0001193125-16-548441.txt : 20160420 0001193125-16-548441.hdr.sgml : 20160420 20160420172135 ACCESSION NUMBER: 0001193125-16-548441 CONFORMED SUBMISSION TYPE: 20-F PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20151231 FILED AS OF DATE: 20160420 DATE AS OF CHANGE: 20160420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Pacific Airport Group CENTRAL INDEX KEY: 0001347557 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 STATE OF INCORPORATION: O5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 20-F SEC ACT: 1934 Act SEC FILE NUMBER: 001-32751 FILM NUMBER: 161582029 BUSINESS ADDRESS: STREET 1: AVENIDA MARIANO OTERO NO. 1249, PISO 6 STREET 2: COL. RINCONADA DEL BOSQUE CITY: GUADALAJARA, JALISCO STATE: O5 ZIP: 45140 BUSINESS PHONE: (52)(33) 3880-1100 MAIL ADDRESS: STREET 1: AVENIDA MARIANO OTERO NO. 1249, PISO 6 STREET 2: COL. RINCONADA DEL BOSQUE CITY: GUADALAJARA, JALISCO STATE: O5 ZIP: 45140 20-F 1 d144740d20f.htm FORM 20-F Form 20-F
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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, 2015

Commission File Number: 001-32751

 

 

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

(Exact name of registrant as specified in its charter)

 

 

 

Pacific Airport Group   United Mexican States
(Translation of registrant’s name into English)   (Jurisdiction of incorporation or organization)

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

(Address of principal executive offices)

 

 

Saúl Villarreal

Chief Financial Officer

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

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

Telephone: + 52 (33) 38801100 ext. 20151

svillarreal@aeropuertosgap.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   New York Stock Exchange, Inc.*

American Depositary Shares (ADSs),

each representing ten Series B 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.


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Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: N/A

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

 

Title of each class:

 

Number of Shares

Series B Shares   476,850,000                                         
Series BB Shares   84,150,000                                         

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

  Yes  x             No  ¨

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

  Yes  ¨             No  x

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

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

  Yes  x             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).

N/A

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

Large accelerated filer  x                  Accelerated filer  ¨                  Non-accelerated filer  ¨

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

U.S. GAAP  ¨                  IFRS  x                    Other  ¨

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

Item 17  ¨              Item 18  ¨

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

  Yes  ¨              No  x

 

 

 


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TABLE OF CONTENTS

 

    Forward-Looking Statements    1  
Item 1.   Identity of Directors, Senior Management and Advisers      2   
Item 2.   Offer Statistics and Expected Timetable      2   
Item 3.   Key Information      2   
  Selected Financial Data      2   
  Exchange Rates      6   
  Risk Factors      6   
Item 4.   Information on the Company      33   
  History and Development of the Company      33   
  Business Overview      40   
  Regulatory Framework      73   
  Organizational Structure      97   
  Property, Plant and Equipment      98   
Item 4A.   Unresolved Staff Comments      98   
Item 5.   Operating and Financial Review and Prospects      98   
Item 6.   Directors, Senior Management and Employees      148   
Item 7.   Major Shareholders and Related Party Transactions      157   
  Major Shareholders      157   
  Related Party Transactions      158   
Item 8.   Financial Information      159   
  Legal Proceedings      159   
  Dividends      165   
Item 9.   The Offer and Listing      166   
  Stock Price History      166   
  Trading on the Mexican Stock Exchange      167   
Item 10.   Additional Information      168   
  Corporate Governance      168   
  Material Contracts      178   
  Exchange Controls      178   
  Taxation      178   
  Documents on Display      182   
Item 11.   Quantitative and Qualitative Disclosures about Market Risk      182   
Item 12.   Description of Securities other than Equity Securities      184   

 

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Item 13.

  Defaults, Dividend Arrearages and Delinquencies      186   

Item 14.

  Material Modifications to the Rights of Security Holders and Use of Proceeds      186   

Item 15.

  Controls and Procedures      186   

Item 16.

  Reserved      188   

Item 16A.

  Audit Committee Financial Expert      188   

Item 16B.

  Code of Ethics      188   

Item 16C.

  Principal Accountant Fees and Services      189   

Item 16D.

  Exemptions from the Listing Standards for Audit Committees      189   

Item 16E.

  Purchases of Equity Securities by the Issuer and Affiliated Purchasers      190   

Item 16F.

  Change in Registrant’s Certifying Accountant      190   

Item 16G.

  Corporate Governance      190   

Item 17.

  Financial Statements      195   

Item 18.

  Financial Statements      195   

Item 19.

  Exhibits      195   

 

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FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our reports to the Securities and Exchange Commission, or the SEC, on Forms 20-F and 6-K, in our annual reports 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 financial analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:

 

    projections of 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 or objectives;

 

    changes in our regulatory environment;

 

    statements about our future economic performance or that of Mexico; and

 

    statements of assumptions underlying such statements.

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

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

The following tables present a summary of our consolidated financial information for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements referred to in Item 18 hereof and included elsewhere in this document, including the notes thereto. Our audited consolidated financial statements are prepared in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB.

References in this annual report on Form 20-F to “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America. References in this annual report on Form 20-F to “pesos,” “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. References in this annual report on Form 20-F to “Jamaican dollars” or “J$” are to the lawful currency of Jamaica. We publish our audited consolidated financial statements in Mexican pesos.

This annual report on Form 20-F contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps.17.1950 to U.S.$1.00, the noon buying rate for pesos on December 31, 2015, as published by the U.S. Federal Reserve Board. On April 8, 2016 the exchange rate for pesos as published by the U.S. Federal Reserve Board was Ps.17.7600 to U.S.$1.00.

This annual report on Form 20-F contains references to “workload units,” which are units measuring 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. When we refer to “terminal passengers” we mean the sum of all arriving and departing passengers on commercial and general aviation flights, other than transit passengers. “Transit passengers” are those who are generally not required to change aircraft while on a multiple-stop itinerary and who generally do not disembark from their aircraft to enter the terminal building. When we refer to “total passengers,” we mean the sum of terminal passengers and transit passengers. When we refer to “commercial aviation passengers,” we mean the sum of terminal and transit passengers, excluding general aviation passengers, such as those on private, non-commercial aircraft. The data presented herein are based on commercial aviation passengers, but we generally measure our operations based on terminal passengers. This annual report on Form 20-F contains references to “air traffic movements,” which represent the sum of all aircraft arrivals and departures of any kind at an airport.

International Financial Reporting Interpretation Committee 12 Service Concession Arrangements (“IFRIC 12”), which arose from the need to provide clarification on the accounting treatment to be followed for service concession contracts for services that are considered public in nature, requires, subject to certain conditions, that the infrastructure of a service concession contract falling within its scope

 

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not be recognized as property, plant and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. We recognize revenues and the associated costs of improvements to concession assets that we are obligated to perform at the airports as established by our Master Development Programs for our Mexican airports and Capital Development Program for the Montego Bay airport. The amount of revenues for these services are equal to the amount of costs incurred, as we do not obtain any profit margin for these construction services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results and do not represent a cash inflow. Furthermore, they are not directly related to our passenger traffic, which is the main driver of our revenues.

In reviewing this annual report, you should take into account the fact that certain margin and ratio calculations that utilize “total revenues” or “total operating costs” will reflect the effects of IFRIC 12. Consequently, changes in total revenues, total operating costs, operating margin, total revenues per terminal passenger and other ratios included in this annual report, as well as other ratios potentially useful to investors, may not be comparable between periods. In such instances we have included a parenthetical notation with comparable amounts or measures. Nominal results for amounts used in calculating certain margins, such as operating income, are not affected by the adoption of IFRIC 12 and are therefore comparable.

As a result of our acquisition of Desarrollo de Concesiones Aeroportuarias, S.L. (“DCA”) in April 2015, our summary consolidated financial and operating information for the fiscal year ended December 31, 2015 includes the consolidation of DCA’s financial and operating information from April 1, 2015. DCA has a 74.5% stake in MBJ Airports Limited (“MBJA”), the entity that holds the concession to operate Montego Bay International Airport in Montego Bay, Jamaica. Therefore, financial and operating information for the fiscal year ended December 31, 2015 may not be directly comparable with financial and operating information for prior fiscal years.

The summary financial and other information set forth below reflects our financial condition, results of operations and certain operating data according to IFRS for the periods indicated. Our first financial statements reported under IFRS were for the year 2012; therefore, our date of transition to IFRS was January 1, 2011. A description of the effects on our financial information due to our transition from our previous generally accepted accounting principles, Mexican Financial Reporting Standards, or MFRS, to IFRS was presented in Note 31 to our audited consolidated financial statements in our annual report on Form 20-F for 2012. The selected financial information for 2011 differs from the information we previously published in our annual report for 2011, because it is presented in accordance with IFRS.

 

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     Year ended December 31,  
     2011     2012     2013     2014     2015     2015  
                 (thousands of pesos)                

(thousands of

U.S. dollars)(1)

 

Profit or loss and other comprehensive income data:

            

Revenues:

            

Aeronautical services(2)

   Ps. 3,077,927      Ps. 3,365,982      Ps. 3,616,616      Ps. 3,925,736      Ps. 5,419,022      U.S.$ 315,151   

Non-aeronautical services(3)

     824,580        1,008,452        1,170,492        1,338,542        1,849,252        107,546   

Improvements to concession assets(4)

     1,036,227        570,233        440,728        281,874        838,635        48,772   

Total revenues

     4,938,734        4,944,667        5,227,836        5,546,152        8,106,909        471,469   

Operating costs:

            

Costs of services:

            

Employee costs

     369,386        402,607        390,606        393,537        502,794        29,241   

Maintenance

     179,455        200,022        200,224        223,687        302,203        17,575   

Safety, security & insurance

     131,168        159,379        173,748        192,932        249,752        14,525   

Utilities

     122,095        139,479        141,855        147,793        192,158        11,175   

Other

     184,834        158,515        222,518        203,639        311,352        18,107   

Total costs of services

     986,938        1,060,002        1,128,951        1,161,588        1,558,258        90,623   

Technical assistance fees(5)

     136,191        155,072        171,470        194,228        236,507        13,754   

Concession taxes(6)

     193,802        217,295        237,728        261,577        483,086        28,095   

Depreciation and amortization:

            

Depreciation(7)

     110,314        151,176        164,606        216,536        206,724        12,022   

Amortization(8)

     632,655        676,054        718,629        708,684        949,711        55,232   

Total depreciation and amortization

     742,969        827,230        883,235        925,220        1,156,435        67,254   

Other expense (income)

     6,587        1,333        (7,453     (43,424     (254,612     (14,807

Cost of improvements to concession assets(4)

     1,036,227        570,233        440,728        281,874        838,635        48,772   

Total operating costs

     3,102,714        2,831,165        2,854,659        2,781,061        4,018,309        233,691   

Income from operations

     1,836,020        2,113,502        2,373,177        2,765,089        4,088,600        237,778   

Finance income (cost)

     37,318        (14,023     (51,159     (7,990     (456,810     (26,566

Share of loss of associates

     n/a        n/a        n/a        n/a        (13,704     (796

Income before income taxes

     1,873,338        2,099,479        2,322,018        2,757,099        3,618,086        210,415   

Income tax expense

     261,758        327,449        75,788        514,579        847,309        49,276   

Profit for the year

     1,611,580        1,772,030        2,246,230        2,242,520        2,770,777        161,139   

Other comprehensive income

            

Exchange differences on translating foreign operations

     n/a        n/a        n/a        n/a        482,394        28,054   

Total comprehensive income for the year

     1,611,580        1,772,030        2,246,230        2,242,520        3,253,171        189,193   

Profit for the year attributable to:

            

Controlling interest

     1,611,580        1,772,030        2,246,230        2,242,520        2,726,020        158,536   

Non-controlling interest

     n/a        n/a        n/a        n/a        44,757        2,603   

Profit for the year

     1,611,580        1,772,030        2,246,230        2,242,520        2,770,777        161,139   

Total comprehensive income for the year

            

Controlling interest

     1,611,580        1,772,030        2,246,230        2,242,520        3,141,513        182,699   

Non-controlling interest

     n/a        n/a        n/a        n/a        111,658        6,494   

Total comprehensive income for the year

     1,611,580        1,772,030        2,246,230        2,242,520        3,253,171        189,193   

Basic and diluted earnings per share(9)

   Ps. 2.9969      Ps. 3.3389      Ps. 4.2377      Ps. 4.2663      Ps. 5.9772      U.S.$ 0.3476   

Basic and diluted earnings per ADS(9)

   Ps. 29.9687      Ps. 33.3891      Ps. 42.3768      Ps. 42.6629      Ps. 59.7728      U.S.$ 3.4762   

Dividends per share(10)

   Ps. 1.9231      Ps. 2.1292      Ps. 2.2837      Ps. 3.0249      Ps. 3.3200      U.S.$ 0.1931   

Dividends per ADS(10)

   Ps. 19.2310      Ps. 21.2918      Ps. 22.8375      Ps. 30.2490      Ps. 33.2000      U.S.$ 1.9308   

Other operating data:

            

Total terminal passengers (thousands of passengers)(11)

     20,208        21,287        23,173        24,719        30,319        30,319   

Total air traffic movements (thousands of movements)

     395        395        404        417        462        462   

Total revenues per terminal passenger(12)

   Ps. 244      Ps. 232      Ps. 226      Ps. 224      Ps. 267      U.S.$ 16   

Aeronautical and non-aeronautical services per terminal passenger

   Ps. 193      Ps. 205      Ps. 207      Ps. 213      Ps. 240      U.S.$ 14   

Statement of financial position:

            

Cash and cash equivalents

   Ps. 2,135,010      Ps. 1,663,683      Ps. 2,168,187      Ps. 1,595,502      Ps. 2,996,499      U.S.$ 174,266   

 

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Total current assets

    2,885,072        2,459,168        2,872,087        2,062,571        3,386,683        196,957   

Airport concessions, net

    10,463,499        10,179,422        9,895,346        9,611,296        12,240,167        711,845   

Rights to use airport facilities, net

    1,327,189        1,270,490        1,213,792        1,157,093        1,100,394        63,995   

Total assets

    24,719,675        24,533,637        25,234,600        24,286,207        31,473,399        1,830,381   

Current liabilities

    1,062,027        1,132,711        1,212,154        1,582,227        4,658,310        270,911   

Total liabilities

    3,038,492        3,080,424        3,021,889        3,000,316        9,317,356        541,864   

Total controlling interest

    21,681,183        21,453,213        22,212,711        21,285,891        21,273,951        1,237,217   

Non-controlling interest

    n/a        n/a        n/a        n/a        882,092        51,299   

Other data:

           

Net cash flows provided by operating activities

  Ps. 2,256,718      Ps. 2,661,274      Ps. 2,964,713      Ps. 3,460,230      Ps. 4,904,753      U.S.$ 285,243   

Net cash flows used in investing activities

    (1,253,470     (983,785     (680,951     (633,040     (3,669,927     (213,430

Net cash flows (used in) provided by financing activities

    (1,217,045     (2,148,816     (1,779,258     (3,399,875     166,171        9,664   

(Decrease) increase in cash and cash equivalents

    (213,797     (471,327     504,504        (572,685     1,400,997        81,477   

 

(1) Translated into U.S. dollars at the rate of Ps.17.1950 per U.S.$1.00, the noon buying rate on December 31, 2015, as published by the U.S. Federal Reserve Board. The U.S. dollar information should not be construed to imply that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rate or at any other rate. Per-share dollar amounts are expressed in U.S. dollars (not thousands of U.S. dollars). Operating data are expressed in the units indicated.
(2) Revenues from aeronautical services principally consist of a fee for each departing passenger, aircraft landing fees, aircraft parking fees, fees for the transport of passengers from an aircraft to a terminal building, security charges for each departing passenger and other sources of revenues subject to regulation under our maximum rates. See “Item 4, Information on the Company – Regulatory Framework” for a description of our regulatory framework, including our maximum rates, and “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges” for certain exclusions to these fees in each of Mexico and Jamaica.
(3) Revenues from non-aeronautical services consist of revenues not subject to regulation under our maximum rates, which are primarily revenues from leasing of commercial space to tenants, advertisers, certain ground transportation providers and other miscellaneous sources of revenues, as well as the revenues derived from business lines operated directly by us, which include car parking charges, advertising, VIP lounges and convenience stores. Pursuant to our operating concessions and the Mexican Airport Law (Ley de Aeropuertos) and the regulations thereunder, car parking services are currently regulated under the Mexican Airport Law but are excluded from regulated services under our maximum rates, although the Ministry of Communication and Transportation (Secretaría de Comunicaciones y Transportes), or “SCT,” could decide to regulate such rates.
(4) Revenues from improvements to concession assets represent revenues generated from improvements made to concession assets and the related costs stemming from capital expenditures made as agreed with the Mexican government under our Master Development Programs for 2011, 2012, 2013, 2014 and 2015 and with the Jamaican government in relation to our Capital Development Program. These amounts did not result in actual cash inflows, nor did they have an effect on our consolidated net income, in 2011, 2012, 2013, 2014 and 2015, as revenues earned were equal to the costs incurred. MBJA recorded no revenues or costs from improvements to concession assets during the period from April 1 to December 31, 2015. See “Item 4, Information on the Company – Business Overview.”
(5) We pay Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V., or “AMP”, a technical assistance fee under the technical assistance agreement entered into in connection with AMP’s purchase of our Series BB shares. This fee is described in Item 7 hereof.
(6) Each of our subsidiary concession holders in Mexico is required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently 5% of each concession holder’s gross annual revenues (excluding revenues from improvements to concession assets).
(7) Reflects depreciation of machinery, equipment and improvements on leased buildings.
(8) Reflects amortization of concessions, improvements to concession assets, rights to use airport facilities, recovered long-term leases and parking lots.
(9) Based on a weighted average of 537,755,093, 530,720,600, 530,061,831, 525,636,745 and 525,575,547 common shares outstanding for the years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively, due to our stock repurchase program. Earnings per ADS are based on the ratio of 10 Series B shares per ADS.
(10) Dollar amounts per share were U.S.$0.1378 in 2011, U.S.$0.1642 in 2012, U.S.$0.1744 in 2013 , U.S.$0.2051 in 2014 and U.S.$0.1931 in 2015 and per ADS were U.S.$1.3785 in 2011, U.S.$1.6424 in 2012, U.S.$1.7436 in 2013 , U.S.$2.0508 in 2014 and U.S.$1.9308 in 2015. Per-share dollar amounts are expressed in U.S. dollars (not thousands of U.S. dollars).
(11) Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).
(12) Total revenues for the period divided by terminal passengers for the period, expressed in pesos (not thousands of pesos).

 

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EXCHANGE RATES

The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rate expressed in pesos per U.S. dollar. The average annual rates presented in the following table were calculated using the average of the exchange rates on the last day of each month during the relevant period. The data provided in this table is based on the rates published by the U.S. Federal Reserve Board in its weekly H.10 Release – Foreign Exchange Rates. All amounts are stated in pesos and have not been restated in constant currency units. We make no representation that the Mexican peso amounts referred to in this annual report could have been or could be converted into U.S. dollars at any particular rate or at all.

 

     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   

November 2015

     16.85         16.37         16.60         16.63   

December 2015

     17.36         16.53         17.20         17.07   

2016

           

January 2016

     18.59         17.36         18.21         18.06   

February 2016

     19.19         18.02         18.07         18.43   

March 2016

     17.94         17.21         17.21         17.63   

April 2016(2)

     17.91         17.32         17.76         17.64   

 

Sources: U.S. Federal Reserve Board.

(1) Average of month-end rates or daily rates, as applicable.
(2) Through April 8, 2016.

On April 8, 2016, the exchange rate for pesos, as published by the U.S. Federal Reserve Board, was Ps.17.7600 per U.S.$1.00.

Fluctuations in the exchange rate between the peso and the U.S. dollar affect the U.S. dollar value of securities traded on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.B. de C.V.), or “BMV,” and, as a result, will likely affect the market price of our American Depositary Shares (ADSs). Such fluctuations may also affect the U.S. dollar conversion by The Bank of New York Mellon, the depositary for our ADSs, of any cash dividends paid in pesos.

RISK FACTORS

Risks Related to Our Operations

Our revenues are highly dependent on 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. Our principal source of aeronautical service revenues is passenger charges. Passenger charges are payable for each passenger departing from the airport terminals we operate (except certain exclusions in each of Mexico and Jamaica, described below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”) and are collected by the airlines and paid to us. In 2013, 2014 and 2015, passenger charges represented 58.8%, 60.8% and 55.3%, respectively, of our total revenues (in 2013, 2014 and 2015, passenger charges represented 64.2%, 64.1% and 61.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues).

Passenger and cargo traffic volumes and air traffic movements depend in part on many factors beyond our control, including economic conditions in Mexico, Jamaica, the United States, Canada and Europe, the political situation in Mexico, Jamaica and elsewhere in the world, public health crises, the attractiveness of the destinations that our airports serve relative to those of other competing airports, fluctuations in petroleum prices, disruptions of global debt markets and changes in regulatory policies applicable to the aviation industry. 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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A global economic and financial crisis may affect our business.

The global economic and financial crisis that began in 2007 and continued through 2009 led to high volatility and lack of liquidity in the global credit and other financial markets. The downturn in the U.S. and global economies led to increased commercial and consumer delinquencies, lack of consumer confidence, decreased market valuations, increased market volatility, high financial risk premiums and a widespread reduction of business activity generally. These conditions also limited the availability of credit and increased financial costs for companies around the world, including companies in Mexico and the United States. Although economic conditions improved starting in 2010 and the availability of credit has increased while interest rates remained stable, another recession could significantly affect our ability to access credit to finance our future projects, therefore adversely affecting our business.

Competition from other tourist destinations could adversely affect our business.

The principal factor affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports (particularly our international airports at Los Cabos, Puerto Vallarta and Montego Bay) may vary as a result of factors beyond our control, including the level of tourism in Mexico and Jamaica. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, the other Caribbean islands and destinations in Central America. The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of Mexico and Jamaica, particularly as a result of the uncertainty and safety concerns resulting from the Mexican government’s ongoing effort against drug cartels. There can be no assurance that tourism levels, and therefore the number of passengers using our airports, in the future will match or exceed current levels. A reduction in tourism to the destinations served by our airports could directly and indirectly affect our revenues from aeronautical and non-aeronautical services.

Our business is particularly sensitive to economic conditions and other developments in the United States.

Our business is particularly sensitive to trends in the United States relating to leisure travel, consumer spending and international tourism. In 2013, 2014 and 2015, 89.7%, 89.5% and 89.7%, respectively, of the international terminal passengers served by our Mexican airports arrived or departed on flights originating in or departing to the United States and 67.0%, 66.2% and 67.0%, respectively, of the passengers served by our Jamaican airport arrived or departed on flights originating on or departing to the United States.

Thus, our business is highly dependent on the condition of the U.S. economy, and events affecting the U.S. economy may adversely affect our business, results of operations and financial condition. In 2013, 2014 and 2015, the U.S. gross domestic product (“GDP”) increased at an annualized rate of 1.9%, 2.4% and 2.4%, respectively, according to the U.S. Bureau of Economic Analysis. Although the U.S. economy has grown every year since the economic crisis that lasted from the end of 2007 until the middle of 2009, if the U.S. economy falls back into a recession, it would likely have a material adverse effect on our results of operations due to decreased passenger traffic travel to and from the United States.

Other trends and developments in the United States may also adversely impact the frequency and pattern of our international passenger traffic. For example, any development that could make travel to and from the United States less attractive to our passengers, including legislative developments related to immigration policy in the United States, could negatively affect the level of passenger traffic in our airports, which may adversely affect our business, financial condition or results of operations.

 

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Negative economic developments in Mexico could reduce domestic passenger traffic at our Mexican airports, which would 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 two-thirds of the passenger traffic volume at our Mexican airports. Aside from our interest in the Montego Bay airport concession in Jamaica, all of our assets are located, and all of our operations are conducted in Mexico. Because our revenues are largely dependent on the level of passenger traffic at our airports, any decline in domestic traffic in our Mexican airports could have an adverse effect on our business, results of operations, prospects and financial conditions. Therefore, if inflation or interest rates increase significantly or the Mexican economy is otherwise adversely impacted, our business, financial condition and results of operations could be materially and adversely affected because, among other things, domestic demand for transportation services may decrease. For more information on the potential impact of negative economic developments in Mexico, see “– Risks Related to Mexico – Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations” in this section.

Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.

Our revenues are closely linked to passenger and cargo traffic volumes and air traffic movements at our airports, which are determined by the operating levels of airlines at our airports. Airlines’ costs are highly sensitive to the price of petroleum and their access to credit to finance their operations. Increased costs may increase ticket prices and reduce fleets, thereby decreasing flight frequencies and negatively impacting passenger and cargo traffic volumes.

International petroleum prices have experienced significant volatility in the recent past. For example, European Brent crude oil spot prices reached their record high of U.S.$143.95 per barrel on July 3, 2008 followed by their four-year record low of U.S.$33.73 per barrel on December 26, 2008, according to the U.S. Energy Information Administration. More recently, European Brent crude oil spot prices decreased from U.S.$55.27 per barrel on December 31, 2014 to U.S.$36.61 per barrel on December 31, 2015, with an average price of U.S.$52.32 per barrel during 2015. The decrease in fuel prices in 2015 allowed airlines to reduce ticket prices, open new routes and increase flight frequencies. 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. If fuel prices return to their prior levels, the resulting increases in airlines’ costs may lead to airline bankruptcies, higher ticket prices, cancellations of routes and decreases in frequencies of flights, and may decrease demand for air travel generally. Each of these may reduce passenger and cargo traffic at our airports.

Most airlines also depend on reliable access to credit at interest rates they can afford to finance their fleet of aircraft and make other large investments. As evidenced by the recent global recession and financial crisis, high interest rates and disruptions in the global debt markets had an adverse effect on airlines’ ability to operate their fleets, forcing many to raise ticket prices, cancel routes, decrease the frequencies of flights or forego scheduled investments. Such reductions in operations by airlines led to lower passenger and cargo traffic volumes at our airports, which has had an adverse impact on our results of operations.

See “– The loss of or suspension of operations by one or more of our key customers could result in a loss of a significant amount of our revenues” in this section for a more detailed description of which of our major airline customers have recently reduced or cancelled operations at our airports.

 

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

In 2015, approximately 83.9% of the sum of aeronautical and non-aeronautical revenues was generated from five of our thirteen airports. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports in 2015:

 

Airport

   For year ended
December 31, 2015(1)
 

Guadalajara International Airport

     29.4

Los Cabos International Airport

     15.5

Montego Bay International Airport

     13.7

Puerto Vallarta International Airport

     13.0

Tijuana International Airport

     12.3

Eight other Mexican airports (combined)

     16.1
  

 

 

 

Total revenues

     100.0
  

 

 

 

 

(1) Except for the Montego Bay airport, which includes data from April 1, 2015 (when we began to consolidate MBJA’s financial and operating information) to December 31, 2015.

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

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

International events may negatively impact international air travel. The terrorist attacks on the United States on September 11, 2001, wars, such as those in Iraq and Syria, and public health crises, such as the Influenza A/H1N1 pandemic of 2009-2010, have negatively affected 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 U.S. carriers and on carriers operating international service to and from the United States. Airline traffic in the United States fell precipitously after the attacks. Our terminal passenger volumes declined 1.4% in 2001 and an additional 5.3% in 2002 (in each case as compared to the prior year). Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition. Moreover, we cannot predict what effect any future terrorist attacks or threatened attacks on the United States or any retaliatory measures taken by the United States in response to these events may have on the U.S. economy or leisure travel trends, which may negatively affect our results of operations. Similarly, our Mexican and Jamaican airport operations could be negatively impacted by terrorist attacks on aircraft such as those which occurred with international airlines’ aircraft operating over Egypt and the Ukraine in 2015.

In April 2009, Mexico, like several other countries, was affected by an outbreak of Influenza A/H1N1. As a result of the outbreak, a number of countries, including the United States, Great Britain and France, advised against nonessential travel to Mexico, although these advisories were lifted by the end of May 2009. While we cannot completely isolate the impact on travel of the advisories and restrictions imposed by national and international governments from other potential factors such as the economy, our domestic passenger traffic and international passenger traffic declined by 33.3% and 43.7%, respectively, during May 2009 (in each case compared to May 2008). A new outbreak of Influenza A/H1N1 or any other pandemic or contagious disease, such as avian flu, severe acute respiratory syndrome (SARS) and the Ebola virus, could once again disrupt our operations or significantly affect passenger and cargo traffic levels.

 

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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’ Centers for Disease Control and Prevention has issued a travel advisory for people traveling to regions within the Zika virus outbreak, which include popular vacation destinations in Mexico and Jamaica. While these travel advisories to Mexico and Jamaica have not negatively affected the frequency and pattern of travel to our airports, such public health crises or 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 armed conflict around the world, outbreaks of health epidemics 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 and requirements may require additional investments or result in additional expenses.

The air travel business is susceptible to, and has experienced, increased costs resulting from enhanced security and higher insurance. Following the events of September 11, 2001, we reinforced security at our airports, and our general liability insurance premiums increased substantially. For more information on the insurance policies we carry, see “Item 4, Information on the Company – Property, Plant and Equipment.” 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 U.S. Federal Aviation Authority, in addition to the directives of the Mexican and Jamaican civil aviation authorities.

The users of airports, principally airlines, also have been subject to increased costs following the events of September 11, 2001, as they have been required to adopt additional security measures and their insurance premiums have also increased substantially. While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican and Jamaican governments have not done so and have given no indication of any intention to do the same. In the future, airlines may be required to comply with more rigorous security rules or guidelines and premiums for aviation insurance could rise further. In addition, fuel prices, supplies and interest rates for airlines’ aircraft lease agreements, 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. Increases in airlines’ costs may result in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations.

If authorities require enhancements to security equipment or adoption of additional security measures, we may be required to undertake significant additional expenses and capital expenditures. We cannot guarantee that these expenses and/or capital expenditures will be taken into account for our Mexican airports in our Maximum Tariff and Master Development Programs negotiations. Therefore, these additional expenses could negatively affect our cash flows and affect our results of operations. In the case of any change in security enhancement requirements in Jamaica, the Jamaican civil aviation authorities have permitted any such unavoidable and unforeseen expenditure to be treated as a cost pass-through for the purposes of regulation, allowing for an increase in regulated charges at any time within the tariff review period to cover the cost of additional security requirements. However, we can provide no assurance that we would be successful in negotiating new tariffs to recover the expenses and/or capital expenditures needed to comply with any new security requirements.

 

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The operation of new baggage screening equipment could increase our expenses and may expose us to greater liability.

In 2005, the Mexican government issued a policy letter (carta de política) calling for all checked baggage on all commercial flights to undergo a new comprehensive screening process. The new screening process required the installation of dedicated screening equipment and the manual inspection of baggage if such equipment alerted to the potential presence of prohibited items. Uncertainty over the policy letter’s implementation of the new screening process, initially caused a delay in the implementation. Although the Mexican Airport Law expressly provides that airlines bear the responsibility for baggage screening, the fact that the policy letter is silent as to responsibility caused some of our airline customers to contend that the policy letter’s intent is for airport concessionaires, such as us, to bear responsibility for the new screening process. In addition, certain questions have been raised regarding the constitutionality of the new screening process. Since the issuance of the policy letter, the Mexican Directorate General of Civil Aviation (Dirección General de Aeronáutica Civil), or DGAC, has been expected to issue implementing regulations. On November 23, 2012, the Mexican civil aviation authority published a recommendation (circular obligatoria) on the SCT website that, instead of modifying the legal responsibilities set forth in the Mexican Airport Law, attempted to facilitate contracts between parties through certain non-binding recommendations regarding issues of responsibility that have been raised by the policy letter. These non-binding recommendations have no legal effect unless incorporated into a valid contract.

We have operated checked baggage screening equipment in our busiest Mexican airports since 2011, and today only flights departing from the Los Mochis airport continue to rely on manual inspection. As of December 31, 2015, we have signed agreements to operate the baggage screening equipment with every airline customer with a non-negligible volume of traffic, and approximately 99.3% of the passengers travelling through our airports were using the baggage screening system.

We incur ongoing expenses to maintain and operate this equipment. Currently, the operational costs of the screening system have been limited to the level necessary to provide the required services to airlines, and we expect to continue recovering those costs. We also expect to incur ongoing expenses to maintain any equipment purchased, and we could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment if screening guidelines are expanded further and require that additional steps be taken to comply with the requirements. For instance, replacement of current baggage screening equipment with new Computer Tomography X-ray (CTX) bagged screening equipment is scheduled for 2022, although regulatory changes could force our Mexican airports to undertake this replacement sooner. These additional expenses could restrict our liquidity and adversely affect our results of operations. In addition, if it is determined that we are responsible for all or a portion of the cost or that we are liable for certain issues arising from our operation of the screening systems, our exposure to liability could increase significantly. These operational costs were reviewed during the negotiation of the Master Development Programs for our Mexican airports for the years 2015-2019, completed in December 2014, and there were no changes contemplated to the operational costs or to the cost recovery procedures. For more information on screening equipment, see “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions.”

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

Our ability to increase our revenues and profitability depends in part on our business strategy, which consists of setting prices as close as possible to our regulatory maximum rates for any given year for our Mexican airports and for any given five-year period for the Montego Bay airport, reducing operating costs, controlling our capital expenditure commitments under our Master Development Programs with the Mexican government and under the Capital Development Program with the Jamaican government, increasing passenger and cargo traffic at our airports and increasing revenues from commercial activities.

 

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Our ability to increase our commercial revenues is significantly dependent, among other factors, upon increasing passenger traffic at our airports and on our ability to renegotiate rental agreements with our tenants to provide for contractual terms more favorable to us and for the ability for us to directly operate business lines. In addition, our ability to increase revenues from commercial activities depends on our ability to continue the remodeling, expansion and modernization of the commercial areas we operate within our airports and on the introduction of new business lines. Further, we are in the process of expanding the amount and types of business lines that we operate directly within our airports. Revenues from business lines operated directly by us represented 28.1% of non-aeronautical revenues in 2015, as compared with 30.5% of non-aeronautical revenues in 2014 (7.2% of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2015, as compared to 7.8% in 2014).

We cannot provide assurance that we will be successful in implementing our strategy of increasing our passenger traffic or our revenues from commercial activities, including those that we operate directly. The passenger traffic volume in our airports depends on factors beyond our control, such as the attractiveness of the commercial, industrial and tourist centers that the airports serve. Additionally, our new commercial strategy of increasing revenues by operating lines of businesses in our airports directly could result in the loss of a significant amount of revenues, or not generate the level of profitability sufficient to increase our results of operations. Accordingly, there can be no assurance that the passenger traffic volume in our airports will increase or that our profitability will increase.

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 believe we maintain positive 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 approximately 55% of our total employees as of December 31, 2015), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

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

A majority of our revenues are driven by the operations of a few key customer airlines. In 2015, Concesionaria Vuela Compañía de Aviación, S.A. de C.V. (“Volaris”), Grupo Aeroméxico, S.A.B. de C.V. (“Aeroméxico Group”), a holding company that owns Aeroméxico and Aeroméxico Connect, and ABC Aerolíneas, S.A. de C.V. (“Interjet”) transported a significant percentage of our passenger traffic; during 2015, the passenger charges collected by these three airlines accounted for 18.0%, 9.6% and 4.6%, respectively, of total revenues in our airports (20.1%, 10.7% and 5.1%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2015). Excluding revenues from passenger charges, these airlines accounted for 1.8%, 1.1% and 0.5%, respectively, of our total revenues in 2015 (2.0%, 1.2% and 0.5%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2015).

None of our contracts with our airline customers obligate them to continue providing service to our airports, and we can offer no assurance that if any of our key customers reduce their use of our airports, competing airlines would add flights to their schedules to replace any flights no longer handled by our principal airline customers.

For example, on August 2, 2010, Mexicana de Aviación, S.A. de C.V. (“Mexicana”), one of Mexico’s two largest carriers and previously an airline that was among our three largest customers in terms of 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 (formerly known as Mexicana Inter) (collectively, “Grupo Mexicana”) ceased operations. Grupo

 

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Mexicana filed for bankruptcy protection on September 7, 2010. In 2010, Grupo Mexicana was still our third largest carrier and accounted for 8.9% of the sum of aeronautical and non-aeronautical revenues generated in our airports, and it was not until 2012 that all seats previously flown by Grupo Mexicana were taken over by other airlines. 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. In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another, except if the passenger originated travel outside Mexico, thus limiting the number of airlines providing domestic service in Mexico. Accordingly, we expect to continue to generate a significant portion of our revenues from domestic travel from a limited number of airlines.

Furthermore, passenger charges, which accounted for 55.3% of our revenues in 2015 (61.7% when taking into account only the sum of aeronautical and non-aeronautical revenues), are collected by airlines from passengers on our behalf and are later paid to us, depending on the airline, within no more than 60 days following the date of each flight. During 2015, the average collection term of passenger charges was 43 days. If any of our key airline 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.

During 2009, we renegotiated our passenger charges collection agreements with all of our airline customers in Mexico. See “Item 4, Information on the Company Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges – Passenger Charges in Mexico.” According to the new agreements that took effect on November 1, 2009, an airline may obtain a grace period of up to a maximum of 60 days for payment on a case-by-case basis (not all airlines received the same grace period). If an airline wants to obtain a grace period of any amount up to the 60-day limit, the airline is required to secure the grace period and the equivalent of 30 additional days with cash, bonds or other collateral equal to the charges the airline would incur during that period by taking into account the peak operational days for that specific airline during the previous 12-month period. As a result, in the event of insolvency or suspension of operations by an airline, we are able to collect passenger charges invoiced to that airline up to the value of the collateral. Although we would also have a 30-day buffer beyond the grace period, our cash flows from operations or our results of operations could be negatively affected if such collateral were not sufficient to cover the outstanding debt. Consequently, in the event of any suspension of operations by or insolvency of an airline, such as in the case of Grupo Mexicana in 2010, we would not be assured of collecting 100% of the amounts invoiced to that airline for passenger charges, nor could we be assured that we would recover, in the short term, the traffic they would stop transporting, as a consequence of an airline’s ongoing bankruptcy process. Both scenarios could negatively affect our cash flows from operations or our results of operations.

Additionally, in previous years, some of our commercial clients have had difficulty making their payments to our airports. As a result, we have tried to renegotiate terms with many clients to keep them at our airports. Despite our efforts, some clients have decided to leave our commercial spaces and cancel their contracts. This could potentially have a negative effect on our revenues.

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

In the past, certain of the domestic airlines operating at our Mexican airports refused to pay certain increases in the specific prices we charge for aeronautical services. Although these prior disputes were resolved by 2006, because only a few airlines contribute a substantial portion of our revenues, our results of operations could be adversely impacted if any of these (or any of our other) airlines should refuse to make payments in the future. Moreover, during periods of economic downturn, the airlines that operate at our airports may be more likely to oppose increases in our charges for aeronautical services in future years, which could adversely impact our results of operations. See “Item 4, Information on the Company – Business Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers.”

 

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The airlines at our airports may refuse to continue collecting passenger charges on our behalf or we may decide to collect passenger charges ourselves, which would result in increased costs for us.

The airlines operating at our airports collect a passenger charge on our behalf from each departing passenger on an aircraft (except certain exclusions in each of Mexico and Jamaica, described below under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”).

Currently, we have entered into collection agreements with the airlines that operate at our Mexican airports to collect those passenger charges on our behalf. As a result, passenger charges are included in the cost of passengers’ tickets, and we issue invoices for those charges to each airline. We and the airlines with which we have these collection agreements have the right to cancel them with prior notice to the other party. If we or one of our airline customers were to cancel a collection agreement, we would have to implement a collection system of our own to collect passenger charges from passengers directly. The installation and operation of such a collection system would result in additional costs for us, which would negatively impact our results of operations.

MBJA does not have collection agreements with the airlines that operate at the Montego Bay airport for the collection of passenger charges on its behalf. However, the collection of passenger charges by the airlines is implied under the operating agreements signed by each airline operating at the Montego Bay airport, whereby these airlines must pay MBJA for regulated passenger charges.

The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.

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

In addition, we are dependent on third-party providers of certain complementary services such as catering, baggage handling, and operation of airbuses and passenger walkways. If these service providers were to halt operations at any of our airports, we would be required to seek a new service provider or provide services ourselves, either of which would likely result in increased capital expenditures or costs and have an adverse impact on our cash generation and results of operations.

Actions by the former holders of land comprising certain of our Mexican airports may disrupt the operations of these airports.

Some of our airports are partly sited on lands that were expropriated by the Mexican government pursuant to its power of eminent domain. Prior to their expropriation, some of these lands had been held by groups of individuals through a system of communal ownership of rural land known as an ejido. Certain of these former ejidos’ participants have asserted indemnity claims against the Mexican government challenging the expropriation decrees. See “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta Airports.”

 

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Our Mexican concessions guarantee access to the land by the SCT and any interruption caused to our operations by any of the ejidos is the responsibility of the Mexican government. Although the Mexican government must provide restitution for any economic loss resulting from a disruption in access to our airports, there can be no assurance that the former ejido participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction. There also can be no assurance that the legal proceedings will be resolved in our favor, which may negatively impact our results of operations.

In addition to challenging the expropriation, certain of the former ejido participants are also currently occupying portions of Tijuana International Airport property. While these persons are not currently interfering with the airport’s operations, their presence could limit our ability to expand the airport into the areas they occupy. There can also be no assurance that the former ejido participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction, which may negatively impact our results of operations.

The actions of squatters on certain portions of the land on which our Guadalajara airport operates could disrupt operations and security of the airport.

The Mexican government owns the land on which Guadalajara International Airport operates and has granted us the right to use that land for the purpose of operating the airport pursuant to our concession. Currently, there are squatters residing on or claiming rights to a portion of the property, at least one of whom has attempted to subdivide and sell off certain portions of the property. As owner of the property, the Mexican government must initiate any actions directed at removing these persons from the property. More recently, in February and March 2016, members of an ejido blocked the access to the parking facilities at the Guadalajara International Airport, which resulted in commercial revenues losses of approximately Ps.4.1 million. We are reviewing the actions these persons have taken and are cooperating with the Mexican government to ensure that the actions of these squatters and eijidos do not adversely affect the operations of Guadalajara International Airport. However, if the Mexican government is unable to successfully remove these persons from the property, their presence could have an adverse impact on our operations, revenues and security, and could restrict our ability to expand our operations, at the Guadalajara airport.

We may be liable for property tax claims asserted against us by certain Mexican municipalities.

We remain subject to ongoing property tax claims that have been asserted against us by the municipal authorities of Mexicali, Tijuana, Guadalajara and Hermosillo for the payment of property taxes with respect to the property on which we operate our airports in those cities, and similar claims have been and may be asserted by other municipal authorities where we operate our airports. We believe that under the law, the Mexican government, as the owner of the property upon which we operate our airports, would currently be responsible for paying these taxes directly if a court were to determine that these taxes must be paid. See “Item 8, Financial Information – Legal Proceedings – Property tax claims by certain municipalities” for a full discussion of these property tax proceedings.

In addition, on May 28, 2010, the State Legislature of Jalisco sent to the Mexican Congress a legislative initiative in which they requested that Congress consider changing the current Mexican Airport Law so that privately held airports operating on federal land would be subject to municipal taxes. As of the date of this report, this initiative remains under review by Congress.

If the Mexican government changes the current laws or if we do not prevail in the aforementioned proceedings, these tax liabilities could have a material adverse effect on our financial condition and results of operations.

 

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Natural disasters could adversely affect our business.

The Pacific and Central regions of Mexico and the island of Jamaica experience seasonal torrential rains and hurricanes (particularly during the months of July through September), as well as earthquakes. Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. Any of these events could reduce our passenger traffic volume.

For example, on September 14, 2014, Hurricane Odile moved through the Baja California coastal area, damaging our La Paz and Los Cabos airports. The La Paz airport terminal experienced minor damage, while the Los Cabos airport experienced damage to the building, including the detachment of the roof covering in Terminal 1 and the collapse of ceiling panels in Terminal 2. The Los Cabos airport also suffered minimal damage to the runways, taxiways and aprons. The Los Cabos airport remained closed to commercial flights for eighteen days, receiving authorization on October 3, 2014 from the Mexican Directorate General of Civil Aviation to re-open for domestic and international commercial flights. We estimate that the effect on passenger traffic at the Los Cabos airport was a one-time loss of approximately 269.6 thousand passengers in the last quarter of 2014. We gradually repaired the remaining areas of the airport, completing renovations in the last quarter of 2015.

The occurrence of natural disasters in the destinations we serve could adversely affect our business, results of operations, prospects and financial condition. 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 for our Mexican airports. 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 any of our insurance policies.

Risks Related to the Regulation of Our Business

Our business is dependent on international regulations affecting airlines.

Airline regulations promulgated by international bodies or regulatory agencies in other countries could affect our operations and potentially affect our revenues or results of operations. For instance, on July 30, 2010, the U.S. Federal Aviation Administration (“FAA”) announced that, following an assessment of the Mexican Directorate General of Civil Aviation, 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 U.S. 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 Mexican airports and the United States by Mexican airlines, which resulted in a decrease in demand for travel at our Mexican airports. Approximately 25.0% of the passengers that traveled through our Mexican airports traveled on flights to or from the United States operated by Mexican airlines in 2015.

The FAA restored Mexico’s Category 1 rating on December 1, 2010. Jamaica has held an FAA Category 1 rating since a similar downgrade to Category 2 from July 1995 to September 1997. The FAA, however, may downgrade Mexico’s or Jamaica’s air safety rating in the future. We cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.

 

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We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate.

Our aeronautical fees charged to airlines and passengers are regulated, like those of most airports in other countries. In 2013, 2014 and 2015, approximately 69.2%, 70.8% and 66.8%, respectively, of our total revenues were earned from aeronautical services (in 2013, 2014 and 2015, 75.5%, 74.6% and 74.6%, respectively, of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services), which are subject to price regulation under our maximum rates in Mexico and under the maximum regulated charges in Jamaica. These regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse effect on our business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to our operations that affect our profitability are authorized or established by the Mexican government (as in the case of our Master Development Programs or our maximum rates, respectively) or the Jamaican government (as in the case of MBJ’s maximum regulated charges) for five-year terms. Except under limited circumstances, we generally do not have the ability to unilaterally change our obligations (such as the investment obligations under our Master Development Programs and Capital Development Program or the obligation under our Mexican concessions and MBJA’s Jamaican concession to provide a public service) or increase our maximum rates and regulated charges applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated.

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

Many of the laws, regulations and instruments that regulate our business in Mexico were adopted or became effective in 1999, and there is limited precedent that would allow us to predict the impact of these legal requirements on our future operations. In addition, although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our Mexican concessions, the Mexican Airport Law and its regulations or other applicable laws, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. We cannot provide any assurance that we will not encounter difficulties in complying with these laws, regulations and instruments. Although our maximum rates through 2019 have been set, we cannot predict what our Master Development Programs for the next five-year period from 2020 to 2024 will establish. We also cannot provide assurance that other regulatory agencies or the Mexican legislature will not impose regulations adverse to our operations in the future or that the laws and regulations governing our business, including the Master Development Programs, the maximum rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For instance, on January 26, 2015, certain amendments to the Mexican Airport Law were enacted that institute an enforcement mechanism for existing requirements. For a discussion of the regulatory provisions applicable to our business in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

Similarly, there is limited precedent that would allow us to predict the impact of the laws, regulations and instruments that regulate our business in Jamaica and we cannot provide any assurance that MBJA will not encounter difficulties in complying with these laws, regulations and instruments. In addition, although MBJA’s concession agreement and Jamaican law establishes ranges of sanctions that might be imposed should MBJA fail to comply with the terms of the concession, other Jamaican applicable law and its regulations, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. Although the maximum regulated charges have been set for the Montego Bay airport through March 2020, we cannot predict what maximum regulated charges the Jamaican government will establish for the next five-year period from April 2020 to March 2025. We also cannot provide assurance that other regulatory agencies or the Jamaican legislature will not impose regulations

 

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adverse to MBJA’s operations in the future or that the laws and regulations governing our business in Jamaica, including the Jamaican Civil Aviation and Airports Authority acts and the process for setting maximum regulated charges, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on the results of our operations. For a discussion of the regulatory provisions applicable to our business in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Sources of Jamaican Regulation.”

The regulations pursuant to which the maximum rates applicable to our aeronautical revenues in Mexico and to the maximum regulated charges that MBJA may collect in Jamaica are established do not guarantee that we or any of our airports will be profitable.

The regulations applicable to our aeronautical activities establish an annual maximum rate for each Mexican airport, which is the maximum annual amount of revenues per workload unit 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 2019. Our Mexican concessions provide that an airport’s maximum rates will be adjusted periodically for inflation determined by reference to the Mexican Producer Price Index (Índice Nacional de Precios al Productor), or “Mexican PPI,” excluding petroleum. 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 laws and regulations that structure and influence our business, our Mexican concessions provide that such a request will be approved only if the SCT 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 – Regulatory Framework – Mexican Aeronautical Services Regulation – Special Adjustments to Maximum Rates.” Therefore, there can be no assurance that any such request would be made or granted. For a discussion of the framework for establishing our maximum rates in Mexico and the application of these rates, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation.

The Jamaican Airports (Economic Regulation) Act mandates the Jamaica Civil Aviation Authority, or “JCAA,” to regulate five categories of charges: passenger charges, aircraft landing and parking charges, passenger walkway charges and airport security charges. Every five-year period, MBJA is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges as justified by a schedule of five-year estimates for traffic growth and investment commitments (including capital expenditures for capital projects and required improvements at the Montego Bay airport under MBJA’s concession agreement) (a “Capital Development Program”). After its review of the preceding period’s maximum regulated rates and these estimates, the JCAA makes its determination as to the maximum regulated charges for the succeeding five-year period. Under the terms of the Montego Bay airport concession agreement with the Airports Authority of Jamaica, or “AAJ,” upon the JCAA’s approval of the new maximum regulated charges, MBJA has a commitment to fulfill the estimated capital expenditures included in the Capital Development Program. The last review by the JCAA of these maximum regulated charges for the Montego Bay airport was completed in November 2014; changes resulting from that review period took effect in April 2015 and will remain in effect through March 2020. However, this review resulted in the JCAA setting maximum regulated charges for the Montego Bay airport below the proposed increases, and the AAJ has not similarly reduced the estimated capital expenditures included in the Capital Development Program. These maximum rates for regulated charges are adjusted annually for inflation based on the U.S. Bureau of Labor Statistics’ Consumer Price Index (“U.S. CPI”). For a discussion of the framework for establishing MBJA’s maximum regulated charges in Jamaica, see “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.” MBJA has an obligation under the concession agreement to satisfy certain requirements applicable to a Capital Development Program. We cannot provide assurance that AAJ will determine that any such Capital Development Program complies with the applicable requirements under the concession agreement, or that AAJ will not request MBJA to undertake additional capital expenditures.

 

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Under the terms of our concessions, there is no guarantee that our consolidated results of operations or the results of operations of any airport will be profitable.

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

In addition, our maximum rates in Mexico are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements. For both of the five-year terms ending 2014 and 2019, an annual efficiency adjustment factor of 0.7% was established by the SCT. Future annual efficiency adjustments will be determined by the SCT in connection with the setting of each Mexican airport’s maximum rates every five years. For a description of these efficiency adjustments, see “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation – Methodology for Determining Future Maximum Rates.” We cannot provide assurance 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 Mexican airport’s maximum rate.

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 aeronautical services at each Mexican airport to come as close as possible to the authorized maximum rate for that airport in any given year. We expect to continue to pursue this pricing strategy in the future. For example, in 2013, 2014 and 2015, our revenues subject to maximum rate regulation represented 100.0%, 99.9% and 100.0%, respectively, of the amount we were entitled to earn under the maximum rates for all of our Mexican airports. However, 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 revenues we are entitled to earn from services subject to price regulation.

The specific prices we charge for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican PPI, 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 airports during that year.

If we exceed the maximum rate at any Mexican airport at the end of any year, the SCT may assess a fine and may reduce the maximum rate at that airport in the subsequent year. The imposition of sanctions for violations of certain terms of a concession, including for exceeding an airport’s maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times for the same cause. In the event that any one of our Mexican airport concessions is terminated, our other Mexican airport concessions may also be terminated.

In prior years, in order to ensure our compliance with the maximum rate at a particular airport when the possibility of exceeding that maximum rate has arisen, we have taken actions in the latter part of the year, such as reducing our specific prices and offering discounts. We can offer no assurance that, should external factors cause us to risk exceeding our maximum rates close to or at the end of any given year, we will have sufficient time to take the actions described above in order to avoid exceeding our maximum rates prior to year-end.

If we fail to fulfill the requirements of our Master Development Programs during a given five-year period, we could be subject to sanctions from the Mexican government.

Historically, our capital expenditure commitments under our Master Development Programs are determined by reference to the Mexican PPI’s construction price index. Using the index we aim to be as

 

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close as possible to the five-year period capital expenditure commitments at any time. We expect to continue this capital expenditure control strategy in the future. Using this strategy, our capital expenditure during 2013, 2014 and 2015 was 102.8%, 101.1% and 100.9%, respectively, of our capital expenditure commitments under our Master Development Programs. However, there can be no assurance that our capital expenditure control strategy will be sufficiently accurate and that we will not fall below our capital expenditure commitments. If, as a consequence of the annual maximum tariff fulfillment review, the SCT determines that we are not in compliance with the committed investments, the government may assess a fine and may reduce the maximum rate of that airport in the subsequent year. Non-compliance with committed investments could also result in the termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times for the same cause. In the event that any one of our Mexican concessions is terminated, our other concessions may also be terminated.

Although in prior years, in order to ensure compliance with our Master Development Programs, we have taken actions in the latter part of the year, such as increasing the amount or pace of certain construction projects, we can give no assurance that, should external factors cause us to risk failing to meet our investment levels, we will have sufficient time to take actions to comply with our Master Development Programs.

Our results of operations could be adversely affected if the airlines fail to collect sufficient Airport Improvement Fees for MBJA to fund, or if MBJA does not receive approval for the use of these funds for, additional capital investments at the Montego Bay airport.

The Airports (Economic Regulation) Act and related agreements require the airlines operating at the Montego Bay airport to charge an Airport Improvement Fee (“AIF”) from embarking international passengers on behalf of MBJA and to deposit the fees on a monthly basis in a trust account controlled by the Jamaican Ministry of Transport and Works (“MTW”). Subject to the MTW’s approval, MBJA may use these funds for additional capital investments not included in the Capital Development Program, as well as for interest expenses relating to the financing thereof. MBJA is required to commit to such additional capital investments in exchange for the right to use the AIF funds.

The MTW approval of collection of AIF funds at the Montego Bay airport was renewed on February 25, 2015 for the period until April 11, 2030, unless otherwise revoked. However, because the MTW’s prior approval of MBJA’s use of AIF funds for specified capital investments expired on April 11, 2015 and has not yet been renewed, MBJA is not currently authorized to use any further AIF funds collected after April 11, 2015.

If MBJA’s passenger traffic projections are above the levels of passenger traffic realized at the Montego Bay airport, the amount of AIF to be collected may not be sufficient to finance any capital projects approved by the MTW and their financial cost. We can provide no assurance that the Montego Bay airport will achieve the passenger traffic required to recover MBJA’s capital investments committed in exchange for the use of the AIF funds.

See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation.”

If MBJA fails to fulfill the requirements of the Capital Development Program, it could suffer specific negative consequences, including a termination of its concession.

Under its concession agreement, MBJA is required to make capital expenditures in order to meet Capital Development Program requirements. Additionally, MBJA is also responsible for maintaining the tangible concession assets under the concession agreement, which involves capital investment projects and improvements to concession assets. Although in prior years MBJA has complied with all of its committed capital expenditure requirements, if MBJA fails to comply with these terms and conditions of the concession agreement, it could be in default and, if it fails to remedy the breach within the applicable grace period, it could suffer negative consequences, including the termination of its concession.

 

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

Our concessions are our principal assets, and we would be unable to continue operations without them. A Mexican concession may be revoked by the Mexican government for certain prescribed reasons, including failure to comply with our Master Development Programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from our operations, exceeding our maximum rates or failure to comply with any other material term of our Mexican concessions. Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. Our Mexican concessions may also be terminated upon our bankruptcy or insolvency.

We would face similar sanctions for violations of the Mexican Airport Law or the regulations thereunder. Under applicable Mexican law and the terms of our Mexican concessions, our Mexican concessions may also be made subject to additional conditions, including under our renewed Master Development Programs, which we may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions.

The Mexican government may also revoke one or more of our Mexican concessions at any time through reversion, if, in accordance with applicable Mexican law, it determines that it is in the public interest to do so. The Mexican government may also assume the operation of any airport in the event of war, public disturbance or a threat to national security. In addition, in the case of a force majeure event, the Mexican government may require us to implement certain changes in our operations. In the event of a reversion of the public domain assets that are the subject of our Mexican concessions, the Mexican government under Mexican law is required to compensate us for the value of the concessions or added costs based on the results of an audit performed by appraisers. In the case of a mandated change in our operations, the Mexican government is required to compensate us for the cost of that change. Similarly, in the event of an assumption of our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages. There can be no assurance that we would receive compensation equivalent to the value of our investment in, or any additional damages related to, our Mexican concessions and related assets in the event of such action.

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

The Jamaican government may terminate or reacquire MBJA’s concession under various circumstances, some of which are beyond our control.

The Montego Bay airport concession is MBJA’s principal asset, and MBJA would be unable to continue operations at the Montego Bay airport without it. As owner of the concession assets, the AAJ is entitled under certain circumstances, however, to expel MBJA from all or part of the Montego Bay airport site or to take over or carry on the operation and management of the airport or provision of airport services. The AAJ may step into the public domain assets that are the subject of the Montego Bay airport concession for as long as may be required if it determines that MBJA is in breach of the concession agreement, to prevent material disruptions in service at the Montego Bay airport or in cases of national emergencies. Upon such a step-in by the AAJ, the AAJ must account to MBJA for any revenues collected at the Montego Bay airport during the step-in period. Where the AAJ steps into the public domain assets

 

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that are the subject of the Montego Bay airport concession pursuant to any uncured event of default or to prevent material disruptions in service, MBJA is required to bear all costs (except consequential losses) and expenses associated with the AAJ exercise of its step-in rights. There can be no assurance that MBJA would receive compensation equivalent to the value of its investment in, or any additional damages related to, its concessions and related assets in the event of such action.

Following notice and good-faith consultations to avoid such a result, the AAJ may terminate the concession agreement with MBJA upon an event of default on the part of MBJA. Regardless of cause for termination, a termination fee is due to MBJA upon a termination or revocation of the concession. However, the concession agreement expressly limits the AAJ’s liability to such termination fee. In the event that the AAJ terminates the concession with or without cause, there can be no assurance that the loss of the Montego Bay airport concession would not have a material adverse effect on our business and results of operations.

See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”

The Mexican and Jamaican governments could grant new concessions that compete with our airports.

The Mexican and Jamaican governments could grant additional concessions to operate existing government-managed airports, authorize the construction of new airports or allow existing privately held domestic airports to change into international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.

One factor that may significantly increase competition from other airports is the expansion of the permits of existing private airports that are currently not permitted to operate regular commercial routes. Under Mexican law, any privately held airport that has operated with a permit to provide public service for at least five years automatically acquires the right to also operate regularly scheduled commercial flights and to receive a concession to operate as a public service airport. In addition, through an amendment proposed by the SCT and confirmed by the Presidency, an airport operating with a permit to provide public service could become an international airport.

Any competition from other such additional airports could have a material adverse effect on our business and results of operations. Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process. In the event that a competing concession is offered in a public bidding process, we cannot provide assurance that we would participate in such process, or that we would be successful if we were to participate. See “Item 4, Information on the Company – Regulatory Framework – Other Regulation of Mexican Concessions and Concession Assets – Grants of New Mexican Concessions” and “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession – AAJ’s Rights to Step In, Terminate or Grant a New Concession.”

The SCT could require us to monitor certain aircraft movements at our Mexican airports that we do not currently control, which could result in increased costs.

The Mexican Air Traffic Control Authority (Servicios a la Navegación en el Espacio Aéreo Mexicano) currently requires us to manage and control aircraft movements in and out of our arrival and departure gates and remote boarding locations at our Guadalajara and Puerto Vallarta International Airports. At our other Mexican airports, these aircraft movements are monitored by the Mexican Air Traffic Control Authority. Should the Mexican Air Traffic Control Authority require us to control these aircraft movements directly at any or all of our other ten airports in the future, our results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations.

 

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The Mexican civil aviation authority could require us to extend the official operating schedule at our Mexican airports, which could result in decreased revenues.

The Mexican Directorate General of Civil Aviation is responsible for establishing the official operating schedules of our Mexican airports. Outside of our Mexican airports’ official hours of operation, we are permitted to double our airport charges for services that we provide. Currently, our airports at Guadalajara, Puerto Vallarta and Morelia have official operating schedules of 24 hours per day. The Directorate General of Civil Aviation can issue a decree extending the official operating schedule of one or more of our other airports from its current schedule, which would deprive us of the ability to double our airport charges for off-hour services at airports for which such a decree has been issued. For instance, as of January 17, 2014, the Directorate General of Civil Aviation expanded the operating schedule of our Aguascalientes airport from 6:00 a.m. to 8:00 p.m. to 6:00 a.m. to 12:00 a.m. There can be no assurance that upon issuance we will be successful in avoiding the consequences of such a decree.

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 recent years implemented various changes to the laws applicable to Mexican companies, including us. The terms of our Mexican concessions do not exempt us from any changes to Mexican laws. Changes to the Mexican constitution or to any other Mexican laws could have a material adverse impact on our results of operations.

For instance, as a result of certain 2013 amendments to Mexico’s Constitution, on July 6, 2014, a new Federal Economic Competition Law (Ley Federal de Competencia Económica) went into effect, which, among other things, grants broader powers to the federal competition authority, including the ability to regulate essential facilities. If the new competition authority 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 competition authority will apply the new competition law in the same manner and under the same considerations as it would apply to non-regulated service providers. Should the new competition authority determine that all or part of the services we render 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. For a discussion of the new competition law, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation – Federal Economic Competition Commission.” Also see “– We cannot predict how the regulations governing our business will be applied” in this section.

For more detailed information on current sources of regulation governing the operation of airports in Mexico, see “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation.”

Risks Related to Our Controlling Shareholder

AMP controls our management, and AMP’s interests may differ from those of other shareholders. In the past, disputes among AMP’s shareholders have affected us.

AMP holds Series BB shares currently representing 15% of our outstanding capital stock. The Series BB shares have certain special rights that allow AMP to exercise significant control over our management. Through its right to appoint and remove members of our senior management, AMP has the ability to direct the actions of our management in areas such as business strategy, operations, financing, acquisitions and dispositions of assets or business.

 

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Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our top-level executive officers (upon consultation with our Nominations and Compensation Committee), to elect four members of our board of directors and their alternates and to designate three of the members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members), except for the Audit Committee whose members are selected according to Mexican and U.S. independence standards. AMP (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring the approval of our shareholders (including the approval of our financial statements, increases or decreases of our capital stock, the payment of dividends, the amendment of our bylaws and any decision that has the objective to modify or annul its right to appoint our top-level executive officers). These rights are not conditioned on whether or not the technical assistance agreement and the participation agreement remain in force. Pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights. Shareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the shareholders’ meeting of AMP and ultimately at our shareholders’ meetings. Differences in points of view among AMP’s shareholders with respect to our management could affect our results of operations. The interests of AMP may differ from those of our other shareholders, and we can offer no assurance that AMP and the officers appointed by AMP will exercise their rights in ways that favor the interests of our other shareholders.

In 2010 and 2011, disputes among AMP’s shareholders affected our shareholders’ meetings and trading of our shares on the Mexican Stock Exchange and the NYSE, as well as involving us in litigation. Notwithstanding those disputes, on December 1, 2011, we were advised by AMP’s shareholders that they had entered into an agreement to end their dispute and to terminate their legal proceedings. As a result, during 2012, all proceedings among AMP’s shareholders including proceedings brought against us were terminated. Additionally, we were informed that AMP’s shareholders agreed to a comprehensive mechanism for decision-making (primarily by consensus, but with specific mechanisms aimed at avoiding deadlocks that could affect our operations), and that AMP’s shareholders will continue developing our business. They also affirmed their intent to defend the rights granted to them by the Mexican government and further confirmed their respective original ownership percentages in AMP.

Stemming from the dispute among AMP’s shareholders, on April 25, 2011, we received a formal notice from the National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), or “CNBV,” by which it initiated an administrative proceeding against us for alleged violations of Mexican disclosure statutes primarily in connection with the disputes among AMP’s shareholders during 2010. The formal notice was the first stage in an administrative proceeding by the CNBV to impose economic sanctions on us. On June 3, 2011, we exercised our right to appeal the CNBV’s determination and presented evidence to respond to the notification. On April 24, 2013, we were notified by the CNBV about the imposition of administrative penalties. We challenged these penalties via an administrative proceeding filed on June 27, 2013, before the Fiscal Federal and Administrative Justice Court. This lawsuit has not yet been concluded. See “Item 8, Financial Information – Legal Proceedings – Infractions of the Mexican Securities Law alleged by the CNBV.”

On November 19, 2014, Controladora Mexicana de Aeropuertos, S.A. de C.V. (“CMA”) entered into an agreement to purchase 33.33% of the capital stock of AMP from DCA. Although CMA became 66.66% owner of the capital stock of AMP as a result of this transaction, CMA agreed that the minority shareholders’ consent is required with respect to certain significant actions or decisions. See “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”

 

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If any further disputes among AMP’s shareholders were to occur in the future, it is not possible to predict if they would result in deadlock at our shareholders’ meetings or distract our management, or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations. In addition, AMP’s veto, appointment and other rights could adversely impact our operations and constitute an obstacle for us to bring in a new strategic shareholder and/or operator.

If AMP should decide to sell all or a portion of its interest in us, our operations could be adversely affected.

AMP currently exercises a substantial influence over our management, as described above. Our bylaws and certain of the agreements executed in connection with the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since that date, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in any year up to 20% of its remaining 51% interest in our Series BB shares. Presently, therefore, AMP is able to sell nearly all of the shares that it owns. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Should AMP divest its interest in us or cease to hold Series BB shares, our management could change and our operations could be adversely and significantly affected as a result.

Our operations could be adversely affected if the technical assistance agreement is not renewed with AMP.

As described above, AMP exercises a substantial influence over our management through the technical assistance agreement, through which AMP provides our airports with expertise in operating in the aeronautical sector and strategic planning guidance to increase aeronautical and non-aeronautical revenues, in addition to knowledge of the Mexican government and business sectors and assistance with the negotiation of our Master Development Programs. Therefore, if either we or AMP decides not to renew the technical assistance agreement, it would require time and potentially higher costs for us to replace AMP’s strategic expertise through contracts with new external advisors; apart from the possible higher costs, the need to replace AMP could have an impact on our business strategy and ongoing projects, such as the successful negotiation of tariffs, investments and other elements of our Master Development Programs. As a result, our results of operations could be negatively affected. For more detailed information on the technical assistance agreement with AMP, see “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”

Failure to comply with certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material and adverse effect on our operations or the value of our securities.

In 1999, as part of the first stage in the process of opening Mexico’s airports to private investment, the Mexican government sold a 15% equity interest in us to AMP pursuant to a public bidding process.

Pursuant to the guidelines published by the Mexican government during the first phase of our privatization and the participation agreement setting forth the rights and obligations of each of the parties involved in our privatization, AMP assumed certain rights and obligations.

Although we believe AMP satisfies all their requirements under the privatization guidelines and the participation agreement, there can be no assurance that allegations or official inquiries relating to AMP’s compliance with its obligations under those requirements will not take place. In the event of future inquiries or an official finding that AMP is or was not in compliance with the requirements of the privatization guidelines or the participation agreement, AMP could be subject to fines and the technical

 

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assistance agreement between us and AMP could be terminated, which could have a material effect on our operations. In addition, there can be no assurance that any such developments would not result in a material decrease in the market value of our shares or ADSs or their liquidity.

Certain actions by Grupo México, S.A.B. de C.V. may affect our management, financial condition or results of operations.

Articles X and XII of our bylaws, among others, limit the ability of Series B shareholders, directly or with related parties, other than AMP, to hold more than 10% of our outstanding capital stock, and any shares held in excess of that amount must be sold in a public offering. In accordance with our bylaws, until the public offering of such shares takes place, such excess shares have no voting power and cannot be represented in any shareholders’ meeting.

On June 13, 2011, Grupo México, S.A.B. de C.V. (“Grupo México”) announced that its board of directors had approved the acquisition, directly or indirectly, of at least 30%, and up to 100%, of our shares outstanding at that time, excluding treasury shares, through a public tender offer. At that time, Grupo México disclosed that it owned 20% of our total outstanding capital stock, all in the form of Series B shares. Grupo México and its subsidiary, Infraestructura y Transportes México, S.A. de C.V. (“ITM”), then commenced legal proceedings, among others, seeking (i) to modify our bylaws to eliminate the foregoing limitations and (ii) to terminate AMP’s special rights that stem from AMP’s ownership of our Series BB shares.

Initially, Grupo México obtained a favorable decision from a civil court in Mexico City. On June 17, 2015, the Mexican Supreme Court issued an amparo ruling upholding the validity of Articles X and XII of our bylaws regarding the limitations on ownership of our capital stock. On February 17, 2016, the Superior Court of Mexico City declared that Grupo México and ITM were in violation of the Company’s bylaws due to the fact that together they held more than 10% of our outstanding capital stock, and ordered Grupo México and ITM to sell any Series “B” shares held in excess of that limit. Consequently, the challenge initiated by Grupo México and ITM against these articles has been definitively concluded, with the ruling confirming the validity and effectiveness of these articles in support of the position we maintained and defended. See “Item 8, Financial Information – Legal Proceedings – Litigation related to Grupo México, S.A.B. de C.V. and suits seeking to void certain of our bylaws.

In its most recent filing on Schedule 13D with the SEC on March 3, 2016, Grupo México disclosed that it owned 16.0% of the total outstanding shares. Although these decisions are definitive and not appealable, it is possible that Grupo México will seek to challenge our management on other matters or through other legal means, which may present further disruptions for our management and the Company. It is not possible to predict the extent to which these disputes with Grupo México will distract our management, the effects that future developments in this dispute might have on the price of our stock, its liquidity or our market value or the effects that these conflicts could have on our business or results of operations.

Mexican stock brokers may not continue adhering to the injunction from trading in our capital stock when such trading would result in a violation of our bylaws, and we cannot we predict whether we would be successful in enforcing our bylaws upon Mexican stock brokers.

In accordance with a decision of a Mexican court that instructed us and our directors and officers to take all necessary legal measures to maintain and protect our bylaws, on February 15, 2012 we initiated a lawsuit against all Mexican stock market brokers seeking that Mexican stock market brokers strictly adhere to our bylaws by restricting the sale of our shares to Grupo México and its subsidiaries if, in violation of our bylaws, they hold, individually or in the aggregate, more than 10% of our total

 

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outstanding capital stock. On February 29, 2012, we were informed that a court issued preliminary injunctions that required Mexican stock brokers to, among other things, refrain from trading our shares for an individual, group or group of related entities, where such a trade could result in any way in the acquisition of an ownership position that exceeds the 10% maximum allowed by Article X of our bylaws. We cannot predict the consequences from this proceeding or the future actions of the Mexican stock brokers, including any limitations on our access to financing. It is also not possible to predict what effects future developments in this dispute might have on the price of our stock, its liquidity or our market value and the effects that this conflict could have on our business or results of operations.

Risks Related to Mexico

Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations.

All of our operations conducted in Mexico are dependent upon the performance of the Mexican economy. As a result, our business, financial condition or results of operations may be affected by the general condition of the Mexican economy, over which we have no control. In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates. We cannot assure 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 approximately 1.6% and inflation increased by 2.5%. According to the Mexican National Institute for Statistics and Geography (Instituto Nacional de Estadística y Geografía), or “INEGI,” GDP fell by an additional 6.5% and inflation increased by an additional 3.6% in 2009. The Mexican economy has since rebounded, and gross domestic product increased 1.1% in 2013, 4.1% in 2014 and 2.5 % in 2015, in each case compared with the previous year.

While interest rates in Mexico have remained at historical lows, Mexico has had, and in the future may have, high real and nominal interest rates. The annualized interest rates for Mexican Treasury Bills (Cetes) issued for the 28-day period averaged approximately 3.7%, 3.0% and 3.0% for 2013, 2014 and 2015, respectively. As of April 8, 2016, the Interbank Equilibrium Interest Rate (Tasa de Interés Interbancaria de Equilibrio), or “TIIE,” issued for the 28-day period was 4.1%. To the extent that we incur peso-denominated debt in the future, it could be at high interest rates.

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.

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

Any future significant appreciation or depreciation of the peso could impact our aggregate passenger traffic volume, which could have a material adverse effect on our results of operations. Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume that more than offset an increase in international passenger traffic volume. Another substantial decrease in value could occur, and it could (notwithstanding other factors) lead to a decrease in domestic passenger traffic that may not be offset by any increase in international passenger traffic. In 2013, the peso depreciated 1.0% against the U.S. dollar. In 2014, the peso depreciated 12.9% against the U.S. dollar. In 2015, the peso depreciated 16.7% against

 

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the U.S. dollar. Any future significant depreciation of the peso could impact our aggregate passenger traffic volume by increasing the cost of travel for domestic passengers, while any future significant appreciation of the peso could impact our aggregate passenger volume by increasing the cost of travel for international passengers.

In 2014, all of our indebtedness was denominated in pesos. Due to the acquisition of 100% of the shares of DCA in 2015, we incurred indebtedness in U.S. dollars. A devaluation of the peso would increase the debt service cost of such U.S. dollar-denominated indebtedness and result in foreign exchange losses. In 2015, approximately 99% of MBJA’s operating revenues and 60% of its operating expenses and capital expenditures were denominated in U.S. dollars, with the remaining 40% of operating expenses and capital expenditures denominated in Jamaican dollars, which are pegged to the U.S. dollar. All of MBJA’s indebtedness was also denominated in U.S. dollars in 2015. Accordingly, fluctuations in the exchange rate between the Mexican peso and the U.S. dollar may also affect our performance through the consolidation of MBJA’s financial and operating results.

In addition, fluctuations in the exchange rate between the peso and the U.S. dollar, particularly depreciations, may adversely affect the U.S. dollar equivalent of the peso price of the Series B shares on the Mexican Stock Exchange. As a result, such peso depreciations will likely affect the market price of the ADSs. Exchange rate fluctuations would also affect the ADS depositary’s ability to convert into U.S. dollars, and make timely payment of, any peso cash dividends and other distributions paid in respect of the Series B shares.

The value and prices of securities issued by Mexican companies may be adversely affected by developments in other countries.

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. For instance, the credit freeze and global recession that began in 2007 and continued into 2009 had a significant impact in Mexico. Mexico’s stock market fell 48% during that period. Similarly, the European debt crisis that began in Greece and then spread to other countries such as Italy and Spain as well as European financial institutions, affected financial markets around the world and in Mexico.

In addition, economic conditions in Mexico are strongly correlated with economic conditions in the United States as a result of 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 provide assurance 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.

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

The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Mexican governmental actions concerning the economy could have a significant impact on Mexican private sector entities in general, as well as on market conditions and prices and returns on Mexican securities, including our securities.

Enrique Peña Nieto, a member of the Institutional Revolutionary Party (“PRI”), began a six-year term as President of Mexico on December 1, 2012, after being elected to office on July 1, 2012. As with any governmental change, this change to the country’s administration may lead to significant changes in laws, public policies or regulations, may affect the political and economic environment in Mexico, and

 

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

We can provide no assurance that changes in the policies of Mexico’s federal government will not have an adverse effect on our business, financial conditions and results of operations. Consequently, we can provide no assurance that Mexican political or social developments, over which we have no control, will not adversely affect our financial conditions, results of operations, our ability to make dividend payments to our shareholders or the market price of our securities.

Federal tax legislation in Mexico may have an adverse effect on our financial condition and results of our operations.

The Mexican government has in recent years implemented various changes to the tax laws applicable to Mexican companies. The terms of our Mexican concessions do not exempt us from generally applicable Mexican tax laws. Changes to tax laws and regulations in Mexico could significantly increase our tax expense, which could have a material adverse impact on our results of operations.

On January 1, 2014, new tax laws came into force following tax reform in Mexico. Among other changes, these changes in law maintained the income tax rate on corporations of 30%; imposed withholding tax in respect of dividends paid to Mexican and foreign shareholders; eliminated deductions previously allowed in respect of payments between related parties or certain foreign corporations; limited the tax deductions for certain benefits paid to employees; and increased the value-added tax in certain areas of Mexico.

We have analyzed the scope and implications of the tax reform 2014 on us. In part based on our analysis, we filed an amparo in February 2014 to protect certain rights that we believe were violated by the implementation of these changes in tax law. Nonetheless, we cannot predict the impact that the changes in law will have, if fully implemented and applied to us, on our business, financial condition and results of operations, as a result of higher payroll taxes and higher costs due to additional compliance measures. In addition, we cannot predict the indirect impact that this legislation could have on our customers and shareholders; as one possible effect, our shareholders may be required to pay more taxes than they would have paid prior to the implementation of these tax reforms. The amparo remains pending.

Our business could be adversely affected if penalties are imposed on us or any of our Mexican airports by the Mexican tax authority.

The Mexican tax authority (Servicio de Administración Tributaria), or “SAT,” has the right to review any of our subsidiaries’ tax calculations for the previous five fiscal years. If the tax authority determines that our subsidiaries’ taxes have been underpaid in any of these years, it may require payment of the difference, and any applicable additional penalties. Such fees and penalties may have a material adverse effect on our business.

Our business could be adversely affected by other claims by certain Mexican municipalities.

Certain of our Mexican airports are subject to claims by the municipalities in which they operate regarding our failure to obtain certain municipal licenses. Although we do not believe that we are subject to the license requirements at issue, if the municipalities require additional licenses or make changes to the current laws and we are unable to obtain the necessary licenses or if we do not prevail in proceedings challenging these requirements, our failure to obtain these licenses could have a material adverse effect on the operations of certain of our airports and consequently on our financial condition and results of operations.

 

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High incidences of crime in Mexico and violence related to drug trafficking could adversely affect our business.

Travel alerts issued by the U.S. Bureau of Consular Affairs, the most recent as of January 19, 2016, informed of the risks of traveling in Mexico due to (i) threats to safety and security posed by transnational criminal organizations in the country and (ii) increased violence in many towns and cities across Mexico. These travel alerts emphasize the extent of criminal activity in the states of Chihuahua, Coahuila, Guerrero, Michoacan, Sinaloa, Sonora and Tamaulipas. According to the U.S. Department of State, while millions of U.S. citizens safely visit Mexico each year, some are victims of violence.

Higher incidences of crime throughout Mexico and drug trafficking-related violence could have an adverse effect on our business as it may decrease the international passenger traffic directed to Mexico or the domestic passenger travel using our airports in affected states.

Increased environmental regulation and enforcement in Mexico may affect us.

The level of environmental regulation in Mexico is increasing and the enforcement of environmental laws has become more common. There can be no assurance 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 condition.

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

Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States. For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the new Securities Market Law, it may be difficult for minority shareholders to bring an action against directors for breach of this duty and achieve the same results as in most jurisdictions in the United States. In addition, the procedures for class action lawsuits were incorporated into Mexican law and became effective in March 2012; however, certain rules and procedures could be different than the ones in the United States. Therefore, in some cases it may be more difficult for minority shareholders to enforce their rights against us, our directors, or our controlling shareholders than it would be for minority shareholders of a U.S. company.

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

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. Our financial statements are prepared in accordance with IFRS, which differs from U.S. 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, if such financial statements had been prepared in accordance with U.S. GAAP.

 

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Risks Related to Our Business Acquisition

We may fail to realize the benefits anticipated from our new Jamaican airport business.

Our Spanish subsidiary, DCA, holds a 74.5% stake in MBJA, the Jamaican entity that holds the concession for the Montego Bay airport. While MBJA is a similarly positioned airport concessionaire, we may be unable to fully implement our business plans and strategies for the integration of DCA’s business into ours. The business growth opportunities, revenue benefits, cost savings and other benefits we anticipated to result from our acquisition of DCA may not be achieved as expected, or may be delayed. To the extent that we incur higher integration costs or achieve lower revenue benefits or fewer cost savings than expected, or if we are required to recognize impairments of acquired assets, investments or goodwill, our results of operations and financial condition may be adversely affected.

The increase in our leverage as a result of our acquisition of DCA could significantly affect our results of operations and financial condition.

In order to conclude the acquisition of DCA in April 2015, we incurred significant amounts of debt as compared with our previous debt levels, which could adversely affect our capital structure and reduce available cash flow. Our outstanding consolidated indebtedness to banks, financial institutions and others was Ps.6.55 billion as of December 31, 2015. This indebtedness may constrain our ability to raise incremental financing or increase the cost at which we could raise and maintain any such financing or impair our ability to take advantage of significant business opportunities that may arise. We cannot assure you that our business will generate cash in an amount sufficient to enable us to service our debt or to fund our other liquidity needs, which may adversely affect our overall performance. We may need to refinance all or a portion of our debt on or before maturity, and we cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms.

Covenants in our newly incurred indebtedness may limit our discretion with respect to certain business matters.

The instruments governing our indebtedness or the indebtedness of our operating entities may contain restrictive covenants limiting our discretion with respect to certain business matters. These covenants could place significant restrictions on, among other things, our ability to incur additional liabilities, acquire new equity investments, create liens or other encumbrances or make certain other payments, investments, loans and guarantees. These covenants could also require us to meet certain financial ratios and financial condition tests. A failure to comply with any such covenants could result in a default which, if not cured or waived, could permit acceleration of the relevant indebtedness.

Risks Related to Jamaica

Adverse economic conditions in Jamaica may adversely affect our financial condition or results of operations.

Despite 99% of the passenger traffic through the Montego Bay airport consisting of international passengers, the general condition and performance of the Jamaican economy, over which we have no control, may affect our business, financial condition or results of operations. Jamaica is a small, emerging market country, which has struggled with low growth and high public debt. Due to its size, indebtedness, reliance on exports to a small number of principal markets, such as the United States and Canada, and the concentration of its economic activity in its three principal industries of sugar production, bauxite mining and tourism, the Jamaican economy is highly susceptible to external shocks. Jamaica is also affected by social and security problems, including, among others, trafficking in drugs and high rates of violent crime, underemployment and youth unemployment.

 

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In 2013, the Jamaican government began a comprehensive economic reform program, for which it obtained a multilateral financial support package of approximately U.S.$2 billion over four years, including a U.S.$932 million credit facility from the International Monetary Fund and U.S.$510 million credit facilities from the World Bank Group and the Inter-American Development Bank. The program aims to stabilize the economy by reducing debt and improving the balance of payments position. This reform program has begun to restore confidence in the Jamaican economy: Jamaica jumped 27 places to 58th among 189 economies worldwide in the World Bank Group’s 2015 Doing Business ranking.

If Jamaican inflation or interest rates increase significantly or if the Jamaican economy is otherwise adversely impacted, our business, financial condition or results of operations could be adversely affected.

Political conditions in Jamaica could materially and adversely affect Jamaican economic policy or business conditions and, in turn, our operations in Jamaica.

National elections to determine which party forms the Jamaican government for the next five years were held in February 2016, which resulted in the Jamaica Labour Party (“JLP”) holding a majority of the seats in both houses of Parliament. The previous ruling party, the People’s National Party (“PNP”) advocated for the continued implementation of public policies and private partnerships to encourage infrastructure development in the tourism sector, including the expansion of the Montego Bay airport in partnership with the owner of its concession. The change in ruling political parties in Jamaica may lead to significant modifications of the economic and regulatory policies pursued by the previous administration. Any subsequent changes in legislation could have a negative impact on our business, financial condition, performance of operations and cash flows.

Our business in Jamaica is subject to substantial governmental regulation.

The Montego Bay airport concession is regulated principally by the AAJ, an agency of the Jamaican government, under the Airports Authority Act of 1974. In April 2003, the AAJ divested operational responsibility for the Montego Bay airport to MBJA under a concession agreement pursuant to which MBJA is responsible for the management of the day-to-day operations of the Montego Bay airport in keeping with specific performance criteria and prescribed international standards. The AAJ retains ownership of the non-movable assets of the airport. MBJA pays a concession tax to the Jamaican government and at the end of the contract will transfer the Montego Bay airport’s infrastructure and any moveable assets acquired during the period of the concession to the AAJ. Regular performance reviews and other contract administration oversight functions are conducted by the AAJ, as specified under the concession agreement. There can be no assurance that governmental 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 condition. See “Item 4, Information on the Company – Regulatory Framework.”

High incidences of crime in Jamaica and violence related to drug trafficking could adversely affect our business.

The U.S. Department of State’s Jamaica 2015 Crime and Safety Report states that organized crime and other criminal elements are prevalent and extremely active in Jamaica, and advises U.S. citizens to avoid travelling into certain areas of Montego Bay. Jamaica is a transit point for South American cocaine en route to the United States, Canada and Europe, and is also the largest Caribbean producer and exporter of marijuana. Higher incidences of crime and drug trafficking-related violence in Jamaica could have an adverse effect on our business as it may decrease the international passenger traffic directed to Jamaica.

 

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Item 4. Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

We hold concessions to operate, maintain and develop twelve international airports in the Pacific and Central regions of Mexico and one international airport in Jamaica. As operator of the airports under our concessions, 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.

Grupo Aeroportuario del Pacífico, S.A.B. de C.V., a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico, was incorporated in 1998 as part of the Mexican government’s initiative to open Mexico’s airports to private investment. The corporation’s period of duration is set at 100 years.

Each of our Mexican concessions has a term of 50 years beginning on November 1, 1998. The term of each of our Mexican concessions may be extended by the SCT under certain circumstances for up to 50 additional years. Our Spanish subsidiary, DCA, holds a 74.5% stake in MBJA, the entity that holds the concession to operate, maintain and utilize the Montego Bay International Airport in Jamaica for a period of 30 years beginning on April 12, 2003.

The address of our registered office is as set forth on the cover of this annual report on Form 20-F. Our telephone number is +52 (33) 3880-1100. Our U.S. agent is Puglisi & Associates. Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Opening of Mexican Airports to Private Investment

In February 1998, the Mexican government issued the Investment Guidelines for the Opening of Investment in the Mexican Airport System. Under these guidelines, the SCT identified 35 of Mexico’s 58 principal airports as being suitable for investment. These 35 airports were divided into four airport groups: Grupo Aeroportuario del Pacífico, or the Pacific Airport Group (currently consisting of our twelve Mexican airports); Grupo Aeroportuario del Sureste, or the Southeast Airport Group (currently consisting of nine airports), Grupo Aeroportuario de la Ciudad de México, D.F., or the Mexico City Airport Group (currently consisting of one airport) and Grupo Aeroportuario del Centro-Norte, or the Central-North Airport Group (currently consisting of thirteen airports).

The guidelines generally provided for the airport groups to become open to private investment through a two-stage program. In the first stage, a series of public auctions were conducted to award a minority interest in each airport group to a strategic shareholder. In the second stage, all or a portion of the remaining interest in each airport group was sold through public offerings in the Mexican and international capital markets. Except for the Mexico City Airport Group, all of the other airport groups have completed both stages of the program.

As a result of the opening of Mexico’s airports to private investment, we and our subsidiaries are no longer subject to the Mexican regulations applicable to government wholly-owned companies. We believe that this provides us greater flexibility to develop and implement our business strategy and to respond to potential business opportunities.

 

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Investment by AMP

In 1999, through a public auction held as part of the first stage of the private investment program, the Mexican government sold a 15% equity interest in us to AMP.

The following are AMP’s current shareholders:

 

    Controladora Mexicana (“CMA”) owns 66.66% of AMP. Controladora Mexicana is a private company 50%-owned by Pal Aeropuertos, S.A. de C.V. and 50%-owned by Promotora Aeronáutica del Pacífico, S.A. de C.V. Pal Aeropuertos, S.A. de C.V. is a Mexican special purpose vehicle owned by Eduardo Sánchez Navarro Redo and Promotora Aeronáutica del Pacífico, S.A. de C.V. is a Mexican special purpose vehicle owned by Laura Díez Barroso Azcárraga and her spouse, Carlos Laviada Ocejo. Mr. Sánchez, Mrs. Díez Barroso and Mr. Laviada are Mexican investors with substantial business interests in a variety of industries, including real estate. Pursuant to the privatization guidelines published by the Mexican government during the first phase of our privatization, which require our strategic shareholder to have, among other characteristics, an “operating” partner and a “Mexican” partner (each a “key partner”), Controladora Mexicana is one of AMP’s two key partners, acting as its designated “Mexican” partner.

 

    Aena Desarrollo Internacional, S.A. (“Aena Internacional”) owns 33.33% of AMP. Aena Internacional is a wholly-owned subsidiary of Aena, S.A. (“Aena”), parent company of the Spanish economic group Grupo AENA. Aena is a Spanish state-owned company with 51% of its shares currently held by E.P.E. Enaire, a Spanish government corporation, and the remaining 49% currently traded on the Spanish stock exchange. Aena operates 46 airports and two heliports in Spain and is one of the largest airport operators in the world. Pursuant to the privatization guidelines described above, Aena Internacional is one of AMP’s two key partners, acting as its designated “operating” partner. In addition to its investment in AMP, Aena Internacional also owns 51.0% of London Luton Airport Holding III Limited, a British airport company that owns the airport company concessionaire of the London Luton Airport in the United Kingdom, as well as relevant stakes in two other airport concession companies in Latin America.

AMP paid the Mexican government a total of Ps.2.45 billion (nominal pesos, excluding interest) (U.S.$261 million based on the exchange rates in effect on the date of AMP’s bid) in exchange for:

 

    all of our Series BB shares, representing 15% of our outstanding capital stock;

 

    an option to subscribe for up to 5% of newly issued Series B shares (since expired without being exercised); and

 

    the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including AMP), a fifteen-year technical assistance agreement setting forth AMP’s right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders’ agreement under terms established during the bidding process. These agreements are described in greater detail in Item 7.

The Technical Assistance Agreement with AMP

Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee. The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by AMP or its shareholders during the term of the agreement. AMP provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the Master Development Programs that we are required to submit to the SCT and the improvement of our airport operations. Our management believes that if we were not to receive the technical assistance provided via our agreement with AMP, this could adversely and significantly affect our results of operations.

 

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Upon expiration, the agreement automatically renews for successive five-year terms unless one party provides notice of termination at least 60 days prior to a scheduled expiration date. Under our bylaws, a decision by us to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B shareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). A party may also terminate the technical assistance agreement prior to its expiration date upon non-compliance with its terms by the other party. The technical assistance agreement with AMP was automatically renewed on August 25, 2014 for five additional years.

In 2015, the technical assistance fee amounted to Ps.234.9 million. Since January 1, 2002, the technical assistance fee has been equal to the greater of U.S.$4.0 million, adjusted annually for U.S. inflation since August 25, 2000 (measured by the U.S. CPI), or 5% of our annual consolidated income from operations from our Mexican airports (calculated prior to deducting the technical assistance fee, income taxes and depreciation and amortization, in each case determined in accordance with MFRS). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings. AMP is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

The technical assistance agreement allows AMP, its shareholders and their affiliates to render additional services to us only if our Acquisitions Committee determines that these related parties 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 herein. Our bylaws, the participation agreement and the technical assistance agreement also contain certain other provisions designed to avoid conflicts of interest between AMP and us.

AMP’s Rights and Obligations under Our Bylaws

Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our top-level executive officers (upon consultation with our Nominations and Compensation Committee), to elect four members of our board of directors and their alternates and to designate three of the members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members). According to Mexican and U.S. independence standards, the members of our Audit Committee must be independent. Pursuant to our bylaws, AMP (as holder of our Series BB shares) also has the right to veto certain actions requiring approval by our shareholders (including the payment of dividends, the amendment of our bylaws and any decision that has the objective of modifying or annulling its right to appoint our top-level executive officers). In addition, shareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the AMP shareholders’ meetings and ultimately at our shareholders’ meetings.

Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Our bylaws and certain of the agreements executed in connection with the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since that date, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. Since August 25, 2009, AMP has been permitted to sell in any year up to 20% of its remaining 51% interest in our Series BB shares. Also pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, its Series BB shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights.

 

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AMP Shares in Bancomext Trust

As required under the participation agreement entered into in connection with the Mexican government’s sale of our Series BB shares to AMP, AMP has transferred its Series BB shares to a trust, the trustee of which is Banco Nacional de Comercio Exterior, S.N.C. (“Bancomext”). For a description of this trust, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Shareholders’ Agreement.”

Pursuant to the terms of the trust, AMP may direct the trustee to vote only shares representing up to 10% of our capital stock. Any shares in excess of 10% 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 above.

Global Offering and Establishment of ADR Facility with New York Stock Exchange Listing

In 1999, 85% of our capital stock was transferred from the Mexican government to a trust established in Nacional Financiera, S.N.C., Institución de Banca de Desarrollo (“NAFIN”), a Mexican government-owned development banking institution. In February 2006, we conducted an initial public offering to allow NAFIN to dispose of its 85% interest in us. Through this offering, all of our outstanding Series B shares were sold to the public in Mexico, the U.S. and elsewhere, and NAFIN ceased to be a shareholder. The net proceeds from the sale of shares were remitted entirely to the Mexican government. We received no proceeds from this offering. At the same time, we established an American Depositary Receipt facility with The Bank of New York Mellon (formerly The Bank of New York) and obtained approval to list our ADSs on the New York Stock Exchange. In addition, we registered our Series B shares with the National Securities Registry (Registro Nacional de Valores) and listed our Series B shares on the Mexican Stock Exchange.

Master Development Programs

Under the terms of our Mexican concessions, each of our Mexican subsidiary concession holders is required to present a Master Development Program for approval by the SCT every five years. Each Master Development Program includes investment commitments for the regulated part of our Mexican airports business (including capital expenditures and improvements) for the succeeding five-year period. Once approved by the SCT, these commitments become binding obligations under the terms of our Mexican concessions.

On December 19, 2014, the SCT approved our Master Development Programs for each of our Mexican airports for the 2015 to 2019 period. This five-year program took effect on January 1, 2015 and will be in effect through December 31, 2019.

The table below sets forth our historical capital expenditures for our Mexican airports. Capital expenditures are calculated on a cash flow basis, meaning that capital expenditures are equal to those investments actually paid for by each airport during a given year and not including investments allocated for by the airport during that year but not paid for during the given year. The investments shown in the table below therefore reflect our expenditures actually paid for by our Mexican airports for the years indicated. In order to be compared with our committed investments for a given year, the investments made in the previous year but paid for in the given year need to be subtracted while the investments allocated but not paid for in the given year need to be added. For 2013, 2014 and 2015, our investments

 

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allocated but unpaid totaled Ps.135.4 million, Ps.86.4 million and Ps.221.2 million, respectively. The substantial majority of these investments were made under the terms of our Master Development Programs.

Historical Capital Expenditures by Mexican Airport

 

     Year ended December 31,  
     2013      2014      2015  
     (thousands of pesos)  

Guadalajara

   Ps. 299,678       Ps. 248,496       Ps. 209,230   

Tijuana

     65,353         106,189         186,566   

Los Cabos

     81,399         111,345         158,105   

Puerto Vallarta

     41,153         38,679         108,518   

Hermosillo

     5,625         20,648         74,606   

Guanajuato

     24,607         11,448         58,406   

La Paz

     47,088         46,945         32,788   

Mexicali

     11,978         8,909         43,220   

Aguascalientes

     12,509         8,504         59,692   

Morelia

     11,873         1,726         134,979   

Los Mochis

     33,327         3,852         31,622   

Manzanillo

     44,584         6,508         28,689   

Other

     7,096         7,017         1,961   
  

 

 

    

 

 

    

 

 

 

Total

   Ps. 686,270       Ps. 620,266       Ps. 1,128,382   
  

 

 

    

 

 

    

 

 

 

The following table sets forth our historical capital expenditures by type of investment across all of our Mexican airports for the years indicated:

Historical Capital Expenditures by Type for our Mexican Airports

 

     Year ended December 31,  
     2013      2014      2015  
     (thousands of pesos)  

Terminals

   Ps. 302,113       Ps. 285,016       Ps. 476,369   

Runways and aprons

     261,064         256,537         232,924   

Machinery and equipment

     99,765         62,387         411,153   

Other

     23,328         16,326         7,936   
  

 

 

    

 

 

    

 

 

 

Total

   Ps. 686,270       Ps. 620,266       Ps. 1,128,382   
  

 

 

    

 

 

    

 

 

 

During 2013, 2014 and 2015, 17.3%, 17.2% and 0.2%, respectively, of our capital expenditures were funded by cash flows from operations, while the remaining balance was funded bank loans and long-term debt securities issued on the Mexican capital markets (Certificados Bursátiles de Largo Plazo). We expect to continue funding the most significant portion of our capital expenditures in the future with new debt issuances on the Mexican capital markets; however, our ability to incur debt may be restricted by our existing bank loans. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”

Our capital expenditures from 2013, 2014 and 2015 were allocated to the following types of investments at the majority of our Mexican airports:

 

    Terminals. During 2015, we began terminal expansion construction in our Guadalajara airport and building improvement projects in our Los Cabos and Tijuana airports. These construction projects are expected to conclude by 2018. During 2014, we completed an expansion of the international departures area in our Guadalajara airport, including new boarding gates and expanded immigration areas, and the construction of the cross-border bridge in our Tijuana airport. During 2013, we completed an expansion of the landing areas of our Morelia, Guanajuato and La Paz airports, and expanded the departure areas of our Los Cabos airport.

 

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    Runways and aprons. During 2015, we completed the runway renovation in our Morelia airport and improved the runways and aprons in our Los Cabos and Tijuana airports. During 2014, we completed an expansion of the aircraft parking platforms in our Guadalajara, Hermosillo and Los Cabos airports, including 20 new aircraft parking positions at Guadalajara International Airport. During 2013, we completed a renovation of the runways at our Los Mochis and Manzanillo airports.

 

    Machinery and equipment. During 2015, we invested in machinery and equipment, such as 17 fire extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment, ambulances, passenger walkways, air conditioning equipment, equipment for inspecting checked baggage and public information systems. During 2013 and 2014, we paid Ps.15.9 million and Ps.8.2 million, respectively, for upgrades to baggage screening equipment using funds placed in a trust for this purpose in 2009. For more information on equipment screening, see “Item 4, Information on the Company – Business Overview – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions.”

