0001104659-18-026696.txt : 20180426 0001104659-18-026696.hdr.sgml : 20180426 20180425180845 ACCESSION NUMBER: 0001104659-18-026696 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 30 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180426 DATE AS OF CHANGE: 20180425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-15132 FILM NUMBER: 18775443 BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF 20-F 1 a18-9707_120f.htm 20-F

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, 2017

 

Commission File Number 1-15132

 

Grupo Aeroportuario del Sureste, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

 

Southeast Airport Group

(Translation of registrant’s name into English)

 

United Mexican States

(Jurisdiction of incorporation or organization)

 

Bosque de Alisos No. 47A – 4th Floor

Bosques de las Lomas

05120 México, D.F.

Mexico

(Address of principal executive offices)

 

Adolfo Castro Rivas

CEO

Grupo Aeroportuario del Sureste, S.A.B. de C.V.

Bosque de Alisos No. 47A – 4th Floor

Bosques de las Lomas

05120 México, D.F.

México

Telephone: + 52 55 5284 0408

acastro@asur.com.mx

(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

Series B Shares, without par value, or shares

 

New York Stock Exchange, Inc.*

American Depositary Shares, as evidenced by American Depositary Receipts, or ADSs,

each representing ten shares

 

 

New York Stock Exchange, Inc.

 


*Not for trading, but only in connection with the registration of American Depositary Shares, 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

 



Table of Contents

 

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:

 

Series B Shares, without par value: 277,050,000

 

Series BB Shares, without par value: 22,950,000

 

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

x Yes   o No

 

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

o Yes   x No

 

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

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically 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).

x Yes   o No

 

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

 

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

Emerging growth company o

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. o

 

†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

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

 

U.S. GAAP o

 

IFRS x

 

Other o

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

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

o Yes   x No

 



Table of Contents

 

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

4

Risk Factors

5

Forward Looking Statements

37

Item 4. Information on the Company

38

History and Development of the Company

38

Business Overview

44

Mexican Regulatory Framework

75

Puerto Rican Regulatory Framework

94

Colombian Regulatory Framework

105

Organizational Structure

112

Property, Plant, And Equipment

112

Item 4A. Unresolved Staff Comments

113

Item 5. Operating and Financial Review and Prospects

113

Item 6. Directors, Senior Management and Employees

161

Item 7. Major Shareholders and Related Party Transactions

170

Major Shareholders

170

Related Party Transactions

172

Item 8. Financial Information

173

Dividends

175

Item 9. The Offer and Listing

177

Trading on the Mexican Stock Exchange

178

Item 10. Additional Information

178

Material Contracts

194

Exchange Controls

194

Taxation

194

Documents On Display

203

Item 11. Quantitative and Qualitative Disclosures About Market Risk

204

Item 12. Description of Securities Other Than Equity Securities

205

 

i



Table of Contents

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

212

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

212

Item 15. Controls and Procedures

212

Item 16. Reserved

213

Item 16A. Audit and Corporate Practices Committee Financial Expert

213

Item 16B. Code of Ethics

213

Item 16C. Principal Accountant Fees and Services

213

Item 16D. Exemptions from the Listing Standards for Audit and Corporate Practices Committees

214

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

214

Item 16F. Change in Registrant’s Certifying Accountant

215

Item 16G. Corporate Governance

215

Item 16H. Identity of Directors, Senior Management and Advisers

218

Item 17. Financial Statements

219

Item 18. Financial Statements

219

Item 19. Exhibits

220

 

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

 

We publish our financial statements in Mexican pesos.  The 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 IASB.  Pursuant to IFRS, financial data in the financial statements included in Items 3, 5 and 8 and, unless otherwise indicated, throughout this Form 20-F are stated in Mexican pesos.  Our financial statements for the year ended December 31, 2017 are subject to approval by our shareholders at the next annual stockholders’ meeting.

 

This Form 20-F contains translations of certain Mexican 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 Mexican 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.19.640 to U.S.$1.00, the exchange rate for pesos on December 29, 2017 as published by the U.S. Federal Reserve Board.  On April 13, 2018, the noon buying rate for Mexican pesos, as published by the U.S. Federal Reserve Board was Ps.18.080 per U.S.$1.00.

 

The following tables present a summary of our consolidated financial information and that of our subsidiaries for each of the periods indicated.  This information should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements, including the notes thereto.

 

References in this annual report on Form 20-F to “dollars,” “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America.  References in this annual report on Form 20-F to “pesos,” ‘Mexican pesos” or “Ps.” are to the lawful currency of the United Mexican States.  References to “Colombian pesos” or “COP$” are to the lawful currency of the Republic of Colombia.  We publish our financial statements in Mexican pesos.

 

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 summary financial and other information set forth below reflects our financial condition, results of operations and certain operating data since the year ended December 31,

 



Table of Contents

 

2013.  On May 26, 2017, we acquired an additional 10.0% interest in our former joint venture, Aerostar Airport Holdings, LLC, the operator of Luis Muñoz Marín International Airport (“LMM Airport”), increasing our participation to 60.0%.  The acquisition is considered a business combination as of May 31, 2017, and as of June 1, 2017, we began to consolidate the results of Aerostar into our financial statements.  On October 19, 2017, we acquired 92.42% of the capital stock of Sociedad Operadora de Aeropuertos Centro Norte, S.A. (“Airplan”).  As of October 19, 2017, we began to consolidate the results of Airplan into our financial statements.  The financial information included in the table below is derived from our audited consolidated financial statements, with the exception of information regarding ADSs and other operating data.

 

 

 

As of and for the year ended December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

(thousands of Mexican pesos)(1)

 

(thousands of
dollars) (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Income Statement Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Aeronautical services(3)

 

Ps.

3,076,737

 

Ps.

3,319,672

 

Ps.

3,921,949

 

Ps.

4,532,194

 

Ps.

6,484,219

 

U.S.$

330,154

 

Non-aeronautical services(4)

 

1,782,753

 

1,979,717

 

2,491,941

 

3,104,343

 

4,261,383

 

216,975

 

Construction services(5)

 

586,596

 

579,774

 

2,580,707

 

2,116,954

 

1,844,216

 

93,901

 

Total revenues

 

5,446,086

 

5,879,163

 

8,994,597

 

9,753,491

 

12,589,818

 

641,030

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of services

 

(995,157

)

(1,081,376

)

(1,144,327

)

(1,336,385

)

(2,309,625

)

(117,598

)

Construction expenses

 

(586,596

)

(579,774

)

(2,580,707

)

(2,116,954

)

(1,898,550

)

(96,668

)

Administrative expenses

 

(178,560

)

(170,231

)

(196,990

)

(204,843

)

(204,418

)

(10,408

)

Technical assistance fee(6)

 

(173,259

)

(190,419

)

(239,175

)

(288,111

)

(346,487

)

(17,642

)

Government concession fee(7)

 

(223,132

)

(242,165

)

(291,505

)

(344,939

)

(468,695

)

(23,864

)

Depreciation and amortization

 

(418,273

)

(454,265

)

(468,996

)

(529,660

)

(1,166,114

)

(59,374

)

Goodwill impairment(8)

 

 

 

 

 

(4,719,096

)

(240,280

)

Net comprehensive financing

 

18,641

 

(114,977

)

(109,963

)

(45,469

)

(231,834

)

(11,804

)

Interest income

 

136,043

 

121,369

 

155,718

 

184,569

 

245,787

 

12,515

 

Interest expense

 

(76,291

)

(81,814

)

(97,017

)

(126,186

)

(618,831

)

(31,509

)

Exchange gain

 

150,239

 

205,798

 

379,741

 

738,648

 

761,782

 

38,787

 

Exchange loss

 

(191,350

)

(360,330

)

(548,405

)

(842,500

)

(620,572

)

(31,597

)

Participation in the results of joint ventures(9)

 

(143,452

)

36,448

 

50,923

 

144,248

 

112,345

 

5,720

 

Gain from business combination

 

 

 

 

 

 

 

 

 

7,029,200

 

357,902

 

Income before taxes

 

2,746,298

 

3,082,404

 

4,013,857

 

5,031,378

 

8,386,544

 

427,014

 

Provision for taxes

 

(449,425

)

(798,681

)

(1,100,122

)

(1,402,116

)

(1,636,379

)

(83,319

)

Net income

 

2,296,873

 

2,283,723

 

2,913,735

 

3,629,262

 

6,750,165

 

343,695

 

Net income for the year attributable to controlling interest

 

 

 

 

 

5,834,484

 

297,072

 

Non-controlling interest

 

 

 

 

 

915,681

 

46,623

 

Basic and diluted earnings per share(10)

 

7.66

 

7.61

 

9.71

 

12.10

 

19.45

 

1.0

 

Basic and diluted earnings per ADS(11)

 

76.56

 

76.12

 

97.13

 

120.98

 

194.50

 

10.0

 

Dividends per share(12)

 

Ps.

8.40

 

Ps.

 

Ps.

5.10

 

5.60

 

6.16

 

0.31

 

Other Operating Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

Total passengers (thousands of passengers)

 

21,079.66

 

23,157.56

 

26,140.99

 

28,407.05

 

37,534

 

37,534

 

Colombia(13)

 

 

 

 

 

1,906

 

1,906

 

Mexico

 

21,079.66

 

23,157.56

 

26,140.99

 

28,407.05

 

31,053

 

31,053

 

Puerto Rico(14)

 

 

 

 

 

4,575

 

4,575

 

Total air traffic movements (thousands of movements)

 

267.2

 

290.3

 

302.90

 

316.24

 

328.8

 

328.8

 

Colombia

 

 

 

 

 

 

 

Mexico

 

267.2

 

290.3

 

302.9

 

316.24

 

328.8

 

328.8

 

Puerto Rico

 

 

 

 

 

 

 

Total revenues per passenger

 

258.4

 

253.9

 

344.10

 

343.30

 

335.4

 

17.0

 

Colombia

 

 

 

 

 

252.9

 

13.0

 

Mexico

 

258.4

 

253.9

 

344.1

 

343.3

 

341.7

 

17.0

 

Puerto Rico

 

 

 

 

 

327.3

 

17.0

 

 

2



Table of Contents

 

 

 

As of and for the year ended December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheet Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

Ps.

1,259,562

 

Ps.

2,855,362

 

Ps.

2,084,160

 

Ps.

3,497,635

 

Ps.

4,677,454

 

US $

238,160

 

Total current assets

 

2,554,114

 

3,903,916

 

2,985,529

 

4,233,018

 

5,787,862

 

294,698

 

Account receivable from joint venture

 

1,348,555

 

1,567,608

 

1,851,423

 

1,886,546

 

 

 

Investments in joint venture accounted for by the equity method

 

1,400,957

 

1,621,028

 

1,944,708

 

2,489,302

 

 

 

Intangible assets, airport concessions and goodwill - Net

 

15,790,796

 

16,509,356

 

19,022,311

 

20,284,126

 

50,353,003

 

2,563,798

 

Total assets

 

21,416,494

 

23,924,521

 

26,125,884

 

29,216,091

 

56,614,103

 

2,882,592

 

Current liabilities

 

667,968

 

401,643

 

506,695

 

593,183

 

2,408,649

 

122,640

 

Total liabilities

 

5,132,278

 

5,173,425

 

5,717,833

 

6,462,137

 

22,925,802

 

1,167,302

 

Capital stock

 

7,767,276

 

7,767,276

 

7,767,276

 

7,767,276

 

7,767,276

 

395,482

 

Net equity/stockholders’ equity

 

16,284,216

 

18,751,096

 

20,408,051

 

22,753,954

 

33,688,301

 

1,715,290

 

Consolidated Cash Flow Data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow provided by operating activities

 

2,378,276

 

2,709,001

 

3,653,577

 

4,509,387

 

6,031,135

 

307,084

 

Cash flow generated (used) in financing activities

 

(77,340

)

(98,482

)

(1,627,017

)

(1,789,873

)

81,533

 

4,151

 

Cash flows used in investing activities

 

(3,308,039

)

(1,034,945

)

(2,816,554

)

(1,366,696

)

(4,961,153

)

(252,604

)

(Decrease) Increase in cash and cash equivalents

 

(1,007,103

)

1,575,574

 

(789,994

)

1,352,818

 

1,151,515

 

58,631

 

 


(1)          Except for operating data.  Per share and per passenger Mexican peso amounts are expressed in pesos (not thousands of pesos).

(2)          Except for operating data.  Translated into dollars at the rate of 19.640 per U.S. dollar, the Federal Reserve Board exchange rate for Mexican pesos at December 29, 2017.  Per share and per passenger dollar amounts are expressed in dollars (not thousands of dollars).

(3)          Revenues from aeronautical services include those earned from passenger charges, landing charges, aircraft parking charges, charges for airport security services and charges for use of passenger walkways.

(4)          Revenues from non-aeronautical services are earned from the leasing of space in our airports, access fees collected from third parties providing services at our airports and miscellaneous other sources.

(5)          Revenues from construction services includes construction services and expenses related to the improvements of assets under concession, evaluated along the percentage of completion method.  Since the Company hires third-party vendors to provide construction services, the revenue related to those services is equal to the fair value of the services received.

(6)          Since April 19, 1999, we have paid Inversiones y Técnicas Aeroportuarias, S.A.P.I. de C.V. (“ITA”) a technical assistance fee under the technical assistance agreement entered into in connection with the purchase by ITA of its Series BB shares.  This fee is described in “Item 7.  Major Shareholders and Related Party Transactions—Related Party Transactions—Arrangements with ITA.”

(7)          Each of our Mexican subsidiary concession holders is required to pay a concession fee to the Mexican government under the Mexican Federal Duties Law.  The concession fee is currently 5.0% of each Mexican concession holder’s gross annual regulated revenues from the use of public domain assets pursuant to the terms of its concession.

(8)          Reflects a Ps.4,719.1 million impairment that was determined while carrying out a deterioration test of long-term assets as a result of the effects of Hurricane Maria in Puerto Rico in September 2017.

(9)          Reflects our equity participation in the net income (loss) of Aerostar Airport Holdings, LLC, the operator of LMM Airport.  We increased our participation in Aerostar to 60% as of May 26, 2017 and starting June 1, 2017, began to consolidate Aerostar’s results into our financial statements.

(10)   Shares outstanding for all periods presented were 300,000,000.

(11)   Based on the ratio of 10 Series B shares per ADS.

(12)   Dollar amounts per share were U.S.$0.567 in 2013, U.S.$0.297 in 2015, U.S.$0.2716 in 2016 and U.S.$0.3136 in 2017, and per ADS were U.S.$5.673 in 2013, U.S.$2.965 in 2015, U.S.$2.716 in 2016 and U.S.$3.136 in 2017.  No dividends were distributed in 2014.  Per share dollar amounts are expressed in dollars (not thousands of dollars).

(13)   We began to consolidate the results of our Colombian airports as of October 19, 2017.

(14)   We began to consolidate the results of Aerostar as of June 1, 2017.

 

3



Table of Contents

 

EXCHANGE RATES

 

The following table sets forth, for the periods indicated, the high, low, average and period-end, free-market exchange rate expressed in Mexican 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 the rates published by the U.S. Federal Reserve Board in its H. 10 Weekly Release of Foreign Exchange Rates.  We have not restated the rates in constant currency units.  All amounts are stated in Mexican pesos.  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.

 

 

 

Exchange Rate

 

Year Ended December 31,

 

High

 

Low

 

Period End

 

Average(1) 

 

2013

 

13.43

 

11.98

 

13.10

 

12.76

 

2014

 

14.79

 

12.85

 

14.75

 

13.30

 

2015

 

17.36

 

14.56

 

17.20

 

15.87

 

2016

 

20.87

 

17.20

 

20.62

 

18.67

 

2017

 

21.89

 

17.48

 

19.64

 

18.88

 

October 2017

 

19.18

 

18.21

 

19.13

 

18.82

 

November 2017

 

19.26

 

18.51

 

18.63

 

18.93

 

December 2017

 

19.73

 

18.62

 

19.64

 

19.18

 

2018

 

 

 

 

 

 

 

 

 

January 2018

 

19.48

 

18.49

 

18.62

 

18.91

 

February 2018

 

18.90

 

18.36

 

18.81

 

18.65

 

March 2018

 

18.86

 

18.17

 

18.17

 

18.59

 

April 2018(2)

 

18.33

 

18.08

 

18.08

 

18.21

 

 


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

(2)   Through April 13, 2018.

Source:  Federal Reserve Board H.10 Weekly Release.

 

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 would continue to be available to private-sector companies or that foreign currency needed by us 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 Mexican peso and the U.S. dollar will affect the U.S. dollar value of securities traded on the Mexican Stock Exchange, 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 29, 2017, the U.S. Federal Reserve Board noon buying rate was Ps.19.640 per U.S.$1.00.  On April 13, 2018, the noon buying rate for pesos, as published by the U.S. Federal Reserve Board was Ps.18.080 per U.S.$1.00.

 

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

 

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RISK FACTORS

 

Risks Related to Our Operations

 

Hurricanes and other natural disasters have adversely affected our business in the past and could do so again in the future.

 

The southeast region of Mexico and Puerto Rico, like other Caribbean destinations, experiences hurricanes, particularly during the third quarter of each year.  Portions of the southeast region of Mexico and the Caribbean region of Colombia also experience earthquakes from time to time.  Natural disasters may impede operations, damage infrastructure necessary to our operations and/or adversely affect the destinations served by our airports.  Any of these events could reduce our passenger traffic volume.  The occurrence of natural disasters in the destinations we serve has adversely affected, and could in the future adversely affect, our business, results of operations, prospects and financial condition.  Some experts believe that climate change due to global warming could increase the frequency and severity of hurricanes in the future.  We have insured the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but 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 not exceed the pre-established limits on the policies.

 

On October 21, 2005, Hurricane Wilma struck the Yucatán Peninsula, causing severe damage to the infrastructure of the Cancún and Cozumel airports and to our administrative office building in Cancún.  The Cancún and Cozumel airports were closed for 62 hours and 42 hours, respectively, and airport operations were disrupted for several weeks thereafter.  The hurricane also inflicted extensive damage on the hotel and tourist infrastructure in Cancún, the Mayan Riviera region and Cozumel, which led to sharply reduced air passenger traffic at our Mexican airports, especially in the fourth quarter of 2005 and during the first half of 2006.  During the fourth quarter of 2005, our passenger traffic decreased 33.1% relative to the same period in 2004 at our Mexican airports, reflecting the decline in passenger traffic due to Hurricane Wilma.  Tourism in Cancún and the Mayan Riviera has by now largely recovered from Hurricane Wilma. Although tourism declined substantially in Cozumel after Hurricane Wilma in 2005, the numbers of tourists and cruise passengers visiting Cozumel have since increased.

 

On September 20, 2017, Hurricane María struck Puerto Rico, damaging Luis Muñoz Marín International Airport (“LMM Airport”) in San Juan, Puerto Rico and causing significant damage to the entire island.  Operations at LMM Airport were suspended at 7:30 pm on September 19, 2017 and resumed on a limited basis on September 21, 2017 with 10 flights, increasing progressively to 41 daily flights by the end of September 2017.  Operations at LMM Airport returned to a regular schedule during the fourth quarter of 2017.  Terminal buildings of LMM Airport suffered minor damage in sections that were out of operation before the airport was closed.  Airport infrastructure was insured against these events.  The hurricane inflicted extensive damage on the hotel and tourist infrastructure in Puerto Rico, which led to sharply reduced air passenger traffic at LMM Airport, especially during the third and fourth quarters of 2017.  During the third quarter of 2017, our passenger traffic in Puerto Rico decreased 5.5% relative to the same period in 2016.  Our passenger traffic in Puerto Rico also decreased 25.4%

 

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in October 2017, 31.9% in November 2017, and 23.9% in December relative to the same periods in 2016.

 

In September 2017, a series of earthquakes shook central and southern Mexico.  On September 7, 2017, an 8.1 magnitude earthquake struck Chiapas, Oaxaca, killing at least 98 people, injuring over 300 persons, causing the issuance of a tsunami warning for the entire Pacific coast of Central America by the Pacific Tsunami Warning Center, and damaging buildings and roads in Mexico City. On September 19, 2017, a 7.1 magnitude earthquake affected the states of Puebla and Morelos as well as the Greater Mexico City area, killing 370 people and injuring over 6,000 people.  The earthquake caused at least 44 buildings in Mexico City to collapse and temporarily shut down Mexico City International Airport. Finally, on September 23, 2017, a 6.1 magnitude earthquake hit Oaxaca, causing six deaths and injuring seven others, resulting in total damage of Ps.9.4 billion.

 

The effects of oil spills could adversely affect our business.

 

The Gulf of Mexico is the site of widespread deep-water oil drilling and extraction. Deep-water oil drilling inherently carries a number of significant risks.  On April 21, 2010, there was an explosion on the “Deepwater Horizon” drilling platform operated by BP in the Gulf of Mexico. The oil-drilling platform was located 41 miles from the coast of Louisiana. The explosion and sinking of the platform caused a huge oil spill that spread along the U.S. coast in the Gulf of Mexico, and reached parts of Florida, Louisiana, Mississippi, Alabama and Texas.  BP made several attempts to try to contain the spill and capture the oil.  On September 19, 2010, the well was successfully plugged and declared “effectively dead.”

 

The oil spill did not affect the destinations served by our Mexican airports.  However, if oil spills or similar disasters occur in the future, these destinations could be adversely affected, thereby reducing our volume of passenger traffic.  Oil spills or other similar disasters in or around the destinations served by our airports could adversely affect our business, operating results, prospects and financial condition.

 

Our business could be adversely affected by a downturn in the economies of the United States,  Mexico or Colombia.

