-aeronautical
revenues

Construction
services
revenues

Depreciation and
amor
tization

Major
maintenance
provision

Allowance for
doubtful
accounts

Operating
income

Interest
expense

Interest
income

Income tax

Assets per
segment

Liabilities per
segment

Capital
investments

Investments in
airport
concessions

Metropolitan

Monterrey

 

Ps.

 989,976

 

Ps.

 292,169

 

Ps.

 72,331

 

Ps.

 65,864

 

Ps.

 55,770

 

Ps.

 (2,973)

 

Ps.

 206,142

 

Ps.

 (32,954)

 

Ps.

 2,316

 

Ps.

 39,544

 

Ps.

 4,370,457

 

Ps.

 1,117,432

 

Ps.

 96,724

 

Ps.

 2,487,001

 

Tourist

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acapulco

 

99,498

 

18,725

 

19,665

 

13,909

 

10,288

 

124

 

20,310

 

(781)

 

18,771

 

7,507

 

844,507

 

130,801

 

23,875

 

509,381

 

Mazatlán

 

122,061

 

34,900

 

11,940

 

10,903

 

6,583

 

(347)

 

25,130

 

(806)

 

23,551

 

5,046

 

810,580

 

97,245

 

13,657

 

400,357

 

Zihuatanejo

 

89,602

 

17,401

 

15,708

 

11,909

 

6,360

 

(136)

 

16,154

 

(960)

 

974

 

1,692

 

534,879

 

88,741

 

26,488

 

437,975

 

Regional

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chihuahua

 

139,127

 

27,259

 

26,654

 

9,183

 

14,424

 

(290)

 

26,427

 

(569)

 

10,904

 

7,902

 

564,291

 

126,495

 

30,479

 

343,202

 

Culiacán

 

194,285

 

26,605

 

66,093

 

10,608

 

7,561

 

(1,655)

 

35,539

 

(1,985)

 

522

 

5,567

 

601,005

 

145,561

 

69,615

 

439,365

 

Durango

 

45,051

 

6,723

 

1,015

 

3,966

 

7,152

 

(164)

 

8,481

 

(873)

 

177

 

(4,727)

 

161,874

 

38,934

 

1,673

 

134,178

 

San Luis Potosí

 

63,281

 

13,836

 

9,355

 

3,208

 

7,419

 

(71)

 

12,447

 

(54)

 

1,861

 

3,178

 

162,740

 

58,743

 

10,885

 

115,559

 

Tampico

 

105,275

 

14,938

 

8,028

 

5,172

 

9,914

 

(81)

 

19,068

 

(1,282)

 

291

 

(3,206)

 

235,147

 

75,141

 

9,772

 

181,357

 

Torreón

 

77,305

 

13,259

 

10,231

 

6,933

 

13,919

 

(507)

 

15,283

 

(78)

 

582

 

(1,456)

 

299,076

 

71,145

 

10,912

 

248,792

 

Zacatecas

 

51,177

 

6,713

 

21,343

 

4,467

 

5,929

 

(16)

 

9,509

 

(2,016)

 

128

 

8,570

 

194,505

 

56,036

 

22,251

 

167,534

 

Border

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ciudad Juárez

 

110,444

 

20,563

 

27,785

 

8,222

 

12,701

 

(393)

 

20,756

 

(344)

 

1,665

 

2,737

 

380,090

 

86,313

 

28,395

 

327,816

 

Reynosa

 

53,719

 

8,143

 

31,570

 

3,671

 

6,188

 

(180)

 

9,888

 

(855)

 

108

 

2,196

 

221,262

 

87,711

 

33,778

 

150,472

 

Hotel services

 

-

 

158,477

 

-

 

20,334

 

-

 

-

 

39,218

 

(25,638)

 

889

 

4,389

 

378,573

 

293,179

 

-

 

-

 

Others

 

-

 

2,123,202

 

-

 

8,454

 

-

 

-

 

715,569

 

(146,279)

 

76,653

 

209,233

 

6,637,073

 

2,920,377

 

13,626

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,140,801

 

2,782,913

 

321,718

 

186,803

 

164,208

 

(6,689)

 

1,179,921

 

(215,474)

 

139,392

 

288,172

 

16,396,059

 

5,393,854

 

392,130

 

5,942,989

 

Eliminations

 

(10,138)

 

(2,093,956)

 

-

 

-

 

-

 

-

 

(19,747)

 

111,628

 

(111,628)

 

-

 

(6,385,649)

 

(1,799,400)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Ps.

 2,130,663

 

Ps.

 688,957

 

Ps.

 321,718

 

Ps.

 186,803

 

Ps.

 164,208

 

Ps.

 (6,689)

 

Ps.