 

    Other. We installed sewage treatment plants and treated-water usage systems at several of our airports, improved our drainage systems, and installed underground electric wiring systems at several of our airports.

The following table sets forth our estimated committed investments for each airport for 2015 through 2019 under our Master Development Programs. These amounts are based on investment commitments approved by the SCT. Because the amounts expressed are in constant pesos as of December 31, 2012, the figures for investment periods not yet elapsed are adjusted to take into consideration increases in the Mexican PPI’s construction price index since the date of the Ministry’s approval of the Master Development Program then in effect. We are required to comply with the investment obligations under these programs on a year-to-year basis.

Estimated Committed Investments by Mexican Airport (2015-2019)

 

     Year ended December 31,  
     2015      2016      2017      2018      2019  
     (thousands of constant pesos as of December 31, 2012)(1)  

Guadalajara

   Ps. 230,477       Ps. 645,884       Ps. 315,342       Ps. 136,365       Ps. 30,892   

Tijuana

     404,850         319,645         231,635         147,700         17,215   

Los Cabos

     183,833         186,421         235,653         252,845         176,369   

Puerto Vallarta

     104,725         162,204         69,700         13,477         10,456   

Hermosillo

     88,508         187,245         102,870         4,730         2,770   

Guanajuato

     65,333         101,453         60,484         40,160         2,270   

La Paz

     43,670         35,319         30,048         62,002         14,914   

Mexicali

     40,747         49,012         66,300         30,410         900   

Aguascalientes

     64,770         79,512         8,503         19,603         18,376   

Morelia

     124,974         41,557         11,899         18,355         19,450   

Los Mochis

     31,085         20,556         12,741         17,760         3,780   

Manzanillo

     29,261         13,761         12,509         15,930         9,400   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps. 1,412,233       Ps. 1,842,569       Ps. 1,157,684       Ps. 759,337       Ps. 306,792   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Figures expressed in thousands of constant pesos as of December 31, 2012. These amounts are based on investment commitments approved by the SCT. Because the amounts are expressed in constant pesos as of December 31, 2012, the figures for investment periods not yet elapsed are adjusted to take into consideration increases in the Mexican PPI’s construction price index since the date of the Ministry’s approval of the Master Development Program then in effect.

 

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The following table sets forth our estimated committed investments for 2015 through 2019 by type of investment:

Estimated Committed Investments by Type (2015-2019)

 

     Year ended December 31,  
     2015      2016      2017      2018      2019  
     (thousands of constant pesos as of December 31, 2012)(1)  

Terminals

   Ps. 437,486       Ps. 631,606       Ps. 435,521       Ps. 293,360       Ps. 163,466   

Runways and aprons

     347,402         804,888         473,423         362,699         91,492   

Machinery and equipment

     490,060         161,425         71,854         50,777         28,060   

Other

     137,284         244,650         176,886         52,501         23,774   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps. 1,412,233       Ps. 1,842,569       Ps. 1,157,684       Ps. 759,337       Ps. 306,792   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Figures expressed in thousands of constant pesos as of December 31, 2012. These amounts are based on investment commitments approved by the SCT. Because the amounts are expressed in constant pesos as of December 31, 2012, the figures for investment periods not yet elapsed are adjusted to take into consideration increases in the Mexican PPI’s construction price index since the date of the Ministry’s approval of the Master Development Program then in effect.

Differences between estimated committed investments and historical capital expenditures sometimes exist due primarily to: (i) the difference between capital expenditures made but unpaid during the prior year and investments made but unpaid during the current year; (ii) adjustments for inflation; and (iii) investments deferred into the first three months following the corresponding fiscal year, among other factors.

We expect to fund the most significant portion of our capital investments through issuances of long-term debt securities on the Mexican capital markets. On February 20, 2015, we made our debut issuance of long-term debt securities on the Mexican market for a total of Ps.2.6 billion. The proceeds from the issuance were used to repay in full our outstanding bank debt in the amount of Ps.1.7 billion and to finance capital investments set forth in the Master Development Program for 2015. On January 29, 2016, we conducted the first reopening of the long-term debt securities, issuing a total principal amount of Ps.1.1 billion, which was allocated to financing capital investments set forth in the Master Development Program for 2016. We expect the remainder of our Master Development Program for the 2015-2019 period will also be financed primarily through cash from our operations and through the debt market in Mexico, subject to market conditions.

We allocated a majority of our investments for the 2010–2014 period to expanding and remodeling our four largest airports: the Guadalajara, Puerto Vallarta, Tijuana and Los Cabos international airports. For the 2015-2019 period, the allocation will be mainly to six airports: Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Hermosillo and Guanajuato, representing 82.3% of the total amounts allocated under our Master Development Program.

Acquisition of DCA

On April 20, 2015, we completed a transaction with Abertis for the acquisition of 100% of the shares of DCA. The acquisition was the result of a private and confidential bidding process among various participants, leading to an agreement with Abertis for the transfer of DCA to us for a total of U.S.$192.0 million, 95% of which was financed through short-term bank loans. See Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”

DCA has a 74.5% stake in MBJA, the entity that operates the Montego Bay airport, and a 14.77% stake in SCL, which was the operator of the international airport terminal in Santiago de Chile until September 30, 2015. Vantage Airport Group Limited (“Vantage”), a Canadian joint venture between Citi Infrastructure Investors and the airport authority that operates Vancouver International Airport, owns the

 

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remaining 25.5% stake in MBJA. MBJA holds the concession to operate, maintain and utilize Montego Bay International Airport for a period of 30 years beginning April 12, 2003. The Montego Bay airport is Jamaica’s main airport, located in the city of Montego Bay, in the center of the tourist corridor between Negril and Ocho Rios. See “Item 5, Operating and Financial Review and Prospects – Overview – Recent Developments – Acquisition of DCA.”

On April 3, 2003, MBJA entered into a concession agreement with the AAJ pursuant to which the AAJ granted MBJA the right and obligation to rehabilitate, develop, operate and maintain Montego Bay International Airport for 30 years from April 12, 2003. MBJA, as the approved airport operator, is thereby permitted to undertake the functions of the AAJ with respect to the Montego Bay airport and required to provide the airport services set out therein at the Montego Bay airport. The concession agreement is governed by Jamaican law and MBJA cannot assign its rights or obligations under the agreement except with the prior written consent of the AAJ. Under the terms of the concession agreement, MBJA also has certain other obligations to make capital investments. See “Item 4, Information on the Company – Regulatory Framework – The Montego Bay Airport Concession.”

MBJA made capital investments of U.S.$0.7 million in 2015. These capital investments have been earmarked for the expansion of terminals, aprons and equipment at the Montego Bay airport. Estimated committed investments in the current Capital Development Program from April 2015 through March 2020 are U.S.$38.0 million. These investment commitments are expected to be funded by cash flows from operations, however, MBJA may seek financing, subject to AAJ approval, if favorable terms are available. See “Item 5, Operating and Financial Review and Prospects – Overview – Liquidity and Capital Resources – Capital Expenditures – Capital Expenditures in Jamaica.”

BUSINESS OVERVIEW

Our Operations

We hold concessions to operate twelve international airports in Mexico and one international airport in Jamaica.

Mexican Operations

Our twelve Mexican airports serve two major metropolitan areas (Guadalajara and Tijuana), several tourist destinations (Puerto Vallarta, Los Cabos, La Paz and Manzanillo), and a number of mid-sized cities (Hermosillo, Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis). Our Mexican airports are located in nine of the 32 Mexican states, covering a territory of approximately 566,000 square kilometers, with a population of approximately 28.2 million according to the 2010 national census data from INEGI. All of our Mexican airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and maintain customs, refueling and immigration services managed by the Mexican government.

Our Mexican airports handled approximately 23.2 million, 24.7 million and 27.6 million terminal passengers in 2013, 2014 and 2015, respectively, which we believe places us among the largest private airport operators in the Americas. As of December 31, 2015, five of our airports ranked among the top ten busiest airports in Mexico based on commercial aviation passenger traffic, according to data published by the SCT. According to the SCT’s figures, our commercial aviation passenger traffic accounted for approximately 24.7%, 24.3% and 23.9% of all arriving and departing commercial aviation passengers in Mexico in 2013, 2014 and 2015, respectively. In 2015, we recorded total revenues of Ps.7.11 billion, of which Ps.6.37 billion corresponds to the sum of aeronautical and non-aeronautical revenues and Ps.838.6 million corresponds to the improvements to concession assets, and we recorded net income of Ps.2.4 billion.

 

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Our Mexican airports serve several major international routes, including Guadalajara-Los Angeles, which, in 2015, ranked as the second busiest international route in Mexico by total number of passengers according to the Mexican Directorate General of Civil Aviation. In addition, our airports serve major resort destinations such as Puerto Vallarta and Los Cabos, which are among the most popular destinations in Mexico visited by tourists from the United States. Our airports also serve major domestic routes, including Guadalajara-Mexico City, which was the country’s third busiest route in 2015, according to the Mexican Directorate General of Civil Aviation. Other top domestic routes in terms of total passenger traffic include Mexico City-Tijuana and Guadalajara-Tijuana, which ranked fourth and sixth, respectively, among the busiest domestic routes in Mexico in 2015, according to the Mexican Directorate General of Civil Aviation.

Mexico and the United States are party to a bilateral aviation agreement that was last amended on December 18, 2015. This amendment, which remains to be ratified by the Mexican Congress, provides for an increase in airlines servicing existing routes between these nations, as well as the addition of new routes and an increase in the frequency of flights on existing routes. The agreement also grants Mexican airlines the ability to further penetrate international markets. We believe that our business has benefited from and will continue to benefit from amendments to the bilateral aviation agreement.

Principal Mexican Airports by Passenger Traffic (2015)

 

Airport

   Commercial Aviation
Passengers(1)
 
     (thousands)  

Mexico City

     38,430.5   

Cancun

     19,596.5   

Guadalajara*

     9,758.5   

Monterrey

     8,461.9   

Tijuana*

     4,853.8   

Los Cabos*

     3,523.0   

Puerto Vallarta*

     3,517.8   

Merida

     1,663.6   

Guanajuato*

     1,472.8   

Culiacan

     1,432.3   

 

Source: SCT and Company data.

* Indicates airports operated by us.
(1) Excluding general aviation passengers.

Guadalajara and Tijuana are among Mexico’s most important manufacturing, industrial and commercial centers. Both cities have significant maquiladora industries. A maquiladora plant is a manufacturing facility to which mostly raw materials are imported and from which finished products are exported, with the manufacturer paying tariffs only on the value added in Mexico. Maquiladora plants were originally concentrated along the Mexico-U.S. border, but more recently have moved further south in order to access lower labor costs and a larger and more diverse labor pool, and to take greater advantage of certain inputs available from Mexican suppliers. In 2015, our Guadalajara and Tijuana airports were Mexico’s third and fifth busiest airports, respectively, in terms of passenger traffic, according to the SCT. In 2013, 2014 and 2015, our Guadalajara and Tijuana airports together represented approximately 53.6%, 53.1% and 53.1% of our Mexican airports’ terminal passenger traffic and 45.5%, 46.7% and 48.3% of our Mexican airports’ total revenues (in 2013, 2014 and 2015, they represented 49.7%, 49.2% and 48.3% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Mexico is one of the main tourist destinations in the world. Mexico has historically ranked in the top fifteen countries worldwide in terms of foreign visitors, with 29.3 million international tourists in 2014, according to the Mexican Ministry of Tourism. The tourism industry is one of the largest generators of foreign exchange in the Mexican economy. Within Mexico, the region bordering the Pacific Ocean

 

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(where several of 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. Four of our Mexican airports, the Los Cabos, Puerto Vallarta, La Paz and Manzanillo airports, serve popular Mexican tourist destinations. Of these tourist destinations, Los Cabos and Puerto Vallarta are the most popular, with Los Cabos constituting Mexico’s second most popular international tourist destination and Puerto Vallarta the third, in terms of visitors in 2015, according to the Mexican National Institute of Migration (Instituto Nacional de Migración). Los Cabos and Puerto Vallarta attracted approximately 3.7 million and 3.6 million terminal passengers, respectively, in 2015. In 2013, 2014 and 2015, our Los Cabos and Puerto Vallarta airports together represented 26.1%, 25.9% and 26.2% of our Mexican airports’ terminal passengers and 30.0%, 30.2% and 31.3% of our Mexican airports’ total revenues (32.7%, 31.9% and 33.0% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). In addition, these two airports have general aviation and Fixed Base Operations (“FBO”) terminals, where specialized, full service operations are offered to general aviation aircraft, including refueling, cleaning and catering.

The remaining six Mexican airports in our group serve mid-sized cities—Hermosillo, Leon, Morelia, Aguascalientes, Mexicali and Los Mochis—with diverse economic activities. These cities are industrial centers (Hermosillo, Leon, Aguascalientes and Mexicali) and/or serve as the hubs for important agricultural regions (Leon, Morelia and Los Mochis). In 2013, 2014 and 2015, these six airports serving mid-sized cities accounted for approximately 16.8%, 17.4% and 17.5% of our Mexican airports’ terminal passenger traffic and 13.3%, 14.8% and 17.4% of our Mexican airports’ total revenues (14.5%, 15.6% and 15.9% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). Of these six airports, Guanajuato has the greatest passenger traffic volume. In 2013, 2014 and 2015, Guanajuato accounted for approximately 4.3%, 4.9% and 5.4% of our Mexican airports’ terminal passenger traffic and 4.0%, 4.8% and 5.3% of our Mexican airports’ total revenues (4.3%, 5.0% and 5.5% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Jamaican Operations

Montego Bay International Airport is a full-service international passenger airport, with additional FBO and cargo operations driven by agricultural exports from the island, serving as the primary gateway for international air travel to Jamaica, a major international tourist destination and growing tourism market. In 2015, it was the third busiest airport in the Caribbean region (excluding Cuba) in terms of commercial aviation passenger traffic, according to Airports Council International. Located in the town of Montego Bay, which is in the geographical center of the tourist corridor between the coastal resort areas of Negril and Ocho Rios where 90.3% of the island’s hotel capacity is located, according to the Jamaican Tourist Board, the Montego Bay airport facilitates the transit of more than 71% of the tourists arriving on the island. In 2015, 3.7 million passengers travelled through the Montego Bay airport, a 4.4% increase over the previous year, of which 99.7% were international passengers. Of the total passengers in 2015, 67.0% came from the United States, 18.6% came from Canada and 12.3% came from Europe.

In the period from April 1, 2015 (when we began to consolidate MBJA’s financial and operating information) to December 31, 2015, the Montego Bay airport served 2.7 million terminal passengers. During that period, MBJA’s total revenues amounted to Ps.995.7 million, of which Ps.731.6 million were from aeronautical revenues and Ps.264.1 were from non-aeronautical revenues.

Our Sources of Revenues

All revenue amounts in this “Business Overview” section for 2013, 2014 and 2015 include revenues from improvements to concession assets; however, in some cases we include discussion surrounding only aeronautical and non-aeronautical revenues or the sum of both. See the introduction to Item 3, “Selected Financial Data,” for a discussion of the reasons for using aeronautical and non-aeronautical revenues for certain comparisons. We specifically state when either aeronautical or non-aeronautical revenues are being used. Because aeronautical and non-aeronautical revenues are derived from our business operations, we believe these figures may in some cases be more useful to you because those revenues stem from the key drivers of our business: passenger traffic and our maximum rates.

 

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Aeronautical Services

Aeronautical services represent the most significant source of our revenues. In 2013, 2014 and 2015, aeronautical services revenues represented approximately 69.2%, 70.8% and 66.8%, respectively, of our total revenues (in 2013, 2014 and 2015, aeronautical services represented 75.5%, 74.6% and 74.6%, respectively, of the sum of aeronautical and non-aeronautical revenues). Our aeronautical services revenues are principally dependent on the following factors: passenger traffic volume, the number of air traffic movements, the weight of the aircraft, the duration of an aircraft’s stay at the airport and the time of day the aircraft operates at the airport.

In Mexico, all of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports. See “– Regulatory Framework – Mexican Aeronautical Services Regulation.” In Jamaica, MBJA’s revenues from passenger charges, aircraft landing and parking charges, airport security charges and passenger walkway charges are regulated by the JCAA, revenues from car parking charges are set by the MTW and revenues from leasing of space to airlines, complementary services, cargo handling and ground transportation are unregulated. See “– Regulatory Framework – Jamaican Aeronautical Services Regulation.

Passenger Charges

Passenger Charges in Mexico

In Mexico, we collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transit and transfer passengers, if the transfer of the passenger occurs within 24 hours of the passenger’s arrival at the airport). We do not collect passenger charges from arriving passengers. Passenger charges are included in the cost of a passenger’s ticket, and MBJA issues invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

Before the opening of Mexico’s airports to private investment, all airports in Mexico had entered into agreements with national and foreign airlines under which the airlines were obligated to collect all passenger charges on behalf of the airports in exchange for being given a period of time in which to reimburse those passenger charges to the airports. The length of the reimbursement period was tied to the interest rate on short-term Mexican treasury bills (Cetes), in order to allow airlines to accumulate interest that would compensate them for the costs they incurred in collecting those passenger charges.

During 2009, we renegotiated our passenger charges collection agreements with all of our airline customers. Under the new agreements, airlines requesting payment period extensions are obligated to: (i) reimburse passenger charges collected on behalf of our airports during a period no greater than 60 days after the “operational average date” (no later than the invoice date) for such charges; and (ii) provide cash, bonds, standby letters of credit or other similar instruments as a guarantee for passenger charges in an amount equal to the highest passenger charges received by the airline on an airport-by-airport basis for the previous year during a period of time equal to the requested payment period plus 30 additional days. Each airline with a payment grace period is obligated to maintain the guarantee at an agreed-upon level, and if it does not do so, it must reimburse the passenger charges on the day the applicable flight departs from our airports without any grace period. If the airline pays our airports on time, the airport is obligated to give the airline an allowance of 3% of the value of each invoice billed no later than seven days after the payment date. The airline can then apply this allowance to cover airport services, leases for ticket counters and back-office and passenger charges. During 2013, 2014 and 2015, under the new agreements, we received payments within an average period of 56, 60 and 43 days, respectively.

 

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Passenger charges vary at each of our Mexican airports and depending on whether the destination is national or international. International passenger charges are currently U.S. dollar-denominated, but are invoiced and collected in pesos based on the average exchange rate during the month prior to the flight. Domestic passenger charges are peso-denominated. Because passenger charges for international flights are denominated in U.S. dollars, the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.

At our Mexican airports in 2013, 2014 and 2015, passenger charges represented approximately 85.0% (domestic passenger charges represented 47.2% and international passenger charges represented 37.8%), 85.9% (domestic passenger charges represented 46.4% and international passenger charges represented 39.4%) and 86.7% (domestic passenger charges represented 44.3% and international passenger charges represented 42.4%), respectively, of our aeronautical services revenues and approximately 58.8% (domestic passenger charges represented 32.6% and international passenger charges represented 26.2%), 60.8% (domestic passenger charges represented 32.9% and international passenger charges represented 27.9%) and 57.2% (domestic passenger charges represented 29.2% and international passenger charges represented 28.0%), respectively, of our total revenues. In 2013, 2014 and 2015, passenger charges represented 64.2% (domestic passenger charges represented 35.6% and international passenger charges represented 28.6%), 64.1% (domestic passenger charges represented 34.6% and international passenger charges represented 29.4%) and 64.8% (domestic passenger charges represented 33.1% and international passenger charges represented 31.7%), respectively, of the sum of aeronautical and non-aeronautical revenues.

Between November 2015 and January 2016, we published new rates for passenger charges and other specific tariffs, which did not change materially compared to 2014.

Passenger Charges in Jamaica

MBJA collects a passenger charge for each departing passenger on an aircraft (other than infants and transit and transfer passengers). MBJA does not collect passenger charges from arriving passengers. Passenger charges are included in the cost of a passenger’s ticket, and MBJA issues invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight. Passenger charges are invoiced in U.S. dollars for all airlines. There is no formal contract with the airlines for the collection of ticketed fees nor do the airlines charge collection fees. In the period from April 1 to December 31, 2015, passenger charges represented 57.0% of MBJA’s aeronautical revenues and 41.9% of MBJA’s total revenues.

Aircraft Landing Charges

Aircraft Landing Charges in Mexico

In Mexico, we collect landing charges from carriers for their use of our runways, illumination systems on the runways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client. In 2013, 2014 and 2015, aircraft landing charges represented approximately 4.9%, 4.6% and 4.6%, respectively, of our Mexican airports’ aeronautical revenues and 3.4%, 3.2% and 3.0%, respectively, of our Mexican airports’ total revenues (in 2013, 2014 and 2015, aircraft landing charges represented 3.7%, 3.4% and 3.4%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

 

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Aircraft Landing Charges in Jamaica

In Jamaica, MBJA collects landing charges from aircraft operators in respect of landing at the airport. These landing charges are included in the list of charges regulated by the JCAA. Landing charges are paid by each aircraft operator based on each landing aircraft’s maximum takeoff weight and the origin, destination and purpose of the flight. In the period from April 1 to December 31, 2015, aircraft landing charges represented 9.7% of MBJA’s aeronautical revenues and 7.1% of MBJA’s total revenues.

Aircraft Parking Charges

Aircraft Parking Charges in Mexico

In Mexico, we collect various charges from carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges for aircraft that are loading and unloading passengers or cargo as well as for long-term aircraft parking that does not involve the loading or unloading of passengers or cargo. Aircraft parking charges that involve loading and unloading passengers or cargo vary based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and the nationality of the airline or client, while charges for long-term parking vary based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and the nationality of the airline or client. We collect aircraft parking charges the entire time an aircraft is on our aprons. During 2013, 2014 and 2015, these charges represented 4.4%, 4.2% and 3.6%, respectively, of our Mexican airports’ aeronautical revenues and 3.1%, 3.0% and 2.4%, respectively, of our Mexican airports’ total revenues (in 2013, 2014 and 2015, aircraft parking charges represented 3.3%, 3.1% and 2.7%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Aircraft Parking Charges in Jamaica

In Jamaica, MBJA collects parking charges from aircraft operators in respect of any aircraft remaining on the ground at the airport for a period of five hours or more. Parking charges are calculated on the basis of 24-hour intervals so that any ground stops amounting to five hours or more for the first 24-hour interval may be rounded up to one day. Parking charges are based on aircraft maximum takeoff weights and whether the aircraft is used for commercial, visiting non-commercial or domestic activity. In the period from April 1 to December 31, 2015, aircraft parking charges represented 0.1% of MBJA’s aeronautical revenues and 0.1% of MBJA’s total revenues.

Airport Security Charges

Airport Security Charges in Mexico

In Mexico, we also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (other than diplomats, infants and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. We provide airport security services at our airports directly. In 2013, 2014 and 2015, these charges represented approximately 1.4%, 1.3% and 1.3%, respectively, of our Mexican airports’ aeronautical services revenues and approximately 0.9% of our Mexican airports’ total revenues in 2013, and 2014, and 0.8% in 2015). In 2013, 2014 and 2015 security charges represented 1.0%, 1.0% and 0.9% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues.

The Mexican Directorate General of Civil Aviation, Mexico’s civil aviation authority, and the Ministry of Public Security (Secretaría de Seguridad Pública) issue guidelines for airport security in

 

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Mexico. In response to the September 11, 2001 terrorist attacks in the United States, we took additional steps to increase security at our airports. At the request of the U.S. Federal Aviation Authority, the Mexican civil aviation authority issued directives in October 2001 establishing new rules and procedures to be adopted at our airports. Under these directives, these rules and procedures were implemented immediately and for an indefinite period of time.

Additional regulations were issued by the Mexican Directorate General of Civil Aviation in 2011 established rules and procedures for the inspection of carry-on baggage. To fulfill these requirements, we improved our security by providing new training and operating procedures, adding new equipment and security personnel, most of them from third-party providers, in addition to increasing our coordination with other airports and airlines. However, as security is a primary concern in our industry, the possibility of new threats may require frequent updates to the security measures at our airports.

Airport Security Charges in Jamaica

In Jamaica, MBJA collects a security charge from each airline based on the number of its departing terminal passengers (other than infants and transit and transfer passengers) for use of the Montego Bay airport’s x-ray equipment, metal detectors, security personnel services and other related security equipment. These security charges are included in the list of charges regulated by the JCAA. Security charges are billed at a flat rate for all categories of passengers. In the period from April 1 to December 31, 2015, airport security charges represented 7.4% of MBJA’s aeronautical revenues and 5.5% of MBJA’s total revenues.

Passenger Walkway Charges

Passenger Walkway Charges in Mexico

In Mexico, airlines are also assessed charges for the connection of their aircraft to terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via mini-buses and other vehicles. Charges for use of passenger walkways are based on each unit or service rendered, which are limited to a period of 30 minutes each, but charges for the transportation of customers between terminals and aircraft via mini-buses and other vehicles are determined based on the number of trips taken between the terminal and the aircraft.

Passenger walkways are only available at our Guadalajara, Tijuana, Los Cabos, Puerto Vallarta and Guanajuato airports. Beginning in November 2012, we transferred the operation of our passenger walkways and our airbuses, which had previously been provided by us, to an independent third party, which also maintains relationships with the airlines for their use of this equipment. Therefore, as of November 2012, we receive only recovery of cost revenues associated with the energy usage of the walkways and a per-unit fee for the use of the walkways. In 2013, the first full year in which we received this recovery of costs, passenger walkway revenues equaled Ps.2.8 million, or 0.1% of our Mexican airports’ total revenues (0.1% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). During 2014, passenger walkway revenues equaled Ps.2.9 million, or 0.1% of our Mexican airports’ total revenues (0.1% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues). During 2015, passenger walkway revenues equaled Ps.2.7 million, or 0.04% of our Mexican airports’ total revenues (0.04% of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Passenger Walkway Charges in Jamaica

In Jamaica, airlines are also assessed charges for the connection of their aircraft to terminals through a passenger walkway or loading bridge, which are included in the list of charges regulated by the JCAA. Each airline is billed at a flat rate per aircraft connection for the first two hours and at an hourly rate thereafter. In the period from April 1 to December 31, 2015, passenger walkway charges represented 2.5% of MBJA’s aeronautical revenues and 1.8% of MBJA’s total revenues.

 

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Leasing of Space to Airlines

Leasing of Space to Airlines in Mexico

In addition, we receive regulated revenues from leasing space in our Mexican airports to airlines as needed for their operations, such as the leasing of ticket counters, monitors and back offices. In 2013, 2014 and 2015, leasing of space to airlines represented approximately 2.7%, 2.4% and 2.1%, respectively, of our Mexican airports’ aeronautical revenues services, and approximately 1.8%, 1.7% and 1.4%, respectively, of our Mexican airports’ total revenues (in 2013, 2014 and 2015, revenues from leasing of space to airlines represented 2.0%, 1.8% and 1.5%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

Leasing of Space to Airlines in Jamaica

MBJA receives revenues from leasing land and space, such as back offices and ticket offices, storage, vehicle and aircraft maintenance areas and ground handling equipment spaces. Land and space leasing is not considered a regulated activity by the JCAA.

Complementary Services

Complementary Services in Mexico

At each of our Mexican airports, we earn revenues from charging access and other fees to third-party providers of baggage handling services, catering services, aircraft maintenance and repair services and fuel services. These fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of its total revenues. In 2013, 2014 and 2015, revenues from complementary service fees represented approximately 1.6%, 1.5% and 1.7%, respectively, of our Mexican airports’ aeronautical revenues services, and approximately 1.1% of our Mexican airports’ total revenues in each of the three years (in 2013, 2014 and 2015, revenues from complementary service fees represented 1.2%, 1.1% and 1.3%, respectively, of the sum of our Mexican airports’ aeronautical and non-aeronautical revenues).

We currently maintain contracts with 32 companies that provide the majority of these complementary services at our twelve Mexican airports.

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there are no third parties providing such services. For example, Menzies Aviation, S.A. de C.V., Administradora Especializada en Negocios, S.A. de C.V. (a subsidiary of Aeroméxico Group) and AGN Aviation Services, S.A. de C.V. currently provide the majority of the baggage handling services at our Mexican airports. If the third parties currently providing these services ceased to do so, we would be required to provide these services or find other third parties to provide such services.

The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares), or “ASA,” a corporation owned by the federal government, maintains an exclusive contract to sell fuel at all of our Mexican airports, and we charge the agency a nominal access fee. ASA, in turn, is required to purchase all of its fuel from Petróleos Mexicanos (“Pemex”), a decentralized public entity of the Mexican federal government. In the event that the Mexican government privatizes fuel supply activities in the future, the terms of our Mexican concessions provide that it will do so through a competitive bidding process.

 

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Complementary Services in Jamaica

In Jamaica, MBJA earns revenues from charging access and other fees to third-party providers of refueling, inflight catering, ground handling and FBO services. In the period from April 1 to December 31, 2015, revenues from complementary service fees represented 23.3% of MBJA’s aeronautical revenues and 17.1% of MBJA’s total revenues. Refueling services are provided by a consortium of three companies: Total, GB Energy and Jamaica Aircraft Refueling Services. This consortium leases an aviation fuel storage facility from MBJA and each operator pays MBJA a fuel concession fee based on the number of gallons of fuel sold through the airport’s fueling system. In-flight catering is provided by Goddard Catering through an exclusive contract inherited from the AAJ. The three ground handling services companies operating at the Montego Bay airport, AJAS, Jamaica Dispatch and Eulen America, levy charges per aircraft and cargo handled and per ramp vehicle permit. IAM JetCentre is the licensed operator for provision of FBO services at the Montego Bay airport. MBJA is not required by law to provide complementary services, even if a third party is not providing such services at the Montego Bay airport.

Cargo Handling

Cargo Handling in Mexico

In 2015, our twelve Mexican airports handled approximately 178.4 thousand metric tons of cargo. Guadalajara International Airport represents the most significant portion of our cargo volume, accounting for approximately 76.4% of the cargo handled by our twelve Mexican airports in 2015, compared to 78.1% and 77.8% of the cargo handled by our twelve Mexican airports in 2013 and 2014, respectively. Increases in our cargo volume are beneficial to us for purposes of maximum rate calculations, as cargo increases the number of our workload units.

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

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues, but we believe that Mexico has significant potential for growth in the volume of cargo transported by air. A substantial portion of cargo originating in the United States and destined for Latin America is currently handled in the Miami and Los Angeles international airports, and we believe that a portion of this cargo could instead be routed more efficiently through our Guadalajara airport or our Tijuana airport.

Cargo Handling in Jamaica

In the period from April 1 to December 31, 2015, the Montego Bay airport handled approximately 4.8 thousand metric tons of cargo. The majority of cargo to the Montego Bay airport is belly cargo, or cargo carried on passenger aircraft; there are only two dedicated cargo carriers at the Montego Bay airport, both of which use small aircraft. There are no significant revenues from cargo handling at the Montego Bay airport.

Ground Transportation

Permanent Ground Transportation in Mexico

In Mexico, we receive revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on our airports’ premises. Our revenues from providers of ground transportation

 

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services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis and buses, are subject to price regulation. In 2016, we expect to increase these revenues by approximately 5% through improvements in quality of service.

Ground Transportation in Jamaica

In Jamaica, MBJA receives revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on the Montego Bay airport’s premises. Ground transportation operators pay monthly fees for each vehicle operated on the airport’s premises and for any commercial space used in the airport. Ground transportation access fees charged to taxis and buses are not regulated and are set by MBJA; in the period from April 1 to December 31, 2015, such access fees represented 0.6% of MBJA’s total revenues.

Non-Aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services, although the contribution to the sum of our aeronautical and non-aeronautical revenues from non-aeronautical services has increased in recent years from approximately 24.5% in 2013 to approximately 25.4% in 2014 and 2015. We estimate that this contribution will continue to increase because we continue to expand commercial spaces inside and outside our terminals and develop new commercial strategies. The expansion of businesses operated directly by us will continue, including conversion from static to digital signage for advertising and opening of more VIP lounges and convenience stores in our airports. Our revenues from non-aeronautical services are principally derived from commercial activities.

None of our revenues from non-aeronautical services are regulated under the Mexican price regulation system. In Jamaica, all of MBJA’s revenues from non-aeronautical services are unregulated except for revenues from car parking facilities.

Revenues from Commercial Activities

Leading privatized 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, who tend to spend greater amounts at our airports, particularly on duty-free items.

We currently have the following types of commercial activities in each of our airports:

 

    Leasing of space. Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain non-essential activities, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities. Examples of these first class/VIP lounges operated by third parties include the Banamex Salon Beyond in our Guadalajara airport and Aeroméxico’s Club Premier in our Guadalajara and Tijuana airports, in addition to Aeromar’s Club Diamante in our Manzanillo airport.

 

    Retail stores. In recent years, we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo, Guanajuato, Tijuana, Manzanillo, Morelia, La Paz and Montego Bay airports. We will continue developing more specialized retail space in order to attract more customers.

 

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    Food and beverage services. In recent years, we have completed “clean up” projects with respect to our restaurant and bar leases, allowing us to introduce several providers with more brand recognition likely to increase consumer traffic in our commercial areas. Examples of these leases include a new food court in Guadalajara international departures gates, with brands such as Johnny Rockets and California Pizza Kitchen.

 

    Car rentals. We will continue remodeling the areas used by car rental agencies to which we lease space at our airports and have sought to bring in a greater percentage of internationally known name-brand car rental providers.

 

    Timeshare marketing and sales. We receive revenues from timeshare developers to whom we rent space in our Mexican airports for the purpose of marketing and sales of timeshare units.

 

    Duty-free stores. We currently have duty-free stores at four of our twelve Mexican airports, located at Los Cabos, Puerto Vallarta, Guanajuato and Guadalajara and at our Montego Bay airport, where we have a greater number of international passengers. All of the duty-free stores located in our airports are now operated on leases under which rent is structured primarily as a royalty based on tenants’ revenues, subject to minimum fixed amounts related to square footage. During 2015, two of the most important duty-free stores in our Los Cabos and Puerto Vallarta airports were remodeled to better serve passengers. The Montego Bay airport is served by an international operator, Dufry, and by three local operators. Because the duty-free stores are located at the entrance to the airport’s commercial area, our strategy with regards to the duty-free stores is to optimize passengers’ ability to quickly and easily find desired products and complete their purchase with a high level of service that encourages passengers to shop more following their traverse through the duty-free shops.

 

    Communications. We have consolidated all of the telephone and internet service at our Mexican airports with one provider. In Jamaica, two communication companies, Digicel and Flow, provide cellular and fixed line telephone services at our Montego Bay airport. Fixed line telephone services have reached maturity and are now starting to decline due to the increasing prevalence of mobile phones. However, there has been an increase in the demand for space outside our terminals to install cellular antennas in order to improve the level of service offered to our passengers. All of our airports offer wireless internet service.

 

    Financial services. In recent years, we have expanded and modernized the spaces we lease to financial services providers, such as currency exchange bureaus, and have additionally improved our contracts with several of the financial services providers at our airports to reflect a percentage of the revenues recorded by those providers rather than fixed yearly fees.

 

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

We currently operate the following businesses directly:

 

   

Parking facilities. We directly operate the car parking facilities at all of our airports. Our main car parking facilities are at Guadalajara International Airport and Tijuana International Airport, which together represented 70.7% of our total revenues from car parking services in 2015, and represented 26.1% of our non-aeronautical revenues from those airports. Revenues

 

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from parking facilities are directly correlated to passenger traffic at our airports. Currently, in Mexico, parking facilities are not regulated under our maximum rates, although they could become regulated upon a finding by the Mexican Antitrust Commission (Comisión Federal de Competencia) that there are no competing alternatives for such parking at certain airports. In Jamaica, car parking facility fees are set by the MTW, however, MBJA has lobbied and continues to press the Jamaican Government to allow car parking fees to be freely set at commercial rates.

 

    Advertising. Since May 2011, we have been directly operating the advertising at all of our Mexican airports. Increased domestic and international traffic in our Mexican airports makes third-party investment in advertising media more attractive. In 2015, major factors in increased traffic included the development of new tourist resorts near our Puerto Vallarta airport and the opening of General Motors and Mazda assembly plants near our Guanajuato airport. Alongside our development of new commercial areas in our Guadalajara, Puerto Vallarta, La Paz and Aguascalientes airports in 2015, we optimized existing advertising spaces to achieve higher revenue per square meter. Our revenues from advertising have increased 21.5% from 2014 to 2015.

We estimate that this income will continue to increase due to advertisers’ preference for direct rental of advertising space in our airports and due to our new strategic focus on revenue optimization in existing advertising areas. In 2015, we installed new high-tech media advertising spaces in our Guadalajara and Tijuana airports, which brought us new brands and has increased the advertising income on those airports. Our Los Cabos airport is operating close to 100% of its capacity, and tourism is growing; we expect this to be reflected in increased advertising spending at this airport. In December 2015, the cross border bridge opened at our Tijuana airport, where we expect to install new advertising media to attract new brands and increase advertising spending.

In Jamaica, MBJA has recently renewed the contract for the advertising concession at the Montego Bay airport, which will continue to be directly operated by a third-party concessionaire, Clear Channel Airports.

 

    VIP Lounges. We began operating our first VIP Lounge at Los Cabos airport’s Terminal 1 in 2011. By the end of 2015, we operated seven lounges in six Mexican airports: two in our Guadalajara airport (including both domestic and international lounges), and one in each of our Puerto Vallarta, Hermosillo, Tijuana, Los Cabos and Aguascalientes airports. In 2015, over 260 thousand users were hosted in the VIP lounges in our Mexican airports, an increase of 43.1% from 2014. In 2016, we will open five new lounges: two in each of our Puerto Vallarta and Los Cabos airports and one in our Guanajuato airport. In Jamaica, a third party operates the sole common use lounge in the arrivals and departures areas, and there are five lounges operated by hotels in the arrivals area.

 

    Convenience stores. In April 2012, we began our own operation of a convenience store at the Aguascalientes airport, in which we sell magazines, soft drinks, candy and groceries, among other items, directly to our passengers. Subsequently, during the last quarter of 2012, we opened another two stores in Terminal 2 of the Los Cabos airport, one in the departures area and one in the check-in counters area. Due to strong performance at the Aguascalientes airport, we opened a second store in the departures area in October 2013 and during 2014, we added nine new stores in five airports: three in Puerto Vallarta, two in Los Cabos, two in Guanajuato, one in Hermosillo and one in La Paz. In 2015, we expanded our convenience store chain with the addition of five new stores in two airports: four in Guadalajara and one more in Hermosillo.

 

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In 2016, we plan to expand this business line with eight additional stores: two in each of the Mexicali, Morelia and Manzanillo airports and one in each of the La Paz and Los Cabos airports.

Domestic Passengers in Mexico

Domestic passengers represented approximately 65.4% of our Mexican terminal passenger traffic in 2015. In addition, we estimate that a significant minority of our international passengers in Mexico are lower-income Mexicans traveling to or from the United States. Based on surveys and studies conducted during 2012 and 2013 at Guadalajara International Airport to better understand the consumption habits of our passengers, we believe that the spending habits of these Mexican international passengers are more similar to the spending habits of our domestic passengers, who generally purchase fewer products than other international passengers. However, in order to increase the consumer spending of this demographic, we have been increasing the brand recognition of commercial spaces and the products they offer, which, based on the surveys and studies we have conducted, we believe is likely to contribute to increased consumption among our domestic passengers and our Mexican international passengers. Partly as a result of the implementation of these strategies, consumer spending per passenger in our Mexican airports increased by 6.6% during 2015 as compared to 2014.

Recovery of Costs from Checked Baggage Screening at our Mexican Airports

In 2005, the Mexican government issued a policy letter (carta de política) calling for all checked baggage on all commercial flights to undergo a new comprehensive screening process. The new screening process required the installation of dedicated screening equipment and the manual inspection of baggage if such equipment signals the potential presence of prohibited items.

The operation of this screening equipment is the responsibility of our airline customers under the Mexican Airport Law. Because the Mexican Airport Law expressly provides that airlines bear the responsibility for checked baggage screening, if an airline wants us to operate the baggage screening system for them, they must enter into a contract with us that allows us to recover the cost of operating the equipment. However, because of uncertainty over the policy letter’s implementation, the new screening process had been initially delayed. Although, as stated, the Mexican Airport Law expressly provides that airlines bear the responsibility for baggage screening, the fact that the policy letter is silent as to responsibility caused some of our airline customers to contend that the policy letter’s intent is for airport concessionaires, such as us, to bear responsibility for the new screening process. In addition, certain questions have been raised regarding the constitutionality of the new screening process. Since the issuance of the policy letter, the Mexican Directorate General of Civil Aviation has been expected to issue implementing regulations. On November 23, 2012, the Mexican civil aviation authority published a recommendation (circular obligatoria) on the SCT website that, instead of modifying the legal responsibilities set forth in the Mexican Airport Law, attempted to facilitate contracts between parties through certain non-binding recommendations regarding issues of responsibility that had been raised by the policy letter. These non-binding recommendations have no legal effect unless incorporated into a valid contract.

We have operated checked baggage screening equipment in our ten busiest Mexican airports since 2011; only flights departing from the Los Mochis airport continue to rely on manual inspection. At the end of 2015, approximately 96.9% of the passengers travelling through our Mexican airports were using the checked baggage system. During the first quarter of 2016, we integrated the Aguascalientes airport into the baggage screening system, which increased the percentage of baggage inspected with automated systems to 99.3%. As of December 31, 2015, we had agreements to operate baggage screening systems with all airlines operating at our Mexican airports. Under these agreements, we negotiated certain recovery tariffs per year and these airlines agreed to hold harmless and indemnify us against certain types of liability that might arise in connection with the operation of the baggage screening system, in accordance with the provisions of the Mexican Airport Law.

 

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We incur ongoing expenses to maintain and operate this equipment. Currently, the operational costs of the screening system has been limited to the level necessary to provide the required services to airlines, and we expect to continue recovering those costs. We also expect to incur ongoing expenses to maintain any equipment purchased, and we could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment if screening guidelines are expanded further and require that additional steps be taken to comply with the requirements.

Recent Expansion and Development of Commercial Areas

We believe that leading privatized airports typically generate a greater portion of their revenues from commercial activities than we currently do, which approximately ranges from 20% to 30% of total revenues. In 2015, revenues from non-aeronautical services in our airports accounted for 22.8% of our total revenues. Revenues from non-aeronautical services in our airports represent 25.4% of the sum of aeronautical and non-aeronautical revenues of our airports. As this is a primary component of our business strategy, we have focused on increasing our revenues from commercial activities in our airports by:

 

    Redesigning and expanding the space available in our airport terminals allocated to commercial activities

In order to increase our revenues from commercial activities, we have focused on expanding and redesigning the layout of certain terminals in our Mexican airports to allow for the inclusion of more commercial businesses, as well as to redirect the flow of passengers through our airports, increasing their exposure to the commercial areas of our airports. In October 2013, we added 576 square meters of commercial areas to Terminal 2 at our Los Cabos airport. This new commercial space began operations on December 12, 2013. In the last quarter of 2013, we built a passenger walkway through the duty-free store at this airport, leading passengers through the store on their way to the boarding gates. In December 2013, we added 152 square meters of commercial areas to Terminal 1 at our Guadalajara airport. In January 2014, this commercial space in the arrivals zone began operations with a currency exchange service, and in the last quarter of 2014 we added a relocated and remodeled duty-free store. At the end of 2014, we added another 280 square meters of commercial areas to Terminal 1 at our Guadalajara airport’s international boarding gates, where we also built a new food court, more retail stores and increased the square meters of two of the biggest restaurants in this airport in 2015.

In Jamaica, MBJA remodeled the commercial areas at the Montego Bay airport in 2014, adding 1,000 square meters of commercial areas, with the main goal of redesigning and expanding the four duty-free stores representing the most important commercial activity at the airport. Because the duty-free stores are located at the entrance to the airport’s commercial area, our strategy with regards to the duty-free stores in Jamaica is to optimize passengers’ ability to quickly and easily find desired products and complete their purchase with a high level of service that encourages passengers to shop more following their traverse through the duty-free shops.

 

    Renegotiating agreements with terminal tenants to be more consistent with market practices

We have also continued improving our lease arrangements with existing tenants through the usage of royalty-based lease contracts, whereby lease amounts are based on tenants’ revenues, subject to minimum fixed amounts related to the square footage. We estimate that

 

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approximately 97% of current commercial revenues could be arranged as royalty-based contracts based on the nature of our tenants’ operations. Approximately 98.5% of the contracts that could be arranged as royalty-based have already been executed under those conditions.

 

    Recovering the rights to several retail and car parking businesses previously operated at our airports by third parties

Prior to 1999, our predecessor entered into several contracts with third-party operators to develop new spaces and modernize existing spaces at our twelve Mexican airports. Under these leases, the third-party operators managed the airports’ commercial areas and received all revenues from the operations in those areas.

We acquired our Mexican concessions from our predecessor subject to these long-term lease obligations and sought to recover rights leased to the third-party operators. In prior years, by compensating leaseholders for early termination of their leases, we recovered several significant retail leases and all car parking leases in our Mexican airports.

In the last quarter of 2013, the lease agreements of seven convenience stores at the Hermosillo, Puerto Vallarta, Los Cabos and Guanajuato airports expired. Upon the expiration of the leases, we successfully took possession of the spaces from these tenants, after which we have either managed the businesses directly or repurposed the spaces in the context of further terminal expansion.

Following this process, in 2014 the only remaining material commercial activity at our airports subject to a third-party lease under which we received only nominal revenue was the hotel at Guadalajara International Airport. A third party, Coco Club Hoteles y Morandas de México, S.A. de C.V. (“Coco Club”), had been granted the right to operate the hotel at our Guadalajara airport, subject to its satisfaction of certain specific conditions at below-market rents. Because we did not believe that Coco Club satisfied all such conditions, we did not renew the lease and initiated legal proceedings against Coco Club to regain possession of the hotel. After Coco Club’s appeal from a decision ordering the return of the hotel to us, on October 29, 2014, we received a final court order for eviction and took possession of the hotel. On October 29, 2015, we began the demolition of the building. We have contracted with consultants to review possible projects, and plan to build a hotel, offices and commercial areas on this site.

Recognition of Revenues from Improvements to Concession Assets

IFRIC 12 requires, subject to certain conditions, that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the

 

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fair value of consideration received at the time the service is rendered. We recognize revenues and the associated costs of improvements to concession assets that we are obligated to perform as established by the Master Development Programs at our Mexican airports and the Capital Development Program at the Montego Bay airport. Revenues represent the value of the exchange between ourselves and the respective governments with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the Master Development Programs and the Capital Development Program, and in exchange, the governments grant us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We have determined that our obligations per the Master Development Programs and the Capital Development Program should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the Master Development Programs and the Capital Development Program are included in the maximum tariffs and regulated charges that we charge our customers. Therefore we recognize the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by us in the execution of the additions or improvements, considering the investment requirements in the Master Development Programs and the Capital Development Program. Through bidding processes, we contract third parties to carry out such construction. The amount of revenues for these services is equal to the amount of costs incurred, as we do not obtain any profit margin for these construction services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to our passenger traffic, which is the main driver of our revenues.

Marketing Activities

We focus our marketing activities, with respect to aeronautical services, on participation in business conferences organized by public organizations, such as the International Air Transport Association, and private organizations, such as the annual “Routes Americas” and “World Routes” conferences organized by United Business Media. These conferences provide a forum for the exchange of information relating to airlines’ decisions about changes in routes and flights. To lease properties and obtain related non-aeronautical services revenues, we principally rely on advertising through traditional local distribution channels, including newspapers.

Our Mexican Airports

In 2015, our Mexican airports served a total of approximately 27.6 million terminal passengers. In 2015, our two principal airports that serve important metropolitan areas, Guadalajara International Airport and Tijuana International Airport, together represented approximately 53.1% of our Mexican airports’ total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, our main Mexican airports serving popular tourist destinations, together accounted for approximately 26.2% of our Mexican airports’ total terminal passenger traffic in 2015. Guanajuato International Airport, which is our largest airport serving a mid-sized city, accounted for approximately 5.4% of our Mexican airports’ total terminal passenger traffic in 2015.

All of our Mexican airports are designated as international airports under applicable Mexican law, meaning that they are equipped to receive international flights and maintain customs and immigration facilities operated by the Mexican government.

The following table shows the sum of aeronautical and non-aeronautical revenues for each of the Mexican airports for the years indicated:

Sum of Aeronautical and Non-Aeronautical Revenues by Mexican Airport

 

     Year ended December 31,  
     2013      2014      2015  
     (thousands of pesos)  

Guadalajara

     Ps. 1,696,508         Ps. 1,858,510         Ps. 2,138,793   

Los Cabos

     939,553         931,348         1,124,125   

Puerto Vallarta

     626,929         745,601         944,685   

Tijuana

     682,722         733,603         892,647   

Guanajuato

     203,818         262,829         346,416   

Hermosillo

     213,970         228,702         258,954   

La Paz

     109,652         127,858         135,649   

Aguascalientes

     81,421         101,588         125,112   

Morelia

     84,948         104,403         106,275   

Mexicali

     77,832         87,310         105,827   

Los Mochis

     32,181         38,115         51,921   

Manzanillo

     37,574         44,411         42,166   
  

 

 

    

 

 

    

 

 

 

Total

     Ps. 4,787,108         Ps. 5,264,278         Ps. 6,272,567   
  

 

 

    

 

 

    

 

 

 

 

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The following tables set forth the passenger traffic volume for each of our Mexican airports for the years indicated:

Passenger Traffic by Mexican Airport

 

    Year Ended December 31,  
    2013     2014     2015  
    Terminal(1)     Transit(2)     Total     Terminal(1)     Transit(2)     Total     Terminal(1)     Transit(2)     Total  

Total Passengers:

  

               

Guadalajara

    8,148,485        30,195        8,178,680        8,733,467        17,689        8,751,156        9,790,835        23,675        9,814,510   

Tijuana

    4,269,524        54,855        4,324,379        4,387,768        60,004        4,447,772        4,870,506        60,190        4,930,696   

Los Cabos

    3,387,705        656        3,388,361        3,285,140        1,679        3,286,819        3,652,921        1,716        3,654,637   

Puerto Vallarta

    2,671,235        5,160        2,676,395        3,127,390        7,302        3,134,692        3,593,496        5,697        3,599,193   

Guanajuato

    998,140        11,993        1,010,133        1,222,138        19,862        1,242,000        1,492,087        17,249        1,509,336   

Hermosillo

    1,329,859        48,364        1,378,223        1,326,242        52,996        1,379,238        1,349,297        28,619        1,377,916   

La Paz

    600,383        1,152        601,535        672,942        1,733        674,675        682,382        1,643        684,025   

Aguascalientes

    456,686        304        456,990        540,473        1,299        541,772        633,068        904        633,972   

Mexicali

    496,052        4,867        500,919        507,174        2,827        510,001        595,627        3,915        599,542   

Morelia

    425,213        2,931        428,144        476,053        5,266        481,319        478,481        4,725        483,206   

Los Mochis

    196,805        15,412        212,217        228,597        11,838        240,435        290,861        4,029        294,890   

Manzanillo

    193,297        3,051        196,348        211,311        990        212,301        194,414        423        194,837   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    23,173,384        178,940        23,352,324        24,718,695        183,485        24,902,180        27,623,975        152,785        27,776,760   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Year Ended December 31,  
    2013     2014     2015  
    Domestic     International     Total     Domestic     International     Total     Domestic     International     Total  

Terminal Departing Passengers:

  

             

Guadalajara

    2,745,922        1,367,518        4,113,440        2,908,379        1,512,311        4,420,690        3,232,254        1,683,901        4,916,155   

Tijuana

    2,049,999        18,412        2,068,411        2,087,835        23,166        2,111,001        2,358,140        33,409        2,391,549   

Los Cabos

    449,707        1,249,665        1,699,372        438,200        1,212,754        1,650,954        497,565        1,329,587        1,827,152   

Puerto Vallarta

    413,815        928,459        1,342,274        449,021        1,120,695        1,569,716        544,671        1,256,795        1,801,466   

Guanajuato

    291,360        206,531        497,891        354,767        257,218        611,985        447,568        296,561        744,129   

Hermosillo

    607,639        46,543        654,182        610,319        46,731        657,050        625,539        44,665        670,204   

La Paz

    295,464        10,611        306,075        331,441        10,376        341,817        338,041        8,106        346,147   

Aguascalientes

    154,968        75,058        230,026        191,271        80,294        271,565        225,229        92,987        318,216   

Mexicali

    236,012        2,382        238,394        242,354        2,387        244,741        286,169        3,641        289,810   

Morelia

    114,516        99,553        214,069        120,016        121,001        241,017        107,961        130,080        238,041   

Los Mochis

    94,612        4,498        99,110        110,898        4,831        115,729        141,941        4,394        146,335   

Manzanillo

    55,240        40,945        96,185        60,012        45,382        105,394        47,344        50,295        97,639   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    7,509,254        4,050,175        11,559,429        7,904,513        4,437,146        12,341,659        8,852,422        4,934,421        13,786,843   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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    Year Ended December 31,  
    2013     2014     2015  
    Domestic     International     Total     Domestic     International     Total     Domestic     International     Total  

Terminal Arriving Passengers:

  

             

Guadalajara

    2,796,408        1,238,637        4,035,045        2,942,335        1,370,442        4,312,777        3,304,312        1,570,368        4,874,680   

Tijuana

    2,196,202        4,911        2,201,113        2,270,248        6,519        2,276,767        2,464,872        14,085        2,478,957   

Los Cabos

    462,187        1,226,146        1,688,333        444,644        1,189,542        1,634,186        522,782        1,302,987        1,825,769   

Puerto Vallarta

    446,531        882,430        1,328,961        488,171        1,069,503        1,557,674        579,481        1,212,549        1,792,030   

Guanajuato

    327,430        172,819        500,249        386,453        223,700        610,153        488,873        259,085        747,958   

Hermosillo

    642,132        33,545        675,677        639,203        29,989        669,192        652,659        26,434        679,093   

La Paz

    288,960        5,348        294,308        328,625        2,500        331,125        334,517        1,718        336,235   

Aguascalientes

    165,846        60,814        226,660        208,399        60,509        268,908        246,572        68,280        314,852   

Mexicali

    256,729        929        257,658        261,664        769        262,433        304,994        823        305,817   

Morelia

    119,197        91,947        211,144        127,360        107,676        235,036        121,191        119,249        240,440   

Los Mochis

    97,218        477        97,695        112,384        484        112,868        143,931        595        144,526   

Manzanillo

    62,204        34,908        97,112        66,793        39,124        105,917        54,634        42,141        96,775   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    7,861,044        3,752,911        11,613,955        8,276,279        4,100,757        12,377,036        9,218,818        4,618,314        13,837,132   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes arriving and departing passengers as well as transfer passengers (passengers who arrive on one aircraft and depart on a different aircraft).
(2) Terminal passengers who arrive at our airports but generally depart without changing aircraft.

The following table sets forth the air traffic movement capacity of each of our Mexican airports as of December 31, 2015:

Capacity by Mexican Airport (2015)

 

Airport

   Peak air traffic
movements per
hour(1)
     Runway capacity(2)  

Guadalajara

     41         39   

Tijuana

     17         36   

Los Cabos

     26         42   

Puerto Vallarta

     34         37   

Hermosillo

     18         30   

Guanajuato

     12         11   

La Paz

     9         15   

Mexicali

     7         14   

Aguascalientes

     8         12   

Morelia

     9         14   

Los Mochis

     8         16   

Manzanillo

     6         16   

 

(1) Includes commercial and general aviation operations (demand).
(2) Air traffic movements per hour (capacity).

 

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

Air Traffic Movements by Mexican Airport(1)

 

     For the year ended December 31,  
     2013      2014      2015  

Guadalajara

     132,338         140,034         145,118   

Tijuana

     48,335         48,238         52,913   

Los Cabos

     38,261         36,315         39,090   

Puerto Vallarta

     39,811         44,412         47,096   

Guanajuato

     25,658         28,209         32,800   

Hermosillo

     46,654         44,635         41,641   

La Paz

     16,736         16,811         16,159   

Aguascalientes

     14,703         15,427         15,139   

Mexicali

     9,804         10,192         10,453   

Morelia

     12,773         14,453         14,578   

Los Mochis

     11,849         10,962         10,859   

Manzanillo

     7,042         7,031         6,468   
  

 

 

    

 

 

    

 

 

 

Total

     403,964         416,719         432,314   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes departures and arrivals.

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

Average Passengers per Air Traffic Movement by Mexican Airport (1)

 

     Year ended December 31,  
     2013      2014      2015  

Guadalajara

     61.80         62.49         67.47   

Tijuana

     89.47         92.20         92.05   

Los Cabos

     88.56         90.51         93.45   

Puerto Vallarta

     67.23         70.58         76.30   

Guanajuato

     39.37         44.03         45.49   

Hermosillo

     29.54         30.90         32.40   

La Paz

     35.94         40.13         42.23   

Aguascalientes

     31.08         35.12         41.82   

Mexicali

     51.09         50.04         56.98   

Morelia

     33.52         33.30         32.82   

Los Mochis

     17.91         21.93         26.79   

Manzanillo

     27.88         30.19         30.06   
  

 

 

    

 

 

    

 

 

 

Average

     57.81         59.76         63.90   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes number of total passengers within the total number of air traffic movements.

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

Air Traffic Movements in Mexican Airports by Aviation Category (1)

 

     Year ended December 31,  
     2013      2014      2015  

Commercial aviation

     295,154         303,819         317,877   

Charter aviation

     16,896         15,777         16,331   

General aviation and other

     91,914         97,123         98,106   
  

 

 

    

 

 

    

 

 

 

Total

     403,964         416,719         432,314   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes departures and landings for all twelve Mexican airports.

 

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Guadalajara International Airport

Guadalajara International Airport is our most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues.

In 2015, Guadalajara International Airport was the third busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 9.8 million terminal passengers, accounting for approximately 35.4% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 66.8% of the terminal passengers served were domestic passengers and 33.2% were international passengers. Of the airport’s international passengers, we estimate that a significant portion is Mexicans living in the United States visiting Guadalajara. This airport also serves many business travelers traveling to and from Guadalajara. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

Guadalajara International Airport is located approximately 20 kilometers from the city of Guadalajara, which has a population (including its suburbs) of approximately 5 million inhabitants. Guadalajara is Mexico’s second largest city in terms of population and is the capital of the state of Jalisco, the country’s second largest state in terms of population. As a major hub for the Mexican national highway system, the city of Guadalajara is an important center for both ground and air transportation. Other major cities in the state of Jalisco include Puerto Vallarta and Lagos de Moreno. Jalisco is an important agricultural producer, making Guadalajara an important center for agricultural commerce. The state is an important contributor to Mexico’s maquiladora industry, most notably in the electronic, computer equipment and clothing industries. The maquiladora industry in Jalisco grew significantly in the 1990’s as maquiladoras moved away from the U.S.-Mexico border seeking lower labor costs and a more diverse labor pool.

A total of thirteen airlines operate at the airport, the principal ones being Volaris, Aeroméxico Group and Interjet. The main non-Mexican airlines operating at the airport are United, American, Alaska and Delta. Airlines operating at the airport reach 52 destinations. Of these destinations, Mexico City, Tijuana and Los Angeles are the most popular.

Guadalajara International Airport operates 24 hours daily. The airport has two operating runways, one with a length of 4,000 meters and a full parallel taxiway and the other with a length of 1,800 meters, with a threshold displacement of 300 meters at the runway, which permits a landing distance of 1,500 meters. The runway capacity at this airport is 39 air traffic movements per hour. The airport also has an Instrument Landing System (“ILS”) that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 64,500 square meters, as well as parking facilities consisting of an additional 46,000 square meters. The general aviation building has an additional 1,825 square meters. The commercial terminal has 29 gates and 40 remote boarding positions. Of the 29 gates, ten serve international flights and 19 serve domestic flights. Of the international gates, four have air bridges, and of the domestic gates, six have air bridges.

In 2015, approximately 136.4 thousand metric tons of cargo was transported through the airport.

As part of our business strategy, during 2013 we continued changing the profile and category of service of almost all of the stores at the airport to increase brand recognition. We completed this process during the second quarter of 2014. In October 2014, we gained possession of the onsite hotel from the previous operator, a third-party lessee from whom we had received no revenues. We are currently planning new business projects for this site. For more information, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Non-Aeronautical Services – Recent Expansion and Development of Commercial Areas – Recovering the rights to several retail and car parking businesses previously operated at our airports by third parties.”

We directly operate two VIP lounges in the Guadalajara airport: we operate one lounge in the international departures area and, during the third quarter of 2014, we opened a second lounge in the domestic departures area. In 2015, we also expanded our convenience store chain with the addition of four new stores in this airport.

 

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We have continued to take significant steps to modernize and expand Guadalajara International Airport in order to improve its operations and image. These steps have included the improvement of the airport’s runways and platforms, an increase in the number of remote boarding positions, the installation of an improved computer system for resources allocation, and expansion of the main commercial terminal, including the installation and/or modernization of air bridges, the baggage claim area, ticket counters, restrooms, hallways and gate areas. In 2014, we completed an addition of 20 new remote parking positions for aircraft. In addition, the international arrivals area is also being expanded, and two new aircraft parking gates will be added to this area. This expansion includes the enlargement of the customs and immigration facilities, as well as the departures lounge and commercial areas.

Tijuana International Airport

Tijuana International Airport is our second most important Mexican airport in terms of passenger traffic and air traffic movements, and fourth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Tijuana International Airport was the fifth busiest airport in Mexico in terms of commercial aviation traffic, according to the SCT. In 2015, it served a total of 4.9 million terminal passengers, accounting for approximately 17.6% of our Mexican airports’ terminal passenger traffic. Approximately 99% of the terminal passengers served were domestic passengers. Since Tijuana is located near the Mexico-U.S. border and is therefore a popular entry point to the United States, a majority of the airport’s passengers consists of Mexican migrant workers traveling to Tijuana in order to seek work in the United States. Accordingly, the airport’s passenger traffic and results of operations are affected by Mexican and U.S. economic conditions.

Tijuana International Airport serves the city of Tijuana and surrounding areas in the State of Baja California, including the municipalities of Ensenada, Tecate and Rosarito. With a population of approximately 1.7 million, Tijuana is the largest city in the state. Currently, the state of Baja California is the second largest maquiladora center in Mexico, according to INEGI data on workforce by industry. A highway connecting the city of Tijuana to the airport also extends directly to the U.S.-Mexico border crossing, providing convenient access to San Diego, California (which is located approximately 30 kilometers from Tijuana International Airport) and other areas of southern California, particularly Los Angeles.

A total of six airlines operate at the airport; the principal ones are Volaris and Aeroméxico Group. Airlines operating at this airport provide service to 31 destinations. Of these destinations, Mexico City, Guadalajara, and Guanajuato are the most popular. In addition, Aeroméxico Group flies three times weekly from Tijuana to Shanghai.

Tijuana International Airport currently operates seventeen hours daily between the hours of 7:00 a.m. and 12:00 a.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway with a length of 2,960 meters and a full parallel taxiway. The runway capacity at this airport is 36 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. It has nineteen gates serving both domestic and international travelers and six remote boarding positions. Of the nineteen gates, ten have air bridges.

Construction of an international bridge between our Tijuana airport and the United States border began in 2014 and was completed during 2015; this bridge allows passengers to cross directly to the United States using a pathway between the airport and the international border. The facility became operational in December 2015. We estimate that, in the long term, approximately 45% of all passengers travelling through Tijuana International Airport will use the international bridge. For a description of the Tijuana cross-border facility, see “Item 5, Operating and Financial Review and Prospects – Overview – Recent Developments – Tijuana Cross-Border Facility.”

 

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In 2015, approximately 18.3 thousand metric tons of cargo was transported through the airport.

A portion of the land comprising Tijuana International Airport was expropriated by the Mexican federal government in 1970 pursuant to its power of eminent domain and is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see “Item 8, Financial Information – Legal Proceedings – Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports.”

Los Cabos International Airport

Los Cabos International Airport is our third most important Mexican airport in terms of passenger traffic, fifth in terms of air traffic movements and second in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 3.7 million terminal passengers, accounting for approximately 13.2% of our Mexican airports’ terminal passenger traffic. Approximately 72.1% of the terminal passengers served were international passengers. In 2014, Hurricane Odile caused the airport to suspend commercial operations for eighteen days, also causing a reduction in the total number of passengers flying to the area after the resumption of commercial flights.

The airport serves primarily tourists visiting San Jose del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway of the state of Baja California Sur. Los Cabos International Airport is located approximately thirteen kilometers from the city of San Jose del Cabo, in the state of Baja California Sur. In 2015, the number of visitors to Los Cabos (San Jose del Cabo and the nearby city of Cabo San Lucas) was approximately 1.8 million, according to the Mexican Immigration Institute. Visitors to this area are generally affluent and include golfers who enjoy world-class courses, as well as sport fishing and diving enthusiasts who are drawn by the rich marine life in the region’s coastal waters.

A total of twenty airlines operate at the airport with American, Alaska, United, Interjet and Volaris being the principal ones. Airlines operating at this airport provide service to 39 destinations. Of these destinations, Mexico City, Guadalajara, Los Angeles and Phoenix are the most popular.

Los Cabos International Airport currently operates eleven hours daily between 7:00 a.m. and 6:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 3,000 meters, and a full parallel taxiway to the runway. The runway capacity at this airport is 42 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada. The airport has two commercial aviation terminals. Terminal 1 occupies approximately 14,600 square meters and Terminal 2 occupies approximately 38,000 square meters. In addition, the airport has a general aviation and an FBO terminal. The airport has sixteen gates (eight in Terminal 1 and eight in Terminal 2), including four gates with air bridges, and fourteen remote boarding positions. We operate commercial space of approximately 2,000 square meters at Los Cabos International Airport; this space includes two VIP lounges and three convenience stores operated directly by us.

In 2015, approximately 35.6% of the sum of our aeronautical and non-aeronautical revenues generated at Los Cabos International Airport was derived from non-aeronautical revenues (of which 92.9% came from commercial activities); the latter percentage is higher than any other airport of the Group.

 

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Puerto Vallarta International Airport

Puerto Vallarta International Airport is our fourth most important Mexican airport in terms of passenger traffic and air traffic movements and third in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Puerto Vallarta International Airport was the seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 3.6 million terminal passengers, accounting for approximately 13.0% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 68.7% of these terminal passengers were international passengers and 31.3% were domestic passengers.

Puerto Vallarta International Airport is located on the Pacific coast in the state of Jalisco. The airport primarily serves foreign tourists and is also a popular tourist destination within Mexico. Puerto Vallarta’s tourist attractions include the natural beauty of the Bay of Banderas, the area’s many beaches and abundant marine wildlife. Puerto Vallarta is a mature tourist destination, and the completion of new resort areas including hotels and golf courses in the areas known as Nuevo Vallarta and Punta Mita is expected to bring more tourists to the area in subsequent years.

A total of twenty-four airlines operate at the airport; the principal ones are American, United, Alaska, Aeroméxico Group, United, Interjet and WestJet. Airlines operating at this airport provide service to 44 destinations. Of these destinations, the most popular are Mexico City, Los Angeles and Dallas. In addition, Thomson flies once weekly from Puerto Vallarta to London Gatwick and Manchester.

Puerto Vallarta International Airport operates 24 hours daily. The airport has one runway with a length of 3,100 meters as well as a parallel taxiway. The runway capacity at this airport is 37 air traffic movements per hour. This airport has one main commercial terminal, an FBO terminal and a general aviation building. The airport has nineteen gates, of which five serve domestic flights and fourteen serve international flights, seven remote boarding positions and eleven air bridges. During 2014, we began operating two new convenience stores in the airport. During 2015, we remodeled 6,000 square meters in the arrivals area to improve passenger flows in the terminal, with 200 square meters dedicated to commercial use, including one VIP lounge operated directly by us. We plan to open two more lounges in 2016.

In 2015, approximately 27.1% of the sum of our aeronautical and non-aeronautical revenues generated at our Puerto Vallarta airport was derived from non-aeronautical revenues (of which 90.1% came from commercial activities).

Guanajuato International Airport

Guanajuato International Airport is our fifth most important Mexican airport in terms of passenger traffic and sixth in air traffic movements and fifth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Guanajuato International Airport was the ninth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 1.5 million terminal passengers, accounting for approximately 5.4% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 62.8% of the terminal passengers served were domestic passengers.

Guanajuato International Airport is located in the central state of Guanajuato near the cities of Leon, Irapuato, Silao and Guanajuato, approximately 315 kilometers northwest of Mexico City. The state of Guanajuato has a population of approximately 5.5 million people according to the Mexican National Population Council and is located in Mexico’s Bajio region, best known for its rich colonial history, agricultural sector and manufacturing industry. General Motors has an assembly plant in Silao, Guanajuato, and Mazda has a new vehicle manufacturing plant in Salamanca, Guanajuato. The local government is developing a “dry dock”, or truck loading service terminal, near the airport that we believe will increase cargo demand.

 

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A total of eleven airlines operate at the airport; the principal ones are Volaris, Aeroméxico Group and United. Airlines operating at this airport provide service to twelve destinations. Of these destinations Tijuana, Mexico City and Houston are the most popular.

Guanajuato International Airport operates 20 hours daily between 4:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway with a length of 3,500 meters. The runway capacity at this airport is 11 air traffic movements per hour. It has two terminals (one commercial and one general aviation), with six gates, five remote boarding positions and three air bridges.

During 2013, we completed construction on the arrivals area, expanding it by 500 square meters. The work included new baggage claim belts and a re-organization of the customs and immigration facilities. As part of our business strategy, our construction during the second quarter 2013 focused on redesigning the car rental counters and increasing the advertising spaces in that area by 20%. During 2014, we started operating two convenience stores, one in the check-in area and one beyond the security checkpoint in the boarding area. In 2016, we plan to open another VIP lounge in the boarding area beyond the security checkpoint.

Hermosillo International Airport

Hermosillo International Airport is our sixth most important Mexican airport in terms of passenger traffic, fourth in terms of air traffic movements and sixth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Hermosillo International Airport was the eleventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served approximately 1.3 million terminal passengers, accounting for approximately 4.9% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 94.7% of the terminal passengers served were domestic passengers. Many of the airport’s passengers use the airport as a hub for connecting flights between other Mexican cities, particularly Mexico City, Tijuana, Guadalajara and Monterrey. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

Hermosillo International Airport serves the city of Hermosillo and four other nearby municipalities, which together have a population of approximately 1.0 million, according to the Mexican National Population Council. The city of Hermosillo, which is the capital of the state of Sonora, is located approximately 260 kilometers south of the border town of Nogales and 130 kilometers east of the Gulf of California. The airport is located approximately thirteen kilometers west of the city of Hermosillo. The airport is an important hub in a primarily agricultural and industrial region. Approximately 8.3 thousand metric tons of cargo passed through the airport in 2015. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.

A total of nine airlines operate at the airport; the principal ones are Aeroméxico Group, Volaris, Interjet and VivaAerobus. Airlines operating at this airport provide service to ten destinations. Of these destinations, Mexico City, Guadalajara, Monterrey and Tijuana are the most popular.

Hermosillo International Airport operates eighteen hours daily between 6:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has two runways, one with a length of 2,300 meters and the other, a private aircraft runway that is not currently operating as a result of commercial considerations, with a length of 1,100 meters. Runway

 

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capacity at this airport is 30 air traffic movements per hour. The airport has nine gates and ten remote positions and includes both a commercial aviation building and a general aviation building for small private aircraft. An expansion of the terminal building has been planned to install two new gates with air bridges and two new apron positions by the end of 2016.

In 2012, we opened a VIP lounge in the airport. As part of our business strategy, during 2013 we changed the profile and category of services of almost all of the stores at Hermosillo International Airport to stores with greater brand recognition and we opened a directly operated convenience store. In 2014, we added a Starbucks Coffee shop, Subway, Sunglass Hut and a second convenience store directly operated by us.

La Paz International Airport

La Paz International Airport is our seventh most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, La Paz International Airport was the twenty-first busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 682.4 thousand terminal passengers, accounting for approximately 2.5% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 98.6% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

La Paz International Airport serves the city of La Paz, located along the coast of the Gulf of California in the state of Baja California Sur, of which La Paz is the capital. Eco-tourism is a growing industry in La Paz due to the abundance of marine life found in the Gulf of California.

A total of six airlines operate at the airport; the principal ones of which are Volaris and Aeroméxico Group. Airlines operating at this airport provide service to twelve destinations. Of these destinations, Mexico City, Guadalajara and Tijuana are the most popular.

La Paz International Airport operates sixteen hours daily between 7:00 a.m. and 11:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,500 meters in length and a single main commercial terminal. The runway capacity at this airport is fifteen air traffic movements per hour. It also has three gates and seven remote boarding positions.

During 2013, we completed the construction on both the arrival and departure areas. The arrival area was enlarged by 1,500 square meters, and two new baggage claim belts were installed. In October 2014, we opened one directly operated convenience store located in the check-in area of the airport. In 2016, we plan to open a second directly operated convenience store beyond the security checkpoint.

Aguascalientes International Airport

Aguascalientes International Airport is our eighth most important Mexican airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Aguascalientes International Airport was the twenty-third busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 633.1 thousand terminal passengers, accounting for approximately 2.3% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 74.5% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

 

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Aguascalientes International Airport serves the city of Aguascalientes and eight surrounding municipalities in the central state of Aguascalientes, which is located roughly 513 kilometers northwest of Mexico City. Manufacturing forms the basis of the region’s economy. One of Nissan’s main manufacturing plants in Mexico is located in the city of Aguascalientes.

A total of seven airlines operate at the airport; the principal ones are Aeroméxico Group, Volaris and Interjet. Airlines operating at this airport provide service to eight destinations. Of these destinations Mexico City, Tijuana, Dallas and Los Angeles are the most popular.

Aguascalientes International Airport operates eighteen hours daily between 6:00 a.m. and 12:00 a.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. It has two runways, one measuring 3,000 meters in length and the other, a private aircraft runway that is not currently operating as a result of commercial considerations, measuring 1,000 meters, and a single main commercial terminal. The runway capacity at this airport is fourteen air traffic movements per hour. The airport has three gates and four remote boarding locations.

In 2013 and 2014, we continued our expansion of commercial areas operated by us, and in the third quarter of 2013 we opened a second convenience store in the passenger departure area. In 2015, we continued our expansion of VIP lounges with a new lounge opened at this airport and, in the first quarter of 2016, we installed a new CTX screening system for automated inspection of checked baggage.

Mexicali International Airport

Mexicali International Airport is our ninth most important Mexican airport in terms of passenger traffic, eleventh in terms of air traffic movements and tenth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Mexicali International Airport was the twenty-sixth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SCT. In 2015, it served 595.6 thousand terminal passengers, accounting for approximately 2.2% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 99.3% of the terminal passengers served by this airport were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

Mexicali International Airport serves the city of Mexicali, in the Mexican state of Baja California, as well as the U.S. cities of Yuma, Arizona and Calexico, California. The city of Mexicali is located along the U.S.-Mexico border approximately 150 kilometers east of Tijuana and 80 kilometers west of Yuma, Arizona. Manufacturing forms the basis of the area’s economy, most notably in the form of maquiladora factories, which have proliferated along the California-Baja California border.

A total of four airlines operate at the airport; the principal ones are Volaris and Aeroméxico Group. Airlines operating at this airport provide service to five destinations. Of these destinations, Mexico City and Guadalajara are the most popular.

Mexicali International Airport operates nineteen hours daily between 6:00 a.m. and 1:00 a.m. the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,600 meters in length as well as a main commercial terminal and a smaller general aviation terminal. The runway capacity at this airport is fourteen air traffic movements per hour. The main commercial terminal has two gates and four remote boarding positions.

 

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In 2016, we expect to open two new convenience stores directly operated by us.

Morelia International Airport

Morelia International Airport is our tenth most important Mexican airport in terms of passenger traffic, ninth in terms of air traffic movements and ninth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Morelia International Airport was the thirty-second busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 478.5 thousand terminal passengers, accounting for approximately 1.7% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 47.9% of the terminal passengers served by this airport were domestic passengers.

Morelia International Airport serves the city of Morelia and ten other municipalities in the immediate vicinity. The city of Morelia is the capital of the state of Michoacan, which has a population of approximately 4.4 million according to the Mexican National Population Council. Michoacan’s principal industry is agriculture, and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).

A total of six airlines operate at the airport; the principal ones are Volaris, Aeroméxico Group, American and United. Airlines operating at this airport provide service to eight destinations. Of these destinations, Tijuana, Chicago Midway and Mexico City are the most popular.

Morelia International Airport operates 24 hours a day. The airport has one runway with a length of 3,400 meters and a single main terminal building. The runway capacity at this airport is twelve air traffic movements per hour. The airport has four gates and eight remote boarding positions.

During 2013, we completed construction on the arrivals area to expand it by 500 square meters. The expansion included the addition of two new baggage claim belts and a re-organization of the customs and immigration facilities. In 2016, we expect to open two new convenience stores directly operated by us.

Los Mochis International Airport

Los Mochis International Airport is our eleventh most important Mexican airport in terms of passenger traffic, tenth in terms of air traffic movements and eleventh in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Los Mochis International Airport was the thirty-seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2015, it served 290.9 thousand terminal passengers, accounting for approximately 1.1% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 98.3% of the terminal passengers served were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected to a greater extent by Mexican economic conditions.

Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. The area’s sport fishing and hunting attract both Mexican and foreign visitors.

A total of five airlines operate at the airport: Aeroméxico Group, Volaris, Aeromar, Aerocalafia and TAR Aerolíneas. Airlines operating at this airport provide service to six destinations, of which Mexico City, Tijuana and Guadalajara are the most popular.

Los Mochis International Airport operates fourteen hours daily between 7:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we are authorized to charge double our

 

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regular passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,000 meters in length as well as a single main commercial terminal. The runway capacity at this airport is sixteen air traffic movements per hour. The airport has three gates and four remote boarding positions.

Manzanillo International Airport

Manzanillo International Airport is our twelfth most important Mexican airport in terms of passenger traffic and air traffic movements and twelfth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2015, Manzanillo International Airport was the forty-first busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SCT. During 2015, the airport served 194.4 thousand terminal passengers, accounting for approximately 0.7% of our Mexican airports’ terminal passenger traffic. During 2015, approximately 52.5% of the terminal passengers served were domestic passengers and 47.5% were international passengers. In October 2015, Hurricane Patricia caused the airport to suspend commercial operations for one and a half days, during which the airport sustained minimal damage. This damage was quickly repaired. No damage occurred to hotels in this area, and tourism was not materially affected.

Manzanillo International Airport serves the city of Manzanillo and six surrounding municipalities in the small Pacific coastal state of Colima. The city is located on the coast approximately 230 kilometers southeast of Puerto Vallarta and 520 kilometers northwest of Acapulco. The airport serves primarily tourists visiting coastal resorts in Colima and neighboring Jalisco. In recent years, passenger traffic at Manzanillo International Airport has remained stable despite the increased popularity of Puerto Vallarta and other tourist destinations due to a decline in investments in the tourism sector in Manzanillo.

A total of nine airlines operate at this airport; the principal ones are Aeroméxico Group, Alaska and WestJet. Some of the other airlines operate only during the high tourist season (November to April). The principal destinations served by airlines at this airport are Mexico City, Los Angeles and Calgary.

Manzanillo International Airport operates twelve hours daily between 8:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,200 meters. The runway capacity at this airport is sixteen air traffic movements per hour. The airport has four gates and five remote boarding positions.

We plan to continue our expansion of commercial areas by opening two more directly operated convenience stores in 2016.

Newly Acquired Airport

In April 2015, we acquired a 100% stake in our Spanish subsidiary, DCA. DCA holds a 74.5% stake in MBJA, the entity that operates Montego Bay International Airport in Jamaica. As a result of our acquisition of DCA in April 2015, our summary consolidated financial and operating information for the fiscal year ended December 31, 2015 includes the consolidation of MBJA’s financial and operating information for the period from April 1 to December 31, 2015. Therefore, financial and operating information related to the Montego Bay airport for the fiscal year ended December 31, 2015 may not be directly comparable with financial and operating information for our Mexican airports for 2015 or for the Montego Bay airport for prior fiscal years.

Montego Bay International Airport

Montego Bay International Airport, located in the town of Montego Bay on the northwest coast of the island of Jamaica, is Jamaica’s main airport. In 2015, the Montego Bay airport served 3.7 million

 

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terminal passengers, making it the third busiest airport in the Caribbean region (excluding Cuba) in terms of commercial aviation passenger traffic, according to Airports Council International. From April 1, 2015 (when we began to consolidate MBJA’s financial and operating information) to December 31, 2015, the airport served 2.7 million terminal passengers. In 2015, 99.7% of the terminal passengers served were international passengers. Of the total passengers in 2015, 67.0% came from the United States, 18.6% came from Canada and 12.3% came from Europe.

Montego Bay International Airport serves as the primary gateway for international air travel to Jamaica, a major international tourist destination, by facilitating the transit of more than 71% of the tourists arriving on the island. The town of Montego Bay is in the geographical center of the tourist corridor between the coastal resort areas of Negril and Ocho Rios where 90.3% of the island’s hotel capacity is located, according to the Jamaican Tourist Board. In recent years, passenger traffic at Montego Bay International Airport has grown despite the increased traffic overall at the Kingston airport, which services mostly business and other traffic. In recent years, the Jamaican government has discussed plans to build a third international commercial airport, most likely on the southern coast at Vernamfield to meet the long-term requirements for the growth of air transport. We do not expect the Kingston airport’s traffic growth to be a major factor in the Montego Bay airport concession’s growth, as the airports serve different demands, nor do we expect the Jamaican government’s Vernamfield airport plan to be executed within the next three years.

A total of eighteen international airlines operate at the airport; the principal airlines are American, Delta, JetBlue and Southwest. Airlines at this airport provide service from 20 cities to Jamaica. Of these, Toronto, New York and Atlanta are the most popular.

Montego Bay International Airport operates eighteen hours daily between 6 a.m. and 12 midnight. However, it is equipped to operate 24 hours daily if necessary. The airport has one runway measuring 2,662 meters. The runway capacity at this airport is 33 air traffic movements per hour. The airport also has an ILS that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 6,000 square meters, as well as parking facilities consisting of an additional 5,657 square meters. The general aviation building has an additional area of 300 square meters. The commercial terminal has 17 gates and 5 remote parking positions.

The following table sets forth revenues, passenger traffic and air traffic movement data for the Montego Bay airport from April 1 to December 31, 2015:

 

     April 1 to
December 31, 2015
 

Revenues (in thousands of pesos):

  

Sum of Aeronautical and Non-Aeronautical Revenues

   Ps. 995,707   

Passenger Traffic (in thousands):

  

Terminal passengers

     2,695.3   

Arriving international passengers

     1,360.4   

Departing international passengers

     1,334.9   

Transit passengers

     43.6   

Air Traffic Movements(1):

  

Peak air traffic movements per hour(2)

     22   

Runway capacity(3)

     33   

Total air traffic movements (in thousands):

     29.6   

Commercial aviation

     20.9   

Charter aviation

     1.1   

General aviation and other

     7.6   

Average passengers per air traffic movement

     91.0   
  

 

 

 

 

(1) Includes departures and landings.
(2) Includes commercial and general aviation operations (demand).
(3) Air traffic movements per hour (capacity).

 

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In the period between April 1, 2015 and December 31, 2015, approximately 4.8 thousand metric tons of cargo was transported through the airport.

Third parties operate a total of seven lounges in the Montego Bay airport: five hotel lounges and one general lounge in the arrivals area and one general lounge in the departures area. In 2015, we expanded the departures-area general lounge by 283.3 square meters.

Non-Airport Subsidiaries

Although we are a holding company that has subsidiaries operating each of our thirteen airports, we also have three employee service company subsidiaries. The employee service companies provide part of the labor force that works in our airports but do not directly employ any personnel. Our employee service companies are (i) Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”), (ii) Corporativo de Servicios Aeroportuarios, S.A. de C.V. (“CORSA”), and (iii) Puerta Cero Parking, S.A. de C.V. (“PCP”). Additionally, in 2013, we established a nonprofit company named Fundación Grupo Aeroportuario del Pacífico, A.C. (“Fundación GAP”).

SIAP

SIAP was incorporated as a subsidiary in June 1998 to provide technical assistance and corporate services to our airport operating subsidiaries. SIAP was set up as part of the Mexican government’s privatization plan for the airports operated by us. SIAP invoices our airports for three types of services:

 

    SIAP employs the senior management at our corporate headquarters and at our airports, and charges our subsidiaries for the services rendered according to each subsidiary’s individual performance;

 

    As part of the privatization plan that was implemented by the Mexican government in 1998, our strategic shareholder has the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement and a shareholders’ agreement. As a result of the participation agreement requirement, we entered into a technical assistance agreement with AMP, renewed for an additional five-year period through August 26, 2019. Under this agreement, AMP receives an annual fee to provide SIAP with consulting services and technological and industry knowledge and expertise to manage our airports. SIAP charges our subsidiaries a technical assistance fee, which is then used to pay AMP. The technical assistance fee is a component of our maximum tariffs and is collected through the maximum tariffs charged. See also “Item 5, Operating and Financial Review and Prospects – Operating Costs – Technical Assistance Fee”); and

 

    SIAP employs non-unionized personnel to perform services at our airports according to their capabilities and expertise and collects fees on a monthly basis for the services performed.

CORSA

CORSA was incorporated as a subsidiary on November 8, 2007, and began operations in January 2008. CORSA employs unionized personnel to perform services at our airports according to their capabilities and expertise and collects fees on a monthly basis for the services performed.

 

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PCP

PCP was incorporated as a subsidiary on November 28, 2007, and began operations in January 2008. PCP provides operating and administrative services for airport parking lots. PCP employs both unionized and non-unionized personnel and collects fees on a monthly basis for the services performed.

Fundación GAP

We established this non-profit foundation in May 2013 with the aim of improving social welfare in the communities near our airports. The foundation’s focus is on children’s education, as well as other charitable activities. In September 2014, we inaugurated the first Fundación GAP School close to our Guadalajara airport. The first year began with a class of first grade students only; each consecutive year, the plan is to add a new class, eventually reaching a maximum capacity of 360 students for grades one through six. Additionally, we intend to open more schools in communities near our Los Cabos and Tijuana airports in the coming few years.

Our board of directors annually reviews our donation to the foundation. For 2015, our board of directors authorized a Ps.10.0 million donation. The foundation is supervised by a board of trustees, which is presided over by Mrs. Díez Barroso.

Principal Customers

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2015, twenty-one international airlines and nine Mexican airlines operated flights at our twelve Mexican airports. Volaris is our principal airline customer in terms of total passengers at our Mexican airports, with Aeroméxico and Aeroméxico Connect (together the “Aeroméxico Group”) and Interjet providing the second and third largest number of total passengers. In 2014 and 2015, revenues from Volaris and the passengers it moved through our airports totaled Ps.1,179.9 million and Ps.1,462.9 million, respectively, of which Ps.1,142.4 million and Ps.1,319.2 million, respectively, were paid to the airports in the form of passenger charges, representing 21.7% and 20.1%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2015. Revenues from the Aeroméxico Group and the passengers they moved through our airports were Ps.745.8 million and Ps.775.0 million during 2014 and 2015, respectively, of which Ps.723.3 million and Ps.744.8 million, respectively, were paid to the airports for the passengers they moved in form of passengers charges, representing 13.7% and 10.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2015.

In Jamaica, American Airlines transported a significant percentage of the Montego Bay airport’s passenger traffic. For the period from April 1 to December 31, 2015, revenues from American Airlines and the passengers it moved through the Montego Bay airport totaled Ps.132.7 million, of which Ps.100.5 million was paid to MBJA in the form of passenger charges, representing 13.3% of the sum of aeronautical and non-aeronautical revenues for the Montego Bay airport during the period. However, during 2015, the passenger charges collected by American Airlines accounted for 1.6% of total revenues in our airports (1.8% of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2015).

In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earned revenues from aircraft landing and parking charges and the leasing of space to these airlines.

 

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Mexican Aeronautical Services Agreement

As a result of certain disputes with our airline customers in Mexico, beginning in 2003 we entered into agreements with the Mexican National Air Transportation Chamber of Commerce and the SCT pursuant to which we resolved certain existing disputes with our airline customers and entered into: (i) contracts governing charges for aeronautical services; (ii) lease contracts for property used by the airlines; and (iii) contracts governing collection of passenger charges. In March 2012, we renewed the agreement, which represented: (i) virtually all of the relevant contracts governing the collection of passenger charges; (ii) a substantial majority of the agreements for the leasing of space in our terminals; and (iii) a substantial majority of the contracts governing our aeronautical services. This contract expired on December 31, 2014 and no new contract has been signed.

Changes in Principal Airlines Operating at our Mexican Airports

On August 28, 2010, Grupo Mexicana, which operated through its three subsidiaries, Mexicana, Mexicana Click, and Mexicana Link, suspended operations indefinitely. On the day Grupo Mexicana suspended operations, they were operating at ten of our twelve Mexican airports. During the first half of 2010, Grupo Mexicana transported 1,869,636 total passengers in our network representing 18.3% of our total passengers. This made Grupo Mexicana our third most important airline group in terms of the number of passengers transported within our airports. During 2009 and the first half 2010, aeronautical revenues from Grupo Mexicana and from the passengers they moved through our airports represented 16.2% and 17.0% of our total aeronautical revenues, respectively. We initially recorded an allowance for doubtful accounts of Ps.49.9 million for Grupo Mexicana in 2010, which was primarily composed of Ps.38.6 million in passenger charges that Grupo Mexicana collected on behalf of our airports from passengers of Mexicana, Click or Link through August 27, 2010. As of December 31, 2015, as a result of these initial amounts and other subsequent amounts outstanding from Grupo Mexicana for the rent of certain areas of our airports that Grupo Mexicana still holds, we have an allowance for doubtful accounts of Ps.65.9 million (net of any value-added taxes), accumulated since 2010, and are awaiting resolution of the ongoing bankruptcy process to determine the likelihood of any collection.

Complementary Services Customers

Our principal complementary services clients are our three principal providers of baggage handling services: Menzies Aviation, S.A. de C.V., Administradora Especializada en Negocios, S.A. de C.V. (a subsidiary of Aeroméxico Group) and AGN Aviation Services, S.A. de C.V., which provided Ps.24.8 million, Ps.16.1 million and Ps.11.0 million of the sum of aeronautical and non-aeronautical revenues, respectively, each in the form of access fees, in 2015. Our primary catering clients are Aerococina, S.A. de C.V. and Gate Gourmet & Maasa México, S. de R.L. de C.V., which respectively provided Ps.8.4 million and Ps.2.0 million of revenues in the form of access fees in 2015.

While we receive a fee from our complementary services clients equivalent to 10% to 15% of their reported sales, we receive only a fixed fee when a company is a subsidiary or affiliate of an airline. Among our three principal providers of baggage handling, Administradora Especializada en Negocios, S.A. de C.V. is the only subsidiary of an airline.

Principal Non-Aeronautical Services Customers

As of December 31, 2015, we were party to approximately 1,018 contracts – 1.0% more than the 1,007 contracts we were party to as of December 31, 2014 – with providers of commercial services in the commercial spaces in our Mexican airports, including retail store operators, duty-free store operators, food and beverage providers, timeshare developers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, tourist information and promotion services. The increase in the number of contracts is due to our expansion of commercial spaces

 

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within our existing terminal space and the construction of new terminal space, reflected in an increase in the number of new retail store customers, food and beverage providers and advertising customers. In 2015, our largest commercial customers in terms of revenues paid to us were Dufry México, S.A. de C.V. (duty-free stores; Ps.83.5 million), Aldeasa México, S.A. de C.V. (duty-free stores; Ps.71.8 million), Aerocomidas, S.A. de C.V. (food and beverages; Ps.51.6 million), Operadora Aeroboutiques, S.A. de C.V. (retail; Ps.30.4 million), and Servicios Inmobiliarios Alsea, S.A. de C.V. (food and beverages; Ps.23.4 million). In Jamaica, MBJA’s largest commercial customer in terms of revenues paid to MBJA were World Duty Free (duty-free stores; U.S.$6.9 million) and Express Catering (food and beverages; U.S.$2.5 million).

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, terrorism or threat of terrorism, weather, air traffic control delays, health crises and general economic conditions, as well as the other factors discussed above. As a result, our results of operations for a quarterly period are not necessarily indicative of results of operations for an entire year, and historical results of operations are not necessarily indicative of future results of operations.

Competition

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

However, since our Puerto Vallarta, Los Cabos, La Paz, Manzanillo and Montego Bay international airports are substantially dependent on tourism, these airports face competition from competing tourist destinations. We believe that the main competitors to these airports are those airports serving vacation destinations in Mexico, such as Acapulco and Cancun, and abroad, such as in Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic, other Caribbean islands and Central America.

Additionally, our Los Cabos airport may experience greater competition in the future from a small private airport near Cabo San Lucas, which received a permit to operate public service in March 2008 from the SCT. On November 4, 2009, this airport received authorization to operate regular commercial routes for domestic and international flights. During 2009, we commenced certain legal actions in order to preserve our market position; however, once the airport received authorization to operate commercial flights we could not continue our legal action against it. Therefore, we will implement commercial strategies to improve our level of service in order to ensure that we remain the best airport option for airlines serving the San Jose del Cabo and Cabo San Lucas corridor. Also, in order to serve the private aviation market, we started operations at our new state-of-the-art Fixed Base of Operations in Los Cabos Airport. This allowed us to increase our capacity, and we redesigned our fee structure in order to make our service the most attractive in the region.

In addition, the Mexican government announced in the National Infrastructure Plan for 2007-2012 (Programa Nacional de Infraestructura 2007-2012) (published in July 2007) that at least three new airports would be constructed between 2007 and 2012: the Riviera Maya airport, the Ensenada airport and the Mar de Cortés airport. On May 12, 2010, the Mexican government began the bidding process for the Riviera Maya airport. The Mexican government received proposals in April 2011. On April 25, 2011, we submitted a bid, as part of a consortium with Grupo México, S.A.B. de C.V. On May 20, 2011, the SCT released a communication saying that all proposals for this concession were found deficient and voided, including ours. Consequently, the international public bidding process for the construction, administration

 

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and operation of the Riviera Maya airport was declared deserted or void. As of the date of this filing, the SCT has not announced whether or not there will be a new bidding process for the Riviera Maya airport project and the government has not provided further information in respect of the Ensenada airport or the Mar de Cortés airport as to the expected type or size of these airports. In addition, no date has been set to initiate the bidding process for construction of these airports. We cannot predict whether these airports, if they are constructed, will compete with our airports.

On September 2, 2014, President Enrique Peña Nieto announced plans for a new airport in Mexico City with double the capacity of the current airport. Construction began in 2015, and is expected to conclude by October 2020. When this airport is operating, we expect our passenger traffic and revenues to increase due primarily to an expected increase in service to and from most of our airports, as Mexico City is the top destination for eleven of our twelve airports in Mexico. Also see “Item 3, Risk Factors – Risks Related to the Regulation of our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.”

The relative attractiveness of the locations we serve is dependent on many factors, some of which are beyond our control. These factors include the general state of the Mexican economy and the attractiveness of other commercial and industrial centers in Mexico that may affect the attractiveness of Guadalajara, Tijuana and other growing industrial centers in our group, such as Hermosillo, Leon, Aguascalientes and Mexicali. In addition, with respect to Puerto Vallarta, Los Cabos, La Paz, Manzanillo and Montego Bay, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes), security concerns, health crises and the development of new resorts that may be considered more attractive. There can be no assurance that the locations we serve will continue to attract the same level of passenger traffic in the future.

ASA currently operates seven small airports in Mexico’s Pacific and Central regions. We believe that these airports collectively account for only a small fraction of the passenger traffic in these regions.

REGULATORY FRAMEWORK

Sources of Mexican Regulation

Principal Laws Governing Our Mexican Operations

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

 

    The Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles), enacted August 4, 1934;

 

    the Mexican Airport Law (Ley de Aeropuertos), enacted December 22, 1995;

 

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

 

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

 

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

 

    the Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, and revised on an annual basis;

 

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

 

    the Mexican Securities Market Law (Ley del Mercado de Valores), enacted December 30, 2005; and

 

    the concessions that entitle our subsidiaries to operate our twelve Mexican airports, which were granted on June 29, 1998, and amended on November 15, 1999.

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

Under the Mexican Airport Law, a concession granted by the SCT is required to construct, operate, maintain and develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to (a) entities considered part of “the federal public administration” as defined under Mexican law and (b) any private company the principal shareholder of which is a state or municipal government; (ii) concessions granted to operators of private airports (that have operated privately for five or more years) wishing to begin operating their facilities as public service airports and complying with certain requirements; and (iii) complementary concessions granted to existing concession holders that comply with certain requirements. Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand.

On June 29, 1998, the SCT granted twelve concessions to operate, maintain and develop the twelve principal airports in Mexico’s Pacific and Central regions to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, our privatization, through which our strategic shareholder acquired 15% of our capital stock, was conducted through a public bidding process. Each of our Mexican concessions was amended on November 15, 1999, in order to, among other things, incorporate each airport’s maximum rates and certain other terms as part of the concession.

On February 17, 2000, the regulations under the Mexican Airport Law were issued. We believe we are currently complying with the material requirements of the Mexican Airport Law and its regulations. Non-compliance with these regulations could result in fines or other sanctions being assessed by the SCT and are among the violations that could result in termination of a concession if they were to occur three or more times.

The Mexican National Assets Law, among other things, establishes regulations relating to concessions granted with respect to property held in the public domain, including the airports that we operate. The Mexican National Assets Law requires concessionaires of real property held in the public domain and used for administrative or non-public purposes to pay a tax, and establishes grounds for revocation of concessions for failure to pay applicable taxes, but does not specify which taxes must be paid, including whether certain taxes to municipalities must be paid by a concessionaire.

Under the Mexican Federal Duties Law, each of our subsidiary concession holders is required to pay the Mexican government a concession tax based on its gross annual revenues (excluding revenues from improvements to concession assets) from the use of public domain assets pursuant to the terms of its concession. Currently, this concession tax is set at a rate of 5% and may be revised annually by the Mexican Congress. Our Mexican concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax.