 

The air travel industry, and consequently, our results of operations, are substantially influenced by economic conditions in Mexico, Colombia and the United States.  In 2015 and 2016, 61.1% and 61.1%, respectively, of the international passengers in our Mexican airports arrived or departed on flights originating in or departing to the United States.  In 2017, 60.2% of the international passengers in our Mexican airports arrived or departed on flights originating in or departing to the United States. 56.9% and 55.9% of our revenues from Mexican passenger charges in 2015 and 2016, respectively, were derived from charges imposed on international passengers. In 2017, 55.6% of our revenues from Mexican passenger charges were derived from charges imposed on international passengers.  Similarly, in 2015 and 2016, 44.7% and 45.6%, respectively, of passengers in our Mexican airports traveled on Mexican domestic flights.  In 2017, 46.1% of passengers in our Mexican airports traveled on Mexican domestic flights.  43.1% and 44.1% of our revenues from Mexican passenger charges in 2015 and 2016, respectively, were derived from Mexican domestic passenger charges.  In 2017, 44.4% of our revenues from

 

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Mexican passenger charges were derived from Mexican domestic passenger charges.  When the economies of either the United States or Mexico are in recession, as they were when the gross domestic products of both countries declined in the fourth quarter of 2008 and again in 2009, the number of international passengers in our Mexican airports that arrive or depart on flights originating in or departing to the United States have been adversely affected.  Similarly, a recession of the Colombian economy could cause the number of international passengers in our Colombian airports to decline.  In 2017, 43.0% of our revenues from Colombian passenger charges were derived from Colombian domestic passenger charges.

 

We believe that the results of operations for our Mexican airports were affected differently by the U.S. and Mexican recessions of 2008 and 2009.  Because of the perception of Cancún, Cozumel and the Mayan Riviera as more economical vacation destinations, we believe that our Mexican airports were well-placed to take advantage of the economic recovery in the United States following the 2008-2009 recession.  We cannot predict how economic conditions in the United States may develop in the future or how these conditions will affect tourism and travel decisions.  In addition, whether destinations served by our airports will be viewed as adequate substitutes for other tourist destinations depends on a number of factors, including the perceived attractiveness, affordability and accessibility of Cancún, Cozumel and the Mayan Riviera as desirable vacation destinations.  We are unable to control many of these factors and, therefore, we cannot assure you that this substitution effect would occur again if the United States were to experience another recession.

 

In Mexico, the 2008-2009 recession resulted in an overall decrease in levels of Mexican domestic passenger traffic as compared to historical passenger traffic levels, although Mexican domestic passenger levels have increased in recent years as the economy has continued to recover. In 2016, Mexican domestic passenger traffic increased 10.9% from 2015.  In 2017, Mexican domestic passenger traffic increased 10.4% from 2016. Among Mexican leisure travelers, destinations served by our airports are generally not perceived as economical vacation destinations, and as a result, they did not benefit, and are unlikely to benefit in the future, from the substitution effect that we believe occurred with respect to passengers traveling to and from the United States.  In addition, a portion of our Mexican domestic passengers are business travelers, whose demand for travel was adversely affected by the 2008-2009 recession.  In recent years, there has been an uptick in Mexican domestic travel to certain destinations, such as Cozumel, Huatulco, Mérida, Oaxaca and Cancún (Cancún in particular experienced 9.9%, 13.6% and 14.1% increases in Mexican domestic passenger traffic in 2015, 2016 and 2017, respectively.).  So far, our other Mexican airports have continued to experience fluctuations in their passenger traffic, but nearly all of them have returned to traffic levels at or above those prior to the 2008-2009 recession.

 

Further, Mexican, Colombian and U.S. political and social developments, over which we have no control, may affect the economic environment in Mexico and Colombia, and consequently, may contribute to economic uncertainty.  Such conditions may adversely affect our business and results of operations.

 

With over U.S.$70.0 billion in outstanding debt and a debt-to-GDP ratio of approximately 68.0%, the economy of the Commonwealth of Puerto Rico (“Puerto Rico”) has worsened in recent years.  In February 2014, Puerto Rico’s government debt was downgraded to

 

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non-investment grade by various credit rating agencies and certain government entities in Puerto Rico have failed to make certain debt payments, highlighting the fragility of its economy.  On June 30, 2016, United States President Barack Obama signed the Puerto Rico Oversight, Management and Economic Stability Act, or PROMESA, into law.  PROMESA aims to restructure Puerto Rico’s debt through certain measures, including the establishment of a seven-member Oversight Board to oversee the development of budgets and fiscal plans for Puerto Rico’s government and instrumentalities.  It is uncertain what the impact of PROMESA will have on the future business and economic conditions of Puerto Rico.  Further, a prolongation of Puerto Rico’s fiscal crisis, or a worsening of the crisis, could slow the Puerto Rico economy.  Aerostar Airport Holdings, LLC (“Aerostar”), our joint venture with the Public Sector Pension Investment Board (“PSP Investments”), in which we possess a 60% ownership interest and whose results we have consolidated into our financial statements, has operated the LMM Airport in Puerto Rico since February 27, 2013.  We do not believe that the economic state of Puerto Rico has had a material impact on the results of the LMM Airport joint venture, but if the economy there continues to worsen, it could adversely affect the business and operations of our Puerto Rican subsidiary.

 

Changes in U.S. immigration and border policy could adversely affect passenger traffic to and from Mexico and Colombia.

 

The results of the 2016 presidential and congressional elections in the United States could result in significant changes in, and uncertainty with respect to, immigration and border policy.  Immigration reform, especially with respect to Mexico, continues to attract significant attention in the public arena and U.S. Congress. If new federal immigration legislation is enacted, such laws may contain provisions that could make it more difficult for Mexican and Colombian citizens to travel between Mexico and Colombia, respectively, and the United States.  In addition, new immigration, border and trade legislation could lead to uncertain economic conditions in Mexico that may affect leisure or business travel, including travel to and from Mexico. Such restrictions could have a material adverse effect on our passenger traffic results.

 

Fluctuations in international petroleum prices could reduce demand for air travel.

 

Fuel represents a significant cost for airlines.  International prices of fuel have experienced significant volatility in recent years.  Most of our airline customers use kerosene-based jet fuel, the price of which is based upon the U.S. spot prices for that fuel plus the cost of transportation to each airport.  Although the U.S. Gulf Coast spot price for jet fuel has decreased from its high of U.S.$4.81 per gallon on September 12, 2008, it has continued to fluctuate in 2017, with a high of U.S.$1.99 per gallon on September 1, 2017 and a low of U.S.$1.24 per gallon on June 23, 2017, according to the Energy Information Administration of the U.S. Department of Energy.  As of April 16, 2018, the U.S. Gulf Coast spot price for jet fuel was U.S.$2.013 per gallon.  The price of fuel may be subject to further fluctuations resulting from a reduction or increase in output of petroleum, voluntary or otherwise, by oil-producing countries, other market forces, a general increase in international hostilities or any future terrorist attacks.  In addition, a number of airlines have engaged in hedging strategies with respect to fuel prices.  Because of the decline in fuel prices, there have been reports suggesting that these hedging strategies have resulted in those airlines incurring derivative-related liabilities.  Increases in

 

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airlines’ costs may result in higher airline ticket prices and may decrease demand for air travel generally, thereby having an adverse effect on our revenues and results of operations.

 

The loss or suspension of operations by one or more of our key customers could result in a loss of a significant amount of our revenues.

 

The global airline industry has recently experienced and continues to experience significant financial difficulties, marked by the filing for bankruptcy protection of several carriers and recent warnings regarding industry profitability.  In December 2017, the International Air Transport Association, or “IATA,” issued its 2018 financial forecast for the global commercial airline industry, estimating net post-tax profits of about U.S.$38.4 billion, due to a rise in jet fuel prices and rise in unit costs.  The forecast also indicated that net profit margins were expected to slightly increase to 4.7% in 2018.

 

Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our Mexican regulated revenue from our key customers, including American Airlines (previously American Airlines and US Airways) (which accounted for 10.2% of our revenues in 2015, 10.4% in 2016 and 10.9% in 2017), United Airlines (previously United Airlines and Continental Airlines) (which accounted for 9.1% of our revenues in 2015, 10.1% in 2016 and 10.5% in 2017) and Interjet (which accounted for 10.0% of our revenues in 2015, 8.9% of our revenues in 2016 and 8.7% of our revenues in 2017).

 

On August 2, 2010, Mexicana, then one of Mexico’s two largest carriers and previously the airline which accounted for the largest share of our Mexican passenger traffic, filed for bankruptcy protection in Mexico and in the United States.  On August 28, 2010, Mexicana, Mexicana Click, formerly known as Aerovías Caribe, and Mexicana Link (which we refer to collectively as “Grupo Mexicana”) ceased operations, and Mexicana Click and Mexicana Link filed for bankruptcy protection on September 7, 2010.  Since Grupo Mexicana ceased operations, 100% of the routes that it flew have been taken over by other airlines, and passenger traffic levels at our airports have increased.  On April 4, 2014, a Mexican court declared Grupo Mexicana to be officially bankrupt and ordered the sale of its assets to repay its creditors. Other airlines that serve our Mexican, Colombian and Puerto Rican airports, including American Airlines, United Airlines, Delta Air Lines and Avianca have also undergone bankruptcies over the past 5 years.

 

None of our contracts with our principal airline customers obligate them to continue providing service to our airports and we can offer no assurance that competing airlines would seek to increase their flight schedules if any of our key customers reduced their use of our airports. Our current agreements with our principal airline customers at our Mexican airports have been renewed.  We do not have any contracts that will expire before April 30, 2018.  With respect to our Colombian airports, our subsidiary Sociedad Operadora de Aeropuertos Centro Norte S.A. (“Airplan”), charges tariffs to airlines (relating to domestic routes, international routes and development).  The tariffs are established by the Special Administrative Unit of Civil Aeronautics (Unidad Administrativa Especial de Aeronáutica Civil), or Aerocivil, through Resolution 04530 of 2007 and will expire between 2019 and 2032.  As of December 31, 2017, seven airlines at our Colombian airports were subject to such tariffs: Avianca, Iberia, LATAM, Avior, Aeroméxico, Satena and Viva Colombia.

 

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We expect that we will continue to generate a significant portion of our revenues from a relatively small number of airlines in the foreseeable future.  Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenue from our key customers.

 

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 Mexican domestic travel from a limited number of airlines.

 

We could be subject to fines, penalties and other adverse consequences pending the outcome of our appeal against the Mexican government’s tax treatment of airport concessions at Cancún Airport.

 

When bidding was concluded for the shares of the Mexican airport group that became ASUR, the Ministry of Communications and Transportation agreed that the concessionaire could amortize the value of the concession at an annual rate of 15.0% for tax purposes.  Contrary to this decision, in February 2012, the Ministry of Finance and Public Credit determined that this agreement was invalid and that the rate should instead be 2.0%. We filed an appeal in April 2012 to overturn this determination.  In May 2013, while our appeal was pending, the Mexican federal government implemented a tax amnesty program for federal taxes, which we participated in by paying Ps.128.3 million to settle the claim with the Ministry of Finance and Public Credit solely with respect to income taxes.  As of April 10, 2018, however, our appeal is still pending resolution with respect to the mandatory employee statutory profit sharing regime established by Mexican federal labor laws.  If we were to lose the appeal, we estimate that we would be required to pay an additional Ps.116.0 million.

 

The FAA could downgrade Mexico’s air safety rating again, which could result in a decrease in air traffic between the United States and our airports.

 

On July 30, 2010, the United States Federal Aviation Administration (“FAA”) announced that, following an assessment of Mexico’s civil aviation authority, it had determined that Mexico was not in compliance with international safety standards set by the International Civil Aviation Organization (“ICAO”), and, as a result, downgraded Mexico’s aviation safety rating from “Category 1” to “Category 2.”  Under FAA regulations, because of this downgrade, Mexican airlines were not permitted to expand or change their current operations between the United States and Mexico except under certain limited circumstances, code-sharing arrangements between Mexican and United States’ airlines were suspended and operations by Mexican airlines flying to the United States were subject to greater FAA oversight.  These additional regulatory requirements resulted in reduced service between our airports and the United States by Mexican airlines or, in some cases, an increase in that cost of service, which resulted in a decrease in demand for travel between our airports and the United States.  4.0%, 4.6%  and 2.9% of the passengers that traveled through our airports traveled on flights to or from the United States operated by Mexican airlines in 2015, 2016 and 2017, respectively.

 

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The FAA restored Mexico’s Category 1 rating on December 2, 2010.  The FAA may downgrade Mexico’s air safety rating in the future, although we are unaware of any current plans to do so.  We cannot predict what impact the downgrade of the Mexican aviation safety rating would have on our Mexican passenger traffic or results of operations, or on the public perception of the safety of Mexican airports.

 

Our business is highly dependent upon revenues from Cancún International Airport.

 

In 2017, Ps.8,786.4 million (including construction services) or 70.2% of our revenues were derived from operations at Cancún International Airport.  During 2015, 2016 and 2017, Cancún International Airport represented 75.0%, 75.4% and 76.0%, respectively, of our passenger traffic and 53.3%, 54.4% and 55.1%, respectively, of our air traffic movements.  The desirability of Cancún as a tourist destination and the level of tourism to the area are dependent on a number of factors, many of which are beyond our control.  For example, some media outlets continue to report an increase in the level of drug-related violence in Mexico.  Although these reports generally indicate that this increase in violence affects mostly cities in northern Mexico and the west coast of Mexico and is generally not directed at tourists, the reports may have created a perception that Mexico has become a less safe and secure place to visit.  In turn, we believe that it is possible that this perception has adversely affected the desirability of Cancún as a tourist destination.  This perception may have been fueled further by travel advisories issued by the U.S. State Department on August 22, 2017 and January 10, 2018 that listed Cancún as a place in Mexico where visiting tourists must be cautious.  In addition, in March 2018, the U.S. State Department issued a security alert for Playa del Carmen, a popular destination that attracts U.S. citizens and is served by Cancún International Airport.  We cannot assure you that tourism in Cancún will not decline in the future.  Any event or condition affecting Cancún International Airport or the areas that it serves could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

Increases in prevailing interest rates could adversely affect our financial condition.

 

An increase in prevailing interest rates could adversely affect our financial condition. As of December 31, 2017, we had U.S.$145.0 million in outstanding indebtedness, consisting in part of loans obtained by our Cancún airport subsidiary on February 15, 2013 and whose maturity was extended on November 16, 2017.  The outstanding indebtedness is charged interest at a rate based on the one-month London Interbank Offered Rate (“LIBOR”) plus a margin ranging from 175 to 185 basis points.  LIBOR fluctuates on a regular basis.  Any increased interest expense associated with increases in interest rates affects our ability to service our debt absent the benefit from any hedging arrangements.  All of our current U.S. dollar-denominated debt is un-hedged. Accordingly, an increase in the prevailing LIBOR applicable to our loans would increase our debt service costs, which in turn would negatively affect our results of operations.  For further details regarding our indebtedness, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

 

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International events, including acts of terrorism, wars and global epidemics, could have a negative impact on international air travel.

 

International events such as the terrorist attacks on the United States on September 11, 2001, wars and public health crises such as the Influenza A/H1N1 pandemic of 2009-2010 have disrupted the frequency and pattern of air travel worldwide in recent years.

 

The terrorist attacks on the United States on September 11, 2001 had a severe adverse impact on the air travel industry, particularly on Unites States’ carriers and carriers operating international service to and from the United States.  Airline traffic in the United States fell precipitously after the attacks.  In Mexico, airline and passenger traffic decreased substantially, although the decrease was less severe than in the United States.  Our airports experienced a significant decline in passenger traffic following September 11, 2001.  Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.

 

Historically, a majority of our revenues have been from aeronautical services, and our principal source of aeronautical 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 2017, passenger charges represented 39.2% of our consolidated revenues.

 

On February 1, 2016, the World Health Organization designated the Zika virus and its suspected complications in newborns an international public health emergency.  The U.S. Department of Health and Human Services’ Center for Disease Control and Prevention has issued a travel advisory for people traveling to regions within the Zika virus outbreak, which include popular destinations in Mexico, Colombia and Puerto Rico.  While we do not believe these travel advisories to Mexico, Colombia and Puerto Rico have negatively affected the frequency and pattern of travel to our airports, any future public health crises and related travel advisories could disrupt our operations or significantly affect passenger and cargo traffic levels.

 

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, outbreaks of health epidemics such as Influenza A/H1N1, SARS, avian influenza or other events of general international concern (and any related economic impact of such events) could result in 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.

 

Security enhancements have resulted in increased costs and may expose us to greater liability.

 

The air travel business is susceptible to increased costs resulting from enhanced security and higher insurance and fuel costs.  Following the events of September 11, 2001, we reinforced security at our airports.  For a description of the security measures that we adopted, see “Item 4.  Information on the Company—Business Overview—Non-Aeronautical Services—Airport Security.”  While enhanced security at our airports has not resulted in a significant increase in our operating costs to date, we may be required to adopt additional security measures in the

 

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future.  In addition, our general liability insurance premiums for 2002 increased substantially relative to our 2001 premiums and may rise again in the future.  Since October 2001, we carry a U.S.$150.0 million insurance policy covering liabilities resulting from terrorist acts at our Mexican airports.  Since 2017 and 2018, we carry a U.S.$181.3 million and U.S.$0.08 million insurance policy for our Colombian airports and Puerto Rico airport, respectively.  Because our insurance policies do not cover losses resulting from war in any amount or from terrorism for amounts greater than U.S.$150.0 million, we could incur significant costs if we were to be directly affected by events of this nature.  While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has not done so and has given no indication of any intention to do the same.  In addition, fuel prices and supplies, which constitute a significant cost for airlines using our airports, may be subject to increases resulting from any future terrorist attacks, a general increase in international hostilities or a reduction in output of fuel, voluntary or otherwise, by oil producing countries.  Such increases in airlines’ costs have resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations.  In addition, because a substantial majority of our international flights involve travel to the United States, we may be required to comply with security directives of the FAA, in addition to the directives of Mexican and Colombian aviation authorities.

 

On May 1, 2014, the Mexican Bureau of Civil Aviation published mandatory circular CO SA-17.2/10 R3, which requires that all airlines screen checked baggage and that all airports have screening equipment that complies with specified guidelines.  Each of our airports is outfitted with appropriate screening equipment, but compliance with CO SA-17.2/10 R3 could require us to purchase, install and operate additional equipment, if, among other possibilities, the specified guidelines are modified or if the new screening procedures were to fail to detect or intercept any attempted terrorist act occurring or originating at our airports.  We cannot estimate the cost to us of any such liability, if any were to arise.  In addition, because a substantial percentage 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.  Security measures taken to comply with future security directives of the FAA or the Mexican Bureau of Civil Aviation 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.

 

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

 

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Interruptions in the proper functioning of information systems or other technologies could disrupt operations and cause unanticipated increases in costs and/or decreases in revenues.

 

The proper functioning of our information systems is important to the successful operation of our business.  If critical information systems fail or are otherwise unavailable, our ability to provide airport services at our airports, collect accounts receivable, pay expenses and maintain our security and customer data, could be adversely affected.  In addition, incidents such as cyber-attacks, viruses, other destructive or disruptive software or activities, process breakdowns, outages or accidental release of information could adversely affect our technological systems and result in a disruption to our operations, the improper disclosure of personal, privileged or confidential information, or unauthorized access to our digital content or any other type of intellectual property. Currently, our information systems are protected with backup systems, including physical and software safeguards and a cold site to recover information technology operations.  These safety components reduce the risk of disruptions, failures or security breaches of our information technology infrastructure and are reviewed periodically by external advisors.  Nonetheless, 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.

 

Any such incident could cause damage to our reputation and may require us to expend substantial resources to remedy the situation, and could therefore have a material adverse effect on our business and results of operations. In addition, there can be no assurance that any efforts we make to prevent these incidents will be successful in avoiding harm to our business.

 

Our revenues are highly dependent upon levels of passenger and cargo traffic volumes and air traffic, which depend in part 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 in part on many factors beyond our control, including economic conditions in Mexico, Colombia and the United States, the political situation in Mexico, Colombia and elsewhere in the world, the attractiveness of our airports relative to that of other competing airports, fluctuations in petroleum prices (which can have a negative impact on traffic as a result of fuel surcharges or other measures adopted by airlines in response to increased fuel costs) and changes in regulatory policies applicable to the aviation industry.  Reports suggesting an increase in the level of violent crime in Mexico may have had an adverse impact on passenger traffic to our Mexican airports, even though such airports serve areas of Mexico that have been less affected by violent crime.  Similarly, reports suggesting an increase in the level of violence or political instability in Colombia may have an adverse impact on passenger traffic to our Colombian airports.  Any decreases in air traffic to or from our airports as a result of factors such as these could adversely affect our business, results of operations, prospects and financial condition.

 

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Our business is highly dependent upon the operations of certain airports, including Mexico City and Bogotá Area airports.

 

In 2015, 2016 and 2017, 67.4%, 65.0% and 62.4%, respectively, of our Mexican domestic passengers flew to or from our airports via Mexico City International Airport.  As a result, our Mexican domestic traffic is highly dependent upon the operations of Mexico City International Airport.  Furthermore, construction of a new international airport in Mexico City began in 2015 to replace Mexico City International Airport, which is currently operating at full capacity.  Construction on that new airport is expected to be completed in 2020 and result in a modern facility with six runways and the capacity to handle approximately 120 million passengers annually, or four times the passenger volume of the Mexico City International Airport.  We cannot assure you that the operations of the Mexico City International Airport will not decrease or be adversely affected by construction in the future. In 2017, overall Mexican domestic passenger traffic to and from Mexico City decreased 2.6%.