 1,160,174

 

Ps.

 (103,846)

 

Ps.

 27,764

 

Ps.

288,172

 

Ps.

 10,010,410

 

Ps.

 3,594,454

 

Ps.

 392,130

 

Ps.

 5,942,989

 

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Table of Contents

27.                     Revenues

 

According to the General Law on Airports and its regulations, Company revenues are classified as aeronautical services and non-aeronautical services.

 

Aeronautical services include those services provided to airlines and passengers as well as complementary services.

 

Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.

 

Revenues generated by aeronautical services are under a price regulation system administered by the SCTMinistry of Communications and Transportation for airport concessions, which establishes a maximum rate (TM) for each year in a five-year period. The TM is the maximum amount of revenue per “work load unit” that may be earned at an airport each year from regulated sources. Under this regulation, a work load unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo.

 

Non-aeronautical services are not covered by the regulation system administered by the SCT.Ministry of Communications and Transportation. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.

 

Under the General Law on Airports and its regulations, revenues generated from the operation of parking lots are considered aeronautical revenues, as they are regulated but not under the maximum tariff; however, for purposes of these financial statements, such revenues are classified as non-aeronautical, as the definition of aeronautical revenues used by the Company in the accompanying consolidated financial statements are solely those revenues regulated by the maximum tariff.

 

Following is a detail of the composition of revenues of the Company, using the classification established by the General Law on Airports and its related regulations, with the exception of non-aeronautical revenues as mentioned in the preceding paragraph:

 

 

Year ended December 31,

 

 

Year ended December 31,

 

 

2013

 

2012

 

2011

 

 

2014

 

2013

 

2012

 

Aeronautical services:

 

 

 

 

 

 

 

Aeronautical services :

 

 

 

 

 

 

 

Domestic TUA

 

Ps.

1,441,037

 

Ps.

1,355,923

 

Ps.

1,195,059

 

 

Ps.

 1,613,023

 

Ps.

 1,441,037

 

Ps.

 1,355,923

 

International TUA

 

412,817

 

395,947

 

321,690

 

 

455,244

 

412,817

 

395,947

 

Landing charges

 

116,082

 

109,045

 

101,330

 

 

130,614

 

116,082

 

109,045

 

Aircraft parking charges on embarking and disembarking

 

73,293

 

71,131

 

61,051

 

 

86,932

 

73,293

 

71,131

 

Aircraft parking charges on extended stay or overnight

 

24,704

 

23,974

 

19,620

 

 

28,018

 

24,704

 

23,974

 

Domestic and international passenger and carry-on baggage check

 

27,123

 

24,795

 

21,817

 

 

30,430

 

27,123

 

24,795

 

Aerocars and jetways

 

25,845

 

24,378

 

21,157

 

 

29,202

 

25,845

 

24,378

 

Complementary: Real estate airport services, access rights to other operators and complimentary services (3)

 

147,968

 

125,470

 

128,453

 

 

159,203

 

147,968

 

125,470

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total revenues from aeronautical services (1)

 

Ps.

2,268,869

 

Ps.

2,130,663

 

Ps.

1,870,177

 

 

Ps.

 2,532,666

 

Ps.

 2,268,869

 

Ps.

 2,130,663

 

 

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Table of Contents

 

 

 

Year ended December 31,

 

 

 

2014

 

2013

 

2012

 

Non-aeronautical services:

 

 

 

 

 

 

 

Commercial activities

 

 

 

 

 

 

 

Car parking charges

 

Ps.

 146,167

 

Ps.

 128,012

 

Ps.

 124,300

 

Advertising(2)(3)

 

87,420

 

80,185

 

82,494

 

Retail operations(2)(3)

 

63,017

 

57,050

 

51,162

 

Food and beverage(2)(3)

 

53,862

 

46,472

 

41,005

 

Car rentals operators(2)(3)

 

48,821

 

45,635

 

37,355

 

Time share developers(2)(3)

 

14,626

 

14,371

 

15,590

 

Financial services(2)(3)

 

4,740

 

4,556

 

4,493

 

Communication and services(2)(3)

 

13,337

 

13,195

 

6,680

 

Services to passengers

 

11,959

 

12,896

 

7,711

 

VIP rooms

 

6,953

 

5,038

 

4,395

 

Masterkey

 

1,750

 

-

 

-

 

 

 

 

 

 

 

 

 

Total revenue from commercial activities

 

Ps.

 452,652

 

Ps.

 407,410

 

Ps.

 375,185

 

 

 

 

 

 

 

 

 

Diversification activities:

 

 

 

 

 

 

 

Terminal 2 NH Hotel

 

195,742

 

176,510

 

158,477

 

OMA Carga

 

47,309

 

42,894

 

31,184

 

Real estate services

 

8,155

 

8,554

 

3,159

 

 

 

 

 

 

 

 

 

 

 

 

Total diversification activities

 

Ps.