 

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Reforms to the Mexican Airport Law and Civil Aviation Law

The SCT intended to establish a new regulatory agency, expected to be authorized to monitor our activities and those of the other airport groups, enforce applicable regulations, propose amendments to concessions, set maximum rates, resolve disputes between concession holders and airport users (such as airlines) and collect and distribute information relating to the airport sector. An initiative was introduced in Mexico’s Congress on February 26, 2009, to establish such an agency and reform a substantial part of the current Mexican Airport Law, but it was rejected by the legislature on April 20, 2010. On December 14, 2011, a new bill was introduced in Mexico’s Congress to amend the Mexican Airport Law. Among other items, the bill proposes to give the SCT additional authority to plan and apply the standards, policies and programs for the Mexican airport system, to oversee the correct operation of civil aviation in Mexico, and to establish rules for airport service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports. On January 26, 2015, Congress published changes to the Mexican Airport Law and Civil Aviation Law, however, these changes are less extensive than those proposed in the 2011 bill. Among other things, the amendment includes provisions that seek to ensure a competitive market for suppliers of complementary services. The principal effect on airport concessionaires such as us is the requirement for concession holder not limit the number of providers of complementary services and fixed base operations in its airports, except for reasons of space availability, operational efficiency and safety. If a concession holder denies entry to any complementary service provider for a reason other than the above, which service provider may file a complaint with the SCT.

Federal Economic Competition Commission

As a result of certain 2013 amendments to Mexico’s Constitution, on July 6, 2014, a new Federal Economic Competition Law (Ley Federal de Competencia Económica) went into effect, which, among other things, extinguished the former Federal Competition Commission and created the Federal Economic Competition Commission (Comisión Federal de Competencia Económica), or “COFECE,” as an autonomous agency to be the competition authority for all industries except telecommunications and broadcasting. The new law grants broader powers to COFECE, including the ability to regulate essential facilities, order the divestment of assets and eliminate barriers to competition. The new law also sets forth important changes in connection with mergers and anti-competitive behavior, increases liabilities and the amount of fines that may be incurred for violations of the law, and limits the availability of legal defenses against the application of the law. If 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. As of the date of filing, COFECE has not made any determination that the services we render are considered an essential facility, but we can provide no assurance that they will not do so in the future. If such a determination is made, it may have a material effect on our results of operations.

Role of the SCT

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

 

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

 

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

 

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

 

    establish air transit rules and rules regulating take-off and landing schedules through the Mexican Air Traffic Control Authority;

 

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

 

    establish safety regulations;

 

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

 

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

 

    maintain the Mexican aeronautical registry for registrations relating to airports;

 

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

 

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

 

    approve the Master Development Programs prepared by each concession holder every five years;

 

    determine each airport’s maximum rates;

 

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

 

    perform any other function specified by the Mexican Airport Law.

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

Mexican Airport Concessions

Scope of Concessions

We hold concessions granted to us by the Mexican government to use, operate, maintain and develop twelve airports in the Pacific and Central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term, each of which terms began on November 1, 1998. This initial term of each of our Mexican concessions may be renewed for one or more terms for up to an additional 50 years, subject to the concession holder’s acceptance of any new conditions imposed by the SCT and to its compliance with the terms of its concession. Each of the concessions held by our subsidiary concession holders allows the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and the regulations thereunder; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, these assets, together with any improvements thereto, automatically revert to the Mexican government.

 

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Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law. The security regulations must be implemented in accordance with the requirements set forth in the National Program for Airport Security (Plan Nacional de Seguridad Aeroportuaria). In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for inspecting passengers and their carry-on baggage before they reach the departure gates, while the transporting airline is responsible for the inspection of checked baggage and cargo. If public order or national security is endangered, the responsible federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.

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

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

General Obligations of Concession Holders

The concessions impose certain obligations on the concession holders, including, among others: (i) the obligation to pay the concession tax described above; (ii) the obligation to deliver concession services in a continuous, public and non-discriminatory manner; (iii) the obligation to maintain the airports in good working condition; and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the Master Development Programs and the concessions.

Each concession holder and any third party providing services at an airport is required to carry insurance in specified amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the SCT. To date, the SCT has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are specified. We and our subsidiary concession holders are jointly and severally liable to the SCT for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the Master Development Programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of the concession held by any one of our subsidiaries, the SCT is entitled to revoke the concessions held by all of our subsidiaries.

Substantially all of the contracts entered into prior to August 25, 1999, by the ASA with respect to each of our airports were assigned to the relevant concession holder for each airport. As part of this assignment, each concession holder agreed to indemnify the ASA for any loss suffered by the ASA due to the concession holder’s breach of its obligations under an assigned agreement.

 

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Classification of Services Provided at Airports

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

 

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

 

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

 

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

 

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

 

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

 

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

 

    Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include: ramp and handling services, passenger check-in, aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.

 

    Commercial Services. Commercial services are services that are not considered essential to the operation of an airport or aircraft, and include, among other things, retailers, restaurants, banks and advertisers to which we lease space.

A third party providing complementary or commercial services to an airport is required to do so only pursuant to a written agreement with the relevant concession holder. On November 1, 2012, we entered into an agreement with a third party with respect to the provision of airbus and passenger walkway services in all of our airports. Accordingly, we will no longer provide these services directly. As of the date of this report, this is the only agreement with a third party regarding the provision of regulated services. All agreements relating to airport or complementary services are required to be approved by the SCT. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers are required to be corporations incorporated under Mexican law.

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

 

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

A concession holder is also required to take all necessary measures to create a competitive market for complementary services. A concession holder may not limit the number of providers of complementary services in its airport, except in instances where space, efficiency and/or safety considerations warrant such limitation. If a concession holder denies entry to any complementary services provider for reasons other than the above, such service provider may file a complaint with the SCT, which shall determine within 60 days of the filing of the complaint whether entry of the service provider into the airport shall be authorized.

Master Development Programs

Each concession holder is required to submit to the SCT a Master Development Program describing, among other things, the concession holder’s construction and maintenance plans.

Each Master Development Program is required to be updated every five years and resubmitted for approval to the SCT. Upon such approval, the Master Development Program is deemed to constitute a part of the relevant concession. Any major construction, renovation or expansion of an airport may only be made with the approval of the SCT, typically provided pursuant to a concession holder’s Master Development Program.

Information required to be presented in the Master Development Program includes:

 

    airport growth and development expectations;

 

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

 

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

 

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

 

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

 

    any financing sources; and

 

    environmental protection measures.

Each concession provides for a 24-month period for the preparation and submission of the concession holder’s Master Development Program, and requires the concession holder to engage recognized independent consultants to conduct polls among airport users with respect to current and expected quality standards and to prepare air traffic projections and assess investment requirements. The concession holder must submit a draft of the Master Development Program to an operations committee (Comité de Operación y Horarios), composed of each of the airport’s principal users, for their review and comments six months prior to its submission for approval to the SCT. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new Master Development Program to the SCT. The SCT may request additional information or clarification as well as seek further comments from airport users. The Ministry of Defense (Secretaría de Defensa Nacional) may also opine on the Master Development Programs.

 

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Any major construction project, renovation or expansion relating to an airport can only be done pursuant to the Master Development Program of the concession holder or with the approval of the SCT. We are required to spend the full amounts set forth in each investment program under our Master Development Programs.

Changes to a Master Development Program, including the related investment program, require the approval of the SCT, except for emergency repairs and minor works that do not adversely affect an airport’s operations.

Once capital expenditures related to the Master Development Programs are established, they are adjusted annually according to increases in the Mexican PPI’s construction price index, and the concessionaire is obligated to meet the adjusted amounts.

On December 19, 2014, the SCT approved the Master Development Programs for each of our subsidiary concession holders for the 2015-2019 period. We allocated 82.3% of our investments for the 2015-2019 period to our Guadalajara, Tijuana, Los Cabos, Hermosillo, Puerto Vallarta and Guanajuato airports.

Our Master Development Programs are approved by the SCT for periods of five years, as stated in our Mexican concessions. We are required to comply with the five-year period investment obligations under the Master Development Programs, and the SCT may apply sanctions if we do not so comply. Recently, the SCT has reviewed our compliance on an annual basis. The SCT may choose to do this revision officially and apply sanctions on an annual basis if it determines that we have failed in our investment obligations. The SCT has certified our compliance with our Master Development Program through 2014. As of the date of this filing, the SCT has not completed our certification process for 2015, which we expect to obtain in the second quarter of 2016.

Mexican Aeronautical Services Regulation

The Mexican Airport Law directs the SCT to establish price regulations for services for which there is no competitive market, as determined by the Mexican Antitrust Commission. In 1999, the Mexican Antitrust Commission issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the SCT to establish regulations governing the prices that may be charged for airport services and access fees that may be charged to third parties rendering complementary services in our airports. On November 15, 1999, a new regulation, the Rate Regulation (Regulación Tarifaria), was incorporated within the terms of each of our Mexican concessions. This regulation provides a framework for the setting by the SCT of five-year maximum rates. See “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.

Regulated Revenues

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

Since January 1, 2000, all of our revenues from aeronautical services have been subject to a price regulation system established by the SCT. Under this price regulation system, the SCT establishes a maximum rate for each airport for every year in a five-year period. The maximum rate is the maximum

 

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amount of revenues per workload unit that may be earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one passenger, or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes. The combined maximum tariffs are expressed in workload units for each airport and were determined based on: (i) projected workload units; (ii) capital investments; and (iii) the operating expenses authorized for the five-year period in the Master Development Program.

The maximum tariffs for the five-year period are expressed in constant pesos and are adjusted by the rate of inflation according to the Mexican PPI, excluding petroleum, and by the efficiency factor at the end of any given year. Since the inflation rate for each applicable year, as measured in terms of the variation of the Mexican PPI, excluding petroleum, is not known at the beginning of the application of the maximum tariffs negotiated with the Mexican Directorate General of Civil Aviation, the adjustment for inflation is not included in the maximum rates set at the beginning of each five-year period. These adjusted tariffs will be applicable once they are published.

We are able to set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenues from regulated services at an airport do not exceed the maximum rate per workload unit at that airport. Each year, the SCT certifies that our regulated revenues divided by workload units are equal to or below the established maximum rate for the period. The SCT has reviewed our maximum rates and certified that we have not collected revenues in excess of the permitted level through 2014. The review for 2015 will take place during the second quarter of 2016. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic permit greater revenues overall within each five-year interval for which maximum rates are established.

In 2013, 2014 and 2015, approximately 69.2%, 70.8% and 66.8%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates (75.5%, 74.6% and 74.6%, respectively, of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services subject to price regulation under our maximum rates).

Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not regulated under our maximum-rate price regulation system and are therefore not subject to a ceiling under any regulation. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see “Item 5, Operating and Financial Review and Prospects – Classification of Revenues.”

Maximum Rates

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

 

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Maximum Rates for 2010 through 2014

In December 2009, the SCT set new airport maximum rates for the five-year period from January 1, 2010 through December 31, 2014. The following table sets forth the maximum rates for each of our airports under the Master Development Programs that went into effect as of January 1, 2010:

Previous Maximum Rates(1)

 

     Year ended December 31,  
     2010      2011      2012      2013      2014  

Guadalajara

     112.00         111.22         110.44         109.66         108.90   

Tijuana

     99.18         98.49         97.80         97.11         96.43   

Los Cabos

     143.14         142.14         141.14         140.16         139.17   

Puerto Vallarta

     137.91         136.94         135.98         135.03         134.09   

Hermosillo

     97.63         96.95         96.27         95.60         94.93   

Guanajuato

     130.69         129.77         128.87         127.96         127.07   

La Paz

     122.34         121.48         120.63         119.79         118.95   

Mexicali

     99.65         98.95         98.26         97.57         96.89   

Aguascalientes

     113.38         112.59         111.80         111.02         110.24   

Morelia

     136.01         135.06         134.11         133.17         132.24   

Los Mochis

     116.85         116.03         115.22         114.41         113.61   

Manzanillo

     128.37         127.47         126.58         125.69         124.81   

 

(1) Expressed in constant pesos as of December 31, 2007, and applying the efficiency factor described below under “Methodology for Determining Future Maximum Rates.”

Maximum Rates for 2015 through 2019

On December 23, 2014, the SCT set new airport maximum rates for the five-year period from January 1, 2015 through December 31, 2019 expressed in constant pesos as of December 31, 2012. On December 31, 2014, these rates were published in the Official Gazette of the Federation (Diario Oficial de la Federación). These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under “Special Adjustments to Maximum Rates.” The following table sets forth the maximum rates for each of our airports under the Master Development Programs that went into effect as of January 1, 2015:

Current Maximum Rates(1)

 

     Year ended December 31,  
     2015      2016      2017      2018      2019  

Guadalajara

     137.61         136.65         135.69         134.74         133.80   

Tijuana

     129.16         128.26         127.36         126.47         125.58   

Los Cabos

     184.07         182.78         181.50         180.23         178.97   

Puerto Vallarta

     177.91         176.66         175.42         174.19         172.97   

Hermosillo

     129.55         128.64         127.74         126.85         125.96   

Guanajuato

     160.57         159.45         158.33         157.22         156.12   

La Paz

     150.31         149.26         148.22         147.18         146.15   

Mexicali

     126.40         125.52         124.64         123.77         122.90   

Aguascalientes

     139.31         138.33         137.36         136.40         135.45   

Morelia

     167.10         165.93         164.77         163.62         162.47   

Los Mochis

     146.44         145.41         144.39         143.38         142.38   

Manzanillo

     160.88         159.75         158.63         157.52         156.42   

 

(1) Expressed in constant pesos as of December 31, 2012, and applying the efficiency factor described below under “Methodology for Determining Future Maximum Rates.”

Methodology for Determining Future Maximum Rates

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

 

    Projections for the following fifteen years of workload units, operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation. The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s Master Development Program for the following fifteen years;

 

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    Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality standards for services to be derived from the Master Development Programs;

 

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

 

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

 

    An efficiency factor to be determined by the SCT. The maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70% for both the five-year period from January 1, 2010, through December 31, 2014, and for the five-year period from January 1, 2015, through December 31, 2019.

Our Mexican concessions specify a discounted cash flow formula to be used by the SCT to determine the maximum rates that, given the projected earnings before interest, taxes, depreciation and amortization, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates. The maximum rates ultimately established by the SCT historically have resulted from a negotiation between the SCT and us regarding these variables. Once the maximum rates are established, they must be adjusted each year by the efficiency factor and by the Mexican PPI, excluding petroleum. Also, once the maximum rates are established based in part on the capital expenditures included in our Master Development Programs, the capital expenditures must be adjusted according to the Mexican PPI’s construction price index.

The concessions provide that each airport’s reference values and discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the SCT or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we are able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for any shortfall.

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the SCT may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in Mexico. On January 1, 2016, the daily minimum wage in Mexico City was Ps.73.04. As a result, the maximum penalty at such date could have been approximately Ps.3.7 million (U.S.$212.4 thousand) per airport.

As established by the SCT, the calculation of workload units does not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of cargo.

 

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Special Adjustments to Maximum Rates

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

 

    Change in law or natural disasters. A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds would be approved.

 

    Macroeconomic conditions. A concession holder may request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican gross domestic product in a twelve-month period, the workload units processed in the concession holder’s airport are less than those projected when its Master Development Program was approved. To grant an adjustment under these circumstances, the SCT must have already allowed the concession holder to decrease its projected capital improvements under its Master Development Program as a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds would be approved.

 

    Increase in concession tax under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved.

 

    Failure to make required investments or improvements. The SCT annually reviews each concession holder’s compliance with its Master Development Program (including the provision of services and the making of capital investments). If a concession holder fails to satisfy any of the investment commitments contained in its Master Development Program, the SCT is entitled to decrease the concession holder’s maximum rates and assess penalties.

 

    Excess revenues. In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the SCT is also entitled to assess penalties against the concession holder.

Other Regulation of Mexican Concessions and Concession Assets

Ownership Commitments and Restrictions

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

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

 

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

Reporting, Information and Consent Requirements

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

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

 

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

 

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

 

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

 

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

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

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

Termination of Concessions

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

 

    the expiration of its term;

 

    its surrender by the concession holder;

 

    the revocation of the concession by the SCT;

 

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

 

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

 

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

 

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

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

Revocation of Concessions

A concession may be revoked by the SCT under certain conditions, including:

 

    the failure by a concession holder to operate, maintain and develop an airport pursuant to the terms established in the concession;

 

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

 

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

 

    any alteration of the nature or condition of an airport’s facilities without the authorization of the SCT;

 

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

 

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

 

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

 

    failure to own at least 51% of the capital stock of subsidiary concession holders;

 

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

 

    total or partial interruption of the operation of an airport or its airport or complementary services without just cause;

 

    the failure to maintain an airport’s facilities;

 

    the provision of unauthorized services;

 

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

 

    charging prices higher than those registered with the SCT for regulated services or exceeding the applicable maximum rate;

 

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

 

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

The SCT is entitled to revoke a concession without prior notice as a result of the first six events described above. Regarding the other violations listed above, violations may result in revocation of a concession only if sanctions have been imposed at least three times with respect to the same violation.

Pursuant to the terms of our Mexican concessions, in the event the SCT revokes one of our Mexican concessions, it is entitled to revoke all of our Mexican concessions.

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

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

The Mexican Airport Law provides that a sanction of up to 200,000 times the minimum daily wage in Mexico may be assessed for a failure to comply with the law or terms of a concession. Such sanction may be duplicated in the event of reiterative failures to comply. As a result, the maximum penalty on January 1, 2016, was Ps.14.6 million (U.S.$849.6 thousand) for an individual failure to comply.

Consequences of Termination or Revocation of a Concession

Upon termination, whether as a result of expiration or revocation, the real estate and fixtures that were the subject of the concession automatically revert to the Mexican government. In addition, upon termination, the Mexican federal government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the SCT. Alternatively, the Mexican government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder. In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser appointed by the Mexican government.

The Mexican Communications Law, however, provides that upon expiration, termination or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government, at no cost and free of any liens or other encumbrances. There is substantial doubt as to

 

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whether the provisions of our Mexican concessions would prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our Mexican concessions the assets used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Mexican Concessions

The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The Federal Competition Commission has the power, under certain circumstances, to prohibit a party from bidding and to cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:

 

    any person who holds a permit to operate a civil aerodrome and intends to transform the aerodrome into an airport so long as: (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession;

 

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

 

    a current concession holder when it is in the public interest for its airport to be relocated;

 

    entities in the federal public administration; and

 

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

Mexican Environmental Regulation

Legislative Framework

Our operations are subject to Mexican federal, state and municipal laws and regulations relating to the protection of the environment. The major federal environmental laws applicable to our operations are: (i) the General Law of Ecological Balance and Environmental Protection (Ley General de Equilibrio Ecológico y Protección Ambiental, or the “General Environmental Law”) and its regulations, which are administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and enforced by the Ministry’s enforcement branch, the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente); (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos, or the “Law on Waste”), which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Office for the Protection of the Environment; and (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission (Comisión Nacional del Agua), also a branch of the Ministry of the Environment and Natural Resources.

Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, land use, soil contamination, noise control, hazardous waste, environmental audits

 

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

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

In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), or “NOMs,” which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and the General Law of Ecological Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente), establish limits on air emissions, waste water discharges, the generation, handling and disposal of hazardous waste and noise control, among other matters.

The General Environmental Law and Law on Waste establish the main policies for soil remediation. Remediation standards and procedures are gradually beginning to be implemented through NOMs.

Although not enforceable, the internal administrative criteria on soil contamination of the Federal Office for the Protection of the Environment are widely used as guidance in cases where soil remediation, restoration or clean-up is required.

The Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente) are the responsible regulators. The Federal Office for the Protection of the Environment can bring administrative, civil and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities and impose a variety of sanctions. Companies in Mexico are required to obtain proper authorizations, licenses, concessions or permits from competent environmental authorities for the performance of activities that may have an impact on the environment or that may constitute a source of contamination. Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Ministry of the Environment and Natural Resources, the Federal Office for the Protection of the Environment and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.

Prior to the opening of Mexico’s airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits had to be performed at each of our airports. Based on the results of these audits, the Federal Office for the Protection of the Environment issued recommendations for improvements and corrective actions to be taken at each of our airports. In connection with the transfer of the management of our airports from our predecessor, we entered into environmental compliance agreements with the Federal Office for the Protection of the Environment on January 1, 1999, and July 12, 2000, pursuant to which we agreed to comply with a specific action plan and adopt specific actions within a determined time frame.

 

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

In June 2013, a decree was published in the Official Gazette of the Federation (Diario Oficial de la Federación) issuing the Federal Environmental Responsibility Law (Ley Federal de Responsabilidad Ambiental). As part of the Federal Environmental Responsibility Law, various provisions were amended, added and revoked of the General Law of Ecological Equilibrium and Protection of the Environment, the General Law of Wildlife, the General Law for the Comprehensive Prevention and Waste Management, the General Law for Sustainable Forest Development, the National Water Act and the Federal Criminal Code, among others, to the effect that any person or company whose acts or omissions directly or indirectly causes harm to the natural environment, is obligated to repair the environmental damage, or when reparation is not possible, to compensate for the harm, and undertake any necessary actions to avoid increasing the harm. A second general aspect of this reform is the creation of expanded standing so that individuals, including Mexican environmental non-profits, may initiate lawsuits for the protection of property that they do not directly own.

During 2015, we completed a review of our environmental management system at each of our airports. Six of our airports are certified under the ISO 14001:2004 environmental management systems standard, and all of our airports are certified under the ISO 9001 System Quality Management standard.

All of our airports are certified to at least level 2 by DGAC, the Mexican civil aviation authority, on Safety Management System procedures. Our Puerto Vallarta, Tijuana, Los Cabos, Hermosillo and La Paz airports are certified with ICAO aerodrome certification and we expect to obtain certification at least for our Guanajuato airport during 2016.

Liability for Environmental Noncompliance

The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our Mexican concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998, and for any failure by ASA prior to November 1, 1998, to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. Although there can be no assurance, we believe that we are entitled to indemnification for any liabilities related to the actions our predecessor was required to perform or refrain from performing under applicable environmental laws and under its agreements with environmental authorities. For further information regarding these liabilities, see Note 28 to our audited consolidated financial statements.

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

 

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Sources of Jamaican Regulation

The following are the principal laws, regulations and instruments that govern our business in Jamaica and the operation of the Montego Bay airport as a concession by MBJA:

 

    the Jamaican Income Tax Act, enacted January 1, 1955;

 

    the Jamaican Civil Aviation Act, enacted June 1, 1966;

 

    the Jamaican Airports Authority Act, enacted July 31, 1974;

 

    the Jamaican Airports (Economic Regulation) Act, enacted December 31, 2002;

 

    the Jamaican Assets Tax (Specified Bodies) Act, enacted January 2, 2003;

 

    the Jamaican Companies Act, enacted February 1, 2005; and

 

    the concession that entitles MBJA to operate Montego Bay International Airport, which was granted on April 3, 2003 and came into force on April 12, 2003.

Legislation specifically applicable to the operation of airport concessions and airports in Jamaica are the Jamaican Civil Aviation Act, the Jamaican Airports Authority Act and the Jamaican Airports (Economic Regulation) Act, and each of their respective subsidiary legislation and regulations. In addition, MBJA is subject to all applicable laws and regulations related to the operation of a private limited company in Jamaica.

The Jamaican Civil Aviation Act and the regulations thereunder provide the general framework regulating air transportation and establish the JCAA, under the authority of the MTW, to oversee safety and security, provide air navigation services and regulate aviation industry prices. The Jamaican Civil Aviation Act’s stated intent is to promote the development of air transport in Jamaica.

In 1974, the Jamaican Airports Authority Act transferred to the AAJ, an independent government agency, the concessions for Jamaica’s two international airports – the Montego Bay airport and the international airport serving Kingston, the Jamaican capital, on the southern coast. The AAJ continues to own both airports. However, while it operates the Kingston airport through a wholly owned subsidiary, the AAJ divested operational responsibility for the Montego Bay airport when it privatized the concession through a public bidding process in 2003. At that time, MBJA became the new operator of the Montego Bay airport, with responsibility for the daily management and capital development of the airport facility under a 30-year concession agreement from April 12, 2003.

The Jamaican Airports (Economic Regulation) Act of 2002 establishes the framework for the economic regulation of Jamaica’s airports and governs the provision of services or facilities at the international airports for the purposes of landing, parking, fueling, servicing or taking off of aircraft and handling passengers, baggage and cargo at the airport. The act allows the MWT to levy airport improvement fees, and authorizes the JCAA to regulate airport charges and deal with public interest issues such as anti-competitive behavior and accounting transparency. Airport operators must submit to the JCAA an application for permission to levy airport charges on airlines and passengers. Permission holders routinely must also provide the JCAA their annual accounts and schedules of airport charges.

Once permission has been granted, permission holders must pay JCAA fees to meet the cost of airport regulation, which are reviewed annually in consultation with permission holders.

 

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Jamaican Regulatory Agencies

The regulatory agencies overseeing the operation of airports and airport concessions are the JCAA and the AAJ:

 

    Jamaica Civil Aviation Authority. The JCAA is a statutory organization under the MTW, which regulates the Jamaican aviation industry, including oversight of safety and security, provision of air navigation services and regulation of aviation industry prices. The JCAA is the agency empowered to grant the Montego Bay airport its required annual permits and licenses, except for the Aerodrome License, which is granted by the MTW, and to approve or reject the regulated charges proposed by MBJA for the Montego Bay airport.

 

    Airports Authority of Jamaica. The AAJ is an independent statutory body established by the Jamaican Airports Authority Act with responsibility for the nation’s commercial and civil airports. In addition to owning and operating the concession for the Kingston airport, the AAJ owns the Montego Bay airport concession assets and provides contract administration for the concession agreement granted to MBJA to operate and manage the Montego Bay airport situated on lands owned by it. Under the concession agreement, the AAJ conducts regular performance reviews and other contract administration oversight functions. In addition, the AAJ obligates MBJA to hold a biannual airport forum to provide the Montego Bay airport’s stakeholders with the opportunity to provide progress reports and issues pertinent to them.

The Montego Bay Airport Concession

On April 3, 2003, MBJA entered into a 30-year concession agreement with the AAJ, which began on April 12, 2003, to operate the Montego Bay airport in accordance with the concession agreement and relevant legislation. MBJA pays both monthly and annual concession taxes to the Jamaican government to allow it to use and develop the assets subject to the concession. At the end of the concession’s term, MBJA will transfer these concession assets back to the AAJ. See “Item 5, Operating and Financial Review and Prospects – Overview – Operating Costs – Concession Taxes – Jamaican Concession Taxes.”

MBJA’s Obligations as Concessionaire

Under the terms of the concession agreement, the concession holder is responsible for the maintenance, operation and development of the airport, including the management of day-to-day operations in keeping with specific performance criteria and prescribed international standards, in order to render airport, complementary and commercial services. As such, MBJA’s general obligations as concession holder are thus to: operate and manage the airport in compliance with applicable law; provide airport, complementary and commercial services; report on accounts, financial records, traffic and performance levels; and carry out the capital investments proposed in the Capital Development Program and maintain and develop the tangible concession assets.

 

    Licensing Requirements. “Material License” in the concession agreement means any permission, consent, license or approval that MBJA must hold or obtain by any applicable law in order to operate and manage the airport and provide airport services, including the Aerodrome License from the MTW, the Aerodrome Certificate from the JCAA and the JCAA’s permission to levy airport charges. A revocation of the JCAA’s permission to levy airport charges for cause attributable to MBJA, or the failure to renew any other Material License within 30 days of revocation for cause attributable to MBJA, is considered an event of default under the concession agreement.

 

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    Required Services. The concession requires MBJA to provide the following airport, complementary and commercial services at the Montego Bay airport:

 

    handling of aircraft on land (including the movement, parking, maintenance and storage of aircraft and the supply of fuel, catering and other provisions to aircraft, but excluding directing aircraft from the landing strip and taxiways to the ramp);

 

    handling of passengers, baggage, cargo, mail and other freight, including transfer to and from aircraft,

 

    emergency and security facilities, equipment, personnel and services;

 

    information services, car parking and refreshments for passengers;

 

    ground transportation and transfer options;

 

    leasing and management of the airport site; and

 

    supply of consumer goods and services (including currency exchange services);

 

    Reporting Requirements. Under the terms of the concession, MBJA is obligated to:

 

    monitor and report on service levels achieved in respect of specified service areas;

 

    provide quarterly unaudited financial statements and an annual report and audited financial statements, together with copies of all related directors’ and auditors’ reports;

 

    provide semi-annual (or more frequently if required by and supplied to lenders on a more frequent basis) cash flow statement in respect of the Capital Development Program; and

 

    provide preliminary proposals as to yearly financing arrangements and an annual business plan; and

 

    provide records of all passengers and freight using or passing through the airport as frequently as the AAJ may require.

 

    Capital Investment Requirements. Every five-year period, MBJA is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges as justified by a Capital Development Program consisting of a proposal for increases in maximum regulated charges justified by five-year estimates for traffic growth and investment commitments (including capital expenditures for capital projects and required maintenance at the Montego Bay airport). Under the terms of the concession agreement, upon the JCAA’s approval of a proposal for price increases, MBJA has a commitment to fulfill the estimated capital expenditures in the Capital Development Program.

The AAJ remains the owner of the land upon which the airport is sited, as well as the physical assets subject to the concession. MBJA is required to maintain and manage the airport concession with the intent that AAJ or a successor operator would be able to take over the operation and management of the airport business at any time, including through the use of all reasonable endeavors to ensure that the AAJ or such other successor airport operator would have immediate access to all of its airport employees and assets. Following a termination of the concession, MBJA is obligated to return to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport.

 

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AAJ Consent Requirements

Under the concession agreement, MBJA requires the consent of the MTW and the AAJ if it wishes to expand its services into any business, activity, facility or service not permitted by the definition of “core airport services” in the concession agreement, which consent shall not be unreasonably withheld.

MBJA also requires the consent of AAJ to:

 

    hold any shares, participation or any other ownership interest in any other undertaking (except for investments, including deposits, in the ordinary course of treasury management of the airport business);

 

    enter into contracts or arrangements other than for the purpose of carrying on the airport business or other than on arm’s length terms;

 

    enter into contracts imposing obligations or liabilities upon MBJA which will not be fully performed or discharged prior to the expiry of the concession period; and

 

    amend, vary or supplement (or grant a waiver in respect of) certain financing documents related to the concession agreement.

AAJ’s Rights to Step In, Terminate or Grant a New Concession

As owner of the concession assets, the AAJ is entitled, upon seven days’ notice (or sooner in case of emergency) and for so long as may be required, to expel MBJA from all or part of the airport site or to take over or take steps to carry on the operation and management of the airport or provision of airport services when:

 

    any MBJA event of default has occurred and is continuing and any cure period provided therefor has expired without the event or circumstance being cured;

 

    traffic at the airport will be materially disrupted and MBJA is unable or unwilling to resolve the disruption promptly;

 

    members of the public are unable to use the airport or its facilities safely and MBJA is unable or unwilling to resolve the problem promptly; or

 

    there is a material threat to national security or any other national emergency occurs (whether involving hostilities or otherwise).

Upon a step-in by the AAJ, the AAJ will account to MBJA for any revenues collected during the step-in period. Where the AAJ exercises its right to step in pursuant to any uncured MBJA event of default or because traffic at the airport will be materially disrupted and MBJA is unable or unwilling for any reason to resolve the disruption, MBJA is required to bear all costs and expenses associated with the AAJ exercise of step-in, but not consequential losses. MBJA is not liable for costs if there is step-in by the AAJ because of a material threat to national security.

The AAJ may terminate the concession agreement with MBJA upon an event of default on the part of MBJA, after which the AAJ must provide notice of its intention to serve a written termination notice and conduct up to 30 days of good-faith consultations to avoid termination, during which MBJA

 

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fails to cure the event of default. Regardless of cause for termination, a termination fee is due to MBJA upon termination or revocation of the concession, and the concession agreement limits the AAJ’s liability to such termination fee. However, the payment terms of the termination fee depend upon the cause: upon an event of default on the AAJ’s part, the termination fee is payable by the AAJ within three months, with an option to extend for up to twelve months with default interest, while if the event of default is on MBJA’s part, the termination fee is payable by the AAJ in installments within twelve months.

The Jamaican government may grant new concessions to manage, operate, develop and construct airports. In the concession agreement, MBJA acknowledges that the AAJ may also wish, at the expiry or termination of the 30-year concession period, to invite persons to tender for the right to provide all or some of the airport services at the Montego Bay airport. MBJA may participate in such tenders, if interested, except to the extent that there has been an event of default attributable to the insolvency of MBJA’s shareholders, in which case MBJA would be disqualified from participating. However, in preparation for such tendering process, and regardless of whether MBJA intends to participate in the tender, MBJA would be obligated to provide access to employees, assets, books and records related to the airport business, and may not in any way prejudice or frustrate the transfer of the airport business. The concession agreement sets out the handback procedures to be observed as the end of the concession period approaches and the dispute resolution mechanism for addressing objections by either party regarding the handback. Under the agreement, MBJA commits to assisting and advising the AAJ or any successor operator (subject to payment of reasonable remuneration and reasonable costs and expenses) in providing and operating the airport for up to six months following completion of the handover, and must post a bond equivalent to the cost of the handback works for the six-month period.

Jamaican Aeronautical Services Regulation

In Jamaica, charges levied on airlines and passengers are regulated by the JCAA using a price cap mechanism based on a forecast return on assets. Permission for any increase in the levy of regulated charges, which include passenger charges, aircraft landing and parking charges, passenger walkway charges and airport security charges, must be granted by the JCAA. The first review period began with the concession on April 12, 2003 and concluded in November 2014 with the determination of new charges effective April 1, 2015. For example, maximum passenger charges increased from U.S.$8.50 per departing passenger to U.S.$19.34 per departing passenger. Thereafter, regulated aeronautical charges will be reviewed every five years, with charges adjusted by U.S. CPI annually.

The Airports (Economic Regulation) Act and the related Airport Expansion Fund Agreement require the airlines operating at the Montego Bay airport to charge an AIF, a fee of U.S.$5 per embarking international passenger, on behalf of MBJA and to deposit the fees on a monthly basis in a trust account controlled by the MTW. Subject to the MTW’s approval, MBJA may use these funds for additional capital investments not included in the Capital Development Program, as well as for interest expenses relating to the financing thereof. MBJA is required to commit to such new investments in exchange for the right to use the AIF funds. The MTW approval of collection of AIF funds at the Montego Bay airport was renewed on February 25, 2015 for the period until April 11, 2030, unless otherwise revoked. However, because the MTW’s prior approval of MBJA’s use of AIF funds for specified capital investments expired on April 11, 2015 and has not yet been renewed, MBJA is not currently authorized to use any further AIF funds collected after April 11, 2015. MBJA is currently in discussions with the MTW regarding use of AIF funds.

See “Item 5, Operating and Financial Review and Prospects – Overview – Classification of Revenues – Aeronautical Revenues.”

 

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Other Regulation of Jamaican Concessions and Concession Assets

Jamaican Companies Act Restrictions

MBJA was incorporated as a limited liability company to enter into and carry out the terms of the concession with respect to the development, financing, management and operation of the Montego Bay airport.

MBJA’s constitutive documents bar the transfer of shares in MBJA to passenger or cargo airlines or persons broadly connected to them, other than AAJ or the Jamaican government. Under the shareholders’ agreement between DCA and Vantage, any transfer of MBJA shares to non-affiliates is subject to a right of first refusal.

Reporting Requirements

Pursuant to the regulations under the Jamaican Civil Aviation Act, airport operators must report on compliance with operating procedures and safety measures. MBJA, as airport operator, is required to report to the JCAA any changes in conditions or other hazardous circumstances or occurrences at the airport, including: any reduction in the level of service or closure of any part of the movement area; any obstacle, obstruction or hazard; and any other condition that could affect aviation safety, as well as and what precautions are deemed warranted. MBJA is also obligated to provide reports to the JCAA on the results of internal audits of its safety management system, including inspections of the airport facilities and equipment and of the airport operator’s own administrative functions.

MBJA must report to the Jamaican government the number of passengers paying AIF and the amount of each transfer of AIF made during the previous month.

As a Jamaican registered company, MBJA is also required to file an annual report with the Jamaican government’s companies registry identifying changes in the ownership or management structure and notifying the registrar of any share transactions and changes in the value of shares during the prior year.

Jamaican Environmental Regulation

Operations at the Montego Bay airport are subject to Jamaican laws and regulations relating to the protection of the environment. The major environmental law applicable to these operations is the National Resources Conservation Authority Act, which establishes the National Resources Conservation Authority (now part of the National Environmental Protection Agency) under the Jamaican Ministry of Water, Land, Environment and Climate Change, and its subsidiary legislation and regulations. Under the act, regulations have been enacted concerning discharge of pollutants into Montego Bay Marine Park’s waters, discharge and treatment of wastewater and sludge, safe storage of fuels and responses to industrial emergencies involving hazardous materials.

Other environmental laws of particular relevance to the Montego Bay airport’s operations are: the Noise Abatement Act, aimed at controlling noise (but with no specific reference to aeronautical noise), the Beach Control Act, addressing access to the shoreline; the Watersheds Protection Act, addressing water resource and soil conservation practices; and the Wild Life Protection Act, specifying protected species of fauna. Other related regulations are the Town and Country Planning Act, Public Health Act, National Solid Waste Management Act, Water Resources Act and Clean Air Act.

The legal framework of environmental liability applicable to the Montego Bay airport’s operations is generally outlined above. The level of environmental regulation in Jamaica has increased in recent years, and the enforcement of environmental laws is becoming more stringent. For example, the National Solid Waste Management Act and the Water Resources Act each carry certain penalties of J$ 1 million. We expect this trend to continue, but we do not expect that compliance with Jamaican environmental laws currently in effect will have a material adverse effect on MBJA’s results of operations or our financial condition. However, there can be no assurance that environmental regulations or the enforcement thereof will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition.

 

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ORGANIZATIONAL STRUCTURE

We have sixteen subsidiaries in Mexico: one operating subsidiary for each of our twelve Mexican airports; two subsidiaries (SIAP and CORSA) that provide administrative and operational services; one subsidiary (PCP) that provides parking services across our twelve Mexican airports; and one non-profit foundation (Fundación GAP). We have one Spanish subsidiary (DCA) that holds our 74.5% stake in our Jamaican operating subsidiary (MBJA) for the Montego Bay airport. We also have a holding company subsidiary in Brazil, GA del Pacífico Participações do Brasil LTDA, established in 2010 but thus far remaining inactive and with no capital contributions.

The following table sets forth our subsidiaries as of December 31, 2015:

 

Name of Company

  Jurisdiction
of Organization
  Percentage
Owned (1)
 

Description

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

  Mexico   100%   Holder of concession for Guadalajara International Airport

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

  Mexico   100%   Holder of concession for Tijuana International Airport

Aeropuerto de Puerto Vallarta, S.A. de C.V.

  Mexico   100%   Holder of concession for Puerto Vallarta International Airport

Aeropuerto de San José del Cabo, S.A. de C.V.

  Mexico   100%   Holder of concession for Los Cabos International Airport

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

  Mexico   100%   Holder of concession for Hermosillo International Airport

Aeropuerto del Bajío, S.A. de C.V.

  Mexico   100%   Holder of concession for Guanajuato International Airport

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

  Mexico   100%   Holder of concession for Morelia International Airport

Aeropuerto de La Paz, S.A. de C.V.

  Mexico   100%   Holder of concession for La Paz International Airport

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

  Mexico   100%   Holder of concession for Aguascalientes International Airport

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

  Mexico   100%   Holder of concession for Mexicali International Airport

Aeropuerto de Los Mochis, S.A. de C.V.

  Mexico   100%   Holder of concession for Los Mochis International Airport

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

  Mexico   100%   Holder of concession for Manzanillo International Airport

Desarrollo de Concesiones Aeroportuarias, S.L.U.

  Spain   100%   Holder of 74.5% stake in MBJA

MBJ Airports Limited

  Jamaica   74.5%   Holder of concession for Montego Bay International Airport

Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.

  Mexico   100%   Provider of administrative services to our other subsidiaries

Corporativo de Servicios Aeroportuarios, S.A. de C.V.

  Mexico   100%   Provider of operational services to our other subsidiaries

Puerta Cero Parking, S.A. de C.V.

  Mexico   100%   Provider of car parking administration services to our other subsidiaries

GA del Pacífico Participações do Brasil LTDA

  Brazil   100%   Holding company for other acquisitions (incorporated in 2010; not operational through the date of this filing)

Fundación Grupo Aeroportuario del Pacífico, A.C.

  Mexico   100%   Non-profit company incorporated in 2013 to manage charitable donations and social welfare activities

 

(1) We directly hold 99.99% of the shares in each of our Mexican operating subsidiaries. The remaining shares of SIAP are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other Mexican subsidiaries are held by SIAP. As a result, we directly or indirectly hold 100% of the shares of each of our subsidiaries except MBJA.

 

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PROPERTY, PLANT AND EQUIPMENT

Our corporate headquarters are located in Guadalajara, Jalisco. We lease the office space for our corporate headquarters, located on the third, fifth and sixth floors of Torre Pacífico, from Guadalajara World Trade Center. In addition to our corporate offices in Guadalajara, we also lease office space in Colonia Los Morales, in Mexico City from third parties.

Pursuant to the Mexican National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures in our Mexican airports are owned by the Mexican government. Each of our Mexican concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 50 years. The option to extend a concession is subject to our acceptance of any changes to such concession that may be imposed by the SCT and our compliance with the terms of our current concessions. Upon expiration of our Mexican concessions, the concession assets automatically revert to the Mexican government, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, except for those caused by normal wear and tear.

Pursuant to MBJA’s concession agreement, the AAJ remains the owner of the land upon which the Montego Bay airport is sited, as well as the physical assets subject to the concession. MBJA’s concession for the Montego Bay airport is scheduled to terminate in 2033. Upon expiration of the Montego Bay airport concession, MBJA is obligated to hand back to the AAJ the facilities and services ordinarily provided or reasonably incidental to the operation of the airport.

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events. Our Mexican airports carry a general Ps.2.25 billion insurance policy covering damage to our assets and infrastructure and a U.S.$500 million insurance policy covering personal and property damages to third parties. Since August 1, 2003, our Mexican airports are covered by a Ps.500 million insurance policy covering damage to our property resulting from terrorist acts and a U.S.$150 million insurance policy covering personal and property damage to third parties resulting from terrorist acts. The Montego Bay airport carries a U.S.$330 million insurance policy covering property damage and business interruptions and losses and a U.S.$100 million insurance policy covering damage resulting from any single terrorist event. The Montego Bay airport also carries a U.S.$750 million annual insurance policy covering personal and property damage to third parties.

 

Item 4A. Unresolved Staff Comments

None.

 

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with, and is entirely qualified by reference to, our consolidated financial statements prepared in accordance with IFRS, as issued by IASB, and the notes to those financial statements, which are included elsewhere in this annual report. It does not include all of the information included in our consolidated financial statements. You should read our consolidated financial statements to gain a better understanding of our business and our historical results of operations.

As a result of our acquisition of DCA in April 2015, our consolidated financial and operating information for the fiscal year ended December 31, 2015 includes the consolidation of MBJA from April 1, 2015. Therefore, financial and operating information for the fiscal year ended December 31, 2015 may not be directly comparable with financial and operating information for prior fiscal years.

 

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OVERVIEW

We operate twelve airports in the Pacific and Central regions of Mexico pursuant to concessions granted by the Mexican government and one airport in Jamaica pursuant to a concession granted by the Jamaican government. The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. For example, in 2013, 2014 and 2015, approximately 69.2%, 70.8% and 66.8%, respectively, of our total revenues were derived from aeronautical services (in 2013, 2014 and 2015, aeronautical services represented 75.5%, 74.6% and 74.6%, respectively, of the sum of our aeronautical and non-aeronautical revenues). Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volumes at our airports. Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the SCT and JCAA, respectively. The system of price regulation that applies to our aeronautical revenues allows us to charge up to a maximum rate for each unit of traffic volume (which is measured in workload units) at each airport. Thus, increases in aeronautical services, such as passenger and cargo volume, and therefore the number of workload units that we handle, generate greater revenues.

We also derive revenue from non-aeronautical activities, principally related to the commercial services offered at our airports, such as the leasing of space to restaurants, retailers and service providers. Revenues from non-aeronautical activities are not subject to the system of price regulation established by the SCT and JCAA, respectively. Thus, our non-aeronautical revenues are primarily affected by the passenger volume at our airports and the mix of commercial services offered at our airports, the contracts that we have with the providers of those commercial services and our ability to increase the rates we charge to those service providers. While we expect that aeronautical revenues will continue to represent a majority of our future aeronautical and non-aeronautical revenues, growth of our revenues from commercial activities generally has exceeded, and we expect will continue to exceed, the growth rate of our aeronautical revenues. As a result, in recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Guanajuato, Tijuana, Manzanillo, Morelia and La Paz international airports. Similarly, we intend to redesign and expand the space available to commercial activities in our other airports’ terminals. We also expect to continue renegotiating agreements with terminal tenants to be more consistent with market practices and to recover the rights to non-aeronautical businesses at our airports previously or currently operated by third parties and developing new sources of non-aeronautical revenues through the direct operation of certain businesses such as our VIP lounges, advertising, convenience stores and car parking lots, among others. Also, see “Item 4, Business Overview – Our Sources of Revenues – Non-Aeronautical Services – Recent Expansion and Development of Commercial Areas.”

Traffic at our airports has been adversely affected by increased levels of competition as a result of the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, the Dominican Republic and other Caribbean islands and destinations in Central America. In addition, we expect increased competition as a result of the government granting new concessions or amending existing permits for other airports that may compete with our airports. For more information, see “Item 3, Risk Factors – Risks Related to Our Operations – Competition from other tourist destinations could adversely affect our business” and “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – The Mexican and Jamaican governments could grant new concessions that compete with our airports.

Recent Developments

Acquisition of DCA

On April 20, 2015, we completed a transaction with Abertis for the acquisition of 100% of the shares of DCA. The acquisition was the result of a private and confidential bidding process among various participants, leading to an agreement with Abertis for transfer of DCA to us for a total of U.S.$192.0 million.

 

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DCA has a 74.5% stake in MBJA, the entity that holds the concession to operate, maintain and utilize Montego Bay International Airport in Jamaica for a period of 30 years beginning April 12, 2003. The Montego Bay airport is Jamaica’s main airport, located in the city of Montego Bay, in the center of the tourist corridor between Negril and Ocho Rios, where 90% of the islands hotel capacity is located. See “Item 3, Risk Factors – Risks Related to Jamaica.”

Vantage Airport Group Limited, a Canadian 50/50 joint venture between Citi Infrastructure Investors and the airport authority that operates the Vancouver international airport, owns the remaining 25.5% stake in MBJA. Based on our and Vantage’s experience in the airport sector, we believe that this cooperation will strengthen MBJA, benefitting it in terms of both operations and profitability.

MBJA uses the U.S. dollar as its functional currency, and its financial statements are prepared in accordance with IFRS. As a result, consolidation of MBJA’s financial statements with GAP’s financial statements do not require any substantial changes.

DCA also holds a 14.77% stake in SCL, the operator of the international terminal in Santiago de Chile until September 30, 2015. On September 30, 2015, the concession to operate the Santiago de Chile airport expired, consequently, those assets were immediately returned to the Chilean government and the new operator. Pursuant to the concession agreement, there is a one-year period after delivery of the concession assets during which the concessionaire remains responsible for any latent defects in those assets. After this period and a subsequent one-year period, SCL shall be liquidated in accordance with Chilean corporate and tax regulations. We expect to recover approximately Ps.85.0 million, through dividends and capital repayments from SCL in 2016 and 2017.

We financed 100% of the acquisition of DCA via bridge loans with external sources provided by Scotiabank and BBVA Bancomer. On September 24, 2015, we signed two new long-term loan agreements, also with Scotiabank and BBVA Bancomer, for the refinancing of the bridge loans.

At their annual general meeting on June 30, 2015, MBJA’s shareholders approved a dividend payment of U.S.$26.0 million to be distributed pro rata amongst the shareholders. Accordingly, on September 17, 2015, MBJA paid dividends of approximately U.S.$19.4 million to DCA and U.S.$6.6 million to Vantage.

Fluctuation of the Peso

International passengers and international flights pay tariffs denominated in U.S. dollars. However, in Mexico, these tariffs are generally invoiced and collected in Mexican pesos. Because such tariffs are invoiced taking into account the average of the exchange rate for the 30 days prior to the date of a flight, a significant depreciation of the peso during the final two months of any year could result in our exceeding our maximum rates, which would be a violation of our concession. If a significant depreciation in the peso occurred, we could be required to issue rebates to airline customers to avoid exceeding our maximum rates. On the other hand, a significant appreciation in the peso could result in us invoicing substantially less than our maximum rate per workload unit. We do not have any means of recovering lost revenue if we charge less than the maximum rate as a result of a significant appreciation in the peso. We attempt to set our U.S. dollar-denominated tariffs so as to avoid exceeding our maximum rates while attempting to charge as close to the maximum rate as possible. Since the beginning of our Mexican concessions, fluctuations in the peso have not caused us to exceed our maximum rates or required us to issue rebates to avoid exceeding our maximum rates.

 

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As long as we are able to ensure that our revenues do not exceed our maximum rates as discussed above, the depreciation in the peso has a positive effect on our revenues from a commercial and aeronautical operations perspective while appreciation in the peso has a negative effect. Tariffs on international passengers and international flights and some of our contracts with commercial services providers are denominated in U.S. dollars, but only in the case of charges for international passengers and international flights are charges invoiced and collected in Mexican pesos. Therefore, depreciation in the peso against the U.S. dollar results in us collecting more pesos than before the depreciation, whereas appreciation of the peso results in us collecting fewer pesos, which may result in lower commercial revenues in the future, especially if the appreciation continues unabated or surpasses historic levels of appreciation. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a result of the depreciation of the peso or as a result of other factors.

The peso depreciated from Ps.12.96 per U.S. dollar on December 31, 2012 to Ps.13.10 per U.S. dollar on December 31, 2013. In 2014, the peso again depreciated, reaching Ps.14.75 per U.S. dollar on December 31, 2014. In 2015, the peso depreciated, reaching Ps.17.20 per U.S. dollar on December 31, 2015. On April 8, 2016, the exchange rate was Ps.17.76 per U.S. dollar.

New Maximum Tariffs, Master Development Programs and Capital Development Program

On December 29, 2014, new maximum tariffs and Master Development Programs were published for the five-year period between 2015-2019 for our Mexican airports. The combined maximum tariffs are expressed in workload units for each airport, and were determined by the SCT based on traffic projections, operating costs and capital investments included in the Master Development Programs, as well as in accordance with pre-determined parameters for the calculation of the maximum tariff set forth in the concession for each airport.

We allocated 82.3% of our investments for the 2015-2019 period to our Guadalajara, Tijuana, Los Cabos, Hermosillo, Puerto Vallarta and Guanajuato airports. The investments of the new Master Development Program for the 2015-2019 period represent the fourth investment period within the terms of the concession, assume an increase of over 60% for the period 2010-2014 and reflect the highest investment amounts committed to date.

On November 18, 2014, new maximum regulated charges were authorized for April 1, 2015 through March 31, 2020 for the Montego Bay airport. The maximum regulated charges were determined by the JCAA based on traffic projections, operating costs and capital investments included in the new Capital Development Program.

Tax Reforms

Beginning in 2014, significant changes to tax laws applicable in Mexico came into force, with substantial effects for Mexican taxpayers (as published in the Official Gazette on December 11, 2013, the “2014 Fiscal Reform”). With respect to the Income Tax Law, some of the more favorable tax provisions were limited: the maximum income tax rate for individuals was increased from 30% to 35%; a new 10% withholding tax for dividends and capital gains paid to non-Mexican and to individual holders was imposed, which includes any gain on the sale of shares or ADSs by any holder, even if the transaction is carried out through the Mexican Stock Exchange or other approved securities markets; and companies’ deductible expenses regarding exempt payments to their employees were limited to 47%. It is unclear how withholding tax on capital gains will apply to shares or ADSs held by non-Mexicans. A Value-Added Tax (VAT) rate of 16% was applied uniformly to all of Mexico, a change from the 11% rate that was previously applicable in some areas of Mexico. In addition, other taxes were imposed on so-called “junk” food at a rate of 8%, while the reform also repealed the IETU and the Tax on Cash Deposits Law.

 

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The principal change to affect our business was the effect on our deferred income taxes caused by the reform to the Income Tax Law, by which the income tax rate was prospectively increased from 28% to 30% and the IETU was eliminated. As a result of the net impact of these effects, we recognized a benefit of Ps.199.0 million in deferred income tax for the fiscal year ended December 31, 2013. We recognized no change due to these reforms in fiscal years 2014 and 2015.

Restructuring of Debt

On February 20, 2015, we made our debut issuance of long-term debt securities on the Mexican market for a total of Ps.2.6 billion. The proceeds from the issuance of Ps.2.6 billion long-term debt securities were used to repay in full our outstanding bank debt in the amount of Ps.1.7 billion and to finance capital investments set forth in the Master Development Program for 2015. The long-term debt securities were issued in two tranches with the following terms: (i) eleven million five-year debt securities issued under the ticker symbol “GAP 15” at a nominal value of Ps.100 each, for a total value of Ps.1.1 billion, on which interest will be payable every 28 days at a variable rate of 28-day TIIE plus 24 basis points, and the principal payable at maturity on February 14, 2020; and (ii) fifteen million ten-year debt securities issued under the ticker symbol “GAP 15-2” at a nominal value of Ps.100 each, for a total value of Ps.1.5 billion, on which interest will be payable every 182 days at a fixed rate of 7.08%, and the principal payable at maturity on February 7, 2025.

On January 29, 2016, we issued eleven million new GAP 15 debt securities at a nominal value of Ps.100 each, for a total value of Ps.1.1 billion. This issuance was the first reopening of the GAP 15 debt securities originally issued on February 20, 2015, and the new GAP 15 debt securities have the same terms and conditions as the original issuance, except for the issue date and issue price. As a result of this reopening, GAP issued an aggregate total of 22 million GAP 15 debt securities at a nominal value of Ps.100 each, for a total value of Ps.2.2 billion. The proceeds from the reopening were allocated to finance capital investments set forth in the Master Development Program for 2016.

This issuance of the long-term debt securities was made under a Ps.9.0 billion program approved by the CNBV for five years. As part of our new financing strategy, we intend to finance all of our capital expenditures commitments and new investments through the debt market, subject to market conditions.

Tijuana Cross-Border Facility

In October 2014, we completed construction on the Mexican infrastructure for a cross-border facility at Tijuana International Airport that will allow passengers to cross directly to the United States using a pathway between the airport and the international border. Construction of the U.S. infrastructure was finished in September 2015, and the facility became operational in December 2015.

The bridge facilitates transfers between the United States and Mexico for travelers holding a boarding pass to all flights departing from or arriving in Tijuana, reducing connection and waiting times at both the San Isidro and Otay Mesa border crossings. The Mexican border authority’s services are located in the Tijuana airport, and the corresponding U.S. services are located on the premises of the CBX terminal on the north side of the border. The use of this facility will be limited to passengers traveling through the airport upon presentation of a boarding pass.

Our investment in adapting the Tijuana airport installations and building the Mexican infrastructure amounted to Ps.185.0 million. The Tijuana municipal authorities have threatened to impose licensing fees on construction licenses associated with the construction of the facility; at this time, however, we consider the amounts in question to be immaterial. See “Item 3, Risk Factors – Risks Related to Mexico – Our business could be adversely affected by other claims by certain municipalities.”

 

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Use of this new facility is not subject to additional charges as it is part of the services offered by the Tijuana airport, which are included in the passenger fees charged. Passengers using the bridge from or to Tijuana may be subject to toll charges levied by CBX, the bridge operator on the U.S. side.

The new bridge will allow for a significant reduction in border-crossing times for travelers going to the United States and vice-versa. We estimate that, in the long term, approximately 45% of all passengers travelling through Tijuana International Airport will use the international bridge.

Passenger and Cargo Volumes

Volumes in Mexico

The majority of the passenger traffic volume in our Mexican airports is made up of domestic passengers. In 2013, 2014 and 2015, approximately 66.3%, 65.5% and 65.4% of the terminal passengers using our Mexican airports were domestic. The total number of domestic terminal passengers for 2015 increased 11.7% as compared to 2014, and the total number of domestic terminal passengers in 2014 increased 5.3% as compared to 2013. In addition, of the international passengers traveling through our Mexican airports, approximately 89.7% traveled on flights originating in or departing to the United States during 2015, as compared to 89.5% and 89.7% in 2014 and 2013, respectively. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending. Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control.

In 2015, we had 27.6 million terminal passengers (18.1 million domestic and 9.5 million international), of which 117.7 thousand were on general aviation flights, and an additional 152.8 thousand were transit passengers. Approximately 39.4% of our transit passengers were handled at Tijuana International Airport.

Volumes in Jamaica

The majority of the passenger traffic volume in Jamaica is made up of international passengers. In 2015, approximately 99.7% of the terminal passengers using the Montego Bay airport were international. In addition, of the international passengers traveling through our airports, approximately 67.2% traveled on flights originating in or departing to the United States during 2015. Accordingly, our results of operations are influenced strongly by international and U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending. Many factors affecting our passenger traffic volume are beyond our control.

For the period from April 1 through December 31, 2015, we had 2,695.4 thousand terminal passengers, of which 11.9 thousand were on general aviation flights, and an additional 43.6 thousand were transit passengers.

 

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The following table sets forth certain operating and financial data relating to certain of our revenues and passenger and cargo volumes in Mexico and Jamaica for the years indicated:

Passenger and Cargo Volumes

 

     Year ended December 31,  
     2013      2014      2015  

Macroeconomic indicators:

        

Change in Mexican gross domestic product (1)

     1.1%         2.1%         2.5%   

Change in Mexican CPI (2)

     4.0%         4.1%         2.1%   

Change in U.S. gross domestic product (3)

     1.9%         2.4%         2.4%   

Change in U.S. CPI (4)

     1.5%         0.8%         0.7%   

Passenger volumes (thousands of passengers) (5),(6):

        

Domestic terminal passengers in Mexico

     15,370.3         16,180.8         18,071.2   

International terminal passengers in Mexico

     7,803.1         8,537.9         9,552.7   

Mexican total terminal passengers

     23,173.4         24,718.7         27,623.9   

Domestic terminal passengers in Jamaica

     n/a         n/a         7.1   

International terminal passengers in Jamaica

     n/a         n/a         2,688.3   

Jamaican total terminal passengers

     n/a         n/a         2,695.4   

Total terminal passengers (thousands)

     23,173.4         24,718.7         30,319.3   

Cargo volumes (thousands of cargo units) (5),(7):

        

Cargo units in Mexico

     1,669.2         1,833.0         1,784.5   

Cargo units in Jamaica

     n/a         n/a         47.6   

Total cargo units

     24,842.6         26,551.6         32,151.4   

Other operating and financial information:

        

Change in total terminal passengers (7)

     8.9%         6.7%         22.7%   

Change in total workload units (7)

     8.5%         9.8%         21.1%   

Aeronautical revenues (millions of pesos)

   Ps. 3,616.6       Ps. 3,925.7       Ps. 5,419.0   

Change in aeronautical revenues (7)

     7.4%         8.5%         38.0%   

Aeronautical revenues per workload unit

   Ps. 145.6       Ps. 147.9       Ps. 168.5   

Change in aeronautical revenues per workload unit (7)

     (0.9)%         1.6%         14.0%   

Non-aeronautical revenues (millions of pesos)

   Ps. 1,170.5       Ps. 1,338.5       Ps. 1,849.3   

Change in non-aeronautical revenues (7)

     16.1%         14.4%         38.2%   

Non-aeronautical revenues per terminal passenger

   Ps. 50.5       Ps. 54.2       Ps. 61.0   

Change in non-aeronautical revenues per terminal passenger (7)

     6.6%         7.2%         12.5%   

 

(1) In real terms, as reported by INEGI.
(2) As reported by INEGI.
(3) In real terms, as reported by the U.S. Bureau of Economic Analysis.
(4) As reported by the U.S. Bureau of Labor Statistics.
(5) Includes information for the Montego Bay airport for the period from April 1 to December 31, 2015.
(6) Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit.
(7) Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit. One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo.

Classification of Revenues

We classify our revenues into three categories: (i) revenues from aeronautical services; (ii) revenues from non-aeronautical services; and (iii) revenues from improvements to concession assets. Historically, a majority of our revenues have been derived from aeronautical services; however, with the inclusion of revenues from improvements to concession assets, revenues from aeronautical services and from non-aeronautical services will account for a smaller percentage of total revenues. For example, in 2013, 2014 and 2015, with the inclusion of revenues from improvements to concession assets, aeronautical revenues represented 69.2%, 70.8% and 66.8%, respectively, of total revenues. In 2013, 2014 and 2015, with the inclusion of revenues from improvements to concession assets, non-aeronautical revenues represented 22.4%, 24.1% and 22.8%, respectively, of total revenues. Aeronautical revenues and non-aeronautical revenues, however, represented 75.5% and 24.5%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2013, 74.6% and 25.4%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2014 and 74.6% and 25.4%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2015. In 2013, 2014 and 2015, revenues from improvements to concession assets accounted for 8.4%, 5.1% and 10.3%, respectively, of our total revenues.

 

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Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports, and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space in our airports to airlines (other than first class/VIP lounges and other similar non-essential activities) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).

Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally include revenues earned from car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores, providing commercial services at our airports (such as car rental agencies, food and beverage providers and retail and duty-free store operators), as well as advertising and fees collected from other miscellaneous sources, such as vending machines and timeshare developers. Additionally, we derive revenues from recovery of costs that are included in our non-aeronautical services.

Our revenues from improvements to concession assets represent the fair value of the additions and upgrades to the concession that we undertake in accordance with our Master Development Programs. In exchange for making those additions and upgrades, the Government grants us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. This represents an exchange of dissimilar goods or services rather than an actual cash exchange since we receive an intangible asset for the construction services we provide. Through a bidding process, we hire third parties to make the additions and upgrades. The amount of revenues for these services is equal to the costs of making the additions and upgrades since those values represent the fair value of the goods or services received as there is no profit margin stemming from these construction services. Although these revenues do not generate actual cash inflows, IFRS requires that they be recorded given that revenue generation is inherent in an exchange of dissimilar services, similar to a barter transaction. These revenues do not have a cash impact on our results.

For a detailed description of the components of our revenue categories, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues.”

 

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Aeronautical Revenues

The following table sets forth our revenues from aeronautical services for the years indicated:

Aeronautical Revenues

 

     Year ended December 31,  
     2013     2014     2015(1)  
     Amount      Percent     Amount      Percent     Amount      Percent  
     (millions of pesos, except percentages and workload unit data)  

Aeronautical Revenues:

               

Passenger charges

     Ps. 3,074.0         85.0     Ps. 3,371.9         85.9     Ps. 4,482.4         82.7

Aircraft landing charges

     177.0         4.9        179.9         4.6        284.3         5.2   

Aircraft parking charges

     160.3         4.4        165.1         4.2        171.4         3.2   

Airport security charges

     49.7         1.4        52.5         1.3        113.6         2.1   

Passenger walkway charges

     0.0         0.0        0.0         0.0        18.3         0.3   

Leasing of space to airlines

     96.6         2.7        94.7         2.4        96.7         1.8   

Revenues from complementary service providers (2)

     59.1         1.6        61.7         1.6        252.3         4.7
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Aeronautical Revenues

     Ps. 3,616.6         100.0     Ps. 3,925.7         100.0     Ps. 5,419.0         100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Other Information:

               

Total workload units (millions) (3)

     24.8           26.6           32.2      

Total aeronautical revenues per workload unit

     Ps. 145.6           Ps. 147.9           Ps. 168.5      

Change in aeronautical revenues (4)

        7.4        8.5        38.0

Change in total aeronautical revenues per workload unit (4)

        (0.9 %)         1.6        14.0

 

(1) Includes information for the Montego Bay airport for the period from April 1 to December 31, 2015.
(2) Revenues from complementary service providers consist of access and other fees charged to third parties providing baggage handling, catering and other services at our airports.
(3) Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(4) In each case, as compared to the prior year.

Under the relevant agreements with airlines, our specific prices are structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect that this will continue to be the case in any future agreements. We earn passenger charges from each departing passenger at our airports (except certain exclusions in each of Mexico and Jamaica, described above under “Item 4, Information on the Company – Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges”). In 2013, 2014 and 2015, passenger charges represented 85.0%, 85.9% and 82.7%, respectively, of our aeronautical services revenues and 58.8%, 60.8% and 55.3%, respectively, of our total revenues (in 2013, 2014 and 2015, passenger charges represented 64.2%, 64.1% and 61.7%, respectively, of the sum of aeronautical and non-aeronautical revenues).

 

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The following table sets forth the number of passengers paying passenger charges per airport for the years indicated:

Passengers Paying Passenger Charges per Airport

 

     Year ended December 31,  

Airport:

   2013     2014     2015  
     Amount      % change     Amount      % change     Amount      % change  
     (in thousands, except percentages)  

Guadalajara

     3,828.8         9.8     4,045.9         5.7     4,512.7         11.5

Tijuana

     1,989.7         11.9        2,043.1         2.7        2,315.6         13.3   

Los Cabos

     1,674.3         12.7        1,606.5         (4.0     1,801.9         12.2   

Puerto Vallarta

     1,304.2         2.8        1,525.3         17.0        1,751.7         14.8   

Montego Bay (1)

     n/a         n/a        n/a         n/a        1,334.9         100.0   

Guanajuato

     480.0         5.7        592.4         23.4        725.1         22.4   

Hermosillo

     563.7         5.7        572.7         1.6        618.5         8.0   

La Paz

     292.1         8.6        322.0         10.2        334.3         3.8   

Aguascalientes

     221.5         14.4        260.3         17.5        308.3         18.4   

Mexicali

     231.9         (4.5     238.1         2.7        282.0         18.5   

Morelia

     205.6         5.9        228.4         11.1        229.1         0.3   

Los Mochis

     95.1         9.8        111.0         16.6        141.3         27.4   

Manzanillo

     91.5         15.8        101.6         11.0        94.2         (7.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

     10,978.5         9.0     11,647.3         6.1     14,449.6         12.6
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(1) Includes information for the period from April 1 to December 31, 2015.

Mexican Aeronautical Revenues

The system of price regulation applicable to our aeronautical revenues in Mexico establishes a maximum rate in pesos for each Mexican airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit that we may earn at that airport from aeronautical services. As of December 31, 2014, the SCT has determined the maximum rates for our airports for each year through December 31, 2019. Our aeronautical revenues are determined largely by the number of workload units at each of our airports, which is primarily driven by passenger traffic levels, multiplied by the value of the maximum tariffs approved by the Ministry of Communication and Transportation. In addition, aeronautical revenues differ among our airports to the extent passenger traffic levels differ among these airports. See “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Services Regulation” for a description of our maximum rates and the rate-setting procedures for future periods.

Our Mexican concessions provide that our maximum rates must be adjusted on an annual basis as determined by the efficiency factor and by changes in inflation. See “Item 4, Information on the Company – Regulatory Framework – Mexican Aeronautical Revenues Regulation – Methodology for Determining Future Maximum Rates.” Under the regulatory system applicable to our Mexican aeronautical revenues, we can set the specific price for each category of aeronautical services every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenues per workload unit each year at each of our airports do not exceed the maximum rate set for such airport for that year. Although the SCT may in some cases authorize an increase in our maximum rates, we must negotiate with our principal airline customers the specific rates applicable to each aeronautical activity. As a result, we are not always able to increase prices up to the amount of maximum rates.

We currently set the specific price for each category of aeronautical services after negotiations with our principal airline customers. In March 2012, we signed an agreement with the Mexican Air Transportation Chamber for the 2012–2014 period that allowed for increases in our specific tariffs equal to the average increases of the Mexican Consumer Price Index (the “Mexican CPI”) and PPI, excluding petroleum, published by INEGI. See “Item 4, Information on the Company – Business Overview – Principal Customers – Principal Aeronautical Services Customers – Mexican Aeronautical Services Agreement.

 

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Aeronautical revenue per workload unit is an indicator that is calculated by dividing total aeronautical revenues by the workload units for a given period. This indicator is affected annually, except for years in which the new maximum tariffs are set, by:

 

    Adjustment in the maximum rates for the efficiency factor and the Mexican PPI, excluding petroleum;

 

    Increases and decreases in the relative number of workload units at each airport; and

 

    Changes in total workload units per airport.

From January 1, 2010, through December 31, 2014, the efficiency factor was 0.70%. Our weighted average maximum tariffs, as determined by the SCT (prior to inflation adjustments using the Mexican PPI), decreased 0.8% in 2013, decreased 0.5% in 2014, and increased 30.0% in 2015, mainly as a result of variation in the percentage that each airport’s workload units represent of our total workload units. At the same time, the Mexican PPI, excluding petroleum, increased by 0.1%, 4.2% and 5.3% in 2013, 2014 and 2015, respectively. Our weighted average maximum tariffs as adjusted by the efficiency factor and the Mexican PPI, excluding petroleum, decreased 0.6% in 2013, increased 3.7% during 2014 and increased 7.5% in 2015. The total workload units at our Mexican airports were 24.8 million, 26.5 million and 29.4 million in 2013, 2014 and 2015, respectively, representing an increase of 8.5% in 2013, an increase of 6.9% in 2014 and an increase of 10.8% in 2015. Accordingly, when calculating aeronautical revenue per workload units, the result will fluctuate depending on the relative changes in the aforementioned factors. During 2013, 2014 and 2015, average aeronautical revenues per workload unit at our Mexican airports were Ps.145.6, Ps.147.9 and Ps.168.5, respectively, which represented a decrease of 0.9%, an increase of 1.6% and an increase of 14.0% in 2013, 2014 and 2015, respectively. The decrease in 2013 resulted mainly from the effect of a flat inflation on the tariffs along with the 0.70% efficiency factor that is applied each year to all tariffs at each of our Mexican airports. The increase in 2014 resulted mainly from increases in traffic and tariffs due to adjustments for inflation. The increase in 2015 resulted mainly from increases in traffic and adjustments for inflation. Beginning on January 1, 2015, the efficiency factor was 0.70% and will remain at this level until December 31, 2019.

Historically, we have set our prices for regulated services at our Mexican airports as close as possible to the maximum rates allowed in any given year, and we expect to pursue this pricing strategy in the future. However, there can be no assurance that we will be able to collect virtually all of the revenues we are entitled to earn from services subject to price regulation in the future or that we will not be sanctioned in case we exceed our maximum rates. In prior years, in order to ensure our compliance with the maximum rate at a particular Mexican airport when the possibility of exceeding that maximum rate arose, we have taken actions in the latter part of the year, such as reducing our specific prices for aeronautical services and offering discounts or rebates, to ensure our compliance with the applicable maximum rate. In the future, we intend to continue to adjust our rates in the latter part of each year to ensure compliance with our maximum rates. For a discussion of risks related to our ability to set specific prices, see “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the governments of Mexico and Jamaica, and our flexibility in managing our aeronautical activities is limited by the regulatory environments in which we operate” and “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – If we exceed the maximum rate at any Mexican airport at the end of any year, we could be subject to sanctions.”

 

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Jamaican Aeronautical Revenues

In Jamaica, MBJA’s revenues from passenger charges, aircraft landing and parking charges, airport security charges and passenger walkway charges are regulated by the JCAA. See “Item 4, Information on the Company Business Overview – Our Sources of Revenues – Aeronautical Services.”

The system of price regulation applicable to MBJA’s aeronautical revenues establishes maximum rates in U.S. dollars for a five-year period for charges levied on airlines and passengers using a price cap mechanism based on a forecast return on assets. Permission for any increase in the levy of regulated charges, which include passenger charges, aircraft landing and parking charges, passenger walkway charges and airport security charges, must be granted by the JCAA. The first review period began with the concession on April 12, 2003 and concluded in November 2014 with the determination of new charges effective April 1, 2015. For example, maximum passenger charges increased from U.S.$8.50 per departing passenger to U.S.$19.34 per departing passenger. Thereafter, regulated aeronautical charges will be reviewed every five years, with charges adjusted by U.S. CPI annually. See “Item 4, Information on the Company – Regulatory Framework – Jamaican Aeronautical Services Regulation” for a description of MBJA’s maximum regulated charges and the procedures for setting maximum regulated charges for future periods.

Non-Aeronautical Revenues

Non-aeronautical services historically have generated a smaller portion of our total revenues as compared to aeronautical services. Non-aeronautical revenues represented 22.4%, 24.1% and 22.8% of total revenues in 2013, 2014 and 2015, respectively (in 2013, 2014 and 2015, non-aeronautical revenues represented 24.5%, 25.4% and 25.4%, respectively, of the sum of aeronautical and non-aeronautical revenues). Non-aeronautical revenues per terminal passenger were Ps.50.5, Ps.54.4 and Ps.61.0 in 2013, 2014 and 2015, respectively. None of our revenues from non-aeronautical services are subject to price regulation under our maximum-rate price regulation system.

Our revenues from non-aeronautical services are principally derived from commercial activities. We divide non-aeronautical commercial activities into revenues from businesses operated by third parties and revenues from businesses operated directly. Businesses operated by third parties include leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities) and rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as timeshare developers, retail stores, food and beverage providers, car rental agencies and duty-free store operators, as well as fees collected from other miscellaneous sources, such as vending machines. Businesses operated directly by us include car parking, advertising, VIP lounges and convenience stores. Additionally, we derive revenues from recovery of costs which are included in our non-aeronautical revenues.

The following table sets forth our revenues from non-aeronautical services for the years indicated:

Non-Aeronautical Revenues

 

     Year ended December 31,  
     2013     2014     2015(1)  
     Amount      Percent     Amount      Percent     Amount      Percent  
     (millions of pesos, except percentages and workload unit data)  

Non-aeronautical Services:

        

Businesses operated by third parties:

        

Leasing of space(2)

   Ps.  105.8         9.0   Ps. 120.2         9.0   Ps. 145.5         7.9

Car rentals

     101.1         8.6        105.6         7.9        147.4         8.0   

Food and beverage operations

     103.1         8.8        112.4         8.4        169.8         9.2   

Retail operations

     93.5         8.0        103.2         7.7        175.9         9.5   

Duty-free operations

     115.6         9.9        115.2         8.6        247.6         13.4   

 

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     Year ended December 31,  
     2013     2014     2015(1)  
     Amount      Percent     Amount      Percent     Amount      Percent  
     (millions of pesos, except percentages and workload unit data)  

Non-aeronautical Services:

               

Timeshare operators

     107.8         9.2        109.5         8.2        139.6         7.5   

Ground transportation

     53.6         4.6        62.9         4.7        86.9         4.7   

Communications and financial services

     29.5         2.5        29.2         2.2        39.2         2.1   

Other

     17.5         1.5        17.7         1.3        30.4         1.6   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total businesses operated by third parties:

     727.5         62.1        776.0         58.0        1,182.3         63.9   

Businesses operated directly by us:

               

Car parking charges

     221.0         18.9        230.0         17.2        251.5         13.6   

Advertising

     87.3         7.5        100.1         7.5        121.8         6.6   

VIP lounges

     24.2         2.1        38.2         2.9        65.0         3.5   

Convenience stores

     16.1         1.4        39.7         3.0        81.5         4.4   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total businesses operated directly by us:

     348.7         29.8        408.0         30.5        519.8         28.1   

Recovery of costs(3)

     94.4         8.1        154.2         11.5        147.2         8.0   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total non-aeronautical revenues

   Ps.  1,170.5         100.0   Ps. 1,338.2         100.0   Ps.  1,849.3         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Other Information:

               

Total terminal passengers (millions)

     23.2           24.7           30.3      

Non-aeronautical revenues per terminal passenger

   Ps. 50.5         Ps. 54.2         Ps. 61.0      

Change in non-aeronautical revenues per terminal passenger (year-on-year)

        6.6        7.2        12.6

Car parking charges per terminal passenger

   Ps. 9.5         Ps. 9.3         Ps. 8.3      

Change in car parking charges per terminal passenger (year-on-year)

        4.4        (2.4 )%         (10.9 )% 

 

(1) Includes information for the Montego Bay airport for the period from April 1 to December 31, 2015.
(2) Includes leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).
(3) Recovery of costs consists of utility, fuel, maintenance and operation charges that are transferred to airlines and other tenants in our airports.

In 2015, revenues from non-aeronautical services in our airports accounted for 22.8% of the total revenues generated by our airports (in 2015, non-aeronautical revenues represented 25.4% of the sum of aeronautical and non-aeronautical revenues). In contrast, we believe that revenues from commercial activities may account for up to 40% or more of the consolidated revenues of many leading privatized airports. While we believe that aeronautical revenues will continue to represent a majority of our future revenues, we currently estimate that the growth rate of our revenues from commercial activities will likely exceed the growth rate of our aeronautical revenues (as was the case during the period from 2013 to 2015), except in the years in which the maximum tariffs are reset. In recent years, non-aeronautical revenues per terminal passenger have increased 12.6% (from Ps.54.2 in 2014 to Ps.61.0 in 2015, during which time the number of terminal passengers increased 22.7%), while our cost of services per workload unit has increased 10.8% (from Ps.43.7 in 2014 to Ps.48.5 in 2015), resulting in non-aeronautical services contributing more to our results of operations.

Non-aeronautical revenues per terminal passenger show the average revenue generated by the commercial areas of our airports, and it is calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. Therefore if non-aeronautical revenues decline proportionately less than the decline in the number of terminal passengers during a period, non-aeronautical revenues per terminal passenger will increase despite the decrease in non-aeronautical revenues. Non-aeronautical revenues per terminal passenger are principally affected by:

 

    recovery of rights to certain businesses that we previously did not operate;

 

    opening of new commercial space at our airports;

 

    the level of passenger traffic; and

 

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    the exchange rate between the Mexican peso and the U.S. dollar. This exchange rate affects our contracts that are denominated in U.S. dollars, which mainly consist of lease contracts for timeshare developers, car rentals, duty-free services and certain lease contracts for food and beverages and retail operations.

Certain categories of non-aeronautical revenues are directly impacted by passenger traffic (for example car parking and rental, and food and beverage providers) while others are not (for example leasing of space, on which we earn at least a minimum fixed rent indexed to inflation each year, which may be increased by royalty-based payments as discussed below). Accordingly, non-aeronautical revenues do not always behave in the same manner as passenger traffic or workload units.

We estimate that approximately 95% of our current commercial agreements with third-party tenants (representing approximately 60.7% of our total non-aeronautical revenues) are arranged as royalty-based contracts based on the nature of our tenants’ operations. Under a royalty-based contract the amount tenants must pay is based on tenants’ revenues, subject to minimum guaranteed fixed amounts related to the square footage of the space leased. When the royalty-based amount is lower than the minimum guaranteed amount, the tenant must still pay the latter. Therefore, a decrease in passenger traffic volumes would result in a reduction in non-aeronautical revenues from such tenants only if, prior to such decrease in passenger traffic, the sales of royalty-based tenants were higher than the minimum guaranteed amount. As a result, during periods in which airports experience a reduction in passenger traffic volumes, non-aeronautical revenues may remain stable due to the minimum guaranteed amount received by the airport under the lease contract, thereby resulting in a potential increase in non-aeronautical revenues per workload unit.

During 2013, 2014 and 2015, non-aeronautical revenues were Ps.1,170.5 million, Ps.1,338.5 million and Ps.1,849.3 million, respectively, representing an increase of 14.4% in 2014 and 38.2% in 2015. During 2015, non-aeronautical revenues increased more than terminal passengers, which increased 26.9%. In 2015, non-aeronautical revenues per terminal passenger increased from Ps.50.5 per passenger in 2013 and Ps.54.4 per passenger in 2014 to Ps.61.0 per passenger in 2015, representing an increase of 7.2% from 2013 to 2014 and an increase of 12.6% from 2014 to 2015.

Recognition of Revenues from Improvements to Concession Assets

IFRIC 12 requires, subject to certain conditions, that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. We recognize revenues and the associated costs of improvements to concession assets in relation with the concession’s obligation to perform improvements as established in the Master Development Programs in Mexico and Capital Development Program in Jamaica. Revenues represent the value of the exchange between ourselves and the respective government with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the Master Development Programs in Mexico and Capital Development Program in Jamaica, and in exchange, the respective government grants us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We have determined that our obligations per the Master Development Programs in Mexico and Capital Development Program in Jamaica should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the Master Development Programs and Capital Development Program are included in the tariffs. Therefore we recognize the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by us in the execution of the additions or improvements, considering the investment requirements in the Master Development Programs and Capital Development Program.

 

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Through bidding processes, we contract third parties to carry out such construction. The amount of revenues for these services is equal to the amount of costs incurred, as we do not obtain any profit margin for these construction services. The amounts paid are set at market value. As a result, revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to our passenger traffic, which is the main driver of our revenues. In 2013, we recognized Ps.440.7 million in revenues from improvements to concession assets. This represented a decrease of 22.7% as compared to 2012 due to lower investment commitments under our Master Development Programs for 2013. In 2014, we recognized Ps.281.9 million in revenues from improvements to concession assets. This represented a decrease of 36.0% as compared to 2013 due to lower investment commitments under our Master Development Programs for 2014. In 2015, we recognized Ps.838.6 million in revenues from improvements to concession assets. This represented an increase of 197.5% as compared to 2014, due to higher investment commitments under our Master Development Programs. During 2015, MBJA did not report any revenues or costs from improvements to concession assets.

Operating Costs

The following table sets forth our operating costs and certain other related information for the years indicated:

Operating Costs

 

     Year ended December 31,  
     2013     2014     2015(1)  
     Amount     Amount     Amount     % change  
     (millions of pesos, except percentages and passenger data)  

Operating Costs:

        

Cost of services:

        

Employee costs

   Ps.  390.6      Ps.  393.5      Ps.  502.8        27.8

Maintenance

     200.2        223.7        302.2        35.1

Safety, security and insurance

     173.7        192.9        249.8        29.5

Utilities

     141.9        147.8        192.2        30.0

Other

     222.6        203.6        311.3        52.9

Total cost of services

     1,129.0        1,161.6        1,558.3        34.1

Technical assistance fees

     171.5        194.2        236.5        21.8

Concession taxes

     237.7        261.6        483.1        84.7

Depreciation and amortization:

        

Depreciation(2)

     164.6        216.5        206.7        (4.5 )% 

Amortization(3)

     718.6        708.7        949.7        34.0

Total depreciation and amortization

     883.2        925.2        1,156.4        25.0

Other income

     (7.4     (43.4     (254.6     486.3
  

 

 

   

 

 

   

 

 

   

 

 

 
     2,414.0        2,499.2        3,179.7        27.2

Cost of improvements to concession assets

     440.7        281.9        838.6        197.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs

   Ps. 2,854.7      Ps. 2,781.1      Ps. 4,018.3        44.5
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Information:

        

Total workload units (thousands)(4)

     24,842.6        26,551.6        32,151.4        21.1

Cost of services per workload unit

   Ps. 45.4      Ps. 43.7      Ps. 48.5        10.8

Cost of services / the sum of aeronautical and non-aeronautical revenues (5)

     23.6     22.1     21.4  

 

(1) Includes information for the Montego Bay airport for the period from April 1 to December 31, 2015.
(2) Reflects depreciation of machinery, equipment and improvements on leased buildings.
(3) Reflects amortization of our improvements of concession assets, concessions and other acquired rights.
(4) Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(5) Cost of services divided by the sum of aeronautical and non-aeronautical revenues, expressed as a percentage.

 

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Cost of Services

Our cost of services consists primarily of employee costs, maintenance, safety, security and insurance costs, as well as utilities (a portion of which we recover from our tenants) and various other miscellaneous expenses. Cost of services per workload unit is an indicator that is calculated by dividing cost of services by the workload units for a given period. This indicator is affected annually by:

 

    Increases and decreases in the different items included in cost of services; and

 

    Increases and decreases in the relative number of workload units.

Therefore, if the cost of services increases less in proportion to the increase in workload units, the cost of service per workload unit decreases. Similarly, cost of service per workload units increases in periods in which the costs of service remains stable but workload units declined.

Our cost of services per workload unit was Ps.45.4 in 2013, Ps.43.7 in 2014 and Ps.48.5 in 2015, a decrease of 3.7% from 2013 to 2014 and increase of 10.8% from 2014 to 2015. In 2015, cost of services per workload unit increased 10.8%, as a result of a larger increase in cost of service than the corresponding increase in total workload units. Cost of service increased 34.1%, and total workload units increased 21.1%. Cost of services increased primarily due to the consolidation of MBJA, which had cost of services of Ps.260.6 million, and cost of services of Ps.136.1 million for our Mexican airports. Our increase in costs of services for our Mexican airports was mainly due to a Ps.34.1 million increase in maintenance, a Ps.31.6 million increase in employee costs, a Ps.15.6 million increase in utilities, a Ps.10.4 million increase in safety, security and insurance costs, and an increase in other costs, driven primarily by (i) an increase of Ps.37.7 million for professional fees for legal defense and corporate consulting relating to the acquisition of DCA, as well as the development of projects to build or renovate a hotel, offices and commercial areas, (ii) an increase of Ps.22.1 million in costs for supplies for convenience stores and VIP lounges in 2015 and (iii) an increase of Ps.8.0 million in reserves for doubtful accounts in Mexico. Our income from operations divided by the sum of aeronautical and non-aeronautical revenues (operating margin) increased 380 basis points from 52.5% in 2014 to 56.3% in 2015.

Technical Assistance Fees

Under the technical assistance agreement, AMP provides management and consulting services as well as technical assistance and technological and industry knowledge and experience to us in exchange for a fee. This agreement is more fully described in Item 7 hereof. Since January 1, 2002, the fee has been equal to the greater of U.S.$4.0 million (adjusted annually for U.S. inflation) and 5% of our annual consolidated operating income, defined as earnings before interest income or expense (calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization and in each case determined in accordance with MFRS). In 2013, 2014 and 2015, this fee was Ps.171.5 million, Ps.194.2 million and Ps.234.9 million, respectively. The technical assistance fee is a component of our maximum tariffs and is collected through the maximum tariffs charged. The commercial revenues represented 25.4% in 2014 and 25.4% in 2015, of the sum of aeronautical and non-aeronautical revenues, approximately.

MBJA had a technical assistance agreement with Vantage which expired on April 3, 2015. Under such agreement, Vantage provided management and consulting services as well as technical assistance and technological and industry knowledge and experience to us in exchange for a fee. In the period from April 1 to December 31, 2015, this fee amounted to Ps.1.6 million.

 

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Concession Taxes

Mexican Concession Tax

We are subject to the Mexican Federal Duties Law, which requires each of our Mexican airports to pay a concession tax to the Mexican government currently equal to 5% of the gross annual revenues (excluding revenues from improvements to concession assets) of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. In 2013, 2014 and 2015, this tax amounted to Ps.237.7 million, Ps.261.6 million and Ps.312.0 million, respectively. The concession tax rate may vary on an annual basis as determined solely by the Mexican Federal Congress, and there can be no assurance that this rate will not increase in the future. If Mexico’s Federal Congress increases the concession tax rate, we are entitled to request an increase in our maximum rates from the SCT; however, there can be no assurance that the SCT would approve our request.

Jamaican Concession Taxes

Under the terms of the concession agreement and the relevant tax legislation, MBJA is required to pay a monthly concession fee per workload unit, subject to annual adjustments based on increases in the U.S. CPI, to the Jamaican government to allow it to use and develop the assets subject to the concession. The concession fee applied in 2015 was U.S.$2.73 per workload unit serviced. MBJA is also required to pay an additional concession fee equal to 45% of any revenues earned in excess of the forecast revenues established in the concession agreement. This additional concession fee considers the period from April to March of each year, with payment required yearly. In the period from April 1 to December 31, 2015, the sum of these monthly and annual concession fees was Ps.171.1 million.

According to the concession agreement, once a 25% cumulative annualized internal rate of return hurdle (“IRR Hurdle”) is reached (as measured from the date of the first equity contribution to the concessionaire), any equity distributions above the IRR Hurdle to MBJA’s shareholders must be matched by an equal payment to the AAJ as owner of the concession assets (“Excess Benefit Payment”). Equity distributions include any dividend, capital reduction, interest, fee, loan or other payment to MBJA’s shareholders. To date, MBJA’s IRR Hurdle has not been reached.

Depreciation and Amortization

Depreciation and Amortization of Mexican Assets

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our twelve Mexican concessions, which we began amortizing for accounting purposes in August 1999, the date on which the value of our Mexican concessions was determined based on the value assigned by AMP to our Series BB shares as part of its winning bid to acquire its 15% interest in us. In addition, we amortize the value of certain fixed assets we acquire or build at our Mexican airports pursuant to the investment requirements under our Master Development Programs. Moreover, in 2013, 2014 and 2015, we wrote off the remaining balance of certain additions to and construction of facilities carried out since the beginning of our concession, as they were replaced with new investments as required under the Master Development Program. The amounts of these write offs were Ps.3.4 million in 2013, Ps.11.9 million in 2014. In 2015, we did not write off any amounts. For further information regarding depreciation and amortization expenses, refer to Notes 8, 9, 10, 11 and 12 to our audited consolidated financial statements.

Depreciation and Amortization of Jamaican Assets

MBJA’s depreciation and amortization expenses primarily reflect the amortization of its investment in the Montego Bay airport, the value of certain fixed assets it acquired pursuant to the investment requirements under the Capital Development Program and amortization of the Montego Bay airport concession’s fair value. For further information regarding depreciation and amortization expenses, refer to Notes 8, 9, 10, 11 and 12 to our audited consolidated financial statements.

 

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Cost of Improvements to Concession Assets

In conformity with our Master Development Programs in Mexico and the Capital Development Program in Jamaica, we have to invest in additions and upgrades to our concession assets, and these investments are reflected according to IFRIC 12. In our case, because we hire third parties to provide construction and upgrade services, our costs reflect the amounts paid to third parties, and we do not recognize a premium on the cost of services. Because revenues from improvements to concession assets are equal to the cost of improvements to concession assets, the application of IFRIC 12 does not have a cash impact on our results.

Taxation

We and each of our subsidiaries pay taxes on an individual (rather than consolidated) basis.

Our effective tax rates in 2013, 2014 and 2015 were 3%, 18.7% and 23.4%, respectively. In 2015, our effective tax rate increased 470 basis points as compared to 2014, resulting from an increase in our current tax expense derived from an increase in our earnings before income taxes of 31.2%. In 2014, our effective tax rate increased 1,540 basis points as compared to 2013, resulting primarily from the one-time effects of the 2014 Mexican Fiscal Reform on changes in the Mexican income tax rates (increasing from 28% to 30%), as well as the elimination of the “IETU” flat corporate tax in Mexico (Impuesto Empresarial a Tasa Única), which impacted our deferred income tax balances in 2013. We paid Ps.607.8 million, Ps.758.3 million and Ps.930.7 million in corporate taxes in 2013, 2014 and 2015, respectively, representing 26.2%, 27.5% and 25.7%, of our earnings before taxes.

Taxation in Mexico

Beginning January 1, 2008, as a result of changes in the Mexican tax law, Mexican companies had to pay the greater of their income tax (30% for 2011 to 2013) or IETU, which replaced the asset tax. IETU was calculated by applying a tax rate, which since 2010 had been 17.5%, to income based on cash flows. This cash flow income was determined by taking authorized deductions (excluding wages, social security contributions, interest expense and certain investment expenditures) from total income earned from taxable activities. IETU tax credits are deducted according to procedures established in the IETU tax law. The IETU tax law established that the excess of the income tax over the asset tax could be recovered during the ten years following the implementation of the IETU tax law by up to 10% of the total asset tax carryforward at December 31, 2007 each year, provided that this amount did not exceed the difference between the income tax paid in the year and the lowest amount of asset tax paid during each of the three years preceding December 31, 2007. Beginning in 2014, as a result of the 2014 Fiscal Reform, the IETU was repealed. However, the asset tax carryforwards can continue to be recovered as previously established. The income tax rate was also set at 30% for 2014 and subsequent years.

We regularly review our deferred tax assets for recoverability, which are reduced as necessary to the extent that a future tax benefit is no longer probable, based on an analysis of historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. In addition, Mexican tax law allows Mexican companies utilizing tax amortization rates that are lower than the maximum allowable rates to modify their tax amortization rates every five years, without exceeding the maximum allowable rate. Beginning in 2000, we utilized rates lower than the 15% maximum allowable rate to amortize our airport concessions and rights to use airport facilities for tax purposes.

According to the mechanism established to recover existing asset tax credit carryforwards, which ultimately benefit us, we have ten years beginning in 2008 to recover those existing asset tax credits. Every year, we review and adjust, as necessary, our financial projections based on new expectations of revenues, expenses and capital expenditures, whether for our Master Development Programs, for new

 

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maximum tariffs or new passenger traffic projections. Based on these changes, which resulted in our ability to recover tax on assets previously determined to be unrecoverable, and our financial projections for 2008 to 2017, we recognized Ps.354.9 million in 2007 associated with a previously paid recoverable tax on assets. In 2013, we increased the recoverable tax on assets by Ps.5.2 million, based on revised financial projections from 2014 to 2017. The recoverable tax on assets decreased Ps.57.2 million due to a refund requested and received in 2013. In 2014, we increased the recoverable tax on assets by Ps.3.0 million, based on revised financial projections from 2015 to 2017. The recoverable tax on assets decreased Ps.61.6 million due to a refund requested and received in 2014. In 2015, we increased the recoverable tax on assets by Ps.3.2 million, based on revised financial projections from 2016 to 2017.

Taxation in Jamaica

Jamaican companies, including MBJA, are required to pay corporate income tax on taxable profit, employer taxes on certain employee costs and a value-added tax on services offered.

Corporate income tax is applicable on taxable profit at a rate of 25%, but taxable profit may be reduced by an employer tax credit of up to the total amount of employer and certain obligatory employee taxes timely paid during any fiscal year. However, this entire employer tax credit is clawed back if any dividends are paid to shareholders in the subsequent fiscal year. For the period from April 1 to December 31, 2015, MBJA incurred approximately U.S.$5.5 million in corporate income tax liabilities, of which U.S.$2.2 million were paid off in the same period and the remainder was paid off in March 2016.

Employee Profit Sharing

Employee Profit Sharing in Mexico

We are subject to the statutory employee profit sharing regime established under the Mexican Federal Labor Law (Ley Federal del Trabajo). Under this regime, 10% of each unconsolidated company’s annual profits (as calculated for tax purposes) must be distributed among its employees, other than its chief executive officer. As a result of the 2014 Fiscal Reform, Mexican companies must change the way they calculate the employee profit sharing for 2014. The profit sharing is derived from the taxable income for the year as adjusted by the income tax for the year as modified per certain provisions; however, these changes do not have a material impact on our results.

Employee Profit Sharing in Jamaica

MBJA is not subject to an employee profit sharing regime.

Employee Retirement Plans

Employee Retirement Plans in Mexico

Under Mexican legislation, we must make payments equivalent to 2% of our workers’ comprehensive daily salary to a defined contribution plan that is part of the retirement savings system. This expense amounted to Ps.4.2 million in 2013, Ps.4.4 million in 2014 and Ps.4.7 million in 2015.

Employee Retirement Plans in Jamaica

MBJA participates in a defined contribution pension scheme, the assets of which are held in a separate fund administered by a trustee. Under this contribution pension scheme MBJA pays fixed contributions to the fund, which are funded by payments from employees and the company. MBJA’s contributions are charged to the statement of comprehensive income for the relevant year to which they relate.

 

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Effects of Devaluation and Inflation

The following table sets forth, for the periods indicated, the percentage change in the price of the Mexican peso against the U.S. dollar, the Mexican inflation rate, the U.S. inflation rate, and the Mexican GDP, each as compared to the previous period:

 

     Year ended December 31,  
     2013     2014     2015  

Depreciation (appreciation) of the Mexican peso as compared to the U.S. dollar(1)

     0.5     12.9     16.7

Mexican inflation rate(2)

     4.0     4.1     2.1

U.S. inflation rate(3)

     1.5     0.8     0.7

Increase in Mexican GDP(4)

     1.1     2.1     2.5

 

(1) Based on changes in the rates for calculating foreign exchange liabilities, as reported by the Mexican Central Bank (Banco de México), at the end of each period, which were as follows: Ps.13.0765 per U.S.$1.00 as of December 31, 2013, Ps.14.7180 per U.S.$1.00 as of December 31, 2014 and Ps.17.1950 per U.S.$1.00 as of December 31, 2015.
(2) Based on changes in the Mexican CPI from the previous period, as reported by INEGI. The Mexican CPI at year-end was 111.508 in 2013, 116.059 in 2014, and 118.532 in 2015.
(3) As reported by the U.S. Bureau of Labor Statistics.
(4) In real terms, as reported by INEGI on February 2, 2016.

The general condition of the Mexican economy, changes in the value of the peso as compared to the U.S. dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, our:

 

    Depreciation and amortization expense. According to IFRS, if inflation rates over a three-year period approach or exceed 100.0%, the incorporation of inflation in an entity’s financial statements becomes necessary. Therefore, non-monetary assets would be restated, and as a result depreciation and amortization of those assets would be higher, negatively affecting our net income.

 

    Passenger charges. Passenger charges for international passengers are currently denominated in U.S. dollars, but are invoiced and collected in pesos. Meanwhile, passenger charges for domestic passengers are denominated in pesos. Consequently, an appreciation of the peso against the U.S. dollar could cause declines in our revenues from passenger charges for international passengers and consequently our aeronautical revenues. This would also produce a decline in peso-denominated revenues when compared with the previous year, because our tariffs for the services we provide to international flights or international passengers are denominated in U.S. dollars but are generally invoiced and paid for in Mexican pesos based on the average exchange rate for the month prior to each flight on which the charge is incurred.

 

    Finance income (cost). As required by IFRS, our finance income (cost) reflects gains or losses from foreign exchange and gains and losses from interest earned or incurred, and as a consequence a depreciation or appreciation of the peso would impact the finance income (cost).

 

   

Maximum rates in pesos. Our tariffs for the services we provide in our Mexican airports to international flights or international passengers are denominated in U.S. dollars, but are generally invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight. During 2013, 2014 and 2015, we collected passenger charges from airlines within an average period of 59, 60 and 57 days, respectively. We intend to charge prices that are as close as possible to the maximum rates that we can charge. Since we are

 

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usually only entitled to adjust our specific prices once every six months (or earlier upon a cumulative increase of 5% in the Mexican PPI, excluding petroleum), a depreciation of the peso as compared to the U.S. dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, possibly leading to the termination of one of our Mexican concessions if it is repeated and sanctioned by the SCT at least three times. In the event that any one of our Mexican concessions is terminated, our other Mexican concessions may also be terminated. In addition, if the peso appreciates as compared to the U.S. dollar we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.