 

Additionally, Toluca International Airport, which is located 64 km from Mexico City, at some point emerged as a complementary airport to Mexico City International Airport, but has recently reduced air traffic operations due to the transfer of low-cost airline operations to the Mexico City International Airport.  Toluca International Airport is largely served by low-cost airlines that cater to Mexican domestic passengers.  Traffic to and from Toluca represented 1.5% of Mexican domestic passengers traveling through our airports in 2015, 1.2% in 2016 and decreased to 0.9% of Mexican domestic passengers in 2017.

 

In 2017, 52.5% of our Colombian domestic passengers flew to or from our airports via El Dorado International Airport in Bogotá, Colombia.  As a result, our Colombian domestic traffic is highly dependent upon the operations of El Dorado International Airport.  Any event or condition that adversely affects Mexico City and Bogotá area airports could adversely affect our business, results of operations, prospects and financial condition.

 

Competition from other tourist destinations could adversely affect our business.

 

One of the principal factors affecting our results of operations and business is the number of passengers using our airports.  The number of passengers using our airports may vary as a result of factors beyond our control, including the level of tourism in Mexico, Colombia and Puerto Rico.  In addition, the passenger traffic volume at our Mexican airports and LMM Airport may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco, Puerto Vallarta and Los Cabos, or elsewhere, such as Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and Central American destinations.  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, Colombia and Puerto Rico.  There can be no assurance that tourism levels in the future will match or exceed current levels.

 

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Revenues from Mexican passenger 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.  Our revenues from passenger charges from our principal airline customers are not secured by a bond or any other collateral.  Furthermore, Mexican passenger charges, which accounted for 12.8% of our revenues in 2017, are collected by airlines from passengers on our behalf and are later paid to us 30 to 115 days following the date of each flight.  If any of our key customers were to become insolvent or seek bankruptcy protection, we would be an unsecured creditor with respect to any unpaid passenger charges, and we might not be able to recover the full amount of such charges.  For example, as a result of the Grupo Mexicana bankruptcy, we estimate that Ps.128.0 million in accounts receivable could be at risk of not being recovered, which represented 14.6% of our total accounts receivable as of December 31, 2017.  We are an unsecured creditor with respect to these amounts, and we cannot assure you how much, if any, of these amounts we will be able to recover.

 

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

 

Although we currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for 24.1% of our total employees as of December 31, 2017), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our business or results of operations.

 

The operations of our airports may be disrupted due to the actions of third parties 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, energy suppliers and suppliers of fuel to aircraft at our airports.

 

On September 20, 2017, 730 of Colombian flagship airline carrier Avianca’s 1,300 pilots walked off the job, demanding higher wages and benefits.  The strike lasted 51 days and caused Avianca to ground hundreds of flights and contract foreign-based crews to serve its important long-haul routes to the United States and Europe.  As a result, our passenger traffic in our Colombian airports decreased 13.0% in October 2017, 13.7% in November 2017, and 12.3% in December relative to the same monthly periods in 2016.

 

We are also dependent upon the Mexican government or entities of the government for provision of services such as immigration services for our international passengers.  We are not responsible for and cannot control the services provided by these parties.  Additionally, 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.  As a result, any disruption in or adverse consequence resulting from the services of third parties, including a work stoppage or other similar event, may require us to provide these services personally or find a third party to provide

 

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them, and either event may have a material adverse effect on the operation of our airports and on our results of operations.

 

Fernando Chico Pardo and Grupo ADO, S.A. de C.V., through their own investment vehicles and their interests in Inversiones y Técnicas Aeroportuarias, S.A.P.I. de C.V., (or “ITA”), have a significant influence as stockholders and over our management, and their interests may differ from those of other stockholders.

 

Agrupación Aeroportuaria Internacional III, S.A. de C.V. and Servicios Estrategia Patrimonial, S.A. de C.V., entities directly or indirectly owned and controlled by Fernando Chico Pardo, who is also the chairman of our Board of Directors, own 12.6% of our total capital stock.  In addition, Remer Soluciones a la Inversión, S.A. de C.V. (“Remer Soluciones”), an entity owned and controlled by Grupo ADO, S.A. de C.V. (“Grupo ADO”) owns 12.3% of our total capital stock.  Further, ITA, an entity which is owned 50.0% by entities directly owned and controlled by Mr. Chico Pardo and 50.0% by Remer Soluciones, holds Series BB shares representing 7.65% of our capital stock.  These Series BB shares provide it with special management rights.  For example, pursuant to our bylaws, ITA is entitled to present to the Board of Directors the name or names of the candidates for appointment as chief executive officer, to remove our chief executive officer and to appoint and remove one half of the executive officers, and to elect two members of our Board of Directors.  Our bylaws also provide ITA veto rights with respect to certain corporate actions (including some requiring approval of our shareholders) so long as its Series BB shares represent at least 7.65% of our capital stock.  Mr. Chico Pardo and Grupo ADO have entered into a shareholders’ agreement that requires their unanimous consent to cause ITA to exercise certain of these rights.  Special rights granted to ITA are more fully discussed in “Item 10.  Additional Information” and “Item 7.  Major Shareholders and Related Party Transactions.”

 

Therefore, Mr. Chico Pardo and Grupo ADO are each able to exert a significant influence over our management and matters requiring the approval of our stockholders.  The interests of Mr. Chico Pardo, Grupo ADO and ITA may differ from those of our other stockholders, and there can be no assurance that any of Mr. Chico Pardo, Grupo ADO or ITA will exercise its rights in ways that favor the interests of our other stockholders.  In particular, Grupo ADO is a Mexican bus company that may directly or indirectly compete with our key airline customers in the Mexican transportation market.  Furthermore, the concentration of ownership by Mr. Chico Pardo, Grupo ADO and the special rights granted to ITA may have the effect of impeding a merger, consolidation, takeover or other business combination involving ASUR.

 

Some of our board members and stockholders may have business relationships that may generate conflicts of interest.

 

Some of our board members or stockholders may have outside business relationships that generate conflicts of interest.  For example, Fernando Chico Pardo, the chairman of our Board of Directors and one of our principal stockholders, is a member of a number of other boards of directors that from time to time may have interests that diverge from our own.  In addition, Grupo ADO, whose executives sit on our Board of Directors and which is one of our principal stockholders, operates a bus transportation business and has other interests that may be different than ours.  Conflicts may arise between the interests of these or other individuals in their

 

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capacities as our shareholders and/or directors, on the one hand, and their outside business interests on the other.  There can be no assurance that any conflicts of interest will not have an adverse effect on our shareholders.

 

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

 

As is the case with many other domestic and international airports around the world, all of our airports (except for our Cancún Airport and Puerto Rico airport) have only one commercial aviation runway. While we seek to keep our runways in good working order and to conduct scheduled maintenance during off-peak hours, we cannot assure you that the operation of our runways will not 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 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 risks related to construction projects.

 

The building requirements under our master development programs in Mexico could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to expand capacity at our Mexican airports, increase our operating or capital expenses and 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 Mexican master development programs.  If we do not comply with our Mexican master development programs, we may be subject to fines or the loss of our Mexican concessions.  Our current master development programs in Mexico are in effect until December 31, 2018.  Renegotiation of our Mexican master development programs could lead to uncertainty regarding construction projects at our Mexican airports.

 

In addition, in November 2008, as part of our purchase of 130 hectares of land in the bay of Huatulco for Ps.286.3 million from the National Tourism Fund, or FONATUR, we agreed to construct at least 450 and up to 1,300 hotel rooms.  In connection with the construction of these hotel rooms, we had agreed to meet a series of construction milestones, including presentation of a master development plan, submission of architectural plans, application for environmental permits, commencement of construction and substantial completion of construction.  We had completed and presented a master development plan and FONATUR had granted us an extension of time to submit architectural plans, which were due on May 15, 2013.  However, on March 26, 2013, FONATUR relieved us of the obligation to submit the architectural plans and complete the construction projects within a specific timeframe.  Therefore, we no longer need to request an extension from FONATUR and we are no longer subject to penalties by FONATUR if we do not submit the plans or complete the construction project within the allotted time.  However, we are still required to meet all other obligations, including presentation of a master development plan, submission of architectural plans, application for environmental permits, commencement of construction and substantial completion of construction.  As of March 26, 2013, FONATUR no longer imposes a mandatory deadline for investments.  For more information on the development

 

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in the bay of Huatulco, please see “Item 4. Information on the Company—Business Overview—Other Properties.”

 

We are exposed to risks related to other business opportunities.

 

In the spring of 2017, we, through our Cancún airport subsidiary, entered into agreements to acquire a controlling interest in Airplan and Aeropuertos de Oriente S.A.S. (“Oriente”).  In October 2017, we received the necessary approvals from the Colombian regulatory authorities to conclude the acquisition of our stake in Airplan.  Airplan has concessions to operate the following airports in Colombia: the Enrique Olaya Herrera Airport in Medellín and José María Córdova International Airport in Rionegro, the Los Garzones Airport in Montería, the Antonio Roldán Betancourt Airport in Carepa, the El Caraño Airport in Quibdó and the Las Brujas Airport in Corozal.

 

Our acquisition of a controlling stake in Oriente is still pending regulatory approval.  Oriente has concessions to operate the following airports in Colombia: the Simón Bolívar International Airport in Santa Marta, the Almirante Padilla Airport in Riohacha, the Alfonso López Pumarejo Airport in Valledupar, the Camilo Daza International Airport in Cúcuta, the Palonegro International Airport in Bucaramanga and the Yariguíes Airport in Barrancabermeja.  We own approximately 92.42% of the capital stock of Airplan.  If the acquisition of Oriente is consummated, we will own approximately 97.26% of the capital stock of Oriente.

 

We purchased the interest in Airplan for an aggregate price of approximately U.S.$194.5 million (Ps.3,819.9 million at an exchange rate of Ps.19.64 as of December 29, 2017), subject to pricing adjustments and pursuant to a series of agreements with the shareholders of Airplan.  We paid U.S.$69.6 million of the purchase price with cash on hand, and obtained an unsecured loan of Ps.4,000.0 million from BBVA Bancomer in April 2017 to pay the balance of the purchase price.  The loan had a term of one year and an interest rate calculated on the basis of the 28-day Tasa de Interés Intercambiaria de Equilibrio, or Interbank Equilibrium Interest Rate (“TIIE”) plus 0.60%.  This loan was paid on October 2017, and we, through our Cancún airport subsidiary, concurrently incurred two loans of Ps.2,000.0 million each, one with BBVA Bancomer and the other with Banco Santander.  In light of the pending regulatory approvals of the acquisition of Oriente, we and Oriente have agreed to make commercially reasonable efforts to obtain the pending approvals, and, if successful, to negotiate in good faith an adjustment to the purchase price.

 

Risks and uncertainties related to our interest in our Colombian airports include the diversion of attention of our senior management from the operation of our daily business, entering a new market in which we have limited experience and the possibility that revenues from the concessions may not offset increases in operating expenses associated with the concessions.  We may also explore other business opportunities from time to time, which may result in risks and uncertainties similar to those described above.  Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a material adverse effect on our revenues, expenses and net income.

 

In July 2012, the Puerto Rico Ports Authority granted Aerostar, our Puerto Rican subsidiary, a concession to operate the Luis Muñoz Marín International Airport under the United

 

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States FAA’s Airport Privatization Pilot Program.  On February 27, 2013, the transaction was finalized and Aerostar began operating the LMM Airport.  In relation to Aerostar’s lease of the LMM Airport (the “Lease”), our Cancún airport subsidiary entered into a U.S.$215.0 million credit facility with Bank of America Merrill Lynch and BBVA Bancomer to make capital contributions to Aerostar required by Aerostar’s Operating Agreement.  The credit facility was amended on November 16, 2017 to reduce the unsecured term loan commitments to U.S.$145.0 million (which reduction was made concurrently with a repayment of U.S.$70.0 million of the term loans) and to extend the facility’s final maturity to 2022.  Certain covenants in this credit facility restrict our ability to incur debt in the future, which could in turn limit our ability to pursue other business opportunities.  For a more detailed description of the terms of this credit facility, see “Item 5. Operating and Financial Review and Prospects— Liquidity and Capital Resources—Indebtedness.”  Additionally, our Cancún airport subsidiary pledged its membership interests in, and subordinated loan to, Aerostar, as collateral for debt incurred by Aerostar to fund a portion of the concession fee and contingent liabilities related to the concession.  Our Cancún airport subsidiary’s incurrence of debt and pledge of assets may limit our ability to obtain financing for future acquisitions or transactions.  Other risks and uncertainties relate to our 2017 acquisition of a majority interest in Aerostar.  We may be unable to fully implement our business plans and strategies for the integration of Aerostar’s business into ours.  The business growth opportunities, revenue benefits and other benefits expected to result from this acquisition may be delayed or not achieved as expected.  To the extent that we incur higher integration costs or achieve lower revenue benefits or fewer cost savings than expected, our results of operations and financial condition may be adversely affected.

 

We may also explore other business opportunities from time to time, which may result in risks and uncertainties similar to those described above.  Our inability to successfully manage the risks and uncertainties related to such business opportunities could have a material adverse effect on our revenues, expenses and net income.

 

Our LMM Airport business is conducted through Aerostar, which has a minority shareholder.

 

On May 26, 2017 we acquired an additional 10% interest in Aerostar from our former joint venture partner, Oaktree Capital Management, L.P. (“Oaktree Capital”), increasing our total interest to 60.0%.  The minority shareholder in Aerostar is PSP Investments, which acquired a 40.0% ownership interest in Aerostar from Oaktree Capital.  We have received all regulatory approvals for this transaction and, starting June 1, 2017, began to consolidate Aerostar’s results into our financial statements.  All operating and management decisions relating to Aerostar, except for major decisions, require the approval of the majority of the votes of the managers.  However, major decisions, including requiring the members to make additional capital contributions, setting Aerostar’s annual budget and approving distributions to Aerostar’s members, require a supermajority vote of Aerostar’s managers (a supermajority defined as a majority consisting of at least one manager designated by each member).  Due to our 60% interest in Aerostar, we are entitled to designate a majority of members to the board of managers.

 

Our interest and strategies in Aerostar’s operation of the LMM Airport may differ from those of PSP Investments given that our Cancún airport subsidiary made a subordinated shareholder loan to Aerostar in addition to its equity investment, because of the different nature of our respective businesses and for other reasons.  These diverging interests may impair our

 

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ability to reach agreement with PSP Investments on certain major decisions.  In the event that the managers appointed by each of our Cancún airport subsidiary and PSP Investments cannot reach an agreement on certain major decisions and there is a deadlock, any manager may refer the deadlock to the Chief Executive Officers of ASUR or AviAlliance Canada Inc., a wholly-owned subsidiary of PSP Investments (“AviAlliance”).  If the Chief Executive Officers are unable to resolve the deadlock, then the matter will be referred to a non-binding mediation process.  Finally, if the matter is not resolved through mediation, then either member can submit the dispute to final and binding arbitration.  In the event that we do not reach an agreement with PSP Investments on an issue that requires the supermajority approval of the managers, the delay and cost resulting from a deadlock could adversely affect the operations of the LMM Airport and in turn could have a material adverse effect on our business, financial condition, results of operations, cash flows, prospects and/or the market prices of our membership interests in Aerostar.

 

For a discussion of Aerostar’s operating agreement and how it governs our involvement in Aerostar, see “Item 4. Information on the Company—Business Overview—Aerostar’s Operating Agreement.”

 

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.  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 and measures to control the threat from birds and other wildlife on airport sites.  These obligations could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations.

 

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 would cover all of our liabilities in the event of an accident, terrorist attack or other incident.  The markets for airport insurance 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.

 

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Risks Related to the Regulation of Our Business

 

The price regulatory system applicable to our Mexican airports imposes maximum rates for each airport.

 

The price regulatory system does not guarantee that our consolidated results of operations, or that the results of operations of any Mexican airport, will be profitable.

 

The system of price regulation applicable to our Mexican airports establishes an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from services subject to price regulation.   The maximum rates for our Mexican airports have been determined for each year through December 31, 2018.  For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation” and “Item 4. Information on the Company—Puerto Rican Regulatory Framework—Price Regulation.”  Under the terms of our Mexican concessions, there is no guarantee that the results of operations of any airport will be profitable.

 

Our Mexican concessions provide that an airport’s maximum rates will be adjusted periodically for inflation.  Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances, including the amendment of certain provisions of the Mexican Airport Law, our concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that certain events specified in our Mexican concessions have occurred.  The circumstances under which we are entitled to an adjustment are described under “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Special Adjustments to Maximum Rates.”  There can be no assurance that any such request would be made or granted.  If our request is not submitted in a timely manner, or if the adjustment is not approved by the Ministry of Communications and Transportation, our business, financial condition and results of operations may be adversely affected.

 

Our results of operations may be adversely affected by required efficiency adjustments to our Mexican maximum rates.

 

In addition, our Mexican maximum rates are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements.  For the five-year term ending December 31, 2018, an annual efficiency adjustment factor of 0.70% was established by the Ministry of Communications and Transportation.  Future annual efficiency adjustments will be determined by the Ministry of Communications and Transportation in connection with the setting of each airport’s maximum rates every five years.  For a description of these efficiency adjustments, see “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Methodology for Determining Future Maximum Rates.”  We cannot assure you that we will achieve efficiency improvements sufficient to allow us to maintain or increase our operating income as a result of the progressive decrease in each airport’s maximum rate.

 

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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.

 

The Mexican government has in the past implemented changes, and may in the future implement additional reforms, to the tax laws applicable to Mexican companies including ASUR.  In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on our results of operations and cash flows.  For example, on May 23, 2014, a new Federal Economic Competition Law (Ley Federal de Competencia Económica) was enacted.  The new law grants broader powers to the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica) or COFECE, 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 COFECE 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 specific service or product. Some of the services we render are public services that are regulated by the Mexican government and we are unsure if the COFECE will apply the new competition law in the same manner and under the same considerations as it would apply to non-regulated service providers.  The COFECE has previously determined that certain elements of the infrastructure at Mexico City International Airport may be considered essential facilities.  Should the COFECE determine that all or part of the services we render in our Mexican airports are considered an essential facility, we may be required to implement significant changes to the way we currently do our business, which could have a material adverse impact on our results of operations.

 

In connection with tax matters, 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 liability, 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.

 

In 2013, the Mexican government approved a comprehensive tax reform law.  The tax reform law, which became effective January 1, 2014, contains numerous provisions which will have affected us, such as the repeal of the flat tax (“IETU”), the imposition of a 10.0% tax on dividends, a limitation on certain corporate deductions, changes in the tax consolidation rules and changes to indirect taxes such as VAT and changes in criteria for the deductibility of certain expenses and/or the accumulation of income.  Certain of these provisions may affect our cash flows and our results of operation.  For more information on this and other changes to Mexican tax law, see “Item 5.  Operating and Financial Review and Prospects—Taxation.”

 

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Our Mexican concessions may be terminated under various circumstances, some of which are beyond our control.

 

We operate each of our Mexican airports under 50-year concessions granted as of 1998 by the Mexican government.  Any of the Mexican concessions may be terminated for a variety of reasons.  For example, a concession may be terminated if we fail to make the committed investments required by the terms of that concession.  In addition, in the event that we exceed the applicable maximum rate at an airport in any year, the Ministry of Communications and Transportation is entitled to reduce the applicable maximum rate at that airport for the subsequent year and assess a penalty.  Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in termination only if sanctions have been imposed for violation of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession.  We would face similar sanctions for violations of the Mexican Airport Law or its regulations.  Although we believe we are currently complying with the principal requirements of the Mexican Airport Law and its regulations, we may not be in compliance with certain requirements under the regulations.  These violations 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.  For a description of the consequences that may result from the violation of various terms of our Mexican concessions, the Mexican Airport Law or its regulations, see “Item 4. Information on the Company—Mexican 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 subject to additional conditions, which we may be unable to meet.  Failure to meet these conditions may also result in fines, other sanctions and the termination of the Mexican concessions.

 

In addition, the Mexican government may terminate one or more of our concessions at any time through reversion (rescate), if, in accordance with applicable Mexican law, it determines that it is required by national security or in the public interest to do so.  In the event of a reversion (rescate) of the public domain assets that are the subject of our concessions, such assets would revert to the Mexican government and the Mexican government under Mexican law would be required to compensate us, taking into consideration investments made and depreciation of the relevant assets, but not the value of the assets subject to the concessions, based on the methodology set forth in a reversion (rescate) resolution issued by the Mexican Ministry of Communications and Transportation.  There can be no assurance that we will receive compensation equivalent to the value of our investment in our concessions and related assets in the event of such a reversion (rescate).

 

In the event of war, natural disaster, grave disruption of the public order or an imminent threat to national security, internal peace or the economy, the Mexican government may carry out a requisition (requisa — step-in rights) with respect to our airports.  The step-in rights may be exercised by the Mexican government as long as the circumstances warrant.  In all cases, except international war, the Mexican government is required to indemnify us for damages and lost profits (daños y perjuicios) caused by such requisition, calculated at their real value (valor real); provided that if we were to contest the amount of such indemnification, the amount of the indemnity with respect to damages (daños) shall be fixed by expert appraisers appointed by us

 

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and the Mexican government, and the amount of the indemnity with respect to lost profits (perjuicios) shall be calculated taking into consideration the average net income during the year immediately prior to the requisition.  In the event of requisition due to international war, the Mexican government would not be obligated to indemnify us.

 

In the event that any one of our Mexican concessions is terminated, whether through reversion (rescate), requisition (requisa) or otherwise, our other Mexican concessions may also be terminated.  Thus, the loss of any of our concessions would have a material adverse effect on our business and results of operations.  For a discussion of events which may lead to a termination of a Mexican concession, see “Item 4. Information on the Company—Mexican Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”  Moreover, we are required to continue operating each of our nine Mexican airports for the duration of our concessions, even if one or more of them are unprofitable.