 251,206

 

Ps.

 227,958

 

Ps.

 192,820

 

 

 

 

 

 

 

 

 

Complementary activities:

 

 

 

 

 

 

 

Leasing of space(2)(3)

 

60,692

 

57,147

 

54,297

 

Access rights

 

8,729

 

7,237

 

7,896

 

Baggage inspection

 

79,090

 

64,375

 

25,820

 

 

 

 

 

 

 

 

 

Total of complimentary activities

 

Ps.

 148,511

 

Ps.

 128,759

 

Ps.

 88,013

 

 

 

 

 

 

 

 

 

Recovery of costs from leasing clients

 

37,325

 

32,374

 

32,939

 

 

 

 

 

 

 

 

 

Total revenues from non- aeronautical services

 

Ps.

 889,694

 

Ps.

 796,501

 

Ps.

 688,957

 

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

Non-aeronautical services:

 

 

 

 

 

 

 

Commercial activities

 

 

 

 

 

 

 

Car parking charges

 

Ps.

 128,012

 

Ps.

 124,300

 

Ps.

 113,428

 

Advertising (2, 3)

 

80,185

 

82,494

 

75,403

 

Retail operations (2, 3)

 

44,444

 

39,750

 

40,101

 

Food and beverage (2, 3)

 

46,472

 

41,005

 

35,843

 

Car rentals operators (2, 3)

 

45,635

 

37,355

 

34,872

 

Time share developers (2, 3)

 

14,371

 

15,590

 

15,253

 

Duty free operations (2, 3)

 

12,606

 

11,412

 

11,793

 

Financial services (2, 3)

 

4,556

 

4,493

 

4,002

 

Communication and network (2, 3)

 

13,195

 

6,680

 

3,059

 

Services to passengers

 

12,896

 

7,711

 

2,990

 

 

 

 

 

 

 

 

 

Total commercial activities

 

Ps.

 402,372

 

Ps.

 370,790

 

Ps.

 336,744

 

 

 

 

 

 

 

 

 

Diversification activities:

 

 

 

 

 

 

 

Hotel services

 

176,510

 

158,477

 

142,098

 

OMA Carga operations

 

42,894

 

31,184

 

25,364

 

Real estate services

 

8,554

 

3,159

 

638

 

 

 

 

 

 

 

 

 

 

 

 

Total diversification activities

 

Ps.

 227,958

 

Ps.

 192,820

 

Ps.

 168,100

 

 

 

 

 

 

 

 

 

Complementary activities:

 

 

 

 

 

 

 

Leasing of space (2, 3)

 

61,104

 

58,692

 

51,249

 

Complementary service suppliers

 

7,237

 

7,896

 

6,576

 

Baggage inspection

 

64,375

 

25,820

 

 

 

 

 

 

 

 

 

 

Total of complimentary activities

 

Ps.

 132,716

 

Ps.

 92,408

 

Ps.

 57,825

 

 

 

 

 

 

 

 

 

Recovery of costs from leasing clients

 

33,455

 

32,939

 

26,002

 

 

 

 

 

 

 

 

 

Total revenues from non- aeronautical services

 

Ps.

 796,501

 

Ps.

 688,957

 

Ps.

 588,671

 

 

(1)For the year ended December 31, 2014, 2013 2012 and 2011,2012, is net of incentives given to airlines for Ps. 219,184, Ps. 175,308 and Ps. 98,495, and Ps.404, respectively.

(2)These revenues are considered as commercial concessions.

(3)Revenues from commercial concessions and complementary activities are generated principally based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) and/or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent are included under the caption “Commercial concessions” above.

 

Approximately 74%75%, 77%74% and 74%77% of consolidated revenues for the years ended December 31, 2014, 2013 2012 and 2011,2012, respectively, were generated by the Monterrey, Acapulco, Mazatlán, Culiacán, Chihuahua, Ciudad Juárez and Zihuatanejo airports.

 

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Table of Contents

 

28.                     Cost of services

 

CostThe cost of services for the years ended December 31, 2014, 2013 and 2012 and 2011 areis as follows:

 

 

 

Year ended December 31,

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Employee costs

 

Ps.

168,549

 

Ps.

157,619

 

Ps.