 

    Non-aeronautical revenues. In addition, some of our non-aeronautical revenue contracts are denominated and invoiced in U.S. dollars; however, some of them are collected in Mexican pesos. Consequently, an appreciation of the peso against the U.S. dollar would cause declines in our revenues from these U.S. dollar-denominated contracts.

Results of Operations by Subsidiary

Historically, our most profitable airports have been our Guadalajara, Los Cabos and Puerto Vallarta international airports, which handle the majority of our international passengers. We determine profitability per airport by dividing income from operations at each airport by total revenues for that airport. Operating margins at our Tijuana airport historically have been lower than at our other principal airports because the maximum rates applicable to aeronautical services provided at our Tijuana airport are lower than those applicable to our other principal airports. This results from the amortization of our concession relative to the level of revenues being much higher at our Tijuana airport than at our other principal airports because the original concession value assigned to Tijuana International Airport was proportionately higher.

The following table sets forth our results of operations for the years indicated for each of our principal airports and our other subsidiaries:

Results of Operations by Subsidiary

 

     Year ended December 31,  
     2013     2014     2015  
     (thousands of pesos, except percentages)  

Guadalajara:

      

Revenues:

      

Aeronautical services

   Ps. 1,313,433      Ps. 1,432,498      Ps. 1,647,398   

Non-aeronautical services

     383,074        426,012        491,395   
     1,696,507        1,858,510        2,138,793   

Improvements to concession assets(5)

     239,182        194,903        126,606   

Total revenues

     1,935,689        2,053,413        2,265,399   

Total costs

     878,901        881,510        913,658   

Costs of operations(4)

     403,263        428,405        516,939   

Cost of improvements to concession(5)

     239,182        194,904        126,606   

Depreciation and amortization

     236,456        246,144        264,975   

Other expense

     0        12,057        5,138   

Income from operations

     1,056,789        1,171,903        1,351,741   

Operating margin(1)

     54.60     57.07     59.67

 

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Tijuana:

      

Revenues:

      

Aeronautical services

   Ps. 546,309      Ps. 568,992      Ps. 702,069   

Non-aeronautical services

     136,413        164,611        190,578   
     682,722        733,603        892,647   

Improvements to concession assets(5)

     9,433        4,016        278,716   

Total revenues

     692,155        737,619        1,171,363   

Total costs

     367,456        383,402        688,270   

Costs of operations(4)

     227,182        241,461        271,254   

Cost of improvements to concession(5)

     9,433        4,016        278,716   

Depreciation and amortization

     130,842        135,101        133,101   

Other expense (income)

     0        2,824        5,199   

Income from operations

     324,698        354,217        483,093   

Operating margin(1)

     46.91     48.02     41.24

Los Cabos:

      

Revenues:

      

Aeronautical services

   Ps. 604,215      Ps. 599,879      Ps. 723,994   

Non-aeronautical services

     335,339        331,469        400,131   
     939,554        931,348        1,124,125   

Improvements to concession assets(5)

     13,872        46,079        116,250   

Total revenues

     953,427        977,427        1,240,375   

Total costs

     426,274        463,466        577,288   

Costs of operations(4)

     247,345        253,890        284,980   

Cost of improvements to concession(5)

     13,872        46,078        116,250   

Depreciation and amortization

     165,055        187,048        169,624   

Other expense

     0        (23,550     6,434   

Income from operations

     527,153        513,961        663,087   

Operating margin(1)

     55.29     52.58     53.46

Montego Bay: (6)

      

Revenues:

      

Aeronautical services

     n/a        n/a      Ps.  731,576   

Non-aeronautical services

     n/a        n/a        264,130   
     n/a        n/a        995,707   

Improvements to concession assets(5)

     n/a        n/a        0   

Total revenues

     n/a        n/a        995,707   

Total costs

     n/a        n/a        654,404   

Costs of operations(4)

     n/a        n/a        433,803   

Cost of improvements to concession(5)

     n/a        n/a        0   

Depreciation and amortization

     n/a        n/a        220,601   

Other expense (income)

     n/a        n/a        0   

Income from operations

     n/a        n/a        341,302   

Operating margin(1)

     n/a        n/a        34.28

Puerto Vallarta:

      

Revenues:

      

Aeronautical services

   Ps. 460,433      Ps. 545,916      Ps. 688,403   

Non-aeronautical services

     166,496        199,685        256,281   
     626,930        745,601        944,684   

Improvements to concession assets(5)

     23,716        14,576        41,325   

Total revenues

     650,646        760,177        986,009   

Total costs

     346,353        361,637        409,323   

Costs of operations(4)

     195,946        216,508        236,114   

Cost of improvements to concession(5)

     23,716        14,575        41,325   

Depreciation and amortization

     126,690        127,914        132,076   

Other expense (income)

     0        2,640        (192

Income from operations

     304,293        398,540        576,686   

Operating margin(1)

     46.77     52.43     58.49

 

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Guanajuato:

      

Revenues:

      

Aeronautical services

   Ps. 163,010      Ps. 202,486      Ps. 266,422   

Non-aeronautical services

     40,808        60,343        79,994   
     203,818        262,829        346,416   

Improvements to concession assets(5)

     7,009        1,496        27,971   

Total revenues

     210,827        264,324        374,387   

Total costs

     128,666        132,124        169,223   

Costs of operations(4)

     80,877        89,293        97,502   

Cost of improvements to concession(5)

     7,009        1,496        27,971   

Depreciation and amortization

     40,780        41,806        43,390   

Other expense (income)

     0        (471     360   

Income from operations

     82,161        132,200        205,164   

Operating margin(1)

     38.97     50.01     54.80

Hermosillo:

      

Revenues:

      

Aeronautical services

   Ps. 173,831      Ps. 173,872      Ps. 199,116   

Non-aeronautical services

     40,139        54,920        59,838   
     213,970        228,702        258,954   

Improvements to concession assets(5)

     78        6,637        56,975   

Total revenues

     214,048        235,338        315,929   

Total costs

     127,888        144,678        205,595   

Costs of operations(4)

     84,360        94,038        102,437   

Cost of improvements to concession(5)

     78        6,637        56,975   

Depreciation and amortization

     43,351        43,985        45,364   

Other expense

     0        18        819   

Income from operations

     86,160        90,660        110,334   

Operating margin(1)

     40.25     38.52     34.92

Other Airport Subsidiaries(2):

      

Revenues:

      

Aeronautical services

   Ps. 355,385      Ps. 402,184      Ps. 460,044   

Non-aeronautical services

     68,221        101,503        106,905   
     423,606        503,687        566,949   

Improvements to concession assets(5)

     147,437        14,168        190,793   

Total revenues

     571,043        517,855        757,741   

Total costs

     549,449        422,235        640,098   

Costs of operations(4)

     272,450        287,297        308,325   

Cost of improvements to concession(5)

     147,437        14,169        190,792   

Depreciation and amortization

     129,562        133,536        137,816   

Other expense (income)

     0        (12,767     3,165   

Income from operations

     21,594        95,620        117,643   

Operating margin(1)

     3.78     13.10     15.53

Other Subsidiaries(3):

      

Total costs

     30,053        (7,988     (239,550

Costs of operations(4)

     26,724        6,500        26,497   

Depreciation and amortization

     10,400        9,686        9,488   

Other expense (income)

     (7,453     (24,177     (275,535

Income (loss) from operations

     (30,053     7,988        239,550   

Total:

      

Revenues:

      

Aeronautical services

   Ps. 3,616,616      Ps. 3,925,736      Ps. 5,419,022   

Non-aeronautical services

     1,170,492        1,338,542        1,849,252   
     4,787,108        5,264,278        7,268,274   

Improvements to concession assets(5)

     440,728        281,874        838,635   

Total revenues

     5,227,836        5,546,152        8,106,909   

Total costs

     2,854,659        2,781,063        4,018,309   

Costs of operations(4)

     1,538,149        1,617,393        2,277,851   

Cost of improvements to concession(5)

     440,728        281,874        838,635   

Depreciation and amortization

     883,235        925,220        1,156,435   

Other income

     (7,453     (43,424     (254,612

Income from operations

     2,373,177        2,765,089        4,088,600   

Operating margin(1)

     45.4     49.9     50.4

 

(1) We determine operating margin per airport by dividing income from operations at each airport or group of airports by total revenues for that airport or group of airports.
(2) Reflects the results of operations of our Morelia, La Paz, Aguascalientes, Mexicali, Los Mochis and Manzanillo airports.
(3) Other subsidiaries data reflects the results of operations of our principal holding company as well as those of our administrative, operating and car parking services providers.
(4) Cost of operations includes cost of services, technical assistance fees and concession taxes.
(5) Corresponds to recognition of revenues and costs pursuant to IFRIC 12.
(6) Includes information for the Montego Bay airport for the period from April 1 through December 31, 2015.

 

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Summary Historical Results of Operations

As a result of our acquisition of DCA, our summary consolidated financial and operating information for the fiscal year ended December 31, 2015 includes the consolidation of MBJA from April 1, 2015. Therefore, financial and operating information for the fiscal year ended December 31, 2015 may not be directly comparable with financial and operating information for prior fiscal years.

The following table sets forth a summary of our consolidated results of operations for the years indicated:

Summary Consolidated Results of Operations

 

     Year ended December 31,  
     2013     2014     2015  
     Amount     Amount     Amount     % change  
     (thousands of pesos, except percentages)  

Revenues:

        

Aeronautical services

   Ps.  3,616,616      Ps.  3,925,736        Ps. 5,419,022        38.0

Non-aeronautical services

     1,170,492        1,338,542        1,849,252        38.2
     4,787,108        5,264,278        7,268,274        38.1

Improvements to concession assets

     440,728        281,874        838,635        197.5

Total revenues

     5,227,836        5,546,152        8,106,909        46.2

Operating costs:

        

Cost of services

     1,128,951        1,161,588        1,558,258        34.1

Technical assistance fees

     171,470        194,228        236,507        21.8

Concession taxes

     237,728        261,577        483,086        84.7

Depreciation and amortization

     883,235        925,220        1,156,435        25.0

Other income

     (7,453     (43,424     (254,612     486.3

Cost of improvements to concession assets

     440,728        281,874        838,635        197.5

Total costs

     2,854,659        2,781,663        4,018,309        44.5

Income from operations

     2,373,177        2,765,089        4,088,600        47.9

Finance income (cost)

        

Interest income, net

     (54,922     (15,225     (118,415     677.8

Exchange gain (loss), net

     3,763        7,235        (338,395     (4777.5 )% 

Net finance (cost) income

     (51,159     (7,990     (456,810     5617.1

Share of loss of associate

     n/a        n/a        (13,704     100

Income before income taxes

     2,322,018        2,757,099        3,618,086        31.2

Income tax expense

     75,788        514,579        847,309        64.7

Profit for the year

     2,246,230        2,242,520        2,770,777        23.6

Other comprehensive income

        

Exchange differences on translating foreign operations

     n/a        n/a        482,394        100.0

Total comprehensive income for the year

     2,246,230        2,242,520        3,253,171        45.1

Profit for the year attributable to:

        

Controlling interest

     2,246,230        2,242,520        2,726,020        21.6

Non-controlling interesting

     n/a        n/a        44,757        100.0

Profit for the year

     2,246,230        2,242,520        2,770,777        23.6

Total comprehensive income for the year

        

Controlling interest

     2,246,230        2,242,520        3,141,513        40.1

Non-controlling interesting

     n/a        n/a        111,658        100.0

Total comprehensive income for the year

     2,246,230        2,242,520        3,253,171        45.1

Other operating data (unaudited):

        

Operating margin(1)

     45.4     49.9     50.4  

Net margin(2)

     43.0     40.4     34.2  

 

(1) Income from operations divided by total revenues, expressed as a percentage.
(2) Net income divided by total revenues, expressed as a percentage.

 

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Results of Operations for the Year ended December 31, 2015 Compared to the Year Ended December 31, 2014

Revenues

Total revenues for 2015 increased 46.2%, from Ps.5,546.2 million in 2014 to Ps.8,106.9 million in 2015, mainly due to the consolidation of MBJA, which had total revenues of Ps.995.7 million. The total revenue increase comprised an increase of Ps.1,493.3 million in aeronautical services revenues, an increase of Ps.510.7 million in non-aeronautical services revenues and an increase of Ps.556.7 in revenues from improvements to concession assets as a result of the committed investments outlined in our Master Development Programs.

Aeronautical Services Revenues

Aeronautical services revenues increased 38.0%, from Ps.3,925.7 million in 2014 to Ps.5,419.0 million in 2015, primarily due to the consolidation of MBJA, which had an aeronautical services revenues of Ps.731.6 million, in addition to an increase of Ps.761.4 million, or 19.4%, in revenues in our Mexican airports as a result of an increase in total passenger traffic and the tariff adjustment for 2015. During 2015, revenues in our Mexican airports from passenger charges increased 20.6% or Ps.693.2 million, primarily driven by a 12.6% increase in passengers that paid passenger charges and the increase in specific tariffs as of January 1, 2015. Revenues in our Mexican airports from aircraft landing and parking fees increased 11.5%, or Ps.39.6 million, while revenues from the leasing of spaces to airlines for ticket counter, airport security, complementary services and passenger walkaway charges increased 13.9% or Ps.28.9 million.

Non-Aeronautical Services Revenues

Non-aeronautical services revenues for 2015 increased by Ps.510.7 million, or 38.2%, from Ps.1,338.5 million in 2014 to Ps.1,849.3 million in 2015, mainly due to the consolidation of MBJA, which had non-aeronautical services revenues of Ps.264.1 million. Revenues from businesses operated directly by us in our Mexican airports increased by Ps.103.9 million, or 25.4%, mainly due to an increase of Ps.41.7 million, or 105.1%, in revenues from convenience stores (related to the opening of nine new convenience stores), as well as an increase of Ps.26.7 million, or 69.8%, from VIP lounges (related to the opening of two new lounges). Revenues from businesses operated by third parties in our Mexican airports increased by Ps.162.2 million, or 20.9%, primarily driven by revenues from duty-free stores, leasing of space, food and beverage, timeshare developers, ground transportation and car rental companies, which together increased by Ps.155.3 million, or 28.7%.

Revenues from Improvements to Concession Assets

Revenues from improvements to concession assets in 2015 increased Ps.556.7 million, or 197.5%, from Ps.281.9 million in 2014 to Ps.838.6 million in 2015. The main factor that determines the change in revenues from improvements to concession assets from 2014 to 2015 is the beginning of a new Master Development Program for the 2015-2019 period, which represents the greatest committed investment for us to date. During 2015, the main commitments of improvements to concession assets included: (i) the expansion of the terminals at our Guadalajara, La Paz, Mexicali and Los Cabos airports and (ii) the adaptation of the Tijuana terminal for the cross-border bridge and the construction of the bridge. During 2015, MBJA did not undertake improvements to concession assets.

Revenues by Airport

Total revenues at most of our airports increased, mainly due to the increase in aeronautical services revenues.

 

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At the Guadalajara airport, revenues increased by 10.3% or Ps.212.0 million, from Ps.2,053.4 million in 2014 to Ps.2,265.4 million in 2015 (revenues increased 15.1%, or Ps.280.3 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased 15.0% or Ps.214.9 million, from Ps.1,432.5 million in 2014 to Ps.1,647.4 million in 2015, due to a Ps.210.3 million or 17.2% increase in passenger charges driven by a 12.1% increase in passenger traffic. Non-aeronautical revenues increased 15.3% or Ps.65.4 million, from Ps.426.0 million in 2014 to Ps.491.4 million in 2015, primarily due to a Ps.36.6 million increase in revenues from businesses operated by third parties, such as leasing of space, food and beverage operations, car rentals, duty-free stores and retail operations. Revenues from business lines operated by us increased Ps.28.7 million, principally as a result of increased revenues related to the operation of the baggage screening systems, advertising and VIP lounges. Revenues from improvements to concession assets decreased Ps.68.3 million (an increase of 15.1% taking into account only revenues from aeronautical and non-aeronautical services).

At the Tijuana airport, revenues increased by 58.8% or Ps.433.7 million, from Ps.737.6 million in 2014 to Ps.1,171.4 million in 2015, mainly due to a Ps.274.7 million increase in revenues from improvements to concession assets from Ps.4.0 million in 2014 to Ps.278.7 million in 2015. Aeronautical revenues increased 23.4% or Ps.133.1 million, from Ps.569.0 million in 2014 to Ps.702.1 million in 2015 (revenues increased 21.7% taking into account only revenues from aeronautical and non-aeronautical services). This increase was due to an increase in passenger charges of Ps.115.6 million as well as in revenues from landing and aircraft parking charges, which together increased Ps.12.7 million, and, to a lesser extent, an increase in airport security charges, leasing of space to airlines and complementary services, which together increased Ps.4.8 million. Non-aeronautical revenues increased by 15.8% or Ps.26.0 million, from Ps.164.6 million in 2014 to Ps.190.6 million in 2015, primarily due to an increase of Ps.12.5 million from business lines operated by us, including car parking, VIP lounges, advertising and operation of the baggage screening systems, as well as an increase of Ps.13.5 million in revenues from business lines operated by third parties, including from leasing of space, food and beverage operations, retail operations and car rentals and leasing.

At the Los Cabos airport, revenues increased by 26.9% or Ps.263.0 million, from Ps.977.4 million in 2014 to Ps.1,240.4 million in 2015, mainly due to an increase of aeronautical revenues by 20.7% or Ps.124.1 million, from Ps.599.9 million in 2014 to Ps.724.0 million in 2015. This increase was mainly due to a Ps.118.4 million or 23.8% increase in passenger charges driven by a 11.2% increase in passenger traffic, and increases in landing charges, aircraft parking charges, leasing of space to airlines and airport security charges totaling Ps.5.7 million. Non-aeronautical revenues increased by 20.7% or Ps.68.7 million, from Ps.331.5 million in 2014 to Ps.400.1 million in 2015, primarily due to a Ps.57.3 million increase in revenues from business lines operated by third parties, including food and beverage operations, car rentals, leasing of space to timeshare developers and duty-free operations, as well as a Ps.11.4 million increase in revenues from business lines operated by us, including convenience stores and VIP lounges. Revenues from improvements to concession assets increased Ps.70.2 million.

At the Montego Bay airport, total revenues were Ps.995.7 million for the period from April 1 through December 31, 2015. Aeronautical revenues amounted to Ps.731.6 million for the period from April 1 through December 31, 2015 (representing 73.5% over total revenues), mainly due to passenger charges for Ps.417.2 million, complementary service providers for Ps.170.4 million and landing charges for Ps.70.6 million. Non-aeronautical revenues were Ps.264.1 million for the period from April 1 through December 31, 2015 (representing 26.5% over total revenues), primarily due to Ps.236.5 million in revenues from businesses operated by third parties, such as leasing of space, food and beverage operations, car rentals, duty-free store and retail operations. Revenues from business lines operated by us amounted to Ps.27.6 million, principally as a result of revenues related to the operation of the baggage screening systems and advertising. MBJA did not record revenues from improvements to concession assets for the period from April 1 through December 31, 2015.

 

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At the Puerto Vallarta airport, revenues increased by 29.7% or Ps.225.8 million, from Ps.760.2 million in 2014 to Ps.986.0 million in 2015, mainly due to a 26.1% or Ps.142.5 million increase in aeronautical revenues, from Ps.545.9 million in 2014 to Ps.688.4 million in 2015 (revenues increased by 26.7%, or Ps.199.1 million, taking into account only revenues from aeronautical and non-aeronautical services). This increase was due to an increase in passenger charges of Ps.143.3 million, itself caused principally by a 14.9% increase in passenger traffic, whereas revenues from complementary services provided and airport security charges increased in the aggregate by Ps.6.0 million, and partially offset by a combined decrease of Ps.6.8 million in landing and aircraft parking charges and leasing of space. Non-aeronautical revenues increased by 28.3%, or Ps.56.6 million, from Ps.199.7 million in 2014 to Ps.256.3 million in 2015, primarily due to a Ps.42.4 million increase in revenues from businesses operated by third parties, including retail operations, leasing of space to timeshare developers, car rentals and duty-free store, as well as an increase in revenues from business lines operated by us of Ps.14.2 million, including revenues related to the operation of the baggage screening systems, convenience stores and VIP lounges. Revenues from improvements to concession assets increased Ps.26.7 million in 2015, as compared to 2014.

At the Guanajuato airport, revenues increased by 41.6% or Ps.110.1 million, from Ps.264.3 million in 2014 to Ps.374.4 million in 2015, mainly due to a 31.6% or Ps.63.9 million increase in aeronautical revenues, from Ps.202.5 million in 2014 to Ps.266.4 million in 2015 (revenues increased 31.8%, or Ps.83.6 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 31.6%, or Ps.63.9 million, from Ps.202.5 million in 2014 to Ps.266.4 million in 2015, mainly due to a 22.1% increase in passenger traffic. Non-aeronautical revenues increased by 32.6%, or Ps.19.7 million, from Ps.60.3 million in 2014 to Ps.80.0 million in 2015. This increase is a result of a Ps.11.5 million increase in revenues from businesses operated by us, such as advertising, car parking charges and the operation of the baggage screening systems, as well as a Ps.8.2 million increase in revenues from businesses operated by third parties, including the leasing of space, car rentals and retail operations. The revenues from improvements to concession assets increased Ps.26.5 million in 2015, as compared to 2014.

At the Hermosillo airport, revenues increased by 34.2% or Ps.80.6 million, from Ps.235.3 million in 2014 to Ps.315.9 million in 2015, primarily due to a Ps.50.3 million increase in revenues from improvements to concession assets, from Ps.6.6 million in 2014 to Ps.56.9 million in 2015 (revenues increased 13.2%, or Ps.30.3 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 14.6% or Ps.25.3 million, from Ps.173.8 million in 2014 to Ps.199.1 million in 2015, mainly due to a 1.7% increase in passenger traffic. Non-aeronautical revenues increased by 9.0% or Ps.4.9 million, from Ps.54.9 million in 2014 to Ps.59.8 million in 2015, primarily due to a Ps.3.4 million increase in revenues from business lines operated by us, including the operation of the baggage screening systems, advertising, convenience stores and VIP lounges, as well as due to a Ps.1.5 million increase in revenues from business lines operated by third parties, primarily resulting from the leasing of space, car rentals, and ground transportation.

Revenues at our other six Mexican airports increased by 46.3% or Ps.239.9 million, from Ps.517.9 million in 2014 to Ps.757.7 million in 2015, mainly due to an increase of 1,246.5%, or Ps.176.6 million, from Ps.14.2 million in 2014 to Ps.190.8 million in 2015, in revenues from improvements to concession assets (revenues increased 12.6%, or Ps.63.3 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues at these airports increased by 14.4% or Ps.57.9 million, from Ps.402.2 million in 2014 to Ps.460.0 million in 2015, mainly due to a 9.0% increase in passenger traffic. Non-aeronautical revenues increased by 5.3% or Ps.5.4 million, from Ps.101.5 million in 2014 to Ps.106.9 million in 2015, primarily due to a Ps.2.6 million increase in revenues from businesses operated by us, including advertising, car parking charges and the operation of the baggage screening systems, as well as a Ps.2.8 million increase in revenues from businesses operated by third parties, including the leasing of space, car rentals and communications services.

 

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Operating Costs

Total operating costs during 2015 increased by Ps.1.2 billion, or 44.5%, compared to 2014, mainly due to the consolidation of MBJA, which had operating expenses of Ps.653.7 million. This amount primarily comprises depreciation and amortization costs of Ps.220.6 million (which included the amortization of the Montego Bay airport concession’s fair value by Ps.116.9 million), concession tax costs of Ps.171.1 million, employee costs of Ps.77.6 million, utilities costs of Ps.60.5 million, safety, security and insurance costs of Ps.46.4 million and maintenance costs of Ps.44.3 million. The value of the Montego Bay airport concession was determined from the fair value of the DCA and MBJA acquisition. See “Item 5, Operating and Financial Review and Prospects – Critical Accounting Policies – Fair Value of the DCA Acquisition Assets.” Operating costs for our Mexican airports in 2015 increased by Ps.583.5 million, or 21.0%, compared to 2014.

Cost of Services

Cost of services, which comprises employee costs, maintenance, safety, security, insurance, utilities and other expenses, increased by Ps.396.7 million, or 34.1%, from Ps.1.2 billion in 2014 to Ps.1.6 billion in 2015 primarily due to the consolidation of MBJA, which had cost of services of Ps.262.2 million. Employee costs increased 27.8%, or Ps.109.2 million, mainly due to the consolidation of Ps.77.6 million for the Montego Bay airport. Maintenance expenses increased 35.1%, or Ps.78.5 million, mainly due to Ps.44.4 million for the Montego Bay airport, caused by routine maintenance on runways, security equipment, machinery and equipment, in addition to major maintenance undertaken in certain operational areas. Safety, security and insurance expenses increased 29.5%, or Ps.56.8 million, mainly due to the consolidation of Ps.46.4 million expenses at the Montego Bay airport, as a result of an increase in security. Utility expenses increased 30.0%, or Ps.44.4 million, mainly due to the consolidation of MBJA which had an electricity cost of Ps.60.5 million. Other expenses increased 52.9%, or Ps.107.7 million (taking into account Ps.33.4 million of other expenses for the Montego Bay airport), mainly due to increases in professional fees for legal defense and corporate consulting relating to the acquisition of DCA, as well as the development of projects to build or renovate a hotel, offices and commercial areas.

Cost of services for our Mexican airports increased by Ps.136.1 million, or 11.7%, in 2015 compared to 2014. The change in cost of services for these airports was composed primarily of the following factors:

 

    Other operating expenses increased by Ps.75.6 million, or 37.1%, compared to 2014, due to an increase in professional services fees of Ps.37.7 million, in addition to an increase of Ps.22.1 million in supplies for convenience stores and VIP lounges, a Ps.8.0 million increase in the reserve for doubtful accounts and other supplies of Ps.2.9 million.

 

    Maintenance costs increased by Ps.34.1 million, or 15.3%, compared to 2014, mainly due to maintenance of checked baggage inspection equipment, operating areas, air conditioning, computer equipment, replacement of baggage equipment parts and building cleaning services.

 

    Employee costs increased by Ps.31.6 million, or 8.0%, compared to 2014, mainly due to an increase in wages and salaries.

 

    Safety, security and insurance expenses increased by Ps.10.5 million, or 5.4% compared to 2014, mainly due to increased security costs for our terminals.

 

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    Utility costs declined by Ps.15.6 million, or 10.9%, compared to 2014, mainly due to a decline in electricity consumption resulting from cost control initiatives implemented at the airports as well as the decrease in electricity rates.

The main Mexican airport that contributed to the increase in the cost of services for 2015 was the Guadalajara airport. The cost of services at our Guadalajara airport increased from Ps.428.4 million in 2014 to Ps.516.9 million in 2015, or 20.6%, mainly as a result of 13.4% increase in expenses of maintenance by the expansion of the terminal.

Technical Assistance Fees

The technical assistance fees increased 21.8%, or Ps.42.3 million, from Ps.194.2 million in 2014 to Ps.236.5 million in 2015. This increase was mainly due to an increase in our consolidated income from operations, which is used to calculate the technical assistance fee due to AMP. See “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.

Concession Taxes

As a result of increased revenues (excluding revenues from improvements to concession assets as they do not form part of income for purposes of the government concession tax), government concession taxes increased 84.7%, from Ps.261.6 million in 2014 to Ps.483.1 million in 2015. This increase was mainly due to the consolidation of MBJA, which had concession taxes of Ps.171.1 million.

Depreciation and Amortization

Depreciation and amortization increased 25.0%, or Ps.231.2 million, from Ps.925.2 million in 2014 to Ps.1.2 billion in 2015, mainly due to the consolidation of MBJA which had an amortization expense of Ps.220.6 million (including the amortization of the Montego Bay Airport concession’s fair value by Ps.116.9 million), and, to a lesser extent, the growth in infrastructure resulting from our fulfillment of our Master Development Programs and our commitment to provide better services to our clients.

Other Expense (Income)

Other income in 2015 increased by Ps.211.2 million, mainly due to the recognition of the Ps.189.8 million for bargain purchase gain from the determination of the fair value for the acquisition of DCA and MBJA. This is a one-time effect that is explained further under “Critical Accounting Policies – Fair Value of the DCA Acquisition Assets” below. Other income also increased due to other services provided by DCA of Ps.30.4 million, which was partially offset by the cost of repairs caused by natural disasters, net of the insurance recovery, for Ps.7.6 million, among others.

Cost of Improvements to Concession Assets

Cost of improvements to concession assets in 2015 increased Ps.556.8 million, or 197.5%, from Ps.281.9 million in 2014 to Ps.838.6 million in 2015. The primary factor influencing the increase in cost of improvements to concession assets from 2014 to 2015 was the change in amounts allocated in our Master Development Programs for 2015 as compared to 2014. MBJA did not undertake any improvements to concession assets at the Montego Bay airport in 2015.

Operating Costs by Airport

Operating costs for the Guadalajara airport were Ps.913.7 million in 2015, a 3.6%, or Ps.32.1 million, increase from the Ps.881.5 million recorded in 2014. This increase was primarily due to a

 

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18.5%, or Ps.81.6 million, increase in the cost of services, mainly in utilities, safety, security and insurance and maintenance, as well as a Ps.18.8 million increase in depreciation and amortization (operating costs increased Ps.100.4 million, or 14.6%, without including the cost of improvements to concession assets). The increase was partially offset by a Ps.68.3 million decrease in the cost of improvements to concession assets from Ps.194.9 million in 2014 to Ps.126.6 million in 2015.

Operating costs for the Tijuana airport increased Ps.304.9 million, or 79.5%, to Ps.688.3 million in 2015 from Ps.383.4 million in 2014. This increase was mainly due to a Ps.274.7 million increase in the cost of improvements to concession assets from Ps.4.0 million in 2014 to Ps.278.7 million, and, to a lesser extent, an increase of 13.1%, or Ps.32.2 million, in the cost of operation mainly in safety, security and insurance, professional services and other expenses, from Ps.244.3 million in 2014 to Ps.276.5 million in 2015. This increase was partially offset by a Ps.2.0 million decrease in depreciation and amortization. Operating costs increased 8.0%, or Ps.30.2 million, without including improvements to concession assets.

Operating costs for the Los Cabos airport increased 24.6%, or Ps.113.8 million, to Ps.577.3 million in 2015 from the Ps.463.5 million recorded in 2014. This increase was mainly due to a 152.3%, or Ps.70.2 million, increase in the cost of improvements to concession assets from Ps.46.1 million in 2014 to Ps.116.3 million in 2015, as well as due to a 26.5%, or Ps.61.0 million, increase in the cost of operation mainly in safety, security and insurance, services and other expenses, from Ps.230.4 million in 2014 to Ps.291.4 million in 2015. The increase was partially offset by a Ps.17.4 million decrease in depreciation and amortization, mainly due to remodeling costs required following terminal damage caused by Hurricane Odile in 2014. Operating costs increased 10.5%, or Ps.43.6 million, without including improvements to concession assets.

Operating costs for the Montego Bay airport were Ps.653.7 million for the period from April 1 through December 31, 2015, comprising Ps.433.8 million operating cost (representing 66.3% over total costs) mainly cost of services, including employee costs, maintenance costs, utilities, security costs and insurance premiums, and depreciation and amortization expenses of Ps.220.6 million. MBJA did not record any improvements to concession assets at the Montego Bay airport for the period from April 1 through December 31, 2015.

Operating costs for the Puerto Vallarta airport increased 13.2%, or Ps.47.7 million, to Ps.409.3 million in 2015 from Ps.361.6 million in 2014. This increase was primarily due to a 183.5%, or Ps.26.8 million, increase in the cost of improvements to concession assets, as well as a 7.6%, or Ps.16.8 million, increase in the cost of services, driven by an increase in the cost of supplies for convenience stores and maintenance cost. Operating costs increased 6.0%, or Ps.20.9 million, without including of improvements to concession assets.

Operating costs for the Guanajuato airport increased 28.1% or Ps.37.1 million, from the Ps.132.1 million recorded in 2014 to Ps.169.2 million in 2015. This increase was primarily due to a Ps.26.5 million increase in the cost of improvements to concession assets from Ps.1.5 million in 2014 to Ps.28.0 million in 2015. The cost of services increased 10.2%, or Ps.9.0 million, mainly in maintenance costs, which was partially offset by a decrease in the cost of supplies for convenience stores, and depreciation and amortization increased Ps.1.6 million. Operating costs increased 8.1%, or Ps.10.6 million, without including improvements to concession assets.

Operating costs for the Hermosillo airport increased 42.1%, or Ps.60.9 million, to Ps.205.6 million in 2015 from the Ps.144.7 million recorded in 2014. This increase was due to a 758.5%, or Ps.50.4 million, increase in the cost of improvements to concession assets from Ps.6.6 million in 2014 to Ps.57.0 million in 2015. The cost of services increased Ps.9.2 million, mainly in maintenance and the cost of supplies for convenience stores, and depreciation and amortization increased Ps.1.4 million. Operating costs increased 7.7%, or Ps.10.6 million, without including improvements to concession assets.

 

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Operating costs for our six other Mexican airports increased 42.2%, or Ps.190.1 million, from the Ps.450.0 million recorded in 2014 to Ps.640.1 million in 2015. This increase was primarily due to a 1246.5% or Ps.176.6 million increase in the cost of improvements to concession assets from Ps.14.2 million in 2014 to Ps.190.8 million in 2015. Additionally, the cost of services increased Ps.37.0 million, and depreciation and amortization increased Ps.4.3 million. Operating costs increased 3.1%, or Ps.13.5 million, without including improvements to concession assets.

Operating Income

Operating income increased 47.9%, or Ps.1.3 billion, from Ps.2.8 billion in 2014 to Ps.4.1 billion in 2015. This increase was due to higher revenue in 2015 and the consolidation of MBJA, (which contributed Ps.341.3 million), which was partially offset by increases in expenses. Our operating margin increased 50 basis points, from 49.9% in 2014 to 50.4% in 2015 (taking into account only the sum of aeronautical and non-aeronautical revenues, the operating margin increased 380 basis points in 2015, from 52.5% to 56.3%).

Operating margin is calculated by dividing income from operations at each airport by total revenues for that airport. Historically, our most profitable airports have been our Guadalajara, Los Cabos and Puerto Vallarta airports, which handle the majority of our international passengers. Historically, operating margins at our Tijuana airport have been lower than at our other principal airports because the maximum rates applicable to aeronautical services provided at our Tijuana airport are lower than those applicable to our other principal airports. This results from the amortization of our concession relative to the level of revenues being much higher at our Tijuana airport than at our other principal airports due to the fact that the original concession value assigned to the Tijuana airport was proportionately higher.

Operating Income by Airport

Operating income for the Guadalajara airport increased by 15.3%, or Ps.179.8 million, from Ps.1.2 billion in 2014 to Ps.1.4 billion in 2015, mainly due to an increase in aeronautical and non-aeronautical revenues of Ps.280.3 million. Additionally, operating costs increased Ps.32.1 million and depreciation and amortization increased Ps.18.8 million. The operating margin increased 260 basis points, from 57.1% to 59.7% (operating margin increased 10 basis points, from 63.1% to 63.2%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Tijuana airport increased by 36.4%, or Ps.128.9 million, from Ps.354.2 million in 2014 to Ps.483.1 million in 2015, primarily due to an increase in aeronautical and non-aeronautical revenues as a result of an increase in passenger traffic. The operating margin decreased 680 basis points from 48.0% to 41.2% (operating margin increased 580 basis points to 54.1% from 48.3%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Los Cabos airport increased by 29.0%, or Ps.149.1 million, from Ps.514.0 million in 2014 to Ps.663.1 million in 2015, primarily due to an increase in aeronautical and non-aeronautical revenues. The operating margin increased 90 basis points from 52.6% to 53.5% (operating margin increased 380 basis points, to 59.0% from 55.2%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Montego Bay airport was for Ps.341.3 million for the period from April 1 through December 31, 2015, primarily due to aeronautical and non-aeronautical revenues, which were greater than the operating costs. The operating margin was 34.3%, taking into account the sum of aeronautical and non-aeronautical revenues only.

Operating income for the Puerto Vallarta airport increased by 44.7%, or Ps.178.2 million, from Ps.398.5 million in 2014 to Ps.576.7 million in 2015, mainly due to an increase in aeronautical and non-aeronautical

 

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revenues as a result of the increase in passenger traffic greater than the corresponding increase in operating costs. The operating margin increased 610 basis points from 52.4% to 58.5% (operating margin increased 750 basis points to 61.0% from 53.5%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Guanajuato airport increased 55.2%, or Ps.73.0 million, from Ps.132.2 million in 2014 to Ps.205.2 million in 2015, primarily due to an increase in aeronautical and non-aeronautical revenues. The operating margin increased 480 basis points from 50.0% to 54.8% (operating margin increased 890 basis points from 50.3% to 59.2%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Hermosillo airport increased by 21.7%, or Ps.19.7 million, from Ps.90.7 million in 2014 to Ps.110.3 million in 2015, primarily due to an increase in aeronautical and non-aeronautical revenues. The operating margin decreased 360 basis points from 38.5% to 34.9% (operating margin increased 300 basis points from 39.6% to 42.6%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for our six other Mexican airports increased 73.4%, or Ps.49.8 million, from Ps.67.8 million in 2014 to Ps.117.6 million in 2015. The change in operating income was primarily due to a higher percentage increase in the sum of aeronautical and non-aeronautical revenues as compared to our fixed costs.

Finance Income (Cost)

Our financial cost increased by Ps.448.8 million in 2015 with respect to 2014, from an expense of Ps.8.0 million in 2014 to an expense of Ps.456.8 million in 2015. This increase was mainly due to the foreign exchange rate loss of Ps.344.3 million in 2015 regarding 2014, from an income of Ps.7.2 million in 2014 to an expense of Ps.337.1 million in 2015, as a result of a peso depreciation from Ps.14.71 per U.S. dollar at December 31, 2014 to Ps.17.20 per U.S. dollar at December 31, 2015, derived from the U.S.$191.0 million U.S. dollar-denominated loan obtained in connection with the acquisition of DCA, which was partially offset by the exchange rate gain of Ps.35.9 million in 2015. The effect of the foreign exchange rate loss was partially offset by the recognition of Ps.482.4 million in revenues from currency translation effects in 2015, recognized within other comprehensive income, in accordance with applicable norms. Additionally, we incurred the following financial expenses: (i) Ps.138.9 million in interest expense paid on loans for capital investments in Mexico; (ii) Ps.36.2 million in financing interest expenses related to MBJA’s debt and (iii) Ps.23.4 financing interest expenses paid for the acquisition of DCA. These expenses were partially offset by an increase in interest income of Ps.80.1 million.

Income Taxes

As compared with 2014, income taxes increased by Ps.332.7 million, from Ps.514.6 million in 2014 to Ps.847.3 million in 2015. MBJA’s income tax expense was Ps.74.1 million, while the Mexican airports’ current tax increased by Ps.195.4 million and deferred tax decreased by Ps.63.2 million due to a 2.1% inflation rate in 2015 as compared to a 4.1% inflation rate in 2014. Income taxes for 2015 principally consisted of the following: (i) current income tax expense for the year of Ps.1,030.0 million, an increase of Ps.269.5 million from 2014 to 2015; and (ii) a deferred income tax benefit decrease from Ps.245.9 million in 2014 to Ps.182.7 million in 2015. Our effective tax rate increased from 19% in 2014 to 23% in 2015.

 

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Net Income and Comprehensive Income Attributable to Controlling Interest

Net income and comprehensive income increased by 45.1%, or Ps.1.01 billion, from Ps.2.24 billion in 2014 to Ps.3.25 billion in 2015, mainly due to a Ps.1,323.5 million increase in operating income comprising a Ps.792.3 million increase in our Mexican airports’ operating income, a Ps.341.5 million increase from the consolidation of the Montego Bay airport and a Ps.189.7 increase due to bargain purchase gain from the acquisition of DCA. This effect was offset by a Ps.269.5 million increase in income taxes and a $63.2 million decrease in deferred tax. Our net margin decreased from 40.4% in 2014 to 34.2% in 2015 (taking into account only aeronautical and non-aeronautical revenues, net margin decreased to 38.1% from 42.6%).

Statement of Financial Position

The consolidation of DCA had a positive impact on the following items in the Company’s financial statements as of December 31, 2015: cash and cash equivalents of Ps.439.0 million, trade accounts receivable of Ps.80.8 million, equipment and machinery of Ps.413.7 million, improvements to concession assets of Ps.1,996.0 million, and airport concessions of Ps.2,912.9 million.

Total liabilities increased by Ps.6,317.2 million compared to the same period in 2014. This increase was primarily due to (i) the U.S.$191.0 million (Ps.3,286.4 million) bridge loan obtained for the acquisition of 100% of DCA’s shares, (ii) a Ps.850.0 million increase in capital market debt for capital expenditures financing, (iii) MBJA financial debt of Ps.663.9 million, (iv) deferred tax liabilities of Ps.818.8 million due to the Montego Bay airport’s concession assets, (v) accounts payable of Ps.336.6 million, (vi) deposits received in guarantee of Ps.128.3 million, (vii) income taxes payable of Ps.99.4 million and (viii) concession taxes payable of Ps.79.1 million, among other liabilities.

Results of Operations for the Year ended December 31, 2014 Compared to the Year Ended December 31, 2013

Revenues

Total revenues for 2014 increased 6.1%, from Ps.5,227.8 million in 2013 to Ps.5,546.2 million in 2014, due to an increase of Ps.309.1 million in aeronautical services revenues and an increase of Ps.168.1 million in non-aeronautical services revenues. This was partially offset by a Ps.158.9 million decrease in revenues from improvements to concession assets as a result of the committed investments outlined in our Master Development Programs, which for 2014 were less than the corresponding amounts in 2013.

Aeronautical Services Revenues

Aeronautical services revenues increased 8.5%, from Ps.3,616.6 million in 2013 to Ps.3, 925.7 million in 2014, primarily due to a 6.7% increase in passenger traffic compared to 2013, a 4.24% increase in the Mexican PPI, excluding petroleum, and a 2.05% increase in specific tariffs as of May 2, 2014. Revenues from passenger charges increased 9.7% or Ps.298.0 million, primarily driven by a 6.7% increase in passengers that paid passenger charges and the increase in specific tariffs as of May 2, 2014. During 2014, revenues from aircraft landing and parking fees increased 2.3%, or Ps.7.6 million, while revenues from the leasing of spaces to airlines for ticket counter, airport security and back office space and complementary services increased 1.7%, or Ps.3.5 million.

 

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Non-Aeronautical Services Revenues

Non-aeronautical services revenues for 2014 increased Ps.168.1 million, or 14.4%, from Ps.1,170.5 million in 2013 to Ps.1,338.5 million in 2014. The primary factor influencing the change in non-aeronautical revenues from 2013 to 2014 was the Ps.119.5 million increase in businesses operated by us, mainly driven by car parking charges, revenues related to the operation of the baggage screening systems, VIP lounges, convenience stores and advertising. In addition, revenues from businesses operated by third parties increased by Ps.48.6 million, principally due to increases in revenues from the leasing of space, car rentals, food and beverage operations, retail operations, duty-free operations and ground transportation.

Revenues from Improvements to Concession Assets

Revenues from improvements to concession assets in 2014 decreased Ps.158.9 million, or 36.0%, from Ps.440.7 million in 2013 to Ps.281.9 million in 2014. The main factor that determines the change in revenues from improvements to concession assets from 2013 to 2014 was a decrease in our commitments under the Master Development Programs for 2014. During 2014, the main commitments of improvements to concession assets included: (i) the expansion of the terminals at the Guadalajara, La Paz, Mexicali and Los Cabos airports and (ii) the adaptation of the Tijuana terminal for the cross-border bridge and the construction of the bridge.

Revenues by Airport

Total revenues at most of our airports increased, mainly due to the increase in aeronautical services revenues.

At the Guadalajara airport, revenues increased by 6.1% or Ps.117.7 million, from Ps.1,935.7 million in 2013 to Ps.2,053.4 million in 2014 (revenues increased 9.5%, or Ps.162.0 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased 9.1% or Ps.119.1 million, from Ps.1,313.4 million in 2013 to Ps.1,432.5 million in 2014, due to a Ps.113.8 million or 10.3% increase in passenger charges driven by a 7.2% increase in passenger traffic and a 2.05% increase in tariffs due to inflation. Non-aeronautical revenues increased 11.2% or Ps.42.9 million, from Ps.383.1 million in 2013 to Ps.426.0 million in 2014, primarily due to a Ps.26.3 million increase in revenues from businesses operated by third parties, such as leasing of space, food and beverage operations, car rentals and retail operations. Revenues from business lines operated by us increased Ps.10.6 million, principally as a result of increased revenues related to the operation of the baggage screening systems, advertising and VIP lounges. Revenues from improvements to concession assets decreased Ps.44.3 million (an increase of 9.5% taking into account only revenues from aeronautical and non-aeronautical services).

At the Tijuana airport, revenues increased by 6.6% or Ps.45.5 million, from Ps.692.2 million in 2013 to Ps.737.6 million in 2014, mainly due to a 4.2% or Ps.22.7 million increase in aeronautical revenues, from Ps.546.3 million in 2013 to Ps.569.0 million in 2014 (revenues increased 7.5% taking into account only revenues from aeronautical and non-aeronautical services). This increase was due to an increase in passenger charges of Ps.24.0 million as well as in revenues from landing and aircraft parking charges, which together increased Ps.0.4 million, and was offset by a decrease in airport security charges, leasing of space to airlines and complementary services, which together decreased Ps.1.7 million. Non-aeronautical revenues increased by 20.7% or Ps.28.2 million, from Ps.136.4 million in 2013 to Ps.164.6 million in 2014, primarily due to an increase of Ps.22.7 million from business lines operated by us, including car parking, VIP lounges, advertising and operation of the baggage screening systems. In addition, revenues from business lines operated by third parties increased Ps.5.5 million, including from leasing of space, food and beverage operations, retail operations and car rentals and leasing. Revenues from improvements to concession assets decreased Ps.5.4 million.

 

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At the Los Cabos airport, revenues increased by 2.5% or Ps.24.0 million, from Ps.953.4 million in 2013 to Ps.977.4 million in 2014, mainly due to an increase of Ps.32.2 million in revenues from improvements to concession assets. This increase, in turn, was offset by the impact of Hurricane Odile, which caused the airport to suspend commercial operations for 18 days and subsequently affected the number of passengers flying to the area (revenues decreased 0.9%, or Ps.8.2 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues decreased by 0.7% or Ps.4.3 million, from Ps.604.2 million in 2013 to Ps.599.9 million in 2014, due to decreases in landing charges, aircraft parking charges, leasing of space to airlines and airport security charges totaling Ps.4.4 million, mainly due to the impact of Hurricane Odile. Non-aeronautical revenues decreased by 1.2% or Ps.3.9 million, from Ps.335.3 million in 2013 to Ps.331.5 million in 2014, primarily due to a Ps.3.0 million decrease in revenues from business lines operated by us, including convenience stores, revenues related to the operation of the baggage screening systems, advertising and VIP lounges, as well as a Ps.0.8 million decrease in revenues from business lines operated by third parties, including leasing of space, food and beverage operations, car rentals, leasing of space to timeshare developers and duty-free operations. These decreases were mainly due to the temporary closure of the airport during and after Hurricane Odile.

At the Puerto Vallarta airport, revenues increased by 16.8% or Ps.109.5 million, from Ps.650.6 million in 2013 to Ps.760.2 million in 2014, mainly due to a 18.6% or Ps.85.5 million increase in aeronautical revenues, from Ps.460.4 million in 2013 to Ps.545.9 million in 2014 (revenues increased by 18.9%, or Ps.118.7 million, taking into account only revenues from aeronautical and non-aeronautical services). This increase was due to an increase in passenger charges of Ps.81.4 million, itself caused by a 2.8% increase in passenger traffic and a 2.05% increase in tariffs due to inflation, whereas revenues from landing airport security charges and aircraft parking charges increased a combined Ps.4.0 million. Non-aeronautical revenues increased by 19.9%, or Ps.33.2 million, from Ps.166.5 million in 2013 to Ps.199.7 million in 2014, primarily due to a Ps.14.5 million increase in revenues from businesses operated by third parties, including retail operations, leasing of space to timeshare developers and other commercial spaces, as well as an increase in revenues from business lines operated by us of Ps.22.4 million, including revenues related to the operation of the baggage screening systems, convenience stores and VIP lounges. The increase in aeronautical and non-aeronautical revenues was partially offset by a decrease of Ps.9.1 million in revenues from improvements to concession assets in 2014, as compared to 2013.

At the Hermosillo airport, revenues increased by 9.9% or Ps.21.3 million, from Ps.214.0 million in 2013 to Ps.235.3 million in 2014, primarily due to a 36.8% increase in non-aeronautical revenues (revenues increased 6.9%, or Ps.14.7 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 0.01% or Ps.0.01 million, from Ps.173.7 million in 2013 to Ps.173.8 million in 2014. Non-aeronautical revenues increased by 36.8% or Ps.14.8 million, from Ps.40.1 million in 2013 to Ps.54.9 million in 2014, primarily due to a Ps.12.9 million increase in revenues from business lines operated by us related to the operation of the baggage screening systems, advertising, conveniences store and VIP lounges, as well as due to a Ps.1.7 million increase in revenues from business lines operated by third parties, primarily resulting from the leasing of space, food and beverage operations, car rentals, other commercial revenues and financial services. Revenues from improvements to concession assets increased by Ps.6.5 million in 2014, as compared to 2013.

At the Guanajuato airport, revenues increased by 25.4% or Ps.53.5 million, from Ps.210.8 million in 2013 to Ps.264.3 million in 2014, mainly due to a 24.2%, or Ps.39.5 million, increase in aeronautical revenues, from Ps.163.0 million in 2013 to Ps.202.5 million in 2014 (revenues increased 29.0%, or Ps.59.0 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 24.2% from Ps.163.0 million in 2013 to Ps.202.5 million in 2014, mainly due to a 22.4% increase in passenger traffic and a 2.05% increase in tariffs related to inflation. Non-aeronautical revenues increased by 47.9% or Ps.19.5 million, from Ps.40.8 million in 2013 to Ps.60.3 million in 2014. This increase is a result of a Ps.14.2 million increase in revenues from businesses

 

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operated by us, including increases in advertising, car parking charges and revenues related to the operation of the baggage screening systems, as well as a Ps.5.4 million increase in revenues from businesses operated by third parties, including the leasing of space, car rentals and communications services. The increase in aeronautical and non-aeronautical revenues was partially offset by a decrease of Ps.5.5 million in revenues from improvements to concession assets in 2014, as compared to 2013.

Revenues at our other six Mexican airports decreased by 9.3% or Ps.53.2 million, from Ps.571.0 million in 2013 to Ps.517.9 million in 2014, mainly due to a decrease of 90.4%, or Ps.133.3 million, from Ps.147.4 million in 2013 to Ps.14.2 million in 2014, in revenues from improvements to concession assets (revenues increased 18.9%, or Ps.80.1 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues at these airports increased by 13.2% or Ps.46.8 million, from Ps.355.4 million in 2013 to Ps.402.2 million in 2014, mainly due to a 11.3% increase in passenger traffic and a 2.05% increase in tariffs, due to inflation. Non-aeronautical revenues increased by 48.8% or Ps.33.3 million, from Ps.68.2 million in 2013 to Ps.101.5 million in 2014, primarily due to a Ps.30.0 million increase in revenues from businesses operated by us, including increases in advertising, car parking charges and revenues related to the operation of the baggage screening systems, as well as a Ps.3.3 million increase in revenues from businesses operated by third parties, including the leasing of space, car rentals and communications services.

Operating Costs

Operating costs at our Mexican airports decreased by Ps.73.6 million, or 2.6%, mainly due to the 36.0% decrease in the cost of improvements to concession assets described below. The decrease in cost of improvements to concession assets was mostly offset by a Ps.32.6 million, or 2.9%, increase in cost of services and a Ps.42.0 million, or 4.8%, increase in depreciation and amortization described below.

Cost of Services

Cost of services, which is composed of employee costs, maintenance, safety, security, insurance, utilities and other expenses, increased by Ps.32.6 million, or 2.9%, from Ps.1.1 billion in 2013 to Ps.1.2 billion in 2014. Maintenance expenses increased 11.7%, or Ps.23.5 million, mainly due to routine maintenance on runways, security equipment, machinery and equipment, in addition to major maintenance undertaken in certain operational areas. Safety, security and insurance expenses increased 11.0%, or Ps.19.2 million, mainly due to an increase in security. Utility expenses increased 4.2%, or Ps.5.9 million, mainly due to an increase in electricity rates and higher consumption of electricity as a result of the expansion of our terminals and the operation of new baggage screening system equipment. Employee costs increased 0.8%, or Ps.2.9 million. This increase was partially offset by a decrease of 8.5%, or Ps.18.9 million, in other costs, mainly due to decreases in professional fees related to legal defense and corporate consulting.

The main airport that contributed to the increase in the cost of services for 2014 was the Puerto Vallarta airport. The cost of services at our Puerto Vallarta airport increased from Ps.141.8 million in 2013 to Ps.152.8 million in 2014, or 7.7%, mainly as a result of the opening of the new convenience stores.

Technical Assistance Fee

The technical assistance fee increased 13.3%, or Ps.22.8 million, from Ps.171.5 million in 2013 to Ps.194.2 million in 2014. This increase was mainly due to an increase in our consolidated income from operations, which is used to calculate this fee. See “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.

 

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Concession Tax

As a result of increased revenues (excluding revenues from improvements to concession assets as they do not form part of income for purposes of the government concession tax), government concession taxes increased 10.0%, from Ps.237.7 million in 2013 to Ps.261.6 million in 2014.

Depreciation and Amortization

Depreciation and amortization increased 4.8%, or Ps.42.0 million, from Ps.883.2 million in 2013 to Ps.925.2 million in 2014, mainly due to the growth in infrastructure resulting from our fulfillment of our Master Development Programs and our commitment to provide better services to our clients. The amortization of concessions did not fluctuate materially.

Cost of Improvements to Concession Assets

Cost of improvements to concession assets in 2014 decreased Ps.158.9 million, or 36.0%, from Ps.440.7 million in 2013 to Ps.281.9 million in 2014. The primary factor influencing the decrease in cost of improvements to concession assets from 2013 to 2014 was the change in amounts allocated in our Master Development Programs for 2014 as compared to 2013.

Operating Costs by Airport

Operating costs for the Guadalajara airport were Ps.881.5 million in 2014, a 0.3%, or Ps.2.6 million, increase from the Ps.878.9 million recorded in 2013. This increase was primarily due to a 9.2%, or Ps.37.2 million, increase in the cost of services, mainly in utilities, safety, security and insurance and maintenance, as well as a Ps.9.7 million increase in depreciation and amortization (operating costs increased Ps.46.9 million, or 7.3%, without including the cost of improvements to concession assets). The increase was partially offset by a Ps.44.3 million decrease in the cost of improvements to concession assets from Ps.239.2 million in 2013 to Ps.194.9 million in 2014.

Operating costs for the Tijuana airport increased Ps.15.9 million, or 4.3%, to Ps.383.4 million in 2014 from Ps.367.5 million in 2013. This increase was due to a 7.5%, or Ps.17.1 million, increase in the cost of operation mainly in utilities and safety, security and insurance, from Ps.227.2 million in 2013 to Ps 244.3 million in 2014, and an increase of Ps.4.3 million in depreciation and amortization. The increase was partially offset by a Ps.5.4 million decrease in the cost of improvements to concession assets from Ps.9.4 million in 2013 to Ps.4.0 million in 2014. Operating costs increased 6.0%, or Ps.21.4 million, without including improvements to concession assets.

Operating costs for the Los Cabos airport increased 8.7%, or Ps.37.2 million, to Ps.463.5 million in 2014 from the Ps.426.3 million recorded in 2013. This increase was mainly due to a 232.2%, or Ps.32.2 million, increase in the cost of improvements to concession assets from Ps.13.9 million in 2013 to Ps.46.1 million in 2014 in addition to a Ps.22.0 million increase in depreciation and amortization. This increase was partially offset by a Ps.17.0 million increase in the cost of services, mainly due to remodeling costs for the terminal damaged by Hurricane Odile. Operating costs increased 1.2%, or Ps.5.0 million, without including improvements to concession assets.

Operating costs for the Puerto Vallarta airport increased 4.4%, or Ps.15.3 million, to Ps.361.6 million in 2014 from Ps.346.4 million in 2013. This increase was primarily due to an 11.8%, or Ps.23.2 million, increase in the cost of services, mainly due to an increase in the cost of supplies for convenience stores and maintenance cost. The increase was partially offset by a Ps.9.1 million increase in the cost of improvements to concession assets. Operating costs decreased 7.6%, or Ps.24.4 million, without including of improvements to concession assets.

Operating costs for the Hermosillo airport increased 13.1%, or Ps.16.8 million, to Ps.144.7 million in 2014 from the Ps.127.9 million recorded in 2013. This increase was due to an 8430.6% or

 

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Ps.6.6 million increase in the cost of improvements to concession assets from Ps.0.1 million in 2013 to Ps.6.6 million in 2014. The cost of services increased Ps.9.7 million, mainly in maintenance and the cost of supplies for convenience stores, and depreciation and amortization increased Ps.0.5 million. Operating costs increased 8.0%, or Ps.10.2 million, without including improvements to concession assets.

Operating costs for the Guanajuato airport increased 2.7% or Ps.3.5 million, from the Ps.128.7 million recorded in 2013 to Ps.132.1 million in 2014. This increase was primarily due to a 9.8% or Ps.7.8 million increase in the cost of services, mainly in maintenance costs, as well as increase in the cost of supplies for convenience stores and professional services. The increase was partially offset by a Ps.5.5 million increase in the cost of improvements to concession assets; from Ps.7.0 million in 2013 to Ps.1.5 million in 2014 (operating costs increased 7.4% or Ps.9.0 million without including improvements to concession assets).

Operating costs for our six other airports decreased 18.1%, or Ps.99.4 million, from the Ps.549.4 million recorded in 2013 to Ps.450.0 million in 2014. This decrease was primarily due to a 90.4% or Ps.133.3 million increase in the cost of improvements to concession assets from Ps.147.4 million in 2013 to Ps.14.2 million in 2014. Additionally, the cost of services increased Ps.2.1 million, and depreciation and amortization increased Ps.31.7 million. Operating costs increased 8.4%, or Ps.33.8 million, without including improvements to concession assets.

Operating Income

Operating income increased 16.5%, or Ps.391.9 million, from Ps.2.4 billion in 2013 to Ps.2.8 billion in 2014. This increase was due to higher revenue in 2014, which was partially offset by increases in expenses. Our operating margin increased 446 basis points, from 45.4% in 2013 to 49.9% in 2014 (taking into account only the sum of aeronautical and non-aeronautical revenues, the operating margin increased 432 basis points in 2014, from 49.6% to 52.5%).

Operating margin is calculated by dividing income from operations at each airport by total revenues for that airport. Historically, our most profitable airports have been our Guadalajara, Los Cabos and Puerto Vallarta airports, which handle the majority of our international passengers. Operating margins at our Tijuana airport historically have been lower than at our other principal airports because the maximum rates applicable to aeronautical services provided at our Tijuana airport are lower than those applicable to our other principal airports. This results from the amortization of our concession relative to the level of revenues being much higher at our Tijuana airport than at our other principal airports due to the fact that the original concession value assigned to the Tijuana airport was proportionately higher.

Operating Income by Airport

Operating income for the Guadalajara airport increased by 10.9%, or Ps.115.1 million, from Ps.1,056.8 million in 2013 to Ps.1,171.9 million in 2014, mainly due to an increase in aeronautical and non-aeronautical revenues of Ps.162.0 million. Additionally, operating costs increased Ps.37.2 million and depreciation and amortization increased Ps.9.7 million. The operating margin increased 248 basis points, from 54.6% to 57.1% (operating margin increased 76 basis points, from 62.3% to 63.1%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Tijuana airport increased by 9.1%, or Ps.29.5 million, from Ps.324.7 million in 2013 to Ps.354.2 million in 2014, primarily due to a greater increase in aeronautical and non-aeronautical revenues (as a result of an increase in passenger traffic) than the corresponding increase in operating costs. The operating margin increased 111 basis points from 46.9% to 48.0% (operating margin increased 73 basis points to 47.6% from 48.3%, taking into account the sum of aeronautical and non-aeronautical revenues only).

 

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Operating income for the Los Cabos airport decreased by 2.5%, or Ps.13.2 million, from Ps.527.2 million in 2013 to Ps.514.0 million in 2014, primarily due to a decrease in aeronautical and non-aeronautical revenues. The operating margin decreased 271 basis points from 55.3% to 52.6% (operating margin decreased 92 basis points, to 56.1% from 55.2%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Puerto Vallarta airport increased by 31.0%, or Ps.94.2 million, from Ps.304.3 million in 2013 to Ps.398.5 million in 2014, mainly due to an increase in aeronautical and non-aeronautical revenues as a result of the increase in passenger traffic greater than the corresponding increase in operating costs. The operating margin increased 566 basis points from 46.8% to 52.4% (operating margin increased 492 basis points to 48.6% from 53.5%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Hermosillo airport increased by 5.2%, or Ps.4.5 million, from Ps.86.2 million in 2013 to Ps.90.7 million in 2014, primarily due to an increase in the aeronautical and non-aeronautical revenues. The operating margin decreased 173 basis points from 40.3% to 38.5% (operating margin decreased 63 basis points from 40.3% to 39.6%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Guanajuato airport increased by 60.9%, or Ps.50.0 million, from Ps.82.2 million in 2013 to Ps.132.2 million in 2014, primarily due to an increase in aeronautical and non-aeronautical revenues. The operating margin increased 1,104 basis points from 38.9% to 50.0% (operating margin increased 999 basis points from 40.3% to 50.3% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for our six other airports increased by 214.2%, or Ps.46.3 million, from Ps.21.6 million in 2013 to Ps.67.8 million in 2014. The change in operating income was primarily due to a higher percentage increase in the sum of aeronautical and non-aeronautical revenues as compared to our fixed costs.

Finance Income (Cost)

Our finance cost decreased by Ps.43.2 million in 2014 with respect to 2013, from an expense of Ps.51.2 million in 2013 to an expense of Ps.8.0 million in 2014. Interest income went from an expense of Ps.54.9 million in 2013 to an expense of Ps.15.2 million in 2014, which represented a net change of Ps.39.8 million, due to: (i) a decrease of Ps.49.8 million in the capitalization of interest on bank loans in 2014; (ii) a Ps.23.7 million increase in the price of Pemex bonds, classified as Fair Value Through Profit or Loss (FVTPL); and (iii) exchange rate gains increasing from a gain of Ps.3.8 million in 2013 to a gain of Ps.7.2 million in 2014, resulting in a net increase of Ps.3.4 million. This effect occurred due to the 12.9% devaluation of the Mexican peso against the U.S. dollar during 2014, while during 2013, the Mexican peso depreciated 0.4%. This increase was partially offset by a decrease of Ps.37.9 million in interest gains due to lower interest rates and a lower average of cash and cash equivalents.

Income Taxes

As compared with 2013, income taxes increased by Ps.438.8 million, from Ps.75.8 million in 2013 to Ps.514.6 million in 2014. Income taxes for 2014 principally consisted of the following: (i) current income tax expense for the year of Ps.760.5 million, an increase of Ps.106.9 million from 2013 to 2014 mainly due to an increase of 18.7% in income before taxes; and (ii) a deferred income tax benefit decrease from Ps.577.9 million in 2013 to Ps.245.9 million in 2014 associated primarily with (a) the 2014 Tax Reform’s effects on the income tax rate (increased from 28% to 30%) and (b) the change in tax amortization rates applied over our concession and rights to use airport facilities in some of our airports, which generated a tax benefit of Ps.243.5 million in 2013. Our effective tax rate increased from 3% in 2013 to 19% in 2014.

 

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Net Income

Net income decreased by 0.2%, or Ps.3.7 million, from Ps.2.25 billion in 2013 to Ps.2.24 billion in 2014, mainly due to a Ps.438.8 million increase in income taxes. Our net margin decreased from 43.0% in 2013 to 40.4% in 2014 (net margin decreased to 42.6% from 46.9%, taking into account only aeronautical and non-aeronautical revenues).

Liquidity and Capital Resources

Historically, our operations had been funded through cash flow from operations, and we did not incur any significant indebtedness until 2007. The cash flow generated from our operations has generally been used to fund operating costs and capital expenditures, including expenditures under our Master Development Programs, and the excess of our cash flow has been added to our accumulated cash balances. In 2014, we decided to modify our leverage strategy to rely more heavily on debt issuances on the Mexican capital markets while continuing to use working capital and resources expected to be generated from operations. On April 1, 2015, we consolidated MBJA’s results of operations, including net debt in the amount of U.S.$21.4 million. In our opinion, our working capital is sufficient for our present requirements.

As of December 31, 2013, 2014 and 2015, we had Ps.2.2 billion, Ps.1.6 billion and Ps.3.0 billion, respectively, of cash and cash equivalents. As of December 31, 2013, we had Ps.410.4 million of financial investments held for trading purposes and we recorded no financial investments held for trading purposes as of December 31, 2014 and 2015.

Cash Flows

In 2015, we generated Ps.4.9 billion from operating activities, principally reflecting income from operations after taking into consideration the effect of our non-monetary assets, such as depreciation and amortization. Income generated from operations was mainly used to make: (i) dividend payments of Ps.1.7 billion (Ps.956.5 million on August 21, 2015 and Ps.788.4 million on November 4, 2015); (ii) a capital distribution of Ps.1.4 billion on May 15, 2015; (iii) payment of income taxes by Ps.930.7 million; and (iv) cost of debt by Ps.177.8 million.

In 2014, we generated Ps.3.5 billion from operating activities, principally reflecting income from operations after taking into consideration the effect of our non-monetary assets, such as depreciation and amortization. Income generated from operations was mainly used to make: (i) dividend payments of Ps.1.6 billion (Ps.1.2 billion on May 22, 2014 and Ps.397.5 million on July 4, 2014); (ii) a capital distribution of Ps.1.5 billion on May 8, 2014; (iii) capital expenditures of approximately Ps.106.8 million in machinery, equipment and improvements to our airport facilities; and (iv) share repurchases of approximately Ps.69.3 million in shares.

In 2013, we generated Ps.3.0 billion from operating activities, principally reflecting income from operations after taking into consideration the effect of our non-monetary assets, such as depreciation and amortization. Income generated from operations was mainly used to make: (i) dividend payments of Ps.1.2 billion (Ps.907.5 million on April 25, 2013 and Ps.302.5 million on November 27, 2013); (ii) capital expenditures of approximately Ps.192.7 million in machinery, equipment and improvements to our airport facilities; and (iii) share repurchases of approximately Ps.276.7 million in shares.

 

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Indebtedness

As of December 31, 2015, we were in compliance with all covenants stipulated by these credit agreements.

Indebtedness in Mexico

On May 26, 2011 and June 6, 2011, we entered into a Ps.1.0 billion line of credit with HSBC and a Ps.551.4 million line of credit with Banamex, respectively, represented by unsecured credit agreements with cross guarantees provided by the individual airports, for our Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports. These two lines served to finance working capital and capital investments previously committed pursuant to our Master Development Programs at these airports for the years 2011 and 2012. On November 23, 2012 and April 10, 2013, we contracted additional Ps.287.8 million and Ps.459.4 million loans with BBVA Bancomer for these airports in order to repay prior lines of credit with other banks. During the months of January and February 2015, we prepaid each of these loans in full.

On November 28, 2014, we opened a revolving credit line with Scotiabank for a total of Ps.1,741.0 million to pre-pay prior bank loans. Credit taken under this line bore interest at the variable 28-day TIIE rate plus 57 basis points, with a single payment of the principal 180 days after the disbursement and monthly interest payments. During the months of January and February 2015, we prepaid this line of credit in full.

In 2014, we decided to modify our leverage strategy to rely more heavily on debt issuances on the Mexican capital markets while continuing to use working capital and resources expected to be generated from operations. In 2014, we obtained new funds through a bank loan of Ps.1.4 billion for use in connection with our capital expenditures in 2014 and to pre-pay prior bank loans. On February 20, 2015, we made our debut issuance of long-term debt securities on the Mexican market for a total of Ps.2.6 billion, the proceeds from which were used to repay in full our outstanding bank debt of Ps.1.7 billion and to finance capital investments set forth in the Master Development Program for 2015. The long-term debt securities were issued in two tranches with the following terms: (i) eleven million five-year debt securities issued under the ticker symbol GAP 15” at a nominal value of Ps.100 each, for a total value of Ps.1.1 billion, on which interest will be payable every 28 days at a variable rate of 28-day TIIE plus 24 basis points, and the principal will be payable at maturity on February 14, 2020; and (ii) fifteen million ten-year debt securities issued under the ticker symbol GAP 15-2” at a nominal value of Ps.100 each, for a total value of Ps.1.5 billion, on which interest will be payable every 182 days at a fixed rate of 7.08%, and the principal will be payable at maturity on February 7, 2025.

In April 2015, we borrowed a total of U.S.$191.0 million through bridge loans with Scotiabank and BBVA Bancomer, with which we financed 100% of the acquisition of DCA. On May 19, 2015, we signed two new credit agreements with Scotiabank for a total of U.S.$191.0 million at the variable one-month LIBOR rate plus 70 basis points for the refinancing of the bridge loans obtained in April 2015. On August 19, 2015, we signed a new U.S.$95.0 million loan agreement with BBVA Bancomer, at the variable one-month LIBOR rate plus 60 basis points and due at maturity six months from disbursement, in order to prepay U.S.$95.0 million of the loan obtained on May 19, 2015 with Scotiabank for the acquisition of DCA. On September 24, 2015, we signed two new credit agreements for the refinancing of the bridge loans obtained for the acquisition of DCA. The new loans, also from Scotiabank and BBVA Bancomer, amount to U.S.$191.0 million and are due at maturity in five years. On January 19 and February 15, 2016, we paid off the bridge loans with Scotiabank and BBVA Bancomer for U.S.$96.0 million and U.S.$95.0 million, respectively. These loans were paid with funds obtained from new five-year loans obtained on the same respective dates with Scotiabank and BBVA Bancomer for U.S.$95.5 million each, at the variable one-month LIBOR rate plus 99 and 105 basis points, respectively.

 

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On January 29, 2016, we issued another eleven million GAP 15 debt securities for a total value of Ps.1.1 billion. This issuance is the first reopening of the GAP 15 debt securities originally issued on February 20, 2015, and has the same characteristics as the original issuance except for the issuance date and placement price. The proceeds from this issuance were allocated to finance investments set forth in the Company’s Master Development Program for 2016.

Indebtedness in Jamaica

On September 14, 2007, MBJA entered into a loan with the International Finance Corporation (“IFC”) for up to U.S.$20.0 million. The loan bears interest at a variable rate of 6-month LIBOR plus 392 basis points, with semi-annual principal and interest payments and final maturity in February 2019. As of December 31, 2015, the balance outstanding under this facility amounted to U.S.$11.8 million (Ps.203.4 million).

As part of the IFC loan transaction described above, MBJA entered into unsecured loans with its shareholder, Vantage, for U.S.$10.9 million and U.S.$0.5 million, in June 2007 and February 2009, respectively. The loans bear annual interest, payable semi-annually, at 14.0% and 8.0%, respectively, without fixed maturity, and are subject to prepayment restrictions.

On December 12, 2012, MBJA entered into a second loan with IFC for U.S.$13.5 million. The loan bears interest at a variable rate of 6-month LIBOR plus 450 basis points, with semi-annual principal and interest payments and final maturity five years from each disbursement. As of December 31, 2015, the balance outstanding under this facility amounted to U.S.$12.7 million (Ps.219.4 million).

Capital Expenditures

For the years ended December 31, 2013, 2014 and 2015, we had total capital expenditures of Ps.686.3 million, Ps.620.3 million and Ps.1.1 billion, respectively. During 2013, 2014 and 2015, 17.3%, 17.2% and 4.2%, respectively, of our capital expenditures were funded by cash flows from operations, while the remaining balance was funded with bank loans and long-term debt securities issued on the Mexican capital markets. We currently intend to fund the investments and working capital required by our business strategy through cash flows from operations and from the indebtedness described above.

Capital Expenditures in Mexico

Under the terms of our Mexican concessions, each of our Mexican subsidiary concession holders is required to present a Master Development Program for approval by the SCT every five years. Each Master Development Program includes investment commitments (including capital expenditures and improvements) applicable to us as the concession holder for the succeeding five-year period. Once approved by the SCT, these commitments become binding obligations under the terms of our Mexican concessions.

In December 2009, the SCT approved our Master Development Programs for each of our Mexican airports for the 2010 to 2014 period. This five-year program was in effect from January 1, 2010 until December 31, 2014. In December 2014, the SCT approved our Master Development Programs for each of our Mexican airports for the 2015 to 2019 period. This five-year program is in effect from January 1, 2015 until December 31, 2019.

The table below sets forth our historical capital expenditures in Mexico. Capital expenditures are calculated on a cash flow basis, meaning that capital expenditures are equal to those investments actually paid for by each airport during a given year and not including investments for which the airport made allocations but did not pay during the given year. The investments shown in the table below therefore reflect our expenditures actually paid for by our airports for the years indicated. In order to be compared

 

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with our committed investments for a given year, the investments made in the previous year but paid for in the given year need to be subtracted while the investments allocated but not paid for in the given year need to be added. For the 2013, 2014 and 2015, the total of our investments allocated but unpaid were Ps.135.4 million, Ps.86.3 million and Ps.221.2 million, respectively.

Capital Expenditures in Mexico

 

Year ended December 31,

   Total Capital
Expenditures
 
     (thousands of pesos) (1)  

2015

     Ps. 1,126,893   

2014

     620,266   

2013

     686,270   

 

  (1) Expressed in nominal pesos.

In 2015, we spent Ps.1.1 billion on capital expenditures in Mexico, primarily for expansion and remodeling of terminal buildings and improvements to runways and aprons at our Morelia, Guadalajara and Puerto Vallarta airports and acquisition of fire trucks at all airports. In 2014, we spent Ps.620.3 million on capital expenditures, primarily for expansion and remodeling of terminal buildings and improvements to runways and aprons at our Guadalajara airport and for the border crossing at our Tijuana airport. In 2013, we spent Ps.686.3 million on capital expenditures, principally for expansion and remodeling of terminal buildings and improvements to runways and aprons at the Guadalajara, Los Cabos, Tijuana, La Paz and Manzanillo airports.

Capital Expenditures in Jamaica

Every five-year period, MBJA is entitled to submit to the JCAA its proposal for increases to the maximum regulated charges together with investment commitments (including capital expenditures for capital projects and required improvements at the Montego Bay airport under MBJA’s concession agreement). Upon the JCAA’s approval of the new maximum regulated charges, these commitments become binding obligations under the terms of MBJA’s concession.

In November 2014, the JCAA approved new maximum regulated charges that assume capital investments (including scheduled maintenance) for the period from April 2015 to March 2020 estimated to cost approximately U.S.$38.0 million. It is our understanding that, under the terms of the concession agreement with the AAJ, these committed capital investments must be met over the 5-year period and not on an annual basis. In 2015, MBJA made investments of approximately U.S.$0.7 million in capital expenditures, which was fully dedicated to the replacement of equipment.

Share Repurchase Program

In the aggregate, as of December 31, 2015, we held 35,424,453 shares in our treasury worth approximately Ps.1.7 billion, at an average price of Ps.48.93 per share; as of April 10, 2016, we held 35,424,453 shares at an average price of Ps.48.93 per share.

At the General Ordinary Shareholders’ Meeting held on April 16, 2013, a share repurchase program for Series B shares was approved for a maximum amount of Ps.640 million for the twelve months following April 16, 2013. During that period, we repurchased 5,145,053 shares at an average price of Ps.67.26 for Ps.346.1 million.

At the General Ordinary Shareholder’s Meeting held on April 23, 2014, a share repurchase program for Series B shares was approved for a maximum amount of Ps.400 million for the twelve months following April 23, 2014. During that period, we did not repurchase any shares.

 

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At the General Ordinary Shareholder’s Meeting held on April 21, 2015, a share repurchase program for Series B shares was approved for a maximum amount of Ps.850 million for the twelve months following April 21, 2015. During that period, we did not repurchase any shares.

Critical Accounting Policies

We prepare our audited consolidated financial statements in conformity with IFRS.

We base our estimates and judgments on our historical experience, on technical merits for tax positions, on financial projections and on various other reasonable factors that together form the basis for making judgments about the carrying values of our assets and liabilities. Our actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our significant accounting policies are described in Note 3 to our audited consolidated financial statements.

We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

Contingencies and Provisions

We are a party to a number of legal proceedings. Under IFRS, liabilities are recognized in the financial statements when a loss is both estimable and probable. If the loss is neither probable nor estimable or if the likelihood of a loss is remote, no amounts are recognized in the financial statements.

Allowance for Doubtful Accounts

We systematically and periodically review the aging and collection of our accounts receivable and record an allowance for doubtful accounts when evidence exists that they will not be fully recoverable. We believe such risk is adequately covered by guarantee deposits in cash or other kind of guarantees by clients.

Income Taxes

In conformity with IFRS, we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. At year-end for 2013, 2014 and 2015, we recorded, within the deferred income tax asset, an estimated amount of recoverable asset tax paid of Ps.291.7 million, Ps.233.1 million and Ps.168.1 million, respectively, based on financial projections that show that we will recover the excess of asset tax over income tax relating to our Guanajuato, Guadalajara, Puerto Vallarta and Tijuana airports. As a result of changes in Mexican tax law (see “Item 5, Operating and Financial Review and Prospects – Overview – Taxation”), the asset tax balance may be recovered through rebates of up to 10% of the total asset tax paid out and pending recovery over the next ten years (starting in 2008), provided that this sum does not exceed the difference between the income tax paid during the period and the asset tax paid during the years 2007, 2006 and 2005, whichever is lower, whenever the income tax exceeds asset tax in any of those years. Additionally, we have recorded a tax loss carryforward, expiring in 2048 as permitted by the Mexican tax authorities for concession operation relating to our Aguascalientes and Morelia airports, and for ourselves, which has ten years to apply its tax loss. We regularly review our deferred tax assets for recoverability based on historical taxable income, projected future taxable income and related income tax expense compared to future estimated asset tax and the expected timing of the reversals of existing temporary differences. If these estimates and related assumptions change in the future, we may be required to make additional adjustments to our deferred tax assets, which may result in a reduction of, or an increase in, income tax expense. Based on our financial projections, up to December 31, 2015, we will recognize deferred income taxes based on that expectation. In 2013, 2014 and 2015, we reduced the recoverable income taxes paid

 

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on dividends for a total amount of Ps.0.5 million, Ps.32.6 million and Ps.11.4 million, respectively, as we did not believe we would recover those amounts in future years. Every year we review the amount of income taxes paid on dividends according to our financial projections and determine the amount that could be recovered.

Impairment in the Value of Long-Lived Assets

We must test for impairment when indicators of potential impairment in the carrying amount of tangible and intangible long-lived assets in use exist, unless there is conclusive evidence that the indicators of impairment are temporary. An impairment is recorded when the carrying amount of long-lived assets exceeds the greater of the present value of future net cash flows provided by the assets or the net sales price upon disposal. Present value of future net cash flows is based on management’s projections of future operations, discounted using current interest rates. Our evaluations throughout the year and up to the date of this filing did not reveal any impairment of tangible and intangible long-lived assets. We can give no assurance that our evaluations will not change as a result of new information or developments which may change our future projections of net cash flows or the related discount rates and result in future impairment charges.

Accounting for the Concession

We believe we have carried out a comprehensive implementation of the standards applicable to the accounting treatment of our concession and have determined that, among others IFRIC 12 is applicable to us. We treat our investments related to improvements and upgrades to be performed in connection with our Master Development Programs and Capital Development Program under the intangible asset model established by IFRIC 12 and do not recognize a provision for maintenance, as all investments required by the Master Development Programs and Capital Development Program, regardless of their nature, directly increase the maximum tariff per traffic unit. Accordingly, all amounts invested under the Master Development Programs and Capital Development Program have a direct correlation to the amount of fees we will be able to charge each passenger or cargo service provider, and thus, a direct correlation to the amount of revenues we will be able to generate. As a result, we define all expenditures associated with investments required by the Master Development Programs and Capital Development Program as revenue generating activities given that they ultimately provide future benefits, whereby subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12. Additionally, compliance with the committed investments per the Master Development Programs and Capital Development Program is mandatory, as well as the fulfillment of the maximum tariff and therefore, in case of a failure to meet any one of these obligations (Master Development Program or Capital Development Program amounts or maximum tariff or maximum regulated charges), we could be subject to sanctions and our Mexican concessions or MBJA’s concession could be revoked. See “Item 4, Information on the Company – Regulatory Framework – General Obligations of Concession Holders.”

Depreciation and Amortization

In light of the nature of our business and our concessions, we make certain assumptions and professional judgments regarding recognition of depreciation and amortization of our tangible and intangible assets. Depreciation of our tangible assets is calculated under the straight-line method based on the useful lives of the related assets. The estimated useful life and the depreciation method are reviewed at the end of each year, and the effect of any changes in the estimate recorded is recognized on a prospective basis. To determine the amortization period of intangible assets, we focus either on the period over which they will generate future economic benefits or the concession term, whichever is less. We believe that the decisions made are the most reasonable based on information available, on the judgments made and the way in which we manage our operations.

 

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Fair Value of the DCA Acquisition Assets

Under IFRS 3 – Business Combinations, an acquirer of a business accounts for the acquisition of a control position using the “acquisition method,” which generally recognizes the assets acquired and liabilities assumed at their acquisition-date fair values.

As a result of the DCA acquisition, we completed our measurement of the acquisition-date fair values of the acquired assets and assumed liabilities. DCA’s participation in SCL, however, was not recognized because the Santiago de Chile airport concession’s term expired on September 30, 2015; we expect to recover approximately Ps.85.0 million from SCL by 2017 through dividend and capital repayments.

Using this “acquisition method,” we measured an acquisition-date fair value of Ps.3.97 billion for the net assets held by DCA and MBJA, comprising a non-controlling interest of Ps.852.8 million and a net asset value for our controlling interest of Ps.3.12 billion. This acquisition-date fair value net asset amount, when compared to the total payment amount of Ps.2.93 billion at the acquisition date, generates a bargain purchase gain in fair value of Ps.189.7 million, which is recognized in our consolidated statement of Profit or Loss and Other Comprehensive Income under Other Income.

Recently Issued Accounting Standards

The following are new or revised International Financial Reporting Standards that have been issued but are not yet effective:

 

Standard

   Effective as of  

IFRS 14 – Regulatory Deferral Accounts

     January 1, 2016   

Amendments to IFRS 11 – Accounting for Acquisitions of Interests in Joint Operations

     January 1, 2016   

Amendments to IAS 1 – Disclosure Initiative

     January 1, 2016   

Amendments to IAS 16 and IAS 38 – Clarification of Acceptable Methods of Depreciation and Amortization

     January 1, 2016   

Amendments to IAS 16 and IAS 41 – Agriculture: Bearer Plants

     January 1, 2016   

Amendments to IFRS 10, IFRS 12 and IAS 28 – Investment Entities: Applying the Consolidation Exception

     January 1, 2016   

Annual Improvements to IFRSs 2012-2014 Cycle

     January 1, 2016   

IFRS 15 – Revenue from Contracts with Customers

     January 1, 2017   

IFRS 9 – Financial Instruments

     January 1, 2018   

IFRS 16 – Leases

     January 1, 2019   

Our consolidated financial statements contemplate the effects of IFRS 9, IFRS 15 and IFRS 16. At the date of this report, we have not fully assessed the effects of adopting the other new standards and amendments on our consolidated financial information.

The following is a summary of these recently issued accounting standards.

IFRS 14 – Regulatory Deferral Accounts

IFRS 14 specifies the accounting for deferral account balances arising from regulated activities. The standard is applicable to an entity that recognizes, in its first IFRS financial statements, regulatory deferral account balances in accordance with its previous accounting framework. The standard permits entities to continue to use, in its first and subsequent IFRS financial statements, the policies adopted under its previous accounting framework with respect to regulatory deferral account balances, with limited changes. In addition, the standard requires the separate presentation of regulatory deferral account balances in the statement of financial position and to present the movement of those accounts the statement of profit or loss and other comprehensive income. The standard also requires specific disclosures to identify the nature of, and risks associated with, the rate regulation that has resulted in the recognition of regulatory deferral account balances in accordance with this standard.

 

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We do not anticipate that the application of IFRS 14 will have a material impact on our consolidated financial statements

IFRS 15 – Revenue from Contracts with Customers

In May 2014, IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 – Revenue, IAS 11 – Construction Contracts and the related interpretations when it becomes effective.

The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Specifically, the standard introduces a 5-step approach to revenue recognition:

 

    Step 1: Identify the contract(s) with a customer

 

    Step 2: Identify the performance obligations in the contract

 

    Step 3: Determine the transaction price

 

    Step 4: Allocate the transaction price to the performance obligations in the contract

 

    Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation

Under IFRS 15, an entity recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.

We anticipate that the application of IFRS 15 in the future may have a material impact on the amounts reported and disclosures made in our consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 15 until we perform a detailed review.

Amendments to IFRS 11 – Accounting for Acquisitions of Interests in Joint Operations

The amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 – Business Combinations. Specifically, the amendments state that the relevant principles on accounting for business combinations in IFRS 3 and other standards (e.g. IAS 36 – Impairment of Assets regarding impairment testing of a cash generating unit to which goodwill on acquisition of a joint operation has been allocated) should be applied. The same requirements should be applied to the formation of a joint operation if and only if an existing business is contributed to the joint operation by one of the parties that participate in the joint operation. A joint operator is also required to disclose the relevant information required by IFRS 3 and other standards for business combinations. The amendments to IFRS 11 apply prospectively for annual periods beginning on or after January 1, 2016.

We do not anticipate that the application of these amendments to IFRS 11 will have a material impact our consolidated financial statements.

 

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Amendments to IAS 16 IAS 38 – Clarification of Acceptable Methods of Depreciation and Amortization

The amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortization of an intangible asset. This presumption can only be rebutted in the following two limited circumstances:

 

  (a) when the intangible asset is expressed as a measure of revenue; or

 

  (b) when it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset are highly correlated.

The amendments apply prospectively for annual periods beginning on or after January 1, 2016.

Currently, we use the straight-line method for depreciation and amortization for property, plant and equipment, and intangible assets respectively. We believe that the straight-line method is the most appropriate method to reflect the consumption of economic benefits inherent in the respective assets and accordingly, we do not anticipate that the application of these amendments to IAS 16 and IAS 38 will have a material impact on our consolidated financial statements.

IFRS 9 – Financial Instruments

IFRS 9, issued in November 2009, introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include (i) impairment requirements for financial assets and (ii) limited amendments to the classification and measurement requirements by introducing a ‘fair value through other comprehensive income’ (FVTOCI) measurement category for certain simple debt instruments.

Key requirements of IFRS 9 are:

 

    All recognized financial assets that are within the scope of IAS 39 – Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are measured at FVTOCI. All other debt investments and equity investments are measured at their fair value at the end of subsequent accounting periods. In addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in net income (loss).

 

   

With regard to the measurement of financial liabilities designated as of fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit

 

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risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit or loss is presented in profit or loss.

 

    In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognized.

 

    The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an ‘economic relationship’. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced.

We anticipate that the application of IFRS 9 in the future may have a material impact on amounts reported in respect of our financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 until we undertake a detailed review.

Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants

The amendments to IAS 16 and IAS 41 define a bearer plant and require biological assets that meet the definition of a bearer plant to be accounted for as property, plant and equipment in accordance with IAS 16, instead of IAS 41. The produce growing on bearer plants continues to be accounted for in accordance with IAS 41.

We do not anticipate that the application of these amendments will have a material impact on our consolidated financial statements.

Amendments to IFRS 10, IFRS 12 and IAS 28 – Investment Entities: Applying the Consolidation Exception

The amendments to IFRS 10, IFRS 12 and IAS 28 clarify that the exemption from preparing consolidated financial statements is available to a parent company that is a subsidiary of an investment company, even if the investment company measures all its subsidiaries at fair value in accordance with IFRS 10. The amendments also clarify that the requirement for an investment company to consolidate a subsidiary providing services related to the former’s investment activities applies only to subsidiaries that are not investment entities themselves.

We do not anticipate that the application of these amendments will have a material impact on our consolidated financial statements.

 

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Annual Improvements to IFRSs 2012-2014 Cycle

The 2012-2014 Annual Improvements cycle for IFRS amendments include a number of amendments to various IFRSs, which are summarized below.

The amendments to IFRS 5 – Non-current Assets Held for Sale and Discontinued Operations introduce specific guidance in IFRS 5 for when an Company reclassifies an asset (or disposal group) from held for sale to held for distribution to owners (or vice versa). The amendments clarify that such a change should be considered as a continuation of the original plan of disposal and hence requirements set out in IFRS 5 regarding the change of sale plan do not apply. The amendments also provide additional guidance to clarify when held-for-distribution accounting is discontinued.

The amendments to IFRS 7 – Financial Instruments: Disclosures provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of the disclosures required in relation to transferred assets.

The amendments to IAS 19 – Employee Benefits clarify that the rate used to discount post-employment benefit obligations should be determined by reference to market yields at the end of the reporting period on high-quality corporate bonds. The assessment of the depth of a market for high-quality corporate bonds should be at the currency level (i.e. the same currency as the benefits are to be paid). For currencies for which there is no deep market in such high quality corporate bonds, the market yields at the end of the reporting period on government bonds denominated in that currency should be used instead.

We do not anticipate that the application of these amendments will have a material impact on our consolidated financial statements.

IFRS 16 – Leases

IFRS 16 was issued in January 2016 and supersedes IAS 17 – Leases and related interpretations. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 is effective for periods beginning on or after January1, 2019, with earlier adoption permitted if IFRS 15 – Revenue from Contracts with Customers has also been applied.

Under IFRS 16, a lessee recognizes a right-of-use asset and a lease liability. The right-of-use asset is treated similarly to other non-financial assets and depreciated accordingly and the liability accrues interest. This will typically produce a front-loaded expense profile (whereas operating leases under IAS 17 would typically have had straight-line expenses) as an assumed linear depreciation of the right-of-use asset and the decreasing interest on the liability will lead to an overall decrease of expense over the reporting period.

The lease liability is initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily determined, the lessee shall use their incremental borrowing rate.

However, a lessee may elect to account for lease payments as an expense on a straight-line basis over the lease term for leases with a lease term of twelve months or less and containing no purchase options (this election is made by class of underlying asset); and leases where the underlying asset has a low value when new, such as personal computers or small items of office furniture (this election can be made on a lease-by-lease basis).

 

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IFRS 16 establishes different transitional provisions, including retrospective application or the modified retrospective application where the comparative period is not restated.

We anticipate that the application of IFRS 16 in the future may have a material impact on the amounts reported and disclosures made in our consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 16 until we perform a detailed review.

Off-balance Sheet Arrangements

We are not party to any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2015:

 

     Payments due by period  
     Total      Less than
1 year(4)
     1-3
years
     3-5
years
     More
than
5 years
 
     (in millions of pesos)  

Contractual Obligations:

              

Master Development Programs (1)(5)

     Ps. 4,066.4         Ps. 1,842.6         Ps. 2,223.8         n/a         n/a   

Capital Development Program (7)

     682.9         252.0         252.0         178.9         n/a   

Purchase Obligations (2)

     366.2         98.9         267.3         n/a         n/a   

Debt

     6,550.5         3,529.1         329.5         1,191.9         1,500.0   

Interest from Debt (6)

     1,271.1         190.7         324.1         272.9         483.4   

Operating Lease Obligations (3)

     66.1         18.3         25.2         22.6         n/a   

Total

     Ps. 13,003.2         Ps. 5,931.6         Ps. 3,421.9         Ps. 1,666.3         Ps. 1,983.4   

 

(1) Peso figures are expressed in constant pesos as of December 31, 2012, based on the Mexican PPI’s construction price index.
(2) Reflects a minimum fixed annual payment of U.S.$4.0 million required to be paid under our technical assistance agreement. The agreement was automatically renewed for another five-year period on August 25, 2014. For the peso calculation, we assume an average exchange rate of Ps.17.60 per U.S.$1.00 and an annual U.S. inflation rate of 0.7%. The amount ultimately to be paid in any year will depend on our profitability.
(3) Includes leasing of buildings and vehicles.
(4) Amount for less than one year corresponds to obligations for 2015.
(5) In the fifth year of the Master Development Programs (2019), a negotiation will take place with the SCT to determine the new Master Development Program commitments for the subsequent five-year period (2020-2024).
(6) For the interest calculations, we determined the interest payments using a fixed interest rate of 8.52% for the loans contracted in 2007, using an estimated rate of 8.37% for the loans contracted in 2009, an estimated rate of 7.13% for the loans contracted in 2011, an estimated rate of 6.83% for loans contracted in 2012, an estimated rate of 5.55% for loans contracted in 2013, an estimated rate of 4.72% for loans contracted in 2014 and an estimated rate of 3.62% for loans contracted in 2015. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.
(7) In the fifth year of the current Capital Development Programs (2020), a negotiation will take place with the AAJ to determine the new Capital Development Program commitments for the subsequent five-year period (2020-2025).

 

Item 6. Directors, Senior Management and Employees

Directors

The board of directors is responsible for the management of our business. Pursuant to our bylaws, our board of directors generally must consist of eleven members. Under Mexican law, at least 25 percent of our directors must be independent (as determined by our shareholders at each annual General Ordinary Shareholders’ Meeting, applying the provisions of our bylaws and relevant Mexican and other laws); under the Securities Market Law, the National Banking and Securities Commission may object to such designation of independence. Currently, our board of directors comprises eleven members.

Our bylaws provide that the holders of Series BB shares are entitled to elect four members to the board of directors and their alternates. Our remaining directors are elected by the holders of our Series B shares (who do not elect alternates). Under our bylaws, each shareholder or group of shareholders owning

 

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10% of our capital stock in the form of Series B shares is entitled to elect one member to the board of directors. Also our bylaws prevent any Series B shareholders, individually, or together with related parties, from appointing more than one board member, even if the shareholder owns more than 10% of our outstanding capital stock (because any shares in excess of the 10% maximum do not have any voting rights under our bylaws). The other directors to be elected by the holders of our Series B shares are elected by majority vote of all holders of Series B shares present at the shareholders’ meeting, except for those Series B shareholders that already participated in any 10% board member designation. Selection of independent directors is conducted through an executive search firm tasked with locating individuals with appropriate profiles. Directors are elected for one-year terms at the ordinary shareholders’ meeting.

At our April 21, 2015, General Ordinary Shareholders’ Meeting, several changes were approved to the composition of our board of directors, including the ratification of new members. The composition of our board of directors as of the date of this report is set forth in the following table, which lists the title, date of appointment, age and alternate, as applicable, of each of our current directors, however, this composition could change in the Ordinary Shareholders Meeting to be held on April 26, 2016. In the past, certain of our shareholders have challenged the composition of our board of directors. For more information see “Item 8, Financial Information – Legal Proceedings – Grupo México, S.A.B. de C.V. seeks to void certain resolutions adopted at our corporate shareholders’ meetings.”

 

Name

  

Title

  

Director since

   Age     

Alternate

Laura Díez Barroso Azcárraga(1)

   Chairwoman and Director (AMP)    April 21, 2015      64       Carlos Laviada Ocejo

Eduardo Sánchez Navarro Redo(1)

   Director (AMP)    April 16, 2012      70       Alejandro Cortina Gallardo

José Vicente Corta Fernández(1)

   Director (AMP)    April 21, 2015      51       Maria de los Reyes Escrig Teigeiro

Francisco Javier Marín San Andrés(1)

   Director (AMP)    August 1, 2001      57       Rodrigo Marabini Ruíz

Eduardo J. Gallástegui Armella(3)

   Director (appointed by Grupo México)    July 25, 2010      59       —  

Carlos Cárdenas Guzmán(2)

   Director (Independent)    September 22, 2011      65       —  

Joaquin Vargas Guajardo(2)

   Director (Independent)    April 16, 2012      62       —  

Álvaro Fernández Garza(2)

   Director (Independent)    February 26, 2014      48       —  

Juan Diez-Canedo Ruíz(2)

   Director (Independent)    April 23, 2014      61       —  

Ángel Losada Moreno(2)

   Director (Independent)    April 23, 2014      64       —  

Roberto Servitje Achutegui(2)

   Director (Independent)    April 16, 2012      62       —  

 

(1) Elected by AMP as holder of Series BB shares, which represents 15% of our capital stock.
(2) Independent directors elected to comply with the Securities Market Law (Ley del Mercado de Valores).
(3) Director representing Grupo México as shareholder or group of shareholders owning 10% of our capital stock.

Laura Díez Barroso Azcárraga. Mrs. Díez Barroso is chairwoman of our board of directors since 2015 and chairwoman of Fundación GAP since its establishment in 2013. She is also a member of the board of directors of Telmex and Grupo Financiero Inbursa, as well as president and general director of the LCA Capital economic group. She has been a regular board member of Royal Caribbean International, ProMujer México, Telmex Internacional and the Fundación del Centro Histórico de la Ciudad de México, A.C, as well as president of international publishers Editorial Eres and Editorial Televisa. Mrs. Díez Barroso participates in philanthropic works in her role as chairwoman of Fundación GAP and president of the board of trustees of the museum of San Ildefonso College in Mexico City.

Eduardo Sánchez Navarro Redo. Mr. Sánchez was chairman of our board of directors from April 2012 to April 2015. He is currently chairman of the board of AMP. He is the founder of Grupo Questro, a real estate investment group with substantial holdings in Los Cabos, including luxury resorts and residential developments such as Cabo Real and Puerto Los Cabos. He is also a member of the board of directors and vice chairman of CULTIBA (the holding company for GEPP and Grupo Azucarero) and a member of the Mexican Resort Development Association (AMDETUR) since 1991, which is an organization that includes 90% of tourism real estate developers in the country. He is the vice president of the National Tourist Business Counsel (CNET) and has served as president of the Hotels and Tourism Companies Investors Association (AIHET). He is also president and founder of the Coordinating Counsel of Los Cabos.