 

The Mexican government could grant new concessions that compete with our airports, including the Cancún International Airport.

 

The Mexican government could grant additional concessions to operate existing government managed airports, or authorize the construction of new airports, that could compete directly with our airports.  We may be denied the right to participate in the bidding processes to win these concessions.

 

Currently, the Mayan Riviera is served primarily by Cancún International Airport.  We are unable to predict the effect that a new Mayan Riviera airport would have on our passenger traffic or operating results if the Mexican government decides to move forward with the project.

 

In February 2014, the Palenque International Airport opened in the city of Palenque, 46.9 miles from Villahermosa.  We do not believe the Palenque International Airport has had any impact on passenger traffic at the Villahermosa International Airport and we estimate that any impact that may be experienced in the future will not be significant.

 

In addition, in certain circumstances, the Mexican government can grant concessions without conducting the public bidding process.  Furthermore, the COFECE has the power, under certain circumstances, to reject awards of concessions granted by the government.  Please see “Item 4.  Information on the Company—Mexican Regulatory Framework—Grants of New Concessions” below.  Grants of new concessions could adversely affect our business, results of operations, prospects and financial condition.

 

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, like most airports in other countries, regulated.  In 2015, 2016 and 2017, 43.6%,  46.5% and 50.1%, respectively, of our total revenues were earned from aeronautical services at our Mexican airports, which were subject to price regulation under our maximum rates in Mexico.  In 2017, 51.8% of our total revenues were earned from aeronautical services, which were subject to regulation under our maximum rates in Mexico.  These regulations may limit our flexibility in operating our

 

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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 in Mexico) or established (as in the case of our maximum rates in Mexico) by the Ministry of Communications and Transportation for five-year terms.  Except under limited circumstances, we generally do not have the ability unilaterally to change our obligations (such as the investment obligations under our Mexican master development programs or the obligation under Mexican concessions to provide a public service) or increase our maximum rates applicable under those regulations should our 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 not be amended in a manner that would cause additional sources of our revenues to be regulated.

 

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

 

Although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our Mexican concessions, the Mexican Airport Law and its regulations or other applicable law, 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 not encounter difficulties in complying with these laws, regulations and instruments.  Moreover, there can be no assurance that the laws and regulations governing our business will not change.

 

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

 

Historically, we have set the prices we charge for regulated services at each Mexican airport as close as possible to the prices we are allowed to charge under the maximum rate for that airport.  We expect to continue to pursue this pricing strategy in the future.  For example, in 2017, our revenues subject to maximum rate regulation represented 99.9% of the amount we were entitled to earn under the maximum rates for all of our Mexican airports.  There can be no assurance that we will be able to establish prices in the future that allow us to collect virtually all of the revenue we are entitled to earn from services subject to price regulation.

 

The specific prices we charge for regulated services are determined based on various factors, including projections of passenger traffic volumes, the Mexican producer price index (excluding petroleum) 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 Mexican 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 the airport’s maximum rates, 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 Mexican concessions is terminated, our other concessions may also be terminated.

 

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Depreciation of the Mexican 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 (or earlier upon a cumulative increase of 5.0% in the Mexican producer price index (excluding petroleum)).  However, we generally collect passenger charges from airlines 30 to 115 days following the date of each flight.  Such tariffs for the services that we provide to international flights or international passengers in our Mexican airports 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 maximum rates at one or more of our airports, which could lead to the imposition of fines and the termination of one or more of our concessions.  From December 31, 2016 to December 31, 2017, the peso appreciated by 4.8%, from Ps.20.62 per U.S.$1.00 on December 31, 2016 to Ps.19.64 per U.S.$1.00 on December 29, 2017.  For a detailed description of historical exchange rates, see “Item 3. Key Information—Exchange Rates.”  In the event that any one of our Mexican concessions is terminated, our other concessions may also be terminated.

 

The price regulatory system applicable to our Colombian airports does not guarantee that our consolidated results of operations, or that the results of operations of any Colombian airport, will be profitable.

 

Our Colombian airports receive two kinds of remuneration for their operations, depending on the types of activities carried out in each airport.  First, as a result of aeronautical operations at each airport (excluding fuel supply), Airplan charges airlines regulated tariffs for activities such as aircraft parking rights, subject to annual caps set by Aerocivil.  These regulated tariffs are adjusted on an annual basis based on the Colombian consumer price index (Índice de Precios al Consumidor), or the IPC.  Airplan also charges non-regulated tariffs for commercial activities, including leases and vehicle parking services, that may be set by the concession holder based upon supply and demand.

 

Although we are entitled to request additional adjustments to the regulated tariffs, any modification or amendment is subject to the approval of Aerocivil.  If our request is not submitted in a timely manner, or if the adjustment is not approved by Aerocivil, our business, financial condition and results of operation may be adversely affected.  For additional information, see “Item 4—Business Overview—Our Colombian Airports—Aeronautical Revenues.”

 

Our Colombian concessions may be terminated under various circumstances, some of which are beyond our control, and such termination could have a material adverse effect on our business and results of operations.

 

In the event of noncompliance with the terms of the Colombian concession agreement, the National Infrastructure Agency (Agencia Nacional de Infraestructura), or ANI may rescind the agreement and assess a penalty, the amount of which varies depending on the stage of the concession.  Airplan is subject to a maximum penalty of U.S.$20 million during the adaptation and modernization stage of the Colombian concession.  During the maintenance stage of the

 

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concession, this maximum penalty may be reduced by 30.0%, 50.0% or 70.0%, depending on when the breach occurs.

 

Under applicable Colombian laws and the terms of the concession, a concession may be terminated upon certain events, including but not limited to: reaching the expected revenues set forth in the concession agreement; dissolution or bankruptcy of our subsidiary Airplan; and a failure to pay fines imposed due to noncompliance with the concession agreement.  In addition, the Colombian government may terminate one or more of our concessions if it determines that it is required by national security or in the public interest to do so.  The loss of our Colombian concessions could have a material adverse effect on our business and results of operations.  For additional information, see “Item 4—Colombian Regulatory Framework—Penalties and Termination of Colombian Concession.”

 

Changes in existing or new laws and regulations in Mexico, Colombia, the United States and Puerto Rico, including tax laws, or regulatory enforcement priorities could adversely affect our businesses or investments.

 

Laws and regulations at the local, regional and national levels, in Mexico, Colombia, the United States and Puerto Rico, change frequently, and the changes can impose significant costs and other burdens of compliance on our businesses or investments.  Any changes in regulations, the interpretation of existing regulations, the imposition of additional regulations or the enactment of any new legislations that affect the airport sector, employment/labor, transportation/logistics, energy costs, tax or environmental issues, could have an adverse impact, directly or indirectly, on our financial condition and results of operations.

 

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 continue and to be stimulated by international agreements between Mexico and the United States.  There can be no assurances that environmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial conditions.

 

In addition, our subsidiary Aerostar, as operator of the LMM Airport, is subject to United States federal aviation laws and regulations issued by the FAA and the Transportation Security Administration, or “TSA.”  However, because the LMM Airport is the first airport to be privatized under the Airport Privatization Pilot Program, it is unclear how the FAA will apply to Aerostar and the LMM Airport existing and future laws and regulations applicable to airport operators in the United States.  If Aerostar fails to comply with existing or future laws and regulations, it could be subject to fines or be required to incur expenses in order to bring the LMM Airport into compliance.  This and any other future changes in existing laws and changes in enforcement priorities by the governmental agencies charged with enforcing existing laws and regulations, as well as changes in the interpretation of these laws and regulations, can increase our businesses and investments’ compliance costs.

 

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Risks Related to Mexico

 

Appreciation, depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.

 

In 2017, the peso appreciated 4.8% against the U.S. dollar.  From 2013 to 2016, the peso decreased substantially in value against the U.S. dollar, and if this depreciation were to resume, it could (notwithstanding other factors) lead to a decrease in Mexican domestic passenger traffic that may not be offset by any increase in international passenger traffic.  Any future significant appreciation of the peso could impact our aggregate passenger volume by increasing the cost of travel for international passengers.  Depreciation of the peso could impact our aggregate passenger traffic volume by increasing the cost of travel for Mexican domestic passengers, which may adversely affect our results of operations.  In addition, there can be no assurance that any depreciation of the peso in the future will result in an increase to international passenger traffic.

 

In addition, depreciation of the peso against the U.S. dollar may adversely affect the dollar value of an investment in the ADSs and the Series B shares, as well as the dollar value of any dividend or other distributions that we may make.

 

As of December 31, 2017, 45.2% of our liabilities (approximately U.S.$148.4 million) were dollar-denominated.  These liabilities consist of U.S.$145.0 million outstanding under a U.S.$145.0 million credit facility with BBVA Bancomer and Merrill Lynch, which is denominated in U.S. dollars and which matures in 2022, and U.S.$3.4 million in trade and other payables.  Although we currently intend to fund the investments required by our business strategy through cash flow from operations and from peso-denominated borrowings, we may incur dollar-denominated debt to finance all or a portion of these investments.  A devaluation of the peso would increase the debt service cost of any dollar-denominated indebtedness that we may incur and result in foreign exchange losses.

 

Severe devaluation or depreciation of the peso, or government imposition of exchange controls, 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.

 

Economic developments in Mexico may adversely affect our business and results of operations.

 

Although a substantial portion of our revenues is derived from foreign tourism, Mexican domestic passengers in recent years have represented approximately half of the passenger traffic volume in our Mexican airports.  In addition, a significant amount of our assets are located, and a significant segment of our operations are conducted, in Mexico.  As a result, our business, financial condition and results of operation could be adversely affected by the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico, or by political developments in Mexico.

 

Mexico has experienced, and may in the future experience, adverse economic conditions.

 

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

 

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reduction of liquidity in the banking sector and high unemployment rates.  We cannot assume that such conditions will not return or that such conditions will not have a material adverse effect on our business, financial condition or results of operations.

 

Mexico began to enter a recession in the fourth quarter of 2008, during which GDP fell by 1.6% and inflation increased by 2.5%. GDP fell by an additional 6.5% and inflation increased by an additional 3.6% in 2009.  In 2010, the Mexican economy began to recover, with GDP increasing by 5.5% and inflation at 4.4%.  In 2011, Mexican GDP increased 3.7% with inflation decreasing to 3.8%.  In 2012, GDP increased 3.9% with inflation decreasing to 3.6%.  In 2013, Mexican GDP increased 1.1% and inflation increased to 3.9%. In 2014, Mexican GDP increased 2.6% and inflation increased to 4.1%.  In 2015, Mexican GDP increased 2.5% and inflation decreased to 2.1%. In 2017, Mexican GDP increased 2.3% and inflation increased to 6.7%, its highest level in 16 years.

 

If the Mexican economy does not continue to recover, if inflation or interest rates increase significantly or if the Mexican economy is otherwise adversely impacted, our business, financial condition or results of operations could be materially and adversely affected.

 

Political developments in Mexico could adversely affect our operations.

 

Our financial condition and results of operation may be adversely affected by changes in Mexico’s political climate to the extent that such changes affect the nation’s economic policies, growth, stability, outlook or regulatory environment.

 

After 12 years of government control by the National Action Party (“PAN”), the candidate for president of the Institutional Revolutionary Party (“PRI”), Enrique Peña Nieto, won the presidential election in 2012.  Mr. Peña Nieto took over the presidency at a time when Mexico’s economy was improving and he promised to continue improving the economy, generate growth and employment, and contain drug related violence and crime. However, we cannot assure you that the current or any future administration will maintain business friendly and open market economic policies and policies that stimulate economic growth and social stability.  In 2013, Mexican congress passed an energy reform plan, opening the doors of the state-controlled energy industry to foreign investment, and a comprehensive tax reform plan.  Any further 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.  In addition, because no single party currently has a clear majority in congress, government gridlock and political uncertainty may occur. National presidential and legislative elections are set to take place on July 1, 2018.  A change in leadership and party control could result in economic or political conditions in Mexico that could materially impact our operations.  We cannot provide any assurances that political or social developments in Mexico, over which we have no control, will not 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 the government will successfully contain drug related violence and crime.  If media outlets continue to report an increase in the level of drug-related violence in Mexico, the desirability of the locations in which we operate as tourist destinations can be affected, which could have a material adverse effect on our business, results of operations, prospects and financial condition.

 

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Mexico will hold presidential and congressional elections on July 1, 2018.  The present frontrunner, Andrés Manuel López Obrador, has campaigned as a left-wing populist, promising to take a harder line with the United States and the Trump Administration.  If Mr. López Obrador is elected, relations between the United States and Mexico could deteriorate, leading to reduced cooperation on border security, trade and immigration.  Such restrictions could have a material adverse effect on our results of operations.

 

López Obrador has also promised to eliminate the new, larger Mexico City airport, construction on which began in 2015, that is expected to be completed in 2020 to replace Mexico City International Airport.  Our Mexican domestic passenger traffic is highly dependent upon the operations of the Mexico City International Airport.  We cannot assure you that any uncertainty surrounding construction of the new Mexico City airport will not adversely affect the operations of the Mexico City International Airport.

 

Developments in other countries may affect the prices of securities issued by Mexican companies.

 

The Mexican economy may be, to varying degrees, affected by economic and market conditions in other countries.  Although economic conditions in other countries may differ significantly from economic conditions in Mexico, investors’ reactions to adverse developments in other countries may have an adverse effect on the market value of securities of Mexican issuers.  In October 1997, prices of both Mexican debt and equity securities decreased substantially as a result of the sharp drop in Asian securities markets.  Similarly, in the second half of 1998 and in early 1999, prices of Mexican securities were adversely affected by the economic crises in Russia and Brazil.  The Mexican debt and equities markets also have been adversely affected by ongoing developments in the global credit markets.

 

In addition, in recent years, economic conditions in Mexico have become increasingly correlated with economic conditions in the United States as a result of the North American Free Trade Agreement, or NAFTA, and increased economic activity between the two countries.  Therefore, adverse economic conditions in the United States, the termination of NAFTA or other related events could have a material adverse effect on the Mexican economy.  We cannot assure you that events in other emerging market countries, in the United States or elsewhere will not materially and adversely affect our business, financial condition or results of operations.

 

The election of Mr. Donald J. Trump as President of the United States may create uncertainty for relations between Mexico and the United States, and could have a material adverse effect on our business, financial condition and results of operations.

 

On January 20, 2017, Donald J. Trump was sworn into office as the President of the United States.  As a presidential candidate, Mr. Trump expressed his intention to make changes related to immigration and trade, including the renegotiation of the North American Free Trade Agreement, or NAFTA, and raised the possibility of imposing increases on tariffs on goods imported into the United States, particularly from Mexico.  The United States is Mexico’s primary trading partner, and receives over 80 percent of Mexico’s total exports.  Weakened trading ties between Mexico and the U.S. could hurt industrial growth in the Mexican economy.  Further, President Trump has expressed intentions to increase enforcement efforts in connection

 

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 with immigration policy.  If new federal immigration legislation is enacted, such laws may contain provisions that could make it more difficult for Mexican citizens to travel between Mexico and the United States.  In addition, new immigration legislation could lead to uncertain economic conditions in Mexico that may affect leisure travel, including travel to and from Mexico.  Such restrictions could have a material adverse effect on passenger traffic results at our Mexican airports.  Following the election of President Trump, the Mexican peso experienced volatility in its depreciation against the U.S. dollar, though the peso appreciated against the U.S. dollar in 2017.  If the peso were to experience depreciation volatility again, it could lead to a decrease in Mexican domestic passenger traffic that may not be offset by any increase in international passenger traffic.  Any attempt by President Trump to implement changes to United States-Mexico policy, including actions to withdraw from or materially modify NAFTA and to implement immigration reform, could have a material adverse effect on our business, financial condition or results of operations.

 

Differences between the corporate disclosure requirements of Mexico and the United States may not adequately reflect our business and results of operations.

 

A principal objective of the securities laws of the United States, Mexico, and other countries is to promote full and fair disclosure of all material corporate information, including accounting information.  However, there may be different or less publicly available information about issuers of securities in Mexico than is regularly made available by public companies in countries with highly developed capital markets, including the United States.

 

In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. In particular, our financial statements are prepared in accordance with IFRS which differs from United States GAAP in a number of respects.  Items on the financial statements of a company prepared in accordance with IFRS may not reflect its financial position or results of operations in the way they would be reflected had such financial statements been prepared in accordance with United States GAAP.

 

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 ASUR 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 United States securities laws, with respect to its investment in ASUR. If you invoke such governmental protection in violation of this agreement, your shares could be forfeited to the Mexican government.

 

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

 

ASUR is organized under the laws of Mexico, with its principal place of business (domicilio social) in Mexico City, and most of our directors, officers and controlling persons reside outside the United States.  In addition, all or a substantial portion of our assets and their assets are located outside of the United States.  As a result, it may be difficult for investors to effect service of process within the United States on such persons or to enforce judgments against them, including in any action based on civil liabilities under the United States federal securities laws.  There is doubt as to the enforceability against such persons in Mexico, whether in original actions or in actions to enforce judgments of United States courts, of liabilities based solely on the United States federal securities laws.

 

The protections afforded to minority shareholders in Mexico are different from those in the United States.

 

Under Mexican law, the protections afforded to minority shareholders are different from those in the United States.  In particular, the law concerning fiduciary duties of directors is not as fully developed as in other jurisdictions and there are different procedural requirements for bringing shareholder lawsuits.  As a result, in practice it may be more difficult for minority shareholders of ASUR to enforce their rights against us or our directors or controlling shareholders than it would be for shareholders of a company incorporated in another jurisdiction, such as the United States.

 

Risks Related to Colombia

 

Colombian government policies may significantly affect the economy, and, as a result, our business and operations in Colombia.

 

Our business and results of operations at our Colombian airports are dependent on the economic conditions prevailing in Colombia.  The Colombian government has historically exercised substantial influence on its economy, and is likely to continue to implement policies that will have an impact on the business and results of operations of entities in the country.  Potential changes in laws, public policies and regulations may cause instability and volatility in Colombia, which could have a material adverse impact on our business and results of operations.

 

Although Colombia has maintained stable economic growth since 2003 and an inflation rate below 8.0% during the decade, in the past, economic growth has been negatively affected by lower foreign direct investment and high inflation rates and the perception of political instability. We cannot assure you that growth achieved in recent years by the Colombian economy will continue in future periods. If the perception of improved overall stability in Colombia deteriorates or if foreign direct investment declines, the Colombian economy may face a downturn, which could impact international and domestic traffic at our Colombian airports, and negatively affect our results of operations.

 

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Colombia has experienced several periods of violence and political instability, which could affect the economy and our operations.

 

Colombia has experienced several periods of criminal violence over the past four decades, primarily due to the activities of guerilla, paramilitary groups and drug cartels.  In remote regions of the country, where governmental presence is minimal, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers.  In response, the Colombian government has implemented security measures and has strengthened its military and police forces, including the creation of specialized units. Despite these efforts, drug-related crime and guerrilla and paramilitary activity continue to exist in Colombia.  Any possible escalation in the violence associated with these activities may have a negative impact on the Colombian economy in the future.

 

In the context of any political instability, allegations have been made against members of the Colombian government concerning possible ties with paramilitary groups.  These allegations may have a negative impact on the Colombian government’s credibility, which could in turn have a negative impact on the Colombian economy and tourism, and our operations there in the future.  In October 2016, the Colombian Government signed a peace agreement with the Revolutionary Armed Forces of Colombia (Fuerzas Armadas Revolucionarias de Colombia or “FARC”) guerilla to seek their demobilization and end of the armed conflict.  In November 2016, the Colombian government entered into a peace agreement with FARC without submitting the agreement to voter approval. The Colombian government is currently in negotiations for a peace agreement with the National Liberation Army, the second-largest guerilla group in the country, though negotiations with the group have been suspended at least two times by the government as a result of criminal activities perpetrated against the civilian population.  In addition, some ex-guerrilla members continue to carry out illegal activities, including micro-drug trafficking and robbery, leading to the establishment of criminal bands in the Antioquia, Cauca and Valle del Cauca regions. As a result, local and national authorities have increased the presence of military and police forces, particularly in border zones and major cities such as Medellín.

 

In addition, Colombia has recently experienced substantial migration from Venezuela, leading to strained relations between the nations, including with respect to commercial relations.  Air transport between Colombia and Venezuela has slowed in part due to political and economic instability in Venezuela.

 

Finally, Colombian presidential elections are expected to take place in May 2018, and could lead to uncertainty surrounding certain policies, particularly with respect to guerrilla and paramilitary groups.  As such, our Colombian operations could be adversely impacted by rapidly changing economic, political and social conditions in Colombia and by the Colombian government’s response to such conditions.

 

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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 ASUR.  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 U.S. Securities and Exchange Commission, or 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 will file a registration statement with the SEC 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 such sales to you, the ADS holders, is not possible.  As a result, your equity interest in ASUR 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, the S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V., 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 and in accordance with Mexican law, 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.

 

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

 

On August 17, 2010, JMEX B.V., which held 16.1% of our capital stock, disposed of 100.0% of its holdings or 47,974,228 Series B shares, in an underwritten public offering at a price of U.S.$4.48 per Series B share.  On January 4, 2012, Fernando Chico Pardo consummated the sale of 49.0% of ITA and 37,746,290 of his Series B shares to Grupo ADO for an aggregate purchase price of U.S.$196.6 million.