149,899

 

Maintenance

 

136,400

 

91,817

 

72,325

 

Safety, security and insurance

 

139,034

 

133,580

 

100,594

 

Utilities (electricity, cleaning, and water)

 

139,316

 

143,306

 

133,272

 

Real estate leases

 

31,755

 

26,377

 

25,629

 

Allowance for doubtful accounts

 

(3,727

)

(6,689

)

10,905

 

Hotel service costs

 

25,658

 

28,220

 

23,656

 

Statutory employee profit sharing

 

1,424

 

2,790

 

1,299

 

Other

 

86,920

 

79,197

 

86,321

 

 

 

 

 

 

 

 

 

 

 

Ps.

 725,329

 

Ps.

 656,217

 

Ps.

 603,900

 

 

 

Year ended December 31,

 

 

 

2014

 

2013

 

2012

 

 

 

 

 

 

 

 

 

Wages and salaries

 

Ps.

 174,509

 

Ps.

 168,549

 

Ps.

 157,619

 

Maintenance

 

135,957

 

136,400

 

91,817

 

Security and insurance

 

142,013

 

139,034

 

133,580

 

Utilities (electricity, cleaning and water)

 

142,066

 

139,316

 

143,306

 

Building lease

 

35,294

 

31,755

 

26,377

 

Allowance for doubtful accounts

 

1,296

 

(3,727

)

(6,689

)

Cost of hotel service

 

34,091

 

25,658

 

28,220

 

Employee statutory profit sharing

 

1,226

 

1,424

 

2,790

 

Others

 

106,494

 

86,920

 

79,197

 

 

 

 

 

 

 

 

 

 

 

Ps.

 772,946

 

Ps.

 725,329

 

Ps.

 656,217

 

 

29.                     Subsequent events

 

a.              As discussed in Note 20, atOn January 16, 2015, the closemunicipality of Ciudad Juárez required the payment of alleged nonpayment of property taxes and seeks recovery by a writ of execution for an amount Ps. 8,577 with respect to the Ciudad Juárez airport.

The Company challenged this requirement by filing a claim before the Civil Chamber of the year 2013, a numberSuperior Court of different tax lawsuits were under way, and atChihuahua, which was pending as of the date of issuance of the consolidated financial statements,statements. The Company is analyzing the following lawsuits had been resolved in favorpotential legal impact of the Company:

1.In August 2012, MTY filed an action for annulment with the Federal Tax Court against the lawsuit brought by the Apodaca office of the IMSS for alleged nonpayment of Social Security fees in the amount of Ps.28,300. The lawsuit was won by MTY through a verdict issued on January 2, 2014, which declared the challenged ruling null and void, and the authorities have yet to issue a new ruling that complies with the court verdict, or, as the case may be, to challenge the verdict.

2.The action for annulment filed by REX against the ruling of the motion for reconsideration, which confirms the assessment of an unpaid income tax liability for PS.1,217 and profit sharing of Ps.195, was resolved through a verdict issued on January 20, 2014, which declared the partial nullity of the ruling challenged; i.e., the result is favorable for the Company, which will seek a final definitive favorable ruling.

3.The legal challenge filed by the Ciudad Juárez Airport against the demand for payment of real estate tax for fiscal year 2013 in the amount of Ps.1,861, was resolved in December in favor of the Company, and the challenged request was declared null and void. Such ruling was notified in January 2014.this litigation.

 

b.              At the Ordinary and Extraordinary General Shareholders’ Meeting held on April 10, 2014,23, 2015, the Company’s shareholders approved a distribution in cash to shareholders of $Ps. 1,200,000 equivalent to $Ps. 3.00 pesos per issued share, through a reduction of minimum fixed capital without cancellation of shares.

c.On April 11, 2014, the Company withdrew $3.1 million under a line of credit for rescue and firefighting equipment valid through July 25, 2019. The line of credit is with UPS Capital Business Credit (guaranteed by Export-Import Bank of the United States). The line of credit is guaranteed by the Acapulco, Chihuahua, Culiacan, San Luis Potosí, Zacatecas and Monterrey airports as primary obligors, jointly and severally, with respect to the payment of the principal and interest. The interest rate is LIBOR plus 265 basis points.

d.On April 4, 2014 Aeroinvest pledged 26 million shares Series B shares of  the Company to Banco Inbursa, S.A., as a guarantee for a loan to Controladora de Operaciones de Infraestructura, S.A. de C.V., a related party, in the amount of Ps. 700 million due on July 4, 2014.

 

30.                     Authorization for the issuance of the consolidated financial statements

 

The Company’s consolidated financial statements were approved to be issued on April 24, 2014,27, 2015, by the Chief Executive Officer of the Company, Porfirio González Álvarez, and the Chief Financial Officer of the Company, José Luis Guerrero Cortés and are subject to the approval of the General Ordinary Shareholders’ Meeting of the Company, where they may be modified based on provisions set forth by the Mexican General Corporate Law.

 

* * * * * *

 

F-55F-56