 

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José Vicente Corta Fernández. Mr. Corta has been a member of our board of directors since April 2015. He has an in-depth knowledge of law and financial regulations, serving as a member of the board of directors of different entities within Mexico’s financial services industry and speaking frequently on financial issues. Similarly, he has provided financial advisory services to the World Bank Group and the International Monetary Fund. Before joining the law firm of White & Case LLP as a partner, he was chairman of the board of directors of Mexico’s National Retirement Savings Commission (“CONSAR”) and executive secretary of Mexico’s Bank Savings Protection Institute (“IPAB”). He is a member and ex-chairman of the Advisory Board of UNICEF in Mexico. In 2006, the World Economic Forum named him a Young Global Leader. Mr. Corta was included on the list of the 300 most influential leaders in Mexico published by a specialized magazine Mr. Corta holds degrees in law from the Universidad Iberoamericana and the University of Warwick.

Francisco Javier Marín San Andrés. Mr. Marín was elected to the Company’s board of directors on August 1, 2001 as a director nominee. He is CEO of Aena Aeropuertos, S.A. (“Aena”). He also serves as managing director of Aena Desarrollo Internacional, a subsidiary that manages Aena’s operations outside of Spain, a member of the board of directors of the engineering company Ingeniería y Economía del Transporte S.A. (INECO), and a member of the board of AMP. He joined Aena in 1991 and he has occupied different executive posts since then, including CEO of Air Navigation, Director of Corporate Development, and CEO of Aena Internacional. He has also served in various positions at the Technical University of Madrid, in the Directorate General of Civil Aviation, in the Eurocontrol Experimental Centre in Paris, and in the business group Indra Sistemas S.A. Mr. Marín has a degree in aeronautical engineering from the Universidad Politécnica of Madrid and a Master’s Degree in Financial Management from the Official Chamber of Commerce and Industry of Madrid, and he has completed an Executive Management Program (PADE) at the IESE Business School.

Eduardo Gallástegui Armella. Mr. Gallástegui has been a member of our board of directors since he was appointed by Grupo México, S.A.B. de C.V. in July 2010. Mr. Gallástegui has a wide range of professional experience advising Mexican and foreign companies on matters of corporate governance, commercial and financial law, mergers and acquisitions, arbitration, telecommunications, antitrust, pharmaceuticals and foreign investments in Mexico. Since February 2015, he has been the Managing Partner of law firm DLA Piper Mexico, S.C. Before joining DLA Piper, he was a founding partner of law firm Gallástegui y Lozano, S.C., which merged with DLA Piper. Prior to founding his own law firm, he was previously a partner at Vazquez Pando, Celis Azuela y Asociados from 1982 to 1985. Previously, he was an attorney with Noriega y Escobedo, S.C. and Gillette de México, S.A. de C.V. Mr. Gallástegui holds a degree in law from the Universidad Iberoamericana.

Carlos Cárdenas Guzmán. Mr. Cárdenas has been a member of our board of directors since 2011, where he also serves as president of our Audit Committee. After 39 years of active service as an accountant, he retired as a partner from Ernst & Young Mexico. He also currently serves on the boards of directors and audit committees of numerous large Mexican companies, including as secretary and former president of The American British Cowdray Medical Center, I.A.P., board member and president of the Audit Committee of CHG-MERIDIAN México, S.A.P.I. de C.V., board member of Reaseguradora Patria, S.A.B.; and Statutory Auditor of General de Seguros, S.A.B. He is also a member of several business and professional associations; most notably, he served as President of the Mexican Institute of Certified Public Accountants (IMCP) for 2012 to 2013. Mr. Cárdenas is a Certified Public Accountant, with a degree from the Universidad Autónoma de Guadalajara and a Master’s Degree in Tax Law from the Universidad Panamericana (IPADE).

 

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Joaquin Vargas Guajardo. Mr. Vargas was elected as an independent director to the Company’s board of directors on April 16, 2012. He is chairman of the board of directors of Grupo MVS Comunicaciones, S.A. de C.V., which includes, among others, radio stations such as MVS News, EXA FM and La Mejor, as well as DISH satellite television services and the television channel 52MX. He serves on the boards of directors of publically traded companies Vitro, Grupo Financiero Santander and Médica Sur. He is also a member of the boards of directors of El Universal newspaper, Costamex, the Panamericana University and of the Patronage of the National Nutrition Institute, among others.

Álvaro Fernández Garza. Mr. Fernández was elected to the Company’s board of directors on February 26, 2014 as a provisional director nominee and serves as an independent director. He serves on the boards of Vitro, ALFA and CYDSA, as well as of the Universidad de Monterrey (UDEM) and the Museo de Arte Contemporáneo de Monterrey (MARCO). Mr. Fernández holds a Bachelor’s Degree in Economics from the University of Notre Dame and MBAs from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM) and from Georgetown University.

Juan Diez-Canedo Ruíz. Mr. Diez-Canedo was elected as an independent director to the Company’s board of directors on April 23, 2014. After over a decade in banking, during which he led Banco Internacional (currently HSBC) through some of the major privatizations at the time, including Telmex, Mexicana de Aviación, Industrias Conasupo and Fertimex, he was appointed CEO of CINTRA, the holding company for the Mexican airlines Aeroméxico Group and Mexicana, in November 1999. From 2002 to 2008, he was president of FODECO, a consulting firm. Since 2009, he serves as the president of Financiera Local. He has been an independent member of the boards of directors of Banco Mercantil del Norte (Banorte), Gruma, Gimsa, Telmex, Alcatel, Fondo de Cultura Económica and Deportes Martí. At Banorte, he is also a member of the Consejo Regional Metropolitano. From 1995 until November 2013, he was an independent member and president of the audit committees of the boards of directors of GRUMA, S.A.B. de C.V. (a NYSE-listed company) and of its subsidiary Grupo Industrial Maseca, S.A.B. de C.V. Mr. Diez-Canedo holds a Bachelor’s Degree in Economics from Instituto Tecnológico Autónomo de Mexico (ITAM) and a Ph.D. in Economics from the Massachusetts Institute of Technology.

Ángel Losada Moreno. Mr. Losada was elected as an independent director to the Company’s board of directors on April 23, 2014. He is currently chairman of the board of directors and CEO of Grupo Gigante, S.A.B. de C.V. He is a member of the boards of directors of Teléfonos de México, S.A. de C.V., Grupo Financiero Banamex, the Federico Gómez Children’s Hospital, Laboratorios Novag and MD Anderson. He has also served as chairman of the board of directors of the Mexican National Association of Retailers (Asociación Nacional de Tiendas de Autoservicio y Departamentales, A.C., or ANTAD), as a director and member of the board of directors of the Food Marketing Institute of the United States and as member of the board of Mexico City’s National Chamber of Commerce. Mr. Losada holds a degree in business administration from Universidad Anáhuac.

Roberto Servitje Achutegui. Mr. Servitje was elected as an independent director to the Company’s board of directors on April 16, 2012. He has 25 years of experience in the food and beverage industry. He served as executive vice president and director of Grupo Bimbo, S.A., and as president of Grupo Altex S.A., a diversified agro-industrial group, since January 2000. He is also a member of the boards of directors of various companies, such as Grupo Elektra, Banco Azteca, Grupo Lacrem (in Barcelona, Spain) and Financiera Independencia. He also serves as co-chairman of Mexico’s “Vision for Sustainable Agriculture” at the World Economic Forum and as Treasurer of the Patronato de Arte Contemporáneo and of the Fundación Olga y Rufino Tamayo. Mr. Servitje received a degree in business administration from Universidad Iberoamericana and an MBA in marketing and finance from Northwestern University (Kellogg).

 

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Executive Officers

Pursuant to our bylaws, the directors appointed by the holders of Series BB shares are entitled to appoint and remove our top-level executive officers.

The following table lists our top-level executive officers, their current positions and their dates of appointment as executive officers:

 

Name

  

Current position

   Executive
officer since
   Age  
Fernando Bosque Mohíno    Chief Executive Officer    January 1, 2011      62   
Saúl Villarreal García    Chief Financial Officer    February 25, 2015      45   
Sergio Enrique Flores Ochoa    General Counsel    February 8, 2002      63   
Jorge Luis Valdespino Rivera    Director of Human Resources and Quality Control    August 21, 2006      52   
Tomás Enrique Ramírez Vargas    Director of Commercial Activities    August 1, 2013      35   
José Ignacio Ascacíbar Martínez    Director of Technical Operations    April 1, 2010      51   

Fernando Bosque Mohíno. Mr. Bosque was named our CEO effective January 1, 2011. He has over 35 years of experience in the airport sector. He began his career in 1976 the Federal Aviation and Transportation Department in Spain. Recently, he served as the CEO of MBJ Airports Limited, in Montego Bay, Jamaica, appointed by Abertis. He has extensive knowledge of the airport industry having previously been the Chief Financial Officer of AENA Internacional, one of our strategic partners. He served as a member of ASUR’s Board, working as Ferrovial’s concession director, and consequently has a strong understanding of the privatization structure of Mexican Airports. Mr. Bosque is a graduate in economics and business from the Universidad Autónoma de Madrid.

Saúl Villarreal García. Mr. Villarreal was named our CFO effective on February 25, 2015. He joined the Company in October 2003 and has been responsible for overseeing Corporate Administration since that time; as a result, he has vast experience and knowledge of the Company, mainly from an Administrative and Financial Management aspect. In 2006, he participated in the Initial Public Offering process and more recently participated in the issuance of debt securities on the local market. Mr. Villarreal is a public accountant with an MBA from the University of Guadalajara and a master’s degree in finance with a concentration in international accounting from the Universidad Panamericana.

Sergio Enrique Flores Ochoa. Mr. Flores was named our General Counsel in February 2002. Previously, he was the manager of legal matters for the ASA and an Assistant District Attorney for Mexico City. In addition, he was head of the legal department of INFONAVIT and legal manager for NAFIN. Mr. Flores received a degree in law, as well as a master’s degree in law, from the Universidad Nacional Autónoma de México (UNAM).

Jorge Luis Valdespino Rivera. Mr. Valdespino was named our Director of Human Resources in August 2006. He has fourteen years of experience as a human resources executive. He worked in the pharmaceutical industry at Searle de México, S.A. de C.V. as Human Resources Manager, and in the automotive industry at Valeo Group as Human Resources Director, and at Hella de México, S.A. de C.V. as Human Resources Corporate Director. Mr. Valdespino received an undergraduate degree in business administration and a postgraduate degree in human resources from the Universidad Tecnológica de México.

Tomas Enrique Ramírez Vargas. Mr. Ramírez was named our Director of Commercial Activities in August 2013. He joined the Company in 2007 as the Commercial Development Manager and has previous experience in route development and infrastructure concessions. Mr. Ramírez holds a bachelor’s degree in management and finance from the Universidad Panamericana and an MBA through a joint program of the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM) and the Thunderbird School of Global Management.

 

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José Ignacio Ascacíbar Martínez. Mr. Ascacíbar was named our Director of Technical Operations in April 2010. In 1989, he began his career at Iberia, Líneas Aéreas de España, S.A., where he was Manager of Flight Programs. In 1995, he became the Director of Information Systems at Aeropuertos Españoles de AENA, in addition to being a member of Aeropuertos Españoles’ Executive Committee. Mr. Ascacíbar holds a degree in Aeronautical Engineering from the Universidad Politécnica de Madrid, as well as an MBA from the Instituto de Empresa in Madrid, a Certificate in Business Development from IESE in Madrid, a master’s degree in airport operations from ETSIA Polytechnic University in Madrid and a Certificate in European Studies from C.I.F.E. in Madrid.

The business address of our directors and executive officers is our principal executive headquarters.

Compensation of Directors and Executives

For 2015, the aggregate compensation paid to our seven independent directors was approximately Ps.5.2 million. The compensation paid to the director appointed by Grupo México was approximately of Ps.0.7 million. We have not established any pension, retirement or similar benefits or arrangements for these individuals. These directors receive a base annual compensation of approximately U.S.$44,100 for their service on our board of directors. Additionally, for their services to our corporate governance committees, certain directors receive supplemental compensation: the president of our Audit Committee receives an additional 17.5% of the base annual compensation; members of our Audit Committee receive 10% of the base annual compensation; and members of our Acquisition Committee and our Compensation Committee receive 5% of the base annual compensation.

Under the technical assistance agreement with AMP, the four directors and four alternates elected by AMP do not receive compensation from us for serving on our board of directors.

The compensation paid to our six executive officers amounted to Ps.28.0 million in 2015, including salaries (70%), bonuses (29%) and other compensation (1%). We have not established any pension, retirement or similar benefits or arrangements for these individuals through 2015. However, in 2016 we established a new long-term incentives plan for our executives, which seeks to encourage the retention and development of key management within the Company. The executive officers’ rights to exercise this compensation plan will vest at the end of 2019, subject to certain performance and profitability targets for the Company.

None of our directors, alternate directors or executive officers is the beneficial owner of more than 1% of any class of our capital stock, except as described in “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders.” None of our directors or executive officers is entitled to benefits upon termination under their service contracts with us, except for what is due to them according to the Mexican Federal Labor Law. Additionally, we have not made personal loans to our directors or executive officers and do not have a stock option plan or any equivalent plan.

Board Committees

Our bylaws provide for four committees to assist the board of directors with the management of our business: an Operating Committee, an Audit and Corporate Practices Committee, an Acquisitions Committee and a Nominations and Compensation Committee. The Audit Committee, to which our bylaws have granted the duties provided for in the Securities Market Law for Mexican corporate practices committees, is the only legally required committee. The other committees have been established to assist the board of directors. The board of directors may establish further committees from time to time.

 

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Operating Committee

The Operating Committee, which, pursuant to our bylaws, shall have six members and three alternates, is responsible for, among other matters, proposing and approving certain plans and policies relating to our business, investments and administration, including approval of the Master Development Programs of our subsidiary concession holders, our dividend policy and investments of less than U.S.$3.0 million that are not provided for in our annual budget. Pursuant to our bylaws, the board of directors is authorized to appoint the six members of the Operating Committee. Board members elected by the holders of Series BB shares have the right to appoint three of the committee members. As of the date of this report, the members of the Operating Committee are Fernando Bosque Mohíno, CEO, who chairs the committee; Carlos Rohm; Alejandro Cortina Gallardo; Tomás Enrique Ramírez Vargas, Director of Commercial Activities; José Ignacio Ascacíbar Martínez, Director of Technical Operations; and Saúl Villarreal García, Chief Financial Officer. Carlos Manuel Porrón Suarez, Santiago Riveroll and Carlos Laviada Ocejo serve as alternates for Fernando Bosque Mohíno, Carlos Rohm and Alejandro Cortina Gallardo, respectively.

Audit and Corporate Practices Committee

The Audit and Corporate Practices Committee, which must have a minimum of three members, the majority of whom must be members of our board of directors, is responsible, among other things, for: (i) monitoring the compliance of our directors, officers and employees (and those of our subsidiaries) with our (and their) bylaws (estatutos sociales) and applicable law, (ii) naming, and supervising the work of, our independent auditors and (iii) receiving and investigating internal complaints or other information concerning our systems of internal control and other such matters. The Audit and Corporate Practices Committee is also responsible for reviewing our corporate governance and all related-party transactions (according to the requirements of our bylaws and the Mexican Market Law), including transactions with AMP. The members of the board of directors elected by the holders of Series BB shares are entitled to propose the appointment to the Audit and Corporate Practices Committee of the number of members representing 20% of the committee’s total members, but at least one member who must also fulfill applicable independence requirements. The president of this committee is elected at the annual shareholders’ meeting. The composition of the Audit and Corporate Practices Committee must at all times be compliant with all applicable laws and regulations, including independence requirements, for every jurisdiction in which our securities are listed or quoted. As of the date of this report, the members of the Audit and Corporate Practices Committee are Carlos Cárdenas Guzmán, Juan Diez-Canedo Ruíz and Ángel Losada Moreno.

Acquisitions Committee

The Acquisitions Committee is responsible for ensuring compliance with our procurement policies set forth in our bylaws. Among other things, these policies require that the Acquisitions Committee approve any transaction or series of related transactions between us and a third party involving consideration in excess of U.S.$400,000 and that any contract between us, on the one hand, and AMP or any of its related parties, on the other hand, be awarded pursuant to a bidding process, which, in the case of AMP, must involve at least three other bidders. In the case of a proposed transaction between us and AMP or any related party, we are required to invite, pursuant to the bylaws, at least three contractors to bid on the transaction and, in the case that a third-party contractor’s bid is equal to or less than AMP’s bid, the transaction is awarded to the third-party contractor.

Our bylaws provide that a shareholders’ meeting will determine the number of members of the Acquisitions Committee, which must be composed primarily of members of the board of directors. The members of the board of directors elected by the holders of Series BB shares are entitled to appoint to the committee the number of members representing 20% of its total members but at a minimum, one member. As of the date of this report, the Acquisitions Committee consists of proprietary members Rodrigo Marabini Ruíz and Joaquin Vargas Guajardo. Eduardo Sánchez Navarro Redo was elected to serve as an alternate member to Rodrigo Marabini Ruíz. A secretary has also been appointed who is not a member of the committee.

 

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Nominations and Compensation Committee

The Nominations and Compensation Committee is responsible for nominating candidates for election to our board of directors and making recommendations regarding the compensation of our directors and officers. The committee also serves in a corporate governance role within the scope of its subject matter. Our bylaws provide that a shareholders’ meeting will determine the number of members of the committee. The holders of the Series B and Series BB shares, each acting as a class, are each entitled to name one member of the Nominations and Compensation Committee. The remaining members of the committee, if any, are designated by the two members who were selected by the Series B and Series BB shareholders. If these two members are unable to reach agreement, the remaining members of the committee will be designated by the majority of the votes in the shareholders’ meeting, provided that, in such case, holders of the Series BB Shares will be entitled to appoint 20% of the members but at a minimum, one member. Members of the committee serve for a term of one year. At each annual shareholders’ meeting, the Nominations and Compensation Committee is required to present a list of candidates for election as directors for the vote of the Series B shareholders. As of the date of this report, the members of the Nominations and Compensation Committee are Laura Díez Barroso Azcárraga and Álvaro Fernández Garza. Eduardo Sánchez Navarro Redo was elected to serve as an alternate member to Laura Díez Barroso Azcárraga.

Employees

Employees in Mexico

The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each year indicated:

Employees

 

     December 31,  
     2013      2014      2015(2)  

By category of activity:

        

Airport operations

     537         524         523   

Airport maintenance

     144         142         142   

Administration(1)

     197         211         213   

Fundación GAP

           7   

By geographic location:

        

Guadalajara

     143         132         139   

Tijuana

     88         88         84   

Los Cabos

     84         82         78   

Puerto Vallarta

     77         80         86   

Hermosillo

     55         54         54   

Guanajuato

     51         53         53   

La Paz

     44         44         43   

Mexicali

     44         42         44   

Aguascalientes

     45         45         44   

Morelia

     48         49         47   

Los Mochis

     38         38         39   

Manzanillo

     33         33         33   
  

 

 

    

 

 

    

 

 

 

Total(1)

     878         877         885   
  

 

 

    

 

 

    

 

 

 

 

(1) Total at December 31, 2013, 2014 and 2015 includes 128, 137 and 141 employees, respectively, of SIAP, our administrative services subsidiary located in Guadalajara.
(2) As of December 31, 2015, CORSA employed 425 people, SIAP employed 387 people, PCP employed 66 people and Fundación GAP employed 7.

 

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As of December 31, 2015, 51.3% of our employees were non-unionized employees. The remaining 48.7% employees were unionized. All of our unionized employees are members of local chapters of the Mexican National Union of Airport Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), an organization formed in 1998 whose members include employees of ASA as well as of the three other airport groups (the Southeast Group, the Mexico City Group and the Central-North Group) operating in Mexico. Labor relations with our employees are governed by one collective bargaining agreement relating to each one of our twelve airport subsidiaries; which is negotiated by the respective local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. In 2014, we successfully renegotiated our collective bargaining agreement, thereby securing a favorable and productive work environment for our employees for 2015 and 2016. We believe that our relations with our employees are good, and the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico. During October 2016, we will be required to renegotiate the collective bargaining agreement.

We offer a savings plan available to all of our Mexican employees pursuant to which our employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw funds from their accounts on an annual basis. In 2013, 2014 and 2015, we made a total of Ps.16.0 million, Ps.15.1 million and Ps.17.0 million, respectively, in payments to employees’ accounts pursuant to the savings plan.

Funds in the savings plan may be used to make loans to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Mexican Treasury Department.

Employees in Jamaica

The following table sets forth the number of employees and a breakdown of employees by main category of activity as of the end of each year indicated:

Employees

 

     December 31,  
     2013      2014      2015  

By category of activity:

        

Airport operations

     n/a         n/a         71   

Airport maintenance(1)

     n/a         n/a         48   

Administration

     n/a         n/a         49   
  

 

 

    

 

 

    

 

 

 

Total

     n/a         n/a         168   
  

 

 

    

 

 

    

 

 

 

 

(1) Total at December 31, 2015 includes 27 employees representing contractors in maintenance assigned to work on landscaping, runway maintenance, drainages and general labor tasks.

As of December 31, 2015, 25.6% of MBJA’s employees, comprising management and contract staff, were non-unionized employees and the remaining 74.4% employees were unionized. The unionized employees are members of two local trade unions: the Trade Union Congress (“TUC”) and Union of Technical, Administrative, and Supervisory Personnel (“UTASP”).

The current collective bargaining agreement with the TUC expired on February 28, 2016. Fifty-four employees from MBJA’s maintenance, engineering and emergency response service teams are

 

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members of the TUC. The collective bargaining agreement historically covers wages and benefits and terms and conditions of employment for a two-year period. MBJA has received this union’s requests, and it expects to commence renegotiations of the collective bargaining agreement with the TUC during the second quarter of 2016.

The current collective bargaining agreement with the UTASP expired on March 31, 2016. Seventy-one employees from MBJA’s supervisory and administrative personnel across different departments are members of the UTASP. The collective bargaining agreement historically determines wages and benefits and terms and conditions of employment for a two-year period. MBJA has not yet received this union’s requests, however, it expects to commence renegotiations of the collective bargaining agreement with the UTASP during the second quarter of 2016.

In 2014, MBJA amicably renegotiated its collective bargaining agreements for both unions, thereby securing a continued favorable and productive work environment for its employees for 2014 through 2016. We anticipate amicable negotiations as MBJA continues to maintain a good relationship with both unions. Further, to our knowledge, MBJA pays comparable salaries and benefits to other similar enterprises in Jamaica.

MBJA also facilitates voluntary employee salary deductions for personal savings.

 

Item 7. Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Prior to our initial public offering in 2006, the Mexican government owned 476,850,000 Series B shares, representing 85% of our issued and outstanding capital stock. After the offering, the Mexican government ceased to be a shareholder.

The following table sets forth information with respect to beneficial ownership of our capital stock as of April 13, 2016:

Major Shareholders

 

     Number of Shares      Percentage of Total
Share Capital
 

Identity of shareholder

   B Shares      BB Shares      B Shares     BB Shares  

AMP

     13,519,900         84,150,000         2.4     15.0

Grupo México S.A.B. de C.V. (1)

     89,536,21         —           16.0     —     

Weston Hill Equity Holdings, LP (2)

     38,065,295         —           6.8     —     

Public (3)

     335,728,590         —           59.8     —     

 

(1) Based on the Schedule 13D amendment filed on March 3, 2016, by Grupo México.
(2) Based on the Schedule 13D amendment filed on December 10, 2014, by Weston Hill Equity Holdings, LP. Mr. Laviada is a general partner of Weston Hill Equity Holdings, L.P. In addition, Mr. Laviada and Mrs. Díez Barroso are investors in CMA, which owns 66.66% of AMP. Mr. Laviada directly beneficially owns 150,000 Series B shares, and Mrs. Díez Barroso directly beneficially owns 430,000 Series B shares. Consequently, they may be deemed to share an indirect beneficial ownership of 52,165,195 Series B shares, representing 9.3% of our total share capital (excluding the 84,150,000 BB shares beneficially owned directly by AMP). See “Item 4, Information on the Company —History and Development of the Company – Investment by AMP”.

AMP holds all of our Series BB shares, representing 15% of our total share capital. Special rights and restrictions attached to our Series BB shares are described under “Item 4, Information on the Company – History and Development of the Company” and “Item 10, Additional Information – Corporate Governance – Voting Rights and Shareholders’ Meetings.” As of April 13, 2016, approximately 17.9% of our Series B shares were held in the form of ADSs, and 65% of the holders of our ADSs (76 holders, including The Depository Trust Company) had registered addresses in the United States.

 

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AMP Trust, Bylaws and Shareholders’ Agreement

The rules governing the sale of our Series BB shares to AMP required that AMP place all of its Series BB shares in trust in order to guarantee AMP’s performance of its obligations under the technical assistance agreement and AMP’s commitment to maintain its interest in us for a specified period. Accordingly, AMP has placed its shares in trust with Bancomext. This trust provides that AMP may instruct Bancomext with respect to the voting of the shares held in trust that represent up to 10% of our capital stock; the remaining 5% is required to be voted in the same manner as the majority of all shares voted at the relevant shareholders’ meeting. Under our bylaws and the trust, AMP could not sell any of its Series BB shares before August 25, 2004. Since the end of this no-sale period, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may sell in any year up to 20% of its remaining 51% ownership interest in us represented by Series BB shares. The terms of the trust will be extended for an additional fifteen years if, at the end of the initial fifteen-year term, AMP holds shares representing more than 10% of our capital stock. AMP may terminate the trust before the second fifteen-year term begins if (i) AMP holds less than 10% of our capital stock at the end of the initial term, and (ii) the technical services agreement has been terminated. AMP is required to deposit in the trust any additional shares of our capital stock that it acquires.

AMP’s shareholders have entered into a shareholders’ agreement that provides that AENA will have the right to appoint our director of technical operations, meanwhile (i) the appointment of AMP’s representatives to our board of directors and board committees shall be made on a rotating basis, and (ii) any right of AMP regarding the appointment of our chief executive officer, chief financial officer, director of investor relations, general counsel, director of human resources, director of commercial activities, the secretary of our board of directors and most other matters relating to AMP’s participation in us, must be made, in principle, pursuant to the unanimous consent of AMP’s shareholders. When unanimous consent is not obtained, other mechanisms exist to avoid the resulting deadlocks. However, such deadlocks might still occur, which may affect our operations. See “Item 3, Risk Factors – Risks Related to our Controlling Shareholder – AMP controls our management, and AMP’s interests may differ from those of other shareholders. In the past, disputed among AMP’s shareholders have affected us.

Under the terms of the participation agreement and the trust agreement, AMP’s designated “Mexican” and “operating” partners were required to maintain their current 25.5% ownership interest in AMP until August 25, 2014. On November 19, 2014, CMA and DCA entered into a stock purchase agreement and formalized the transaction through which CMA purchased from DCA 792,800,000 shares, representative of 33.33% of the capital stock of AMP. Although CMA became 66.66% owner of the capital stock of AMP as a result of this transaction, CMA and AENA have agreed that AENA’s consent is required with respect to certain significant actions or decisions.

RELATED PARTY TRANSACTIONS

Arrangements with AMP and its Affiliates

The rules for the sale of the Series BB shares required AMP, us and the SCT to enter into a participation agreement, which established the framework for the technical assistance agreement and the Banco Nacional de Comercio Exterior, S.N.C., or Bancomext, trust agreement.

Pursuant to the technical assistance agreement and the participation agreement, AMP and its shareholders agreed to provide management and consulting services and transfer to us technical assistance and technical and industry expertise related to the operation of airports. The agreement has an initial term of approximately fifteen years, but automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date. Despite the automatic renewal under Clause 5.2 of the agreement, at our April 23, 2014, board of directors meeting, we requested the opinion of the board’s independent directors with respect to the continuation of the agreement. The majority of our independent directors voted in favor of the five-year automatic renewal option. The agreement was thus automatically renewed on August 25, 2014, for an additional five-year term.

 

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A decision by us to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B shareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). The agreement will only remain in effect if AMP continues to hold at least 7.65% of our capital stock. If the agreement does not remain in place, our management could change and due to the lack of technical assistance, our operations could be adversely and significantly affected.

Subsequent to January 1, 2002, the technical assistance fee has been required to equal the greater of U.S.$4.0 million adjusted annually for inflation (measured by the U.S. CPI) or 5% of our annual consolidated income from operations (calculated prior to deducting the technical assistance fee and depreciation and amortization in accordance with MFRS). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings.

The technical assistance agreement allows AMP, its shareholders and their affiliates to render additional services to us only if our Acquisitions Committee determines that these related parties have submitted the most favorable bid in a bidding process with at least three unrelated parties. This process is described in “Item 6, Directors, Senior Management and Employees – Board Committees.”

In 2013, we recognized expenses of Ps.1.5 million (U.S.$114.2 thousand) that were paid to AMP. In 2014, we did not recognize any such expenses. In 2015, we recognized expenses of Ps.2.3 million (U.S.$133.0 thousand) that were paid to AMP. Pursuant to the technical assistance agreement, the fee paid to AMP and its affiliates was approximately Ps.171.5 million (U.S.$13.1 million), Ps.194.2 million (U.S.$13.2 million) and Ps.234.9 million (U.S.$13.6 million) for 2013, 2014 and 2015, respectively.

 

Item 8. Financial Information

See “Item 18, Financial Statements” and our consolidated financial statements beginning on page F-1. Since the date of the financial statements, no significant change has occurred.

LEGAL PROCEEDINGS

General

We are periodically involved in certain legal proceedings that are incidental to the normal conduct of our business, none of which is expected to have a material or adverse effect on our business. In addition to those legal proceedings in the ordinary course of our businesses, in recent years, we have also been subject, directly and indirectly, to the litigation proceedings that are summarized below.

Litigation related to Grupo México, S.A.B. de C.V. and suits seeking to void certain of our bylaws

Articles X and XII of our bylaws, among others, limit the ability of Series B shareholders, directly or with related parties, other than AMP, to hold more than 10% of our outstanding capital stock, and any shares held in excess of that amount must be sold in a public offering. In accordance with our bylaws, until the public offering of such shares takes place, such excess shares have no voting power and cannot be represented in any shareholders’ meeting.

On June 13, 2011, Grupo México announced that it intended to acquire more than 30% and up to 100% of our shares outstanding at that time, excluding treasury shares. Grupo México and certain of its subsidiaries commenced legal proceedings, among others, seeking (i) to modify our bylaws to eliminate the foregoing limitations and (ii) to terminate AMP’s special rights that stem from AMP’s ownership of our Series BB shares.

 

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In October 2010, a legal proceeding was filed against us in a civil court in Mexico City. The complaint sought to have the court grant relief by, among others, declaring Articles X and XII of our bylaws void. The plaintiffs are Grupo México and its subsidiary ITM. On September 30, 2011, the court issued a favorable decision for the plaintiffs, and we appealed this decision. On February 25, 2013, we were notified that an intermediate appellate court had confirmed the lower court’s decision holding certain of our bylaws to be invalid. We filed a direct amparo appeal on March 19, 2013. On April 10, 2013, we were informed that the court ordered the suspension of the civil courts’ decisions, pending the resolution of our appeal. On February 19, 2014, the Mexican Supreme Court agreed to review the legal proceeding regarding ownership limits contained in our bylaws that impose a 10% ownership threshold, stating that it considered this issue a matter of national interest and significance, and referred the proceeding to the second chamber of the Supreme Court. On June 17, 2015, the Mexican Supreme Court issued an amparo ruling upholding the validity of Articles X and XII of our bylaws regarding the limitations on ownership of our capital stock under Article 48, Section III of the Mexican Securities Law and remanded the case to the intermediate appellate court. Consequently, the challenges initiated by Grupo México and ITM against these articles have been definitively concluded. In accordance with the decision of the Mexican Supreme Court, the Superior Court of Mexico City: i) declared that Grupo México and ITM are in violation of our bylaws, resulting from the fact that together they hold more than the 10% of our capital stock; ii) ordered the sale by GM and ITM of the Series “B” shares held in excess of 10% of our capital stock; and iii) instructed that the sale should be conducted through a public offer (Oferta Pública de Venta) in accordance with the laws of Mexico and Article XII of our bylaws. See “Item 3, Risk Factors – Risks Related to Our Controlling Shareholder – Certain actions by Grupo México, S.A.B. de C.V. may affect our management, financial condition or results of operations.”

Grupo México, S.A.B. de C.V. seeks to void certain resolutions adopted at our corporate shareholders’ meetings

General Ordinary Shareholders’ Meeting of April 27, 2011

Prior to our General Ordinary Shareholders’ Meeting held on April 27, 2011, Grupo México indicated its intent to appoint two members to our board of directors, one for each 10% ownership interest it held in us at the time. However, according to our bylaws, ownership of our common stock is limited to 10%, and consequently, the right of representation on our board of directors and the right to vote at our shareholders’ meetings is also limited to 10%. During the April 27, 2011, annual General Ordinary Shareholders’ Meeting, Grupo México’s request was rejected, and Grupo México was asked to appoint a single board member in accordance with their rights under our bylaws. In response, Grupo México initiated legal action seeking to nullify the resolutions adopted regarding the designation of representatives of our Series B shares to our board directors. On May 27, 2011, a civil court provisionally suspended the related resolutions. We appealed the decision on June 17, 2011, and after an intermediate appellate court confirmed the lower court’s decision, we filed a direct amparo appeal against this determination on April 3, 2014. On February 12, 2015, this legal proceeding was decided in our favor.

General Ordinary Shareholders’ Meetings of April 16, 2012, April 16, 2013, and April 23, 2014

Grupo México and its subsidiary, ITM, have filed lawsuits seeking to void shareholder resolutions adopted at each of our General Ordinary Shareholders’ Meetings from 2012 to 2014. We have responded to each of these lawsuits. Each of these cases has proceeded through all of its phases and awaits judgment; however, as a result of a motion filed by us to join these three related actions with the proceedings regarding the Extraordinary Shareholders’ Meeting held on September 25, 2012, the issues in each case will be resolved together with the trial seeking to nullify the resolutions adopted at the Extraordinary Shareholders’ Meeting held on September 25, 2012. As a result, these matters are still pending.

 

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Extraordinary Shareholders’ Meeting of September 25, 2012

At the Extraordinary Shareholders’ Meeting held on September 25, 2012, duly held by a quorum of 75% of the shares entitled to vote, shareholders approved a capital stock reduction, for the fixed portions proportional to the historical value of the capital stock and to the value of the stock as adjusted for inflation through December 31, 2007, The resolution required Ps.870.0 million to be paid in cash pro rata among the shares outstanding on a date no later than October 3, 2012.

On October 3, 2012, we complied with the resolution by making a payment to the Central Securities Depository (S.D. Indeval Institución para el Depósito de Valores, S.A. de C.V.), or “Indeval,” equivalent to Ps.1.639281 per share outstanding. However, after our payment to Indeval, Grupo México issued a press release announcing that a Mexico City civil court had issued a decision that ordered us to immediately and unconditionally suspend the resolution related to the capital reduction. As we were otherwise not properly notified by the court of the injunction, we thereby became aware of a lawsuit filed by Grupo México seeking the suspension of the resolutions adopted at the Extraordinary Shareholders’ Meeting held on September 25, 2012. Despite not being notified by the competent court, and after we had complied with the resolutions and completed the required payment, we were then informed by Indeval that, because it had been notified of this judicial injunction that presumably ordered us, not Indeval, to suspend the resolution related to the capital reduction, Indeval would suspend the disbursement of the funds deposited by us.

As of the date of this report, Indeval continues to hold the funds allocated for the capital reduction, and we expect that Indeval will continue holding the funds until the injunction is resolved judicially. We have answered the lawsuit and also appealed the decision regarding the suspension of the capital reduction approved at the Extraordinary Shareholders’ Meeting. The case has proceeded through all of its phases and awaits judgment; however, as a result of a motion we filed to join this case with the three pending related actions discussed above, the issues in this case will be resolved together with the trial seeking to nullify the resolutions of the General Ordinary Shareholders’ Meetings held on April 16, 2012, April 16, 2013, and April 23, 2014. As a result, these matters are still pending.

Grupo México, S.A.B. de C.V. and certain of its subsidiaries challenge our participation agreement with AMP

ITM, a subsidiary of Grupo México, filed a legal proceeding against us on November 4, 2011, seeking to void AMP’s ownership of our Series BB shares as granted by the participation agreement between AMP and us, which would result in the termination of AMP’s veto, appointment of executives and other special rights. Additionally, ITM’s suit sought the repayment of all economic benefits conferred by us upon AMP during the period in which AMP has held our shares. We filed an initial reply in this proceeding on November 25, 2011. On March 7, 2012, we were notified by our external legal counsel that a ruling was issued in our favor, which found a lack of jurisdiction by the civil court due to the administrative nature of the claim. Although we received notice that this proceeding had concluded, a federal court later granted a direct amparo appeal that had been filed by Grupo México on June 6, 2012. Therefore, on July 13, 2012, the legal proceeding was recommenced in the appropriate federal civil court. On October 22, 2013, we filed briefs responding to the plaintiff’s arguments. As of the filing of this report, this proceeding is still pending.

Ejido participants at Tijuana, Guadalajara and Puerto Vallarta airports

A portion of the lands constituting some of our airports were expropriated by the Mexican government under its power of eminent domain. Prior to their expropriation, some of these lands had been

 

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held by groups of individuals through a system of communal ownership of rural land known as an ejido. Certain of these former ejidos’ participants have asserted indemnity claims against the Mexican government challenging the expropriation decrees.

In the case of our Tijuana airport, our airport subsidiary has been joined as an interested third party in the proceedings challenging the 1970 expropriation decree. During 2008, the ejido received an unfavorable ruling, which it appealed, and subsequently, it received a judgment in its favor calling for the restitution of 320 hectares of land. Although the precise area affected has yet to be determined, depending on which particular land parcel is to be returned, this could affect the airport’s perimeter and could materially disrupt the airport’s current operations.

In addition, certain of the former ejidos’ participants are currently occupying portions of the property on which we operate Tijuana International Airport. Although the currently occupied portions are not at present essential to the airport’s operations and these former ejidos’ participants are not currently interfering with the airport’s operations, their presence could limit our ability to expand the airport into the areas they occupy. In addition, there can be no assurance that the former ejidos’ participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction.

Similarly, in the case of Guadalajara International Airport, in 2009 two different ejidos commenced proceedings before an agrarian court (Tribunal Superior Agrario) against the SCT, seeking to void the expropriation decree of 1975. The case was transferred to the federal justice system, and in a November 2010 ruling in favor of the ejidos, the district court ordered the return of all expropriated property to the ejidos and thus voided the specific concession granted to us on expropriated land. Although our Guadalajara airport has been joined only as an interested third party in the proceedings, we appealed this decision. On July 10, 2012, the appellate court reversed and remanded the decision, and on July 31, 2014, the district court issued a new judgment in favor of one of the ejidos, El Zapote, which both our Guadalajara airport and the federal authorities again appealed. As of the date of this report, this appeal is pending. With respect to the second ejido, Santa Cruz del Valle, the district court’s ruling against the Mexican government’s 1975 expropriation decree was confirmed by the appellate court and is subject to enforcement against the Mexican government.

In February 10, 2014, our Guadalajara airport received a notice from the district court regarding a proceeding by the ejido San José del Valle claiming approximately five hectares within the airport’s possession. Currently, this case is in the presentation of evidence stage.

In September 2013, Puerto Vallarta International Airport received notification of lawsuits related to the ejido Valle de Banderas, which claimed the invalidity of the expropriation by the Mexican government of the land on which the airport is located. Participants of the ejido commenced three proceedings against us, our Puerto Vallarta airport and various federal authorities for restitution or compensation with respect to 154 hectares of land comprising this airport. The claimants seek, among other things, to invalidate the expropriation decree issued on October 9, 1957 and, in two of the proceedings, are also seeking restitution of the land as they were not part of the expropriation decrees of October 9, 1957, August 20, 1990, November 24, 1993, and April 24, 1997. These lawsuits are also seeking, in part, to void the concession granted to the airport. We have challenged the lawsuits on the basis of a lack of jurisdiction, as the claims were brought in the courts of the State of Nayarit, while our Puerto Vallarta airport is located in the State of Jalisco. The superior agrarian court declared the Nayarit court as having jurisdiction, and we have appealed this decision. This proceeding remains pending.

The terms of our concession require the Mexican government to provide us restitution for any loss of our use of the land provided for in our Mexican concessions. Although no assurance can be given, we believe that the Mexican government would be liable for any operational disruption caused by the proceedings with the ejidos and would have to restore our rights of use for the public property assigned to us under the concessions if we were to lose our appeals.

 

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Property tax claims by certain municipalities

We remain subject to ongoing property tax claims that have been asserted against us by the municipal authorities of Mexicali, Tijuana, Guadalajara and Hermosillo for the payment of property taxes with respect to the property on which we operate our airports in those cities.

The municipality of Hermosillo has initiated efforts to survey the area of our Hermosillo airport in order to determine the amount of property taxes owed. We challenged their actions through administrative proceedings filed on July 30, 2013, October 16, 2013 and January 13, 2014. As of the date of this report, we have not received a decision in these proceedings.

On May 19, 2010, the municipality of Tlajomulco, the municipality in which our Guadalajara airport is located, delivered a notice to the airport in which it seeks payment of property taxes. The notice, however, was factually inaccurate with respect to a number of items, including ownership of the property. As a result, the proceeding was improperly commenced, and no further action on our part is needed at this time which is pending.

In the case of our Tijuana airport, the municipal authority issued a second property tax claim against the airport on June 8, 2005. The court then ordered the temporary encumbrance of certain of our assets, including our concession to operate Tijuana International Airport, pending our deposit of a bond with the court as provisional security, in accordance with Mexican judicial procedures, while we await the final resolution of the underlying claims. Although the encumbered assets did not affect the operation of the airport, on February 9, 2006, a bond was issued by a financial institution on behalf of the Tijuana airport for Ps.141.8 million (nominal pesos) in order to release the encumbrance. On March 25, 2008, the Tijuana airport received an initial ruling declaring void the tax claim by the municipal authority but upholding the right of the municipal authorities to assess property taxes over commercial areas. Although we appealed the ruling with respect to the assessment of property taxes over commercial areas, we also petitioned that the bond be refunded in the interim because the municipality did not appeal any matter in the resolution. Accordingly, on February 7, 2009, our line of credit for the issuance of the bond was cancelled. Our challenge to the second request is still pending. On October 20, 2010, the municipal authority of Tijuana issued a third request for the repayment of property taxes for 2000 through 2010. We and our legal counsel believe that this request for payment of taxes is not valid since local courts had already ruled the tax claims for the years 2005 and 2006 invalid. In conjunction with its third request, the Tijuana municipal authority requested that we make a full payment of the claimed taxes of Ps.269.2 million within three days of receiving the request. The municipal authority also listed a number of assets that they believed could be seized if payment was not made. Because we and our legal counsel believe that this request for repayment is also invalid, we commenced legal proceedings against the municipal authority. The legal proceeding is currently pending. On February 7, 2013, the Tijuana municipal authority filed a fourth property tax claim for the period from 2008 to 2012 against the Tijuana airport in the amount of Ps.15.2 million, demanding payment within three business days. On February 28, 2013, we began an annulment proceeding against the claim. On March 5, 2013 the authority established the amount to be guaranteed, and on March 8, 2013 we presented a bond to guarantee the amount claimed. As of the date of this report, this proceeding is still pending.

On October 24, 2014, the Tijuana municipal authority issued a requirement for payment of Ps.233.7 million in real estate taxes covering the period from 2000 to 2014. On November 13, 2014, we filed an administrative proceeding for annulment against this requirement, which we consider to be unfounded. On October 29, 2014, the municipal authority revoked the requirement as unfounded, however, on November 26, 2014, the authority issued a different requirement for payment of PS.234.8 million in property taxes for the period from 2000 to 2014, which we again challenged on

 

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December 19, 2014. With respect to the municipal authority’s request for us to post a collateral bond guaranteeing the entire amount in question, the court granted judgment in our favor and suspended the requirement, which we had challenged on the grounds that we have already guaranteed part of the amount in previous proceedings. This matter has not yet been resolved by the courts.

We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations should a court determine that these property taxes must be paid in response to any future proceedings.

Federal tax proceedings against La Paz and Morelia airports

The Mexican Tax Authority (Servicio de Administración Tributaria), or “SAT,” in connection with its review for the 2005 year, notified us in 2008 and 2009 that under its criteria our La Paz and Morelia airports, among others, incorrectly applied the fiscal amortization rates with regard to the value of their concessions.

On February 12, 2010, the Morelia International Airport filed an administrative proceeding against the resolution issued by the tax authority stating that the airport applied a fiscal amortization rate in excess of its concession value. On October 5, 2011, our Morelia airport received an unfavorable ruling; therefore, on October 26, 2011, it filed an appeal on constitutional grounds against that unfavorable decision, which was partially ruled in favor of the airport in September 2012. Subsequently, the tax authority filed an appeal against this decision, which was resolved against the airport on February 28, 2013. Accordingly, on March 14, 2013, we paid Ps.2.9 million to the tax authority, after which this proceeding was concluded. On November 19, 2014, the Mexican Tax Authority issued a ruling with the calculation of an additional employees’ statutory profit sharing, which we appealed. In February 2015, the airport received a favorable resolution and the tax authority did not appeal this decision, therefore the legal proceeding was concluded in May 2015.

On October 3, 2011, La Paz International Airport received a favorable decision in the first instance, which was appealed by the tax authority. On September 7, 2012, the court issued a resolution in favor of the tax authority and remanded the case to the lower court with instructions to modify its decision based on the applicable law in 2005. On November 14, 2012, the lower court found in favor of the tax authority regarding the income tax, but found the fine to be invalid. The tax authority appealed with regards to the fine. In February 2013, our La Paz airport paid the corresponding taxes according to the last resolution. In January 21, 2014, we received confirmation from the court that the fine is invalid. However, on February 11, 2014, the Mexican Tax Authority filed an appeal. On February 5, 2016, the court issued a final decision in our favor.

Infractions of the Mexican Securities Law alleged by the CNBV

On April 25, 2011, we received a formal notice from the CNBV by which it initiated a proceeding against us for alleged violations of Mexican disclosure statutes primarily in connection with disputes among AMP’s shareholders during 2010. This notice was the first stage of an administrative proceeding required to impose a fine on us. On June 3, 2011, we exercised our right to appeal the determination of the CNBV and to file evidence to contest this determination.

On April 24, 2013, we were notified by the CNBV of the imposition of administrative sanctions for the alleged violations. We appealed the sanctions by means of an administrative proceeding before the Fiscal Federal and Administrative Justice Court on June 27, 2013.

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subsequent legal actions we may take in response to the CNBV. If we are not successful in our appeal, the maximum amount of the fine that could be levied against us for all alleged violations is approximately Ps.31.0 million (approximately U.S.$1.8  million). As of the date of this report, this appeal remains pending.

DIVIDENDS

The declaration, amount and payment of dividends are determined by a majority vote of our shareholders present at a shareholders’ meeting and generally, but not necessarily, on the recommendation of the board of directors, which is empowered by Article 18 of our bylaws to set our dividend policies. So long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the declaration and payment of dividends will require the approval of the holders of a majority of the Series BB shares.

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of the company’s capital stock from time to time (without adjustment for inflation). Our legal reserve fund was Ps.840.7 million (historical value) at December 31, 2015 (excluding reserve amounts corresponding to 2015 net income).

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. The level of earnings available for the payment of dividends is determined under MFRS. Our subsidiaries, which prepare and report financial information under MFRS, are required to allocate earnings to their respective legal reserve funds prior to paying dividends to Grupo Aeroportuario del Pacífico, S.A.B. de C.V. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

As a result of the 2014 Fiscal Reform, dividends paid to Mexican individuals or any foreign residents with respect to our Series B shares and ADSs are subject to a 10% withholding tax. The definition of dividend for this purpose includes, among others, in addition to declared dividends: (i) interest paid on preferred shares; (ii) loans to shareholders and partners unless the loan is established for less than one year, incurred in the operations of the business and meets certain requirements; (iii) payments that are considered non-deductible and benefit the shareholders; (iv) amounts not recognized as a result of omissions of income or unrealized purchases; and (v) transfer pricing adjustments to income or expenses as a result of assessments by the tax authorities for related party transactions. The 10% distribution tax would also apply on distributions from a branch to the home office. A transitory provision limits the withholding tax on dividends to earnings generated in 2014 and subsequent years. For this purpose, the transitory provision refers to distributions from accumulated previously taxed earnings (CUFIN) as of 2013, being free of tax. Taxpayers are currently required to maintain a separate CUFIN account for earnings. Because this withholding tax would be a tax on the shareholders under the Mexican Income Tax Law, treaty benefits should be available.

Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax will be subject to a corporate-level dividend tax (retained against cumulative net income and payable by us) calculated on a gross-up basis by applying a factor of 1.4286 for 2013 and subsequent years. For 2013 and thereafter, the corporate tax rate is 30%. This corporate-level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date on which the dividend was paid.

Distributions made by us to our shareholders other than as dividends (in the manner described above), including capital reductions, amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

 

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We paid aggregate dividends of Ps.1.21 billion in 2013, Ps.1.59 billion in 2014 and Ps.1.74 billion in 2015.

Under our dividend policy adopted at the Extraordinary Shareholders’ Meeting held on April 15, 2005, our annual dividend is expected to consist of two components. The first component is a fixed amount, which was Ps.450 million for 2005 (for the dividend paid in 2006) and is intended to increase gradually each year. Second, the dividend policy contemplates that our annual dividend will include any cash and cash equivalents we hold (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) in excess of our “minimum cash balance.” For purposes of our policy, the “minimum cash balance” is the amount of cash and cash equivalents that our board of directors determines is necessary to cover the minimum amount of expenses and investments expected to be incurred in the fiscal year during which the dividend payment is made and the subsequent fiscal year. Dividends are expected to be made payable in cash and in one or more payments as determined in the relevant ordinary shareholders’ meeting approving dividends.

The declaration, amount and payment of dividends pursuant to the policy described above are subject to (i) compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund and (ii) the absence of any adverse effect on our business plan for the current or subsequent fiscal year as a result of the payment of any dividend. We cannot provide assurance that we will continue to pay dividends or that future dividends will be comparable to our previous dividends. Our ability to pay dividends may be further restricted under the unsecured peso-denominated credit agreements into which some of our operating subsidiaries enter from time to time. However, at the date of this report these lines of credit have been paid in full. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.” Our dividend policy may also be amended at any time by our shareholders.

As of December 31, 2015, we had accumulated approximately Ps.2.7 billion of distributable earnings that had been subject to the corporate income tax and that could be declared at the relevant shareholders’ meeting and paid to shareholders free of the corporate level dividend tax, but a 10% withholding tax may apply to Mexican individuals or any foreign residents.

We pay dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the Deposit Agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

 

Item 9. The Offer and Listing

STOCK PRICE HISTORY

The following table sets forth, for the periods indicated, the high and low closing prices for (i) the ADSs on the New York Stock Exchange in U.S. dollars and (ii) our common shares on the Mexican Stock Exchange in pesos. See “Item 3, Key Information – Exchange Rates” for the exchange rates applicable during the periods set forth below. The information set forth in the table below reflects actual historical amounts at the trade dates and has not been restated in constant pesos:

 

Year ended December 31,    U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

2010

     28.18         41.99         37.07         51.00   

2011

     32.18         42.72         44.80         51.13   

2012

     34.13         62.58         44.00         74.70   

 

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Year ended December 31,    U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

2013

     42.55         65.95         56.61         80.76   

First Quarter

     54.22         64.16         67.53         81.70   

Second Quarter

     41.45         66.19         55.41         80.40   

Third Quarter

     48.01         58.80         61.49         75.06   

Fourth Quarter

     48.74         54.57         63.36         70.63   
Year ended December 31,    U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

2014

     48.65         75.13         63.37         98.75   

First Quarter

     48.65         58.51         63.37         76.39   

Second Quarter

     57.51         69.02         74.69         89.77   

Third Quarter

     66.08         75.13         85.44         98.75   

Fourth Quarter

     60.67         70.70         88.44         96.54   
Year ended December 31,    U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

2015

     57.51         96.58         89.09         161.21   

First Quarter

     57.51         66.36         89.09         100.07   

Second Quarter

     62.14         72.31         97.38         111.57   

Third Quarter

     68.12         89.00         107.67         146.49   

Fourth Quarter

     86.10         96.58         144.05         161.21   
     U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

Monthly Prices

           

November 2015

     89.66         96.58         148.77         160.14   

December 2015

     86.72         94.79         147.35         161.21   

January 2016

     76.79         85.68         141.32         153.83   

February 2016

     77.67         84.17         141.13         152.34   

March 2016

     78.61         88.71         140.19         154.14   

April 2016(2)

     87.83         91.18         153.99         162.28   

 

(1) 10 Series B shares per ADR.
(2) As of April 13, 2016.

TRADING ON THE MEXICAN STOCK EXCHANGE

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico. Founded in 1894 and in continuous operations since 1907, the Mexican Stock Exchange is organized as a Mexican corporation (sociedad anónima bursátil de capital variable) operating under a concession granted by the Ministry of Finance and Public Credit (SHCP). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m., Mexico City time.

Since January 1999, all trading on the Mexican Stock Exchange has been effected electronically. The Mexican Stock Exchange may impose a number of measures to promote orderly and transparent trading in securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer when price fluctuation exceeds certain limits. The Mexican Stock Exchange may also suspend trading in shares of a particular issuer as a result of:

 

    non-disclosure of material events; or

 

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    changes in the offer or demand, volume traded, or prevailing share price that are inconsistent with the shares’ historical performance and cannot be explained through publicly available information.

The Mexican Stock Exchange may reinstate trading in suspended shares when it deems that the material events have been adequately disclosed to public investors or when it deems that the issuer has adequately explained the reasons for the changes in offer and demand, volume traded, or prevailing share price. Under current regulations, the Mexican Stock Exchange may consider the measures adopted by the other stock exchanges in order to suspend and/or resume trading in an issuer’s shares in cases where the relevant securities are simultaneously traded on a stock exchange outside of Mexico.

Settlement on the Mexican Stock Exchange is effected three business days after a share transaction. Deferred settlement is not permitted without the approval of the Mexican National Banking and Securities Commission, even where mutually agreed. Most securities traded on the Mexican Stock Exchange are on deposit with Indeval, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities.

 

Item 10. Additional Information

CORPORATE GOVERNANCE

Organization and Register

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico under the Mexican General Law of Commercial Corporations (Ley General de Sociedades Mercantiles) and the Mexican Securities Market Law. It is registered with the Public Registry of Commerce of Mexico City under the number 238,578.

Purpose

Our main corporate purpose is to operate airports pursuant to airport concessions.

Bylaws

This section summarizes certain provisions of Mexican law and our estatutos sociales (bylaws).

At our Extraordinary Shareholders’ Meeting held on October 27, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil (a form then newly required by law for publicly traded companies in Mexico), and to conform our bylaws to the provisions of the Securities Market Law. Many of the changes related to the enhancement of our corporate governance.

During 2010, our Audit Committee proposed, to our board of directors, an amendment to our bylaws relating to the Corporate Practices articles (Practicas Societarias, as described in the Mexican Securities Market Law) in order to more closely align our bylaws with the terms of the Mexican Securities Market Law with respect to Corporate Practices. After reviewing the amendment proposal, our board of directors instructed the Audit Committee to submit the proposal to the CNBV to obtain their opinion regarding how the amended articles compared with the Mexican Securities Market Law, specifically as it relates to Corporate Practices. In response, the CNBV provided their recommendations both with respect to the specific consultation as well as with respect to other articles contained in the proposed amendment. We accepted the CNBV’s recommendations and re-submitted the proposed amendments to the CNBV. As of the date of this report, we have not received a response from the CNBV.

 

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Board of Directors

Our bylaws provide that our board of directors will generally have eleven members (increasing to twelve or thirteen members only when necessary to preserve minority shareholders’ voting rights in cases of multiple appointments by persons with 10% interests (as described below)).

At each shareholders’ meeting for the election of directors, the holders of Series BB shares are entitled to elect four directors. The remaining members of the board of directors are to be elected by the holders of the Series B shares.

Each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to appoint one director. The remaining positions on the board of directors will be filled based on the vote of all holders of Series B shares that have not elected to appoint a director by virtue of owning 10% of our capital stock. The candidates to be considered for election as directors by the Series B shareholders are proposed to the shareholders by the Nominations and Compensation Committee. All directors are elected based on a simple majority of the votes cast at the relevant shareholders’ meeting. Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of our directors is proposed by the Nominations and Compensation Committee to all of our shareholders at shareholders’ meetings for their approval. Pursuant to the Securities Market Law, 25% of our directors must be independent within the definition of that term specified therein.

Authority of the Board of Directors

The board of directors is our legal representative. The powers of the board include, among others, the following:

 

    to define our strategic planning decisions and approve our annual business plans and investment budgets;

 

    to approve our Master Development Programs and modifications thereto;

 

    to call shareholders’ meetings and act upon shareholders’ resolutions; and

 

    to create special committees and grant them the powers and authority as it sees fit, provided that said committees will not be vested with the authorities which by law or under our bylaws are expressly reserved for the shareholders or the board of directors.

Meetings of the board of directors will be validly convened and held if a majority of the members are present. Resolutions at said meetings will be valid if approved by a majority of the members of the board of directors, unless our bylaws require a higher number. Notwithstanding the board’s authority, under general principles of Mexican law, our shareholders, pursuant to a decision validly taken at a shareholders’ meeting, may at any time override the board.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) appoint and remove our chief executive officer and our other top-level executive officers (upon consultation with our Nominations and Compensation Committee); (ii) appoint three members of the Operating Committee and their respective alternates; (iii) appoint 20% of the total members of the Audit Committee, the Acquisitions Committee and the Nominations and Compensation Committee (a minimum of one member per committee), and their respective alternatives; and (iv) consent to the appointment of individuals appointed to the Operating Committee who are not members of our board of directors or our officers.

 

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In addition to the foregoing, each of the following actions of our board of directors, among certain others, may only occur with the approval of the Series BB directors:

 

    approval of our airports’ five-year Master Development Programs or amendments thereto;

 

    approval of our annual business and investment plans;

 

    approval of capital expenditures outside of our annual investment plans;

 

    approval of any sale of our fixed assets, individually or jointly, in an amount exceeding U.S$ 3.0 million;

 

    approval for us to enter into any type of loan or credit agreement, other than for certain loans granted by us to our subsidiaries;

 

    approval of the granting by us of guarantees (avales) or other security interests other than for the benefit of our subsidiaries;

 

    proposing to increase our capital stock or that of our subsidiaries;

 

    approval of sales of shares in our subsidiaries;

 

    approval of our dividend policies; and

 

    proposing individuals to join our Audit Committee or our Nominations and Compensation Committee.

Our Capital Stock

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of April 8, 2016:

Capital Stock

 

Capital Stock

   Authorized      Issued and
Outstanding
 

Series B shares

     476,850,000         476,850,000   

Series BB shares

     84,150,000         84,150,000   

Total

     561,000,000         561,000,000   

Our bylaws provide that our shares have the following characteristics:

 

    Series B: Series B shares currently represent 85% of our capital, and may represent up to 100% of our share capital. Series B shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments.

 

    Series BB: Series BB shares currently represent 15% of our capital and may not represent a greater percentage of our share capital. Like Series B shares, Series BB shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments and subject to the other requirements of our bylaws.

Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not directly or indirectly own more than 49% of the capital stock of a

 

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holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments is obtained. We have obtained this authorization, and as a consequence these restrictions do not apply to our Series B or Series BB shares.

All ordinary shares confer equal rights and obligations to holders within each series. Series BB shares are subject to transfer restrictions under our bylaws and generally must be converted to Series B shares before they can be transferred. Up to 49% of the Series BB shares can be converted into Series B shares at any time. The remaining 51% of Series BB shares could not be converted into Series B shares before August 25, 2009, absent prior approval by the SCT. Thereafter and until August 25, 2014, one fifth of such 51% could be converted each year. On or after August 25, 2014, none of the Series BB shares may be converted into Series B shares if (i) the Technical Assistance Agreement between AMP and us has not been renewed; and (ii) the Series BB shareholders so request. Notwithstanding the foregoing, if at any time after August 25, 2014, Series BB shares represent less than 7.65% of our share capital, those shares will be mandatorily converted into Series B shares and the Technical Assistance Agreement will be terminated.

Voting Rights and Shareholders’ Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders. Holders of Series BB shares are entitled to elect four members of our board of directors and holders of Series B shares are entitled to elect the remaining members of the board of directors.

Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary, and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meeting. An annual ordinary shareholders’ meeting (our “General Ordinary Shareholders’ Meeting”) must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the board on our financial statements, the appointment of members of the board of directors, the declaration of dividends and the determination of compensation for members of the board.

Extraordinary shareholders’ meetings (our “Extraordinary Shareholders’ Meeting”) are those called to consider any of the following matters:

 

    the extension of our duration or our voluntary dissolution;

 

    an increase or decrease in our minimum fixed capital;

 

    a change in corporate purpose or nationality;

 

    any transformation, merger or spin-off involving the company;

 

    any stock redemption or issuance of preferred stock or bonds;

 

    the cancellation of the listing of our shares with the National Securities Registry or on any stock exchange;

 

    amendments to our company’s bylaws; and

 

    any other matters for which applicable Mexican law or the bylaws specifically require an extraordinary meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

 

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Shareholders’ meetings are required to be held in our corporate domicile, which is the city of Guadalajara, in the state of Jalisco. Calls for shareholders’ meetings must be made by the board of directors or the Audit Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the board of directors or the Audit Committee call a shareholders’ meeting to discuss the matters indicated in the relevant request. In certain circumstances specified in Mexican law, any individual shareholder may also make such a request. If the board of directors or the Audit Committee fails to call a meeting within fifteen calendar days following receipt of the request, the shareholder or group of shareholders may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the Mexican Federal Gazette or in one newspaper of general circulation in Mexico at least fifteen calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Shareholders’ meetings will be validly held and convened without the need for a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must be registered in our share registry and comply with the requirements set forth in our bylaws. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.

At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

Quorums

Ordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary shareholders’ meetings are valid when approved by a majority of the shares present or duly represented at the meeting. Any number of shares represented at an ordinary shareholders’ meeting convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary shareholders’ meetings convened in this manner are valid when approved by a majority of the shares represented at the meeting.

Extraordinary and special shareholders’ meetings are regarded as legally convened pursuant to a first or subsequent call when at least 75% of the shares representing our capital (or 75% of the relevant series) are present or duly represented. Resolutions at extraordinary shareholders’ meetings are valid if taken by the favorable vote of shares representing more than 50% of our capital (or 50% of the relevant series).

Notwithstanding the foregoing, resolutions at extraordinary shareholders’ meetings called to discuss any of the issues listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

 

    any amendment to our bylaws that: (i) changes or deletes the authorities of our committees; or (ii) changes or deletes the rights of minority shareholders;

 

    any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

 

    termination of the participation agreement between us and AMP;

 

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    the cancellation of registration of our shares with the National Securities Registry (Registro Nacional de Valores), with the BMV or with any other domestic or foreign stock exchanges in which they are registered;

 

    a merger by us with an entity the business of which is not directly related to our business or that of our subsidiaries; or

 

    a spin-off, dissolution or liquidation of our business.

Our bylaws also establish the following voting requirements:

 

    the amendment of the restrictions in our bylaws on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock;

 

    a delisting of our shares requires the vote of holders of 95% of our capital stock; and

 

    the amendment of the provisions in our bylaws requiring that a shareholder exceeding our share ownership limits conduct a public sale of his excess shares requires the vote of holders of 85% of our capital stock.

Veto Rights of Holders of Series BB Shares

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the issues listed below will only be valid if approved by a vote of a majority of the Series BB shares:

 

    approval of our financial statements;

 

    liquidation or dissolution;

 

    capital increases or decreases;

 

    declaration and payment of dividends;

 

    amendment to our bylaws;

 

    mergers, spin-offs or share-splits;

 

    grant or amendment of special rights to any series of shares; and

 

    any decision amending or nullifying a resolution validly taken by the board of directors with respect to: (i) appointment of our top-level executive officers; (ii) appointment of the three members of our Operating Committee and of the members of the Audit, Acquisitions and Nominations and Compensation committees to be designated by the directors elected by the holders of the Series BB shares; and (iii) appointment of the members of the Operating Committee whose appointment requires the consent of the directors elected by the holders of the Series BB shares, and decisions of the board of directors that require the affirmative vote of the directors elected by the holders of our Series BB shares.

Dividends and Distributions

At our General Ordinary Shareholders’ Meeting, the board of directors will submit to the shareholders for their approval our audited consolidated financial statements for the preceding fiscal year.

 

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Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8, Financial Information – Dividends.”

At the General Ordinary Shareholders’ Meeting held on April 16, 2013, we declared a dividend of Ps.1.21 billion, or Ps.2.2837 per common share. The first payment for that dividend in the amount of Ps.907.5 million was made on April 25, 2013, and the remaining Ps.302.5 million was paid on November 27, 2013.

At the General Ordinary Shareholders’ Meeting held on April 23, 2014, we declared a dividend of Ps.1.59 billion, or Ps.3.0249 per common share. The first payment for that dividend in the amount of Ps.1.19 billion was made on May 27, 2014, and the remaining Ps.302.5 million was paid on July 4, 2014. In an Extraordinary Shareholders’ Meeting also held on April 23, 2014, our shareholders approved an additional capital distribution of Ps.1.51 billion, or Ps.2.8730 per outstanding share.

At the General Ordinary Shareholders’ Meeting held on April 21, 2015, we declared a dividend of Ps.1.74 billion, or Ps.3.32 per common share. The first payment for that dividend in the amount of Ps.956.5 million was made on August 21, 2015, and the remaining Ps.788.4 million was paid on November 4, 2015. In an Extraordinary Shareholders’ Meeting also held on April 21, 2015, our shareholders approved an additional capital distribution of Ps.1.41 billion, or Ps.2.68 per outstanding share.

Registration

Our shares have been registered with the National Securities Registry, as required under the Securities Market Law and regulations issued by the Mexican National Banking and Securities Commission. If we wish to cancel our registration, or if it is cancelled by the Mexican National Banking and Securities Commission, we will be required to make a public offer to purchase all outstanding shares, prior to such cancellation. Unless the Mexican National Banking and Securities Commission authorizes otherwise, the price of the offer to purchase will be the higher of: (i) the average of the trading price of our shares during the prior thirty trading days (during a period of no more than six months); or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any waiver to the foregoing provisions included in our bylaws requires the prior approval of the Mexican National Banking and Securities Commission and the approval, at an extraordinary shareholders’ meeting, of 95% of our outstanding capital stock.

Shareholder Ownership Restrictions and Antitakeover Protection

Holders of our shares are subject to the following restrictions:

 

    holders of Series B shares, either individually or together with their related parties, may not directly or indirectly own more than 10% of our Series B shares;

 

    although there is no limit on individual holdings of Series BB shares, Series BB shares may represent no more than 15% of our outstanding capital stock;

 

    holders of Series BB shares may also own Series B shares;

 

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    no shareholder may vote more than 10% of our capital stock. Shares in excess of this threshold will be voted in the same manner as the majority of our shares;

 

    the aforementioned limits may not be circumvented by means of any special trust; collective ownership or voting agreement or any other scheme that could confer a higher percentage of share ownership or voting powers; and

 

    foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

A person exceeding the 10% threshold described above with respect to our Series B shares must conduct a public offer of his excess shares.

Any amendment to the ownership restrictions described above requires the vote of shares representing 85% of our capital stock.

Changes in Capital Stock

Increases and reductions of our minimum fixed capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations. Increases or reductions of the variable capital must be approved at an ordinary shareholders’ meeting in compliance with the voting requirements of our bylaws.

Pursuant to Article 53 of the Securities Market Law, we may issue unsubscribed shares that will be kept in treasury, to be subsequently subscribed by the investing public, provided that

 

    an extraordinary shareholders’ meeting approves the maximum amount of the capital increase and the conditions upon which the corresponding placement of shares shall be made,

 

    the subscription of issued shares is made through a public offer following registration in the National Securities Registry and complying with the provisions of the Securities Market Law and other applicable law, and

 

    the amount of the subscribed and paid-in capital of the company is announced when the company makes the authorized capital increase public.

The preferential subscription right provided under Article 132 of the General Law of Commercial Corporations (Ley General de Sociedades Mercantiles) is not applicable to capital increases through public offers.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time, unless: the capital increase is made under the provisions of Article 53 of the Securities Market Law. Said preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Corporations Law, by subscription and payment of the relevant stock within fifteen business days after the date of publication of the corresponding notice to our shareholders in the Mexican Federal Gazette and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the fifteen business day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a shareholders’ meeting taken generally pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon repurchase of our own stock in accordance with the Securities Market Law. See “– Share Repurchases” below.

 

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Share Repurchases

We may choose to acquire our own shares or negotiable instruments representing such shares through the Mexican Stock Exchange on the following terms and conditions:

 

    The acquisition and sale on the Mexican Stock Exchange is made at market price (except when dealing with public offerings or auctions authorized by the National Banking and Securities Commission).

 

    If the acquisition is charged against shareholder’s equity, the shares may be kept by us without the need to make a reduction in our capital stock. Otherwise, if the acquisition is charged against our capital stock, the shares will be converted into unsubscribed shares kept in our treasury, without need for a resolution by our shareholders’ at a shareholders’ meeting.

 

    The company must announce the amount of the subscribed and paid-in capital when the amount of the authorized capital represented by the issued and unsubscribed shares is publicly announced.

 

    The ordinary shareholders’ meeting will expressly determine for each fiscal year the maximum amount of resources that we may use to purchase our own shares or negotiable instruments that represent such shares, with the only limitation that the sum or total of the resources that may be used for such purpose may not exceed, at any time, the total balance of the net profits of the company, including retained profits.

 

    We must be up to date in the payment of obligations under debt instruments issued and registered in the National Securities Registry that we may have issued.

Shares of the company belonging to us may not be represented or voted in shareholders’ meetings, nor may corporate or economic rights of any kind be exercised, nor will the shares be considered as outstanding for the purpose of determining the quorum or voting in shareholders’ meetings.

See “Item 16E, Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

Ownership of Capital Stock by Subsidiaries

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of any employee stock option plan, which may not exceed 25% of our capital stock, or through asset managers (Sociedades de Inversión).

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

 

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Other Provisions

Liabilities of the members of the Board of Directors

As in any other Mexican corporation, and due to the provisions contained in Article 38 of the Securities Market Law, any shareholder or group of shareholders holding at least 5% of our capital stock may directly exercise a civil liability action under Mexican law against the members of the board of directors.

In addition to the foregoing, our bylaws provide that, a member of the board of directors will be liable to us and our shareholders for breaching his or her duties, as provided under articles 29 to 37 of the Securities Market Law.

Our bylaws provide that the members of the board of directors, or the board committees, and the secretary shall be indemnified by us in case of violations of their duty of care (deber de diligencia), as long as they did not act in bad faith, violate their duty of loyalty or commit an illicit act under the Securities Market Law or other applicable law. Additionally, our bylaws provide that we shall indemnify the members of the board of directors and the secretary for any indemnification liability which they may incur as long as they have not acted in bad faith, violated their duty of loyalty or committed an illicit act under the Securities Market Law or other applicable law.

Information to Shareholders

The Securities Market Law establishes that we, acting through our boards of directors, must annually present a report at a shareholders’ meeting that includes the following:

 

    A report prepared by the chairman of our Audit Committee, as required by Article 43 of the Securities Market Law, which must cover, among other things: (i) the performance of our top-level officers; (ii) transactions with related parties; (iii) the compensation packages for our directors and officers; (iv) waivers granted by the board of directors regarding corporate opportunities; (v) the situation of our, and our subsidiaries’ internal controls and internal auditing; (vi) preventive and corrective measures adopted in connection with non-compliance with operational and accounting guidelines; (vii) the performance of our external auditor; (viii) additional services provided by our external auditor and independent experts; (ix) the main results of the review of our and our subsidiaries’ financial statements; and (x) the effects of changes to our accounting policies.

 

    The report prepared by the chief executive officer under article 44, paragraph XI of the Securities Market Law. This report must be accompanied by the report (dictamen) of the external auditor, and should include, among other things: (i) a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects of the company, (ii) a statement of the financial condition of the company at the end of the fiscal year, (iii) a statement regarding the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year, and (iv) the notes which are required to complete or clarify the foregoing information.

 

    The board’s opinion on the contents of the report prepared by the chief executive officer and mentioned in the preceding paragraph.

 

    A report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information.

 

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    A report regarding the operations and activities in which the board participated, as provided under the Securities Market Law.

In addition to the foregoing, our bylaws specify additional information obligations of the board of directors, including that the board of directors should also prepare the information referred to in Article 172 of the General Law on Business Entities with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

Duration

The duration of our corporate existence has been set at 100 years, expiring in 2098.

Shareholders’ Conflict of Interest

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting thereon at the relevant shareholders’ meeting. A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.

Directors’ Conflict of Interest

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction. Any director who violates such provision will be liable to us for any resulting damages or losses. Additionally, under our bylaws, certain conflicts of interest will have the effect of disqualifying a person from serving on our board of directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the SCT under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits. See “Item 4, Information on the Company – Regulatory Framework – Sources of Mexican Regulation” and “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – Scope of Concessions” and “Item 4, Information on the Company – Regulatory Framework – Mexican Airport Concessions – General Obligations of Concession Holders.”

We are a party to a participation agreement with AMP and the SCT which establishes the framework for several other agreements to which we are a party. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

We have entered into a Technical Assistance Agreement with AMP providing for management and consulting services. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

EXCHANGE CONTROLS

Mexico has had a free market for foreign exchange since 1991, and the government has allowed the peso to float freely against the U.S. dollar since December 1994.

TAXATION

The following summary contains a description of the material U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a

 

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beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold or dispose of our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as entities treated as a partnership for U.S. federal income tax purposes or a partner in such partnership, dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding voting shares, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax or net investment income tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and investors holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes. In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder.

The summary is based upon the federal income tax laws of the United States of America (hereinafter “United States”) and the United Mexican States (hereinafter “Mexico”) as in effect on the date of this annual report on Form 20-F, including the provisions of The Convention between the Government of the United States of America and the Government of the United Mexican States for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income, together with a related Protocols and Competent Authority Agreements, (hereinafter “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico for federal tax purposes and that does not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.

For purposes of Mexican taxation, the definition of residency is highly technical and residency results in several situations. Generally, an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it has its place of effective management or center of interests in Mexico. An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest. However, any determination of residence should take into account the particular situation of each person or legal entity. If a legal entity or an individual is deemed to have a permanent establishment in Mexico for Mexican tax purposes, all income attributable to that permanent establishment will be subject to Mexican income taxes, in accordance with applicable tax laws.

This summary does not address all of the Mexican tax consequences that may be applicable to specific holders of the shares or ADSs (including a holder that controls the Company, an investor that holds 10% or more of the shares or ADSs or holders that constitute a group of persons for purposes of Mexican law that controls the Company or that holds 10% or more of the shares or ADSs, or a holder that is a resident of Mexico or that is a corporation resident in a tax haven (as defined in the Mexican Income Tax Law)). It also does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. In particular, this summary does not describe any tax consequences arising under the laws of any state, locality, municipality or taxing jurisdiction other than certain federal laws of Mexico.

 

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In general, for U.S. federal income tax purposes, holders of ADSs are treated as the beneficial owners of the Series B shares represented by those ADSs. Accordingly, deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Taxation of Dividends

Mexican Tax Considerations

Under the Mexican Income Tax Law, dividends paid to Mexican individuals or any foreign residents are subject to a 10% withholding tax if paid from earnings generated during and after 2014, but are not subject to Mexican withholding tax if paid from earnings generated before 2014. Non-Mexican holders may be subject to withholding tax at reduced rates if they are eligible for benefits under an applicable tax treaty with Mexico.

There is a tax incentive for Mexican individuals to claim a credit for dividends generated in 2014, 2015 and 2016 that are reinvested in our Company. This credit applies as follows: (i) if the dividends are paid in 2017, a net 9% tax would be withheld (comprising the 10% withholding tax less a 1% credit), such that 10% of the 10% withholding tax would be credited under the incentive; (ii) if the dividends are paid in 2018, a net 8% tax would be withheld (comprising the 10% withholding tax less a 2% credit), such that 20% of the 10% withholding tax would be credited under the incentive; or (iii) if the dividends are paid in 2019 or thereafter, a net 5% tax would be withheld (comprising the 10% withholding tax less a 5% credit), such that 50% of the 10% withholding tax would be credited under the incentive.

U.S. Federal Income Tax Considerations

The gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally are includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and are not eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). To the extent that a distribution exceeds our current and accumulated earnings and profits, it is treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. Distributions, which are made in pesos, are includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date they are received by the depositary whether or not they are converted into U.S. dollars on the date of receipt. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions. Any gain or loss on a subsequent conversion or other disposition of the pesos generally will be treated as ordinary income or loss to such U.S. holder and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.

Subject to certain exceptions for short-term and hedged positions, so long as certain holding period and other requirements are met, the U.S. dollar amount of dividends received by certain non-corporate U.S. holders with respect to the Series B shares or ADSs will be subject to taxation at preferential rates if the dividends are “qualified dividends.” Dividends paid on the ADSs will be treated as qualified dividends if: (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service (“IRS”) has approved for the purpose of the qualified dividend rules; and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (PFIC). The Tax Treaty has been approved for the purposes of the qualified dividend rule. In addition, based on our audited consolidated financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2013 or 2014 taxable years. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2015 taxable year.

 

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Subject to certain exceptions for short-term and hedged positions, Mexican withholding tax imposed on distributions with respect to Series B shares or ADSs will generally give rise to a foreign tax credit or deduction against U.S. federal income tax liability. For purposes of applying the foreign tax credit limitation, dividend distributions generally constitute foreign-source, passive category income (or in the case of certain U.S. holders, general category income). The use of foreign tax credits is subject to complex rules and limitations. U.S. holders are urged to consult their tax adviser whether, and to what extent, a foreign tax credit will be available in light of their particular circumstances.

Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Subject to applicable tax treaties, any gain on the sale of our Series B shares or ADSs by any holder is subject to a 10% withholding tax in Mexico on the net gain from the sale if the transaction is carried out through the Mexican Stock Exchange or other approved securities markets (including the NYSE), while gains from a sale in other circumstances will give rise to a 25% Mexican withholding tax on the gross proceeds realized from the sale. Alternatively, a non-Mexican holder may, subject to certain requirements, elect to pay taxes on the gains realized from the sale of ADSs or Series B shares on a net basis at a rate of 35.0%.

However, a U.S. holder that demonstrates its eligibility for benefits under the Tax Treaty will generally be exempt from Mexican tax on gains or gross proceeds from the sale or other disposition of the Series B shares or ADSs, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including ADSs) within the twelve-month period preceding such sale or other disposition. Gains and gross proceeds realized by other non-Mexican holders that are eligible to receive benefits pursuant to other income tax treaties to which Mexico is a party may be exempt from Mexican income tax on a sale or disposition of the Series B shares or ADSs in whole or in part. Such other non-Mexican holders should consult their own tax advisors as to their possible eligibility under an applicable treaty. A U.S. holder may be required to comply with certain requirements, including, among others, certifying or documenting its tax residence or filing certain information with the Mexican tax authority, in order to qualify for benefits under the Tax Treaty.

U.S. Federal Income Tax Considerations

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder will generally recognize gain or loss in an amount equal to the difference between the amount realized for the shares and such U.S. holder’s tax basis in the Series B shares or ADSs (in U.S. dollars). Such gain or loss will generally be capital gain or loss. Gain or loss recognized by a U.S. holder on such sale or other disposition generally is treated as long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs had been held for more than one year. Long-term capital gain recognized by a non-corporate U.S. holder is taxable at reduced rates. The deduction of a capital loss is subject to limitations. A U.S. holder that receives non-U.S. currency from a sale or other disposition of the Series B shares or ADSs generally will recognize an amount equal to the U.S. dollar value of such non-U.S. currency on the date the shares are disposed of. A cash basis or electing accrual basis taxpayer will determine the U.S. dollar value of the amount realized by translating such amount at the spot rate on the settlement date of the sale. If an accrual basis U.S. holder makes the election described above, it must be applied consistently from year to year and cannot be revoked without the consent of the IRS. A U.S. holder will have a tax basis in any non-U.S. currency received in respect of the sale or other disposition of its Series B shares or ADSs equal to its U.S. dollar value calculated at the exchange rate in effect on the date of such sale or other disposition (or in the case of a cash basis or electing accrual basis taxpayer the exchange rate in effect on the date of the receipt).

 

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Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares or ADSs, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares or ADSs.

Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value-added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances causes a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

Dividends on, and proceeds from the sale or other disposition of, the shares or ADSs paid to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder:

 

    establishes that it is a corporation or other exempt holder; or

 

    Provides an accurate taxpayer identification number on a properly completed Internal Revenue Service Form W-9 and certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules.

The amount of any backup withholding from a payment to a holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is furnished to the Internal Revenue Service.

DOCUMENTS ON DISPLAY

We file reports, including annual reports on Form 20-F, and other information electronically with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make are also available to the public over the Internet at the SEC’s website at www.sec.gov and at our website at http://www.aeropuertosgap.com.mx/. (This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this annual report).

 

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

See Note 4 to our audited consolidated financial statements for disclosure about market risk.

 

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Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the Mexican peso relative to the U.S. dollar. Historically, a significant portion of the revenues generated by our Mexican airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar but collected in pesos based on the average exchange rate for the prior month. In 2013, 2014 and 2015, approximately 26.2%, 27.9% and 29.7%, respectively, of our total revenues were derived from passenger charges for international passengers (in 2013, 2014 and 2015, 28.6%, 29.4% and 33.1%, respectively, of the sum of our aeronautical and non-aeronautical revenues were derived from passenger charges for international passengers). Substantially all of our other revenues are denominated in pesos. We estimate that substantially all of our consolidated costs and expenses are denominated in pesos (other than the technical assistance fee, to the extent paid based on the fixed minimum annual payment). Based upon a 17.7% annual depreciation of the peso compared to the U.S. dollar as of December 31, 2015, we estimate that our passenger charge revenues from international passengers would have increased by Ps.425.6 million if such depreciation had not taken place.

As of December 31, 2013, 15.9% of our cash and marketable securities were denominated in U.S. dollars. As of December 31, 2014, no cash and marketable securities were denominated in U.S. dollars. As of December 31, 2015, 4.6% of our cash and marketable securities were denominated in U.S. dollars and 1.3% were denominated in euros

At December 31, 2013 and 2014 we did not have any relevant foreign currency indebtedness. In 2015, we obtained U.S.$191.0 million in loans with which we financed 100% of the acquisition of DCA. Future decreases in the value of the peso relative to the U.S. dollar will increase the cost in pesos of servicing such indebtedness.

At December 31, 2013, 2014 and 2015, we did not have any outstanding forward foreign exchange contracts.

Interest Rate Risk

In the recent past, we have funded the majority of our capital expenditures with bank loans. However, due to a strategic shift, we now expect to fund the most significant portion of our capital investments through debt issuances on the Mexican capital markets. In line with our past strategy, we entered into bank loans bearing both fixed and variable interest rates. Our fixed-rate debt established a fixed interest rate of 7.08%, and the unpaid balance as of December 31, 2015 was Ps.1.5 billion. In 2009, we entered into bank loans bearing variable interest rates, which exposed us to interest rate risk. The primary interest rate risk exposure results from changes in the relevant base rates (the banks charge interest at a rate based on the TIIE plus 3.5%). In order to hedge against such interest rate risk, in December 2009, we entered into a cash flow hedge with Banamex for a nominal amount of Ps.372.2 million, which sets a ceiling of 7% on the TIIE, resulting in a maximum interest rate of 10.5%. The fair market value of this instrument as of December 31, 2013 was Ps.0.3 million. This instrument would be in effect from December 2012 until January 2017; however, we made a Ps.61.6 million prepayment of the loan in December 2013, and in February 2014, we prepaid the remaining balance of Ps.217.6 million. With these payments these loans were paid in full, and as a result, the cash flow hedge will be terminated. In 2011, we entered into bank loans with HSBC and Banamex bearing variable interest rates, which expose us to interest rate risk. The primary interest rate risk exposure results from changes in the relevant base rates. HSBC charges interest at a rate based on the TIIE plus 1.65%. Banamex charges interest base on the TIIE plus 1.35% for the 2011 disbursements and 1.43% for 2012 disbursements. In August and November 2012, we entered into bank loans with BBVA Bancomer with an interest rate based on the TIIE plus 120 basis points. On April 10, 2013, we entered into bank loans with BBVA Bancomer with an interest rate based on the TIIE plus 133 basis points. On November 28, 2014, we opened a revolving credit line with Scotiabank for a total of Ps.1, 741.0 million in order to pre-pay

 

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prior bank loans entered into with other banking institutions. Credit taken under this line bears interest at the variable TIIE rate plus 0.57%, with a single payment of the principal 180 days after the disbursement and monthly interest payments. On February 20, 2015, we issued Ps.2.6 billion in long-term debt securities with which we repaid all remaining bank debt. On January 29, 2016, we reopened the GAP 15 long-term debt securities and issued a total of Ps.1.1 billion in additional debt securities on the Mexican debt capital markets, which was allocated to finance capital investments set forth in the Master Development Program for 2016. We had approximately Ps.4.9 billion in variable-rate debt at December 31, 2015. For more information regarding our funding and liquidity strategies, see “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”

As of December 31, 2015, we paid Ps.46.3 million of interest expense under variable interest rate loans, with an average TIIE rate of 3.3% plus basis points contracted as corresponding, and Ps.23.4 million of interest expense with an average LIBOR rate of 0.2% plus basis points contracted as corresponding. Based upon a 100 basis points increase of the TIIE rate, we estimate that our interest expense would have increased by Ps.40.4 million.

 

Item 12. Description of Securities Other Than Equity Securities

Not applicable.

 

Item 12A. Debt Securities

Not applicable.

 

Item 12B. Warrants and Rights

Not applicable.

 

Item 12C. Other Securities

Not applicable.

 

Item 12D. American Depositary Shares

The Bank of New York Mellon serves as the depositary for our ADSs. ADS holders are required to pay various fees to the depositary.

The following is a summary of the fees payable by holders of our ADRs. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.

 

Service

      

Fee or Charge Amount

  

Payee

Execution and delivery of ADRs     

U.S.$ 5.00 (or less) per 100 ADSs

(or portion of 100 ADSs)

   Bank of New York Mellon
Surrender of ADRs     

U.S.$ 5.00 (or less) per 100 ADSs

(or portion of 100 ADSs)

   Bank of New York Mellon
Any cash distribution to ADR registered holders      U.S.$ 0.02 (or less) per ADS    Bank of New York Mellon
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holders      A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs    Bank of New York Mellon
Registration of transfers of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares      Registration or transfer fees    Bank of New York Mellon

 

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Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)      Expenses of the depositary    Bank of New York Mellon
Converting foreign currency to U.S. dollars      Expenses of the depositary    Bank of New York Mellon
Taxes and other governmental charges the Bank of New York Mellon or the custodian has to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes      As necessary    Bank of New York Mellon
Other fees, as necessary      Any charges incurred by Bank of New York Mellon or its agents for servicing the deposited securities    Bank of New York Mellon

The depositary of our ADSs, The Bank of New York Mellon, collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.

Reimbursements by the Depositary

The Bank of New York Mellon, as depositary of our ADSs, pays us an agreed amount, which includes expenses related to the administration and maintenance of the ADS facility including, but not limited to, investor relations expenses, the annual New York Stock Exchange listing fees (as invoiced in the reimbursement request to the depositary) or any other program related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. In 2013, we received U.S.$174.5 thousand in reimbursements for expenses from 2012 from the depositary. On January 31, 2014, we received U.S.$286.8 thousand in reimbursements for expenses from 2013 from the depositary. On September 1, 2015, we received U.S.$146.0 thousand in reimbursements for expenses from 2014 from the depositary.

 

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PART II

 

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

 

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

Not applicable.

 

Item 15. Controls and Procedures

a) Disclosure Controls and Procedures

We have evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of December 31, 2015.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with international financial reporting standards. Our internal control over financial reporting includes those policies and procedures that:

(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with international financial reporting standards, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate. Under the supervision of our Chief Executive

 

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Officer and Chief Financial Officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2015. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control — Integrated Framework (2013).

Based on our assessment and those criteria, our management has concluded that our company maintained effective internal control over financial reporting as of December 31, 2015.

Our independent registered public accounting firm, Galaz, Yamazaki, Ruíz Urquiza, S.C. (member of Deloitte Touche Tohmatsu Limited), has issued an attestation report on the effectiveness of our internal control over financial reporting.

c) Report of Independent Registered Public Accounting Firm on Internal Controls

We have audited the internal control over financial reporting of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2015 of the Company and our report dated February 24, 2016 expressed an unqualified opinion on those financial statements and includes an explanatory paragraph regarding the translation of the Company’s consolidated financial statements into English.

Galaz, Yamazaki, Ruíz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ SALVADOR ARTURO SÁNCHEZ BARRAGÁN

C.P.C. Salvador Arturo Sánchez Barragán

Guadalajara, Jalisco, Mexico

February 24, 2016

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16. Reserved

 

Item 16A. Audit Committee Financial Expert

Carlos Cárdenas Guzmán, an independent director under NYSE listing standards, joined our board of directors and our Audit Committee in 2011, and we believe that he is qualified to serve as our “audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities and Exchange Act of 1934. Our board of directors appointed Mr. Cárdenas as President of the Audit Committee and also as the financial expert of that Committee. For a discussion of Mr. Cárdenas qualifications, see “Item 6, Directors, Senior Management and Employees – Directors.”

 

Item 16B. Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our chief executive officer, chief financial officer, chief accounting officer and personnel performing similar functions as well as to our other officers and employees. Our code of ethics is an exhibit to this annual report on Form 20-F and is available on our website at www.aeropuertosgap.com.mx. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address. The information found on our website, other than as specifically incorporated by reference into this annual report on Form 20-F, is not part of this annual report on Form 20-F.

 

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Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruíz Urquiza, S.C. (a member of Deloitte Touche Tohmatsu Limited), during the fiscal years ended December 31, 2013, 2014 and 2015:

 

     Year ended December 31,  
     2013      2014      2015  
     (thousands of pesos)  

Audit fees

   Ps. 6,079       Ps. 6,625      Ps. 6,941   

Audit-related fees

     2,945         3,166         3,252   

Tax fees

     67         —           —     

Other fees

     1,287         1,501         2,237   
  

 

 

    

 

 

    

 

 

 

Total fees

   Ps. 10,378       Ps. 11,292       Ps. 12,430   
  

 

 

    

 

 

    

 

 

 

Audit fees in the above table are the aggregate fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. in connection with the audit of our annual consolidated financial statements, the audit of the financial statements of certain subsidiaries and other statutory audit reports.

Audit-related fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for services related to the Sarbanes-Oxley Act of 2002 and other audit related-services.

Tax fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for a monthly review of our tax calculations and for services related to tax refund claims.

Other fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for transfer pricing services and other services contracts.

Audit Committee Pre-Approval Policies and Procedures

Our audit committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our audit committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

 

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

Not applicable.

 

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

The tables below set forth, for the periods indicated, the total number of shares purchased by us or on our behalf, or by or on behalf of an “affiliated purchaser,” the average price paid per share, the total number of shares purchased as a part of a publicly announced repurchase plan or program and the maximum number (or approximate U.S. dollar value) of shares that may yet be purchased under our plans and programs.

Shares Repurchased Pursuant to the Share Repurchase Program

 

2015

   (a) Total number of
shares purchased(1) (2)
     (b) Average price paid
per share in Pesos
     (c) Total number of
shares purchased as
part of publicly
announced plans or
programs(3)
     (d) Approximate
dollar value that
may yet be
purchased under the
plans or programs
(in million)
 

January 1-31

     —           —           —           —     

February 1-28

     —           —           —           —     

March 1-31

     —           —           —           —     

April 1-30

     —           —           —           —     

May 1-31

     —           —           —           —     

June 1-30

     —           —           —           —     

July 1-31

     —           —           —           —     

August 1-31

     —           —           —           —     

September 1-30

     —           —           —           —     

October 1-31

     —           —           —           —     

November 1-30

     —           —           —           —     

December 1-31

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

2015 Total

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) We do not repurchase our shares other than through the share repurchase program. Shares repurchased, if any, were purchased in open-market transactions.
(2) During 2015, AMP did not buy any of our shares.
(3) We periodically repurchase our shares on the open market using funds authorized by our shareholders specifically for the repurchase of our shares by us at our discretion. At the General Ordinary Shareholders’ Meeting held on April 16, 2013, a stock buy-back program was approved under the Mexican Securities Law for a maximum amount of Ps.640 million for the twelve months following April 24, 2013. At the General Ordinary Shareholders’ Meeting held on April 23, 2014, a stock buy-back program was approved under the Mexican Securities Law for a maximum amount of Ps.400 million for the twelve months following April 23, 2014. At the General Ordinary Shareholders’ Meeting held on April 21, 2015, a stock buy-back program was approved under the Mexican Securities Law for a maximum amount of Ps.850 million for the twelve months following April 21, 2015.

As of December 31, 2013, 2014 and 2015, there was a total balance of 34,406,892, 35,424,453 and 35,424,453 repurchased shares, respectively, on our Consolidated Statements of Financial Position.

 

Item 16F. Change in Registrant’s Certifying Accountant.

Not applicable.

 

Item 16G. Corporate Governance

Pursuant to Section 303A.11 of the Listed Company Manual of the New York Stock Exchange, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Securities Market Law and the regulations issued by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). We also generally

 

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comply on a voluntary basis with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas), which was created in January 2001 by a group of Mexican business leaders and was endorsed by the Mexican Banking and Securities Commission. On an annual basis, we file a report with the Mexican Banking and Securities Commission and the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.

The table below discloses the significant differences between our corporate governance practices and the NYSE standards:

 

NYSE Standards for

Domestic Listed Companies(1)

  

Our Corporate Governance Practices

Director Independence.   

§303A.01 specifies that listed companies must have a majority of independent directors.

 

To qualify as independent, a director must satisfy the criteria set forth in §303A.02. In particular, a director is not independent if such director is:

 

(i) not a person who the board affirmatively determines has no material direct or indirect relationship with the company, its parent or a consolidated subsidiary;

 

(ii) an employee, or an immediate family member of an executive officer, of the company, its parent or a consolidated subsidiary, other than employment as interim chair or CEO;

 

(iii) a person who receives, or whose immediate family member receives, more than $120,000 during any twelve-month period within the last three years in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services only (and other than compensation for service as interim chair or CEO or received by an immediate family member for service as a non-executive employee);

 

(iv) a person who is affiliated with or employed, or whose immediate family member is affiliated with or employed in a professional capacity, by a present or former internal or external auditor of the company, its parent or a consolidated subsidiary;

 

(v) an executive officer, or an immediate family member of an executive officer, of another company whose compensation committee’s membership includes an executive officer of the listed company, its parent or a consolidated subsidiary; or

  

Pursuant to the Securities Market Law and Article 15 of our bylaws, at least 25% of the members of our board of directors must be independent. Determinations regarding independence must be made by our shareholders applying the provisions of the Securities Market Law and our bylaws (which incorporate Section 10A-3 of the Exchange Act).

 

The determination of independence under the Securities Market Law differs in certain respect from the provisions of §303A.02. Under Article 26 of the Securities Market Law, a director is not independent if such director is:

 

(i) an employee or officer of the company or of another company that is a member of the same corporate group (consorcio o grupo empresarial) as the company (or a person who has been so within the prior year);

 

(ii) a person that, without being an employee or officer of the company, has influence or authority over the company or its officers, or over another company that is a member of the same corporate group as the company;

 

(iii) an important client, supplier, debtor or creditor (or a partner, director or employee thereof). A client or supplier is considered important if its sales to or purchases from the company represent more than 10% of its total sales or purchases within the prior year. A debtor or creditor is considered important if the aggregate amount of the relevant loan represents more than 15% of its or the company’s aggregate assets;

 

(iv) a shareholder that is a part of the control group of the company; or

 

(v) a family member, spouse or concubine of any of the persons mentioned in (i) through (iv) above.

 

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(vi) an executive officer or employee of a company, or an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (charities are not included, but any such payments must be disclosed in the company’s proxy (or, if no proxy is prepared, its Form 10-K / annual report)).

 

   Currently, our board of directors consists of eleven directors. Seven of such directors have been qualified as independent by our shareholders in accordance with the Securities Market Law and our bylaws.

Executive Sessions.

 

  
§303A.03 specifies that non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.   

Mexican law, our bylaws and the Mexican Code of Best Corporate Practices, which we adhere to, do not provide for non-management executive sessions. None of our managers are members of either our board of directors or our other committees, except that our chief executive officer is the chair of our Operating Committee, as provided for in Article 27 of our bylaws.

 

Committees for Director Nominations and Compensation and for Corporate Governance.

 

§303A.04 (a) specifies that listed companies must have a nominating/corporate governance committee composed entirely of independent directors.

 

§303A.05 (a) specifies that listed companies must have a compensation committee composed entirely of independent directors.

  

We have a “Nominations and Compensation Committee.” We also have an Audit Committee, which, pursuant to Article 31 of our bylaws, has been assigned certain corporate governance (prácticas societarias) oversight obligations mandated by the Securities Market Law. Under Mexican corporate law, a corporation’s “board committees,” except for audit and corporate governance committees, need not be composed only of members of the corporation’s board of directors. Article 28 of our bylaws provides that at least a majority of the members of our Nominations and Compensation Committee must be members of our board of directors. No express independence requirements apply to this committee. Currently, the committee consists of 2 members, both of whom are members of our board of directors, and one of whom is independent as defined under the Securities Market Law and Section 10A-3 of the Exchange Act.

 

See above for a description of the composition of our Audit Committee.

 

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Audit Committee.   

 

§303A.06 specifies that listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.

 

§303A.07 specifies other requirements for audit committees, including a minimum of three members who satisfy the independence requirements of Section 3003A.02.

  

 

Foreign private issuers, such as us, are subject to §303A.06 and thus must comply with Rule 10A-3. We are in compliance with Rule 10A-3 and, as such, our Audit Committee consists entirely of members of our board of directors who meet the independence requirements prescribed in that rule. (The Securities Market Law likewise contains a requirement that our Audit Committee be entirely independent.)