 

Future sales of substantial amounts of our common stock or the perception that such future sales may occur, may depress the price of our ADSs and Series B shares.  Although we and JMEX B.V. were subject to a lock-up in connection with the August 2010 sale, our other stockholders, directors and officers were not subject to any lock-up agreements, and as a result,

 

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they were able to freely transfer their Series B shares immediately following the offering.  We, our stockholders, directors and officers may not be subject to lock-up agreements in future offerings of our common stock.  Any such sale may lead to a decline in the price of our ADSs and Series B shares.  We cannot assure you that the price of our ADSs and Series B shares would recover from any such decline in value.

 

We may be classified as a passive foreign investment company for U.S. federal income tax purposes, which could subject U.S. investors in shares of our common stock or ADSs to adverse tax consequences, which may be significant.

 

We will be classified as a passive foreign investment company (a “PFIC”) in any taxable year in which, after taking into account our income and gross assets (and the income and assets of our subsidiaries pursuant to applicable “look-through rules”) either (i) 75% or more of our gross income for the taxable year consists of certain types of “passive income” or (ii) 50% or more of the average quarterly value of our assets is attributable to “passive assets” (assets that produce or are held for the production of passive income).  We believe that we were not a PFIC for U.S. federal income tax purposes in 2017 and do not expect to be a PFIC in subsequent taxable years.  PFIC status is a factual determination made annually after the close of each taxable year on the basis of the composition of our income and the value of our active versus passive assets.  Because our belief is based in part on the expected market value of our equity, a decrease in the trading price of our common stock and ADSs may result in our becoming a PFIC.

 

If we were to be or become classified as a PFIC, a U.S. Holder, as defined in “Item 10.E. Taxation — United States Federal Income Tax Considerations,” that does not make a “mark-to-market” election may incur significantly increased U.S. income tax on gain at ordinary income tax rates recognized on the sale or other disposition of shares of our common stock or ADSs and on the receipt of distributions on the shares of our common stock or ADSs to the extent such distribution is treated as an “excess distribution” under the U.S. federal income tax rules.  We do not intend to provide holders with the information necessary to make a “QEF election” (as described in “Item 10.E. Taxation — United States Federal Income Taxation — Passive Foreign Investment Company”).  Thus, a U.S. Holder seeking to mitigate the potential adverse effects of the PFIC rules should consider making a mark-to-market election.  Additionally, if we were to be or become classified as a PFIC, a U.S. Holder of shares of our common stock or ADSs will be subject to additional U.S. tax form filing requirements, and the statute of limitations for collections may be suspended if the U.S. Holder does not file the appropriate form. See “Item 10.E. Taxation — United States Federal Income Taxation — Passive Foreign Investment Company.”

 

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FORWARD LOOKING STATEMENTS

 

This Form 20-F contains forward-looking statements.  We may from time to time make forward-looking statements in our 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, operating income, net 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,

 

·                  statements about our future economic performance or that of Mexico or other countries in which we operate, 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 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 Mexican, Colombian and Puerto Rican concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico, Colombia, Puerto Rico 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 Sureste, S.A.B. de C.V., or ASUR, 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-sector investment.  The duration of our corporate existence is indefinite.  We are a holding company and conduct all of our operations through our subsidiaries.  The terms “ASUR,” “we” and “our” in this annual report refer both to Grupo Aeroportuario del Sureste, S.A.B. de C.V. as well as Grupo Aeroportuario del Sureste, S.A.B. de C.V. together with its subsidiaries.  Our registered office is located at Bosque de Alisos No. 47ª-4th Floor, Bosques de las Lomas, 05120 México, D.F., México, telephone (5255) 5284 0408.

 

Investment by ITA

 

As part of the opening of Mexico’s airports to investment, in 1998, the Mexican government sold a 15.0% equity interest in us in the form of 45,000,000 Series BB shares to ITA pursuant to a public bidding process.

 

ITA paid the Mexican government a total of Ps.1,165.1 million (nominal pesos, excluding interest) (U.S.$120.0 million based on the exchange rates in effect on the dates of payment) in exchange for:

 

·                  45,000,000 Series BB shares representing 15.0% of our outstanding capital stock (as of the date hereof, Series BB shares represent 7.65% of our outstanding capital stock following the conversion described below),

 

·                  three options to subscribe for newly issued Series B shares, all of which have expired unexercised, and

 

·                  the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement, a technical assistance agreement 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—Related Party Transactions.”

 

Under the technical assistance agreement, ITA provides management and consulting services and transfers industry “know-how” and technology to ASUR in exchange for a technical assistance fee.  This agreement is more fully described in “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.”  The agreement provides us a perpetual and exclusive license in Mexico to use all technical assistance and “know-how” transferred to us by ITA or its stockholders during the term of the agreement.  The agreement had an initial 15-year term which expired in 2013, and is automatically renewed for successive five-year terms, unless one party provides the other a notice of termination within a specified period prior to a scheduled expiration date. The agreement was automatically renewed on December 18, 2013.  Although Copenhagen Airports A/S (“Copenhagen Airports”) sold its stake

 

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in ITA to Mr. Chico Pardo in October 2010, this technical assistance agreement continues in force.  ITA provides us assistance in various areas, including strategic planning, financial analysis and control, development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic volume at our airports, political and regulatory issues, assistance with the preparation of the master development plans that we are required to submit to the Ministry of Communications and Transportation with respect to each of our airports, construction programming, exploring and analyzing new business opportunities, and the improvement of our airport operations.

 

The technical assistance fee is equal to the greater of U.S.$2.0 million, adjusted for United States inflation, or 5.0% of our annual consolidated earnings before comprehensive financing cost, income taxes and depreciation and amortization (determined in accordance with financial reporting standards applicable in Mexico and calculated prior to deducting the technical assistance fee under this agreement).  The agreement was amended in 2012 to provide for quarterly payments of the fee.  The fixed dollar amount decreased during the agreement’s initial five years.  The fixed dollar amount was U.S.$5.0 million in 1999 and 2000, and U.S.$3.0 million in 2001 and 2002.  Since 2003, the fixed dollar amount is U.S.$2.0 million before the annual adjustment for inflation (measured by the United States consumer price index) as from the first anniversary of the technical assistance agreement.  In 2017, the fixed amount was U.S.$3.0 million.  We believe that this structure creates an incentive for ITA to increase our annual consolidated earnings before net comprehensive financing cost, income and asset taxes and depreciation and amortization.  ITA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.  In 2015, 2016 and 2017, the technical assistance costs were Ps.239.2 million, Ps.288.1 million and Ps.346.5 million, respectively, greater than the fixed cost of Ps.48.6 million, Ps.60.0 million and Ps.58.3 million, respectively, for the same periods.

 

The technical assistance agreement allows ITA, its stockholders and their affiliates to render additional services to ASUR only if the Acquisitions and Contracts Committee of our Board of Directors determines that these related persons have submitted the most favorable bid in a public bidding process involving at least three unrelated parties.  For a description of this committee, see “Item 6. Directors, Senior Management and Employees—Committees.”

 

Under our bylaws and the technical assistance agreement, ITA has the right to elect two members of our Board of Directors (which currently consists of nine members) and their alternates, and to present the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to remove our chief executive officer and to appoint and remove half of our executive officers.  As the holder of the Series BB shares, ITA’s consent is also required to approve certain corporate matters so long as ITA’s Series BB shares represent at least 7.65% of our capital stock.  In addition, our bylaws and the technical assistance agreement contain certain provisions designed to avoid conflicts of interest between ASUR and ITA.  The rights of ITA in our management are explained in “Item 6. Directors, Senior Management and Employees—Committees.”

 

The remaining 85.0% of our outstanding capital stock, which at that time (prior to the conversion in June 2007 by ITA of 22,050,000 Series BB shares into 22,050,000 Series B shares) consisted of 255,000,000 Series B shares, was sold by the Mexican government to a

 

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Mexican trust established by NAFIN.  This trust subsequently sold the shares it held in us to the public.  To our knowledge, the Mexican government no longer holds any of our shares.

 

ITA was restricted from transferring any of its remaining Series BB shares until December 18, 2008.  From December 18, 2008 until December 17, 2013, ITA could sell in any year up to 20.0% of its remaining ownership interest in us represented by Series BB shares.  These selling restrictions ended when the participation agreement expired on December 17, 2013.  Our bylaws provide that Series BB shares must be converted into Series B shares prior to transfer.  For a more detailed discussion of ITA’s rights to transfer its stock, see “Item 10.  Additional Information—Registration and Transfer.”

 

As required under the participation agreement entered into in connection with the Mexican government’s sale of the Series BB shares to ITA, ITA transferred its Series BB shares to a trust, the trustee of which is Banco Nacional de Comercio Exterior, S.N.C (“Bancomext”).  Under the terms of the participation agreement and the trust agreement, ITA’s majority shareholder, currently Fernando Chico Pardo, was required to, directly or indirectly, maintain an ownership interest in ITA of a minimum of 51.0% unless otherwise approved by the Ministry of Communications and Transportation.  To the extent that Mr. Chico Pardo acquired shares of ITA in excess of a 51.0% interest, this additional interest could be sold without restriction.  This ownership requirement expired on December 18, 2013.  See “Item 7.  Major Shareholders and Related Party Transactions—Major Shareholders—ITA Trust” for a further description of these provisions.  If ITA or its stockholders default on any obligation contained in the trust agreement, or if ITA defaults on any obligation contained in the technical assistance agreement, after specified notice and cure provisions, the trust agreement provides that the trustee may sell 5.0% of the shares held in the trust and pay the proceeds of such sale to ASUR as liquidated damages.

 

Pursuant to the terms of the trust, ITA may direct the trustee to vote the Series BB shares, currently representing 7.65% of our capital stock, regarding all matters other than capital reductions, payment of dividends, amortization of shares and similar distributions to our shareholders, which are voted by the trustee in accordance with the vote of the majority of Series B shares.  The trust does not affect the veto and other special rights granted to the holders of Series BB shares described in “Item 10. Additional Information.”

 

Currently, Fernando Chico Pardo, our Chairman, directly holds 50.0% of ITA’s shares.  The other 50.0% is held by Remer Soluciones, an entity owned and controlled by Grupo ADO.  Mr. Chico Pardo became a stockholder in ITA in April 2004 when he acquired the 24.5% ownership stake of the French group Vinci, S.A. in ITA and a 13.5% ownership stake of the Spanish group Ferrovial Aeropuertos, S.A. in ITA.  At the same time, Copenhagen Airports acquired Ferrovial Aeropuertos, S.A.’s 11.0% ownership interest in ITA, thereby increasing its participation in ITA from 25.5% to 36.5%.  Mr. Chico Pardo acquired an additional 25.5% ownership stake in ITA through the exercise of his right of first refusal following the auction of such shares by NAFIN, a Mexican national credit institution and development bank controlled by the Mexican government.  On April 29, 2005, Copenhagen Airports increased its participation in ITA from 36.5% to 49.0% through the purchase of shares from Mr. Chico Pardo.

 

In connection with the tender offers and other transactions undertaken by Mr. Chico Pardo in June 2007, ITA converted 22,050,000 Series BB shares representing 7.35% of our total

 

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outstanding capital stock into Series B shares and transferred such shares to Agrupación Aeroportuaria Internacional, S.A. de C.V. by means of a spin-off.  As a result of this transaction, ITA currently holds 22,950,000 Series BB shares representing 7.65% of our total outstanding capital stock.  See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Capital Stock Structure.”

 

On October 13, 2010, Copenhagen Airports consummated the sale of its 49.0% stake in ITA to Mr. Chico Pardo.  As a result of this transaction, Mr. Chico Pardo became the direct or indirect owner of 100% of the shares of ITA.  On January 4, 2012, Fernando Chico Pardo consummated the sale of an entity that owns and controls 49.0% of the shares of ITA, Corporativo Galajafe, S.A. de C.V. (“Corporativo Galajafe”) (now Remer Soluciones), to Grupo ADO.  On November 11, 2013, Corporativo Galajafe merged into Remer Soluciones, the total capital stock of which is 99% owned by Grupo ADO.  On April 27, 2015, Remer Soluciones exercised its option to acquire an additional 1.0% interest in the outstanding shares of ITA for a purchase price of U.S.$4.6 million.  In light of such purchase, Remer Soluciones and Fernando Chico Pardo each own 50.0% of ITA.  See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—ITA Trust.”

 

Mr. Chico Pardo is the founder and President of Promecap, S.C. since 1997.  He was appointed by ITA as a member of our Board of Directors and has been Chairman of the Board since April 28, 2005.  He has also served as a board member of, among others, Grupo Financiero Inbursa, Condumex, Grupo Carso, Sanborns Hermanos, Sears Roebuck de México, Grupo Posadas de México and Grupo Saltillo.

 

Investment in Luis Muñoz Marín  International Airport (“LMM Airport”)

 

On July 11, 2012, Aerostar, a joint venture between our Cancún airport subsidiary and Oaktree Capital, submitted a successful bid for a concession to operate the LMM Airport.  On February 27, 2013, the transaction was completed and Aerostar began operating the LMM Airport.  On May 26, 2017, we acquired an additional 10% membership interest in Aerostar, pursuant to a Membership Interest Purchase Agreement, giving us a majority stake in the joint venture.  In addition, Oaktree Capital sold its remaining 40.0% interest in Aerostar to PSP Investments, through its wholly-owned subsidiary AviAlliance, pursuant to a separate Membership Interest Purchase Agreement.  Our Cancún airport subsidiary owns 60.0% of Aerostar’s outstanding membership interests, which it has pledged on a non-recourse basis to secure up to U.S.$410.0 million of indebtedness incurred by Aerostar to pay the upfront leasehold fee, fund capital expenditures and for working capital purposes.  As member of Aerostar, our Cancún airport subsidiary is entitled to distributions.  However, pursuant to the terms of Aerostar’s debt, distributions are permitted only when Aerostar is in compliance with certain conditions.  Additionally, our Cancún airport subsidiary made a U.S.$100.0 million subordinated shareholder loan to Aerostar on February 22, 2013 to partially fund the cost of acquiring the concession to operate the LMM Airport and it is entitled to cash interest payments on this loan whenever certain conditions are met, including that dividends are permitted to be paid.  Cash interest on the shareholder loan is paid in preference to any dividends that may be payable.  When cash interest payments are not permitted, interest on this loan is capitalized.

 

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Acquisition of Colombian Airports

 

In the spring of 2017, we, through our Cancún Airport subsidiary, entered into agreements to acquire a controlling interest in Airplan and Aeropuertos de Oriente S.A.S. (“Oriente”).  In October 2017, we received the necessary approvals from the Colombian regulatory authorities to conclude the acquisition of the stake in Airplan.  Our acquisition of a controlling stake in Oriente is still pending regulatory approval.  Airplan has concessions to operate the following airports in Colombia: the Enrique Olaya Herrera Airport in Medellín and José María Córdova International Airport in Rionegro, the Los Garzones Airport in Montería,  the Antonio Roldán Betancourt Airport in Carepa, the El Caraño Airport in Quibdó and the Las Brujas Airport in Corozal.

 

Oriente has concessions to operate the following airports in Colombia: the Simón Bolívar International Airport in Santa Marta, the Almirante Padilla Airport in Riohacha, the Alfonso López Pumarejo Airport in Valledupar, the Camilo Daza International Airport in Cúcuta, the Palonegro International Airport in Bucaramanga and the Yariguíes Airport in Barrancabermeja.  We own approximately 92.42% of the capital stock of Airplan.  If the acquisition of Oriente is consummated, we will own approximately 97.26% of the capital stock of Oriente.

 

We purchased the interest in Airplan for an aggregate price of approximately U.S.$194.5 million (Ps.3,819.9 million at an exchange rate of Ps.19.64 as of December 29, 2017), subject to pricing adjustments and pursuant to a series of agreements with the respective shareholders of Airplan.  We paid U.S.$69.6 million of the purchase price with cash on hand, and obtained an unsecured loan from BBVA Bancomer in April 2017 to pay the balance of the purchase price.  The loan had a term of one year and an interest rate calculated on the basis of the 28-day TIIE plus 0.60%.  This loan was paid on October 2017, and we, through our Cancún airport subsidiary, concurrently incurred two loans of Ps.2,000.0 million each, one with BBVA Bancomer and the other with Banco Santander.

 

The agreements to purchase the interest in Oriente remain subject to regulatory approval by Colombian aviation authorities, including the National Infrastructure Agency (Agencia Nacional de Infraestructura), which grants airport concessions, and the Public Establishment of Olaya Herrera Airport (Establecimiento Público de Aeropuerto Olaya Herrera).  In light of the pending regulatory approvals of the acquisition of Oriente, we and Oriente have agreed to make commercially reasonable efforts to obtain the pending approvals, and, if successful, to negotiate in good faith an adjustment to the purchase price.

 

Master Development Programs in Mexico

 

Under the terms of our Mexican concessions, each of our subsidiary concession holders is required to submit an updated master development plan for approval by the Ministry of Communications and Transportation every five years.  Each master development plan covers a 15-year period and includes investment commitments for the regulated part of our business (including certain capital expenditures and improvements) for the succeeding five-year period and investment projections for the regulated part of our business (including certain capital expenditures and improvements) for the remaining 10 years (indicative investments).  Once approved by the Ministry of Communications and Transportation, these commitments become

 

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binding obligations under the terms of our Mexican concessions.  Committed investments are minimum requirements, and our capital expenditures may exceed our investment commitments in any period.  In December 2013, the Ministry of Communications and Transportation approved each of our current updated master development plans.  These plans are in effect from January 1, 2014 to December 31, 2018.

 

The following table sets forth our committed investments for the regulated part of our business for each Mexican airport pursuant to the terms of our current master development plans for the periods presented.  Even though we have committed to invest the amounts in the table, those amounts could be lower or higher depending on the cost of each project.

 

Committed Investments

 

 

 

Committed Investments

 

 

 

Year ended December 31,

 

Airport

 

2014

 

2015

 

2016

 

2017

 

2018

 

Totals

 

 

 

(millions of constant Mexican pesos as of December 31, 2017)(1)

 

Cancún

 

1,017.2

(2)

2,870.1

(2)

1,805.7

(2)

1,099.5

(2)

275.8

(2)

7,068.3

(2)

Cozumel

 

31.4

 

77.2

 

27.9

 

77.9

 

7.5

 

221.9

 

Huatulco

 

68.8

 

69.5

 

7.5

 

9.6

 

8.2

 

163.6

 

Mérida

 

83.3

 

230.7

 

113.6

 

49.2

 

5.0

 

481.8

 

Minatitlán

 

52.4

 

31.0

 

13.0

 

2.4

 

5.2

 

104.0

 

Oaxaca

 

11.5

 

36.5

 

46.9

 

16.8

 

7.4

 

119.1

 

Tapachula

 

18.2

 

32.2

 

3.0

 

5.4

 

9.9

 

68.7

 

Veracruz

 

251.0

 

225.3

 

9.8

 

7.8

 

6.8

 

500.7

 

Villahermosa

 

45.0

 

62.3

 

65.4

 

7.1

 

14.8

 

194.6

 

Total

 

1,578.8

 

3,634.8

 

2,092.8

 

1,275.7

 

340.6

 

8,922.7

 

 


(1)         Based on the Mexican construction price index in accordance with the terms of our master development plan.

(2)         As of December 31, 2017, we have invested Ps.1,288.1 million (which is included in the investment commitments for this period shown above).

 

The following table sets forth our committed and indicative investments for the regulated part of our business for each Mexican airport pursuant to the terms of our current master development plans for the periods presented.

 

 

 

Committed Investments

 

Indicative Investments

 

Airport

 

January 1, 2014 –
December 31, 2018

 

January 1, 2019 –
 December 31, 2023

 

January 1, 2024 –
 December 31, 2028

 

 

 

(millions of constant Mexican pesos as of December 31, 2017)(1)

 

Cancún

 

7,068.3

(2)

1,845.1

 

1,708.7

 

Cozumel

 

221.9

 

78.0

 

163.8

 

Huatulco

 

163.6

 

184.9

 

119.7

 

Mérida

 

481.8

 

201.6

 

132.6

 

Minatitlán

 

104.0

 

38.4

 

82.1

 

Oaxaca

 

119.1

 

133.7

 

107.6

 

Tapachula

 

68.7

 

46.4

 

77.8

 

Veracruz

 

500.7

 

140.8

 

163.4

 

Villahermosa

 

194.6

 

130.9

 

168.9

 

Total

 

8,922.7

 

2,799.8

 

2,724.6

 

 


(1)         Based on the Mexican construction price index in accordance with the terms of our master development plan.

(2)         As of December 31, 2017, we have invested Ps.1,288.1 million (which is included in the investment commitments for this period shown above).

 

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BUSINESS OVERVIEW

 

We hold concessions to operate, maintain and develop nine airports in the southeast region of Mexico for fifty years from November 1, 1998.  As operators of these airports, we charge airlines, passengers and other users fees for the use of the airports’ facilities.  We also derive rental and other income from commercial activities conducted at our airports, such as the leasing of space to restaurants and retailers.  Our Mexican concessions include the concession for Cancún International Airport, which was the second busiest airport in Mexico in 2017 in terms of passenger traffic, and the first busiest in terms of international passengers in regular service, according to the Dirección General de Aeronáutica Civil, or General Office of Civil Aviation, Mexico’s federal authority on aviation.  We also hold concessions to operate the airports in Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa.

 

We own a controlling interest in Sociedad Operadora de Aeropuertos Centro Norte, S.A. (“Airplan”).  Airplan has concessions to operate the following airports in Colombia: the Enrique Olaya Herrera Airport in Medellín and José María Córdova International Airport in Rionegro, the Los Garzones Airport in Montería,  the Antonio Roldán Betancourt Airport in Carepa, the El Caraño Airport in Quibdó and the Las Brujas Airport in Corozal.

 

In addition, our subsidiary Aerostar holds a lease to operate, maintain and develop the LMM Airport, in San Juan, Puerto Rico, for forty years from February 27, 2013.

 

Mexico

 

Mexico is one of the main tourist destinations in the world.  Mexico has historically ranked in the top 10 countries worldwide in terms of foreign visitors, with approximately 39 million visitors in 2017, according to the Mexican Ministry of Tourism.  Within Latin America and the Caribbean, Mexico ranked first in 2017 in terms of number of foreign visitors and income from tourism, according to the World Tourism Organization.  The tourism industry is one of the largest generators of foreign exchange in the Mexican economy.  Within Mexico, the southeast region (where our airports are located) is a principal tourist destination due to its beaches and cultural and archeological sites, which are served by numerous hotels and resorts.

 

Cancún and its surroundings were the most frequently visited international tourism destination in Mexico in 2017, according to the Mexican Ministry of Tourism.  Cancún International Airport represented 75.0%, 75.4% and 76.0% of our Mexican passenger traffic volume and 77.5%, 82.7% and 82.8% of our Mexican revenues in 2015, 2016 and 2017, respectively. As of December 31, 2017, Cancún had 33,543 hotel rooms, according to the Mexican Ministry of Tourism.  We believe that Cancún International Airport benefits from its proximity to the Mayan Riviera, a 129-kilometer (80-mile) stretch of coastal resorts and hotels that is among Mexico’s most rapidly developing tourism areas.  According to the Mexican National Trust for Tourism Development, the Mayan Riviera had 37,714 hotel rooms as of December 31, 2017.

 

Our Mexican airports served approximately 26.1 million passengers in 2015, approximately 28.4 million passengers in 2016 and approximately 31.1 million passengers in

 

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2017.  For year-by-year passenger figures, see “Item 4. Information on the Company—Business Overview—Our Mexican Airports.”

 

The United States currently is a significant source of passenger traffic volume in our Mexican airports.  In  2015, 2016 and 2017, international passengers represented  55.3%, 54.4% and  53.9%, respectively, of the total passenger traffic volume in our Mexican airports. In  2015, 2016 and 2017, 61.1%, 61.1% and 60.2%, respectively, of the international passengers in our Mexican airports traveled on flights originating in or departing to the United States. As of December 31, 2017, nine Mexican and 66 international airlines, including United States-based airlines such as American Airlines (previously American Airlines and U.S. Airways) and United Airlines (previously United Airlines and Continental Airlines), were operating directly or through code-sharing arrangements (where one aircraft has two or more flight numbers of different, allied airlines) in our Mexican airports.

 

The following table sets forth our revenues from our Mexican airports for the period presented.

 

 

 

Year Ended December 31,

 

 

 

2015

 

2016

 

2017

 

 

 

(thousands of Mexican pesos)

 

Revenues:

 

 

 

 

 

 

 

Aeronautical Services

 

Ps.

3,921,949

 

Ps.

4,532,194

 

5,319,484

 

Non-Aeronautical Services

 

2,491,941

 

3,104,343

 

3,709,722

 

Construction Services

 

2,580,707

 

2,116,954

 

1,580,997

 

Total

 

Ps.

8,994,597

 

9,753,491

 

10,610,203

 

 

Aeronautical Services

 

General

 

Aeronautical services represent the most significant source of our revenues at our Mexican airports.  All of our revenues from aeronautical services are regulated under the “dual-till” price regulation system applicable to our Mexican airports.  For more information on the “dual-till” price regulation system, see “Item 4. Information on the Company—Mexican Regulatory Framework—Price Regulation—Regulated Revenues.”

 

Our revenues from aeronautical services are derived from: passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services.  Charges for aeronautical services generally are designed to compensate an airport operator for its infrastructure investment and maintenance expense.  Aeronautical revenues are principally dependent on three factors: passenger traffic volume, the number of air traffic movements and the weight of the aircraft.  In 2015, 2016 and 2017, 43.6%, 46.5% and 51.8% of our consolidated revenues, respectively, were derived from aeronautical services.

 

Passenger Charges

 

At our Mexican airports, we collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers).  We do not collect

 

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passenger charges from arriving passengers.  Passenger charges are automatically included in the cost of a passenger’s ticket and generally collected twice monthly from each airline.  As of March 2018, the charge for international passengers was U.S.$22.52, U.S.$25.56, U.S.$25.86, U.S.$25.86, U.S.$23.28, U.S.$23.28, U.S.$23.28, U.S.$24.14 and U.S.$24.14 for the Cancún, Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa Airports, respectively.   As of March 2018, the charge for Mexican domestic passengers was Ps.139.65, Ps.150.00, Ps.336.21, Ps.323.28, Ps.387.93, Ps.405.17, Ps.366.38, Ps.297.41 and Ps.275.86 for the Cancún, Cozumel, Huatulco, Mérida, Minatitlán, Oaxaca, Tapachula, Veracruz and Villahermosa Airports, respectively.   International passenger charges are currently dollar denominated, but generally collected in Mexican pesos based on the average exchange rate during the month prior to the flight.  Mexican domestic passenger charges are peso-denominated.  In each of  2015, 2016 and 2017, passenger charges at our Mexican airports represented  80.2%, 79.2% and 68.1%, respectively, of our aeronautical revenues and 35.0%, 36.8% and 35.3%, respectively, of our total consolidated revenues. From time to time, including in 2017, we have offered discounts on passenger charges at certain of our airports.

 

Aircraft Landing and Parking Charges, Passenger Walkway Charges and Airport Security Charges

 

At our Mexican airports, we collect various charges from carriers for the use of our facilities by their aircraft and passengers.  For each aircraft’s arrival, we collect a landing charge that is based on the average of the aircraft’s maximum takeoff weight and the aircraft’s weight without fuel.  We also collect aircraft parking charges based on the time an aircraft is at an airport’s gate or parking position.  Parking charges at several of our Mexican airports vary based on the time of day that the relevant service is provided (with higher fees generally charged during peak usage periods at certain of our airports).  We collect aircraft parking charges the entire time an aircraft is on our aprons.  Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway.  We also assess an airport security charge, which is collected from each airline based on the number of its departing passengers.  We provide airport security services at our airports through third-party contractors.  We also provide firefighting and rescue services at our airports.

 

Non-aeronautical Services

 

General

 

At our Mexican airports, non-aeronautical services have historically generated a proportionately smaller portion of our revenues, but have become an increased source of revenues in recent years.  Our revenues from non-aeronautical services are derived from commercial activities (such as the leasing of space in our airports to retailers, restaurants, airlines and other commercial tenants) and access fees charged to providers of complementary services in our airports (such as catering, handling and ground transport).  In 2015, 2016 and 2017, 24.6%, 28.4% and 31.0% of our consolidated revenues, respectively, were derived from commercial revenues from our Mexican airports as defined under the Mexican Airport Law.

 

Currently, the leasing of space in our Mexican airports to airlines and other commercial tenants represents the most significant source of our revenues from non-aeronautical services.

 

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Although certain of our revenues from non-aeronautical services are regulated under our “dual-till” price regulation system, our revenues from commercial activities (other than the lease of space to airlines and other airport service providers that is considered essential to an airport) are not regulated.

 

Commercial Activities

 

Leading international airports generally generate an important portion of their revenues from commercial activities.  An airport’s revenues from commercial activities are largely dependent on passenger traffic, its passengers’ level of spending, terminal design, the mix of commercial tenants and the basis of fees charged to businesses operating in the airport.  Revenues from commercial activities also depend substantially on the percentage of traffic represented by international passengers due to the revenues generated from duty-free shopping.  We believe that revenues from commercial activities account for 25.0% or more of the consolidated revenues of many leading international airports.  Accordingly, a significant part of our business strategy is focused on increasing our revenues from commercial activities in Mexican our airports.

 

In 2013, we opened 27 commercial spaces, including 21 in Cancún, two in Villahermosa, one in Veracruz, one in Cozumel and two in Oaxaca.  In 2014, we opened 52 commercial spaces, including 32 in Cancún, four in Mérida, three in Villahermosa, two in Veracruz, five in Cozumel, three in Oaxaca, two in Huatulco and one in Minatitlán.  In 2015, we opened 19 commercial spaces, including 14 in Cancún, one in Mérida, one in Veracruz, one in Oaxaca, one in Huatulco and one in Minatitlán. In 2016, we opened 21 commercial spaces, including 10 in Cancún, two in Mérida, one in Villahermosa, six in Veracruz and two in Huatulco. In 2017, we opened 67 commercial spaces, including 64 in Cancún, one in Oaxaca and two in Huatulco.  Within our nine Mexican airports, we leased 735 commercial premises through 342 contracts with tenants as of December 31, 2017, including restaurants, banks, retail outlets (including duty-free stores), currency exchange bureaus and car rental agencies.  Our most important tenants in terms of occupied space and revenue in 2017 were Aldeasa and Controladora Mera and its affiliates.

 

Access Charges

 

At each of our Mexican airports, we earn revenues from charging access fees to various third-party providers of complementary services, including luggage check-in, sorting and handling, aircraft servicing at our gates, aircraft cleaning, cargo handling, aircraft catering services and assistance with passenger boarding and deplaning.  Our revenues from access charges are regulated under our “dual-till” price regulation system.  Under current regulations, each of these services may be provided by the holder of a Mexican airport concession, by a carrier or by a third party hired by a concession-holder or a carrier.  Typically, these services are provided by third parties, whom we charge an access fee based on a percentage of revenues that they earn at our Mexican airports.  Under the Mexican Airport Law, third-party providers of complementary services are required to enter into agreements with the respective concession holder at that airport.  Nine different contractors provide handling services at our nine Mexican airports.

 

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Consorcio Aeroméxico, the parent company of Aeroméxico, owns Administradora Especializada en Negocios, S.A. de C.V., or Administradora Especializada, the successor company to Servicios de Apoyo en Tierra, or SEAT, a company that provides certain complementary services, such as baggage handling, to various carriers at airports throughout Mexico.  SEAT operated at our Mexican airports prior to our commencement of operations under our Mexican concessions and continues to do so through its successor company.

 

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.  Administradora Especializada is currently the sole provider of baggage handling services at all of our Mexican airports except for Tapachula and Minatitlán Airports, whose provider is Estrategia Especializada en Negocios, S.A. de C.V.  If Administradora Especializada ceased to provide such services directly, we could be required to provide these services or find a third party to provide them.

 

Automobile Parking and Ground Transport

 

Each of our Mexican airports has public car parking facilities consisting of open-air parking lots.  The only Mexican airport at which we do not charge parking fees is Cozumel.  Revenues from car parking at our Mexican airports currently are not regulated, although they could become regulated upon a finding by the COFECE there are no competing alternatives.

 

We collect revenues from various commercial vehicle operators, including taxi, bus and other ground transport operators.  Our revenues from permanent providers of ground transport services, such as access fees charged to taxis, are regulated activities, while our revenues from non-permanent providers of ground transport services, such as access fees charged to charter buses, are not regulated revenues.  The concession agreements in Cancún will expire in May 2020. The concession agreements at the other airports will expire between 2018 and 2019.

 

Airport Security

 

The Dirección General de Aeronáutica Civil, or General Office of Civil Aviation, Mexico’s federal authority on aviation, and the Office of Public Security issue guidelines for airport security in Mexico.  At each of our Mexican airports, security services are provided by independent security companies that we hire.  In recent years, we have undertaken various measures to improve the security standards at our Mexican airports.  These measures included increasing the responsibilities of the private security companies that we hire, the implementation, in accordance with regulations issued by ICAO, of integrated computer tomography and baggage detection system for international and domestic flights to detect explosive traces, the modernization of our carry-on luggage scanning and security equipment, the implementation of strict access control procedures to the restricted areas of our Mexican airports and the installation of a closed-circuit television monitoring system in some of our Mexican airports.

 

In response to the September 11, 2001 terrorist attacks in the United States, we have taken additional steps to increase security at our Mexican airports.  At the request of the Transportation Security Administration of the United States, the General Office of Civil Aviation issued directives in October 2001 establishing new rules and procedures to be adopted at our

 

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airports.  Under these directives, these rules and procedures were to be implemented immediately and for an indefinite period of time.

 

To comply with these directives, we reinforced security by:

 

·                  increasing and improving the security training of Mexican airport personnel,

 

·                  increasing the supervision and responsibilities of both our security personnel and airline security personnel that operate in our Mexican airports,

 

·                  issuing new electronic identification cards to Mexican airport personnel,

 

·                  reinforcing control of different access areas of our Mexican airports, and

 

·                  physically changing the access points to several of the restricted areas of our Mexican airports.

 

Airlines have also contributed to the enhanced security at our Mexican airports as they have adopted new procedures and rules issued by the General Office of Civil Aviation 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 service providers (such as baggage handlers and food service providers).

 

Fuel

 

All airport property and installations related to the supply of aircraft fuel were retained by the Mexican Airport and Auxiliary Services Agency in connection with the opening of Mexico’s airports to private investment.  Pursuant to our Mexican concessions, the Mexican Airport and Auxiliary Services Agency has entered into agreements obligating it to pay each of our subsidiary concession holders a fee for access to our facilities equivalent to 1.0% of the service charge for fuel supply.  As of January 1, 2015, and as a result of certain structural reforms in Mexico’s constitutional and regulatory framework in connection with, among other things, the energy sector, private parties are now eligible to commercialize and sell fuel in airports to air carriers and third-party service providers of non-aeronautical services.  In order to commercialize and sell fuel in airports, the eligible private parties would require a permit from the Energy Regulatory Commission.  In addition, the sale of fuel to third-party service providers of non-aeronautical services would require that such service providers obtain the favorable opinion from the Ministry of Energy, the Ministry of Communications and Transportation and the office of Mexico’s attorney general.  As of April 25, 2018, no third-party service providers are currently selling fuel at any of our Mexican airports.

 

Our Mexican Airports

 

In 2017, our Mexican airports served a total of 31.1 million passengers, 53.9% of which were international passengers.  In 2017, Cancún International Airport accounted for 76.0% of our Mexican passenger traffic volume and 82.8% of our consolidated Mexican revenues.

 

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All of our Mexican airports are designated as international airports under Mexican law, which indicates that they are equipped to receive international flights and have customs and immigration facilities.

 

The following table sets forth the number of passengers served by our Mexican airports based on flight origination or destination.

 

Passengers by Flight Origin or Destination(1)
(in thousands)

 

Year Ended December 31,

 

Region

 

2013

 

2014

 

2015

 

2016

 

2017

 

Percentage of
Total 2017

 

Mexico(2)

 

9,718

 

10,664

 

12,061

 

13,330

 

14,755

 

47.5

%

United States

 

6,801

 

7,646

 

8,836

 

9,441

 

10,087

 

32.5

%

Canada

 

1,685

 

1,883

 

1,995

 

2,071

 

2,244

 

7.2

%

Europe

 

1,790

 

1,704

 

1,690

 

1,764

 

1,912

 

6.2

%

Latin America

 

1,085

 

1,260

 

1,559

 

1,801

 

2,055

 

6.6

%

Asia and others

 

1

 

0

 

0

 

0

 

0

 

0

%

Total

 

21,080

 

23,157

 

26,141

 

28,407

 

31,053

 

100

%

 


(1)   Figures exclude passengers in transit and private aviation passengers.

(2)        Figures include domestic flights taken by international passengers; in 2017, such flights accounted for 2.7% of all flights traveling within Mexico to our airports.

 

In 2015, 2016 and 2017, 67.4%, 65.0% and 62.4%, respectively, of our Mexican domestic passengers traveled to or from Mexico City.

 

The following table sets forth the total traffic volume and air traffic movements in our nine Mexican airports for the periods presented:

 

Airport Traffic
(in thousands)

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

Passengers:

 

 

 

 

 

 

 

 

 

 

 

Total

 

21,079.6

 

23,157.6

 

26,141.0

 

28,407.0

 

31,052.6

 

Air traffic movements:

 

 

 

 

 

 

 

 

 

 

 

Total

 

267.2

 

290.3

 

302.9

 

316.2

 

328.8

 

 

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The following table sets forth the passenger traffic volume for each of our Mexican airports during the periods indicated:

 

Passenger Traffic
(in thousands)

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancún

 

15,962.2

 

17,455.4

 

19,596.5

 

21,415.8

 

23,601.5

 

Mérida

 

1,316.2

 

1,437.0

 

1,663.6

 

1,944.8

 

2,148.5

 

Villahermosa

 

1,014.4

 

1,121.4

 

1,273.1

 

1,240.8

 

1,260.3

 

Veracruz

 

1,010.8

 

1,157.5

 

1,249.9

 

1,315.9

 

1,368.0

 

Oaxaca

 

510.3

 

542.3

 

663.2

 

746.9

 

862.3

 

Huatulco

 

484.6

 

519.6

 

618.8

 

662.8

 

776.6

 

Cozumel

 

449.9

 

514.5

 

553.8

 

538.1

 

541.6

 

Minatitlán

 

174.9

 

234.7

 

256.4

 

233.2

 

201.2

 

Tapachula

 

156.3

 

175.2

 

265.7

 

308.8

 

292.6

 

Total

 

21,079.6

 

23,157.6

 

26,141.0

 

28,407.1

 

31,052.6

 

 

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

 

Air Traffic Movements by Airport(1)

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Cancún

 

135,800

 

146,238

 

161,381

 

171,979

 

181,105

 

Veracruz

 

32,435

 

33,233

 

30,172

 

27,528

 

24,659

 

Mérida

 

27,842

 

31,731

 

33,340

 

37,050

 

43,362

 

Villahermosa

 

22,017

 

25,096

 

22,564

 

21,615

 

21,372

 

Oaxaca

 

14,529

 

15,267

 

15,249

 

17,312

 

19,276

 

Cozumel

 

13,865

 

14,866

 

16,321

 

15,858

 

15,092

 

Tapachula

 

7,728

 

8,657

 

8,989

 

9,373

 

9,749

 

Huatulco

 

6,846

 

7,774

 

8,268

 

8,892

 

9,486

 

Minatitlán

 

6,100

 

7,418

 

6,615

 

6,631

 

4,747

 

Total

 

267,162

 

290,280

 

302,899

 

316,238

 

328,848

 

 


(1)   Includes departures and landings.

 

The following table sets forth the air traffic movements in our Mexican airports for the periods indicated in terms of commercial, charter and general aviation:

 

Air Traffic Movements by Aviation Category

 

 

 

Year ended December 31,

 

 

 

2013

 

2014

 

2015

 

2016

 

2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial Aviation

 

216,594

 

236,741

 

248,213

 

264,293

 

277,504

 

Charter Aviation

 

9,540

 

6,970

 

8,142

 

5,895

 

3,323

 

General Aviation(1)

 

41,028

 

46,569

 

46,544

 

46,050

 

48,021

 

Total

 

267,162

 

290,280

 

302,899

 

316,238

 

328,848

 

 


(1)         General aviation generally consists of small private aircraft.

 

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Cancún International Airport

 

Cancún International Airport is our most important airport in terms of passenger volume, air traffic movements and contribution to revenues.  In 2017, Cancún International Airport was the second busiest airport in Mexico in terms of passenger traffic and the first busiest in terms of international passengers in regular service, according to the General Office of Civil Aviation, Mexico’s federal authority on aviation. The airport is located approximately 16 kilometers (10 miles) from the city of Cancún, which has a population of 826,495.  A substantial majority of the airport’s international passengers (60.7% in 2015, 61.0% in 2016 and 60.1% in 2017) began or ended their travel in the United States.  The airport’s most important points of origin and destination are Mexico City, Monterrey, Guadalajara, Atlanta, Toronto and New York.  Due to the airport’s significant number of passengers from the United States, its traffic volume and results of operations are substantially dependent on economic conditions in the United States. See “Item 3.  Key Information—Risk Factors—Risks Related to Our Operations—Our business could be adversely affected by a downturn in the economies of the United States or Mexico.”

 

During 2017, approximately 23.6 million passengers traveled through Cancún International Airport, principally through Terminal 2 and Terminal 3, which was opened in May 2007.  After having closed in October 2005 following Hurricane Wilma, Terminal 1 was reopened in November 2013 to service an increased flight schedule of low-cost airlines such as VivaAerobus and MagniCharters.

 

Cancún is located in the state of Quintana Roo.  Cancún and its surroundings were the most visited international tourism destination in Mexico in 2017, according to the Mexican Ministry of Tourism.  According to the Mexican National Trust for Tourist Development, the Cancún area had 33,543 hotel rooms as of December 31, 2017.  Although Cancún may be reached by land, sea or air, we believe most tourists arrive by air through Cancún International Airport.  By air, Cancún is approximately one and a half to five hours from most major cities in the United States and 10 to 13 hours by air from most major European cities.

 

Cancún is located near beaches, coral reefs, ecological parks and Mayan archeological sites.  Cancún International Airport serves travelers visiting the Mayan Riviera, which stretches from Cancún south to the Mayan ruins at Tulum, and includes coastal hotels and resorts in the towns of Playa del Carmen, Tulum and Akumal.  According to the Mexican National Trust for Tourism Development, the greater Cancún area (including the Mayan Riviera) was estimated to have an aggregate of 71,257 hotel rooms as of December 31, 2017.

 

Since most of the airport’s passengers are tourists, the airport’s traffic volume and results of operations are influenced by the perceived attractiveness of Cancún as a tourist destination. See “Item 3.  Key Information—Risk Factors—Risks Related to Our Operations—Our business is highly dependent upon revenues from Cancún International Airport.”