 

We are not subject to §303A.07. As such, our Audit Committee charter (contained in Article 32 of our bylaws) does not make provision for every one of the specific duties required by §303A.07.

 

Corporate Governance Guidelines.

  

 

§303A.09 specifies that listed companies must adopt and disclose corporate governance guidelines.

  

 

Mexican law does not require us to disclose corporate governance guidelines and we have not done so. However, pursuant to the Securities Market Law, we have adopted board guidelines covering corporate governance matters such as the use of corporate assets, certain transactions with related parties (including loans to officers), repurchases of shares, communications with shareholders, managers and directors, and other matters.

 

Code of Ethics.

  

 

§303A.10 specifies that corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers.

  

 

We have adopted a code of ethics, which has been accepted by all of our directors and executive officers and other personnel. A copy of our code of ethics is available on our website: www.aeropuertosgap.com.mx.

 

Equity Compensation Plans.

  

 

§303A.08 & 312.03 specify that equity compensation plans require shareholder approval, subject to limited exemptions.

  

 

Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. No equity-compensation plans have been approved by our shareholders.

 

Shareholder Approval for Issuance of Securities.

  

 

§§312.03(b)-(d) specify that issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will

  

 

Mexican law and our bylaws require us to obtain shareholder approval of the issuance of new equity securities.

 

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increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval.   
Conflicts of Interest.   

 

§314.00 specifies that the determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight.

 

§312.03(b) specifies that certain issuances of common stock to a related party require shareholder approval.

  

 

Pursuant to Mexican law, our bylaws and applicable internal guidelines, provided that the corporate practices committee of our board of directors has opined favorably, our board of directors must vote on whether or not to grant approval of certain transactions with a related party that (i) are outside the ordinary course of our business; or (ii) are at non-market prices. A director with an interest in the transaction is not permitted to vote on its approval.

Solicitation of Proxies.   

 

§§402.01 & 402.04 specifies that the solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE.

  

 

We are not required to distribute proxy materials to, or solicit the return of proxies from, our shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote through a representative using a power of attorney. Under the new Mexican Securities Market Law, we have to make power of attorney forms available to shareholders at their request. Under the deposit agreements relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to vote at the shareholders’ meeting through the depositary.

 

(1) Reference to sections are references to sections of the New York Stock Exchange Listed Company Manual. Pursuant to Section 303A.00, foreign private issuers, such as us, are exempt from the corporate governance standards of the exchange, with certain exceptions.

 

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PART III

 

Item 17. Financial Statements

The Registrant has responded to Item 18 in lieu of this Item.

 

Item 18. Financial Statements

See our consolidated financial statements beginning on page F-1, incorporated herein by reference. The following is an index to the financial statements:

Consolidated Financial Statements for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

 

     Page  

Report of Independent Registered Public Accounting Firm

     F-1   

Consolidated Statements of Financial Position as of December 31, 2015, 2014 and 2013

     F-3   

Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013

     F-5   

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013

     F-7   

Consolidated Statements of Cash Flows for the Years Ended December 31, 2015, 2014 and 2013

     F-8   

Notes to Consolidated Financial Statements

     F-10   

 

Item 19. Exhibits

Documents filed as exhibits to this annual report:

 

Exhibit No.

  

Description

1.1    An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of the Company.*
2.1    Deposit Agreement among the Company, The Bank of New York Mellon (formerly The Bank of New York) and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
3.1    Trust Agreement among the Company, AMP and Bancomext, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.1    Amended and Restated Guadalajara Airport Concession Agreement and annexes thereto, together with an English translation and a schedule highlighting the differences between this concession and the Company’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).

 

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  4.2    Participation Agreement and Amendment No. 1 thereto among the Registrant, the Mexican Federal Government through the SCT, Nacional Financiera, S.N.C., the Company, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., Grupo Empresarial Ángeles, S.A. de C.V., Bancomext and the ASA, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
  4.3    Technical Assistance and Technology Transfer Agreement among the Registrant, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., and Grupo Empresarial Ángeles, S.A. de C.V., together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
  4.4    Professional Services Agreement between Aeropuerto de Guadalajara, S.A. de C.V. and AENA Desarrollo Internacional, S.A. dated as of August 4, 2008 (English translation) and a schedule highlighting the differences between this agreement and similar agreements with the Company’s other airport operating subsidiaries (incorporated by reference to our Form 20-F filed on June 29, 2010).
  8.1    List of subsidiaries of the Company.*
11.1    Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2005, filed on May 10, 2007).
12.1    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
12.2    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
13.1    Certifications of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

* Filed herewith.

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities or results in an incurrence of debt in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

 

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SIGNATURES

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

 

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
By:  

/s/ SAÚL VILLARREAL GARCÍA

Name:   Saúl Villarreal García
Title:   Chief Financial Officer

Dated: April 20, 2016


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Grupo Aeroportuario del Pacífico,

S.A.B. de C.V. and Subsidiaries

 

Consolidated Financial Statements as of December 31, 2015 and 2014 and for the Years Ended December 31, 2015, 2014 and 2013 and Report of Independent Registered Public Accounting Firm Dated February 24, 2016

  

 

 


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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Report of Independent Registered Public Accounting Firm and 2015, 2014 and 2013 Consolidated Financial Statements

 

Table of Contents    Page  

Report of Independent Registered Public Accounting Firm

     F-1   

Consolidated Statements of Financial Position as of December  31, 2015, 2014 and 2013

     F-3   
Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2015, 2014 and 2013      F-5   

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2015, 2014 and 2013

     F-7   

Consolidated Statements of Cash Flows for the Years Ended December  31, 2015, 2014 and 2013

     F-8   

Notes to Consolidated Financial Statements

     F-10   

 

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Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

We have audited the accompanying consolidated financial statements of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”), which comprise the consolidated statements of financial position as of December 31, 2015, 2014 and 2013 and the consolidated statements of profit or loss and other comprehensive income, changes in stockholders’ equity and of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

F-1


Table of Contents

Opinion

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries as of December 31, 2015, 2014 and 2013, and their results of operations, changes in shareholders’ equity and cash flows for the years then ended, in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

The accompanying consolidated financial statements have been translated into English solely for the convenience of readers.

Galaz, Yamazaki, Ruiz Urquiza, S. C.

Member of Deloitte Touche Tohmatsu Limited

/s/ SALVADOR ARTURO SÁNCHEZ BARRAGÁN

C.P.C. Salvador Arturo Sánchez Barragán

Guadalajara, Jalisco, Mexico

February 24, 2016

 

F-2


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos)

Assets

 

     December 31, 2015      December 31, 2014      December 31, 2013  

Current assets:

        

Cash and cash equivalents (Note 6)

   Ps.  2,996,499       Ps.  1,595,502       Ps.  2,168,187   

Financial investments held for trading purposes

     —           —           410,433   

Trade accounts receivable – net (Note 7)

     159,196         337,581         207,515   

Recoverable taxes and undue payments (Note 13.b)

     175,578         124,616         82,846   

Other current assets

     55,410         4,872         3,106   
  

 

 

    

 

 

    

 

 

 

Total current assets

     3,386,683         2,062,571         2,872,087   

Advanced payments to suppliers

     253,491         30,288         82,843   

Machinery, equipment and improvements on leased assets – net (Note 8)

     1,555,593         812,653         873,541   

Improvements to concession assets – net (Note 9)

     7,294,318         5,148,431         5,002,667   

Airport concessions – net (Note 10)

     12,240,167         9,611,296         9,895,346   

Rights to use airport facilities – net (Note 11)

     1,100,394         1,157,093         1,213,792   

Other acquired rights – net (Note 12)

     548,387         565,084         581,781   

Deferred income taxes – net (Note 13.e)

     4,933,221         4,851,164         4,673,687   

Investments in associates (Note 14)

     92,232         —           —     

Other assets – net

     68,913         47,627         38,856   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  31,473,399       Ps.  24,286,207       Ps.  25,234,600   
  

 

 

    

 

 

    

 

 

 

 

(Continued)

 

F-3


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos)

Liabilities and Stockholders’ Equity

 

     December 31, 2015     December 31, 2014     December 31, 2013  

Current liabilities:

      

Banks loans and current portion of long-term borrowings (Note 16.a)

   Ps.  3,529,102      Ps.  978,538      Ps.  637,577   

Concession taxes payable

     117,802        38,704        36,335   

Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (Note 31)

     149,637        124,957        102,394   

Accounts payable (Note 15)

     637,246        300,642        316,233   

Taxes payable

     26,982        41,211        23,765   

Income taxes payable (Note 13)

     197,541        98,174        95,850   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     4,658,310        1,582,226        1,212,154   
  

 

 

   

 

 

   

 

 

 

Deposits received in guarantee (Note 5)

     725,437        597,139        522,204   

Deferred income taxes (Note 13.e)

     818,879        —          —     

Employee benefits (Note 17)

     93,367        80,015        70,632   

Long-term borrowings (Note 16.a)

     421,363        740,936        1,216,899   

Debt securities (Nota 16.b)

     2,600,000        —          —     
  

 

 

   

 

 

   

 

 

 

Total long-term liabilities

     4,659,046        1,418,090        1,809,735   
  

 

 

   

 

 

   

 

 

 

Total liabilities

     9,317,356        3,000,316        3,021,889   
  

 

 

   

 

 

   

 

 

 

Stockholders’ equity (Note 18):

      

Common stock

     12,528,780        13,937,322        15,447,322   

Repurchased shares

     (1,733,374     (1,733,374     (1,664,034

Legal reserve

     840,743        735,491        635,914   

Reserve for repurchase of shares

     2,583,374        2,133,374        2,027,302   

Retained earnings

     6,638,935        6,213,078        5,766,207   

Foreign currency translation reserve

     415,493        —          —     
  

 

 

   

 

 

   

 

 

 

Total controlling interest

     21,273,951        21,285,891        22,212,711   

Non-controlling interest (Nota 19)

     882,092        —          —     
  

 

 

   

 

 

   

 

 

 

Total stockholder´s equity

     22,156,043        21,285,891        22,212,711   
  

 

 

   

 

 

   

 

 

 

Total

   Ps.  31,473,399      Ps.  24,286,207      Ps.  25,234,600   
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

 

(Concluded)

 

F-4


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Profit or Loss and Other Comprehensive Income

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos, except per share amounts)

 

     2015     2014     2013  

Revenues (Note 20):

      

Aeronautical services

   Ps.  5,419,022      Ps.  3,925,736      Ps.  3,616,616   

Non-aeronautical services

     1,849,252        1,338,542        1,170,492   

Improvements to concession assets

     838,635        281,874        440,728   
  

 

 

   

 

 

   

 

 

 
     8,106,909        5,546,152        5,227,836   
  

 

 

   

 

 

   

 

 

 

Operating costs:

      

Cost of services (Note 21)

     1,558,258        1,161,588        1,128,951   

Technical assistance fees (Note 31)

     236,507        194,228        171,470   

Concession taxes (Note 1.a)

     483,086        261,577        237,728   

Depreciation and amortization (Note 22)

     1,156,435        925,220        883,235   

Cost of improvements to concession assets (Note 24)

     838,635        281,874        440,728   

Other income – net (Note 25)

     (254,612     (43,424     (7,453
  

 

 

   

 

 

   

 

 

 
     4,018,309        2,781,063        2,854,659   
  

 

 

   

 

 

   

 

 

 

Income from operations

     4,088,600        2,765,089        2,373,177   
  

 

 

   

 

 

   

 

 

 

Finance cost – net (Note 26):

      

Interest income

     90,889        71,376        124,223   

Interest expense

     (209,304     (86,601     (179,145

Exchange (loss) gain – net

     (338,395     7,235        3,763   
  

 

 

   

 

 

   

 

 

 
     (456,810     (7,990     (51,159
  

 

 

   

 

 

   

 

 

 

Share of loss of associate (Nota 14)

     (13,704     —          —     
  

 

 

   

 

 

   

 

 

 

Income before income taxes

     3,618,086        2,757,099        2,322,018   

Income tax expense (Note 13.c):

      

Current

     1,030,026        760,508        653,565   

Deferred

     (182,717     (245,929     (577,777
  

 

 

   

 

 

   

 

 

 
     847,309        514,579        75,788   
  

 

 

   

 

 

   

 

 

 

Profit for the year

     2,770,777        2,242,520        2,246,230   

Other comprehensive income:

      

Exchange differences on translating foreign operations

     482,394        —          —     
  

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

   Ps.  3,253,171      Ps.  2,242,520      Ps.  2,246,230   
  

 

 

   

 

 

   

 

 

 

 

 

(Continued)

 

F-5


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Profit or Loss and Other Comprehensive Income

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos, except per share amounts)

 

     2015      2014      2013  

Profit for the year attributable to:

        

Controlling interest

   Ps.  2,726,020       Ps.  2,242,520       Ps.  2,246,230   

Non-controlling interest

     44,757         —           —     
  

 

 

    

 

 

    

 

 

 
   Ps.  2,770,777       Ps.  2,242,520       Ps.  2,246,230   
  

 

 

    

 

 

    

 

 

 

Total comprehensive income for the year attributable to:

        

Controlling interest

   Ps.  3,141,513       Ps.  2,242,520       Ps.  2,246,230   

Non-controlling interest

     111,658         —           —     
  

 

 

    

 

 

    

 

 

 
   Ps.  3,253,171       Ps.  2,242,520       Ps.  2,246,230   
  

 

 

    

 

 

    

 

 

 

Weighted average number of common shares outstanding

     525,575,547         525,636,745         530,061,831   
  

 

 

    

 

 

    

 

 

 

Basic and diluted earnings per share (in Mexican Pesos, Note 3.s)

   Ps.  5.9772       Ps.  4.2663       Ps.  4.2377   
  

 

 

    

 

 

    

 

 

 

See accompanying notes to consolidated financial statements.

 

(Concluded)

 

F-6


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos)

 

    Number
of Shares
    Common
stock
    Repurchased
shares
    Legal
reserve
    Reserve
for
repurchase
of shares
    Retained
earnings
    Foreign
currency
translation
reserve
    Total     Non-controlling
interest
    Total
stockholders´
equity
 

Balances as of January 1, 2013

    561,000,000      Ps.  15,447,322      Ps.  (1,387,302   Ps.  553,477      Ps.  1,667,302      Ps.  5,172,414      Ps.   —        Ps.  21,453,213      Ps.   —        Ps.  21,453,213   

Transfer of earnings to legal reserve (Note 18.h)

    —          —          —          82,437        —          (82,437     —          —          —          —     

Dividends declared and paid, Ps. 2.2837 pesos per share (Note 18.b)

    —          —          —          —          —          (1,210,000     —          (1,210,000     —          (1,210,000

Reserve for repurchase of shares (Note 18.b)

    —          —          —          —          360,000        (360,000     —          —          —          —     

Repurchase of 4,127,492 shares

    —          —          (276,732     —         —          —          —          (276,732     —          (276,732

Comprehensive income

    —          —          —          —          —          2,246,230        —          2,246,230        —          2,246,230   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2013

    561,000,000        15,447,322        (1,664,034     635,914        2,027,302        5,766,207        —          22,212,711        —          22,212,711   

Transfer of earnings to legal reserve (Note 18.h)

    —          —          —          99,577        —          (99,577     —          —          —          —     

Dividends declared and paid, Ps. 3.0249 pesos per share (Note 18.c)

    —          —          —          —          —          (1,590,000     —          (1,590,000     —          (1,590,000

Capital distribution (Note 18.d)

    —          (1,510,000     —          —              —          (1,510,000     —          (1,510,000

Reserve for repurchase of shares (Note 18.c)

    —          —          —          —          106,072        (106,072     —          —          —          —     

Repurchase of 1,017,561 shares (Note 18.e)

    —          —          (69,340     —          —          —          —          (69,340     —          (69,340

Comprehensive income

    —          —          —          —          —          2,242,520        —          2,242,520        —          2,242,520   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2014

    561,000,000        13,937,322        (1,733,374     735,491        2,133,374        6,213,078        —          21,285,891        —          21,285,891   

Transfer of earnings to legal reserve (Note 18.h)

    —          —          —          105,252        —          (105,252     —          —          —          —     

Dividends declared and paid, Ps. 3.32 pesos per share (Note 18.f)

    —          —          —          —          —          (1,744,911     —          (1,744,911     —          (1,744,911

Capital distribution Ps. 2.68 pesos per share (Note 18.g)

    —          (1,408,542     —          —          —          —          —          (1,408,542     —          (1,408,542

Reserve for repurchase of shares (Note 18.f)

    —          —          —          —          450,000        (450,000     —          —          —          —     

Business combinations non-controlling interest

    —          —          —          —          —          —          —          —          852,825        852,825   

Dividends declared and paid non-controlling interest

    —          —          —          —          —          —          —          —          (82,391     (82,391

Comprehensive income:

                   

Profit of the year

    —          —          —          —          —          2,726,020        —          2,726,020        44,757        2,770,777   

Other comprehensive income for the year

    —          —          —          —          —          —          415,493        415,493        66,901        482,394   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
    —          —          —          —          —          2,726,020        415,493        3,141,513        111,658        3,253,171   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2015

    561,000,000      Ps.   12,528,780      Ps.  (1,733,374)      Ps.   840,743      Ps.   2,583,374      Ps.  6,638,935      Ps.  415,493      Ps.   21,273,951      Ps.  882,092      Ps.   22,156,043   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

F-7


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos)

 

     2015     2014     2013  

Cash flows from operating activities:

      

Profit for the year

   Ps.  2,770,777      Ps.  2,242,520      Ps.  2,246,230   

Adjustments for:

      

Employee benefits

     13,352        9,383        10,342   

Bad debt expense

     5,380        15,056        11,758   

Depreciation and amortization

     1,156,435        925,220        883,235   

Share of loss of associate

     13,704        —          —     

Bargain purchase gain

     (189,744     —          —     

Net loss on derivative financial instruments

     —          340        705   

Interest expense

     198,567        65,730        115,612   

Unrealized exchange gain

     354,458        —          —     

Income tax expense

     847,309        514,579        75,788   
  

 

 

   

 

 

   

 

 

 
     5,170,238        3,772,828        3,343,670   

Changes in working capital:

      

(Increase) decrease in:

      

Financial investments held for trading purposes

     —          410,433        23,140   

Trade accounts receivable

     173,005        (145,122     25,523   

Recoverable income tax and other current assets

     (27,188     25,047        74,695   

Recoverable income tax

     —          269        1,592   

Increase (decrease) in:

      

Concession taxes payable

     79,098        2,369        4,108   

Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V.

     24,680        22,563        17,073   

Accounts payable

     301,508        37,772        (13,057

Taxes payable

     (14,229     17,446        4,144   

Deposits received in guarantee

     128,298        74,935        91,579   
  

 

 

   

 

 

   

 

 

 

Cash generated by operating activities

     5,835,410        4,218,540        3,572,467   

Income taxes paid

     (930,657     (758,310     (607,754
  

 

 

   

 

 

   

 

 

 

Net cash flows provided by operating activities

     4,904,753        3,460,230        2,964,713   
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

      

Purchases of machinery, equipment, improvements on leased buildings, improvements to concession assets and advance payments to suppliers

     (1,128,382     (620,266     (686,270

Proceeds from sales of machinery and equipment

     2,023        435        677   

Net cash outflows on acquisition of subsidiary

     (2,543,568     —          —     

Other investing activities

     —          (13,209     4,642   
  

 

 

   

 

 

   

 

 

 

Net cash flows used in investing activities

     (3,669,927     (633,040     (680,951
  

 

 

   

 

 

   

 

 

 

 

 

(Continued)

 

F-8


Table of Contents

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos)

 

     2015     2014     2013  

Cash flows from financing activities:

      

Dividends declared and paid

     (1,744,911     (1,590,000     (1,210,000

Dividends paid to non-controlling interest

     (82,391     —          —     

Capital distribution

     (1,408,542     (1,510,000     —     

Repurchase of shares

     —          (69,340     (276,732

Debt securities

     2,600,000        —          —     

Proceeds from bank loans

     9,056,701        1,378,881        488,204   

Payments on bank loans

     (8,076,912     (1,513,883     (646,452

Interest paid on bank loans

     (177,774     (95,533     (134,278
  

 

 

   

 

 

   

 

 

 

Net cash flows used in financing activities

     166,171        (3,399,875     (1,779,258
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     1,400,997        (572,685     504,504   

Cash and cash equivalents at beginning of year

     1,595,502        2,168,187        1,663,683   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the end of year

   Ps.  2,996,499      Ps.  1,595,502      Ps.  2,168,187   
  

 

 

   

 

 

   

 

 

 

Non-cash investing activities:

      

Purchases of machinery, equipment, improvements on leased buildings and improvements to concession assets on account

   Ps.   221,151      Ps.  86,383      Ps.  135,386   
  

 

 

   

 

 

   

 

 

 

See accompanying notes to consolidated financial statements.

 

(Concluded)

 

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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Notes to Consolidated Financial Statements

For the years ended December 31, 2015, 2014 and 2013

(In thousands of Mexican Pesos)

 

1. Activities of the Company and significant events

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the Company or GAP) was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico’s Pacific region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, Los Cabos, Silao (Guanajuato), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes. Additionally, in April 2015, GAP acquired 100% of the shares of Desarrollo de Concesiones Aeroportuarias, S.L. (DCA), a Spanish company, which owns a majority stake in MBJ Airports Limited (MBJA), which operates the Sangster International Airport in Montego Bay in Jamaica. The Company’s principal address is Mariano Otero Avenue 1249 B, six floor, Rinconada del Bosque, zip code 44530, Guadalajara, Jalisco, Mexico.

 

  a. Activities

The Company began operations on November 1, 1998. Prior to that date, the Company’s activities were carried out by Aeropuertos y Servicios Auxiliares (ASA), a Mexican Governmental agency, which was responsible for the operation of all public airports in Mexico.

In June 1998, the subsidiaries of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. were granted concessions by the Ministry of Communications and Transportation (SCT) to manage, operate and develop each of the Pacific Group’s 12 airports and benefit from the use of the airport facilities, for a 50-year term beginning November 1, 1998. The cost of the concessions, which totaled Ps.15,938,359, was determined by the Mexican Government in August 1999, based upon the price paid by Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (AMP, the strategic stockholder of the Company) for its interests in GAP. On August 20, 1999, GAP entered into a Liabilities Assumption Agreement with each of its subsidiaries, whereby it assumed the liabilities incurred by each subsidiary derived from obtaining the concession. Such liabilities were capitalized by GAP as equity in favor of the Mexican Government on such date.

The term of the concessions may be extended under certain circumstances by the SCT, for terms not to exceed an additional 50 years. Beginning on November 1, 1998, the Company is required to pay an annual tax to the Mexican Government, through the SCT, for use of the public property, equivalent to 5% of each concessionaire’s annual gross revenues, according to the concession terms and the Mexican Federal Duties Law.

Title to all of the long-term fixed assets within the airports is retained by the Mexican Government. Accordingly, upon expiration of the term of the concessions granted to the Company, the assets, including all of the improvements made to the airport facilities during the term of the concessions, shall automatically revert to the Mexican Government. Additionally, ASA and other agencies of the Mexican Government maintain the rights to provide certain services such as air traffic control, fuel supply and immigration control.

On February 24, 2006, the Company made an initial public offering of its Series B shares, under which the Mexican Government, which held 85% of the voting common stock of the Company sold its 100% shares participation, both in the United States of America, via the New York Stock Exchange (NYSE) and in Mexico, via the Mexican Stock Exchange (BMV). Consequently, as of such date, the Company became a public entity in both Mexico and in the United States of America and is required to meet various legal obligations and regulations for public entities applicable in each country.

 

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The Board of Directors of the Company at an extraordinary meeting held on March 18, 2015, approved the participation in bidding for the acquisition of DCA, leaving the Operating Committee and three independent members of the Board of Directors the authority to determine the acquisition price and conditions to offer in the bidding. The Board of Directors also granted special powers of attorney to the Chief Executive Officer, Chief Financial Officer and the General Counsel to sign all contracts related to the transaction and the ability to obtain bank or debt securities to finance the entire acquisition.

On April 20, 2015, the Company completed a transaction with Spanish company Abertis Airports, S.A (Abertis) for the acquisition of 100% of the shares of DCA. The acquisition was the result of a private and confidential bidding process among various participants. The total amount of the transaction was USD$192,000,000, with funding provided by Scotiabank for Ps. 1,091,000 and USD$95,000,000 and BBVA for USD$27,000,000.

DCA has a 74.5% stake in MBJA, the entity that operates Sangster International airport in Montego Bay in Jamaica. MBJA holds the concession to operate, maintain and utilize the airport for a period of 30 years, beginning April 3, 2003. Vantage Airport Group Limited (Vantage) owns the remaining 25.5% stake in MBJA.

DCA also has a 14.77% stake in SCL Terminal Aéreo Santiago, S.A. (SCL), the operator of the international terminal in Santiago, Chile until September 30, 2015. On September 30, 2015, the concession to operate the Santiago, Chile airport expired, consequently, those assets were immediately returned to the Chilean government and the new operator without any significant incidents. Though SCL will no longer have operations, according to the concession agreement, SCL must remain in effect for an additional year after the transfer, so if there are potential contingencies, SCL can address them. After that first year, SCL will remain in effect for another year before its dissolution in accordance with tax regulations in Chile.

 

       Significant events

 

    On January 8, 2015, the Company obtained proceeds of Ps. 635,430 related to the credit agreement signed with Scotiabank. Additionally, on February 3, 2015, it obtained proceeds of Ps. 375,570, related to a loan for Ps. 730,000 described in Note 16.a, which will be used to prepay other bank loans. The total amount of debt paid on March 9, 2015 was Ps. 1,741,000, with the proceeds obtained from the issuance of Debt securities on February 20, 2015.

 

    In the months of January and February 2015, the Company prepaid bank loans related to outstanding balances at December 31, 2014 of the different agreements signed with Banco Nacional de Mexico, S.A. (Banamex), BBVA and HSBC Mexico, S.A. (HSBC) described in Note 16.a. The total amounts paid were Ps. 989,474, with which such loans were fully repaid.

 

    On February 20, 2015 the Company made public debt issuance by means of long-term debt securities (Certificados Bursátiles de Largo Plazo) in the Mexican market for Ps. 2,600,000, which are unsecured and have a principal payment at maturity, under the Ps. 9,000,000 program approved by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores or CNBV) as a recurring issuer for the next five years. Certificates GAP 15 and GAP 15-2 were issued in the amounts of Ps. 1,100,000 and Ps. 1,500,000, respectively, at a variable rate equal to 28-day TIIE plus 24 basis points and a fixed rate of 7.08%, with maturities of 5 and 10 years, due February 14, 2020 and February 7, 2025, respectively. The funds raised in this issuance will be used to repay existing outstanding debt with Scotiabank in an amount equal to Ps. 1,741,000; and the remaining Ps. 859,000 of the proceeds will be used to finance capital investments in accordance with investments for 2015 set forth in the Company’s Master Development Program.

 

    In an Ordinary Stockholders’ Meeting held on April 21, 2015, the stockholders approved a dividend payment of Ps. 3.32 per shares outstanding at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Mexican Securities Market Law. The first payment for Ps. 1.82 per share was in cash on August 21, 2015 of Ps. 956,547 and the second payment for Ps. 1.50 per share was made on November 4, 2015 of Ps. 788,364. (Note 18.f.)

 

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    In an Extraordinary Stockholders’ Meeting held on April 21, 2015, the stockholders approved a capital reduction of Ps. 2.68 per share. The payment was made on May 15, 2015 for Ps. 1,408,542 as described in Note 18.g.

 

    On May 19, 2015, Company signed with Scotiabank an unsecured loan line totaling USD$191,000,000 for financing the purchase of DCA, with an interest rate of LIBOR plus 70 basis points, with interest payments every 28 days and a single payment of principal on 18 May 2016. With this bridge loan it prepaid the loan entered into for the acquisition of DCA.

 

    On June 17, 2015, the Mexican Supreme Court issued an amparo to the Company upholding the validity of Articles X and XII of the Company’s bylaws regarding the limitations on ownership of its capital stock. Consequently, the challenge initiated by Grupo México and ITM against these articles has been definitively concluded, with the ruling confirming the validity and effectiveness of these articles. On December 11, 2015, both parties were notified of the final judgment, ordering them to refer to the collegiate court of origin to the effect that the Second Civil Chamber of the High Court of Mexico City, who is ordered to confirm articles X and XII of the bylaws of the Company are valid based on Article 48, section III of the Mexican Securities Market Law. As of the issuance date of the consolidated financial statements, the Company is still awaiting final resolution by the court.

 

    In an Ordinary Stockholders’ Meeting of MBJA held on June 30, 2015, the stockholders approved a dividend payment of USD$26,000,000 to be distributed to shareholders in their respective proportion. The dividends were paid on September 17, 2015, of which USD$19,370,000 were paid to DCA while USD$6,630,000 were paid to Vantage.

 

    On August 19, 2015, the Company prepaid the USD$95,000,000 loan contracted with Scotiabank on May 19, 2015 and a new line of credit with BBVA for the same amount was obtained at a rate of LIBOR plus 60 basis points, with a single payment on February 15, 2016 and payments of monthly interest.

 

    On September 30, 2015, the concession to operate the Santiago Airport in Chile expired, consequently, those assets were immediately returned to the Chilean government and the new operator without any significant incidents. However, there is a one-year period during which SCL remains responsible for latent defects.

 

    On December 9, 2015, the operations at the Tijuana International Airport of a cross-border bridge between Otay, United States and Tijuana, Mexico was initiated. The bridge facilitates transfers between the United States and Mexico for travelers holding a boarding pass to all flights departing from or arriving in Tijuana, The Mexican border authority’s services are located in the Tijuana airport, and the corresponding U.S. services are located on the premises of the CBX terminal on the north side of the border (operated by Otay-Tijuana Venture, L.L.C.). Use of this new facility is not subject to additional charges as it is part of the services offered by the Tijuana airport, which are included in the passenger fees (Tarifa por Utilización de los Servicios Aeroportuarios, or “TUA”). Passengers using the bridge from or to Tijuana may be subject to toll charges levied by CBX, the bridge operator in the U.S.

 

2. Basis of presentation

 

  a. Statement of Compliance – These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), its amendments and interpretations issued by the International Accounting Standards Board (IASB) issued and outstanding or issued and early adopted at the date of preparation of these financial statements.

 

  b. Translation into English – The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico.

 

  c. Basis of preparation The consolidated financial statements have been prepared on the historical cost basis except for assets and liabilities assumed in the business combinations on the date of purchase, which were recorded at fair value.

 

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    Historical cost – Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

 

    Fair value – The Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realizable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

 

    Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

 

    Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

 

    Level 3 inputs are unobservable inputs for the asset or liability

 

  d. Consolidation of financial statements – The consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and its subsidiaries, for the years ended December 31, 2015, 2014 and 2013. The consolidated subsidiaries are as follows:

 

Company

   % participation   Location    Activity

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

   99.99%   Mexico    Operation of airport

Aeropuerto del Bajío, S.A. de C.V.

   99.99%   Mexico    Operation of airport

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

   99.99%   Mexico    Operation of airport

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

   99.99%   Mexico    Operation of airport

Aeropuerto de La Paz, S.A. de C.V.

   99.99%   Mexico    Operation of airport

Aeropuerto de Los Mochis, S.A. de C.V.

   99.99%   Mexico    Operation of airport

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

   99.99%   Mexico    Operation of airport

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

   99.99%   Mexico    Operation of airport

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

   99.99%   Mexico    Operation of airport

Aeropuerto de Puerto Vallarta, S.A. de C.V.

   99.99%   Mexico    Operation of airport

Aeropuerto de San José del Cabo, S.A. de C.V.

   99.99%   Mexico    Operation of airport

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

   99.99%   Mexico    Operation of airport

Corporativo de Servicios Aeroportuarios, S.A. de C.V. (CORSA)

   99.99%   Mexico    Provides personnel services

Fundación Grupo Aeroportuario del Pacífico, A.C. (Fundación GAP)

   99.99%   Mexico    Social advice and support
infrastructure of educational
institutions

Puerta Cero Parking, S.A. de C.V. (PCP)

   99.99%   Mexico    Operation of parking lot.

Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (SIAP)

   99.99%   Mexico    Administrative services

Desarrollo de Concesiones Aeroportuarias, S.L. (Consolidated as of April 2015)

   100%   Spain    Management administration,
maintenance, servicing of
all types of infrastructure

MBJ Airports Limited (consolidated as of April 2015)

   74.50%   Jamaica    Operation of airport

GA del Pacífico es do Brasil, LTDA

   99.99%   Mexico    No operation

 

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Control is achieved when the Company:

 

    Has power over the investee;

 

    Is exposed, or has rights, to variable returns from its involvement with the investee; and

 

    Has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Company are eliminated in full on consolidation.

 

  e. Application of new and revised International Financing Reporting Standards

Application of new and revised International Financing Reporting Standards (“IFRSs” or “IAS”) and interpretations that are mandatorily effective for the current year

In the current year, the Company has applied a number of amendments to IFRSs and new Interpretation issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting period that begins on or after January 1, 2015.

Annual Improvements to IFRSs 2010 – 2012 Cycle and 2011 – 2013 Cycle

The Company has applied the amendments to IFRSs included in the Annual Improvements to IFRSs 2010 – 2012 Cycle and 2011 – 2013 Cycle. One of the annual improvements requires entities to disclose judgements made by management in applying the aggregation criteria set out in paragraph 12 of IFRS 8 Operating Segments. The application of the other amendments has had no impact on the disclosures or amounts recognized in the Company’s consolidated financial statements.

 

  f. Functional and presentation currency – The consolidated financial statements and notes as of December 31, 2015, 2014 and 2013, and for the years then ended, are prepared in pesos, which is the reporting currency of the Company and are presented in thousands of pesos.

The assets and liabilities of foreign operations, including the fair value of assets arising on acquisition, are translated at the exchange rates prevailing at the reporting date. Income and expenses of foreign operations are translated at the average exchange rate for the period of transactions of $16.1548 pesos per USD and euros to USD$1.1057.

 

  g. Use of estimates and critical judgments in preparing the financial statements – The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies relating to the reported amounts of assets, liabilities, income and expenses of the relevant period. Actual results could differ from these estimates. Information on the uncertainty in the use of assumptions and estimates that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes:

 

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    Identification of net assets and liabilities assumed in a business combination and determination of fair value (Note 4)

 

    Estimation of doubtful accounts (Note 7)

 

    Definition of useful lives and depreciation and amortization periods (Note 3 c. and .3.d.)

 

    Probability of recovery of tax loss (Note 13.g)

 

    Recovery of tax on assets paid in prior years (Note 13.f)

 

    Assumptions used to determine liabilities for retirement benefits (Note 17)

 

    Contingency liabilities (Note 28)

In addition to the estimates, the Company makes critical judgments in applying its accounting policies, which have a material effect on the amounts recognized in the financial statements. Management believes that the decisions made are the most reasonable based on information available, on the judgments made and the way it manages the operation of the Company. Critical judgments relate to the following:

Accounting for the Concession – Management believes it has carried out a comprehensive implementation of the standards applicable to the accounting treatment of its concessions in México and Jamaica and it determined that, among others, International Financial Reporting Interpretation (IFRIC) 12 Service Concession Arrangements is applicable to the Company. The Company treats its investments related to improvements and upgrades to be performed in connection with the MDP under the intangible asset model established by IFRIC 12 and does not recognize a provision for maintenance, as all investments required by the MDP, regardless of their nature, directly increase the Maximum Tariff per traffic unit (MT). Accordingly, all amounts invested under the MDP have a direct correlation to the amount of fees the Company will be able to charge each passenger or cargo service provider, and thus, a direct correlation to the amount of revenues the Company will be able to generate. As result, management defines all expenditures associated with investments required by the MDP as revenue generating activities given that they ultimately provide future benefits, whereby subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12. Additionally, compliance with the committed investments per the MDP is mandatory, as well as the fulfillment of the MT and therefore, in case of default in any of these obligations (MDP or MT), the Company could be subject to sanctions and even its concession could be revoked. To determine the amortization period of the intangible associated with the improvements and upgrades made to comply with the MDP, the Company focuses on the period over which they will generate future economic benefits or the concession term, whichever is less.

 

  h. Income from operations This line item is comprised by total revenues less operating costs. Although this presentation is not required by IAS 1 Presentation of Financial Statements, it is included in the consolidate statements of profit or loss and other comprehensive income because it represents a reliable measure of the economic and financial performance of the Company.

 

  i. Comprehensive income – Comprehensive income comprised the net income of the period, plus other comprehensive income (loss) items of the same period. For the year ended December 31, 2015, other comprehensive income are represented by the effects of translation of foreign subsidiaries. At the moment the assets and liabilities giving rise to other comprehensive income are realized, the latter are recognized in the income statement. For the years ended December 31, 2014 and 2013, comprehensive income is represented only by the net income of each year.

 

  j. Classification of cost and expenses Costs and expenses presented in the consolidated statements of profit or loss and other comprehensive income were classified according to their nature.

 

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3. Significant accounting policies

The consolidated financial statements comply with IFRS as issued by the IASB. Its preparation requires management to make certain estimates and use certain assumptions that affect certain items of the consolidated financial statements and their related disclosures required therein. However, actual results could differ from those estimates. The Company’s management, upon applying professional judgment, considers that estimates and assumptions used were adequate under the circumstances (Note 2.g). The significant accounting policies of the Company are as follows:

 

  a. Financial instruments

Financial assets – Financial assets are recognized when the Company becomes a contractual party to the terms of the related instruments.

Financial assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issuance of financial assets (other than financial assets at fair value through profit or loss) are added to or deducted from the fair value of the financial assets, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets at fair value through profit or loss (FVTPL) are recognized immediately in profit or loss.

The Company’s financial assets are classified into the following specified categories: i) FVTPL and ii) accounts receivable. The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition. All regular way purchases or sales of financial assets are recognized and derecognized on a trade date basis. Regular way of purchases or sales, are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the marketplace.

 

    Financial assets at FVTPL – Financial assets are classified as at FVTPL when the financial asset is either held for trading or it is designated as at FVTPL. A financial asset is classified as held for trading if:

 

    It has been acquired principally for the purpose of selling it in the near term; or

 

    In its initial recognition, it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking; or

 

    It is a derivative that is not designated and is effective as a hedging instrument.

Financial assets at FVTPL are stated at fair value, with any gain or loss arising on remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or loss includes any dividend or interest earned from the financial asset and is included in the finance income in the consolidated statements of profit or loss and other comprehensive income. Fair value is determined in the manner described in Note 5.

 

    Accounts receivable – Trade accounts receivable and other receivables, with fixed or determinable payments that are not quoted in an active market are classified as receivables. Interest income is recognized by applying the effective interest rate, except for the short term receivables, in the event that the recognition of interest is not material.

The effective interest rate is the rate that discounts the estimated future cash receipts (including all professional fees and basis points paid or received that are part of the effective interest rate, transaction costs and other premiums or discounts) for the expected life of the instrument, or when is appropriate a shorter period, to the net carrying amount at initial recognition.

 

    Derecognition of financial assets

The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains

 

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substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in profit or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.

Financial liabilities and equity instruments – Financial liabilities are recognized when the Company becomes a contractual party to the terms of the related instruments.

Financial liabilities and are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of the financial liabilities (other than financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial liabilities, as appropriate, on its initial recognition. Transaction costs directly attributable to the acquisition of financial liabilities at fair value through profit or loss are recognized immediately in profit or loss.

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements.

Equity instruments – An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments issued by the Company are recognized at the resources received, net of direct costs from the emission.

Repurchase of the Company’s common stock is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss at the purchase, sale, issue or cancellation of the Company’s own equity instruments.

Financial liabilities – Financial liabilities are classified as financial liabilities at FVTPL or as other financial liabilities. At the date of the financial statements, the Company does not have liabilities at FVTPL.

Other financial liabilities (including borrowings and trade accounts payable) are subsequently measured at amortized cost, using the effective interest rate method.

The effective interest rate method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that discounts estimated future cash payments exactly (or as appropriate in a short term) with the net book value on its initial recognition.

The Company derecognizes financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognized and the amount paid and payable is recognized in profit or loss.

 

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Even when the Company has the right, in certain cases, for a compensation of financial assets and liabilities, as of the date of this consolidated financial statements, the Company does not have the intention of compensate a liability with an asset, nor expect in a short term may require it. Therefore, deposits received in guarantee are presented separately from accounts receivable.

 

  b. Cash and cash equivalents Cash and cash equivalents consist mainly of bank deposits in checking accounts and readily available daily investments of cash surpluses with immediate availability. Cash is stated at nominal value and cash equivalents are valued at fair value that does not exceed their market value; the yields, which are recognized as interest income as it accrues.

 

  c. Machinery, equipment and improvements on leased buildings

 

    Recognition and valuation – Machinery, equipment and improvements to leased buildings are recognized at acquisition cost less accumulated depreciation and any accumulated impairment losses. The acquisition cost includes expenses directly attributable to the acquisition of the asset.

When significant parts of an asset of machinery, equipment and improvements to leased buildings have different useful lives, they are accounted for separately as a component of the asset.

Gains and losses from sales or retirements of machinery, equipment and improvements to leased buildings are determined comparing the proceeds from the sale or retirement against net amount of machinery, equipment and improvements to leased buildings and are recognized net in other income in the consolidated statement of profit and loss and other comprehensive income.

 

    Subsequent costs – The cost to replace a part or item of machinery, equipment and improvements to leased buildings are recognized in the value of the asset when it is probable that future economic benefits associated with that part will flow to the Company and its cost can be measured reliably. The net value of the replaced item is derecognized at its net book value. Minor maintenance costs are recognized in the consolidated statement of profit and loss and other comprehensive income.

 

    Depreciation – Depreciation is calculated over the depreciable amount, which is the cost of an asset, or other substitute value of that cost based on the straight-line method, this is the value that reflects more certainty the expected pattern of consumption of future economic benefits implicit in the active. The Company does not determine residual values for machinery, equipment, improvements and leased buildings as they are not considered to be material.

 

    Depreciation of machinery and equipment is recognized in the consolidated statement of profit and loss and other comprehensive income and is calculated under the straight-line method based on the useful lives of the related assets. Also, improvements to leased buildings are amortized by the straight-line method based on the remaining useful life of the improvements or the lease term, whichever is less. The estimated useful life, residual value and the depreciation method are reviewed at the end of each year, and the effect of any changes in the estimate recorded is recognized on a prospective basis.

The estimated useful lives for the current period and comparative period are as follows:

 

     Useful life
(years)
   Average annual
depreciation rate

Machinery and equipment

   10    10%

Office furniture and equipment

   10    10%

Computer equipment

   3.3 - 4    30% - 25%

Transportation equipment

   4-5    25% - 20%

Communication equipment

   10 - 4 - 3.3    10% - 25% - 30%

Improvements on leased buildings

   10    10%

 

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  d. Intangible Assets

 

    Improvements to concession assets – Improvements to concession assets are accounted for the improvements that are made pursuant to the MDP and improvements carried out by the daily operation of the Company’s airports. All infrastructure investments made by the airports will be delivered to the Mexican government or the government of Jamaica as corresponds at the end of the term of the Concession. Under the Company’s concession agreements, through the Master Development Programs agreed with each governments every five years, the Company is committed to carry out various improvements, upgrades and additions to each of its airports on an annual basis in the case of Mexican airports and every five years in Jamaica. In exchange for investing in those additions and upgrades, each government grants the Company the right to obtain benefits for services provided using those assets. The Company, as the operator of the concession assets, recognizes an intangible asset as it receives a right granted by each government to charge users of the public service associated with the use of its airports.

 

    Airport concessions – The Company recognized an intangible asset of the Concession granted by the SCT to manage and operate each of the airports in Mexico for 50 years since its acquisition. As regards to MBJA, the Company recognized an intangible asset at the fair value of the concession to operate and exploit that airport until 2033 according to the determination of fair values resulting from the acquisition of DCA and MBJA accordance IFRS 3 Business Combinations.

 

    Rights to use airport facilities – Rights to use airport facilities are recorded at acquisition cost of the assets recorded by ASA and transferred to the Company according to the Concession granted, in order to manage, operate and exploit them during the Concession term. At MBJA no rights to use airport facilities were identified.

 

    Other acquired rights – These rights correspond to payments made by the Company after the date the Mexican concessions were granted, in order to early-terminate certain long-term leases contracts that existed at that time between ASA and third-party leaseholders, these rights are recorded at its acquisition cost. In MBJA there are no other acquired rights.

 

    Amortization – After to its initial recognition, intangible assets are valued at acquisition cost plus capitalized borrowing costs that are recognized, less accumulated amortization and accumulated impairment losses. Amortization is recognized in the consolidated statement of comprehensive income under the straight line method applied to the shorter of the estimated period of future economic benefits the intangible assets will generate, or the concession period, from the date they are available for use.

Amortization periods for the current and comparative period are as follows:

 

     Period
(years)
   Average annual
amortization
rate

Improvements to concession assets

   12.5 - 20    8% - 5%

Airport concessions

   49 - 18    2% - 5.5%

Rights to use airport facilities

   10 - 49    10% - 2%

Other acquired rights

   44 - 48    2%

The amortization method and useful lives are reviewed at each year end date and adjusted prospectively if necessary.

 

  e. Capitalized borrowing costs – Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use are added to the cost of those assets, until such time as the assets are substantially ready for their intended use for sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

 

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  f. Impairment of financial and non-financial assets

 

    Financial assets – A financial asset that is not recognized at FVTPL is evaluated by the Company at the close of each reporting period to determine whether there is evidence of potential impairment. A financial asset is impaired if there is objective evidence that a loss has occurred after the initial recognition of the asset and that loss has a negative effect on the estimated future cash flows of the asset, that can be estimated reliably.

For all other financial assets, objective evidence of impairment could include:

 

    Significant financial difficulty of the issuer or counterparty; or

 

    Breach in the payment of the interests or the loan; or

 

    It is probable that the borrower will enter in bankruptcy or into a financial reorganization; or

 

    The disappearance of an active market for that financial asset because of financial difficulties.

An impairment loss on financial assets carried at amortized cost is calculated as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. Losses are recognized in consolidated statements of profit or loss and other comprehensive income and are reflected in the allowance for doubtful accounts included in cost of services. When a subsequent event causes the amount of impairment loss to reverse, such amount is recognized in consolidated statements of profit or loss and other comprehensive income on a prospective basis and cannot exceed the amount of the impairment previously recognized.

Individually significant financial assets are tested one by one for impairment. The remaining financial assets are assessed in groups of similar credit risk characteristics.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

All impairment losses are recognized in the consolidated statement of profit and loss and other comprehensive income.

A reversal of an impairment loss occurs only if it can be associated objectively to an event that occurred after the date the loss was recognized.

 

    Non-financial assets – Non-financial assets of the Company are assessed at each period end date to determine whether there is any indication of impairment. If there is such an indication of impairment, management estimates the recoverable amount.

The recoverable amount of an asset or cash-generating unit is the higher of asset value in use and net selling price. To determine the asset’s value in use, the estimated future cash flows are discounted to present value using an appropriate discount rate before tax that reflects current market conditions in relation to the time value of money and the risks specific to the asset. For purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating unit or CGU). An impairment loss is recognized immediately in profit and loss.

The individual airports of the Company in Mexico cannot be considered as separate cash-generating units, as the bidding process for the concession made by the Mexican Federal Government included the package of twelve airports, and therefore the Company is required to operate and maintain all 12 airports independently of the results they generate individually. Considering the above, if there are indicators of impairment exist, the Company performs an impairment assessment on a consolidated basis with is Mexican companies. Moreover, the value of the assets of MBJA are individually valued at the end of each period to determine whether there are indications of impairment to be a single separate cash-generating units.

 

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When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimated recoverable amount, so that the increased carrying amount does not exceed the carrying amount that would have been determined had an impairment loss not been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit and loss, unless the relevant asset is recognized on a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

For purposes of assessing impairment, goodwill is allocated to each single separate CGU of the company, which is expected to be benefited from the synergies of the combination.

The single separate CGU to which goodwill has been allocated are tested for impairment annually or more frequently when there are indications that the CGU may be impaired. If the recoverable amount of a CGU is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the CGU and then to the other assets of the CGU pro rata basis and based on the book value of each asset within the CGU. Any impairment loss of goodwill is recognized directly in income. An impairment loss recognized in goodwill is not reversed in periods posteriors.

 

  g. Investment in associate – An associate is an entity over which the Company has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Entity’s share of the profit or loss and other comprehensive income of the associate.

The Company discontinues the use of the equity method from the date when the investment ceases to be an associate, or when the investment is classified as held for sale.

When the Company transacts with an associate of the Company, profits and losses resulting from the transactions with the associate are recognized in the Company’s consolidated financial statements only to the extent of interests in the associate that are not related to the Company.

 

  h. Derivative financial instruments – The Company occasionally uses derivative financial instruments, specifically interest rate caps, to hedge its exposure to interest rate risk arising primarily from debt instruments.

Derivatives are initially recognized at fair value at the date the derivative contract are entered into and subsequently valued at fair value at the end of each reporting period. The gain or loss is recognized in profit or loss immediately unless the derivative is designated as a hedging instrument and is considered to be effective. The timing of the recognition of the hedging instrument in earnings will depend on the nature of the hedge.

The Company may designate certain instruments as hedges for accounting purposes if at inception of the hedge, the Company documents the relationship between the hedging instrument and the hedged item, as well as the risk management and management strategy objectives for undertaking various hedging transactions. Additionally, at the inception of the hedge and on an ongoing basis, the Company documents whether the hedging instrument is highly effective in offsetting the exposure to changes in fair value or changes in cash flows of the hedged item.

Hedge accounting is discontinued when the Company revokes the hedging relationship, when the hedging instrument expires or is sold, terminated, or exercised, or when it fails to meet the criteria for hedge accounting. Any cumulative gain or loss on the hedging instrument that has been recognized in equity remains in equity until the forecasted transaction is ultimately recognized in profit or loss. When management no longer expects the forecasted transaction to occur, the gain or loss accumulated in equity is recognized immediately in profit or loss.

 

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  i. Business combinations – Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:

 

    Deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 respectively;

 

    Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Company entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquire (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any), the excess is recognized immediately in profit or loss as a bargain purchase gain.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognized amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss.

Transaction costs, different from those associated with the issuance of debt or capital, incurred by the Company in connection with a business combination are expensed as incurred.

 

  j. Other intangible assets – Costs incurred in the development phase, as well as other intangible assets that meet certain requirements and that the Company has determined will have future economic benefits, are capitalized and amortized based on the straight-line method. Expenditures that do not meet such requirements, as well as research costs, are recorded in the results of the period in which they are incurred.

 

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  k. Leases The payments made by the Company as a lessee under operating leases are recognized in the consolidated statements of profit of loss and other comprehensive income on a straight-line basis over the lease term. Lease incentives received are recognized, as applicable, as a decrease in overall rental costs over the term of the contract. The Company’s accounting policy as a lessor is disclosed in Note 3.q.

 

  l. Provisions – Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, an account receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Provisions are classified as current or noncurrent based on the period of time estimated to meet the obligations covered.

 

  m. Direct employee benefits The Company provides its employees in Mexico and abroad different types of benefits. In Mexico the liabilities for direct employee benefits are recognized based on the services rendered by employees, considering their most recent salaries. These benefits primarily include statutory employee profit sharing (PTU) payable, compensated absences, vacation and vacation premium and incentives. The PTU is recorded in the income year in which it is incurred and presented under cost of services in the consolidated statements of profit or loss and other comprehensive income.

 

  n. Employee benefits The seniority premium liability are calculated by independent actuaries at the projected unit credit method using nominal interest rates. Due to its impact is not material, actuarial gains and losses generated during the year are recognized directly in the profit or loss rather than recognize them in other comprehensive income.

The past service cost is recognized in the profit or loss in the year of the plan amendment. Interest is calculated using the discount rate at the beginning of the period the balance of the defined benefit obligation. Defined benefit costs are classified as follows:

 

    Cost of service (including current service cost, past service cost and gains and losses on reductions and compensations).

 

    Interest expenses.

 

    Remeasurements.

The Company present the first two components of defined benefit cost as an expense in cost of services. The reduction and early liquidation of obligations are recognized as past service costs.

Contributions to benefit plans to defined contribution retirement are recognized as expenses at the time the employees render services that give them the right to contributions.

Any liability for compensation is recognized when the Company can no longer withdraw the offer of compensation and / or when the entity recognizes related restructuring costs.

 

  o. Revenue recognition – Aeronautical and non-aeronautical revenues are recognized at their fair value, within a maximum thirty-day term subsequent to the time passengers depart, planes land or other services are provided, as the case may be, considering that the events that occur and services that are rendered in any given month are invoiced and recognized within that same month.

 

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    Aeronautical services – The majority of the revenues in México are derived from rendering aeronautical services, related to the use of airport facilities by airlines and passengers. These revenues are regulated by the SCT through a “maximum rate” per “workload unit.” A workload unit is currently equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. Moreover, in MBJA aeronautical revenues correspond to the fee for passengers and security, which are collected by airlines who are also invoice other charges for landing and parking aircraft.

 

    Revenues from non-aeronautical services consist mainly of the leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees charged to third parties providing food catering and other services at the airports, and other miscellaneous revenues.

Commercial space within the terminals is leased through operating lease agreements, based on either a monthly fixed rent or a charge based on the higher of a minimum monthly rent or a percentage of the lessee’s monthly revenues. Rental income from the Company’s leases is recognized on a straight-line basis over the term of the relevant lease.

 

    Revenues and cost of improvements to concession assets – In conformity with IFRIC 12, the Company recognizes revenues and the associated costs of improvements to concession assets which it is obligated to perform at the airports as established by the MDP. Revenues represent the value of the exchange between the Company and the government with respect to the improvements, given that the Company constructs or provides improvements to the airports as obligated under the MDP and in exchange, the government grants the Company the right to obtain benefits for services provided using those assets. The Company has determined that its obligations per the MDP should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the MDP are included in the maximum tariff it charges its customers and therefore it recognizes the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP. Through bidding processes, the Company contracts third parties to carry out such construction.

The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The amounts paid are set at market value.

 

  p. Foreign currency transactions – Transactions in currencies other than the functional currency of the Company (foreign currencies) are recognized using exchange rates prevailing at the dates on which the transactions are made. At the end of each reporting period, monetary items denominated in foreign currencies are converted at the exchange rates prevailing at that time.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rates prevailing at the date of the statements would. Exchange fluctuations are recorded in results of the period within the financial costs and presented as exchange gain or loss.

Non-monetary items that are valued at historical cost in a foreign currency are converted at the exchange rate at the date of the transaction.

 

  q. Conversion of foreign operations The assets and liabilities of foreign operations and the fair value adjustments arising from the acquisition, are translated at the exchange rates prevailing at the reporting date. Revenues and expenses of foreign operations are translated at the average exchange rate for the period of transactions.

The differences associated with foreign currency translation of foreign operations to the presentation currency (pesos) are recognized in other comprehensive income and presented in the foreign currency translation reserve in equity.

 

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  r. Income taxes – Current income tax is recorded in the income statement of the year in which it is incurred. The expense for income taxes includes both the tax assessed and deferred tax. Deferred and current tax are recognized the consolidated statement of profit or loss, except when they are related to items recognized in other comprehensive income, or directly in equity, in that case the deferred and current tax are also recognized in other comprehensive income or directly in equity, respectively.

Current tax expense is the tax payable determined for the year, using tax rates enacted or substantially enacted at the reporting date, plus any adjustment to tax payable in respect of previous years. Taxable income differs from income before income taxes reported in the consolidated statements of comprehensive income because there are items of income or expense that are taxable or deductible in other years and items that will never be taxable or deductible.

Deferred income tax is calculated by applying the statutory rate for temporary differences, resulting from comparing the accounting and tax assets and liabilities, and when applicable, the benefits from tax loss carryforwards and certain tax credits, such as the Tax on Assets (IMPAC) paid in previous years and expected to be recovered in future periods in accordance with the rules established in the tax laws, to the extent that it is probable the existence of future taxable profit that can be applied against such tax benefits. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the tax benefit can be recognized.

The rates applied to determine the deferred tax are those that correspond to the year in which it is expected the reversal of the temporary difference.

The Company did not recognized deferred taxes for the following items:

 

    Initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor tax results.

 

    Differences relating to investments in subsidiaries to the extent that it is probable that they will not reverse in the foreseeable future and where the Company has the power to control the reversal date.

 

  s. Earnings per share – Basic earnings per common share are calculated by dividing consolidated net income by the weighted average number of shares outstanding during the period, adjusted by repurchased shares retained in treasury. The Company does not have any dilutive securities; therefore basic and diluted earnings per share are the same.

 

  t. Interest income and cost – Interest income comprises interest income from investments in debt securities, changes in the market value of financial assets at FVTPL and gains on hedging instruments that are recognized in the consolidated statement of comprehensive income, among other concepts. Interest income is recognized when it is probable that the economic benefits will flow to the Company and the amount can be reliably measured. Interest income is recorded on a regular basis, with reference to the capital invested and the effective interest rate.

Interest costs comprise interest costs of loans net of interest cost capitalized on qualifying assets, changes in the market value of financial assets at FVTPL, losses on hedging instruments that are recognized in the consolidated statement of comprehensive income, interest paid to the tax authorities, among other items. Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset are recognized in the consolidated statement of comprehensive income, using the effective interest method.

 

  u. Operating segments – An operating segment is a component of the Company that is engaged in business activities from which it may earn revenue and incur expenses, including revenues and expenses relating to transactions with other components of the Company. All operating results of the operating segments are regularly reviewed by the Chief Executive Officer for making decisions about resources to be allocated to the segment and assess its performance and for which specific financial information is available. Each of the airports of the Company represents an operating segment.

 

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  v. Cash flow statement – The Company presents cash flows from operating activities using the indirect method, in which the net income is adjusted for the effects of transactions that do not require cash flows including those associated with investing and financing activities. Additionally, the Company presents interest income as part of operating activities.

 

4. Business Combination

Acquisition of DCA

The Board of Directors of the Company at an extraordinary meeting held on March 18, 2015, approved the participation in bidding for the acquisition of DCA, leaving the Operating Committee and three independent members of the Board of Directors the authority to determine the acquisition price and conditions to offer in the bidding. The Board of Directors also granted special powers of attorney to the Chief Executive Officer, Chief Financial Officer and the General Counsel to sign all contracts related to the transaction and the ability to obtain bank or debt securities to finance the entire acquisition.

On April 17, 2015, the Company reached an agreement with the Spanish company Abertis for the acquisition of the entire stake in the Spanish company DCA for a price of USD$192.0 million. The transaction closed on April 20, 2015. The contract establishes that the date for determining the purchase price was January 1, 2015, so all the rights and obligations of these companies were identified on that date.

DCA also has a MBJA the 74.5% and 14.77% stake in SCL. The acquisition qualifies as a business combination in accordance with IFRS 3.

MBJA operates the Sangster International airport in Montego Bay in Jamaica, who has concession with the government that ends on April 3, 2033. The airport is located right in the center of the tourist corridor from Negril to Ocho Rios, which concentrates 90% the hotel capacity of the island according to information published by the Jamaican Tourist Board. In 2014 the airport served a total of 3.6 million passengers, 99.0% were international, of which 66% had as their origin the United States, 20% from Canada, 1% from Europe and 2% from the Caribbean and others regions.

SCL was the operator of the International Airport of Santiago de Chile until September 30, 2015. On that date SCL was handed over to the airport authority in that country and the new operator. Although it no longer has operations in accordance with the concession agreement, SCL must remain in effect for one year after the transfer of the concession in order to address any potential contingencies that arise. After that first year, SCL will remain in force for a year before dissolutions in accordance with tax regulations in Chile.

As part of the analysis performed to determine the acquisition date of DCA, the Company concluded that the date it acquired control over was April 20, 2015. Therefore, for all practical purposes the beginning of the consolidation was defined as April 1, 2015 so, the consolidated statement of income and other comprehensive income for the year ended December 31, 2015 the Company comprises the results of DCA from that date.

The Company has finalized the determination of the fair value of assets acquired and liabilities assumed in the acquisition of DCA and MBJA and their recognition for accounting purposes.

Valuation Methodology

The income approach was used to quantify the fair value of the concession, which is based on cash generation expected by the asset during its remaining useful life. This approach assumes that the income from the asset determines its value. As a first step, it requires the development of projected cash flows, continuing with the determination of the present value of these cash flows to calculate the terminal value, which is a representation of the defined period in which the asset will continue to generate revenue.

The cost and market approach was used to determine the fair values of property, plant and equipment and improvements to concession assets, which estimates the fair value by determining the current replacement cost of one asset for another of equal value. The replacement cost of an asset reflects the estimated cost of rebuilding or replacement of assets, less an allowance for loss in value due to depreciation. The market approach is based on the price in a different observable market participants have paid for similar and comparable assets for the determination of fair value.

 

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Assets acquired and liabilities recognized at the date of acquisition

Following are presented the net assets acquired at fair value determined in the measurement period and recorded at the date of acquisition according to IFRS 3 as well as the purchase price paid in cash.

 

     Fair value
acquisition DCA
 

Assent

  

Cash and cash equivalents

   Ps.   383,799   

Trade accounts receivable

     98,211   

Other current assent

     78,597   

Machinery and equipment

     398,072   

Improvements to concession assets

     1,816,380   

Airport concessions

     2,684,026   

Other assents

     74,926   
  

 

 

 

Total acquisition assents

     5,534,011   
  

 

 

 

Liabilities

  

Accounts playable

     (155,515

Loans

     (658,981

Deferred income taxes

     (749,579
  

 

 

 

Total current liabilities

     (1,564,075
  

 

 

 

Net assets acquired

     3,969,936   
  

 

 

 

Consideration transferred

     2,927,367   

Non-controlling interest

     852,825   
  

 

 

 
     3,780,192   
  

 

 

 

Bargain purchase gain

   Ps.  189,744   
  

 

 

 

In determining the fair value recognized in the acquisition of DCA a deferred tax liabilities of Ps. 678,792 was recorded.

During the process of the acquisition of DCA there was no contingent consideration.

In the valuation process it was determined that the values of cash equivalents, accounts receivable, other current assets, accounts payable, financial liabilities, other current liabilities and other noncurrent liabilities recorded in DCA approximate their fair value at the date acquisition.

The non-controlling interest (25.5% in MBJA) recognized at the date of acquisition of DCA was valued by reference to the fair value of the net assets acquired and amounted to Ps. 852,825.

The bargain purchase gain was due to a strategy implemented by the Company as part of its financial analysis to determine the most appropriate acquisition price, which was compared to the expected cash flows of the business that resulted in the fair value of the net assets acquired being greater than the price paid. After reviewing if it had appropriately identified and valued all the assets acquired and liabilities assumed, a bargain purchase gain was recognized in the consolidated income statement.

To fulfill the disclosure requirements of IFRS 3, the Company prepared a pro forma consolidated statement of profit or loss and other comprehensive income to present the revenues and income of the combined entity as if the acquisition had occurred on January 1, 2015. In addition to provide analysts and investors a better understanding of the acquisition, the condensed consolidated statement of profit or loss and other comprehensive income of the Company for the year 2014, was presented for comparative purposes.

 

     December 2015      December 2014  

Revenues:

     

Aeronautical revenue

     Ps.  5,622,575         Ps.  3,925,736   

No aeronautical revenue

     1,933,760         1,338,542   

Improvements to concession assets

     838,635         281,874   
  

 

 

    

 

 

 
     8,394,970         5,546,152   

 

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     December 2015      December 2014  

Operating costs:

     

Costs of services

     1,637,919         1,161,588   

Technical assistance fees

     242,456         194,228   

Concession taxes

     525,745         261,577   

Depreciation and amortization

     1,224,123         925,220   

Cost of improvements to concession assets

     838,635         281,874   

Other income

     (254,236      (43,424
  

 

 

    

 

 

 
     4,214,642         2,781,063   

Operating income

     4,180,328         2,765,089   

Finance costs

     (406,839      (7,990

Share of loss of associate

     (15,733      —     
  

 

 

    

 

 

 

Income before income taxes

     3,757,756         2,757,099   

Income taxes

     884,517         514,579   
  

 

 

    

 

 

 

Profit for the year

     2,873,239         2,242,520   

Other comprehensive income

     

Exchange differences on translating foreign operations

     427,238         —     
  

 

 

    

 

 

 

Comprehensive income

   Ps.   3,300,477       Ps.   2,242,520   
  

 

 

    

 

 

 

Profit for the year attributable to:

     

Controlling interest

   Ps.   2,816,523       Ps.   2,242,520   

Non-controlling interest

     56,716         —     
  

 

 

    

 

 

 
   Ps.   2,873,239       Ps.   2,242,520   
  

 

 

    

 

 

 

Total comprehensive income for the year attributable to:

     

Controlling interest

     3,176,861         —     

Non-controlling interest

     123,616         —     
  

 

 

    

 

 

 
   Ps.   3,300,477       Ps.   2,242,520   
  

 

 

    

 

 

 

It is important to consider that the dividends to be paid in the future by MBJA to DCA shall include the results for the full year 2015 and its retained earnings at December 31, 2014.

The Company’s consolidated result of the year from DCA include revenues of Ps.995,707 and profits of Ps. 308,323.

 

5. Financial risk management

The Company is exposed to the following risks from the use of financial instruments:

 

    Credit risk

 

    Liquidity risk

 

    Market risk

This note presents information about the Company’s exposure to each of the above risks, the objectives, policies and processes of measuring and risk management of the Company. In different sections of these financial statements the Company has included additional in-depth disclosures.

 

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At December 31, 2015, 2014 and 2013, financial instruments held by the Company are comprised of the following:

 

     December 31,
2015
     December 31,
2014
     December 31,
2013
 

Financial assets

        

Cash and cash equivalents

     Ps.  2,996,499         Ps.  1,595,502         Ps.  2,168,187   

Financial investments held for trading purposes

     —           —           410,433   

Receivables

     159,196         337,581         207,515   

Derivative financial instruments

        —           340   

Financial liabilities at amortized cost

        

Long-term debt securities

     Ps. 2,600,000         Ps.           —           Ps.           —     

Current and long term bank loans

     3,950,465         1,719,474         1,854,476   

Accounts payable

     586,878         353,839         348,242   

Financial risk management objectives The Board of Directors is responsible for developing and monitoring the Company’s risk management policies.

The Company’s risk management policies are established to identify and analyze potential risks, to set appropriate limits and controls, to monitor such risk on an ongoing basis. Policies and risk management systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to develop an environment of disciplined and constructive control in which all employees understand their roles and obligations.

The Audit Committee of the Company supervises how management monitors compliance with policies, procedures and reviews risks that is appropriate to the risk management framework in relation to the risks faced by the Company. The Audit Committee is supported in its oversight role by the Company’s Internal Audit Function. Internal Audit performs routine and special reviews of controls and risk management procedures, and reports its results directly to the Audit Committee.

Credit risk – Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company and arises primarily for trade accounts receivable and the Company’s investments, including investment funds and derivative financial instruments.

 

    Accounts receivable and others – The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographic characteristics of its customers, including the default risk of the industry and country in which its customers operate, as these factors could also affect credit risk, particularly considering the recent economic downturn. The main source of income for the Company is the Passenger Charge Fees (Tarifa de Uso Aeroportuario, TUA) and leasing revenues from commercial areas in its airports. The TUA is charged to each departing passenger (except diplomat, infant or transit passenger), and is collected by the airlines and subsequently refunded to the airports. At December 31, 2015, 2014 and 2013 the revenues for TUA represented 55.3%, 60.8% and 58.8% of the total revenues, respectively. The leasing revenues from commercial areas are collected from other clients, which are not airline customers. Approximately 29.8%, 37.2% and 33.4% of the Company’s revenues in 2015, 2014 and 2013 are derived from the TUA collected by three major client airlines, which collect the TUA and remit it to the airports. However, geographically there is no credit risk concentration because airports are located in different cities in Mexico and Jamaica, and therefore if one airport has an operating problem the other airports would not be affected. Approximately 29.4%, 35.3% and 35.4% of aeronautical and non-aeronautical revenues earned during the periods ended December 31, 2015, 2014 and 2013 were generated by the Guadalajara airport. In addition, approximately 92.2%, 90.4% and 91.2% of aeronautical and non-aeronautical revenues earned during the periods ended December 31, 2015, 2014 and 2013, respectively, were generated by seven of the Company’s airports (Guadalajara, Tijuana, San Jose del Cabo, Puerto Vallarta, Montego Bay, Bajío and Hermosillo).

 

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The Company has a credit policy under which each new customer is analyzed individually for creditworthiness before offering the standard terms and conditions of payment and delivery of the services provided by the Company. The review of the Company includes external ratings, when they are available, and in some cases bank references. Every customer has established credit limits, which must be approved by the Company’s management and are reviewed periodically.

The Company has entered into agreements with all its airline customers to collect the TUA in Mexico, by who receive the payment for the use of the airport services on behalf of the airports. According to these agreements, each customer airline could have a grace period of up to a maximum of 60 days to reimburse to the airport the TUA paid by passengers. If an airline customer needed a credit term of up to 60 days, it must provide a guarantee to the airport covering this period, bond or cash equivalent of 30 days more than the estimated consumption for the credit period requested by that airline. In the case of insolvency of any airline or a notice by the authorities on suspension of operations, the Company may recover the pending amounts regarding TUA up to the value of the guarantee. In order to mitigate credit risk with its customers, mainly TUA, airlines have granted cash guaranties, which are reported as deposits received, in the consolidated statements of financial position, in addition to the cash guaranties of other commercial customers. At December 31, 2015, 2014 and 2013, the Company has customer deposits of Ps. 725,437 (Ps. 31,333 are from MBJA), Ps. 597,139 and Ps. 522,204, respectively. These deposits are considered long-term based on the duration of the contracts signed with these airlines and the expectation that they will maintain long-term operations at the Company’s airports.

When reviewing credit risk, management groups the Company’s clients according to their credit characteristics that include whether the customer is an individual or a corporation, if they are airline customers, commercial customers, age and the existence of previous financial difficulties.

The Company systematically and periodically reviews the aging and collection of trade accounts receivable, and recognizes an allowance for doubtful accounts when it has evidence that it is probable these accounts will not be recovered (Note 7).

 

    Financial instruments held for trading purposes – The Company limits its exposure to credit risk by investing in government-backed securities. Management constantly monitors credit ratings to anticipate any counterparty defaults.

 

    Liquid funds and derivative financial instruments – The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by recognized rating agencies.

Liquidity Risk The risk of liquidity represents the possibility that the Company will have difficulty to fulfill its obligations related with its financial liabilities that will be paid in cash or another financial asset. The Company focuses its liquidity management to ensure, as much as possible, that it will have sufficient liquidity to comply with its obligations at their maturity date, both in normal and in extraordinary conditions, without incurring in unacceptable losses or risking the reputation of the Company.

The Company utilizes its budget, prepared at a cost center level, to allocate resources to render its services, which helps to monitor cash flow requirements and to optimize the performance of its investments. Generally, the Company ensures availability of sufficient cash flows to cover operating expenses for a period of 60 days, including payment of its financial debt; this excludes the possible impact of extreme circumstances that are not reasonably predictable, such as natural disasters. The Company has external financing as described in Note 16 for compliance of its obligations under the MDP, whereas for other obligations it uses cash flows from operating activities and resources received at the maturity of its financial investments. As of December 31, 2015 the Company doesn’t have any unused lines of credit. As of December 31, 2014, the Company has available credit lines of Ps. 1,011,000.

 

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Following is a table with a summary of the Company’s contractual maturities for its financial liabilities, including the interest to be paid, as of December 31, 2015, 2014 and 2013:

 

     December 31, 2015  
     Weighted
average of
effective
interest rate
    Less than 1
month
     From 1 to 3
months
     From 3 months
to 1 year
     From 1 year to
5 years
     More than
5 years
     Total  

Long-term debt securities (fixed rate)

     Ps.  —         Ps.  —         Ps.  —         Ps.  —         Ps.  1,500,000       Ps.  1,500,000   

Long-term debt securities (variable rate)

       —           —           —           1,100,000         —           1,100,000   

Fixed rate loans

       516         1,569         201,860         31,709         5,529         241,183   

Variable rate bank loans

       —           3,286,442         38,715         358,316         25,809         3,709,282   

Fixed rate interest

     9.85     1,405         5,949         128,836         436,654         483,357         1,056,201   

Variable rate interest

     3.62     5,485         7,014         42,028         160,328         —           214,855   

Trade accounts payable

     N/A        196,757         240,481         —           —           —           437,238   

AMP

     N/A        —           —           149,637         —           —           149,637   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Ps.  204,163       Ps.  3,541,455       Ps.  561,076       Ps.  2,087,007       Ps.   2,014,695       Ps.  8,408,396   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Fixed rate bank loans

     Ps.  21,928       Ps.  —         Ps.  28,929       Ps.  9,643       Ps.  —         Ps.  60,500   

Fixed rate interest

     8.52     1,795         —           2,762         630         —           5,187   

Variable rate bank loans

       30,503         18,917         878,261         689,586         41,707         1,658,974   

Variable rate interest

     4.69     5,824         16,621         29,070         71,370         2,600         125,485   

Trade accounts payable

     N/A        133,619         95,263         —           —           —           228,882   

AMP

     N/A        —           —           124,957         —           —           124,957   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Ps.  193,669       Ps.  130,801       Ps.  1,063,979       Ps.  771,229       Ps.  44,307       Ps.  2,203,985   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
    

 

December 31, 2013

 
     Weighted
average of
effective
interest rate
    Less than 1
month
     From 1 to 3
months
     From 3 months
to 1 year
     From 1 year to
5 years
     More than
5 years
     Total  

Fixed rate bank loans

     Ps.  21,929       Ps.  21,429       Ps.  108,642       Ps.  60,500       Ps.  —         Ps.  212,500   

Fixed rate interest

     8.52     3,227         1,369         8,132         3,392         —           16,120   

Variable rate bank loans

       30,307         267,873         187,397         977,470         178,929         1,641,976   

Variable rate interest

     5.55     9,530         14,016         52,201         149,415         7,532         232,694   

Trade accounts payable

     N/A        72,443         162,413         10,992         —           —           245,848   

AMP

     N/A        —           —           102,394         —           —           102,394   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     Ps.  137,436       Ps.  467,100       Ps.  469,758       Ps.  1,190,777       Ps.  186,461       Ps.  2,451,532   
    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The interest payable from loans with variable interest rates was determined based on projected interest rates, plus the basis point adjustment corresponding to each bank loan.

Market risk – Is the risk that changes in market prices, such as exchange rates, interest rates and prices of equity instruments, may affect the amount of the Company’s financial instruments. The Company’s market risk management objectives include controlling the risk exposures between acceptable parameters, while optimizing profits.

The Company in certain cases enters into derivatives instrument contracts to manage market risks. These transactions are in-line within the policies established by management. The Company also applies hedge accounting to minimize the volatility in profit or loss associated with certain financial instruments.

 

    Foreign exchange risk – The Company is exposed to currency risk for its revenues and trade accounts receivable denominated in a currency other than the functional currency of the Company. The foreign currencies in which transactions are primarily denominated is the U.S. dollar (USD) (Note 30).

In Mexico, the tariffs to be charged to international passengers and international flights are published in the Official Journal (Diario Oficial de la Federación) in USD, however, in accordance with Mexican law these tariffs are billed and collected in Mexican pesos. A significant depreciation of the peso during the last two months in each year could lead to an increase in aeronautical revenues that could lead to exceed the maximum tariff per traffic unit allowed, which may be a breach of compliance with the Concession’s maximum rates of each airport. If a significant appreciation of the peso occurs, the Company may be required to provide discounts to avoid exceeding the maximum tariffs. On the other hand, a significant appreciation of the peso could lead to our rates substantially decreasing. The Company has no way to recover the lost revenue if it charges less than the maximum rate as a result of a significant appreciation of the peso.

 

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In MBJ, the tariffs to be charged to domestic and international passengers in USD, which they are composed for a fixed amount for 12 months (from April to March), and then updated for inflation in the United States. In April 2015, the new tariffs approved by the Airport Authority of Jamaica (AAJ) in November 2014 came into effect, where the increase in the rate for international passengers was USD$8.50 to USD$19.34 per person and domestic passengers tariffs remained of at USD$5.52 per person. Therefore, the Company’s revenues would not be exposed to a possible devaluation or appreciation of the Jamaican dollar against the US dollar.

While the Company can ensure that it does not exceed the maximum rates in Mexico as mentioned above, the depreciation of the Mexican peso can have a positive effect on commercial revenues and aeronautical revenues, while that appreciation of Mexican peso generally has a negative effect. The rates applied to international passengers, international flights and some of our commercial contracts are denominated in USD and are billed and collected in Mexican pesos translated at the average exchange rate of the previous month. Therefore, the depreciation of the peso against the dollar results in the Company obtaining more USD than before the depreciation, while the appreciation of the peso against the USD results in the Company obtaining less Mexican pesos. As the Mexican peso appreciates against the USD, the Company obtains fewer pesos which could result in a decreased in profit, especially if the appreciation continues or exceeds historical levels. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a consequence of the depreciation of the peso, or as a result of other factors.

In MBJA, expenses are comprised approximately 60% in USD, with the rest payable in Jamaican dollars. An appreciation of the Jamaican dollar would therefore increase expenses in USD terms.

Following is a sensitivity analysis of the Company financial assets and liabilities denominated in USD, if the peso were to depreciate or appreciate by 10%, which is the amount management considers reasonably possible of occurring at year end:

 

     USD amounts at
December 31, 2015
     Peso amounts at
exchange rate of
Ps. 17.2065
     Peso amounts if
exchange rate would
depreciate 10%
     Peso amounts if
exchange rate would
appreciate 10%
 

Thousands of U.S. dollars:

           

Financial assets:

           

Cash and cash equivalents

     8,907       Ps.   153,253       Ps.   168,579       Ps.   137,928   

Trade accounts receivable

     6,578         113,188         124,507         101,869   
  

 

 

    

 

 

    

 

 

    

 

 

 
     15,485         266,441         293,086         239,797   

Financial liabilities:

           

Accounts payable

     (96,887      (1,667,086      (1,833,799      (1,500,381

Loans

     (215,574      (3,709,283      (4,080,221      (3,338,364
  

 

 

    

 

 

    

 

 

    

 

 

 

Net liability position

     (296,976    Ps.  (5,109,928    Ps.  (5,620,934    Ps.  (4,598,948
  

 

 

    

 

 

    

 

 

    

 

 

 
     USD amounts at
December 31, 2014
     Peso amounts at
exchange rate of
Ps. 14.7180
     Peso amounts if
exchange rate would
depreciate 10%
     Peso amounts if
exchange rate would
appreciate 10%
 

Thousands of U.S. dollars:

           

Financial assets:

           

Cash and cash equivalents

     2,886       Ps.   42,473       Ps.   46,720       Ps.   38,226   

Trade accounts receivable

     1,829         26,922         29,614         24,229   
  

 

 

    

 

 

    

 

 

    

 

 

 
     4,715         69,395         76,334         62,455   

Financial liabilities:

           

Accounts payable

     (168      (2,472      (2,718      (2,224
  

 

 

    

 

 

    

 

 

    

 

 

 

Net asset position

     4,547       Ps.   66,923       Ps.   73,616       Ps.   60,231   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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    USD amounts at
December 31, 2013
    Peso amounts at
exchange rate of
Ps. 13.0765
    Peso amounts if
exchange rate would

depreciate 10%
    Peso amounts if
exchange rate would

appreciate 10%
 

Thousands of U.S. dollars:

       

Financial assets:

       

Cash and cash equivalents

    181      Ps.   2,366      Ps.   2,603      Ps.   2,130   

Financial investments held for trading purposes

    31,387        410,433        451,478        369,391   

Trade accounts receivable

    1,134        14,826        16,310        13,344   
 

 

 

   

 

 

   

 

 

   

 

 

 
    32,702        427,625        470,391        384,865   

Financial liabilities:

       

Accounts payable

    (237     (3,097     (3,402     (2,784
 

 

 

   

 

 

   

 

 

   

 

 

 

Net asset position

    32,465      Ps.   424,528      Ps.   466,989      Ps.   382,081   
 

 

 

   

 

 

   

 

 

   

 

 

 

Interest rate risk – The Company is exposed to fluctuation in interest rates on financial instruments, such as investments, loans and debt issuances. The Company monitors its interest rate risk and when bank loans are entered into with variable interest rates, it determines whether it should enter into derivative financial instruments, in order to reduce its exposure to the risk of volatility in interest rates. The negotiation with derivative financial instruments is only entered into with institutions of high repute and credit rating. The Company does not enter into operations for speculative purposes.

Fluctuations in interest rates impact primarily loans, changing either their fair value (fixed rate debt) or their future cash flows (variable rate debt). Management does not have a formal policy to determine how much exposure the Company should have to fixed or variable rates. However, when getting new loans, management uses its judgment to decide if it believes that a fixed or variable rate would be more favorable during the term of the loan.

The following sensitivity analysis has been determined based on the exposure to interest rates for both derivatives and non-derivative financial instruments at the end of the reporting period. For loans with variable interest rates, an analysis is prepared assuming the amount of liability outstanding at the end of the reporting period under review has been the current liability for the year. The sensitivity analysis used assumes an increase or decrease of 100 basis points, which is the change management considers reasonably possible of occurring at year end.

The Company has financial debt denominated in pesos and U.S. dollars, which accrues interest at a variable rate based on TIIE 28-days, LIBOR 30-days in Mexico and LIBOR GRA in MBJA, respectively. If the date of year end 2015, variable interest rates to which the Company is exposed had been 100 basis points higher or lower than the interest rate at year-end with the other variables remaining constant, the effect on net income and stockholders’ equity for the years ended December 31, 2015, 2014 and 2013 would be as follows:

 

     2015      2014      2013  

Effect in case of interest rate increase in 100 basis points

        

Variable rate debt

   Ps.  (40,370    Ps.   (6,794    Ps.   (10,491
  

 

 

    

 

 

    

 

 

 

Effect in case of interest rate decrease in 100 basis points

        

Variable rate debt

   Ps.   40,370       Ps.   6,794       Ps.   10,491   
  

 

 

    

 

 

    

 

 

 

Until February 2014, the Company had contracted hedges of derivative financial instrument interest rate caps (CAPs), whereby it agreed to exchange the difference between the amounts of the variable interest rate calculated over the principal amounts of the hedged items associated with its variable rate debt instruments. These contracts allowed the Company to hedge the cash flow exposures on debt contracted at variable interest rates.

 

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Capital Management – The policy of the Board of Directors of the Company is to maintain a strong capital position to provide confidence to its investors, creditors, and the market and to sustain future development of the business. The Board of Directors monitors the return on equity, which the Company defines as result from net profit divided by total stockholders’ equity.

The Board of Directors seeks to maintain the optimal balance for the ratio between total liabilities and stockholders’ equity, which may result from increased levels of bank loans up to the financial structure that it deems optimal, therefore, management seeks authorization from the Board of Directors for any additional debt issuances or for the prepayment of debt. While total liabilities grow in relation to equity and net profit continues to increase, the Company will generate higher returns on capital. The Company has no obligation to maintain a ratio of equity to total liabilities in particular.

Following is the ratio of stockholders’ equity to total liabilities of the Company at the end of the reporting period:

 

     2015      2014      2013  

Stockholders’ equity –controlling interest

   Ps.   21,191,560       Ps.   21,285,891       Ps.   22,212,711   

Total liabilities

     9,317,356         3,000,316         3,021,889   

Ratio of total stockholders’ equity to liabilities

     2.3         7.1         7.4   

The Company may elect to repurchase its own shares in the stock market, under the following terms and conditions:

 

    The acquisition has to be approved previously at a Stockholders Meeting and be at market price (except in the case of public offerings or auctions authorized by the stock market).

 

    If the acquisition is made the Company reduces stockholders’ equity and reflects the acquisition within the repurchased shares account. If the Company decides to cancel the shares it reduces common stock accordingly.

 

    Announcing the amount of common stock issued and paid when determining the authorized stock, for repurchase. The Ordinary Stockholders Meeting shall expressly agree, for each year, the maximum amount of funds that may be used for the repurchase of the Company’s shares, with the only limitation that the sum of the resources that can be used for this purpose, in no event shall exceed the total balance of retained earnings of the Company.

Repurchased shares are not subject to vote at the Company’s Stockholders Meeting, do not provide rights or economic benefits and are also not considered when determining a quorum to vote.

During the year, there was no change in the Company’s capital management policy. The Company is not subject to externally equity requirements, except for those corresponding to the minimum common stock required by Mexican Companies Law (Ley General de Sociedades Mercantiles).

Fair value of the financial instruments – Except for loans and debt securities, management believes the carrying amounts of financial assets and financial liabilities, recognized at amortized cost in the financial statements, approximate their fair value due to their short-term maturities.

As of December 31, 2015, 2014 and 2013, the fair value of financial liabilities recognized at amortized cost was Ps. 6,568,634, Ps. 1,702,710 and Ps. 1,817,414, respectively, while their book value is Ps. 6,550,465, Ps. 1,719,474 and Ps. 1,854,476, respectively. The fair value of loans are determined in accordance with generally accepted pricing models based on discounted cash flow analysis.

The fair value of financial assets and liabilities is determined as follows:

 

    Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);

 

    Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and

 

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    Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3)

 

    Financial instruments recognized at fair value, are categorized according to the fair value hierarchy into levels 1 to 3 based on the degree to which their fair value is objectively observable, are:

 

    Financial instruments classified as FVTPL – Are classified within Level 1 of the fair value hierarchy.

 

    Derivative financial instruments – Are classified within Level 2 of the fair value hierarchy.

 

6. Cash and cash equivalents

As of December 31, 2015, 2014 and 2013, the balances are comprised of the following:

 

     December 31,
2015
     December 31,
2014
     December 31,
2013
 

Cash

   Ps.   1,171,725       Ps.   140,638       Ps.   119,136   

Overnight investments of cash surpluses

     1,824,774         1,454,864         2,040,879   

Cash equivalents designated for expenditure, held in trust

     —           —           8,172   
  

 

 

    

 

 

    

 

 

 
   Ps.   2,996,499       Ps.   1,595,502       Ps.   2,168,187   
  

 

 

    

 

 

    

 

 

 

 

7. Trade accounts receivable

As of December 31, 2015, 2014 and 2013, trade accounts receivable are comprised of the following:

 

     December 31,
2015
     December 31,
2014
     December 31,
2013
 

Trade accounts receivable

   Ps.   295,611       Ps.   490,579       Ps.   372,497   

Allowance for doubtful accounts

     (136,415      (152,998      (164,982
  

 

 

    

 

 

    

 

 

 
   Ps.   159,196       Ps.   337,581       Ps.   207,515   
  

 

 

    

 

 

    

 

 

 

Accounts receivable include balances to be reimbursed to the Company by domestic and international airlines for passenger charges fees (TUA) of Ps. 170,541, Ps. 257,605 and Ps. 202,464 as of December 31, 2015, 2014 and 2013, respectively. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.

The movements in the allowance for doubtful accounts are recorded under cost of services in the consolidated statement of profit or loss and other comprehensive income.

 

     2015      2014      2013  

Beginning balance

   Ps.  (152,998    Ps.  (164,982    Ps.  (226,005

Bad debt expense

     (15,285      (15,056      (11,758

Write-offs

     9,905         6,466         11,282   

Reversal of bad debts

     24,891         20,574         61,499   

Increased for MBJA´s consolidation

     (2,928      —           —     
  

 

 

    

 

 

    

 

 

 

Ending balance

   Ps.  (136,415    Ps.  (152,998    Ps.  (164,982
  

 

 

    

 

 

    

 

 

 

The allowance for doubtful accounts is comprised of customer balances that are in litigation or bankruptcy process and legal proceedings, which at the date of the consolidated financial statements are not yet completed. As of December 31, 2015, 2014 and 2013 these balances amounted to Ps. 110,442, Ps. 77,137 and Ps. 98,026, respectively. The allowance also includes customer balances in arrears in their payments and that are in a process of regularization; therefore they have not been sued. At December 31, 2015, 2014 and 2013 the amount of these balances amounted to Ps.25,973, Ps.75,861 and Ps. 66,956, respectively. During 2015, 2014 and 2013, the Company recorded reversals of bad debt of the balances that were in a legal process with an unfavorable outcome for the Company. The amount of these bad debt expense totaled Ps. 24,891, Ps. 20,574 and Ps. 61,499, respectively also decreasing the balance of accounts receivable. The reversal of bad debts had no effect on the operating results of the Company during 2015, 2014 and 2013. There are other cancellations of write-off for customers that were in arrears in their payments, but were paid in 2015, 2014 and 2013 for Ps. 9,905, Ps. 6,466 and Ps. 11,282, respectively.

 

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Following are past due balances of accounts receivable, for which there has not been a provision of allowance for doubtful accounts, according to the Company’s policy and their maturity date:

 

     December 31,
2015
     December 31,
2014
     31 de diciembre
de 2013
 

Accounts receivables past due from 1 to 30 days

   Ps.   52,833       Ps.   15,619       Ps.   20,600   

Accounts receivables past due 31 to 60 days

     8,290         7,051         4,475   

Accounts receivables past due 61 to 90 days

     4,292         3,257         1,009   

Accounts receivables past due more than 90 days

     1,834         29         121   
  

 

 

    

 

 

    

 

 

 
   Ps.   67,249       Ps.   25,956       Ps.   26,205   
  

 

 

    

 

 

    

 

 

 

Following is the percentage of the main clients of the Company with relation to the total of the trade accounts receivable, segregating the accounts receivable of airport services (SAE) and the passengers charges (TUA) that corresponds to the amounts that airlines recover from passengers on behalf of the Company and subsequently pay:

 

     December 31, 2015     December 31, 2014     December 31, 2013  
     % de TUA
to be paid
    % de TUA
to be paid
    % receivable
of SAE
    % receivable
to SAE
    % de TUA
to be paid
    % receivable
of SAE
 

Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.

     23.0     15.8     3.4     3.9     9.6     7.5

ABC Aerolíneas, S.A. de C.V.

     6.4     5.7     2.1     1.2     5.8     4.8

Aerovías de México, S.A. de C.V.

     4.9     7.4     2.2     1.5     4.0     2.3

Aerolitoral, S. A. de C. V.

     7.9     5.9     1.7     0.7     5.7     1.0

The Company has cash, bonds and goods that guarantee certain amounts from TUA as well as accounts receivable from clients as of December 31, 2015, 2014 and 2013. These guarantees could be applied to any unpaid balance in case of a breach from clients and under certain circumstances.

 

8. Machinery, equipment and improvements on leased buildings

As of December 31, 2015, 2014 and 2013, the machinery, equipment and improvements on leased buildings are comprised as follows:

 

     Balance as of
January 1,

2015
    Additions     Divestitures     Currency
translation
effect
    Balance as of
December 31,
2015
 

Investment:

          

Machinery and equipment

   Ps.  1,182,501      Ps.  670,607      Ps . (9,306   Ps.  63,429      Ps . 1,907,231   

Office furniture and equipment

     143,538        27,737        (435     3,848        174,688   

Computer equipment

     303,645        193,369        (972     12,331        508,373   

Transportation equipment

     27,734        13,253        (4,984     844        36,847   

Communication equipment

     19,542        9,316        (330     —          28,528   

Improvements on leased buildings

     16,473        —          —          —          16,473   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment

     1,693,433        914,282        (16,027     80,452        2,672,140   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated depreciation:

          

Machinery and equipment

     (536,137     (123,293     7,337        (29,543     (681,636

Office furniture and equipment

     (84,697     (12,636     435        (3,232     (100,130

Computer equipment

     (219,851     (65,456     972        (9,313     (293,648

Transportation equipment

     (25,564     (1,783     4,984        (809     (23,172

Communication equipment

     (10,723     (2,515     126        —          (13,112

Improvements on leased buildings

     (3,808     (1,041     —          —          (4,849
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total accumulated depreciation

     (880,780     (206,724     13,854        (42,897     (1,116,547
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net amounts

   Ps. 812,653      Ps. 707,558      Ps . (2,173   Ps.   37,555      Ps . 1,555,593   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     Balance as of
January 1,

2014
     Additions      Divestitures      Balance as of
December 31,

2014
 

Investment:

           

Machinery and equipment

   Ps.   1,133,285       Ps.   60,052       Ps.  (10,836    Ps.   1,182,501   

Office furniture and equipment

     144,652         10,339         (11,453      143,538   

Computer equipment

     311,065         44,357         (51,777      303,645   

Transportation equipment

     27,249         1,162         (677      27,734   

Communication equipment

     17,702         2,231         (391      19,542   

Improvements on leased buildings

     10,413         6,060         —           16,473   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment

   Ps.   1,644,366       Ps.   124,201       Ps.  (75,134    Ps.   1,693,433   
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation:

           

Machinery and equipment

   Ps.  (443,718    Ps.  (102,813    Ps.   10,394       Ps.  (536,137

Office furniture and equipment

     (79,406      (16,485      11,194         (84,697

Computer equipment

     (211,568      (58,967      50,684         (219,851

Transportation equipment

     (24,461      (1,781      678         (25,564

Communication equipment

     (8,916      (2,109      302         (10,723

Improvements on leased buildings

     (2,756      (1,052      —           (3,808
  

 

 

    

 

 

    

 

 

    

 

 

 

Total accumulated depreciation

   Ps.  (770,825    Ps.  (183,207    Ps.   73,252       Ps.  (880,780
  

 

 

    

 

 

    

 

 

    

 

 

 

Net amounts

   Ps.   873,541       Ps.  (59,006    Ps.  (1,882    Ps.   812,653   
  

 

 

    

 

 

    

 

 

    

 

 

 
     Balance as of
January 1,

2013
     Additions      Divestitures      Balance as of
December 31,
2013
 

Investment:

           

Machinery and equipment

   Ps.   1,101,715       Ps.   42,834       Ps.  (11,264    Ps.   1,133,285   

Office furniture and equipment

     138,354         9,511         (3,213      144,652   

Computer equipment

     280,670         37,866         (7,471      311,065   

Transportation equipment

     31,529         370         (4,650      27,249   

Communication equipment

     15,597         2,369         (264      17,702   

Improvements on leased buildings

     10,207         206         —           10,413   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total investment

   Ps.   1,578,072       Ps.   93,156       Ps.  (26,862    Ps.   1,644,366   
  

 

 

    

 

 

    

 

 

    

 

 

 

Accumulated depreciation:

           

Machinery and equipment

   Ps.  (354,840    Ps.  (96,155    Ps.   7,277       Ps.  (443,718

Office furniture and equipment

     (70,579      (11,591      2,764         (79,406

Computer equipment

     (165,508      (51,578      5,518         (211,568

Transportation equipment

     (26,462      (2,649      4,650         (24,461

Communication equipment

     (7,465      (1,630      179         (8,916

Improvements on leased buildings

     (1,753      (1,003      —           (2,756
  

 

 

    

 

 

    

 

 

    

 

 

 

Total accumulated depreciation

   Ps.  (626,607    Ps.  (164,606    Ps.   20,388       Ps.  (770,825
  

 

 

    

 

 

    

 

 

    

 

 

 

Net amounts

   Ps.   951,465       Ps.  (71,450    Ps.  (6,474    Ps.   873,541   
  

 

 

    

 

 

    

 

 

    

 

 

 

Additions for investment and depreciation of machinery and equipment and improvements on leased buildings in 2015 include assets acquired as of April 1, 2015 by business combination whose fair value at the acquisition date is shown below:

 

     Net amounts  

Machinery and equipment

   Ps.   342,961   

Office furniture and equipment

     6,498   

Computer equipment

     31,626   

Transportation equipment

     342   
  

 

 

 

Total

   Ps.   381,427   
  

 

 

 

 

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Table of Contents

During the years ended December 31, 2014 and 2013 no purchases of machinery and equipment and improvements on leased buildings by business combination took place.

As of December 31, 2015, 2014 and 2013, the net balances of machinery, equipment and improvements on leased buildings are:

 

     December 31, 2015                       
     Balance Mexican
operations
     Balance foreign
operations
     December 31,
2015
     December 31,
2014
     December 31,
2013
 

Net amounts:

              

Machinery and equipment

   Ps.   888,011       Ps.   337,584       Ps.   1,225,595       Ps.   646,364       Ps.   689,567   

Office furniture and equipment

     69,089         5,469         74,558         58,841         65,246   

Computer equipment

     185,701         29,024         214,725         83,794         99,497   

Transportation equipment

     12,442         1,233         13,675         2,170         2,788   

Communication equipment

     15,416         —           15,416         8,819         8,786   

Improvements on leased buildings

     11,624         —           11,624         12,665         7,657   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total amounts

   Ps.   1,182,283       Ps.   373,310       Ps.   1,555,593       Ps.   812,653       Ps.   873,541   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The Company has several buildings under operating leasing for office use. In Notes 27.a and 32, the costs and obligations under these leases are disclosed.

 

9. Improvements to concession assets

As of December 31, 2015, 2014 and 2013, the improvements to concession assets are comprised as follows:

 

     Balance as of
January 1,

2015
    Additions     Divestitures      Transfers     Currency
translation
effect
    Balance as of
December 31,
2015
 

Investment:

             

Improvements to concession assets

   Ps.   7,019,188      Ps.   2,278,944      Ps.   —         Ps.   368,575      Ps.   242,677      Ps.   9,909,384   

Construction in-progress

     203,950        609,743        —           (368,575     806        445,924   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total investment

     7,223,138        2,888,687        —           —          243,483        10,355,308   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Accumulated amortization

     (2,074,707     (934,177     —           —          (52,106     (3,060,990
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Net amounts

   Ps.   5,148,431      Ps.   1,954,510      Ps.  —         Ps.  —        Ps.   191,377      Ps  7,294,318   
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

     Balance as of
January 1,

2014
    Additions     Divestitures     Transfers     Balance as of
December 31,
2014
 

Investment:

          

Improvements to concession assets

   Ps.   6,346,319      Ps.   57,998      Ps.  (17,141   Ps.   632,012      Ps.   7,019,188   

Construction in-progress

     367,598        468,364        —          (632,012     203,950   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment

   Ps.   6,713,917      Ps.   526,362      Ps.  (17,141   Ps.   —        Ps.   7,223,138   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated amortization

   Ps.  (1,711,250   Ps.  (380,598   Ps.   17,141      Ps.   —        Ps.  (2,074,707
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net amounts

   Ps.   5,002,667      Ps.   145,764      Ps.   —        Ps.   —        Ps.   5,148,431   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents
     Balance as of
January 1,

2013
    Additions     Divestitures     Transfers     Balance as of
December 31,
2013
 

Investment:

          

Improvements to concession assets

   Ps.   6,005,670      Ps.   97,155      Ps.   (13,591   Ps.   257,085      Ps.   6,346,319   

Construction in-progress

     168,316        456,877        (510     (257,085     367,598   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total investment

   Ps.   6,173,986      Ps.   554,032      Ps.   (14,101   Ps.   —        Ps.   6,713,917   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Accumulated amortization

   Ps.   (1,363,836   Ps.   (351,332   Ps.   3,918      Ps.   —        Ps.    (1,711,250
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net amounts

   Ps.   4,810,150      Ps.   202,700      Ps.  (10,183   Ps.   —        Ps.   5,002,667   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Additions for investment and depreciation of machinery and equipment and improvements on leased buildings in 2015 include assets acquired as of April 1, 2015 by business combination, whose fair value at the acquisition date is shown below:

 

     Investment      Amortization      Net amounts  

Improvements to concession assets

   Ps.   2,264,602       Ps.   (462,719    Ps.   1,801,883   

Construction in-progress

     7,523         —           7,523   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.   2,272,125       Ps.   (462,719    Ps.   1,809,406   
  

 

 

    

 

 

    

 

 

 

During the years ended December 31, 2014 and 2013 no acquisitions of improvements to concession assets by business combination took place.