 

The airport’s facilities include Terminal 1 (the charter and low-cost airline terminal), Terminal 2 (the old main terminal, which includes a wing referred to as the satellite wing), Terminal 3 (the terminal that commenced operations in May 2007 as described below),  Terminal 4 (the terminal that commenced operations in November 2017 as described below) and a general aviation building that handles private aircraft.  The airport has 67 gates, 38 of which

 

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are accessible by passenger walkways. Terminal 1 has seven contact gates, Terminal 2 has nine gates accessible by passenger walkways, three contact gates and 11 remote gates, Terminal 3 has 17 boarding gates accessible by passenger walkways and six remote gates and Terminal 4 has 12 boarding gates accessible by passenger walkways and 2 remote gates.  The airport has 483 retail outlets located throughout Terminals 1, 2, 3 and one bank branch located in Terminal 2.

 

Terminal 1 in Cancún International Airport, which we acquired on June 30, 1999, has an area of 20,383 square meters (approximately 234.0 thousand square feet).

 

As part of our commercial strategy, in the fourth quarter of 2005 we completed an expansion of 8,224 square meters (approximately 88.6 thousand square feet) and a remodeling of 1,387 square meters (approximately 14.4 thousand square feet), giving us a total of 52,522 square meters (approximately 563.3 thousand square feet) in Cancún Airport’s Terminal 2.  As part of our Mexican Master Development Program, we remodeled Terminal 2 in 2014.  Specifically, we added security checkpoints and remodeled the space to improve passenger traffic.  The remodel freed up space on the ground floor and upper level of Terminal 2 and, as a result, we were able to add new commercial spaces to the terminal.

 

On December 6, 2005, we began construction on Terminal 3, which we opened on May 17, 2007, and which began operations on May 18, 2007.  With a total investment of U.S.$100.0 million, Terminal 3 constitutes our most ambitious investment project to-date.  Terminal 3 doubled international passenger capacity at Cancún International Airport.  The new building, measuring a total area of 45,263 square meters (approximately 487.2 thousand square feet), has capacity for 84 check-in counters and 11 boarding gates with boarding bridges and four remote boarding gates served by buses, as well as 27 retail outlets and one bank branch.  The terminal features state-of-the-art passenger information systems and security equipment, including the first CT scanning system (a system that uses x-rays to form a three-dimensional model of the contents of a piece of luggage) in Mexico for all checked baggage.

 

Furthermore, in order to accommodate expected increases in passenger traffic and operations, the expansion of Terminal 3 was completed in 2015 as part of our master development program in Mexico.  As part of the expansion, we carried out a remodeling of the security checkpoints, including the installation of additional security lines with X-ray equipment and more waiting areas, an expansion of the baggage reclaim area by approximately 1,800 square meters and the construction of additional carousels with larger flow space, an expansion of the customs area by approximately 1,400 square meters, a remodeling of the check-in area, including an expansion by approximately 700 square meters and the addition of approximately 30 new service counters, and the redesign of the boarding lounge to accommodate six additional contact stands and a mezzanine level for arrivals.

 

Terminal 4 opened in November 2017.  Equipped with a total of 12 boarding gates, Terminal 4 can cater to up to nine million domestic and international passengers a year.  The terminal has increased the airport’s passenger handling capacity to 32 million passengers per year, while full completion of the terminal by 2020 will further increase the capacity to 40 million passengers per year.

 

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Terminal 4 is located to the west of the existing airport facilities, between runway ends 12L and 12R.  The terminal building currently has a surface area of more than 64,000 square meters, as well as 10 security filters and 12 aircraft parking stands, each with its own boarding bridge.  Terminal 4 has been designed to be easily expandable when capacity increases are required, without causing disruption in day-to-day operations, and will maintain separate passenger flows for domestic and international passengers.  In addition, the terminal has a multi-level floor plan, with the upper level reserved for departing passengers and the mezzanine and lower levels for arriving passengers.  The new terminal consists of ten buildings with two-level double height spaces and a mezzanine level.  The international terminal, which also partners with Mexican domestic airlines AeroMéxico and Interjet, also features 2,540 square meters of retail space with seven duty-free stores.

 

Cancún International Airport currently has two runways.  The first runway has a length of 3,500 meters (2.2 miles).  The second runway, which was completed in 2009, has a length of 2,800 meters (1.7 miles).  Along with the second runway, we also built a new control tower at Cancún airport in 2009.

 

In April 2006, we obtained a license to develop cargo facilities at Cancún International Airport, which are currently being operated by our subsidiary Caribbean Logistics, S.A. de C.V. (previously Asur Carga, S.A. de C.V.).  As of February 15, 2018, we charge taxis and passenger vans an access fee of Ps.22.41, and buses an access fee of Ps.39.66, upon entering the airport.

 

Mérida International Airport

 

Mérida International Airport serves the inland city of Mérida, which has a population of 919,177, and surrounding areas in the state of Yucatán.  Mérida International Airport ranked second among our Mexican airports in 2017 in terms of passenger traffic.  The substantial majority of this airport’s passengers are domestic.  The airport’s primary point of origin and destination is Mexico City.  In 2017, approximately 2.2 million passengers traveled through Mérida International Airport.

 

Mérida International Airport attracts a mix of both business travelers and tourists.  The city of Mérida is an established urban area with numerous small and medium-sized businesses.  The city is approximately 120 kilometers (75 miles) by highway from Chichen Itza and approximately 80 kilometers (50 miles) from Uxmal, pre-Columbian archeological sites that attract a significant number of tourists.

 

The airport has two perpendicular runways, one with a length of 3,200 meters (2.0 miles) and another with a length of 2,300 meters (1.4 miles).  The airport has one terminal, with four gates accessible by passenger walkways and six boarding positions without walkways.

 

In 2015, 2016 and 2017, 19,094, 19,127 and 20,264 metric tons of cargo, respectively, were transported through Mérida International Airport, making it our leading airport in terms of cargo volume.  In  2015, 2016 and 2017, Mérida represented 36.9%, 35.6% and 33.8%, respectively, of our total cargo volume.  We have considered opportunities for further developing the Mérida cargo facilities, but we have no plans to pursue such opportunities at this time.

 

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There are currently 53 businesses operating at Mérida International Airport.  One business is operated by Grupo de Desarrollo del Sureste, S.A. de C.V. (“GDS”) pursuant to a long-term lease contract that terminated on January 1, 2009.  This lease allowed GDS to construct and develop the airport’s air cargo terminal.  Because GDS continued operating the business notwithstanding the termination of the lease, we initiated legal proceedings to have them evicted. In February 2017, a final judgment was issued in the case between Aeropuerto de Mérida, S.A. de C.V. and GDS, terminating the lease agreement and ordering the return of 80,000 leased square meters to us.

 

In December 2017, an area of 78,000 square meters was judicially delivered to us as part of the final judgment.  The delivery of an additional 34,500 thousand square meters of the leased area and the remainder of a building leased to customs agents remains pending.  We expect to receive the remaining area in spring 2018.

 

In addition to the business formerly operated by GDS, we opened a retail store in the terminal in August 2007 and a car rental company was opened in October 2009.  Our concession provides us the right to collect landing charges and parking charges for aircraft using the cargo terminal.

 

Cozumel International Airport

 

Cozumel International Airport is located on the island of Cozumel in the state of Quintana Roo.  The airport primarily serves foreign tourists.  During 2017, 541,598 passengers traveled through Cozumel International Airport, most of which were international passengers. Cozumel is the most frequently visited destination for cruise ships in Mexico, hosting approximately 3.4 million, 3.6 million and 4.1 million cruise ship visitors in 2015, 2016 and 2017, respectively.  Cozumel has one of the world’s largest coral reserves, and many passengers traveling to Cozumel are divers.  The airport’s most important points of origin and destination are Dallas, Mexico City, Atlanta and Houston.  The island of Cozumel has a population of 95,668.

 

The airport has a commercial runway with a length of 2,700 meters (1.7 miles).  The airport has one main commercial terminal with six boarding positions and a total area of 9,831 square meters (approximately 105.8 thousand square feet).  The airport also has a general aviation building for small private aircraft.  There are currently 43 businesses operating at Cozumel International Airport.

 

Villahermosa International Airport

 

Villahermosa International Airport is located in the state of Tabasco, approximately 75 kilometers (46.9 miles) from Palenque, a Mayan archeological site.  The city of Villahermosa has a population of 718,561.  Oil exploration is the principal business activity in the Villahermosa area, and most of the airport’s passengers are businesspeople working in the oil industry.  During 2017, the airport served approximately 1.3 million passengers, substantially all of which arrived on domestic flights.  The airport’s most important points of origin and destination are Mexico City, Monterrey, Guadalajara and Cancún.

 

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As a result of a modernization project carried out in 2006, the airport’s commercial aviation apron was extended by a total of 12,521 square meters (approximately 134.6 thousand square feet), representing an increase of 87.0%.  The terminal building was expanded from 5,463 square meters (approximately 58.7 thousand square feet) to 9,584 square meters (approximately 103.2 thousand square feet), representing an increase of 77.0%.  There are currently 38 businesses operating at Villahermosa International Airport.

 

The airport has one runway with a length of 2,200 meters (1.4 miles), which was repaired in 2010.  The airport’s terminal has eight contact positions, including four with telescopic corridors for the direct boarding and deplaning of passengers between the aircraft and the terminal building.

 

In February 2014, the Palenque International Airport opened in the city of Palenque, 46.9 miles from Villahermosa.  We do not believe the Palenque International Airport has had any impact on passenger traffic at the Villahermosa International Airport and we estimate that any impact that may be experienced in the future will not be significant.

 

Oaxaca International Airport

 

Oaxaca International Airport serves the city of Oaxaca, which is the capital of the state of Oaxaca.  The city of Oaxaca, located 390 kilometers (243.8 miles) from the Pacific coast, has a population of 334,802.  The airport served 862,286 passengers in 2017, most of which were domestic.  The airport’s passengers are primarily Mexican businesspeople and tourists, thus its passenger volume and results of operations are dependent on Mexican economic conditions.  Oaxaca is a picturesque colonial city located near several tourist attractions, including the archeological ruins of Monte Alban and Mitla.  The airport’s most important point of origin and destination is Mexico City.

 

The airport has one runway with a length of 2,450 meters (1.5 miles) and a terminal building with six contact positions.  The airport also includes a general aviation building for small private airplanes with 38 positions and two additional positions for helicopters.  There are currently 26 businesses operating at Oaxaca International Airport.

 

Veracruz International Airport

 

Veracruz International Airport is located in the city of Veracruz along the Gulf of Mexico.  The city of Veracruz has a population of 530,477.  Veracruz is one of the busiest ports in Mexico, accounting for 14.6% of all commercial traffic in Mexican ports, and is the location of the country’s largest container terminal.  According to the Mexican Bureau of Ports, Veracruz accounted for 9.0% of all waterborne cargo handled by Mexican ports in 2017.  In 2017, the airport served approximately 1.4 million passengers.  Because the airport’s passengers are primarily Mexican business people, its passenger volume and results of operations are dependent on Mexican economic conditions.  The airport’s most important point of origin and destination is Mexico City.

 

The original 4,065 square meters (43,700 square feet) of the terminal building at the airport were remodeled in 2005, and an extension of 2,000 square meters (21,500 square feet) was added, representing an increase of 49.0%.  In addition, special collapsible jetways were built

 

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to protect passengers during boarding and disembarking, along with a new international baggage claim facility and bigger, newer offices and facilities for federal authorities.  There are currently 40 businesses operating at Veracruz International Airport.

 

At the end of 2015, we concluded an extensive remodeling and expansion project in the terminal building at the Veracruz International Airport, as foreseen in our Master Development Program in Mexico.  In response to increased passenger numbers and with the aim of maintaining service standards, the surface area of the terminal building was expanded by 174% to over 17,500 square meters, with the installation of three new boarding gates with passenger boarding bridges, for a total of 9 gates. The expansion project has created increased capacity in baggage-screening facilities, queuing areas and counters for check-in, security filters, boarding lounges, luggage-reclaim areas, and public car parking, among other functional areas of the terminal-building complex. The new design of the terminal building also improves the separation of domestic and international passenger flows.

 

The airport has one perpendicular runway with a length of 2,400 meters (1.5 miles).  The airport has one main commercial terminal.  The airport also has a general aviation building for small private aircraft with 10 positions and five additional positions for helicopters.

 

Huatulco International Airport

 

Huatulco International Airport serves the Huatulco resort area in the state of Oaxaca on Mexico’s Pacific coast.  Huatulco has a population of 43,810, and was first developed as a tourist resort in the late 1980s.  The airport served 776,632 passengers in 2017, most of which were domestic.  The substantial majority of the airport’s passengers are international tourists, although many arrive through domestic flights and are thus classified as domestic.  The airport’s most important points of origin and destination are Mexico City and Toronto.

 

The airport has one runway with a length of 3,000 meters (1.9 miles).  It was extended from a previous length of 2,700 meters (1.7 miles).  The airport’s terminal has seven remote positions. The airport has a general aviation building for small private airplanes with 22 positions. There are currently 41 businesses operating at Huatulco International Airport.

 

Tapachula International Airport

 

Tapachula International Airport serves the city of Tapachula, which has a population of 239,531, and the state of Chiapas.  In 2017, the airport served 292,592 passengers, substantially all of which were domestic.  The airport’s passenger volume and results of operations are dependent on Mexican economic conditions since virtually all of its passengers are domestic.  The airport’s most important point of origin and destination is Mexico City.

 

The airport has one runway with a length of 2,000 meters (1.3 miles).  The airport has one terminal with four remote boarding positions.  The airport also has a general aviation building for small private aircraft with 19 positions.  There are currently 15 businesses operating at Tapachula International Airport.

 

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Minatitlán International Airport

 

Minatitlán International Airport is located near the Gulf of Mexico, 13 kilometers (8.1 miles) from the city of Coatzacoalcos in the state of Veracruz, 11 kilometers (6.9 miles) from the city of Cosoleacaque and 26 kilometers (16.2 miles) from the city of Minatitlán.  The metropolitan area comprised of these three cities has a population of 115,831.  In 2017, the airport served 201,219 passengers.  In recent years, the airport’s passenger traffic has decreased due to lower oil and petrochemical industry activity in Coatzacoalcos and Cosoleacaque.  The airport’s passengers are principally domestic business people drawn by the area’s petrochemical and agriculture businesses.   Because the airport’s passengers are primarily Mexican travelers, its passenger volume and results of operations are dependent on Mexican economic conditions.  The airport’s most important point of origin and destination is Mexico City.

 

The airport has one runway with a length of 2,100 meters (1.3 miles).  The airport’s main terminal has four remote parking positions.  The airport has a general aviation building for small private airplanes with 20 boarding positions.  There are currently 16 businesses operating at Minatitlán International Airport.

 

Other Mexican Properties

 

In October 2008, we purchased 130 hectares of land on the bay of Huatulco from FONATUR for Ps.286.3 million. We won the right to purchase the land through a public bidding process that was part of a program launched by the Mexican government to accelerate the development of Huatulco as a flagship city for Mexican tourism.  Pursuant to the terms of the purchase agreement, we are required to construct at least 450, and no more than 1,300 hotel rooms.  We will be considered to have satisfied our obligations under the purchase agreement when at least 80.0% of the construction on 450 hotel rooms is completed.  On March 26, 2013, FONATUR relieved us of the obligation to submit architectural plans and begin and complete construction within a specific timeframe.  Therefore, we are no longer subject to penalties by FONATUR if we do not present the architectural plans or complete the project within the allotted time.  However, we cannot assure you that FONATUR will not make future requests to complete the project within a set timeframe or that we will be able to timely complete the required steps within that timeframe.  As of March 26, 2013, FONATUR no longer imposes mandatory deadlines for investment.

 

Principal Air Traffic Customers of our Mexican Airports

 

As of December 31, 2017, 79 international airlines and 62 Mexican airlines operated flights at our nine airports (including airlines operating solely on a code share basis).  A code share arrangement means that airlines that do not fly their own aircraft into our airports arrange to share the passenger space in another airline’s aircraft, with both airlines booking passengers through the same code.

 

ABC Aerolíneas, S.A. de C.V. (“Interjet”) is the Mexican airline that operates the most flights at our Mexican airports.  Among foreign airlines, American Airlines and United Airlines operate the greatest number of flights to and from our Mexican airports.  In 2017, American Airlines (previously American Airlines and U.S. Airways) and United Airlines (previously

 

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United Airlines and Continental Airlines) accounted for 10.9% and 10.5%, respectively, of our revenues.

 

The following table sets forth our principal air traffic customers at our Mexican airports based on the percentage of regulated revenues they represented for the years ended December 31, 2015, 2016 and 2017:

 

Principal Air Traffic Customers of our Mexican Airports

 

 

 

Percentage of ASUR Mexico Revenues

 

 

 

Year ended December 31,

 

 

 

2015

 

2016

 

2017

 

Customer

 

 

 

 

 

 

 

American Airlines

 

10.2

%

10.4

%

10.9

%

United Airlines, Inc.

 

9.1

%

10.1

%

10.5

%

ABC Aerolíneas S.A. de C.V. (Interjet)

 

10.0

%

8.9

%

8.7

%

Delta Air Lines Inc.

 

5.7

%

6.5

%

8.0

%

Concesionaria Vuela Compañía de Aviación SAPI de CV (Volaris)

 

7.7

%

7.4

%

6.7

%

Aeroenlaces Nacionales, S. A. de C. V. (Viva Aerobus)

 

6.0

%

6.1

%

6.7

%

Aerolitoral, S. A. de C. V. (Aeroméxico Connect)

 

5.9

%

6.2

%

5.6

%

Aerovías de México, S. A. de C. V. (Aeroméxico)

 

7.2

%

6.3

%

5.2

%

Southwest Airlines Co.

 

2.8

%

3.3

%

4.4

%

Other

 

35.3

%

34.7

%

33.3

%

Total

 

100.0

%

100.0

%

100.0

%

 

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

 

Since our business is substantially dependent on international tourists, the principal competition to our Mexican airports is from competing tourist destinations.  We believe that the main competitors to Cancún are vacation destinations in Mexico, such as Acapulco, Puerto Vallarta and Los Cabos, and elsewhere such as Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and Central American resorts.  In March 2000, a new airport opened in Chichen Itza.  This airport is operated by the state of Yucatán.

 

In addition, the Mexican government has announced its intention to grant a concession for a new airport in the Mayan Riviera through a public bidding process.  The bidding process for the Mayan Riviera airport was announced on May 11, 2010.  Three companies, including

 

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ASUR, participated in the bidding process. On January 31, 2011, the COFECE issued an unfavorable decision regarding our participation in the bidding process for the construction, maintenance and operation of the Riviera Maya airport.  We disagreed with the decision and the views expressed by the COFECE and on March 11, 2011, we initiated legal proceedings pursuant to established Mexican legislation to defend our right to participate in the bidding process.  On May 20, 2011, we were notified by the Ministry of Communications and Transportation, through the Mexican Civil Aviation Authority, that the international public bidding process was cancelled because none of the technical bids presented by the participants complied with the requirements established in the bidding documents.  As a result, these legal proceedings were cancelled and have therefore terminated.  No party was declared the winner of these legal proceedings.  If the bidding process is restarted, we may again be denied the right to participate.

 

Currently, the Mayan Riviera is served primarily by Cancún Airport.  Although the Ministry of Communications and Transportation has committed to adjust the master development plans and maximum rates for our airports within three months of the granting of a concession for the Mayan Riviera airport, we are unable to predict the effect that the new airport may have on our Mexican passenger traffic or operating results if the project is successfully carried out, and the extent of any revisions to our master development plans or maximum rates.

 

In February 2014, the Palenque International Airport opened in the city of Palenque, 46.9 miles from Villahermosa.  We do not believe the Palenque International Airport has had any impact on passenger traffic at the Villahermosa International Airport and we estimate that any impact that may be experienced in the future will not be significant.

 

The Mexican Airport and Auxiliary Services Agency currently operates five small airports in Mexico’s southeast region and Grupo Aeroportuario de Chiapas (“GAC”) operates two.  The Mexican Airport and Auxiliary Services Agency estimates that its airports collectively account for less than 3.3% of passenger traffic in the region and GAC estimates that its airports account for less than 4.0% of passenger traffic in the region.

 

Luis Muñoz Marín International Airport

 

We, through our Cancún airport subsidiary, own a 60.0% interest in Aerostar, which has a 40-year lease for the LMM Airport.  The LMM Airport is located three miles outside of San Juan, Puerto Rico.  It is the Caribbean’s largest and busiest airport, offering leisure and business travel to over 50 destinations. The LMM Airport serves the capital of San Juan and it is the primary gateway from Puerto Rico to international destinations and the mainland United States. The LMM Airport is ranked as the 13th largest medium hub facility and the 43rd largest airport in the United States by the FAA based on number of enplanements, as of December 31, 2017. According to the Puerto Rico Ports Authority, in 2015, 2016 and 2017, approximately 8.8 million, 9.0 million passengers and 8.4 million passengers, respectively, traveled through the LMM Airport.

 

The LMM Airport site covers approximately 1,300 acres of land.  It does not face competition from other forms of surface transportation given its island location.  The largest

 

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competing airport on the island is nearly two hours away by car from San Juan.  The LMM Airport is a short driving distance from the largest hotels in Puerto Rico.

 

The LMM Airport has the capacity to handle up to 10 million enplanements annually, which is more than double its current usage.  The LMM Airport is comprised of two runways and five terminals (Terminals A through E).  Terminal A, which is the newest facility at the LMM Airport, opened in June 2012.  Terminals B through E were constructed in various stages beginning with Terminals D and E in the late 1950s, then Terminal B in the 1980s and Terminal C in the 1990s.  Terminal B was closed in November 2013 for remodeling, and we reopened the terminal during the fourth quarter of 2014.  Terminal E is not currently in use and Terminal D is partially closed.

 

In 2017, LMM Airport opened eight commercial spaces.