At December 31, 2015, 2014 and 2013, the net amounts of improvements to concession assets are:

 

     Balance
Mexican
operations
     Balance foreign
operations
     Total balance as
of December 31,
2015
     Balance as of
December 31,
2015
     Balance as of
December 31,
2014
 

Net amounts:

              

Improvements to concession assets

   Ps.   4,876,173       Ps.   1,972,221       Ps.   6,848,394       Ps.   4,944,481       Ps.   4,635,069   

Construction in-progress

     429,809         16,115         445,924         203,950         367,598   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total amounts

   Ps.   5,305,982       Ps.   1,988,336       Ps.   7,294,318       Ps.   5,148,431       Ps.   5,002,667   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Improvements to concession assets are comprised by intangible assets from additions and improvements to such assets in accordance with IFRIC 12, as well as other investments that have been carried out to the infrastructure of the airports qualifying as intangible assets, and even when they are not in committed investments in the MDP.

As of December 31, 2015, 2014 and 2013, the balance of machinery, equipment, improvements on leased buildings and improvements to concession assets includes investments pending to be paid of Ps. 221,151, Ps. 86,383 and Ps. 135,386, respectively. Construction in-progress relates mainly to the expansion of the terminal building at the Guadalajara airport, improvements to terminal building and runways at the San Jose del Cabo airport and improvements to roads and terminal building in Tijuana airport. As of December 31, 2015, 2014 and 2013, the cumulative net amount capitalized was Ps. 186,834, Ps. 185,797 and Ps. 166,610, respectively, with a capitalization rate of 4.6%, 4.8% and 1.3%, respectively. During 2015, 2014 and 2013, the Company capitalized borrowing costs of Ps. 1,037, Ps. 19,187 and Ps. 4,703, respectively.

 

10. Airport concessions

 

  a. Mexican Concessions

As described in Note 1.a, the Mexican Government granted concessions to manage, operate and develop 12 airports, and benefit from the use of the airport facilities over a 50-year term beginning November 1, 1998. The value of airport concessions and rights to use airport facilities was determined as explained in Note 1.a, and paid by GAP through the issuance of shares to the Mexican Government.

 

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Table of Contents

The table below shows the values of airport concessions and rights to use airport facilities as of December 31, 2015, 2014 and 2013:

 

Acquisition cost assigned to:

   Ps.   15,938,359   
  

 

 

 

Rights to use airport facilities (Note 11):

  

Runways, aprons, platforms

   Ps.   519,057   

Buildings

     577,270   

Other facilities

     91,241   

Land

     930,140   
  

 

 

 
     2,117,708   

Airport concessions

     13,820,651   
  

 

 

 
   Ps.   15,938,359   
  

 

 

 

The original amortization term for the concessions is 49 years. As mentioned in Note 1.a, the concession value was assigned in August 1999, date in which the amortization term began, and will run through November 2048.

Each airport concession agreement contains the following terms and basic conditions:

 

    The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its MDP, and to provide airport, complementary and commercial services. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP. The Company’s investment plans under the MDP must be updated every five years starting from 2000 and approved by the SCT. During December 2009, the SCT authorized the Company’s MDP update for the five-year period from 2015 to 2019.

 

    The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and will be subject to inspections by the SCT.

 

    The concessionaire must pay a tax for the use of the assets under concession (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

 

    The concessionaire assumed ASA’s rights and obligations derived from airport-related agreements with third parties.

 

    ASA has the exclusive right to supply fuel for consumption at the airport.

 

    The concessionaire must grant free access to specific airport areas to certain Mexican Government agencies (such as customs and immigration) so that they may carry out their activities within the airport.

 

    According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SCT has applied sanctions in three different instances with respect to the same concession term.

 

    The SCT may modify concession terms and conditions that regulate the Company’s operations.

 

    The concession may be renewed in one or more instances, for terms not to exceed an additional 50 years.

 

  b. Sangster Internacional Airport (MBJ)

As disclosed in Note 1.a, the Company acquired DCA in 2015, which holds a 74.5% stake in MBJA in 2015, located in Montego Bay, Jamaica. MBJA has a concession to operate, maintain and operate the airport for a period of 30 years as of April 3, 2003.

 

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Table of Contents

The concession of MBJ contains the following terms and conditions:

 

    On April 2003, MBJ entered into a concession agreement with AAJ pursuant to which AAJ granted MBJA the right to rehabilitate, develop, operate and maintain MBJ. MBJA is thereby designated as the approved airport operator and permitted to undertake the functions of AAJ, relative to SIA. The agreement was amended on December 16, 2005 and further amended on April 12, 2006.

 

    The concession agreement requires MBJA to provide the airport services set out therein at MBJ.

 

    Through its concession agreement, MBJA is obliged to pay AAJ a monthly concession fee on the basis of traffic units (passengers) multiplied by the rate established in the concession. The rate is subject to annual adjustment according to the National Consumer Price Index in the United States (CPI).

 

    The concession agreement is governed by Jamaican laws and MBJA cannot assign its rights or obligations under the agreement (except by way of security for indebtedness, without the prior written consent of AAJ).

 

    AAJ can terminate the concession agreement in an event of default of MBJA including insolvency of MBJA or its shareholders (if the latter would have a material adverse effect on MBJA), cessation of business, material breach by MBJA of the concession agreement including non-payment of any amount due within 60 days after the due date, change of control, bribery or corruption or failure by the shareholders to provide equity funding required by applicable documents. Also, MBJA may terminate the concession agreement in the event of a material breach by AAJ which has a material adverse effect on the business of MBJ or expropriation or other material adverse action by the Jamaican Government.

The value of the concessions at December 31, 2015, 2014 and 2013 is as follows:

 

     December 31, 2015     December 31, 2014     December 31, 2013  

Mexican airport concession

   Ps.   13,820,651      Ps.   13,820,651      Ps.   13,820,651   

Other airport concession (fair value on date of acquisition in USD$176,086,000)

     3,029,824        —          —     

Amortization

     (4,610,308     (4,209,355     (3,925,305
  

 

 

   

 

 

   

 

 

 
   Ps.   12,240,167      Ps.   9,611,296      Ps.   9,895,346   
  

 

 

   

 

 

   

 

 

 

Amortization recognized for the years ended December 31, 2015, 2014 and 2013, amounts to Ps. 400,953, Ps. 284,050 and Ps. 284,076, respectively.

 

11. Rights to use airport facilities

The value of the rights to use airport facilities at December 31, 2015, 2014 and 2013 was as follows only Mexican airports:

 

     December 31,2015      December 31,2014      December 31,2013  

Rights to use airport facilities

   Ps.   2,117,708       Ps.   2,117,708       Ps.   2,117,708   

Less—accumulated amortization

     (1,017,314      (960,615      (903,916
  

 

 

    

 

 

    

 

 

 
   Ps.   1,100,394       Ps.   1,157,093       Ps.   1,213,792   
  

 

 

    

 

 

    

 

 

 

Amortization recognized for the years ended December 31, 2015, 2014 and 2013 amounted to Ps. 56,699 in each year.

 

12. Other acquired rights

At December 31, 2015, 2014 and 2013 the other acquired rights correspond to payments made by the Company after the date the concessions were granted, in order to early-terminate certain long-term leases contracts that existed at that time between ASA and third-party leaseholders in Mexican airports. The rights acquired are comprised as follows:

 

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Table of Contents
     December 31, 2015      December 31, 2014      December 31, 2013  

Right to operate the charter and general aviation terminal and FBO at Los Cabos airport terminal

   Ps.   344,443       Ps.   344,443       Ps.   344,443   

Right to operate commercial space at Tijuana airport

     15,935         15,935         15,935   

Right to operate various space at Puerto Vallarta airport

     309,616         309,616         309,616   

Right to operate commercial space at Guadalajara airport

     93,560         93,560         93,560   

Right to operate various parking lots

     5,673         5,673         5,673   
  

 

 

    

 

 

    

 

 

 
     769,227         769,227         769,227   

Less – accumulated amortization

     (220,840      (204,143      (187,446
  

 

 

    

 

 

    

 

 

 
   Ps.   548,387       Ps.   565,084       Ps.   581,781   
  

 

 

    

 

 

    

 

 

 

Amortization recognized for the years ended December 31, 2015, 2014 and 2013 amounted to Ps. 16,697, in each year. These assets have a useful life until the end of the concession, as its use and operation will continue until the term expires.

 

13. Income taxes

The Company is subject to income taxes, according to the tax laws in Mexico, Spain and Jamaica.

Current income taxes – The income taxes rate was 30% for 2014, 2015 and the next years will continue the same tax rate for the Mexicans companies. The tax rate for MBJ is 25% in Jamaica and for the subsequent years will continue with the same tax rate and for DCA is 28% tax rate in Spain, and will be 25% in subsequent years.

To determine deferred income taxes at December 31, 2015, 2014 and 2013 the Company applied the applicable tax rates to temporary differences based on their estimated reversal dates.

 

  a. Recoverable income taxes paid on dividends – Dividends paid to stockholders which are not derived from the net tax income account (CUFIN) generate current income taxes, which can be credited against the taxes of the Company during the year of the dividend payment and the two subsequent years.

 

  b. Recoverable taxes – In the regular course of operations, the Company generates receivable balances by the overpayment of taxes payable, according to the calculation mechanism established in the Tax Law, which are recoverable through tax returns or offsetting. The main recoverable taxes are ISR, IMPAC and IVA.

In 2003, the Company filed a request with the tax authorities regarding the confirmation of the criteria with respect to the basis that the Company could use to calculate IMPAC, which included all airports and GAP. In this request, the Company requested that such calculation, based on the interpretations of tax law as published by the Mexican Treasury Department, should only take into account the amount effectively paid by AMP for the shares of the Company that was reflected in the assets in each concession acquired through the bidding process.

After several legal procedures, on August 29, 2006, the Mexican Treasury Department confirmed the criteria for the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports, reducing the asset tax basis for these airports. Thus, for these airports, the base used to calculate tax on assets considers only the amount effectively paid by AMP for its 15% of the shares of the Company. This generated a recoverable tax as of December 31, 2006 for Ps. 190,537, plus Ps. 18,026 of interest, for a total recoverable asset of Ps. 208,563, recognized within the current recoverable income tax asset.

 

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As of December 31, 2014, the remaining portion pending to be recovered corresponds to the Hermosillo airport for Ps. 28,501 (values updated). The tax authorities determined that recoverable amount should be the result of the ISR calculation for the year and not be treated as an overpayment of taxes for the year. The risk with the resolution criteria is that the right to receive the refund of the amounts claimed will expire, as well as the favorable interest being sought by the Company. In a resolution dated October 25, 2013, the Company received a favorable ruling, however the authority filed for a review. On September 3, 2014 the Federal Tax and Administrative Judicial Tribunal (TFJFA) declared final judgment, which states that the authority has to return the amount of the refund and update the claim amount. On January 29, 2015 the Company received partial refund of Ps.9,595 including interest, however, the TFJFA failed to rule on the accrued interest, therefore a judgment for recovery will be presented and the process will continue.

The balances of recoverable taxes are comprised as follows:

 

     December 31,2015      December 31,2014      December 31,2013  

Recoverable taxes:

        

IMPAC

   Ps.   70,398       Ps.   79,306       Ps.   33,893   

ISR

     47,383         27,882         23,016   

Value added tax

     35,179         —           5,601   

Tax to cash deposits

     1,521         1,521         3,303   

Business flat tax (IETU)

     5,064         5,569         1,986   

Withholding taxes

     14,977         8,819         10,559   

Other

     1,056         1,519         4,488   
  

 

 

    

 

 

    

 

 

 
   Ps.   175,578       Ps.   124,616       Ps.   82,846   
  

 

 

    

 

 

    

 

 

 

 

  c. Income Tax – Income tax expense for the years ended at December 31, 2015, 2014 and 2013 consists of the following:

 

     2015      2014      2013  

ISR:

        

Current

   Ps.   1,018,647       Ps.   727,923       Ps.   644,932   

Deferred

     (182,717      (245,929      (577,016

Cancellation of unrecoverable tax on dividends

     11,379         32,585         —     

IETU:

        

Current

     —           —           8,633   

Deferred

     —           —           (761
  

 

 

    

 

 

    

 

 

 
   Ps.   847,309       Ps.   514,579       Ps.   75,788   
  

 

 

    

 

 

    

 

 

 

 

  d. Effective tax rate – The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the years ended December 31, 2015, 2014 and 2013 is shown below:

 

     %     2015     %     2014     %     2013  

Income before income taxes

     Ps.   3,618,086        Ps.   2,757,099        Ps.   2,322,018   

Income tax by applying the weighted average statutory rate

     29.5     1,067,335        30     827,130        30     696,605   

Effects of tax inflation

     (6.1 %)      (220,630     (13 %)      (345,845     (16 %)      (371,523

Cancellation of non-recoverable ISR from dividends

     0.3     11,379        1     32,585        —          —     

Effects of change in tax rate

     —          —          —          —          (9 %)      (199,048

Effect of change in tax depreciation rates of the Concession

     —          —          —          —          (2 %)      (44,437

Other

     (0.3 %)      (10,775     1     709        (0 %)      (5,809
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effective tax rate

     23.4   Ps.   847,309        19   Ps.   514,579        3   Ps.   75,788   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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  e. Assets and liabilities Deferred income tax recognized –

Deferred taxes are presented according to the origin of the operations of the individual subsidiaries of the Company as IAS - 12 Income taxes does not allow the offsetting of taxes in accordance with the following:

An entity shall offset deferred tax assets are tax deferred tax liabilities if, and only if:

 

  (a) It has a legally enforceable right to set off the tax authority, the amounts recognized in these items; and

 

  (b) deferred tax assets and deferred tax liabilities arising from profit tax corresponding to the same fiscal authority, which fall on:

 

  (i) the same company or individual tax; or

 

  (ii) different companies or individuals for tax purposes that seek to either liquidate assets and current tax liabilities on a net basis, or to realize the assets and settle the liabilities simultaneously, in each future period in which expected to be settled or recovered significant amounts of assets or liabilities for deferred taxes.

The deferred income tax are from Mexico subsidiaries:

 

     Assets  
     2015      2014      2013  

Deferred ISR asset:

        

Allowance for doubtful accounts

   Ps.   34,813       Ps.   40,020       Ps.   43,222   

Machinery and equipment

     30,017         29,459         25,954   

Improvements to concession assets

     372,266         345,242         294,130   

Airport concessions and rights to use airport facilities

     4,046,418         4,009,860         3,830,501   

Other acquired rights

     111,492         108,737         100,816   

Derivative financial instruments

     —           —           17   

Other assets

     (121      583         1,421   

Tax loss carryforwards

     137,330         55,685         52,775   

Employee benefits

     25,701         24,005         21,190   

Provisions

     7,251         4,482         11,930   

Recoverable tax on assets

     168,054         233,091         291,731   
  

 

 

    

 

 

    

 

 

 

Deferred income tax asset

   Ps.   4,933,221       Ps.   4,851,164       Ps.   4,673,687   
  

 

 

    

 

 

    

 

 

 

 

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The net deferred tax liability corresponds to the subsidiary in Jamaica:

 

     2015  

Deferred tax liability (asset):

  

Trade receivables

   Ps.   (2,158

Machinery and equipment

     (100,485

Improvements to concession assets

     (1,908

Airport concessions

     (728,231

Provisions

     13,903   
  

 

 

 

Deferred tax liability

   Ps.   (818,879
  

 

 

 

 

  f. Unrecognized deferred income tax assets – Unrecognized deferred income tax assets in the statement of financial position is comprised of the following items:

 

     December 31, 2015      December 31, 2014      December 31, 2013  

Tax loss carryforwards

   Ps.   202,024       Ps.   184,746       Ps.   174,633   

Recoverable tax on assets

     230,198         233,370         236,385   
  

 

 

    

 

 

    

 

 

 
   Ps.   432,222       Ps.   418,116       Ps.   411,018   
  

 

 

    

 

 

    

 

 

 

The Company does not recognize deferred tax assets on tax loss carryforwards for which it is not probable to generate future taxable profits to utilize such tax losses.

As disclosed in subparagraph i. of this Note, the recoverable tax on assets will expire in 2017. The recoverable income tax from recoverable tax on assets detailed above has not been recognized because the Company’s financial projections indicate it is not likely to be recovered.

The Company does not recognize deferred tax assets relating to temporary differences between the accounting and tax value of investments in subsidiaries, as it has the power to control the reversal date of those temporary differences, and does not expect them to reverse in the foreseeable future.

 

  g. Deferred income tax from tax loss carryforwards – The Company generated tax loss carryforwards in the airports of Aguascalientes, Los Mochis, Manzanillo and Morelia, and at Grupo Aeroportuario del Pacífico, S.A.B. de C.V. The Company estimates tax loss carryforwards will be recoverable in the airports of Aguascalientes and Morelia and in Grupo Aeroportuario del Pacífico, S.A.B. de C.V., according to the amounts shown in the following table. With respect to tax legislation relative to concessions, such losses will expire in 2048, except for the tax losses of Grupo Aeroportuario del Pacífico, S.A.B. de C.V., which expire in 2020. Tax losses that can be recovered based on management’s financial projections are recognized as part of the deferred tax asset.

 

     December 31, 2015      December 31, 2014      December 31, 2013  

Tax loss carryforwards

   Ps.   1,131,181       Ps.   801,434       Ps.   758,025   

Unrecognized tax loss carryforwards

     (673,415      (615,819      (582,109
  

 

 

    

 

 

    

 

 

 

Recognized tax loss carryforwards

   Ps.   457,766       Ps.   185,615       Ps.   175,916   
  

 

 

    

 

 

    

 

 

 

 

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  h. Balances and movements in deferred taxes during the period.

 

     Balance as of
January

1, 2014
     Effects in
profit and

loss
    Allocation
to
recoverable
taxes
    Balance as
of December

31, 2014
     Effects in
profit and
loss
    Allocation
to
recoverable
taxes
    Balance as
of December

31, 2015
 

Temporary differences for the deferred ISR:

                

Allowance for doubtful accounts

   Ps.   43,222       Ps.   (3,202)      Ps.   —        Ps.   40,020       Ps.   (5,207   Ps.   —        Ps.   34,813   

Machinery, equipment and improvements on leased buildings

     25,954         3,505        —          29,459         558        —          30,017   

Improvements to concession assets

     294,130         51,112        —          345,242         27,024        —          372,266   

Airport concessions and rights to use airport facilities

     3,830,501         179,359        —          4,009,860         36,558        —          4,046,418   

Other acquired rights

     100,816         7,921        —          108,737         2,755        —          111,492   

Derivative financial instruments

     17         (17     —          —           —          —          —     

Other assets

     1,421         (838     —          583         (704     —          (121

Tax loss carryforwards

     52,775         2,910        —          55,685         81,645        —          137,330   

Employee benefits

     21,190         2,815        —          24,005         1,696        —          25,701   

Provisions

     11,930         (7,448     —          4,482         2,769        —          7,251   

Recoverable tax on assets

     291,731         9,812        (68,452     233,091         6,118        (71,155     168,054   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

   Ps.   4,673,687       Ps.   245,929      Ps.   (68,452   Ps.   4,851,164       Ps.   153,212      Ps.   (71,155   Ps.   4,933,221   
  

 

 

    

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

     Balance as of
December 31,
2012
     Effects in
profit and
loss
     Allocation
to
recoverable
taxes
     Balance as
of December
31, 2013
 

Temporary differences for the deferred ISR:

           

Allowance for doubtful accounts

   Ps.   60,773       Ps.   (17,551    Ps.   —         Ps.   43,222   

Machinery, equipment and improvements on leased buildings

     11,652         14,302         —           25,954   

Improvements to concession assets

     222,038         72,092         —           294,130   

Airport concessions and rights to use airport facilities

     3,373,508         456,993         —           3,830,501   

Other acquired rights

     88,777         12,039         —           100,816   

Derivative financial instruments

     4,317         (4,300      —           17   

Other assets

     1,077         344         —           1,421   

Tax loss carryforwards

     56,152         (3,377      —           52,775   

Employee benefits

     —           21,190         —           21,190   

Provisions

     —           11,930         —           11,930   

Recoverable tax on assets

     335,272         13,354         (56,895      291,731   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     4,153,566         577,016         (56,895      4,673,687   
  

 

 

    

 

 

    

 

 

    

 

 

 

Temporary differences for deferred IETU:

           

Accounts receivable

     (28,335      28,335         —           —     

Accounts payable

     17,131         (17,131      —           —     

Provisions

     2,014         (2,014      —           —     

Liabilities for retirement benefits

     10,551         (10,551      —           —     

Machinery and equipment

     (2,123      2,123         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     (762      762         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total ISR and IETU:

   Ps.  4,152,804       Ps.  577,778       Ps.   (56,895    Ps.  4,673,687   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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     Balance as
of January
1, 2015
     Effects in
profit and
loss
     Effects in
Stockholders
     Balance as
of December
31, 2015
 

Temporary differences for the deferred ISR:

           

Accounts receivable

   Ps.   —         Ps.   (78    Ps.   (2,080    Ps.   (2,158

Machinery, equipment and improvements on leased buildings

     —           (1,220      (99,265      (100,485

Improvements to concession assets

     —           (619      (1,847      (2,466

Airport concessions

     —           (29,226      (699,005      (728,231

Accruals

     —           1,638         12,823         14,461   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   Ps.   —         Ps.   (29,505    Ps.   (789,476    Ps.   (818,879
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  i. As a result of the enactment of IETU law beginning in 2008, specifically with respect to the third transitory article, the Company has ten years to recover, under specific circumstances, existing IMPAC paid in previous years, which as of December 31, 2015 amounted to Ps. 398,252. The previously mentioned article establishes the right to recover the tax on assets paid prior to the IETU law enactment date. However, to obtain a refund there are certain requirements that must be met, including: i) the tax on assets subject to recovery must have been paid over the previous ten years, ii) the ISR has to be higher than the tax on assets for the three years prior to 2008, and iii) is limited to 10% per year over the IMPAC effectively paid.

There are several interpretations as to how an entity can recover the tax on assets paid, but to the date there is no explicit definition from the tax authorities or a precedent from any court that provides clarity as to the proper manner in which to recover such amounts. The Company’s management believes it is not probable that they will recover certain amounts and has therefore not recognized an asset of Ps. 230,198 as of December 31, 2015. The remaining amount of recoverable tax on assets is comprised of Ps. 113,123 (nominal value) and Ps. 54,931 of interest for the period from 2002 to 2015.

At December 31, 2015, 2014 and 2013, the recoverable tax on assets is comprised as follows:

 

     December 31, 2015      December 31, 2014      December 31, 2013  

Recoverable tax on assets paid

   Ps.   398,252       Ps.   466,461       Ps.   528,116   

Unrecognized recoverable tax on assets paid

     (230,198      (233,370      (236,385
  

 

 

    

 

 

    

 

 

 

Recognized recoverable tax on assets

   Ps.   168,054       Ps.   233,091       Ps.   291,731   
  

 

 

    

 

 

    

 

 

 

At December 31, 2015, the recoverable tax on assets paid is comprised as follows:

 

     Tax on assets
recoverable
from 2015
results
     Tax on assets
expected to be
recoverable from
2016 to 2017
     Total  

Bajio

   Ps.   608       Ps.   —         Ps.   608   

Guadalajara

     19,446         16,244         35,690   

Puerto Vallarta

     49         —           49   

Tijuana

     51,971         79,736         131,707   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.   72,074       Ps.   95,980       Ps.   168,054   
  

 

 

    

 

 

    

 

 

 

 

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14. Investment in associate

Details of the associate of the Company at the end of the reporting period is as follow:

 

Name of associate

  

Place of constitution and operation

  

Proportion of ownership interest
and voting power held by the Company

SCL Terminal Aérea de Santiago, S. A.

   Santiago de Chile, Chile    14.77%

As disclosed in Note 1, DCA has a stake of 14.77% in SCL, operator of the international terminal of Santiago de Chile’s airport until September 30, 2015. On that date the operation of the airport was delivered to the new operator. Although it no longer has operations in accordance with the concession agreement, SCL must remain in effect for one year after delivery of the concession to address any potential contingencies. After that first year, SCL shall remain in force for a year before being dissolved in accordance with tax regulations in Chile.

The Company expects to recover approximately Ps. 85,000 from this entity between 2016 and 2017 through dividend and capital repayments.

The book value of SCL is € 4,653,021 (Ps. 105,936). The result of DCA from April, 1 to December 31, 2015 was recognized using the equity method in the consolidated financial statements.

 

     2015  

Net loss SCL (April to December)

   Ps.   (92,783

Proportion of ownership interest and voting power held by the Company

     14.77
  

 

 

 

Share of loss of associate

   Ps.   (13,704
  

 

 

 

The Company owns less than 20% of the shares of SCL, however it concluded it has significant influence because it has a representation on its Board of Directors and participates in the process of setting its financial and operating policies.

The summarized financial information below represents the amounts shown in the financial statements of SCL prepared in accordance with IFRS.

 

     2015  

Condensed statement of financial position as of December 31, 2015

  

Current assets

   Ps.   411,465   

Non – current assets

     281,943   
  

 

 

 

Total assets

     693,408   

Total liability

     193,476   
  

 

 

 

Stockholders´ equity

   Ps.   499,932   
  

 

 

 

Condensed statement of comprehensive loss for the period of nine months ended December 31, 2015:

  

Revenues

   Ps.   674,027   

Costs, expenses and income taxes

     766,810   
  

 

 

 

Loss of the year

   Ps.   92,783   
  

 

 

 

 

15. Accounts payable

The Company receives credit from its suppliers at 30 and 45 days without charging interest, whereby the provider payment policy is to pay the maximum term granted. As of the date of these consolidated financial statements there is no supplier that represents more than 10% of its investments in productive assets and/or the total operating costs.

 

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     December 31, 2015      December 31, 2014      December 31, 2013  

Suppliers

   Ps.   437,238       Ps.   228,882       Ps.   245,848   

Advance payments from clients

     66,676         36,363         34,357   

Interest payable

     58,499         11,329         16,996   

Direct employee benefits

     24,210         14,915         15,330   

Others accounts payable

     50,623         9,153         3,702   
  

 

 

    

 

 

    

 

 

 

Total

   Ps. 637,246       Ps. 300,642       Ps. 316,233   
  

 

 

    

 

 

    

 

 

 

Advanced payments from clients represent payments for future services that have not yet been provided and if they are not performed, the Company has the obligation to reimburse it to its customers.

 

16. Loans and issuance of Debt Certificates

 

  a. Loans

The Company obtained loans to finance capital investments associated with the MDP of its airports in Mexico as well as to repay bank debt used to finance its capital investments committed in the MDP of Bajío, Guadalajara, Hermosillo, Puerto Vallarta and San Jose del Cabo from 2007 to 2014. With the acquisition of MBJA the company obtained new loans which are described below with the unpaid balance at each date.

 

     December 31
2015
     December 31
2014
     December 31
2013
 

On August 31, 2007 the Company entered into an unsecured loan agreement, with crossed guarantees by its individual airports with Banamex for a total amount of Ps. 1,214,000, bearing fixed interest at a rate of 8.52%. The agreement matures in seven years from the date of the borrowing and payments and amortization of principal are required to be made in 28 equal and consecutive quarterly principal and interest payments.

   Ps.   —         Ps.   60,500       Ps.   212,500   

On December 9, 2009, the Company entered into contracts for unsecured loan agreements, with crossed guarantees among the individual airports with Banamex and HSBC for Ps. 325,723 from each institution, totaling Ps. 651,446. The loans bear interest at a variable TIIE rate plus 350 basis points and require quarterly principal and interest payments for a period of seven years since each disposition. The Company paid off the outstanding balance in full with Certificate resources.

     —           —           235,714   

On May 26, 2011, the Company entered into a contract for an unsecured loan agreement, with crossed guarantees among the individual airports, with HSBC for Ps. 1,023,980. The loans bear interest at a variable 28-day TIIE plus 165 basis points and require quarterly principal and interest payments for a period of seven years since each disposition. The Company paid off the outstanding balance in full with Certificate resources.

     —           394,113         654,969   

On August 2, 2012, the Company entered into a contract for an unsecured loan agreement with BBVA for Ps. 242,747, with crossed guarantees among the individual airports to a variable interest rate of TIIE 91 days, plus 120 basis points at quarterly principal and interest, for a period of seven years since each disposition. The Company paid off the outstanding balance in full with Certificate resources.

     —           167,372         202,050   

On November 23, 2012, the Company signed an unsecured loan agreement, with crossed guarantees between the accredited airports, with BBVA for Ps. 287,799. The loan bears interest at a variable rate based on the 91-day TIIE plus 120 basis points at quarterly principal and interest for a period of seven years since each disposition. The Company paid off the outstanding balance in full with Certificate resources.

     —           137,137         253,215   

 

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Table of Contents
     December 31
2015
     December 31
2014
     December 31
2013
 

On April 10, 2013, the Company signed an unsecured loan agreement, with crossed guarantees between the accredited airports, with BBVA for Ps. 459,350. The loan bears interest at a variable rate based in the 91-day TIIE plus 133 basis points for dispositions of 2013 and annualized rate that will be equivalent to the rate TIIE plus 138 basis points for dispositions of 2014, with quarterly payments of principal and interest, for a period of seven years since each disposition. The Company paid off the outstanding balance in full with Certificate resources.

     —           230,352         296,028   

On November 28, 2014, the Company signed a simple unsecured loan with crossed guarantees between accredited airports, with Scotiabank for Ps. 1,741,000. The loan bears interest at a variable rate of 28-day TIIE plus 57 basis points, for a period of 6 months since each disposition. The disposition was made on December 3, 2014 by Ps. 730,000. The remaining was available for dispositions in January and February, however the Company paid off the outstanding balance in full with Certificate resources.

     —           730,000         —     

On May 19, 2015, GAP signed a simple unsecured loan, with The Bank of Nova Scotia (Nova Scotia) for USD$191,000,000, for a period of one year. The loan bears interest at a variable rate of LIBOR 1M plus 70 basis points. The disposition was made on May 19, 2015 for USD$191,000,000. With this loan the Company pre-paid banks loans used to finance DCA´s acquisition. During August 2015 the Company paid USD$95,000,000.

     1,651,824         —           —     

On August 19, 2015, GAP signed a simple unsecured loan, with BBVA for USD$95,000,000. The loan bears interest at a variable rate of LIBOR 1M plus 60 basis points, for a period of 6 months from each disposition. With this loan the Company prepaid a portion of the Scotiabank loan.

     1,634,618         —           —     

On September 14, 2007, MBJA signed a simple unsecured loan, with the International Finance Corporation (IFC) for up to USD$20,000,000. The loan bears interest at a variable rate of 6 month LIBOR plus 392 basis points, for a period of 12 months from this disposition. The balance amounted to USD$11,824,452.

     203,457         —           —     

MBJA signed a simple unsecured loan with its shareholder Vantage in June 2007 for USD$10,936,000, which is repayable at the same maturity date as the IFC´s loans but are subject to restrictions. Interest is accrued at an interest rate of 14% per annum and is payable semi-annually.

     188,185         —           —     

In February 2009 MBJA signed a simple unsecured loan with guarantees with its shareholder Vantage for USD$510,000 to finance expenses related to a construction project of MBJA. No prepayments have been made.

     8,775         —           —     

On December 12. 2012, MBJA signed a simple unsecured loan with IFC for USD$13,000,000. The loan bears interest at a variable rate of 6 month LIBOR plus 450 basis points, for a period of five years from each disposition. The balance amounted to USD$12,750,000.

     219,383         —           —     

In 2014 MBJA signed two finance lease arrangements, one with SITA Information Networking Computing BV for USD$1,792,096, for equipment and the other with SITA Information Networking BV for software support for USD$1,231,858. Both leases are for seven years with a fixed interest rate of 8% per annum. Monthly lease payment total USD$47,132. The balance amounted to USD$2,570,133.

     44,223         —           —     
  

 

 

    

 

 

    

 

 

 

Total unpaid balance of bank loans and long-term debt

     3,950,465         1,719,474         1,854,476   

Less – Current portion

     (3,529,102      (978,538      (637,577
  

 

 

    

 

 

    

 

 

 

Long-term portion

   Ps.   421,363       Ps.   740,936       Ps.   1,216,899   
  

 

 

    

 

 

    

 

 

 

 

 

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  b. Issuance of Debt Securities

 

     December 31
2015
     December 31
2014
     December 31
2013
 

Unsecured debt securities issued in the Mexican market on February 20, 2015, for Ps. 1,100,000 under the “GAP 15” name, at a variable interest rate of 28-day TIIE plus 24 basis points for a period of five years, maturing on February 14, 2020. At December 31, 2015, the rate is 3.58%.

   Ps.   1,100,000       Ps.   —         Ps.   —     

Unsecured debt securities issued in the Mexican market on February 20, 2015, for Ps. 1,500,000 under the name “GAP 2/15” at a fixed annual interest rate of 7.08% over a period of 10 years, maturing on February 7, 2025.

     1,500,000         —           —     
  

 

 

    

 

 

    

 

 

 

Long-term portion

   Ps.  2,600,000       Ps.  —         Ps.  —     
  

 

 

    

 

 

    

 

 

 

The proceeds from the issuance of the long-term debt securities were allocated to repay in full the Company’s outstanding bank debt in the amount of Ps.1,741,000 and the remainder was allocated to finance capital investments set forth in the Master Development Program for 2015. The difference of Ps. 6,500 corresponds to expenses related to the issuance.

The unpaid consolidated balances at December 31, 2015, 2014 and 2013, from the debt previously described, mature as follows:

 

Year

   December 31,
2015
     December 31,
2014
     December 31,
2013
 

2015

   Ps.  —         Ps.  978,538       Ps.  637,577   

2016

     3,529,102         207,325         300,720   

2017

     108,524         197,682         259,507   

2018

     161,146         175,702         249,863   

2019

     59,837         160,227         406,809   

Thereafter

     2,691,856         —           —     
  

 

 

    

 

 

    

 

 

 
   Ps.  6,550,465       Ps.  1,719,474       Ps.  1,854,476   
  

 

 

    

 

 

    

 

 

 

As disclosed in Note 34, the Scotiabank and BBVA loans were pre-paid for the months of January and February 2016 with proceeds from new loans, maturing in 5 years.

At December 31, 2015, 2014 and 2013, debts are payable by the following companies:

 

     At December 31, 2015  

Company

   Current      Long-Term      Total  

GAP

   Ps.  3,286,442       Ps.  2,600,000       Ps.  5,886,442   

MBJA

     242,660         421,364         664,024   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  3,529,102       Ps.  3,021,363       Ps.  6,550,465   
  

 

 

    

 

 

    

 

 

 

 

     At December31,2014  

Company

   Current      Long-Term      Total  

Bajio

   Ps.  730,000       Ps.  —         Ps.  730,000   

Guadalajara

     15,217         43,747         58,964   

Hermosillo

     68,873         271,538         340,411   

Puerto Vallarta

     14,205         31,211         45,416   

San Jose del Cabo

     38,419         122,839         161,258   

Total

     111,824         271,601         383,425   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  978,538       Ps.  740,936       Ps.  1,719,474   
  

 

 

    

 

 

    

 

 

 

 

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     At December 31, 2013  

Company

   Current      Long-Term      Total  

Bajio

   Ps.  47,786       Ps.  73,023       Ps.  120,809   

Guadalajara

     205,527         450,406         655,933   

Hermosillo

     41,794         44,202         85,996   

Puerto Vallarta

     153,718         222,932         376,650   

San Jose del Cabo

     188,752         426,336         615,088   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.  637,577       Ps.  1,216,899       Ps.  1,854,476   
  

 

 

    

 

 

    

 

 

 

The loan agreements limit the Company’s use of proceeds for the financing of capital expenditures, working capital and prepayments of loans, in addition to prohibiting the merger of the airport creditors with any other entity, as well as the prohibition of sales or transfers of assets in an amount greater than Ps. 1,000, without previous authorization from the creditors and requires the Company to maintain certain financial ratios. If the individual airports are unable to fulfill their commitments and maintain the minimum financial ratios under the credit agreements, dividends cannot be declared.

As a result of the issuance of the debt securities, the Company has covenants, which have been complied with during 2015. The principal payment of the debt securities will be made at the end of the contractual term. Direct costs incurred in the issuance or incurrence of debt are deferred and amortized, as part of interest expense using the effective interest rate over the term of each transaction. These costs include commissions and professional fees.

 

17. Retirement employee benefits

 

  a. Defined contribution plans – Under Mexican legislation, the Company makes payments equivalent to 2% of its workers’ daily comprehensive salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps. 4,728, Ps. 4,418 and Ps. 4,214 in 2015, 2014 and 2013, respectively.

In Jamaica, the Company operates a defined contribution pension plan, which is managed by an independent trust. The Company has no further obligation other than its contribution mandated under the plan. The pension plan is financed primarily by payments from employees and the Company.

 

  b. Defined benefit plans – According to the Federal Labor Law in Article 162, the Company is required to pay in Mexico a seniority premium as postemployment benefits if an employee leaves and if have at least 15 years of service, which consist of a payment of 12 days per worked year based on the last salary, not to exceed twice the legal minimum wage established by law. The present value of the retirement benefit obligation and the current service cost and past service costs were calculated using the projected unit credit method.

The defined benefit plans in Mexico usually expose the Company to actuarial risks such as: interest rate risk, longevity risk and salary risk.

 

Interest risk    A decrease in the interest rate of the 30 years bond will increase the plan liability.
Longevity risk    The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of the plan participants, during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk    The present value of the defined benefit plan liability is calculated by reference to the future salaries of the plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

 

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The amount included in the statement of financial position arising from the obligation of the entity for defined benefit plans on December 31, 2015, 2014 and 2013 is as follows:

 

     2015      2014      2013  

Defined benefit obligation

   Ps.  102,847       Ps.  81,326       Ps.  70,760   

Past service cost

     (9,480      (1,311      (128
  

 

 

    

 

 

    

 

 

 

Remeasurement on the net defined benefit liability

   Ps.  93,367       Ps.  80,015       Ps.  70,632   
  

 

 

    

 

 

    

 

 

 

The table below shows the movements in the present value of defined benefit obligations:

 

     2015      2014      2013  

Opening defined benefit obligation

   Ps.  80,015       Ps.  70,632       Ps.  60,290   

Current service cost

     13,352         11,736         10,576   

Benefits paid

     —           (2,353      (234
  

 

 

    

 

 

    

 

 

 

Ending defined benefit obligation

   Ps.  93,367       Ps.  80,015       Ps.  70,632   
  

 

 

    

 

 

    

 

 

 

Below are the amounts for the years ended December 31, 2015, 2014 and 2013 that were recognized in the consolidated statements of profit or loss and other comprehensive income:

 

     2015      2014      2013  

Current service cost

   Ps.  6,754       Ps.  6,268       Ps.  5,801   

Interest cost

     6,463         5,498         4,853   

Actuarial losses (gains)

     135         (30      (78
  

 

 

    

 

 

    

 

 

 

Total recognized as employee benefit cost (Note 23)

   Ps.  13,352       Ps.  11,736       Ps.  10,576   
  

 

 

    

 

 

    

 

 

 

The main actuarial assumptions at the reporting date (expressed as weighted average nominal rates) are shown below:

 

     2015     2014     2013  

Discount of the projected benefit obligation at present value

     7.4     7.3     7.0

Salary increase

     5.0     5.0     5.0

Remaining labor life

     20.8 years        23.4 years        24.1 years   

The discount rate is determined based on the structure of the interest rate curve of government bonds for 30 years. The net interest cost on the retirement benefit obligation is recorded in profit and loss within the cost of services, in conjunction with the other components of liabilities for retirement benefits.

If the discount rate had a variation of 100 basis points upward or downward, the effect on the liability for retirement benefits would be impacted by Ps. 8,148.

Assumptions related to expected mortality are based on statistics and experience of the Mexican population. The average life expectancy of an individual retiring at age 65 is 17 years for men and 19 years for women (Demographic Mortality Experience for Active people, EMSSA 2009).

 

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18. Stockholders’ equity

 

  a. At December 31, 2015, common stock consists of the following:

 

     Number of
shares
     Nominal
value
 

Fixed Capital

     

Series B

     476,850,000       Ps.   10,649,462   

Series BB

     84,150,000         1,879,318   
  

 

 

    

 

 

 

Total

     561,000,000       Ps.   12,528,780   
  

 

 

    

 

 

 

At December 31, 2014, common stock consists of the following:

 

     Number of
shares
     Nominal
value
 

Fixed Capital

     

Series B

     476,850,000       Ps.   11,846,723   

Series BB

     84,150,000         2,090,599   
  

 

 

    

 

 

 

Total

     561,000,000       Ps.   13,937,322   
  

 

 

    

 

 

 

At December 31, 2013, common stock consists of the following:

 

     Number of
shares
     Nominal
value
 

Fixed Capital

     

Series B

     476,850,000       Ps.   13,130,223   

Series BB

     84,150,000         2,317,099   
  

 

 

    

 

 

 

Total

     561,000,000       Ps.   15,447,322   
  

 

 

    

 

 

 

At December 31, 2015, all shares are fully subscribed and paid. The Company’s shares are represented by common ordinary shares and without nominal value. Series “BB” shares, which may represent up to 15% of common stock, may only be transferred upon prior conversion into Series “B” shares, based on certain time restrictions.

Each share of Series “B” and “BB” gives the holder the right to one vote at any Ordinary Stockholders’ Meeting. According to the Company’s bylaws, shareholders of Series “B” shares either individually or jointly with their related parties, cannot hold more than 10% of the total outstanding common stock of the Company, and therefore is prohibited from exceeding such limits by participating through trusts, agreements, social pacts or bylaws, pyramid schemes or any other mechanism that provides a larger share than legally allowed. Additionally, the Company’s bylaws provide that if a person individually or jointly with its related parties, acquires a percentage of shares exceeding the limits of participation previously mentioned, the person or group of persons will be required to sell the excess over what is allowed through a public offering, during which time, the shares owned over the 10% threshold by such individuals will not have voting rights and cannot be represented in any Stockholder Meeting. Furthermore, the shareholders of Series “BB” shares, either individually or jointly with their related parties, may also be owners of shares of Series “B” shares, regardless of the shares they hold in the aggregate of Series “B” and Series “BB”. However, those shareholders of the Series “BB” shares, their votes will be limited to no more than 10% of the voting common stock, and any additional participation is required to vote in the same way of the majority of the votes in any Stockholder Meeting.

Shareholders of Series “BB” shares are entitled to elect four members to the board of directors and their alternates, whereas shareholders of Series “B” shares with rights to vote, even limited or restricted, that individually or together owning 10% or more of the Company’s capital stock is entitled to elect one member to the board of directors at a Stockholders’ Meeting, an in such instances, such shareholder or group of shareholders may not exercise the right to vote for the board members corresponding to the majority. If any shareholder or group of shareholders representing at least 10% of the common shares of which the common stock is comprised, exercises the right to appoint a board

 

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member, such shareholder will not have the right to vote in the designation of the board members that correspond to appointment by the majority of Series “B” shareholders. The total number of members of the Board of Directors of the Company is 11, therefore holders of Series “B” shares have the right to appoint only seven members.

The members of the Board of Directors appointed by the Shareholders of the Series “BB” will have the ability to make the following valid designations: (i) upon consultation with the Company’s Nomination and Compensation Committee, appointment and dismissal of the Chief Executive Officer and the top-level executive officers; (ii) appointment of three of the six members of the Operating Committee and three alternates, and the number of members and their alternates to the Audit Committee, including the acquisition, nominations and compensation corresponding to 20% (twenty percent) of the total members, with the understanding that there will be at least one member and alternate, for each of them, iii) in the creation and determination of the Operating Committee whom are not part of the Company, members of the Board of Directors or the Company’s officers.

In the case of the Audit Committee must also comply with the legal restrictions of independence.

 

  b. In an Ordinary Stockholders’ Meeting held on April 16, 2013, the stockholders approved a dividend payment of Ps. 1,210,000 to be divided between the shares outstanding at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment was in cash on April 25, 2013 of Ps. 907,500 and the second payment was made on November 27, 2013 of Ps. 302,500. In the same stockholder´s meeting the reserve for repurchase of shares approved at Stockholder´s Meeting held on April 16, 2012 of Ps. 280,000 was canceled, and simultaneously shareholders approved a maximum amount of Ps. 640,000 for reserve for repurchase of shares to be executed in the next twelve-month period.

 

  c. In an Ordinary Stockholders’ Meeting held on April 23, 2014, the stockholders approved a dividend payment of Ps. 1,590,000 to be divided between the shares outstanding at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment was in cash on May 22, 2014 of Ps. 1,192,500 and the second payment was made on July 4, 2014 of Ps. 397,500. In the same stockholder´s meeting the reserve for repurchase of shares approved at the Stockholders’ Meeting held on April 16, 2013 of Ps. 293,928 was canceled, and simultaneously shareholders approved a maximum amount of Ps. 400,000 for the reserve for repurchase of shares to be executed in the next twelve-month period.

 

  d. In an extraordinary Stockholders’ Meeting held on April 23, 2014, the stockholders approved a capital reduction for Ps. 1,510,000. The payment was made on May 8, 2014.

 

  e. During 2014, the Company repurchased a total of 1,017,561 shares, for Ps. 69,340 which represented 0.2% of outstanding shares at such time. The weighted average shares outstanding as shown in the consolidated statement of profit or loss and other comprehensive income, includes shares repurchased, It does not include in its calculation all repurchased shares.

 

  f. In an Ordinary Stockholders’ Meeting held on April 21, 2015, the stockholders approved a dividend payment of Ps. 3.32 per shares outstanding at the date of each payment, excluding shares repurchased in accordance with Article 56 of the Securities Market Law. The first payment for Ps. 1.82 per share was in cash on August 21, 2015 of Ps. 956,547 and the second payment for Ps. 1.50 per share was made on November 4, 2015 of Ps. 788,364. In the same stockholder´s meeting the reserve for repurchase of shares approved at the Stockholders´ Meeting held on April 23, 2041 of Ps. 400,000 was canceled, and simultaneously the stockholders approved a maximum amount of Ps. 850,000 for the reserve for repurchase of shares to be executed in the next twelve-month period.

 

  g. In an extraordinary Stockholders’ Meeting held on April 21, 2015, the stockholders approved a capital reduction for Ps. 1,408,542. The payment was made on May 15, 2015.

 

  h.

The General Corporate Law requires that at least 5% of the consolidated comprehensive income of the year, be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (nominal pesos). The legal reserve may be capitalized but may not be distributed, except in the form of stock dividends, until the entity is dissolved. The legal reserve must be replenished if it is reduced

 

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  for any reason. At December 31, 2015, 2014 and 2013, the legal reserve, in nominal pesos, was Ps. 840,743, Ps.735,491 and Ps. 635,914 respectively, corresponding to 6.7%, 5.3%, and 4.1%, of the common stock, respectively.

 

  i. At December 31, 2015, the Company has a maximum amount of funds approved to repurchase shares of the Company for Ps. 2,583,374. From the approved amount, 35,424,453 shares have been repurchased for a total of Ps. 1,733,374, corresponding to repurchases made from September 2010 to February 2014. The remaining balance of Ps. 850,000 is available to repurchase shares. During the year 2015 no repurchases were made.

 

  j. Stockholders’ equity distribution, except for the restatement amounts of the common stock contributed and the Net tax income account (CUFIN), will be subject to an ISR tax, calculated at the tax rate applicable to the distribution year. This corporate level dividend income tax on the distribution of earnings may be applied as a credit against ISR corresponding to the fiscal year in which the dividend was paid and the subsequent two fiscal years following the date in which the dividend was paid. Starting in 2014, dividends distributed to shareholders and coming from tax retained earnings generated from 2014 and later, will generate an additional income tax of 10% directly attributable to shareholders receiving the dividend.

 

  k. The balances of stockholders’ equity tax accounts as of December 31 2014 and 2013 were as follows:

 

     2015      2014      2013  

Contributed capital account (CUCA)

   Ps.   27,415,833       Ps.   28,253,303       Ps.   28,648,014   

CUFIN as of 2014

     2,147,169         1,827,183         1,692,470   
  

 

 

    

 

 

    

 

 

 

Total

   Ps.   29,563,002       Ps.   30,080,486       Ps.   30,340,484   
  

 

 

    

 

 

    

 

 

 

 

  l. The balance of other comprehensive income consists of the reserve for foreign currency translation of DCA and MBJA from functional currency (euro and US dollars respectively) to the reporting currency (peso).

 

19. Non-controlling interest

 

     2015  

DCA acquisition (Note 4) (i)

     Ps  852,825   

Dividend paid

     (82,391

Non controlling interest:

  

Profit for the year

     44,757   

Other comprehensive income

     66,901   
  

 

 

 

Remaining balance

     Ps  882,092   
  

 

 

 

 

(i) On April 20, 2015 the Company acquired 100% of the shares of DCA, which owns 74.5% of the shares of MBJA and the remaining 25.5% is Vantage as a non-controlling shareholder.

 

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20. Revenues

According to the General Law on Airports and its regulations in Mexico, certain of the Company’s revenues are classified as airport, complementary and commercial services. Airport services generally include the use of airport runways, taxiways and parking areas for arriving and departing planes, use of passenger walkways, security services, hangars, and, in general, use of the space inside the terminal and other infrastructure by aircraft, passengers and cargo services. These services include rental of space that is vital for the operation of airlines and complementary service suppliers. Complementary services are ramps and handling services, catering, maintenance and repairs, and traffic and dispatch services. Commercial services include services that are not essential for the operation of an airport; therefore, these revenues are not regulated by TM, such as car parking services, lease of space to retailers, restaurants and banks, among others. The revenues of the subsidiary MBJA have the same classification, therefore consolidated in the area that correspond to the numbers of airports in Mexico.

A price regulation system establishes in Mexico a TM rate for airport services and complementary services for each airport for each year in a five-year period. The maximum rate is the maximum amount of revenues per “workload unit” that may be earned at an airport each year from regulated sources. Under this regulation, a workload unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo. As of December 2014, SCT authorized the Company’s maximum rates applicable for the period 2015-2019.

The maximum rates of the Montego Bay Airport, were approved in November 2014 and are applicable from April 1, 2015 to March 31, 2020.

During the periods ended December 31, 2015, 2014 and 2013, the compliance with the TM by the Company’s Mexican airports was 100%, 99.9% and 100%, respectively.

The table below presents a summary for the years ended December 31, 2015, 2014 and 2013, of the Company’s revenues (these do not include revenues related to improvements to concession assets under IFRIC 12). Using the Airports Law classification, the information is sent to the SCT to comply with the Company’s reporting obligations with respect to regulated and unregulated revenues, which are classified as either aeronautical or non-aeronautical revenues. For this presentation, access fee are classified as airport services.

 

     2015      2014      2013  

Regulated revenues

        

Airport operating services to airlines:

        

Landing

   Ps.   284,275       Ps.   179,862       Ps.   176,995   

Charges for not canceling extended stay reservations

     3,412         1,849         1,443   

Parking on embarking/disembarking platform

     135,701         135,102         130,714   

Parking on extended stay or overnight platform

     35,663         29,965         29,598   

Passenger walkways and shuttle buses

     18,346         —           —     

Airport security charges

     113,579         52,475         49,661   

Airports services

     34,540         —           —     

Airport real estate services to airlines:

        

Leasing of hangars to airlines

     7,011         6,438         6,239   

Leasing of shops, warehouses and stockrooms to airlines (operating)

     3,884         2,318         2,209   

Leasing of space and other terminal facilities to airlines within the terminal (operating)

     43,559         40,071         40,577   

Leasing of land and other surfaces to airlines outside the terminal (operating)

     3,154         3,179         2,698   

Leasing of check-in desks and other terminal space

     4,090         7,559         9,585   

Leasing of desks and other terminal space for ticket sale

     6,292         6,212         5,613   

 

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     2014      2013      2012  

Airport passenger services:

        

Domestic passenger charges

     2,078,059         1,823,481         1,706,158   

International passenger charges

     2,404,331         1,548,455         1,367,817   

Airport real estate services and rights of access to other operators

     28,709         28,882         29,668   

Complementary services:

        

Catering services

     16,601         8,352         5,109   

Other third-party ramp services rendered to airlines

     35,670         25,746         26,446   

Traffic and/or dispatch

     37,362         18,868         19,685   

Fuel supply or removal

     117,162         1,672         1,636   

Third-party airplane maintenance and repair

     7,620         5,250         4,765   
  

 

 

    

 

 

    

 

 

 

Total regulated revenues included in the maximum rate

     5,419,022         3,925,736         3,616,616   

Regulated revenues not included in the maximum rate:

        

Car parking charges

     251,468         230,039         221,037   

Recovery of cost over aeronautical services

     115,273         136,891         78,567   

Recovery of cost over non-aeronautical services

     31,976         17,364         15,798   
  

 

 

    

 

 

    

 

 

 

Total regulated revenues not included in the maximum rate

     398,717         384,294         315,402   
  

 

 

    

 

 

    

 

 

 

Total regulated revenues

     5,817,739         4,310,030         3,932,018   
  

 

 

    

 

 

    

 

 

 

Unregulated revenues(1)

        

Commercial concessions:

        

Retail operations

     125,481         78,924         77,845   

Food and beverages

     118,910         76,927         78,662   

Duty free

     226,226         103,857         102,577   

VIP lounges

     21,021         7,403         9,378   

Financial services

     28,671         17,873         16,181   

Communications and networks

     10,202         11,288         13,309   

Car rentals

     138,532         99,371         99,614   

Commercial leasing

     22,912         20,467         15,624   

Advertising

     129,244         100,190         87,304   

Time sharing developers

     139,124         109,297         107,733   

Leasing of space to airlines and other complementary service providers (non-operating)

     205,891         144,534         111,763   

VIP Lounges

     65,045         38,296         24,243   

Revenues from sharing of commercial activities:

        

Retail operations

     50,432         24,277         15,623   

Food and beverages

     50,537         35,434         24,476   

Duty free

     21,391         11,382         12,987   

Financial services

     721         297         289   

Car rentals

     8,904         6,185         1,501   

Access fee for ground transportation

     46,145         28,154         16,549   

Non-airport access fees

     28,696         21,571         23,818   

Services rendered to ASA

     3         21         40   

Various commercial-related revenues

     12,447         18,425         14,892   

Others

     —           75         682   
  

 

 

    

 

 

    

 

 

 

Total unregulated revenues

     1,450,535         954,248         855,090   
  

 

 

    

 

 

    

 

 

 

Total aeronautical and non-aeronautical services

   Ps.   7,268,274       Ps.   5,264,278       Ps.   4,787,108   
  

 

 

    

 

 

    

 

 

 

 

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(1) Unregulated revenues are earned based on the terms of the Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the National Consumer Price Index (INPC) or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company’s operating lease agreements are included under the caption “Commercial concessions” above. Revenues earned in excess of the minimum guaranteed rent are included in the “Revenues from sharing of commercial activities” caption above (Note 32).

Revenues from improvements to concession assets are recognized with respect to the additions and improvements made for the Company in its airports, which are committed under the MDP, and is a requirement of fulfillment. Revenues for the years ended as of December 31, 2015, 2014 and 2013 accounted for Ps. 838,635, Ps. 281,874 and Ps. 440,728, respectively.

 

21. Cost of services

Cost of services for the years ended December 31, 2015, 2014 and 2013 was composed of the following:

 

     2015      2014      2013  

Employee costs (Note 23)

   Ps.   502,794       Ps.   393,537       Ps.   390,606   

Maintenance

     302,203         223,687         200,224   

Safety, security and insurance

     249,752         192,932         173,748   

Utilities

     192,158         147,793         141,855   

Other

     311,351         203,639         222,518   
  

 

 

    

 

 

    

 

 

 
   Ps.   1,558,258       Ps.   1,161,588       Ps.   1,128,951   
  

 

 

    

 

 

    

 

 

 

 

22. Depreciation and amortization

Depreciation and amortization for the years ended December 31, 2015, 2014 and 2013 were composed of the following:

 

     2015      2014      2013  

Depreciation

   Ps   206,724       Ps.   183,207       Ps.   164,606   

Amortization

     949,711         742,013         718,629   
  

 

 

    

 

 

    

 

 

 
   Ps.   1,156,435       Ps.   925,220       Ps.   883,235   
  

 

 

    

 

 

    

 

 

 

 

23. Employee Cost

Employee Cost for the years ended December 31, 2015, 2014 and 2013 was composed of the following:

 

     2015      2014      2013  

Wages and salaries

   Ps.   341,134       Ps.   257,824       Ps.   259,044   

Other remunerations

     47,612         43,238         41,200   

Social benefits

     42,354         39,812         38,255   

Severance payments

     5,102         4,343         7,476   

Labor union fees

     14,842         14,887         14,715   

Taxes on employee benefits

     6,053         5,716         5,775   

PTU

     2,917         3,882         3,754   

Employee benefits

     13,352         11,736         10,576   

Others

     29,348         12,099         9,811   
  

 

 

    

 

 

    

 

 

 
   Ps.   502,794       Ps.   393,537       Ps.   390,606   
  

 

 

    

 

 

    

 

 

 

 

24. Cost of improvements to concession assets

As disclosed in Note 3.o, in conformity with IFRIC 12, the Company must recognize the revenues and costs of additions and improvements to concession assets, which they are obligated to perform at the airports as established by the MDP. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP. Through bidding processes, the Company contracts third parties to carry out such construction. The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The amounts paid are set at market value.

 

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Cost of improvements to concession assets are comprised of the following at December 31, 2015, 2014 and 2013:

 

     2015      2014      2013  

Cost of improvements to concession assets

   Ps.   838,635       Ps.   281,874       Ps.   440,728   
  

 

 

    

 

 

    

 

 

 

 

25. Other income – Net

Other (income) expenses is comprised of the following at December 31, 2015, 2014 and 2013:

 

     2015      2014      2013  

Recovery insurance

   Ps.  (200,884    Ps.  (76,192    Ps.  —     

Bargain purchase gain

     (189,744      —           —     

Other services provided by DCA

     (30,418      —           —     

Sale of fixed assets

     (5,672      (433      (6,078

Other income

     (14,150      (17,888      (12,021
  

 

 

    

 

 

    

 

 

 

Total other income

   Ps.  (440,868    Ps.  (94,513    Ps.  (18,099
  

 

 

    

 

 

    

 

 

 

Repair of damaged by natural disasters

     176,073         43,822         2,384   

Loss on sale of assets

     4,310         1,241         3,240   

Other expenses

     5,873         6,026         5,022   
  

 

 

    

 

 

    

 

 

 

Total other expenses

     186,256         51,089         10,646   
  

 

 

    

 

 

    

 

 

 

Other income – Net

   Ps.  (254,612    Ps.  (43,424    Ps.  (7,453
  

 

 

    

 

 

    

 

 

 

In 2015 repairs due to Hurricane Odile at airports in San Jose del Cabo and La Paz, Baja California Sur were completed and the amount insured were received.

 

26. Finance cost – net

The net finance (cost) income is comprised of the following for the years ended December 31, 2015, 2014 and 2013:

 

     2015      2014      2013  

Interest income from cash equivalents

   Ps.  81,489       Ps.  51,782       Ps.  94,379   

Interest on recovered taxes

     3,465         4,113         6,519   

Gain on financial investments held for trading purposes

     —           3,375         20,926   

Other

     5,935         12,106         2,399   
  

 

 

    

 

 

    

 

 

 

Total interest income

     90,889         71,376         124,223   
  

 

 

    

 

 

    

 

 

 

Interest cost from bank loans

     (71,881      (65,730      (115,612

Loss on financial investments held for trading purposes

     (242      (10,396      (51,721

Loss on derivative financial instruments

     —           (340      (705

Commissions for bank loans

     (1,901      (2,617      (3,019

Other financing costs

     (8,594      (7,518      (8,088

Interest cost for debt securities

     (126,686      —           —     
  

 

 

    

 

 

    

 

 

 

Total interest expense

     (209,304      (86,601      (179,145
  

 

 

    

 

 

    

 

 

 

Foreign exchange gains

     222,292         15,868         76,569   

Foreign exchange loss

     (560,687      (8,633      (72,806
  

 

 

    

 

 

    

 

 

 

Foreign exchange gains (loss) – net

     (338,395      7,235         3,763   
  

 

 

    

 

 

    

 

 

 

Finance cost – net

   Ps.  (456,810    Ps.  (7,990    Ps.  (51,159
  

 

 

    

 

 

    

 

 

 

 

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27. Commitments

 

  a. On December 28, 2009, the SCT authorized the Company’s MDP update for the five-year period from 2010-2014.

 

  b. On December 16, 2014, the SCT authorized in Mexico the Company’s MDP for the five-year period from 2015-2019. The table below shows the investments to be made during this period, as approved by the SCT:

 

Year

   Amount committed      Amount invested  

2015

   Ps.  1,412,232       Ps.  1,424,533   

2016

     1,842,569         —     

2017

     1,157,684         —     

2018

     759,337         —     

2019

     306,792         —     
  

 

 

    

 

 

 
   Ps.  5,478,614       Ps.  1,424,533   
  

 

 

    

 

 

 

Amounts set forth above are expressed in pesos of purchasing power as of December 31, 2012, and have to be re-expressed using factors derived from the NCPI at the time of their execution. The amounts invested are expressed in thousands of pesos of each year, and include the improvements to concession assets and the machinery and equipment committed under the MDP.

 

  c. In November 2014, the airport authority in Jamaica, approved capital investments to be made of USD$ 37,940,000 for the period April 2015 to March 2020. Compliance with MBJA capital investments must be made for the period rather than annually. During 2015 capital investments were USD$ 659,000.

 

28. Contingencies

 

  a. Several municipalities have filed real estate tax claims against some airports in Mexico related to the land where the airports operate. Based on the opinion of its external legal counsel, the Company believes that there are no legal grounds for such claims. Therefore, the Company has initiated legal proceedings to invalidate the claims, and, where applicable, related foreclosures or other actions. Although no assurance can be given, the Company does not expect the resolutions to have any adverse effects on its consolidated financial position or profit or loss and other comprehensive income.

On November 26, 2014, the Tijuana municipal authority issued a requirement for payment of property tax for the period from 2000 to 2014 in the amount of Ps. 234,780, which was challenged again by the Company on December 19, 2014 and a jurisdictional court granted the Company the suspension against acts of municipal authority establishing the amount of Ps.234,780 for a bond as collateral, which has been challenged by judgement of invalidity as the Company believes that in previous proceedings it is already guaranteeing part of the amount set by the Court. This matter has not yet been resolved by the courts.

On February 26, 2013, the municipal authorities of Manzanillo, required the Manzanillo airport to exhibit several documents and answer several questionings in order to require a property tax payment for the past five years, related with commercial areas and parking lot. On March 20, 2013, the Manzanillo airport filed a judicial annulment lawsuit against this requirement. On June 3, 2015 the Administrative Court declared null and void the litigation procedure and the Company is waiting for the authority to comply with the final judgment.

As the Company and its legal counsel believe that these tax claims are not in accordance with the law, GAP proceeded to file an annulment against the municipal authorities, which is pending resolution. Because, previous judgments in this and other airports have been resolved favorably for the Company, GAP and its legal counsel believe an unfavorable outcome is remote, therefore the Company has not recognized any provision regarding these matters.

 

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  b. In 1970, the Mexican Government expropriated a portion of land occupied by the Tijuana Airport, whereas in Guadalajara airport it occurred in 1975. Before such expropriations, a group of farmers called ejido, one in Tijuana and other different in Guadalajara, owned these lands. The farmers have raised claims against the indemnity payments received from the Mexican Government, and in Tijuana airport requested the reversion of the expropriation. During 2008, the Ejido Tampico in Tijuana airport received an unfavorable resolution, which was appealed. Subsequently the Ejido received a favorable resolution, which may affect the perimeter of the airport, due to the lack of information about the shape of the surface reverted in favor of the Ejido. The lawsuit is still pending to be resolved.

In the case of Guadalajara airport, the Ejido El Zapote and Santa Cruz del Valle presented an appeal with jurisdictional authorities against the SCT and the Reforma Agraria, regarding the expropriation decrees issued to build the airport. In November 2010, the Court granted the protection of the federal justice to the ejidos El Zapote and Santa Cruz del Valle, in Guadalajara airport, ordained to replace the administrative procedure of expropriation due to a lack of notification to these Ejidos and declared unsubsistence the Concession granted to the Guadalajara airport in 1998, in reference to manage, operate and develop the airport facilities. On July 10, 2012, the Court revoked this resolution and ordered the reinstatement of the actions in order to obtain more documentary evidence, for the trial with the Ejido El Zapote, the trial is ongoing. However, on July 31, 2014, the court issued a favorable sentence for the Ejido El Zapote, which was challenged by the Company and is still pending to be resolved. In case of the Ejido Santa Cruz del Valle the district court determinate the illegality of the expropriation decree against the Federal Government, which was confirmed by the appellate court and is currently under implementation. The legal advisors of the Company considered the Federal Government is working in a substitute compliance, consisting of the payment of compensation in favor of the ejido Santa Cruz del Valle. Once it is completed the implementation process by the Government, the Company will not have any affectation in the operation or in the results of operations of the airport.

On October 1, 2013, the Company received notices for Grupo Aeroportuario del Pacífico and Puerto Vallarta airport and various federal authorities in connection with three legal proceedings filed by the participants in the Ejido Valle de Banderas. The Ejido is claiming the restitution or payment as a compensation in respect of 154 hectares of land comprising this airport, besides the partial cancellation of the concession granted to Puerto Vallarta airport. The Company attended the initial appointment on October 8, 2013, at which obtained a deferral until December 2, 2013 due to the lack of formal notice, which was again deferred, having the first audience on January 24, 2014, where the Ejido ratified the lawsuit and the Company demanded the suspension of this process due to the incompetence of jurisdiction. Therefore, the audience was delayed for three days, in order to give time to the Ejido to provide a rebuttal. The Company estimates that the court involved in this proceeding, located in the State of Nayarit, does not have jurisdiction, because the airport is located in the State of Jalisco, besides this court is not competent to nullify an administrative act, as it is related to the concession of title. The High Court declared competent the Court of Nayarit, which was challenged by the Company in federal court and is still pending to be resolved.

If the legal proceedings are resolved in such a way that adversely impact any of our airports, the Company’s management has other legal resources to challenge such resolutions. Additionally, under the Concession agreement, the Company has guarantees providing it with access to the airport’s land, and the Mexican government would be liable for any operating disruption caused by the Ejidos and would have to restore the concessionaire the rights to use public property, and compensate any economic damage to the airport. Thus, in the opinion of the Company and its legal counsel, the possibility of an unfavorable outcome is remote.

 

  c. Federal, state and environmental protection laws regulate the Company’s operations. According to these laws, the passing of regulations relating to air and water pollution, environmental impact studies, noise control and disposal of dangerous and non-dangerous material has been considered. The Federal Environmental Protection Agency has the power to impose administrative, civil and criminal penalties against companies violating environmental laws. It is also entitled to close any facilities that do not meet legal requirements. As of the date of these consolidated financial statements, the Company does not have any environmental sanctions against it.

 

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  d. On April 25, 2011, the Company received a notice from the CNBV in which it initiated a proceeding for alleged violations of Mexican disclosure statutes primarily in connection with disputes among AMP’s Stockholders during 2010. This notice is the first stage of the procedure to impose a fine on the Company. On June 3, 2011, the Company exercised its right to appeal the determination of the CNBV and to file evidence to contest this determination. At of the issuance date of these consolidated financial statements, there is no response from the authority. In the opinion of the Company’s management and its legal counsel, the possibility of an unfavorable outcome is considered to be remote.

 

  e. On June 17, 2015, the Mexican Supreme Court issued an ampa ro to the Company upholding the validity of Articles X and XII of the Company’s bylaws regarding the limitations on ownership of its capital stock. Consequently, the challenge initiated by Grupo México and ITM against these articles has been definitively concluded, with the ruling confirming the validity and effectiveness of these articles. On December 11, 2015, both parties were notified of the final judgment, ordering them to refer to the collegiate court of origin to the effect that the Second Civil Chamber of the High Court of Mexico City, who is ordered to confirm articles X and XII of the bylaws of the Company are valid based on Article 48, section III of the Mexican Securities Market Law. As of the issuance date of the consolidated financial statements, the Company is still awaiting final resolution by the court

 

29. Information by operating segment

The Company determines and evaluates its airports individual performances before allocating personnel-related costs and other costs incurred by SIAP, the subsidiary relating to the Company’s senior management. It is for this reason that the Company presents its segment information for airports, which are considered as strategic business units, not by type of service. All airports provide similar services to their customers. For each one of the strategic business the Chief Executive Officer and the Chief Financial Officer, review the internal management reports monthly.

The following table shows a summary of the Company’s financial information by segment as it relates to the Guadalajara, Tijuana, Puerto Vallarta, Los Cabos, Montego Bay, Hermosillo and Guanajuato airports. The financial information relating to the remaining six airports are comprised under “Other airports”. The corresponding information related with SIAP (company that provides technical assistance and professional services highly qualified), CORSA (company that provides operative services specialized in aeronautical industry), PCP (company that manages the parking lot operation), Fundación GAP, DCA, as well as the Company’s own operation (including investments in subsidiaries), was combined and included under “Other Companies”. The elimination of the investment of the Company in its subsidiaries is included under “Eliminations” along with any intersegment revenues and other significant intercompany operations. The performance of each segment is measured in relation to the income before income taxes, as is reported in the internal financial statements.

 

December 31,

2015

  Guadalajara     Tijuana     Puerto
Vallarta
    San José
del Cabo
    Montego
Bay
    Hermosillo     Bajío     Other
Airports
    Others
Companies
    Eliminations     Total  

Total revenues

  Ps.  2,265,398      Ps.  1,171,362      Ps.  986,010      Ps.  1,240,376      Ps.  995,707      Ps.  315,929      Ps.  374,387      Ps.  757,740      Ps.  —        Ps.  —        Ps.  8,106,909   

Total intersegment revenues

    —          —          —          —          —          —          —          —          2,869,819        (2,869,819     —     

Income from operations

    1,351,741        483,094        576,686        663,087        531,608        110,333        205,163        117,646        2,552,892        (2,503,650     4,088,600   

Interest income

    23,683        351        14,533        11,409        28,625        8,319        5,427        13,882        165,823        (181,163     90,889   

Interest expense

    (60,567     (7,965     (25,625     (38,980     (65,446     (10,042     (8,757     (19,317     (153,768     181,163        (209,304

Depreciation and amortizacion for the year

    (264,975     (133,100     (132,076     (169,624     (220,601     (45,364     (43,391     (137,814     (9,488     —          (1,156,435

Income before income taxes

    1,317,731        477,628        573,763        651,470        425,071        109,166        202,117        109,591        2,255,199        (2,503,650     3,618,086   

Income tax expense

    (342,702     (96,375     (144,532     (143,253     (73,513     (39,829     (53,423     (10,180     56,500        —          (847,309

Total assets

    7,721,569        4,678,483        3,451,306        3,574,307        3,268,824        1,336,608        1,194,583        3,505,736        31,013,292        (28,271,310     31,473,399   

Total liabilities

    1,568,853        482,440        693,596        1,085,814        1,733,160        274,784        290,126        595,828        6,328,704        (3,735,947     9,317,356   

actividties

    1,030,285        395,064        476,215        624,153        716,970        158,785        227,176        359,969        628,116        288,020        4,904,753   

Net cash flows used in investing activities

    (216,928     (190,172     (110,996     (162,116     (20,744     (75,239     (59,393     (331,656     901,976        (3,404,661     (3,669,927

Net cash flows used in financing activities

    (540,728     (221,647     (292,556     (189,722     (761,266     33,105        (72,934     118,811        (1,234,888     3,327,995        166,171   

Investmen in productive assets

    5,397,740        3,125,835        2,447,205        2,608,721        5,322,545        891,345        788,939        2,334,419        144,514        —          23,061,263   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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December 31,

2014

  Guadalajara     Tijuana-     Puerto
Vallarta
    San José
del Cabo
    Hermosillo     Bajío     Other
Airports
    Other
Companies
    Eliminations     Total  

Total revenues

  Ps.  2,053,413      Ps.  737,619      Ps.  760,177      Ps.  977,427      Ps.  235,338      Ps.  264,324      Ps.  517,855      Ps.  —        Ps.  —        Ps.  5,546,152   

Total intersegment revenues

    —          —          —          —            —          —          2,471,308        (2,471,308     —     

Income from operations

    1,171,903        354,217        398,540        513,961        90,660        132,200        95,620        2,145,127        (2,137,139     2,765,089   

Interest income

    25,042        7,445        5,641        8,877        2,864        1,926        5,670        26,829        (12,918     71,376   

Interest expense

    (20,454     (5,854     (14,448     (33,207     (4,742     (4,097     (9,715     (7,002     12,918        (86,601

Depreciation and amortization for the year

    (246,144     (135,101     (127,914     (187,048     (43,985     (41,806     (133,536     (9,686     —          (925,220

Income before income taxes

    1,178,771        358,343        391,236        492,869        88,856        130,060        91,556        2,162,547        (2,137,139     2,757,099   

Income tax expense

    (243,267     (31,950     (71,543     (112,401     (8,902     (25,633     9,087        (29,969     —          (514,579

Total assets

    7,369,286        4,406,170        3,287,883        3,140,330        1,161,357        1,036,630        3,073,329        26,878,666        (26,067,444     24,286,207   

Total liabilities

    1,037,484        191,378        454,079        690,460        103,823        125,937        285,208        1,415,500        (1,303,553     3,000,316   

Net cash flows provided by operating activities

    1,238,068        386,214        462,926        671,961        114,391        151,921        231,456        203,293        —          3,460,230   

Net cash flows used in investing activities

    (245,676     (108,031     (43,649     (113,894     (21,410     (12,240     (76,932     3,088,792        (3,100,000     (633,040

Net cash flows used in financing activities

    (1,206,521     (550,000     (422,659     (653,959     (165,678     (154,538     (164,000     (3,182,519     3,100,000        (3,399,875

Investment in productive assets

    5,432,563        3,038,143        2,465,765        2,589,679        845,792        759,490        2,206,645        34,395        —          17,372,472   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

December 31,

2013

  Guadalajara     Tijuana     Puerto
Vallarta
    San José
del Cabo
    Hermosillo     Bajio     Other
Airports
    Other
Companies
    Eliminations     Total  

Total revenues

  Ps.  1,935,689      Ps.  692,155      Ps.  650,646      Ps.  953,427      Ps.  214,048      Ps.  210,827      Ps.  571,043      Ps.  —        Ps.  —        Ps.  5,227,836   

Total intersegment revenues

    —          —          —          —          —          —          —          2,315,843        (2,315,843     —     

Income from operations

    1,056,789        324,698        304,293        527,153        86,160        82,161        21,594        1,978,356        (2,008,027     2,373,177   

Interest income

    28,188        25,163        11,442        24,722        4,944        3,918        14,175        22,311        (10,639     124,223   

Interest expense

    (43,039     (20,308     (29,312     (63,226     (8,400     (8,738     (13,834     (2,928     10,639        (179,145

Depreciation and amortization for the year

    (236,456     (130,842     (126,690     (165,055     (43,451     (40,780     (129,562     (10,400     0        (883,235

Income before income taxes

    1,042,766        330,754        286,782        490,389        82,761        77,371        21,911        1,997,310        (2,008,026     2,322,018   

Income tax expense

    (131,484     20,124        (8,850     (88,308     8,740        861        76,830        46,300        0        (75,788

Total assets

    7,674,175        4,646,736        3,392,347        3,410,018        1,260,185        1,090,061        3,161,276        26,744,080        (26,144,279     25,234,600   

Total liabilities

    1,010,641        208,337        549,585        841,589        145,701        176,253        309,646        197,655        (417,519     3,021,889   

Net cash flows provided by operating activities

    1,189,236        475,736        386,543        607,039        130,799        118,904        256,101        (199,645     0        2,964,713   

Net cash flows used in investing activities

    (264,420     (64,851     (40,817     (81,566     (5,574     (24,347     (192,329     2,177,952        (2,185,000     (680,951

Net cash flows used in financing activities

    (1,099,426     (233,000     (374,791     (390,518     (102,835     (120,005     (156,950     (1,486,732     2,185,000        (1,779,258

Investment in productive assets

    5,422,418        3,058,880        2,553,931        2,653,619        868,406        790,676        2,302,667        37,687        (69     17,688,217   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Productive assets are comprised of Machinery, equipment, Improvements to leased buildings, Improvements to concession assets, Airport concessions, Rights of use of airport facilities, Other acquired rights and Other assets.

 

    Geographic information – All business units of the Company are operating in Mexico, Jamaica and Spain. The financial information presented above shows the different regions where these business units operate.

 

    Principal Customers – The Company has no dependence on a particularly client, as 55.3%, 60.8%, and 58.8% of the total revenues for 2015, 2014 and 2013, respectively, corresponds to the passenger charges that are paid for by passengers upon use of the Company’s airport facilities, that is collected by the airlines to be subsequently reimbursed to the airports, and are covered by the airlines through guarantees issued in favor of the airports. Without the revenues from passenger charges that airlines collect on behalf of the Company, no one client represents more than 10.0% of the consolidated revenues.

 

    Principal suppliers – The Company has no dependence of particularly supplier, due to, no one supplier represents more than 10% of its capital investments in productive assets and/or of the total operating costs.

 

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30. Foreign currency transactions

 

  a. Transactions denominated in foreign currency for the years ended at December 31, 2015, 2014 and 2013 were as follows:

 

     2015      2014      2013  
     (In thousands of U.S. dollars)  

Revenues from aeronautical and non-aeronautical services

     93,431         29,564         29,461   

Revenues for recovery expenses

     774         287         —     

Technical assistance fee

     5,682         5,539         5,457   

Other expenses

     36,616         4,610         5,159   
  

 

 

    

 

 

    

 

 

 

The amounts for 2015 include the operations of MBJA.

 

  b. The exchange rates in effect at the dates of the consolidated balance sheets and the issuance date of the consolidated financial statements were as follows:

 

     December31,      February 24,  
     2015      2014      2013      2016  

Mexican pesos per one U.S. dollar (Note 3.n)

   Ps.   17.2065       Ps.   14.7180       Ps.   13.0765       Ps.   18.0568   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

31. Transactions with related parties

According to the definitions of control established in IFRS, the Company does not have a company controlling its operations, however, and according to these definitions, they are considered related parties the following companies:

 

  a. Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V.

AMP represents an entity with significant influence over the operation of the Company, as it has representation on the Board of Directors, participates in the policy-making processes, maintains material transactions, appoints officers and provides essential technical information, but without exercising control over the Company, no other Stockholder fulfills this definition.

Transactions with AMP, carried out in the ordinary course of business, were entered into at prices comparable to those for transactions with independent parties and were as follows:

 

     2015      2014      2013  

AMP, entity with significant influence Expenses:

        

Technical assistance fees

   Ps.  234,867       Ps.  194,228       Ps.  171,470   
  

 

 

    

 

 

    

 

 

 

Services received

   Ps.  2,289       Ps.  —         Ps.  1,496   
  

 

 

    

 

 

    

 

 

 

In 1999, GAP and AMP entered into a technical assistance and transfer-of-technology agreement whereby AMP and its stockholders agreed to render administrative and advisory services and transfer industry technology and know-how to GAP in Mexico in exchange for consideration. The agreement’s original 15-year term may be automatically renewed for successive five-year terms, with the approval of the stockholders, unless one party gives a termination notice to the other at least 60 days prior to the effective termination date. Only the Stockholders’ Meeting has the authority to decide the non-renewal or deny the renewal of the agreement. If GAP decides to cancel or renew the agreement, GAP needs the approval of at least 51% of the holders of Series B shares other than AMP or any party related to AMP, accordingly to the participation agreement signed on August 25, 1999 among the SCT, GAP in Mexico, its strategic partner and the Stockholders of the strategic partner.

 

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On August 25, 2014, the initial term of the Technical Assistance agreement between the Company and Aeropuertos Mexicanos del Pacifico, S.A.P.I. de C.V. expired. However, the agreement was automatically renewed for an additional five years, pursuant to Clause 5.2 of the agreement. In relation to the agreement renewal, at a Board of Directors Meeting held on April 23, 2014, the opinion of each of the board’s independent directors was requested with respect to the continuation of the agreement, and the majority voted for the automatic renewal option.

According to the agreement, as of January 1, 2000, the Company committed to pay AMP annual consideration of U.S.D.$7,000,000 for the years 2000 and 2001 and, beginning in 2002, the greater of U.S.D.$4,000,000 (these amounts are subject to adjustment based on the CPI) or 5% of GAP’s consolidated operating income, defined as earnings before interest income or expense, calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization.

AMP is also entitled to the refund of expenses incurred in the rendering of services provided for in the agreement.

 

  b. Otay-Tijuana Venture, L.L.C. (OTV)

As mentioned in Note 1.b, on December 9, 2015 the accesses to the new border crossing between Otay, USA and Tijuana, Mexico began operating at the airport in Tijuana. Facilities CBX terminal on the side of the United States of America, are operated by OTV, a related company, which is temporarily paying compensation for the loss of non-aeronautical revenue at the airport. Transactions in the normal course of business were made at prices comparable to those with independent third parties of Ps. 678.

The total amounts paid to key management personnel or directors, for the years ended at December 31, 2015, 2014 and 2013 were as follows:

 

     2015      2014      2013  

Management

   Ps.   28,001       Ps.   25,328       Ps.   28,890   
  

 

 

    

 

 

    

 

 

 

Independent directors (7)

   Ps.  5,168       Ps.  4,366       Ps.   4,137   
  

 

 

    

 

 

    

 

 

 

 

32. Operating lease agreements

Leasing as the lessee – The rents of operating leases are payable as follows:

 

     2015      2014      2013  

Less than one year

   Ps.   18,306       Ps.   9,314       Ps.   8,990   

Between one and 5 years

     47,829         15,537         24,346   
  

 

 

    

 

 

    

 

 

 
   Ps.   66,135       Ps.   24,851       Ps.   33,336   
  

 

 

    

 

 

    

 

 

 

As described in Note 24.a, the Company has leased office space under one five-year operating lease agreement, which was renewed in February 2013 and concludes in January 2018. The monthly rental payments are U.S.$ 33,617. Base rent is subject to increases according to the NCPI and the CPI.

Rental expense in Mexican pesos amounted to Ps. 7,205, Ps. 5,335 and Ps. 5,187 for the years ended December 31, 2015, 2014 and 2013, respectively.

In addition to the monthly rent described above, the Company has entered into rental contracts for other assets, whose amounts are not material.

Leasing as the lessor

 

  a. The Company receives payments from leasing of spaces inside the commercial area of the airports, which have been classified as operating leases. The future minimum lease payments associated with such leases is as follows:

 

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     2015      2014      2013  

Less than one year

   Ps.  554,505       Ps.  556,261       Ps.  568,183   

Between one and 5 years

     714,262         857,782         1,080,748   

More than 5 years

     35,452         54,200         105,428   
  

 

 

    

 

 

    

 

 

 
   Ps.  1,304,219       Ps.  1,468,243       Ps.  1,754,359   
  

 

 

    

 

 

    

 

 

 

 

  b. Future minimum rental payments under non-cancellable leases in MBJA are as shown in the following table:

 

     2015  

Less than one a year

   USD$         1,223   

Between one and five years.

     5,374   
  

 

 

 
   USD$         6,597   
  

 

 

 

During the years ended December 31, 2015, 2014 and 2013, the Company recognized income from leasing activities of Ps. 1,249,644, Ps. 809,714 and Ps. 743,327, in the consolidated statements of profit or loss and other comprehensive income, respectively.

Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee’s monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the years ended December 31, 2015, 2014 and 2013 are disclosed under the caption “Revenues from sharing of commercial activities” in Note 20.

 

33. New accounting principles not yet in effect

The Company has not applied the following new and revised IFRSs that have been issued but are not yet effective:

 

IFRS 9    Financial Instruments2
IFRS 14    Regulatory Deferral Accounts1
IFRS 15    Revenue from Contracts with Customers2
IFRS 16    Leases3
Amendments to IFRS 11    Accounting for Acquisitions of Interests in Joint Operations1
Amendments to IAS 1    Disclosure Initiative1
Amendments to IAS 16 and IAS 41    Agriculture: Bearer Plant1
Amendments to IFRS 10 and IAS 28    Sale or Contribution of Assets between an Investor and its Associate or Joint Venture1
Amendments to IFRS 10, IFRS 12 and IAS 28    Investment Entities: Applying the Consolidation Exception1
Amendments to IFRSs    Annual Improvements to IFRSs 2012-2014 Cycle1

1 Effective for annual periods beginning on or after 1 January 2016, with earlier application permitted.

2 Effective for annual periods beginning on or after 1 January 2018, with earlier application permitted.

3.Effective for annual periods beginning on or after 1 January 2019, with earlier application permitted.

IFRS 9 Financial Instruments

IFRS 9 issued in November 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition and in November 2014 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include a) impairment requirements for financial assets and b) limited amendments to the classification and measurement requirements by introducing a ‘fair value through other comprehensive income’ (FVTOCI) measurement category for certain simple debt instruments.

 

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Key requirements of IFRS 9:

 

    All recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortized cost or fair value. Specifically, debt investments that are held within a business model whose objective is to collect the contractual cash flows, and that have contractual cash flows that are solely payments of principal and interest on the principal outstanding are generally measured at amortized cost at the end of subsequent accounting periods. Debt instruments that are held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets, and that have contractual terms that give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding, are generally measured at FVTOCI. All other debt investments and equity investments are measured at their fair value at the end of subsequent accounting periods. In addition, under IFRS 9, entities may make an irrevocable election to present subsequent changes in the fair value of an equity investment (that is not held for trading) in other comprehensive income, with only dividend income generally recognized in net income (loss).

 

    With regard to the measurement of financial liabilities designated as of fair value through profit or loss, IFRS 9 requires that the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is presented in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Changes in fair value attributable to a financial liability’s credit risk are not subsequently reclassified to profit or loss. Under IAS 39, the entire amount of the change in the fair value of the financial liability designated as fair value through profit or loss is presented in profit or loss.

 

    In relation to the impairment of financial assets, IFRS 9 requires an expected credit loss model, as opposed to an incurred credit loss model under IAS 39. The expected credit loss model requires an entity to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition. In other words, it is no longer necessary for a credit event to have occurred before credit losses are recognized.

 

    The new general hedge accounting requirements retain the three types of hedge accounting mechanisms currently available in IAS 39. Under IFRS 9, greater flexibility has been introduced to the types of transactions eligible for hedge accounting, specifically broadening the types of instruments that qualify for hedging instruments and the types of risk components of non-financial items that are eligible for hedge accounting. In addition, the effectiveness test has been overhauled and replaced with the principle of an ‘economic relationship’. Retrospective assessment of hedge effectiveness is also no longer required. Enhanced disclosure requirements about an entity’s risk management activities have also been introduced.

The Company’s management anticipates that the application of IFRS 9 in the future may have a material impact on amounts reported in respect of the Company’s financial assets and financial liabilities. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 9 until the Company undertakes a detailed review.

IFRS 14, Regulatory Deferral Accounts

IFRS 14, “Regulatory Deferral Accounts”, was issued in January 2014 and applies to annual reporting periods beginning on or after 1 January 2016, earlier application is permitted. The standard specifies the financial reporting requirements for ‘regulatory deferral account balances’ that arise when an Company provides goods or services to customers at a price or rate that is subject to rate regulation. It permits an entity which is a first-time adopter of IFRS to continue to account, with some limited changes, for ‘regulatory deferral account balances’ in accordance with its previous GAAP.

IFRS 15 Revenue from Contracts with Customers

In May 2014, IFRS 15 was issued which establishes a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. IFRS 15 will supersede the current revenue recognition guidance including IAS 18 Revenue, IAS 11 Construction Contracts and the related Interpretations when it becomes effective.

 

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The core principle of IFRS 15 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. Specifically, the Standard introduces a 5-step approach to revenue recognition:

 

    Step 1: Identify the contract(s) with a customer

 

    Step 2: Identify the performance obligations in the contract

 

    Step 3: Determine the transaction price

 

    Step 4: Allocate the transaction price to the performance obligations in the contract

 

    Step 5: Recognize revenue when (or as) the Company satisfies a performance obligation

Under IFRS 15, an Company recognizes revenue when (or as) a performance obligation is satisfied, i.e. when ‘control’ of the goods or services underlying the particular performance obligation is transferred to the customer. Far more prescriptive guidance has been added in IFRS 15 to deal with specific scenarios. Furthermore, extensive disclosures are required by IFRS 15.

The Company’s management anticipates that the application of IFRS 15 in the future may have a material impact on the amounts reported and disclosures made in the Company’s consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 15 until the Company performs a detailed review.

IFRS 16, Leases

IFRS 16 “Leases” was issued in January 2016 and supersedes IAS 17 “Leases” and related interpretations. The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 is effective for periods beginning on or after 1 January 2019, with earlier adoption permitted if IFRS 15 ‘Revenue from Contracts with Customers’ has also been applied.

Under IFRS 16 a lessee recognizes a right-of-use asset and a lease liability. The right-of-use asset is treated similarly to other non-financial assets and depreciated accordingly and the liability accrues interest. This will typically produce a front-loaded expense profile (whereas operating leases under IAS 17 would typically have had straight-line expenses) as an assumed linear depreciation of the right-of-use asset and the decreasing interest on the liability will lead to an overall decrease of expense over the reporting period.

The lease liability is initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily determined, the lessee shall use their incremental borrowing rate.

However, a lessee may elect to account for lease payments as an expense on a straight-line basis over the lease term for leases with a lease term of 12 months or less and containing no purchase options (this election is made by class of underlying asset); and leases where the underlying asset has a low value when new, such as personal computers or small items of office furniture (this election can be made on a lease-by-lease basis).

IFRS 16 establishes different transitional provisions, including retrospective application or the modified retrospective application where the comparative period is not restated.

The Company’s management anticipates that the application of IFRS 16 in the future may have a material impact on the amounts reported and disclosures made in the Company’s consolidated financial statements. However, it is not practicable to provide a reasonable estimate of the effect of IFRS 16 until the Company performs a detailed review.

 

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Amendments to IFRS 11 Accounting for Acquisitions of Interests in Joint Operations

The amendments to IFRS 11 provide guidance on how to account for the acquisition of a joint operation that constitutes a business as defined in IFRS 3 Business Combinations. Specifically, the amendments state that the relevant principles on accounting for business combinations in IFRS 3 and other standards (e.g. IAS 12 Income Taxes regarding the recognition of deferred taxes at the time of acquisition and IAS 36 Impairment of Assets regarding impairment testing of a cash-generating unit to which goodwill on acquisition of a joint operation has been allocated) should be applied. The same requirements should be applied to the formation of a joint operation if and only if an existing business is contributed to the joint operation by one of the parties that participate in the joint operation.

A joint operator is also required to disclose the relevant information required by IFRS 3 and other standards for business combinations.

The amendments should be applied prospectively to acquisitions of interests in joint operations occurring from the beginning of annual periods beginning on or after January 1, 2016.

Amendments to IAS 1 Disclosure Initiative

The amendments to IAS 1 give some guidance on how to apply the concept of materiality in practice.

The amendments to IAS 1 are effective for annual periods beginning on or after 1 January 2016.

Amendments to IAS 16 and IAS 38 Clarification of Acceptable Methods of Depreciation and Amortization

The amendments to IAS 16 prohibit entities from using a revenue-based depreciation method for items of property, plant and equipment. The amendments to IAS 38 introduce a rebuttable presumption that revenue is not an appropriate basis for amortization of an intangible asset. This presumption can only be rebutted in the following two limited circumstances:

 

  a. When the intangible asset is expressed as a measure of revenue; or

 

  b. When it can be demonstrated that revenue and consumption of the economic benefits of the intangible asset are highly correlated.

The amendments apply prospectively for annual periods beginning on or after January 1, 2016. Currently, the Company uses the straight-line method for depreciation and amortization for its property, plant and equipment, and intangible assets respectively. The Company’s management believes that the straight-line method is the most appropriate method to reflect the consumption of economic benefits inherent in the respective assets and accordingly, does not anticipate that the application of these amendments to IAS 16 and IAS 38 will have a material impact on the Company’s consolidated financial statements.

Amendments to IAS 16 and IAS 41 Agriculture: Bearer Plants

The amendments to IAS 16 and IAS 41 define a bearer plant and require biological assets that meet the definition of a bearer plant to be accounted for as property, plant and equipment in accordance with IAS 16, instead of IAS 41. The produce growing on bearer plants continues to be accounted for in accordance with IAS 41.

Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture

The amendments to IFRS 10 and IAS 28 deal with situations where there is a sale or contribution of assets between an investor and its associate or joint venture. Specifically, the amendments state that gains or losses resulting from the loss of control of a subsidiary that does not contain a business in a transaction with an associate or a joint venture that is accounted for using the equity method, are recognized in the parent’s profit or loss only to the extent of the unrelated investors’ interests in that associate or joint venture.

 

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Similarly, gains and losses resulting from the remeasurement of investments retained in any former subsidiary (that has become an associate or a joint venture that is accounted for using the equity method) to fair value are recognized in the former parent’s profit or loss only to the extent of the unrelated investors’ interests in the new associate or joint venture.

The amendments should be applied prospectively to transactions occurring in annual periods beginning on or after 1 January 2016. The directors of the Company anticipate that the application of these amendments to IFRS 10 and IAS 28 may have an impact on the Company’s consolidated financial statements in future periods should such transactions arise.

Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception

The amendments to IFRS 10, IFRS 12 and IAS 28 clarify that the exemption from preparing consolidated financial statements is available to a parent that is a subsidiary of an investment entity, even if the investment entity measures all its subsidiaries at fair value in accordance with IFRS 10. The amendments also clarify that the requirement for an investment entity to consolidate a subsidiary providing services related to the former’s investment activities applies only to subsidiaries that are not investment entities themselves.

Annual Improvements to IFRSs 2012-2014 Cycle

The Annual Improvements to IFRSs 2012-2014 Cycle include a number of amendments to various IFRSs, which are summarised below.

The amendments to IFRS 5 introduce specific guidance in IFRS 5 for when an entity reclassifies an asset (or disposal group) from held for sale to held for distribution to owners (or vice versa). The amendments clarify that such a change should be considered as a continuation of the original plan of disposal and hence requirements set out in IFRS 5 regarding the change of sale plan do not apply.

The amendments also clarifies the guidance for when held-for-distribution accounting is discontinued.

The amendments to IFRS 7 provide additional guidance to clarify whether a servicing contract is continuing involvement in a transferred asset for the purpose of the disclosures required in relation to transferred assets.

The amendments to IAS 19 clarify that the rate used to discount post-employment benefit obligations should be determined by reference to market yields at the end of the reporting period on high quality corporate bonds. The assessment of the depth of a market for high qualify corporate bonds should be at the currency level (i.e. the same currency as the benefits are to be paid). For currencies for which there is no deep market in such high quality corporate bonds, the market yields at the end of the reporting period on government bonds denominated in that currency should be used instead.

The Company is evaluating the potential effects of IFRS 9, IFRS 15 and IFRS 16 in its consolidated financial statements. With regards to the other IFRS amendments and improvements, the impact of these accounting changes is not expected to have a material effect on the Company’s consolidated financial statements.

 

34. Subsequent events

 

    On January 19 and February 15, 2016, the Company paid off the loans entered into with Scotiabank and BBVA for USD$96,000,000 and USD$95,000,000, respectively. These loans were paid with funds obtained from new loans received on the same date from Scotia and BBVA for USD$95,500,000, each for a term of 5 years paying interest at Libor 1M plus 99 and 105 basis points, respectively.

 

    On January 29, 2016, the Company issued the first tranche of the GAP 15 long-term debt securities for a total of Ps. 1,100,000, which has the same characteristics as the original issuance, except for the issuance date and placement price. The GAP 15 debt securities’ interest will be payable every 28 days at a variable rate of TIIE-28 plus 24 basis points. Principal will be payable at maturity on February 14, 2020.

 

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    On February 18, 2016, the Company was notified of the decision of the Superior Court of Mexico City in accordance with the decision of Mexico’s Supreme Court, which confirmed the validity of the Company’s bylaws, declared that Grupo Mexico S.A.B. de C.V. (GM) and ITM are in violation of the Company’s bylaws, resulting from the fact that together they hold more than the 10% of the Company’s capital stock allowed under Article X of the bylaws, Therefore, it ordered the sale by GM and ITM of the Series “B” shares held in excess of 10% of the Company’s capital stock; and instructed them that the sale should be conducted through a public offer (Oferta Pública de Venta) in accordance with the laws of Mexico and Article XII of the Company’s bylaws.

 

35. Authorization to issue the financial statements

On February 24, 2016 the issuance of these consolidated financial statements was authorized by Fernando Bosque Mohino, and Saúl Villareal García, Chief Financial Officer. Consequently, these consolidated financial statements do not reflect events after this date and are subject to approval at the ordinary general stockholders’ meeting, where they may be modified based on provision set forth by the Mexican General Corporate Law.

* * * * * *

 

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EX-1.1 2 d144740dex11.htm EX-1.1 EX-1.1

Exhibit 1.1

As amended at Extraordinary Shareholders’ Meeting held on April 21, 2015

ARTICLES OF INCORPORATION

OF

GRUPO AEROPORTUARIO DEL PACÍFICO, S.A.B. DE C.V.

FIRST CHAPTER

CORPORATE NAME, CORPORATE OBJECTIVE, CORPORATE ADDRESS, NATIONALITY AND DURATION

FIRST ARTICLE. Corporate Name. The name of the business association is “Grupo Aeroportuario del Pacífico,” and will always be followed by the words “Sociedad Anónima Bursátil de Capital Variable” or by the initials “S.A.B. de C.V.”

SECOND ARTICLE. Corporate Objective. The corporate objective of the business association is:

1. To promote, constitute, organize, utilize, acquire and participate in the corporate equity or property of any commercial or civil society organizations, associations or business associations, whether industrial, commercial, service-providing, or any other type, both national and foreign, as well as to participate in their administration or liquidation; and to acquire, sell, transfer, or make use of, under any legal title, the shares, interests, participations or other titles with value, in public or private business associations, whether as a founder or by the acquisition of shares or participations, including without limitation, in business associations administrating, operating or rendering airport, commercial and complementary services or building and/or utilizing civil airports within the terms set forth in the Airport Act (Ley de Aeropuertos) and its provisions, as well as to participate in the corporate equity of business associations rendering any services, as permitted by law;

2. To receive from, or render to, any other Mexican or foreign legal entities, business associations or individual persons, services that might be required to engage in its corporate objective, including without limitation, technical consulting services in industrial, administrative, accounting, marketing or financial areas regarding the management, operation, construction, and/or administration of airports.

3. To request and obtain under any title, by its own or by means of its subsidiaries, concessions or permits to undertake the management, operation, construction and/or administration of airports as well as the rendering of any other services necessary to the utilization of such airports and the realization of any activity that directly supports and is related to such corporate objective, including without limitations, any warehousing, bonded warehousing and any other activity complementary to the rendered services and directly serving the same, as well as granting guarantees upon such concessions and permits. Likewise, according to the provisions of the applicable regulations and the respective concession, the business association will be able to receive, directly or by means of its subsidiaries, the income due for the use of the civil airport infrastructure through the making of contracts for services directly rendered and commercial activities performed.


4. To obtain, acquire, dispose of, use or license any patent, certificate of invention, trademark, trade name, copyright or right regarding the same, or any intellectual property or personal or real property right upon the same, whether in Mexico or abroad.

5. With regard to any actions necessary or convenient to the corporate objective, to obtain any type of loan or credit with or without a specific guarantee, and to grant loans.

6. With regard to any actions necessary or convenient to the corporate objective, to grant any guarantee in obligations assumed by the business association or by other business associations or third parties, including the creation of real rights and trusts (afectaciones fiduciarias) necessary or convenient to achieving the corporate objectives, and also to endorse titles of credit subscribed to by the aforementioned persons. Likewise, the business association may guarantee, by any legal means, for remuneration or gratuitously, the fulfillment of third parties’ obligations, whether individual persons or legal entities, national or foreign and to undertake joint liability on debts to third parties, whether individual persons or legal entities, national or foreign.

7. To issue and subscribe titles of credit, to accept and endorse them, and to guarantee the same with liens on real property.

8. To keep, possess, sell, transfer, dispose, or lease assets, real estate or properties, as well as the real rights upon them, as necessary or convenient to realizing the corporate objective or to the civil or commercial legal entities in which the business association might have an interest or participation.

9. Generally, to engage in and perform every action, contract and transaction related, incidental or accessory, which is necessary or convenient to engaging in the abovementioned corporate objectives.

THIRD ARTICLE. Corporate Address. The corporate address of the business association is in Guadalajara City, Jalisco, as are the business association’s executive management offices and principal place of business. The corporate address will not be construed as if changed when the business association establishes branches and agencies in other localities. Without signifying any change in the above corporate address, the business association may stipulate other addresses within the contracts and legal acts that it executes; establish offices, branches or agencies anywhere within Mexico and in any foreign country; voluntarily submit by any legal act, contract or agreement to the application of foreign laws or laws of any Mexican state and to the jurisdiction of the respective courts; designate other addresses in Mexico or in a foreign country in order to receive any notices or judicial or extrajudicial summons; or appoint persons bearing a general or special power of attorney in any foreign country for such purposes or any other purpose.

FOURTH ARTICLE. Nationality. The business association is Mexican. The current or future shareholders of the business association are formally required by the Ministry of Foreign Affairs (Secretaría de Relaciones Exteriores) to be considered nationals of Mexico with respect to the shares of the business association that they acquire or hold, as well as with respect to the properties, rights, franchises, participations or interests that the business association holds, or to the rights and obligations resulting from the contracts in which the business association takes part with Mexican authorities. Consequently, the foreign partners, current or future, are obliged in virtue of the same, not to appeal to their Governments for protection under penalty of losing their shares to the republic of Mexico.

 

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FIFTH ARTICLE. Duration. The duration of the business association is one hundred (100) years, counting from the date of its constitution, and may be extended by consent of the shareholders.

SECOND CHAPTER

CORPORATE EQUITY AND SHARES

SIXTH ARTICLE. Corporate Equity. The corporate equity shall be variable. The minimum fixed part of the corporate equity is twelve billion five hundred and twenty-eight million seven hundred seventy-nine thousand two hundred and eighty-four and four one-hundredths Mexican pesos (Ps.12,528,779,284.04), represented by five hundred sixty-one million (561,000,000) ordinary, nominative Series I shares without par value, fully subscribed and paid-in. The variable part of the corporate equity, if existent, shall be represented by ordinary, nominative Series II shares without par value, which shall have the rest of the characteristics determined by the shareholders’ meeting approving their issuance.

The corporate equity of the business association shall be distributed in two Series of shares as follows:

1. Series “B” Shares, which may be freely subscribed and may account for up to one hundred percent (100%) of the corporate equity. The Series “B” Shares may be acquired by any person, national or foreign, including individuals, enterprises or entities defined as foreign investors under Article 2 of the Foreign Investment Act (Ley de Inversión Extranjera), except for foreign governments; and

2. Series “BB” Shares which may be acquired by national or foreign persons, including individuals, enterprises or entities defined as foreign investors under Article 2 of the Foreign Investment Act, except for foreign governments, provided they satisfy the provisions of the present Articles of Incorporation, and will represent up to the fifteen percent (15%) of the corporate equity.

Series “BB” Shares shall be subject to the following regulations:

a. The holders of Series “BB” Shares, by an affirmative vote of the majority of the shares representing such Series, will have the right to name four (4) proprietary members of the Board of Directors of the business associations and their alternates, who will have the rights and attributes established by these Articles of Incorporation;

b. Series “BB” Shares shall not be transferred, but for the exceptions provided in the Eleventh Article of these Articles of Incorporation. Nevertheless, their holders will be able to convert them into Series “B” Shares, which may be freely transferred. The conversion of Series “BB” Shares into Series “B” Shares will conform to the following:

i. The limit of this Series “BB” in the corporate equity shall be reduced in proportion to the Series “BB” Shares converted into Series “B” Shares, and the percentage shall only be increased again through the approval of an Extraordinary Shareholders’ Meeting;

ii. Up to forty-nine percent (49%) of the shares representing the Series “BB” may be converted into Series “B” Shares at any time, without restriction.

 

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iii. Except if it is previously authorized by the Ministry of Communication and Transport (Secretaría de Comunicaciones y Transportes, or “SCT”), the conversion, where applicable, of the remaining fifty-one percent (51%) of the shares representing Series “BB” shall only be made beginning on August 25, 2009. From such date on, and up to August 25, 2014, the Series “BB” shareholders will be able to convert, annually, up to one-fifth of such fifty-one percent (51%) of Series “BB” Shares representing the corporate equity they own. The right to convert the Series shall be accumulative, such that if no conversion is made within one year, the allowable conversion increases in subsequent years.

iv. If on or before August 25, 2014, Series “BB” Shares represent less than seven point sixty-five percent (7.65%) of the corporate equity of the business association, such shares will be obligatorily converted into Series “B” Shares.

v. Beginning on August 25, 2014, if the Technical Assistance and Technology Transfer Agreement (Contrato de Asistencia Técnica y Transferencia de Tecnología), dated August 25, 1999, has not been renewed, all Series “BB” shares may be converted into Series “B” shares by a request of the Series “BB” shareholders under the terms of paragraph “vi” below. Under the terms of the Technical Assistance and Technology Transfer Agreement, the Series “BB” shareholders shall own at least seven point sixty-five percent (7.65%) of the corporate equity of the business association in order to render the services provided in the contract.

vi. Nonetheless, Series “BB” shareholders who wish to convert such shares into Series “B” shares shall communicate their decision to the Board of Directors of the business association, which, within the following fifteen (15) business days, shall perform the respective exchange.

The business association may issue treasury shares of any series constituting the corporate equity, which will be kept in the Office of Treasurer of the business association to be delivered whenever the subscription is made, and may also issue treasury shares under terms and conditions provided in Article 53 and other applicable provisions of the Securities Market Law (Ley del Mercado de Valores), as well as enter into options agreements with third parties in whose benefit the right to subscribe and purchase the shares issued by the business association is granted. Series II shares kept in treasury in which respect the business association grants options for subscription and payment will obligatorily convert to Series I shares when options are exercised and paid for by the holders of the same and, consequently, the minimum fixed corporate equity for the business association will be automatically increased and the Board of Directors shall convoke an Extraordinary Shareholders’ Meeting in which the modification to this Sixth Article shall be approved in order to affix the minimum fixed equity of the business association following such increase.

All ordinary shares will confer, within their respective series, equal rights and obligations to their owners. The certificates and titles supporting the shares must fulfill all requirements established in Article 125 of the General Law of Commercial Corporations (Ley General de Sociedades Mercantiles); may represent one or more shares and shall be signed by a member of the Board of Directors appointed by the Series “B” shareholders and by a member of the Board of Directors appointed by the Series “BB” shareholders and shall contain an exact transcription of this article, as well as of the Tenth, Eleventh, Twelfth, Thirteenth and Fourteenth Articles of these Articles of Incorporation.

If the shares are to be held by a depositary, the business association may deliver to such institution single or multiple titles to a part or all of the shares subject to issuance and deposit, which will be emitted to the benefit of such depositary and may or may not include attached coupons.

SEVENTH ARTICLE. Registry. The business association shall maintain a share register, which may be kept by the business association, a Mexican credit institution or a depositary, acting as a

 

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registrar agent for the business association, in which all of the transactions related to the subscription, acquisition or transfer of shares shall be registered, and in which the names, addresses and nationalities of the shareholders and of the beneficial owners of shares shall be indicated. Provided the shares representing the corporate equity of the business association are listed on the stock exchange, such share register will be updated annually with respect to the deposited shares, and any records and notes the respective depositary keeps, according to the applicable provisions of the Securities Market Law.

The share register will remain closed during the periods between the third business day prior to a shareholders’ meeting, up to and including the date of the meeting, therefore there will not be any inscriptions in the share register during such periods, except for what is provided in the second paragraph of Article 203 of the Securities Market Law.

The business association shall consider as legitimate owners of the shares only those who appear as shareholders in the share register, according to Articles 128 and 129 of the General Law of Commercial Corporations.

While the business association maintains its issued shares registered with the National Registry of Securities (Registro Nacional de Valores), where the transactions are made through the stock market, the above constrain will be additionally subject to the applicable regulations under the Securities Market Law, or to the regulations that pursuant to the same act are issued by the National Banking and Title Commission (Comisión Nacional Bancaria y de Valores), and to the provisions in the Twelfth Article of these Articles of Incorporation.

EIGHTH ARTICLE. Cancellation of Registration. While the shares of the business association are registered with the National Register of Securities pursuant to the Securities Market Law and to the general provisions established by the National Banking and Title Commission, if the registration of the shares of the business association in such register is cancelled, whether by request of the business association or by a resolution adopted by the National Banking and Title Commission under the act, the business association is obliged to make a public offer to purchase the entirety of the shares registered before such cancellation. The business association shall transfer to a trust fund, for at least a six (6) month period, the resources necessary to purchase, at the same price as under the public offer to purchase, the shares of investors who did not accept such offer in the event that, once the public offer of purchase is completed and prior to the cancellation of the registration of shares or other securities issued and based on those shares in the National Register of Securities, the business association could not acquire one hundred percent (100%) of the paid-in corporate equity.

The aforementioned public offer to purchase shall be made at least at the highest price resulting from: (i) the average closing price of the transactions made during the thirty (30) days prior to the offer date in which the shares were listed, or (ii) the accounting value of the shares according to the last quarterly report filed to the commission and to the stock exchange before the offer, except if the National Banking and Title Commission, when deciding upon the authorization of the public offer to purchase of shares tending towards cancellation of such registration, authorizes a different price. A public offer is not required if unanimous consent is obtained from the shareholders for the respective cancellation. The cancellation of the registration of shares of the business association from the National Register of Securities requires, in addition to any other requisite established by the Securities Market Law and other applicable provisions, requires: (i) previous approval of the National Banking and Title Commission; and (ii) approval by at least ninety-five percent (95%) of the corporate equity at an Extraordinary Shareholders’ Meeting.

NINTH ARTICLE. Repurchase of Shares. Under Article 56 of the Securities Market Law, the business association is able to acquire shares of its own corporate equity through the stock market without the application of the prohibition established in the first paragraph of Article 134 of the General Law of Commercial Corporations, provided the Securities Market Law and other applicable provisions are fulfilled.

 

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Unissued shares belonging to the business association, or, if applicable, shares held in treasury, without detriment from the provisions of the General Law of Commercial Corporations, may be placed among the investing public, without requiring a resolution of a shareholders’ meeting or consent of the Board of Directors. For the purpose of what is established in this paragraph, the provision in Article 132 of the General Law of Commercial Corporations shall not be applicable.

TENTH ARTICLE. Limits on Participation. The participation of any person in the corporate equity of the business association, will be subject to the following regulations, understanding that such regulations will not apply to the participation (i) depositary institutions, or (ii) financial entities or other authorized entities having or holding titles on behalf of third parties, understanding that this exception is not applicable to the share participation that every beneficiary has directly or indirectly in the business association:

1. The Series “B” shareholders, whether individually or jointly, will not have a participation greater than ten percent (10%) of the total corporate equity of the business association in circulation, except if such limits on share participation are modified pursuant to the Twelfth Article or Fourteenth Article of the present Articles of Incorporation.

2. The Series “BB” shareholders will not have any limitations to their individual participation in shares of such series; nevertheless, such series shall only represent up to the fifteen percent (15%) of the authorized corporate equity pursuant to the Sixth Article of these Articles of Incorporation.

3. The Series “BB” shareholders, whether individually or jointly with Related Persons, will also be able to own Series “B” Shares. Nonetheless, regardless of the shares they possess, along with Series “B” and “BB” Shares, the Series “BB” shareholders shall not vote with more than ten percent (10%) of the equity votes and any shares held in excess of this ten percent (10%) limitation will be compelled to vote in agreement with the majority of the votes in a shareholders’ meeting.

The limits on share participation provided in this article shall be exceeded neither directly nor through trust funds, agreements, social contracts or articles of incorporation, pyramid schemes or any other mechanism purporting to grant a participation greater than that established herein.

For the purposes of this Tenth Article and of the Twelfth Article, exclusively, the term “Related Person” shall mean: (i) those business associations being Controlled, under the same Control or Controlling the respective business association; (ii) any subsidiary of a Related Person; or (iii) those individuals who have a direct familial or kinship relationship up to the fourth degree, whether ascendant or descendent, with a person who holds a five percent (5%) or greater share of the corporate equity of such person or of any Related Persons to such person.

For the purposes of this Tenth Article and of the Twelfth Article, exclusively, the term “Control” shall mean: (i) the possession of more than a thirty-five percent (35%) of the shares of the corporate equity by a single person with the voting right of another person; (ii) the contractual right that a person has to appoint the majority of the members of the Board of Directors of another person; or (iii) the right of a person to cause, by means of his own vote or by means of a joint vote of any Related Persons, the approval or rejection of any decision of the General Ordinary Shareholders’ Meetings of another person.

 

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ELEVENTH ARTICLE. Transfer of Series “BB” Shares. Except for what is provided in the following paragraph, according to the provisions of the Sixth Article of these Articles of Incorporation, in order to transfer Series “BB” Shares, these must previously be converted in Series “B” Shares.

In case of transfer of Series “BB” Shares to a Related Person (as defined in the Tenth Article) who is not a physical person and fulfills the requirements established in number 3.2 of the invitation and bases of the tender for shares representing the corporate equity of the business association, published in the Official Gazette (Diario Oficial de la Federación) on February 25, 1999 and amended on July 9, 1999, in derogation from the provisions of the Sixth Article of these Articles of Incorporation, the provisions of the preceding paragraph shall not apply. Nonetheless, the SCT shall be given at least fifteen (15) days’ notice of such transfer.

TWELFTH ARTICLE. Modifications to Limits on Participation. Any modification to the provisions in the Seventh, Tenth, Eleventh and Twelfth Articles of these Articles of Incorporation regarding the limits on participation and to the share distribution established in the Sixth Article above shall require an affirmative vote of shares representing eighty-five percent (85%) of the corporate equity.

In case that a person, individually or jointly with Related Persons, acquires a percentage exceeding the limits on participation established in the Tenth Article above, such person or group of persons will be compelled to sell the excess through a public offer of shares, which shall be realized according to applicable law. Until the sale is accomplished, the excess shares will not have a vote and will not be represented in any meeting.

Any modification to the obligation to carry out the public offer to sell shares mentioned in the immediately preceding paragraph will require an affirmative vote of shares representing ninety-five percent (95%) of the corporate equity of the business association.

THIRTEENTH ARTICLE. Increases and Decreases of the Corporate Equity. Except for increases and decreases in equity as provided by the Ninth Article of the present Articles of Incorporation, increases or decreases of the minimum fixed equity of the business association shall be approved by an Extraordinary Shareholders’ Meeting, subject to the provisions of these Articles of Incorporation and to the General Law of Commercial Corporations, except when it derives from the placement of shares acquired by the business association by any means or to any person authorized by the Board of Directors or from the conversion of shares by exercising any option granted by the business association.

Increases or decreases to the variable part of the corporate equity may be approved in a General Ordinary Shareholders’ Meeting in which the requirements of voting established in these Articles of Incorporation are fulfilled, and which act shall be formalized by public deed before a notary public but without being registered in the Public Register of Commerce (Registro Público de Comercio).

In terms of Article 53 and other applicable provisions of the Securities Market Law, the business association is able to issue shares to be held in Treasury, to be subsequently subscribed by the investing public, as long as (i) the Extraordinary Shareholders’ Meetings approves the maximum amount of increase in equity and the conditions under which the respective placement of shares shall be made; (ii) the subscription of the issued shares is realized through a public offer and prior registration in the National Register of Securities, fulfilling, in both cases, the related provisions in the Securities Market Law and in the applicable general regulations derived from the same; and (iii) the amount of the subscribed and paid-in equity of the business association is announced when the business association publicizes the authorized equity represented by the issued and not outstanding issued shares. The preferred right of subscription referred in Article 132 of the General Law of Commercial Corporations will not apply in matters regarding increases of equity through public offers.

 

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In case of an increase in equity, shareholders will have a pre-emptive right, at the moment of approval of the increase, to subscribe to such increase in proportion to the respective number of shares held within each series and in its respective series accordingly to the provisions in Article 132 of the General Law of Commercial Corporations, as described below. This right will not apply for the purpose of merging the business association, for the conversion of obligations, for the re-placement of treasury shares under Article 56 of the Securities Market Law and these Articles of Incorporation, or for the public offer of shares under Article 53 of the Securities Market Law.

The pre-emptive right established in this article shall be exercised by subscription of the issued shares proportional to the increase occurring within fifteen (15) business days after the date of publication, in one of the newspapers of broad distribution in the jurisdiction of the corporate address, of the resolution of the shareholders’ meeting decreeing an increase in equity, and its payment in accordance with the terms agreed upon at such meeting.

Notwithstanding the preceding paragraph, if the entirety of the shares in which the corporate equity is divided were represented in the respective meeting, such term of fifteen (15) business days shall be computed from the date in which such meeting is held and the shareholders will be considered as notified of the resolution at that moment. In this case, publication of the resolutions shall not be required.

If Series “B” Shares remain in treasury after the expiration of the term during which the shareholders could exercise the pre-emptive right granted by this article, the respective shares may be offered to any person for subscription and payment under terms and within deadlines established by the meeting which decreed the increase in equity, or under terms and within deadlines established by the Board of Directors or the delegates appointed by the meeting for such purposes, with the understanding that the priced for the shares offered to third parties shall not be less than the price offered for subscription and payment to the shareholders of the business association.

Increases in the equity may be realized under any of the conditions established in Article 116 of the General Law of Commercial Corporations, through a payment in cash or goods, or through the capitalization of liabilities or reserves by the business association or any stockholders’ equity account. Because the shares of the business associations have no par value, it shall not be necessary to issue new shares in cases of equity increase as a result of the capitalization of fees upon shares, capitalization of retained profits or capitalization of reserves of valuation or revaluation, unless required to do so by the shareholders’ meetings approving such increase pursuant to Article 53 and other applicable provisions of the Securities Market Law and Article 210 bis of the General Credit Titles and Operations Act.

Any increase or decrease in the variable portion of the corporate equity must be noted in the Register of Changes in Equity held for this purpose by the business association.

Shareholders owning shares representing variable corporate equity will not have the withdrawal rights referred to in Article 220 of the General Law of Commercial Corporations.

The corporate equity may be decreased by a decision of the General Ordinary Shareholders’ Meeting according to the provisions of this article, as well as the conditions of division established in Article 206 of the General Law of Commercial Corporations. Decreases to the minimum fixed part of the equity require a resolution of the Extraordinary Shareholders’ Meeting and the consequent modification to the Sixth Article of these Articles of Incorporation, in which case, the provisions of Article 9 of the General Law of Commercial Corporations must also be fulfilled unless the decrease in equity is done for the sole purpose of offsetting losses.

 

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Decreases in the corporate equity may be done to offset losses, to refund shareholders for their contributions or to release them from unpaid amounts, as well as in the hypotheses established in Article 206 of the General Law of Commercial Corporations.

Decreases to the corporate equity to offset losses or by refund to shareholders will be realized proportionally to the minimum fixed part and to the variable part of the corporate equity, as well as to the series of shares.

The corporate equity shall not, in any case, be decreased below the minimum and every decrease of the variable part of corporate equity shall be registered in the Register of Changes in Equity held for this purpose by the business association.

The business association may redeem shares by distributable profits without decreasing the corporate equity. In addition to the observation of the provisions in Article 136 of the General Law of Commercial Corporations, the Extraordinary Shareholders’ Meeting determining the redemption shall observe the following particular regulations:

1. The meeting may determine a decrease in the value of shares, proportionally to all shareholders, in such way that following the amortization the shareholders maintain the same percentages with respect to the total corporate equity that they presented prior to the redemption, without canceling share certificates due to a lack of nominal value.

2. If the meeting determines that a share redemption shall be made through acquisitions of shares in the stock market, the meeting or the Board of Directors will approve a system for the withdrawal of shares, the amount of shares to redeem and the person appointed as intermediary or stock agent.

3. Except for the provisions in clause 2 above, and if the meeting should fix a determined price for the redemption, the shares to be redeemed will be designated in all cases by a raffle before a notary public or a commercial notary public (Corredor Público), and the referred raffle shall be realized, in all cases separating every series composing the corporate equity, in such way that shares from all series will be proportionally redeemed such that, following redemption, these represent the same percentage that they represented prior to the redemption with respect to the total corporate equity. The share certificates redeemed in the case described in this third clause shall be annulled.

FOURTEENTH ARTICLE. Participation by Subsidiaries. The entities controlled by the business association may not acquire, directly or indirectly, shares of the corporate equity of the business association, or securities representing such shares, except when (i) such entities in which the business association participates as a majority shareholder acquire shares of the business association to comply with options or share offerings that are or may be granted or designed in favor of employees or officials of such entities or of the business association, provided that the number of shares acquired for such purposes does not exceed twenty-five percent (25%) of the total outstanding shares of the business association or (ii) pursuant to the provisions of Article 56 of the Securities Market Law.

THIRD CHAPTER

MANAGEMENT OF THE BUSINESS ASSOCIATION

FIFTEENTH ARTICLE. Composition. The management of the business association will be undertaken by a Board of Directors and a General Director who will perform the functions established by

 

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the Securities Market Law and will comprise exactly eleven (11) members, except if a shareholders’ meeting mandates an increase to satisfy the requirement under the Securities Market Law for independence of at least twenty-five percent (25%) of the Board of Directors, and other provisions applicable to the business association in Mexico and in different jurisdictions. The meeting may appoint an alternate for each proprietary member of the Board of Directors. The above, with the understanding that only the members of the Board of Directors appointed by Series “BB” shareholders will have alternates.

The members of the Board of Directors, who need not be shareholders, shall also fulfill the requirements provided in the Securities Market Law. Series “B” shareholders with a right to vote, even if limited or restricted, who individually or jointly represent ten percent (10%) or more of the corporate equity of the business association, will have the right to appoint or remove a member of the Board of Directors in a General Ordinary Shareholders’ Meeting. In this case, such shareholder or group of shareholders shall no longer be able to exercise their right to vote in order to appoint the members of the Board of Directors whose appointment requires a majority vote of the Series “B” shareholders. If any shareholder or group of shareholders representing at least ten percent (10%) of the common shares exercises the right to appoint a member of the Board of Directors, the majority will only have the right to appoint the remaining number of members of the Board of Directors from the total number of which it was entitled to appoint. Such members of the Board of Directors shall only be removed by a vote of the other shareholders, and requires removal of all other members of the Board of Directors. In addition, the preceding provision will be effective unless the revocation is for cause under the Securities Market Law. The members of the Board of Directors will be elected in terms of one (1) year and will continue performing their functions for up to thirty (30) calendar days after the conclusion of this period if an alternate has not been appointed or when such alternate has not been instated. The members of the Board of Directors of the business association may be reelected and will receive an income as determined by the General Ordinary Shareholders’ Meeting.

Notwithstanding the previous paragraph, the Series “BB” shareholders will have the right to appoint four (4) proprietary members and their respective alternates. The shareholders’ meeting will only remove the members of the Board of Directors appointed by such minority when the rest of the members of the Board of Directors are removed.

For the election of the members of the Board of Directors of the business association, shareholders will observe the following:

Shareholders who individually or jointly hold ten percent (10%) of the corporate equity of the business association intend to appoint a member of the Board of Directors shall give notice to the Nomination and Compensation Committee of the business association within five (5) days after the publication of the convocation for a General Ordinary Shareholders’ Meeting. Such notice shall include at least: (i) complete name and experience of the person who is expected to be appointed, and (ii) an opinion as to whether such person fulfills the conditions of independence defined by law and other applicable provisions.

The Nomination and Compensation Committee of the business association shall present to the General Ordinary Shareholders’ Meeting a list of names of candidates expected to compose the Board of Directors of the business association, including the names of those who, according to the paragraph above, are indicated by the minority shareholders, excluding however the names of the members of the Board of Directors to be appointed by the Series “BB” shareholders.

The Nomination and Compensation Committee of the business association may propose to the General Ordinary Shareholders’ Meeting the total or partial confirmation of the following year’s positions for members of the Board of Directors, as previously named by the Series “B” shareholders, while taking into consideration the members of the Board of Directors proposed by minority shareholders.

 

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The list of names of candidates for membership on the Board of Directors that the Nomination and Compensation Committee proposes to the shareholders’ meeting shall be available for the shareholders along with the report referred to in Article 172 of the General Law of Commercial Corporations, within the deadline that Article 173 of such law establishes, without detriment to the right of shareholders to be provided with a copy of such list whenever they so request. The nomination of a candidate by the Nomination and Compensation Committee shall be presented along with a document stating such person’s acceptance as a candidate and that such person has no impediments to occupying the respective position.

In every shareholders’ meeting in which the appointment of members of the Board of Directors is discussed, members elected by the Series “BB” shareholders will be appointed first, followed by members appointed by any Series “B” shareholder or group of shareholders owning ten percent (10%) of the corporate equity. If these Series “B” shareholders should not want to exercise such right and the Nomination and Compensation Committee has not proposed the confirmation of the positions of all of the members of the Board of Directors previously appointed by the Series “B” shareholders, then the meeting shall proceed to the confirmation of the appointment of the necessary number of members of the Board of Directors and to the appointment of the new members as needed from among those proposed by the committee in the list, in order to complete the total number of members of the Board of Directors.

In appointing the members of the Board of Directors, those who have a Conflict of Interests (Relación de Conflicto de Intereses) (as defined below) with the business association or its subsidiaries will be rejected. For the purposes of the present Articles of Incorporation, a “Conflict of Interests” means any transaction performed by a person or a group of Related Persons with such person, with the business association, affiliated or subsidiaries representing over the five percent (5%) of the sales that such person carried out on the last performances or an individual or accumulated transaction greater than four hundred thousand U.S. dollars (U.S.$400,000.00) or its equivalent in Mexican currency or in legal currency of jurisdictions other than Mexico. It will not be considered as a Conflict of Interests with respect to the appointment of the members of the Board of Directors whenever the appointment by the Series “BB” shareholders falls upon officers or Persons Related to such.

For the purposes of these Articles of Incorporation, except for the Tenth and Twelfth Articles, “Related Person” shall mean, with respect to the business association: (i) the persons who are in Control or have a significant influence on a legal entity which is part of the entrepreneurial group or consortium to which the business association belongs, as well as the relevant members of the Board of Directors or administrators and directors of the components of such group or consortium; (ii) the persons who have the power to control a legal entity which is part of an entrepreneurial group or consortium to which the business association belongs; (iii) the spouse or unmarried partner and the familial or kinship relatives up to the fourth degree or relationship by marriage (parentesco por afinidad) up to the third degree, with individual persons fitting in one of the scenarios in clauses (i) and (ii) above, as well as the shareholders and co-owners of the legal entities referred to in such clauses with whom they maintain business relationships; (iv) the legal entities which are part of the entrepreneurial group or consortium to which the business association belongs; (v) the legal entities upon which any of the persons referred to in clauses (i) to (iii) above exercise Control or significant influence; (vi) with respect to the business association, the Strategic Partner; and (vii) with respect to the Strategic Partner, the shareholders and Related Persons to such.

The members of the Board of Directors shall not be persons who had previously performed the role of external auditor of the business association, or of any of the legal entities forming the entrepreneurial group or consortium to which the business association belongs, during the twelve months immediately prior to the date of the appointment.

 

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The proprietary members of the Board of Directors elected by the Series “BB” shareholders can only be substituted during their absences by their respective alternate member of the Board of Directors according to their appointments.

The members of the Board of Directors and their alternates, as appropriate, shall be persons with acknowledged experience, may be shareholders or not, may be reelected, and shall receive compensation as determined by the General Ordinary Shareholders’ Meeting upon the report of the Nomination and Compensation Committee.

The members of the Board of Directors and their alternates, as appropriate, shall continue to perform their functions, even following completion of the period for which they have been appointed or following their resignation from the position, for up to thirty (30) calendar days upon the absence of an appointed substitute or when the substitute does not take up office, without being subject to the provisions of Article 154 of the General Law of Commercial Corporations. The members of the Board of Directors of the business association may be reelected and shall receive compensation as determined by the General Ordinary Shareholders’ Meeting.

The Board of Directors may appoint provisional members of the Board of Directors, without an action of a shareholders’ meeting, whenever one of the situations described in the preceding paragraph or in Article 155 of the General Law of Commercial Corporations occurs, if applicable. The confirmation of the appointments of the provisional members of the Board of Directors or the appointment of alternate members will be realized on the following General Ordinary Shareholders’ Meeting pursuant to the provisions of this Fifteenth Article.

The members of Board of Directors shall not be required to grant a lien on real property in order to guarantee the fulfillment of the responsibilities required in the performance of their positions.

SIXTEENTH ARTICLE. Chairman and Secretary. The members of the Board of Directors will be appointed in a shareholders’ meeting. The Chairman of the Board of Directors will be appointed by a majority of the shareholders’ votes, and the Secretary of the Board of Directors will be appointed by such board. The Chairman of the Board of Directors will have a tie-breaking vote.

The Secretary of the Board of Directors will not be part of such body and will submit to the obligations and responsibilities provided by the Securities Market Law.

The Board of Directors will count, for the performance of its functions, with the help of the committees it establishes, in addition to the ones established by these Articles of Incorporation. The committee or committees which develop activities regarding corporate governance and audit practices will comprise independent members of the Board of Directors, pursuant to Article 25 of the Securities Market Law, and by a minimum of three (3) members appointed by the same Board of Directors at the proposal of its Chairman.

SEVENTEENTH ARTICLE. Authority. The Board of Directors will be the legal representative of the business association, and therefore, will have the following powers:

1. Exercise the power of attorney, granted with all of the general and special powers requiring a special clause accordingly to law, necessary for all pleadings and claims of the business association. Consequently, the Board of Directors is empowered, without any limitation pursuant to the

 

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provisions of the first paragraph in Article 2,554 and Article 2,857 of the Federal Civil Code and the corresponding provisions of the Civil Code of the Federal District and of the other federal states, to pursue or waive a constitutional challenge (juicio de amparo); to file criminal complaints or desist therefrom; to intervene as a coadjutant in cases brought by the Public Prosecutor (Ministerio Público) and to absolve, if appropriate, according to the law; to contract; to submit to arbitration; to articulate and interrogate; to challenge judges; to receive payments and to execute all acts expressly provided by law, including the legal representation of the business association before courts and criminal, civil, administrative and labor authorities.

2. Power of attorney for acts of administration according to the provisions of the second paragraph in Article 2,554 of the Federal Civil Code and correlative provisions of the Civil Codes of the Federal District and the other states of the Republic, in order to engage in the corporate objective of the business association.

3. General power of attorney for judicial matters regarding labor matters accordingly to what is established by Articles 2,554 and 2,587 of the Federal Civil Code and the correlative provisions in the Civil Codes of the Federal District and the other states of the Republic, so that it represents the business association in a descriptive but not limitative manner, before local or federal courts or authorities, particularly before the Arbitration and Conciliation Labor Courts (Juntas de Conciliación y Arbitraje), as well as the Labor Ministry (Secretaría del Trabajo) and any other labor authorities or administrative, criminal and civil courts, being expressly authorized to participate in the related procedures with labor law suits and Constitutional Protection Trials, to formulate and answer confessional hearings and perform all the necessary actions as a legal representative of the business association.

4. General power of attorney for administrative actions regarding labor matters, according to what is provided by Articles 692, 786, 866 and other applicable provisions, as well as Article 870 of the Federal Labor Act (Ley Federal del Trabajo), to appear before local authorities in labor matters in which the business association is part of or is a third party with a legal interest, in the initial period as in any subsequent stage and to answer interrogatories.

5. Power of attorney for ownership actions under the provisions of the third paragraph of Article 2,554 of the Federal Civil Code and the correlative provisions in the Civil Codes of the Federal District and the other states of the Republic.

6. Power to issue, endorse and subscribe titles of credit in terms of Article 9 of the General Credit Titles and Operations Act (Ley General de Títulos y Operaciones de Crédito).

7. Power to open banking accounts in name of the business association, make charges against them and appoint persons who shall have the power to make charges against the same.

8. Power to participate in the drafting of strategic plans for the business association.

9. Power to authorize modifications to the policies of the business association with respect of the financial structure, products, market development and organization.

10. Power to convoke a shareholders’ meeting and obtain its resolutions.

11. Power to confer general or special powers within the limits of the powers conferred by this Article, with or without the authority to delegate, as well as to revoke the powers it grants.

 

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12. Power to establish the special committees deemed necessary for the development of the operations of the business association, setting the powers and obligations of such committees; understanding that such committees will not have the powers that accordingly to the law or to these Articles of Incorporation correspond exclusively to the General Ordinary Shareholders’ Meetings or to the Board of Directors.

13. Power to approve, upon a proposal of the Operations Committee of the business association, the annual budget of the business association and its subsidiaries, as well as the master development program of the airports operated by these.

14. Generally, power to realize all of the actions authorized by these Articles of Incorporation or consequences of the same.

None of the members of the Board of Directors, nor the Chairman or Secretary, by the mere fact of their appointment, will have powers to give testimony, as they are impeded from answering interrogatories in any trial or procedure in which the business association takes part. The aforementioned powers correspond exclusively to the delegates appointed by the Board of Directors for such purposes and to the empowered persons of the business association to whom they have been expressly granted.

EIGHTEENTH ARTICLE. To accomplish its objectives, the Board of Directors of the business association will have the following functions:

1. Approval of the five-year master development program and its modifications of each of the airports operated by the subsidiaries of the business association;

2. Approval of the business plan and budget of annual investments;

3. Approval of equity investments out of the annual budget approved for each fiscal year;

4. Approval of the sale of assets, individually or jointly, with a value greater than three million U.S. dollars (US$3,000,000.00) or its equivalent in Mexican currency or other legal currencies;

5. To propose to the Extraordinary Shareholders’ Meeting, where appropriate, not to extend the Technical Assistance and Technology Transfer Agreement, understanding that such meeting shall only discuss the non-renewal or denial of extension of such agreement upon an affirmative vote of the shareholders holding at least fifty-one percent (51%) of the Series “B” Shares not held by the Strategic Partner or a Related Person to the Strategic Partner. The same requirement herein established will be necessary when the Board of Directors proposes the early termination of the participation agreement.

6. Approval for the obtaining of all kinds of leases and credits, with or without a specific bond, and granting loans to civil or commercial business associations with which the business association has no interest or participation greater than fifty percent (50%) of voting corporate equity or those in which the business association is not in control of the same in any other way, or to individual persons without fulfilling the policies established for such purposes by the business association.

7. Approval for granting of all bonds and commercial guarantees (avales) on securities for credit issued or obligations acquired by the business association or by business associations in which the business association has no interest or participation greater than fifty percent (50%) of voting corporate equity or those over which the business association has no control of any kind;

8. Propose to the shareholders increases to the corporate equity of the business association;

 

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9. Propose increases of the corporate equity of the subsidiary legal entities of the business association;

10. Approval of any sale of shares of the corporate equity of the subsidiary legal entities of the business association;

11. Acquisition and sale of shares of the corporate equity of the business associations, except for (a) acquisition of shares and/or securities issued by investment associations, and (b) acquisition of securities through investment associations;

12. Approval and modification of the administrative structure of the corporate group of which the business association forms part;

13. Establishment of new committees and delegation of functions to the same;

14. Upon an opinion of the Audit Committee, which would previously hear the opinion of the Nomination and Compensation Committee, approval of the full compensation to the General Director, as well as the determination of policies for the appointment and full compensation of the rest of the first level of administration officers;

15. Acquisition of any debt, whether through direct credits or financial instruments, which annual amount exceeds eight million U.S. dollars (US$8,000,000.00) or its equivalent in Mexican currency or other legal currencies in venues other than Mexico, or exceeding the indebtedness level established in the annual business plan, which shall be at least 50/50% debt/equity, this being understood as total debt/total equity;

16. Approval and presentation of the dividends policies before a shareholders’ meeting of the business association;

17. Proposal to a shareholders’ meeting of the candidates to the Audit Committee, having received such listed from the Nomination and Compensation Committee; likewise, the Board of Directors shall propose to the shareholders’ meetings the persons who will compose the Nomination and Compensation Committee;

18. Designation of the members of the Operations Committee and of the Acquisitions Committee, understanding that the members of the Board of Directors appointed by the Series “BB” shareholders will have the right to appoint three (3) of the members of the Operations Committee and their alternates, and at least one member and its alternate of the Acquisitions Committee;

19. Designation of provisional members of the Board of Directors proposed by the Nomination and Compensation Committee, without action by a shareholders’ meeting, upon occurrence of one of the scenarios indicated in the Fifteenth Article of these Articles of Incorporation or in Article 155 of the General Law of Commercial Corporations occurs, if applicable;

20. Exercise of the general powers of the business association in the completion of its corporate objective and observing existing laws;

The decisions mentioned in clauses (1) to (4) and in (6) to (17) of this Eighteenth Article will require an affirmative vote of the members of the Board of Directors appointed by the Series “BB” shareholders.

 

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NINETEENTH ARTICLE. The members of the Board of Directors appointed by Series “BB” shareholders will have the power to realize the following appointments, which will be valid designations of the Board of Directors:

1. Upon an opinion of the Nomination and Compensation Committee, the appointment and removal of the General Director and the appointment and removal of the first level of administration officials.

2. Appointment of three (3) of the six (6) proprietary members of the Operations Committee and their three (3) alternates, and the proprietary members, and their respective alternates, representing twenty percent (20%) of the total members of the Audit, Acquisitions and Nominations and Compensations Committees, understanding that there will be at least one (1) proprietary member and his/her alternate for each committee; and

3. Determination of the Operations Committee with regards to the inclusion of committee members from outside the airport group, members of the Board of Directors or officials of the airport group.

TWENTIETH ARTICLE. Summons. The summons to the sessions of the Board of Directors shall be made in writing by the Chairman, the Secretary, or by three (3) of the members of such Board of Directors, or alternatively, by the Chairman of the Audit Committee, and shall be delivered to the other members of the Board of Directors at least ten (10) business days prior to the date set for such session, whether personally or through certified postage with acknowledgement of receipt, by telefax or any other media agreed upon by the members of the Board of Directors. The summons must specify all of the matters to be discussed by such Board of Directors and the support documents when required, including updated financial documents. The Board of Directors shall be authorized to consider or resolve any unspecified matter on the meeting agenda whenever all of the members of the Board of Directors are present. The members of the Board of Directors who do not reside in Mexico shall receive the summons by telex or telefax with the same prior notice. The summons will not be necessary when all of the members of the Board of Directors (or their alternates) attend the session.

Likewise, the Chairman, the Secretary or three (3) of the members of the Board of Directors, as well as the Chairman of the Audit Committee will have the power to insert issues they deem pertinent into the meeting agenda.

TWENTY-FIRST ARTICLE. Sessions. The Board of Directors will meet when summoned, but at least four (4) times per fiscal year. Sessions of the Board of Directors shall occur at the place of the corporate address or another place within the Mexican Republic or abroad, as determined on the summons, it being understanding that in order to meet in a place different from the corporate address, the summons shall be made by the Chairman of the Board of Directors, by at least three (3) members of the same, by the Secretary or by the Audit Committee. If the Chairman is absent during the session, the session shall be presided over by the member of the Board of Directors appointed by a majority vote of the members then present. If the Secretary is absent in a session, then the person appointed by a vote of the majority of the present members of the Board of Directors will perform as such. The minutes of sessions of the Board of Directors will be registered in a special book kept for such purposes and will be signed by the persons acting as chairman and secretary of the same. The documents containing the resolutions taken by unanimous written consent of the members of the Board of Directors pursuant to the Twenty-Third Article will be attached to such Book according to the terms of such article.

The copies or records of the minutes of sessions of the Board of Directors and shareholders’ meetings, as well as the accounts contained in the books and registers of the business association and generally in any archival document of the business association, may be authorized and certified by the Secretary of the Board of Directors.

 

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TWENTY-SECOND ARTICLE. Operational Rules. In addition to any other provision in these Articles of Incorporation regarding the operation of the Board of Directors, the following shall be observed:

1. In each meeting of the Board of Directors, the minute of the previous session should be submitted for approval by the members of the Board of Directors.

2. The Board of Directors shall revise the financial information of the business association and its subsidiaries and the financial and commercial policies of the business association and its subsidiaries at least every three (3) months through the information determined by the Audit Committee, which may include:

a. an internal financial balance validated by the General Director of the corporate group of which the business association is part, which shall include the balance sheet, income statement, cash flow statement and equity statement;

b. projections for investments in capital assets;

c. projections for demand;

d. investment programs;

e. strategic plans;

f. labor policies;

g. information about technologies used by the business association; and

h. coordination of environmental, legal and ethical matters of the business association and its subsidiaries.

3. The Board of Directors shall prepare the report mentioned in Article 172 of the General Law of Commercial Corporations, in order to submit the same for approval by the General Ordinary Shareholders’ Meeting, as well as a report on the subsidiaries of the business association in which the business association owns a majority of the shares, if the value of the investment in each of them is greater than twenty percent (20%) of the capital equity, according to the last cash flow statement of the respective subsidiary business association. In addition to the requirements for reporting on the business association under the cited provision, the report shall include the following:

a. a description of the development of the business in the last fiscal year compared to the immediately previous fiscal year;

b. a general description of the most important real estate properties used to fulfill its activities;

c. a list of the principal markets where shares of the corporate equity of the business association are listed and detailing: (i) the highest and lowest prices of the shares per quarter per market; (ii) the names of those shareholders who own ten percent (10%) or more of the total corporate equity of the business association; and (iii) the frequency and quantity of dividends declared in the last fiscal years; and

 

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d. a list with the names and ages of all of the members of the Board of Directors, of the business association’s committees and of the two senior levels of officers of the corporate group of which the business association is part, including: (i) the amount of compensations and bonuses received by each in the last fiscal year; (ii) a description of their equity plan, if any; and (iii) a description of their incentive plan, if any.

4. Any member of the Board of Directors and, where appropriate, the Secretary of the Board of Directors, who have a Conflict of Interests in a specific subject shall notify the Board of Directors before taking a decision, and shall abstain from participating and being present at the deliberation and voting of such subject, without affecting the required quorum for meetings of the Board of Directors. For the purposes of this clause, the term Conflict of Interests shall mean the fact that a member of the Board of Directors: (i) has, personally or through any person with whom there is a familial or kinship relationship up to the fourth degree, ascendant or descendant, a participation greater than five percent (5%) in the corporate equity of the party with which the business association is planning to enter any transaction; (ii) has a familial or kinship relationship in a direct line, ascendant or descendent, up to the fourth degree, with the person with whom the business association plans to enter into a transaction; or (iii) is a member of the Board of Directors of the party with whom the business association plans to enter into any transaction.

TWENTY-THIRD ARTICLE. Quorum. In order for the Sessions of the Board of Directors to be valid, the attendance of the majority of its members shall be necessary; and in order for the resolutions of this Board of Directors to be valid, the affirmative vote of the majority of its members shall be necessary, unless the vote of a member of the Board of Directors is required to validate the resolutions pursuant to these Articles of Incorporation,.

Pursuant to the provisions of the last paragraph in Article 143 of the General Law of Commercial Corporations, the Board of Directors may validly take resolutions even when its members are not personally congregated in a formal session. The agreements taken out of session shall be approved, in all cases, by an affirmative vote of all of the proprietary members of the Board of Directors or, upon the definitive absence or incapacity of any of them, with the affirmative vote of the respective alternate, according to what the cited article establishes.

Such resolutions will have the same effects and legal consequences as any other resolution taken during a session of the Board of Directors. When the resolutions of the Board of Directors are taken by the unanimous written consent of its members, a summons or any other formality shall not be required, except for the signature of the members of the Board of Directors in a document evidencing the taking of such resolutions. The document in which the taken resolutions are stated shall be added to the book referred to in the Twenty-First Article of these Articles of Incorporation.

TWENTY-FOURTH ARTICLE. Duties and Responsibilities of the Members of the Board of Directors. The members of the Board of Directors of the business association, by merely taking up their position, will acquire the duties of diligence established in Articles 29 to 37 and other applicable provisions of the Securities Market Law.

The applicable regime of responsibilities to the administration of the business association will be the one provided by Articles 29 to 37 and other applicable dispositions of the Securities Market Law.

 

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TWENTY-FIFTH ARTICLE. Indemnity. The members of the Board of Directors, as well as the members of the committees of the business association and the Secretary are released of any liabilities consisting in the indemnification of damages caused to the business association or to the legal entities controlled by it or in those in which the business association exercises a significant influence, by lack of diligence, resulting from the action or decisions they take in the Board of Directors, as well as in the committees of the business association, or those which are not taken because such body is not able to perform a session legally, provided it is not due to fraudulent or bad faith actions, or by illegal actions under the Securities Market Law or other laws. The business association, in every case, will indemnify and hold the members of the Board of Directors and the Secretary from any liabilities in which the can incur, or may incur during the legal performance of their charge and will cover the amount for the damage indemnity that their actions may cause to the business association or legal entities controlled by it or those in which it has a significant influence, or to third parties, unless they are due to fraudulent or bad faith actions, or else, illegal according to the Securities Market Law or other laws. For such purposes, the business association will grant partial payments in advance for the expenses incurred in defending the person involved in any type of legal process.

TWENTY-SIXTH ARTICLE. Intermediary Administrative Organs. The business association shall have an (i) Operations Committee, (ii) Nomination and Compensation Committee, (iii) Acquisitions Committee, and (iv) Audit Committee.

In addition, the business association may have the intermediary administration organs that the shareholders’ meeting and/or the Board of Directors deem necessary for the development of the operations of the business association.

TWENTY-SEVENTH ARTICLE. Operations Committee. The business association shall have an Operations Committee that shall comprise six (6) proprietary members and their respective alternates, from which three (3) proprietary members and their respective alternates shall be appointed by the Series “BB” shareholders. Its members shall be nominated by the Board of Directors in accordance with the Eighteenth and Nineteenth Articles of these Articles of Incorporation. The Operations Committee shall be chaired by the General Director. The Operations Committee may have a Secretary that is not a member, appointed by a majority of votes.

The members of the Operations Committee shall be appointed for a term of one (1) year or until the persons appointed to alternate for them take possession of their positions.

The Operations Committee shall have the following functions and powers:

1. Drafting and presentation to the Board of Directors of the business association of the business program and the annual investment program.

2. Drafting and presentation to the Board of Directors of the business association of the dividend policy.

3. Drafting and presentation to the Board of Directors of the business association of the master development program of the airports that are operated by subsidiaries of the business association, and its modifications.

4. Proposal to the Board of Directors of the business association of the administrative and corporate structure of the airport group.

 

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5. Proposal to the Board of Directors of alliances and associations with third parties regarding the principal business of the business association.

6. Through the express delegation of the Board of Directors, the exercise of the right to vote the shares of the corporate equity of the subsidiary legal entities of the business association, including for the appointment of the airport administrator of every airport in concession to the subsidiaries of the business association, with the understanding that such shares are always to be voted in compliance with the master development programs.

7. Determination of the administration form of the subsidiary legal entities of the business association.

8. Approval of business investments within the principal line of business, outside of the annual budget, and under three million U.S. dollars (US$3,000,000.00), or its equivalent in Mexican currency or in the currency of jurisdictions other than Mexico, with the understanding that the corresponding acquisitions shall be subject to the procedures established in these Articles of Incorporation.

9. Determination of the labor policies other than those of first level of administration that report to the General Director.

10. All others assigned by the Board of Directors.

The Operations Committee shall meet when personally summoned through certified mail with return receipt, telefax, electronic mail, or any other means upon which its members agree, by the Chairman or by two (2) members thereof, but in any case, shall meet at least ten (10) times per year. The meetings of the Operations Committee shall be valid with the presence of at least five (5) of its members on first notice and three (3) members on second or further notices and its resolutions shall be valid when adopted by a majority vote of the members present, with the understanding that in case of tie, the Chairman, or his/her respective alternate, shall have a tie-breaking vote.

TWENTY-EIGHTH ARTICLE. Nomination and Compensation Committee. The Nomination and Compensation Committee shall comprise the number of members determined by the shareholders’ meeting, but additionally, at least a majority of its members must be members of the Board of Directors of the business association and at least one (1) of them shall be a member of the Board of Directors appointed by the Series “BB” shareholders, with the understanding that the Series “BB” shareholders shall be entitled to appoint the number of members that represent twenty percent (20%) of the total number of members of such committee and their respective alternates.

To compose the Nomination and Compensation Committee, the Series “BB” shareholders shall appoint one (1) member and the Series “B” shareholders shall appoint another (the latter must be one of the members of the Board of Directors that was not appointed by the Series “BB” shareholders and that was appointed at the proposal of the Series “B” shareholders). In case the number of members is greater than two, the members appointed in accordance with these provisions, shall appoint the remaining members of the Nomination and Compensation Committee; in case that such two members cannot reach an agreement, the missing members shall be appointed by the shareholders of the business association in a General Ordinary Shareholders’ Meeting.

For each proprietary member of this committee appointed by the Series “BB” shareholders, an alternate member shall be appointed who shall only alternate for their respective proprietary member.

 

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The members of this committee will be appointed for a term of one (1) year or until the persons appointed to alternate for them take possession of their charges, with the possibility of their being reelected.

Such committee shall be in charge of the following functions:

1. To propose to the shareholders’ meeting of the business association a list of persons that, in its opinion, following interviews by the committee, should form part of the Board of Directors of the business association if the members comprising it at the time of the election are not ratified in their positions by the shareholders’ meeting. For the election of candidates to form the Board of Directors, the Nomination and Compensation Committee must consider persons of recognized experience in the principal business of the business association, as well as persons that do not have a conflict of interest with it and, insofar as it is required, that the candidates that are proposed qualify as independent members of the Board of Directors within the applicable legislation;

2. To present for evaluation by the Board of Directors of the business association providing its services to the corporate group to which the business association pertains the names of the individuals, that in its opinion, following interviews by the committee, should occupy the positions of the senior levels of the subsidiaries of the business association, and area directors other than those officers appointed by the members of the Board of Directors designated by the Series “BB” shareholders;

3. To propose to the shareholders’ meeting or to the Board of Directors, as appropriate, the compensation corresponding to the members of the Board of Directors and of the committees of the business association, and to the members of the Board of Directors and Corporate Officer in charge of supervision of the Board of Directors of its subsidiaries, as well as to the officers occupying the two senior levels of administration of the business association, including the General Director and the area directors;

4. Having heard the opinion of, or based upon the proposal of the Audit Committee, to present for review of the shareholders’ meeting of the business association a proposal for the removal of the members of the Board of Directors of the business association, as well as of the officers thereof;

5. To undertake consultations that, where appropriate, should be made with third party experts in the lines of business of the business association, in order to adopt any decisions necessary;

6. To present to the Board of Directors and to the shareholders’ meeting a report regarding its activities, at least annually, when it is so requested, or when, at its discretion, such report should be brought to the attention of the Board of Directors and of the shareholders’ meeting; and

7. All others that correspond to it in accordance with these Articles of Incorporation and those that are appointed to it by the Board of Directors.

This committee shall opine, inform and submit its proposals to the Audit Committee regarding all of those activities that it undertakes with regards to corporate practices, in order for the latter to comment thereon, and where appropriate, to decide upon or inform the Board of Directors, all in accordance with Articles 42 and 43 of the Securities Market Law.

The Chairman and the Secretary of this committee shall be appointed by a majority of votes of its members, and the Chairman shall not have a tie-breaking vote. The Secretary of such committee may or may not be a member thereof.

 

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This committee shall meet at any time, but must have been previously personally summoned through certified mail with return receipt, telefax, electronic mail, or any other means upon which its members agree, by the Chairman or the Secretary of the Board of Directors or any two (2) of its members, or by the Chairman or the Secretary of such committee and shall inform of its activities to the Board of Directors in each meeting that it holds.

The members of the committee shall invariably act en banc, without their powers being able to be delegated to physical persons, such as members of the Board of Directors, managers, advisors, delegates, persons receiving power of attorney or other similar appointments.

In order for the meetings of this committee to be considered validly established, the presence of at least a majority of its members shall be required, and its resolutions shall be valid when adopted by a majority vote of members present. At least one (1) member of the Audit Committed must be summoned to the meetings of the committee at all times, and shall have the right to speak but not to vote.

TWENTY-NINTH ARTICLE. Acquisitions Committee. The Board of Directors shall appoint an Acquisitions Committee that shall comprise the number of proprietary members that the shareholders’ meeting decides, but at least a majority of its members must additionally be members of the Board of Directors of the business association and at least one (1) of them must be a member of the Board of Directors appointed by the Series “BB” shareholders, with the understanding that the members of the Board of Directors designated by the Series “BB” shareholders shall have the right to appoint the number of members that represent twenty percent (20%) of the total number of members. For each proprietary member of this committee appointed by the Series “BB” shareholders, an alternate shall be appointed, who shall only be entitled to alternate for the proprietary member with regards to which he/she was appointed. The members of the Acquisitions Committee shall be appointed for a term of one (1) year or until the persons appointed to alternate for them take possession of their charges, with the possibility of their being reelected.

The Chairman and the Secretary of this committee shall be appointed by a majority vote of its members, and the Chairman shall not have a tie-breaking vote. The Secretary of such committee may or may not be a member thereof.

The Acquisitions Committee shall meet at any time, but must have been previously personally summoned through certified mail with return receipt, telefax, electronic mail, or any other means upon which its members agree, by the Chairman or the Secretary of the Board of Directors or any three (3) other members or by the Chairman or the Secretary of the committee and shall inform on its activities to the Board of Directors at each meeting that the latter holds.

The members of the committee shall act invariably en banc, without their powers being delegated to physical persons, such as members of the Board of Directors, managers, counselors, delegates, persons receiving power of attorney or other equivalent appointments. In order for the meetings of this committee to be considered legally established, the presence of at least a majority of its members shall be required, and its resolutions shall be valid if adopted by the favorable vote of at least a majority of its members present. A member of the Audit Committee must be summoned to the meetings of this committee and, when deemed appropriate by this committee, another member of the Audit Committee and/or of the committee that is undertaking the functions related to corporate practices may be summoned; also, the General Director of the business association will be summoned to all meetings and will be present when he/she considers it appropriate due to the nature of the matters to be dealt with at such meeting. In any case, both the members of the other committees that are present, as well as the General Director, where appropriate, shall be entitled to speak but not to vote.

 

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The Acquisitions Committee shall be obliged to authorize any operation involving acquisition of goods or services or contracting to build or sell assets that the business association or its subsidiaries undertake with Relevant Shareholders, Related Persons or any third parties (an “Operation”). Such Operations shall be subject to the following rules:

1. Any individual or cumulative Operation that is equal to or more than fifty thousand U.S. dollars (US$50,000.00) or its equivalent in Mexican currency or currency of jurisdictions other than Mexico must be reported to the Acquisitions Committee of the business association.

2. Any individual or cumulative operation that is equal to or more than four hundred thousand U.S. dollars (US$400,000.00) or its equivalent in Mexican currency or currency of jurisdictions other than Mexico must be reported, prior to its execution, to the Acquisitions Committee, in order for the latter to approve its execution, and once approved, must be reported by the latter to the Board of Directors of the business association, and additionally, when such operation may be executed with a Relevant Shareholder or exceeds the amount of three million U.S. dollars (US$3,000,000.00), or its equivalent in Mexican currency or currency of jurisdictions other than Mexico, the Board of Directors shall inform it to the shareholders’ meeting, identifying the parties of the corresponding agreements.

3. Any individual or cumulative operation that is equal to or greater than four hundred thousand U.S. dollars (US$400,000.00) or its equivalent in Mexican currency or currency of jurisdictions other than Mexico shall require prior bidding for the corresponding contract, in accordance with the rules determined by the Acquisitions Committee, unless the same committee approves that the Operation not be subject to the bidding procedure due to its particular conditions. All bidding procedures undertaken shall be supervised at all times by the Acquisitions Committee.

4. The Strategic Partner or Related Persons to such Strategic Partner may only participate in activities of construction or as providers at the airports that are operated by the subsidiaries of the business association when such agreements are assigned through a bidding procedure in which at least three (3) contractors (the “Third Parties”) have participated in addition to the Strategic Partner or any of the Related Persons thereto, as the case may be. In such case, the delegate of the Audit Committee shall supervise the auditing of the works that for such are undertaken through an independent auditor of international prestige. If in the bidding undertaken for such purposes the Strategic Partner or Persons Related thereto, as the case may be, bid in equal circumstances with regards to price, quality and opportunity, the contract shall be assigned to a third party. The Acquisitions Committee shall establish the rules of the bidding processes.

5. The Acquisitions Committee shall not authorize the execution of agreements with those persons against which (a) a tort action has been initiated in accordance with paragraph 9 hereafter and that have been condemned by a competent authority, or (b) regarding which the independent auditor referred to in paragraph 4 above has reported irregular activity in the undertaking of any of the works and such irregularities have been confirmed by the Acquisitions Committee, as the case may be.

6. No officer of the business association or its subsidiaries may undertake operations equal to or of more than four hundred thousand U.S. dollars (US$400,000.00), or its equivalent in Mexican currency or currency of jurisdictions other than Mexico without the previous authorization of the Acquisitions Committee.

7. Any shareholder or group of shareholders of the business association holding shares that represent two percent (2%) or more of the corporate equity may request and review, at any time, the details of the agreements presented to the General Ordinary Shareholders’ Meeting, in which case, the Board of Directors shall set at their disposal such documents within the following fifteen (15) labor days, and for a term of fifteen (15) business days.

 

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8. The authorizations of the Acquisitions Committee related to operations of subsidiaries of the business association shall be granted through the vote of the shares that represent its corporate equity, owned by the business association at the shareholders’ meeting of such legal entities that shall be entered into for such purpose, or through unanimous written consent. For such purpose, the Acquisitions Committee is hereby granted a general power of attorney for administrative acts in the terms set forth in the second paragraph of Article 2,554 of the Mexican Federal Civil Code and the corresponding provisions of the Civil Code of the Federal District and of the other federal states.

9. If an Operation is undertaken by some shareholder of the business association or of the Strategic Partner in violation of these provisions, based upon Articles 2,028 and 2,117 of the Mexican Federal Civil Code and the corresponding provisions of the Civil Codes of the Mexican Federal District and of the other federal states, any shareholder holding at least one percent (1%) of the corporate equity shall be entitled to initiate a tort action against the shareholder in violation and shall have the right to request that an action be initiated against the officer that acted in violation of the foregoing provisions. The goods that, if appropriate, are obtained as a result of the claim shall be received by the business association.

10. All others that are assigned to it by the Board of Directors.

For the purposes of this Article, “Relevant Shareholder” shall mean any person or group of persons that are the owners, directly or indirectly, of shares representing five percent (5%) or more of the corporate equity of the business association.

THIRTIETH ARTICLE. General Director. The functions of management, direction and execution of the businesses of the business association, and of the legal entities that are controlled by it, shall be the responsibility of the General Director, who shall subject him/herself for such purpose to the strategies, policies and guidelines approved by the Board of Directors.

The General Director, in order to comply with such functions, shall have the broadest powers to represent the business association in administrative acts, pleadings and claims, including special powers that according to the law require a special clause. With regards to acts of ownership, the General Director shall have these powers under the terms and conditions that the Board of Directors of the business association determines:

The General Director, notwithstanding the aforementioned, must:

1. Submit to the approval of the Board of Directors the business strategies of the business association and legal entities that the latter controls, based upon the information that these supply.

2. Comply with the decisions of the shareholders’ meetings and of the Board of Directors, in accordance with the instructions that may be set forth by such meeting or by the Board of Directors.

3. Propose to the Audit Committee the policies of the internal control system and of internal audit of the business association and of legal entities that the latter controls, as well as to execute the policies that for such purpose are approved by the Board of Directors of such business association.

4. Sign the relevant information of the business association, jointly with the relevant officers in charge of its preparation, in the area of their competence.

 

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5. Publish the relevant information and events that must be published to the general public, in accordance with the provisions of the Securities Market Law.

6. Comply with the provisions regarding execution of purchase and placement operations of shares held by the business association.

7. Exercise, directly or through an empowered delegate, within their own competence or by instructions of the Board of Directors, the remedial and responsible actions that may be applicable.

8. Verify the capital contributions made, where appropriate, by the shareholders.

9. Comply with the legal and corporate requirements established with regards to dividends to be paid to the shareholders.

10. Ensure that the accounting, registration, archival or information systems of the business association be maintained.

11. Draft and present to the Board of Directors the report referred to in Article 172 of the General Law of Commercial Corporations, except that which is provided for in section b) of such article.

12. Establish internal mechanisms and controls that allow for the verification of acts and operations of the business association and legal entities that the latter controls, comply with the applicable legislation, as well as to follow up with the results of such internal mechanisms and controls and take the measures deemed necessary.

13. Exercise responsible action, in accordance with the provisions of the Securities Market Law and of these Articles of Incorporation, against any related persons or third parties that have allegedly caused damage to the business association or the legal entities that the latter controls or those in which it has a significant influence, except where, due to a determination of the Board of Directors and with the prior opinion of the Audit Committee, the damage caused is not relevant.

14. Except when the Board of Directors provides otherwise, to determine the manner in which the business association shall vote its shares at the shareholders’ meeting of its subsidiaries that have as an objective the appointment of the officers of the subsidiaries of those levels that the Board of Directors determines.

15. Except where the Board of Directors provides otherwise, determine the manner of voting of shares that are the property of the business association and that represent the corporate equity of any subsidiary of this business association.

16. Exercise the other powers or fulfill those actions that are established in the Securities Market Law, or that are conferred to him/her by these Articles of Incorporation; in accordance with the functions that are entrusted to him/her.

The General Director, for the fulfillment of his/her functions and activities, as web as in order to duly comply with his/her obligations shall be assisted by the relevant officers appointed for such purpose and of any employee of the business association or of the legal entities that the latter controls.

The provisions contained in Articles 45 and 46 and other related provisions of the Securities Market Law shall be applicable to the General Director.

 

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FOURTH CHAPTER

SUPERVISION OF THE BUSINESS ASSOCIATION AND RESPONSIBILITIES

THIRTY-FIRST ARTICLE. Supervision. The supervision of the administration, direction and execution of the businesses of the business association shall be the responsibility of the Board of Directors through the Audit Committee and of the external auditor of the business association, each with regards to their respective powers, as established by the Securities Market Law, and in these Articles of Incorporation. The Board of Directors may determine if, case by case or in a general manner, it will complementarily delegate supervisory functions to another committee already established by the Board of Directors or if more committees are to be created for such assistance.

In addition to the specific powers and obligations established for the Audit Committee in the Securities Market Law, such committee shall have all of the powers and obligations that the Securities Market Law appoints to the Corporate Governance Committee.

The business association is not subject to the provisions of Article 91, section V of the General Law of Commercial Corporations, nor to Articles 164 through 171, 172, last paragraph, 173 and 176 of the aforementioned law.

THIRTY-SECOND ARTICLE. Composition and Authority. The Audit Committee shall comprise as many independent members as are required by the applicable provisions in the jurisdictions in which the shares that represent the corporate equity of the business association are traded, including the Securities Market Law and the legal provisions issued under such legislation, and shall be comprise a minimum of three (3) members appointed by the Board of Directors, of which at least one (1) of them must be appointed at the proposal of the Series “BB” shareholders, in the understanding that the Series “BB” shareholders shall have the right to appoint the number of members that represents twenty percent (20%) of the total number of members of the Audit Committee.

The Audit Committee shall meet when it is personally summoned through certified mail with return receipt, telefax, electronic mail, or any other means upon which its members agree, by the Chairman or by twenty percent (20%) of its members, but in any case, it shall meet at least three (3) times per year. The meetings of the Audit Committee shall be valid with the presence of at least seventy-five percent (75%) of its members on first notice and half of its members in second or further notices and its notices and its resolutions shall be valid when adopted by the favorable vote of at least a majority of its members present, in the understanding that in case of tie, the Chairman shall not have a tie-breaking vote.

The members of the Audit Committee shall be appointed for a term of one year or until the persons appointed to substitute them take possession of their charges, with the possibility of their being reelected.

When for any cause, the minimum number of members of the Audit Committee are not present and provisional independent members have not been appointed as set forth in Article 24 of the Securities Market Law, any Shareholder may request to the Chairman of the Board of Directors to convoke within three calendar days, to a General Ordinary Shareholders’ Meeting in order for it to make the corresponding appointment. If the notice is not made within the indicated term, any Shareholder may appear before the judicial authority of the address of the business association, in order for it to make the notice. In case that the meeting does not meet or that once met it does not make the appointment, the judicial authority of the address of the business association, at the request and proposal of any shareholder shall appoint the members that correspond, who will occupy such positions until the General Ordinary Shareholders’ Meeting makes the definitive appointment.

 

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The Audit Committee shall have the powers and obligations referred to in Articles 41 and 42, and others that are applicable of the Securities Market Law with regards to the supervision of the administration, conduction and execution of the businesses of the business association, with regards to audit, as well as with regards to those of corporate governance; in these, it shall be informed by and receive the opinions of the Nomination and Compensation Committee in accordance with the provisions of these Articles of Incorporation.

The Chairman of the Audit Committee, shall be appointed and/or removed from his/her position exclusively by the General Ordinary Shareholders’ Meeting, at the proposal of the Nomination and Compensation Committee, may not chair the Board of Directors, must fulfill the same independence requirements of the other members of the committee; must be selected due to his/her experience, recognized capacity and professional prestige; and must draft in accordance with Article 43 of the Securities Market Law an annual report on the activities that correspond to such body and present it to the Board of Directors. Such annual report must include, at least, the following issues: (a) a report on the state of the internal controls and internal audit systems of the business association and legal entities that the latter controls, and if any, a description of deficiencies and deviations, as well as aspects requiring improvement, taking into consideration the opinions, reports, communications and the external audit report, as well as the reports issued by the independent experts that may have rendered their services during the term covered by the report; (b) reference and follow up to the preventive and corrective measures implemented based upon the results of policy and operations compliance investigations, as well as regarding accounting, whether of the same business association or of the legal entities that the latter controls; (c) evaluation of performance of the legal entity that provides external audit services, as well as the external auditor in charge thereof; (d) description and evaluation of the additional and complementary services that, where appropriate, are provided by the legal entity in charge of undertaking such external audit, as well as those granted by the independent experts; (e) the principal results of the reviews of the financial statements of the business association and of the legal entities that the latter controls; (f) a description and effects of the modifications to the accounting policies approved during the period covered by the report; (g) the measures adopted, due to the observations considered relevant, by shareholders, members of the Board of Directors, relevant officers, employees and, in general, any third party, regarding accounting, internal controls and issues related with internal or external auditing, or, derived from the claims made regarding facts that are considered irregular in the administration thereof; (h) follow up with the agreements taken at the shareholders’ meetings and of the Board of Directors. If the business association does not have a Corporate Governance Committee, the report referred to in this paragraph must contain, additionally, the aspects that with regards to corporate governance are referred to in Article 43 of the Securities Market Law, and the Thirty-Third Article of these Articles of Incorporation.

For the drafting of the reports referred to in this Article, as well as the opinions indicated in Article 42 of the Securities Market Law, the Audit Committee shall hear the relevant officers; if there is a difference of opinion with the latter, they shall incorporate such differences in the referred reports and opinions.

The Audit Committee shall be in charge of the following duties and functions:

1. Give its opinion to the Board of Directors on the matters that regard it, in accordance with the Securities Market Law.

2. Evaluate the performance of the legal entity that provides external audit services, as well as review the report, opinions, other reports and information drafted and subscribed by the external auditor. For such purpose, the committee may require the presence of such auditor when it is deemed appropriate, notwithstanding that it must meet with the latter at least once a year.

 

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3. Discuss the financial statements of the business association with the persons responsible for their drafting and review, and based upon this discussion, recommend approval or disapproval to the Board of Directors.

4. Inform the Board of Directors on the situation kept by the internal control and internal audit systems of the business association or of the legal entities that the latter controls, including irregularities that, where appropriate, are found.

5. Draft the opinion referred to in Article 28, section IV, subsection c) of the Securities Market Law and submit it to the opinion of the Board of Directors for its further presentation to the shareholders’ meeting, supporting it, among other elements, on the report of the external auditor. Such opinion must indicate, at least:

i. If the accounting and informational policies and criteria followed by the business association are adequate and sufficient, taking into consideration the particular circumstances thereof.

ii. If such policies and criteria have been applied consistently in the information presented by the General Director.

iii. If, as a consequence of numbers i and ii above, the information presented by the General Director reflects in a reasonable manner the financial situation and the results of the business association.

6. Support the Board of Directors in drafting the reports referred to in Article 28, section IV, subsections d) and e) of the Securities Market Law.

7. Ensure that the operations referred to in Article 28, section III and 47 of the Securities Market Law are undertaken in compliance with the provisions set forth thereto in such legal provisions, as well as with the practices derived thereof.

8. Request the opinion of independent experts in cases in which it considers necessary for the adequate fulfillment of its functions or when in accordance with the Securities Market Law or provisions of a general character, it is required.

9. Request, from the relevant officers and other employees of the business association or of the legal entities that the latter controls, reports regarding the drafting of the financial information and of any other kind that it considers appropriate for the fulfillment of its functions.

10. Investigate any possible lack of compliance of which it is aware, to the operations, guidelines and operations policies, internal control and internal audit systems and accounting, whether of the same business association or of the legal entities that the latter controls, for which it must undertake an examination of the documents, registers and other evidence, in the degree and to the extent necessary to undertake such supervision.

11. Receive the observations made by the shareholders, members of the Board of Directors, relevant officers, employees and, in general, of any third party, regarding the matters referred to in the prior section, as well as to undertake the actions that in its opinion are to be taken with regards to such observations.

 

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12. Request meetings from time to time with the relevant officers, as well as the delivery of any kind of information related with the internal control and internal audit of the business association or legal entities that the latter controls.

13. Inform the Board of Directors of the important irregularities that are found due to the fulfillment of its functions and, where appropriate, of the corrective actions that were taken or to propose those that are to be applied.

14. Convoke shareholders’ meetings and request that the issues considered appropriate be inserted into the agenda for such meetings.

15. Supervise the compliance of the General Director with the decisions of the shareholders’ meetings and of the Board of Directors of the business association, in accordance with the instructions that, where appropriate, are issued by the same meeting or the Board of Directors.

16. Establish and publish the procedures for reception, retention and handling of claims by the business association with regards to accounting, internal accounting controls or matters related with audits, as well as for confidential and anonymous reference by the employees of the business association regarding the concerns related to accounting or questionable audits.

17. Supervise that the activities of the members of the Board of Directors and of the officers of the two senior levels of administration of the business association and its subsidiaries are made in strict compliance with the applicable legal provisions.

18. Present recommendations to the Nomination and Compensation Committee regarding the removal of members of the Board of Directors of the business association, and its subsidiaries, as well as of officers thereof, due to violations of the provisions of these Articles of Incorporation or of any applicable legal regulation applicable to the business association.

19. Select the external auditor of the business association, supervise their work (including resolving any lack of agreement between the administration and the external auditor regarding the financial reports of the business association), and when necessary, replace the external auditor.

20. Approve the procedures for prior approval of compensation to the external auditor for audit and other services to be rendered. The Audit Committee must, in accordance with such procedures, previously approve all of the audit and non-audit-related services provided by the external auditor, as required by the applicable legislation or regulations in the markets where the shares of the business association are listed.

21. Review, jointly with the external auditor, the financial information that must be included in the annual report of the business association, including the information filed in the section “Comments and Analysis of the Administration on the Operation Results and Financial Situation of the Company,” its substantive decision in addition to its overall decision, regarding the accounting principles, the reasonableness of the opinions made in the preparation of the financial statements and the clarity of the information filed therein. The Audit Committee must also discuss the results of the annual audit and of any other matters that the external auditor is obliged to communicate to the Audit Committee.

22. Draft an annual report on its activities and present such report to the Board of Directors, pursuant to this Thirty-Second Article and the Securities Market Law.

 

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23. Review, jointly with the external auditor, any problems or difficulties with which the auditors may have found themselves, regarding the annual audit, or any others, as well as any communication to the administration of the business association delivered by the auditors and the response to such letter by the business association. Such review must contain: (i) any restrictions on the scope of activities or access to the requested information; (ii) any lack of agreement with the management regarding the principles of accounting that are generally accepted and other matters; and (iii) substantial adjustments to the financial statements recommended by the external auditor and adjustments proposed that were not accepted, independently of its importance.

24. It shall have sufficient authority to: (i) investigate any matter that it considers important with total access to all books, registers, establishments and personnel of the business association; (ii) maintain external legal counsel, external accountants or other advisors that advise the Audit Committee and (iii) request from any officer or employee of the business association, the external advisors of the business association, internal audit, providers of audit services or external audit to be present at the meetings of the Audit Committee or meet with any of the members of, or advisors of, the Audit Committee. The business association shall grant sufficient funds to the Audit Committee to pay the fees of the external auditor and any other advisors requested by the business association, as well as the necessary and appropriate administrative expenses incurred by the Audit Committee in fulfillment of its duties.

25. All others that are established in these Articles of Incorporation, the Securities Market Law, and/or that are assigned to it by the Board of Directors.

FIFTH CHAPTER

SHAREHOLDERS’ MEETINGS

THIRTY-THIRD ARTICLE. Classes. Shareholders’ meetings shall be general or special, with the general shareholders’ meetings being either ordinary (“General Ordinary Shareholders’ Meetings) or extraordinary (Extraordinary Shareholders’ Meetings”), and all of them shall take place at the corporate address of the business association. The following shall be Extraordinary Shareholders’ Meetings: (i) those convoked to discuss any matters specified in Article 182 of the General Law of Commercial Corporations, and (ii) those convoked to agree on the cancellation of registration of the shares of the business association at the National Register of Securities (Registro Nacional de Valores), Bolsa Mexicana de Valores, S.A. de C.V. and at any other stock exchanges either national or foreign in which they are registered, except by systems of quotation or other markets not organized as stock exchanges; any other meetings shall be ordinary general unless it is a Meeting that meets to deal with any of the matters that affect a class or Series of shares in particular, in which case, the Meetings shall be special.

THIRTY-FOURTH ARTICLE. Notice. Notice for the shareholders’ meetings must be provided by the Board of Directors or by the Audit Committee. Any shareholder or group of shareholders holding at least ten percent (10%) of the issued and outstanding shares of the business association may request, at any time, to the Board of Directors or to the Audit Committee that a shareholders’ meeting be convoked to discuss matters specified in their request. Any shareholder shall have the same right in any of the cases provided for in Article 185 of the General Law of Commercial Corporations. If the Board of Directors or the Audit Committee, as the case may be, do not give notice within fifteen (15) calendar days following receipt of a request in accordance with the prior provision, the competent judicial authorities of the jurisdiction of business association’s address, at the request of the shareholder or shareholders that are found in any of the prior cases, with the prior proof that they find themselves in such position, shall issue the corresponding notice.

 

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In addition, in the meeting agenda included in the notice of shareholders’ meetings, the Audit Committee shall have the power to insert the issues that such committee considers convenient.

THIRTY-FIFTH ARTICLE. Publication of Notices. Notices of convocation, whether initial or subsequent, for the shareholders’ meetings shall be published in the Official Gazette (Diario Oficial de la Federación) or in a newspaper of national distribution at least fifteen (15) calendar days prior to the date set forth for the meeting. Notices shall indicate the date, time and place of the meeting, shall contain a meeting agenda, with a clear explanation of the matters to be dealt with therein, and must be signed by the person or persons that make them, in the understanding that if they are made by the Board of Directors it shall be sufficient for them to be signed by the Chairman or by the Secretary of such body or by the delegate appointed for such purpose by the Board of Directors. From the publication of notice for a shareholders’ meeting, the information and documents related to each one of the matters included in the meeting agenda must be made available to the shareholders in an immediate and unrestricted manner.

Shareholders’ meetings may take place without the need for prior notice if all of the shares issued and outstanding representing the corporate equity of the business association are represented at the meeting.

THIRTY-SIXTH ARTICLE. Attendance. Only the shareholders that are duly registered in the Share Register of the business association as owners of one or more shares thereof shall be admitted to the shareholders’ meetings of the business association, and only insofar as they have obtained the requisite admission card for which registration shall effectively be closed three (3) days prior to the date set for the meeting to take place.

In order to be present at the meetings, shareholders must show their corresponding admission card, which shall be issued only at their request, and which must, on or before the business day prior to the date of the meeting, be presented jointly with proof of deposit of the corresponding certificates or titles of shares either with the Secretary of the business association or with an institution for the deposit of titles, a credit institution, whether national or foreign, or stock exchange broker pursuant to the applicable provisions of the Securities Market Law. Shares so deposited in order to obtain the right to be present at a meeting shall not be returned until after such meeting takes place, and shall be returned by delivery of the receipt issued for such purpose to the shareholder or their representative.

Shareholders may be represented at shareholders’ meetings in person or by proxy signed before two witnesses or through any other form of power of attorney granted in accordance with the law. However, regarding the corporate equity of the business association that is traded in any stock exchange, the person having power of attorney may only prove his/her capacity through proxy that is granted in the forms that are drafted by such legal entity that shall be available to the shareholders including stock market intermediaries, during the term indicated in Article 173 of the General Law of Commercial Corporations. The forms must contain the following information: (a) indicate in a clear manner the name of the business association, the corresponding meeting agenda, without being able to include under the title of general matters the issues referred to in Articles 181 and 182 of the General Law of Commercial Corporations and (b) contain space for the instructions that the grantor indicates for the execution of such power of attorney. The Secretary of the Board of Directors shall be obliged to make sure that this article is complied with and shall inform the meeting of such compliance. Members of the Board of Directors may not represent shareholders at shareholders’ meetings.

 

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THIRTY-SEVENTH ARTICLE. Minutes. The minutes of the shareholders’ meetings shall be transcribed in a book specifically kept for such purpose and shall be signed by the persons acting as Chairman and Secretary of the meeting and by those shareholders or representatives of shareholders who wish to sign. A record of any corporate action taken by the shareholders in accordance with this article shall be transcribed into such book.

THIRTY-EIGHTH ARTICLE. Chairman and Secretary. Shareholders’ meetings shall be presided over by the Chairman of the Board of Directors and, in his/her absence, by the person appointed by a majority vote of the shareholders present. The Secretary of the Board of Directors shall act as secretary of the shareholders’ meetings and, in his/her absence, shall be substituted by the person appointed by a majority vote of the shareholders present.

THIRTY-NINTH ARTICLE. Ordinary Meetings. General Ordinary Shareholders’ Meetings must take place at least once a year, and within the first four months following the end of each fiscal year. In addition to the matters specified in the meeting agenda: (i) the report of the Board of Directors referred to in Article 172 of the General Law of Commercial Corporations shall be discussed, approved or modified (without the last paragraph of such article being applicable to it); (ii) the members of the Board of Directors and members of the committees of the business association, shall be appointed or ratified, considering the proposals of the Nomination and Compensation Committee, and the fees of such persons shall be determined; (iii) the report referred to in Article 172 of the General Law of Commercial Corporations shall be presented to the shareholders of the business association or legal entities of which the business association holds a majority of the shares, when the value of the investment in each of them exceeds twenty percent (20%) of the accounting capital, according to the state of financial position at the end of the respective fiscal year; and (iv) the business association shall present a report on compliance with tax obligations in order to comply with Article 86, section XX of the Income Tax Act (Ley del Impuesto Sobre la Renta), or any other provision that substitutes it. In accordance with the Income Tax Act, the obligation contained in this section shall be deemed as complied with if, at the General Ordinary Shareholders’ Meeting referred to, the report on report on compliance with tax obligations referred to in section III of Article 52 of the Federal Tax Code (Código Fiscal de la Federación) or the provision that substitutes it is distributed among the shareholders and read.

FORTIETH ARTICLE. Resolutions in writing. Resolutions whose adoption otherwise require the convocation of a shareholders’ meeting may be taken without the need of a shareholders’ meeting through the unanimous written consent of all shareholders who would have had the right to vote if such shareholders’ meeting had taken place. Resolutions adopted in such manner shall have the same effect and legal consequences as resolutions adopted in the course of a shareholders’ meeting. When the resolutions of the shareholders are taken through their unanimous written consent, no notice or any other formality shall be necessary other than the signature of all of the shareholders with the right to vote on the document proving adoption of the relevant resolutions. All such documents shall be attached to the meeting minutes kept pursuant to the Thirty-Seventh Article of these Articles of Incorporation.

FORTY-FIRST ARTICLE. Quorum for General Ordinary Shareholders’ Meetings. Each share shall be entitled to one (1) vote at shareholders’ meetings. In order for a General Ordinary Shareholders’ Meeting to be validly convoked upon initial notice, at least fifty percent (50%) of the shares that represent the corporate equity must be represented at the meeting and the resolutions shall be valid if adopted by a majority vote of the shares present or represented at the meeting (a “Majority Vote”). General Ordinary Shareholders’ Meetings taking place upon a second or further notice shall be validly convoked regardless of the number of shares represented at the meeting, and their resolutions shall be validly adopted by a Majority Vote.

 

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Shareholders duly represented at such a meeting and representing at least ten percent (10%) of the issued and outstanding corporate equity of the business association may request that a vote be delayed in any matter in which they consider themselves insufficiently informed, in compliance with the terms and conditions set forth for these purposes in Article 199 of the General Law of Commercial Corporations.

Shareholders duly represented at such meeting and representing at least twenty percent (20%) of the issued and outstanding corporate equity of the business association may judicially oppose the resolutions of the shareholders’ meetings in which they have the right to vote, insofar as they comply with the requirements that for such purpose are set forth in Article 201 of the General Law of Commercial Corporations.

FORTY-SECOND ARTICLE. Quorum for Extraordinary Shareholders’ Meetings and Special Shareholders’ Meetings. Each share shall be entitled to one (1) vote at shareholders’ meetings. In order for an Extraordinary Shareholders’ Meeting or Special Shareholders’ Meeting to be validly convoked upon initial or further notice, at least seventy-five percent (75%) of the shares representing the corporate equity, or of the corresponding Series (for Special Shareholders’ Meetings), must be represented at the meeting, and resolutions at such meetings shall be valid if adopted by a majority vote of the corporate equity of the business association, or of the corresponding Series (for Special Shareholders’ Meetings), as the case may be. Resolutions regarding matters referred to in the Eighth Article and the first paragraph of the Twelfth Article of these Articles of Incorporation are an exception to the prior provision (as they are subject to the quorum set forth in such articles), as are resolutions regarding the following matters, which are reserved exclusively to Extraordinary Shareholders’ Meetings, where resolutions shall be valid when adopted by a favorable vote of at least seventy-five percent (75%) of the corporate equity of the business association:

1. Any modification to the Articles of Incorporation aiming to amend or eliminate the powers of the committees created for the administration of the business association and its subsidiaries, or to cancel or modify the rights granted to minorities;

2. Any resolution that implies the cancellation or assignment of rights derived from the concession titles granted by the Mexican Federal Government in favor of the business association or its subsidiaries;

3. The advanced termination, by an agreement among the parties, of the Participation Agreement executed by and among the business association and the Strategic Partner;

4. Any merger of the business association with legal entities not directly related with the principal business of the business association and its subsidiaries; and

5. Any subdivision, dissolution or liquidation of the business association.

Shareholders duly represented at such a meeting and representing at least ten percent (10%) of the issued and outstanding corporate equity of the business association may request that a vote be delayed in any matter in which they consider themselves insufficiently informed, in compliance with the terms and conditions set forth for these purposes in Article 199 of the General Law of Commercial Corporations.

Shareholders duly represented at such meeting and representing at least twenty percent (20%) of the issued and outstanding corporate equity of the business association may judicially oppose the resolutions of the shareholders’ meetings in which they have the right to vote, insofar as they comply with the requirements that for such purpose are set forth in Articles 201 and 202 of the General Law of Commercial Corporations.

 

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FORTY-THIRD ARTICLE. Rights during Meetings of Series “BB” Shares. In order for the shareholders’ meeting to validly adopt any resolution regarding the following matters, a majority vote of the Series “BB” shares shall be required, but only if these represent at least seven point sixty-five percent (7.65%) of the issued and outstanding corporate equity:

1. Approval of the financial statements of the business association;

2. Advanced liquidation or dissolution of the business association;

3. Increase or reduction of the corporate equity of the business association;

4. Declaration and payment of dividends;

5. Modification of the Articles of Incorporation of the business association;

6. Mergers, subdivisions or division of shares;

7. Granting or modification of special rights of the series into which the corporate equity is divided into;

8. Any decision aiming to modify or annul the resolutions that have been validly adopted by the Board of Directors in accordance with the Nineteenth Article of these Articles of Incorporation, as well as those requiring a favorable vote of the members of the Board of Directors appointed by the Series “BB” shareholders as referred to in the Eighteenth Article of these Articles of Incorporation.

SIXTH CHAPTER

WITHDRAWAL FROM THE BUSINESS ASSOCIATION

FORTY-FOURTH ARTICLE. Withdrawal. In accordance with Article 206 of the General Law of Commercial Corporations, any shareholder may withdraw from the business association and request the reimbursement of their shares in proportion with the corporate assets, that is, with the accounting value thereof, in accordance with the last financial statement approved by the shareholders’ meeting, or at ninety-five percent (95%) of the average value at which it is quoted on the stock exchange during the last thirty (30) days of trading prior to the date of adoption of the resolution that originates such right of withdrawal, whichever is lesser, insofar as such shareholder has voted against the resolutions adopted at the General Ordinary Shareholders’ Meeting that decides upon the change of corporate objective, change of nationality, transformation into any other kind of business association, merger or subdivision of the business association, or in case of dilution of their participation by more than ten percent (10%) due to any kind of merger, insofar as they request such separation within fifteen (15) days following closure of the corresponding meeting.

SEVENTH CHAPTER

FINANCIAL INFORMATION, EXTERNAL AUDITOR, PROFITS AND LOSSES

FORTY-FIFTH ARTICLE. Financial Information. Within three (3) months following the end of each fiscal year, the Board of Directors shall prepare a report containing all of the financial

 

34


information required in accordance with Article 172 of the General Law of Commercial Corporations and with paragraph 3 of the Twenty-Second Article of these Articles of Incorporation. The financial information and any supporting documents shall be made available and delivered to the shareholders that so request at the address of the business association within the same period.

FORTY-SIXTH ARTICLE. External Auditor. The Board of Directors shall hire an external audit firm of the business association that is appointed by the Audit Committee.

Any change or removal thereof shall be approved by a majority of votes of the members of the Audit Committee.

The external auditor of the business association shall be summoned to the meetings of the Board of Directors, as a guest with the right to voice, but not to vote, with the obligation to abstain to be present regarding those matters of the order of the day in which he/she has a conflict of interest or that could hinder his/her independence.

FORTY-SEVENTH ARTICLE. Profits. The net profit of each fiscal year shall be applied in the following order:

1. Five percent (5%) to maintain, and if necessary to reestablish, the legal reserve fund, until it is equal to at least twenty percent (20%) of the corporate equity;

2. Any amounts agreed, at the shareholders’ meeting, to create or increase general or special reserves;

3. Any amounts determined, at the shareholders’ meeting, to create or increase capital reserves of the business association, as appropriate; and

4. If necessary, any amounts for payment of dividends to the shareholders of the business association, in the amount, form and terms determined by the General Ordinary Shareholders’ Meeting.

FORTY-EIGHTH ARTICLE. Losses. In case of losses, these shall be debited first from the capital reserves, but if the capital reserves are not sufficient, then from the corporate equity.

EIGHTH CHAPTER

DISSOLUTION AND LIQUIDATION

FORTY-NINTH ARTICLE. The business association shall dissolve in any of the cases established by Article 229 of the General Law of Commercial Corporations.

FIFTIETH ARTICLE. Once the business association is dissolved, it shall enter liquidation. The liquidation shall be entrusted to one or more liquidators appointed by the Shareholders’ Meeting. If the meeting does not make such appointment, a civil or district judge of the jurisdiction of the business association’s domicile shall do so at the request of any shareholder, in accordance with the provisions of Article 236 of the General Law of Commercial Corporations.

When various liquidators are appointed, these shall act jointly. The liquidator or liquidators are not required to be shareholders, officers or members of the Board of Directors of the business association. The liquidator or liquidators shall be empowered to conclude the operations of the business association

 

35


and to liquidate its businesses, to collect the amounts due to the business association and to pay what is due by it; to sell the assets of the business association at the prices that they deem convenient according to their knowledge and understanding; to distribute among the shareholders the remaining assets of the business association, after paying all of the corporate debts, in accordance with the number of shares that each possesses; to take the measures that are appropriate or convenient to fulfill the liquidation of the business association, in accordance with Articles 242 and 248 and other related provisions of the General Law of Commercial Corporations; as well as to obtain the cancellation of the registration of the business association, after completing its liquidation. The liquidator or liquidators shall also have the powers granted to them by the meeting appointing them.

During the liquidation, the shareholders shall convene in the form established by these Articles of Incorporation and the liquidators shall perform functions equivalent to those that would have corresponded to the Board of Directors during the ordinary life of the business association; the Audit Committee shall continue performing, with respect to the liquidator or liquidators, the functions that it had vis-à-vis the Board of Directors before liquidation.

FIFTY-FIRST ARTICLE. Absent specific instructions to the contrary granted by the Shareholders’ Meeting to the liquidators, liquidation shall be undertaken in accordance with the following priorities:

1. Conclusion of all pending business in the manner that is least damaging to the creditors and shareholders;

2. Collection of credit and payment of debt;

3. Sale of the assets of the business association;

4. Preparation of the final balance of liquidation; and

5. Distribution of the remaining assets, where applicable, among the shareholders in proportion to their respective equity participation.

NINTH CHAPTER

APPLICABLE LAW AND VENUE

FIFTY-SECOND ARTICLE. Applicable Law and Venue. Any controversy, to which the business association is a party and arising from the execution, construction and compliance with this agreement, shall submit to the federal laws applicable in Mexico.

Any controversy between the business association and its shareholders, or among its shareholders with regards to matters regarding the business association, due to the act of subscribing or acquiring shares representing the corporate equity of the business association, shall submit expressly to the federal law applicable in Mexico, and to the jurisdiction of the federal and local courts of Guadalajara City, Jalisco, and waive the right to any other venue that may correspond to them due to their present or future address, or due to any other cause.

 

36


TRANSITORY PROVISIONS

FIRST. If any provision contained in these Articles of Incorporation violates in any manner the provisions, rights and/or obligations of, or that are the responsibility of, the business association or its shareholders as provided for in agreements executed by the business association on August 25, 1999, and specifically in the Agreement of Participation executed with the Federal Government and others and the Technical Assistance and Technology Transfer Agreement with the Strategic Partner (Aeropuertos Mexicanos del Pacífico, S.A. de C.V.), the provisions, rights and/or obligations of, or that are the responsibility of, the business association or its shareholders contained in such agreements shall prevail over any provision contained in these Articles of Incorporation.

SECOND. The reference made, in paragraph 5.2 of the Technical Assistance and Technology Transfer Agreement, to a Shareholders’ Meeting of the business association, shall be understood hereafter as referring to that set forth in clause 5 of the Eighteenth Article of these Articles of Incorporation.

 

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EX-8.1 3 d144740dex81.htm EX-8.1 EX-8.1

Exhibit 8.1

List of Subsidiaries of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

(as of December 31, 2015)

 

Name of Company

   Jurisdiction of
Organization
   Percentage
Owned (1)
 

Description

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

   Mexico    100%   Holder of concession for Guadalajara International Airport

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

   Mexico    100%   Holder of concession for Tijuana International Airport

Aeropuerto de Puerto Vallarta, S.A. de C.V.

   Mexico    100%   Holder of concession for Puerto Vallarta International Airport

Aeropuerto de San José del Cabo, S.A. de C.V.

   Mexico    100%   Holder of concession for Los Cabos International Airport

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

   Mexico    100%   Holder of concession for Hermosillo International Airport

Aeropuerto del Bajío, S.A. de C.V.

   Mexico    100%   Holder of concession for Guanajuato International Airport

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

   Mexico    100%   Holder of concession for Morelia International Airport

Aeropuerto de La Paz, S.A. de C.V.

   Mexico    100%   Holder of concession for La Paz International Airport

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

   Mexico    100%   Holder of concession for Aguascalientes International Airport

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

   Mexico    100%   Holder of concession for Mexicali International Airport

Aeropuerto de Los Mochis, S.A. de C.V.

   Mexico    100%   Holder of concession for Los Mochis International Airport

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

   Mexico    100%   Holder of concession for Manzanillo International Airport

Desarrollo de Concesiones Aeroportuarias, S.L.U.

   Spain    100%   Holder of 74.5% stake in MBJA

MBJ Airports Limited

   Jamaica    74.5%   Holder of concession for Montego Bay International Airport

Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.

   Mexico    100%   Provider of administrative services to our other subsidiaries

Corporativo de Servicios Aeroportuarios, S.A. de C.V.

   Mexico    100%   Provider of operational services to our other subsidiaries

Puerta Cero Parking, S.A. de C.V.

   Mexico    100%   Provider of car parking administration services to our other subsidiaries

GA del Pacífico Participações do Brasil LTDA

   Brazil    100%   Holding company for other acquisitions (incorporated in 2010; not operational through the date of this filing)

Fundación Grupo Aeroportuario del Pacífico, A.C.

   Mexico    100%   Non-profit company incorporated in 2013 to manage charitable donations and social welfare activities

 

(1) We directly hold 99.99% of the shares in each of our Mexican operating subsidiaries. The remaining shares of SIAP are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other Mexican subsidiaries are held by SIAP. As a result, we directly or indirectly hold 100% of the shares of each of our subsidiaries except MBJA.
EX-12.1 4 d144740dex121.htm EX-12.1 EX-12.1

Exhibit 12.1

CERTIFICATION

I, Fernando Bosque Mohíno, certify that:

 

  1. I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

  4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

  5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Dated: April 20, 2016  

/s/ FERNANDO BOSQUE MOHÍNO

  Name:   Fernando Bosque Mohíno
  Title:   Chief Executive Officer
EX-12.2 5 d144740dex122.htm EX-12.2 EX-12.2

Exhibit 12.2

CERTIFICATION

I, Saúl Villarreal García, certify that:

 

  1. I have reviewed this annual report on Form 20-F of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

  4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

  (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  (c) Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  (d) Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

 

  5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

  (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

  (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Dated: April 20, 2016    

/s/ SAÚL VILLARREAL GARCÍA

    Name:   Saúl Villarreal García
    Title:   Chief Financial Officer
EX-13.1 6 d144740dex131.htm EX-13.1 EX-13.1

Exhibit 13.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Grupo Aeroportuario del Pacífico, S.A.B. de C.V., a sociedad anónima bursátil de capital variable organized under the laws of Mexico (the “Company”), does hereby certify, to such officer’s knowledge, that:

The Annual Report on Form 20-F for the fiscal year ended December 31, 2015 (the “Form 20-F”) of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: April 20, 2016    

/s/ FERNANDO BOSQUE MOHÍNO

    Name:   Fernando Bosque Mohíno
    Title:   Chief Executive Officer
Dated: April 20, 2016    

/s/ SAÚL VILLARREAL GARCÍA

    Name:   Saúl Villarreal García
    Title:   Chief Financial Officer