 

Principal Air Traffic Customers of LMM Airport

 

As of December 31, 2017, 19 domestic and 24 international airlines were operating directly or through code-sharing arrangements, where two or more airlines share the same flight and each airline publishes and markets the flight under its own flight number, at LMM Airport. Some airlines serve both international and domestic destinations.

 

As of December 31, 2017, scheduled passenger air services at LMM Airport were provided by 39 airlines (together with regional affiliates and other partners).

 

The following table sets forth our principal air traffic customers at LMM airport based on the percentage of Puerto Rico regulated revenues they represented for the year ended December 31, 2017.  Starting June 1, 2017, we began to consolidate Aerostar’s results into our financial statements.

 

Principal Air Traffic Customers of LMM Airport

 

 

 

Percentage of ASUR
Puerto Rico Revenues

 

 

 

Year Ended December 31,

 

 

 

2017

 

Customer

 

 

 

JetBlue Airways

 

29

%

American Airlines

 

15

%

Southwest Airlines

 

9

%

Delta Air Lines Inc.

 

7

%

United Airlines

 

6

%

Seaborne Virgin Islands

 

4

%

Copa Airlines

 

3

%

Fedex

 

3

%

Spirit Airlines

 

2

%

Other

 

25

%

Total

 

100.0

%

 

On September 20, 2017, Hurricane María struck Puerto Rico, causing extensive damage to the hotel and tourist infrastructure on the island, which led to sharply reduced air passenger traffic at LMM Airport, especially during the third and fourth quarters of 2017.  During the third

 

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quarter of 2017, passenger traffic in Puerto Rico decreased 5.5% relative to the same period in 2016.  Passenger traffic in Puerto Rico also decreased 25.4% in October 2017, 31.9% in November 2017, and 23.9% in December 2017 relative to the same periods in 2016.

 

In 2017, passengers at LMM Airport traveling to and from the mainland United States represented 83.0% of total passenger traffic.  The LMM Airport’s passenger segments are primarily divided among leisure, visiting friends and relatives and business.

 

Aerostar’s Operating Agreement

 

In order to participate in the bidding process for the LMM Airport, our Cancún airport subsidiary entered into a joint venture with two of Oaktree’s infrastructure funds, Highstar Capital IV, L.P. (Highstar IV) and Highstar Aerostar Prism/IV-A Holdings, L.P. (Highstar Aerostar) and created Aerostar on March 14, 2012 for the purpose of leasing, developing, operating and managing the LMM Airport pursuant to the Lease Agreement, the Airport Use Agreements and the terms of the contracts related to the LMM Airport assumed by Aerostar as of February 27, 2013.

 

In May 2017, Highstar sold a 10.0% interest in Aerostar to Aeropuerto de Cancún, our Cancún subsidiary, pursuant to a Membership Interest Purchase Agreement.  As a result of this transaction, Aeropuerto de Cancún holds a 60.0% equity interest in Aerostar.  On February 22, 2013, our Cancún airport subsidiary made a U.S.$100.0 million subordinated shareholder loan to Aerostar to partially fund the cost of acquiring the concession to operate the LMM Airport.  This subordinated shareholder loan is now treated as an intercompany loan as we have consolidated Aerostar’s financial results into ASUR’s financial results.  In addition, Highstar sold its remaining 40.0% interest in Aerostar to PSP Investments, pursuant to a separate Membership Interest Purchase Agreement.  Following the closing of both transactions, we now hold a 60.0% equity interest in Aerostar through our Cancún airport subsidiary, and PSP Investments holds a 40.0% equity interest through AviAlliance, a wholly-owned subsidiary.  Starting June 1, 2017,  we began to consolidate Aerostar’s financial results into ASUR’s financial results.  We intend to continue operating Aerostar and the San Juan, Puerto Rico airport in a manner substantially consistent with prior operations.

 

Concurrently with the closing of these transactions, ASUR (through Aeropuerto de Cancún), Aerostar and PSP Investments agreed to amend and revise the Operating Agreement for Aerostar.

 

The Amended and Restated Operating Agreement prohibits any member from directly or indirectly selling, exchanging, transferring, pledging, assigning or otherwise disposing of its membership units to any person, with the exception of transfers (i) between investment funds where, following such transfer, the ownership interests remain under common ownership management or control or (ii) of shares of any member or any parent of such member that is publicly traded on a national or international stock exchange, whether or not the transfer occurs on such stock exchange.  Restrictions on transfers include, among others, that (i) the proposed transferee must execute and deliver to the management board an instrument agreeing to be bound by the terms of the Amended and Restated Operating Agreement, (ii) each other member has been consulted as to any transferee becoming a member of Aerostar, (iii) the transferee (a) may

 

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not be a strategic airport competitor of ASUR, (b) is not and has not been involved in corrupt activities, (c) has not publicly stated it is insolvent, (d) is able to pay its debts as they become due and (e) has not filed for or is subject to bankruptcy and (iv) the transfer otherwise complies with the Amended and Restated Operating Agreement.

 

As a member of Aerostar, our Cancún airport subsidiary was required to make an initial capital contribution equivalent to (x) its proportionate share of the Leasehold Fee required under the Lease Agreement, minus (y) any anticipated net cash proceeds of any debt financing incurred for the purpose of paying the Leasehold Fee, multiplied by (z) its membership percentage at least two business days prior to the Closing.  Our Cancún airport subsidiary’s membership percentage at that time was 50.0%.  Under the Amended and Restated Operating Agreement, our Cancún airport subsidiary is not required to make any additional capital contributions to Aerostar unless it is required to do so by the Amended and Restated Operating Agreement or such additional capital contributions are approved by the operating board of managers by supermajority vote.  Additionally, if (i) during the terms of either the Lease Agreement or the Airport Use Agreements, Aerostar requires additional financing to meet its obligations under these agreements or to ensure that it is not insolvent, and Aerostar is not able to obtain financing on terms acceptable to the managers, or (ii) Aerostar’s President and Chief Financial Officer reasonably determine that within thirty (30) days Aerostar will not have enough working capital to meet its current expenses, and the managers fail to agree by supermajority vote (a supermajority defined as a majority consisting of at least one manager designated by each member) that additional capital contributions are required, then the members are required to make such additional capital contributions, in proportion to their respective membership percentages, without the need for further action by the managers.  If the managers agree or the President and CFO determine that additional capital contributions are needed, then the members must make such contribution within seven business days after the managers make the determination.  To date, no additional capital contributions have been required.  Our Cancún airport subsidiary is not entitled to receive interest on any capital contribution made to Aerostar.

 

Our Cancún airport subsidiary is entitled to distributions in accordance with its membership percentage, subject to the adequacy of projected cash flows after giving effect to any distribution, any capital expenditure requirements, any financial covenants contained in any financing documents or other agreements to which Aerostar is a party and the need to maintain a reasonable level of working capital for Aerostar.

 

Aerostar’s property, business and affairs are managed by an operating board, and certain strategic decisions are left to a members board.

 

The operating board is comprised of eight managers, which are appointed by the members in proportion to their respective membership units.  Each member that holds at least a 12.5% membership interest in Aerostar (each, an “Electing Member”) will be entitled to appoint, remove and replace one manager for each 12.5% interest it holds; any managers not elected by the Electing Members will be elected by a vote of the majority of membership interests. Accordingly, our Cancún subsidiary is entitled to designate four members of the board of managers and, because it has the majority of membership interests, is able to elect a fifth member.  AviAlliance is entitled to elect three members of the board of managers.

 

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All operating and management decisions relating to Aerostar, except for major decisions, require the approval of the majority of the votes of the managers.  Senior officers, including the President, Chief Financial Officer, and Chief Operating Officer, may be removed or replaced at any time and for any reason by a majority of the board of managers, which we control.  Certain major decisions require the supermajority vote of the operating board.  These decisions include:

 

·                  determining the amount of cash available for distributions and approving any distributions to be made to the members;

 

·                  amending in a material way the Lease to operate the LMM Airport, the Airport Use Agreements governing the Signatory Airlines’ use of the LMM Airport or any financing documents to which Aerostar is a party;

 

·                  approving and implementing any incentive compensation, option or similar plan for officers or other employees of Aerostar;

 

·                  approving Aerostar’s annual budget or any deviations from the set budgets by more than 5.0%, and the capital expenditure budget, any single capital expenditure in the budget greater than U.S.$2.5 million and any single deviation from the capital expenditure budget in excess of the lesser of 5.0% or U.S.$500,000;

 

·                  material borrowings from third parties and material encumbrances;

 

·                  affiliate transactions;

 

·                  changing Aerostar’s corporate structure, business or business plans;

 

·                  settle any material litigation;

 

·                  sales of assets having a market value in excess of U.S.$50,000 or U.S.$500,000 in aggregate in any 12-month period;

 

·                  the determination of the contents of, and approval of, a final “strategy document” for the company’s capacity enhancement plan;

 

·                  making calls for additional capital contributions by the members;

 

·                  any transaction to merge or consolidate Aerostar with another Person, any transaction to sell, transfer, assign, convey or otherwise dispose of all or substantially all of the assets or rights of Aerostar or any transaction to purchase all or substantially all of the assets or rights of any Person by Aerostar;

 

·                  any proposal to liquidate or dissolve Aerostar or have it file for bankruptcy or initiate similar proceedings;

 

·                  raising capital rights issues; and

 

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·                  commencing any legal proceedings on behalf of Aerostar against a member.

 

The Amended and Restated Operating Agreement provides that if there is a deadlock between the managers or the member representatives on any issue to which agreement by a supermajority of managers is required, and the deadlock is not resolved within 30 days following the giving of written notice of the existence of the deadlock by one manager to another manager, any manager may refer the deadlock to the Chief Executive Officers of ASUR or AviAlliance for resolution.  If such persons are unable to resolve the deadlock within 21 days of being requested to resolve the matter, then the matter will be referred to a non-binding mediation process.  Finally, if the matter is not resolved through mediation within 45 days (unless ASUR and AviAlliance agree otherwise) after a mediator is appointed, then either member can submit the dispute to final and binding arbitration.

 

Our Colombian Airports

 

Our subsidiary Airplan, of which we own 92.42% of the capital stock, holds concessions to administer, operate, develop and maintain six airports in Colombia through 2048.  The other holders of the stock of Airplan are entitled under Colombian law to participate in the dividends and other distributions made by Airplan, but are not otherwise entitled to participate in the governance of the company.  Our Colombian airports include José María Córdova International Airport in Rionegro and Enrique Olaya Herrera Airport in Medellín, Los Garzones Airport in Montería, Antonio Roldán Betancourt Airport in Carepa, El Caraño Airport in Quibdó, and Las Brujas Airport in Corozal.

 

Colombia

 

Colombia continues to grow as an increasingly popular tourist destination in Latin America, attracting approximately 5.8 million international visitors in 2017, a 31.3% increase compared to the same period in 2016, according to the Colombian Ministry of Commerce, Industry and Tourism.  In particular, Medellín and its outskirts, where we operate José María Córdova International Airport and Enrique Olaya Herrera Airport, is one of the most-visited cities in Colombia.

 

Our Colombian airports served approximately 9.2 million passengers in 2015, approximately 10.2 million passengers in 2016 and approximately 10 million passengers in 2017.  For year-by-year passenger figures, see “—Our Colombian Airports.”

 

Aeronautical Services

 

General

 

Pursuant to Airplan’s 2008 concession agreement, the revenues from our Colombian airports are divided into two categories: regulated and non-regulated.  Regulated revenues consist of revenues derived from aeronautical services.  Regulated revenues are regulated by the concession agreement managed by the National Infrastructure Agency (Agencia Nacional de Infraestructura), or ANI, and are listed in certain resolutions issued by the Special Administrative Unit of Civil Aeronautics (Unidad Administrativa Especial de Aeronáutica

 

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Civil), or Aerocivil. Each aeronautical service is subject to a maximum tariff, established by Aerocivil.  In addition, Aerocivil establishes the methodology and mechanisms to update and collect the tariffs.  All tariffs are updated annually based on the Colombian consumer price index (Índice de Precios al Consumidor), or the IPC, and a formula set forth in Aerocivil Resolution 04530 of 2007.  The tariffs on aeronautical services related to international flights, including international passenger charges, are denominated in U.S. dollars and updated annually based on the change in the U.S. consumer price index and a formula set forth in Aerocivil Resolution 04530 of 2007.  Our revenues from aeronautical services are primarily derived from passenger charges for the use of terminals, takeoff, landing and aircraft movement charges, charges for boarding bridges and aircraft parking charges.

 

Passenger Charges

 

We collect a passenger charge for each departing passenger on an aircraft.  Passenger charges are established and regulated by Aerocivil pursuant to Resolution 04530 of 2007.  Pursuant to Aerocivil regulations and the concession agreement, José María Córdova, Montería and Quibdó Airports apply the same domestic passenger charge, Enrique Olaya Herrera Airport has its own domestic passenger charge and Carepa and Corozal apply the same domestic passenger charge.  José María Córdova and Enrique Olaya Herrera Airport apply the same international passenger charge.  International passenger charges are U.S. dollar-denominated.  As of January 15, 2018, the charge for international passengers was U.S.$39.00 for the José María Córdova and Enrique Olaya Herrera Airports.  Colombian domestic passenger charges are Colombian peso-denominated.  As of January 15, 2018, the charge for Colombian domestic passengers was COP$15,800.00, COP$20,000.00, COP$15,800.00, COP$15,800.00, COP$ 7,900.00 and COP$7,900.00 for the José María Córdova, Enrique Olaya Herrera, Montería, Carepa, Quibdó and Corozal Airports, respectively.

 

Other Charges

 

We collect various charges from carriers for the use of our facilities by their aircraft.  For each aircraft’s departure and arrival, we collect charges based on the rates set forth in Articles 5, 6 and 7 of Resolution 04530 of 2007, issued by Aerocivil.  This resolution sets forth the maximum tariffs charged to domestic and international airlines for their respective flights.  We also collect aircraft parking charges based on the time an aircraft is stationed at an airport’s gate or parking position.  After two hours have elapsed from the moment an aircraft enters one of our Colombian airports, we collect an hourly parking charge, equal to 5.0% of the maximum tariff established by Aerocivil, for the entire time the aircraft is on our aprons.  Airlines are also subject to charges for the connection of their aircraft to our terminals through a boarding bridge.  Pursuant to Airplan’s concession agreement and Aerocivil regulations, we are required to provide (without additional charge) firefighting and rescue services at our airports.  However, we collect charges from carriers for performing certain activities that require firefighting services, such as the use of firefighting cars for the supply of fuel and for cleaning fuel from platforms.

 

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Non-aeronautical Services

 

General

 

Pursuant to Airplan’s concession agreement, revenues from non-aeronautical services are not regulated.  Our revenues from non-aeronautical services are derived from commercial activities, automobile parking and ground transport fees.

 

Commercial Activities

 

Within our six Colombian airports, we leased 718 commercial premises through 468 contracts with local tenants as of December 31, 2017.  Our most important tenants in terms of occupied space and revenue in 2017 were Marketmedios Comunicaciones S.A., Aerovías del Continente Americano S.A., Organización Terpel S.A., LASA S.A. - Sociedad de Apoyo Aeronáutico, Terraire S.A., Tampa Cargo S.A., Fast Colombia S.A., Empresa Aérea de Servicios y Facilitación Logística Integral S.A. EasyFly, UETA Inc. Sucursal Colombia and IMC Airport Shoppes SAS.

 

Automobile Parking and Ground Transport

 

Each of our Colombian airports has public car parking facilities, which are provided either directly by us or by a third party.  We provide public parking directly at Enrique Olaya Herrera Airport in Medellín and the Montería and Carepa airports.  Public parking is provided through a third party at the José María Córdova Airport in Rionegro.  Pursuant to the concession agreement, we may charge third parties for the operation of our public parking and ground transport facilities; these charges are not regulated.  We and the third party may negotiate freely on the price for the third party’s operation of the parking or ground transport facilities.  For those of our airports that do assess parking fees, we or a third party charge a fee for each individual vehicle entering the airport.  Although parking and ground transport services are not directly regulated, the fee charged to each individual vehicle that enters parking or ground transport facilities at our Colombian airports cannot exceed a certain limit established by Aerocivil. We do not charge parking fees at Corozal and Quibdó Airports.

 

Airport Security

 

Pursuant to the Colombian concession agreement, Airplan is responsible for security at each of the terminals comprising the concession.  Airplan is also obligated to coordinate with Aerocivil and other security authorities, including the national police, to adopt procedures and measures aimed at guaranteeing the safety of the facilities and of airport users.

 

Fuel

 

Fuel access for our Colombian airports and related vehicles and aircrafts is governed by the concession agreement.  Fuel supply is a service that constitutes part of our non-regulated revenue.  We are required to ensure the delivery of fuel to the aircrafts at our Colombian airports, including facilitating access between private suppliers and third parties, but we are not directly responsible for supplying the fuel.  Fuel supply operations at our Colombian airports must comply with certain Colombian regulations, including Annex 6 of the International Civil

 

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Aviation Organization and Decree 1521 of 1998.  Notwithstanding our role in facilitating access to fuel, we are not involved in commercial relationships among the airlines and third parties supplying the fuel.  We may assign space on our airport premises to fuel suppliers in exchange for a monthly payment.  Moreover, we may charge fuel suppliers a tariff on the volume of fuel provided to aircraft. We have agreements with fuel suppliers Terpel and Energizar.

 

In the event it is not feasible to reach an agreement with the current fuel suppliers of the corresponding airport, we may enter into an agreement with a third party that will be in charge of operating the fuel distribution system.  Under such an agreement, the third party operator makes a monthly payment to us in exchange for the space we grant it on our airport premises.  The third party must also pay a tariff on the volume of fuel supplied to the aircrafts.

 

Aerocivil establishes safety guidelines and requirements with respect to fuel supply at our Colombian airports.

 

Our Colombian Airports

 

In 2017, our Colombian airports served a total of 10.0 million passengers.  In 2017, José María Córdova International Airport accounted for 73.0% of our passenger traffic and 81.0% of our revenues, in each case from our Colombian airports.

 

José María Córdova International Airport in Rionegro and Enrique Olaya Herrera Airport in Medellín are designated as international airports under Colombian aeronautical regulations, which indicates that they are equipped to receive international flights and have customs and immigration facilities.

 

José María Córdova International Airport

 

José María Córdova International Airport is the second-busiest airport in Colombia in terms of passenger traffic.  The airport is located in Rionegro, approximately 45 minutes from Medellín.  Medellín has a population of approximately 2.5 million as of December 31, 2017, and is situated in a valley in the mountainous Antioquia department.  The city is an urban center that is home to various businesses, museums, universities and parks.  In addition, Medellín hosts an annual flower festival that attracts visitors.

 

The airport’s most significant points of origin and destination are Bogotá, Cartagena, Panama City, Cali, Barranquilla, San Andrés, Miami, Santa Marta, Montería and Fort Lauderdale.  During 2017, approximately 7.3 million passengers traveled through José María Córdova International Airport, including 1.4 million international passengers and 5.9 million domestic passengers.

 

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The following table sets forth the number of international passengers (excluding passengers in transit and private aviation passengers) at José María Córdova Airport by flight origin or destination.

 

Year ended December 31,

 

(in thousands)

 

City

 

2015

 

2016

 

2017

 

Panama City

 

440.5

 

468.8

 

497.0

 

Miami

 

220.6

 

236.5

 

279.7

 

Fort Lauderdale

 

175.3

 

163.0

 

159.6

 

Madrid

 

51.6

 

71.8

 

105.0

 

Mexico City

 

47.0

 

60.5

 

72.2

 

Other

 

220.4

 

277.9

 

192.0

 

Total

 

1,155.4

 

1,278.5

 

1,305.5

 

 

The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through José María Córdova Airport by flight origin or destination.

 

Year ended December 31,

 

(in thousands)

 

City

 

2015

 

2016

 

2017

 

Bogotá

 

3,397.0

 

3,545.4

 

3,555.4

 

Cartagena

 

587.4

 

683.3

 

714.2

 

Cali

 

487.1

 

585.4

 

429.5

 

San Andrés

 

275.2

 

311.5

 

334.5

 

Barranquilla

 

318.5

 

352.5

 

299.6

 

Santa Marta

 

225.5

 

266.7

 

257.4

 

Other

 

246.2

 

271.6

 

302.5

 

Total

 

5,536.9

 

6,016.4

 

5,893.1

 

 

The airport’s facilities include spaces for cargo operations. These spaces may be operated by third parties.  José María Córdova International Airport currently has one runway, with a length of 3,440 meters (2.1 miles).  José María Córdova International Airport was built in 1985 and currently has two terminals (passenger and cargo terminals).

 

There are currently 376 businesses operating in José María Córdova International Airport.

 

Enrique Olaya Herrera Airport

 

Enrique Olaya Herrera Airport also serves the city of Medellín, and was the city’s main airport until the opening of José María Córdova International Airport in 1985.  The airport is conveniently located within Medellín city limits and serves domestic flights to cities such as Bogotá, Bucaramanga and Pereira.  The airport’s primary points of origin and destination are Quibdó, Apartadó, Bogotá, Montería, Pereira and Bucaramanga.  In 2017, approximately 1.05 million passengers traveled through Enrique Olaya Herrera Airport.

 

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The following table sets forth the number of Colombian domestic passengers (excluding passengers in transit and private aviation passengers) that traveled through Enrique Olaya Herrera Airport by flight origin or destination.

 

Year ended December 31,

 

(in thousands)

 

City

 

2015

 

2016

 

2017

 

Quibdó

 

238.8

 

249.5

 

222.8

 

Apartadó

 

190.7

 

180.3

 

172.4

 

Bogotá

 

117.8

 

113.1

 

117.5

 

Montería

 

111.0

 

105.4

 

89.2

 

Pereira

 

78.1

 

90.8