20-F 1 d905410d20f.htm FORM 20-F Form 20-F
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2014

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 20154

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.

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

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Forward-Looking Statements   3   
Item 1. Identity of Directors, Senior Management and Advisers   4   
Item 2. Offer Statistics and Expected Timetable   4   
Item 3. Key Information   4   
Selected Financial Data   4   
Exchange Rates   7   
Risk Factors   8   
Item 4. Information on the Company   30   
History and Development of the Company   30   
Business Overview   37   
Regulatory Framework   65   
Organizational Structure   82   
Property, Plant, And Equipment   83   
Item 4A. Unresolved Staff Comments   84   
Item 5. Operating and Financial Review and Prospects   84   
Item 6. Directors, Senior Management and Employees   125   
Item 7. Major Shareholders and Related Party Transactions   133   
Major Shareholders   133   
Related Party Transactions   134   
Item 8. Financial Information   135   
Legal Proceedings   135   
Dividends   143   
Item 9. The Offer and Listing   144   
Stock Price History   144   
Trading on the Mexican Stock Exchange   145   
Item 10. Additional Information   146   
Corporate Governance   146   
Material Contracts   156   
Exchange Controls   157   
Taxation   157   
Documents On Display   160   
Item 11. Quantitative and Qualitative Disclosures About Market Risk   161   
Item 12. Description of Securities Other Than Equity Securities   162   

 

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Item 13.

Defaults, Dividend Arrearages and Delinquencies   164   

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds   164   

Item 15.

Controls and Procedures   164   

Item 16.

Reserved   166   

Item 16A.

Audit Committee Financial Expert   166   

Item 16B.

Code of Ethics   166   

Item 16C.

Principal Accountant Fees and Services   167   

Item 16D.

Exemptions from the Listing Standards for Audit Committees   167   

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers   168   

Item 16F.

Change in Registrant’s Certifying Accountant.   168   

Item 16G.

Corporate Governance   168   

Item 17.

Financial Statements   173   

Item 18.

Financial Statements   173   

Item 19.

Exhibits   173   

 

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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 “dollars,” “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America. References in this annual report on Form 20-F to “pesos,” “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. 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.14.7500 to U.S.$1.00, the noon buying rate for pesos on December 31, 2014, as published by the U.S. Federal Reserve Board. On April 10, 2015 the exchange rate for pesos as published by the U.S. Federal Reserve Board was Ps.15.1670 to U.S.$1.00.

This annual report on Form 20-F contains references to “workload units,” which are units measuring an airport’s passenger traffic volume and cargo volume. A workload unit currently is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. 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. Country-wide data for Mexico 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 (IFRIC 12) Service Concession Arrangements 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.

 

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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 that we are obligated to perform at the airports as established by our Master Development Programs. 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.

The use of aeronautical and non-aeronautical revenues is more common in our industry as they represent the revenues generated from our core operations: services provided to passengers, airlines, and other third parties based on passenger traffic at our airports. Consequently, in several sections of this annual report we take into account only revenues that resulted in actual cash inflows (which we categorize as aeronautical and non-aeronautical revenues, or the sum of the two) for ratios or comparative calculations. Both of these categories of revenues are dependent, either directly or indirectly, on passenger traffic, while revenues generated from improvements to concession assets under IFRIC 12 are not dependent upon passenger traffic, but rather stem from the level of capital expenditures carried out at each airport. Information reported using only revenues that generated cash inflows may be more useful for readers of this annual report because those revenues stem from the key drivers of our business: passenger traffic and our maximum tariffs. We indicate each instance in which we use only aeronautical and non-aeronautical revenues by indicating the category of revenues used.

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, 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.

 

     Year ended December 31,  
     2011      2012      2013      2014      2014  
            (thousands of pesos)      (thousands of
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       U.S.$  266,152   

Non-aeronautical services(3)

     824,580         1,008,452         1,170,492         1,338,542         90,749   

Improvements to concession assets(4)

     1,036,227         570,233         440,728         281,874         19,110   

Total revenues

     4,938,734         4,944,667         5,227,836         5,546,152         376,000   

Operating costs:

              

Costs of services:

              

 

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Employee costs

  369,386      402,607      390,606      393,537      26,680   

Maintenance

  179,455      200,022      200,224      223,687      15,165   

Safety, security & insurance

  131,168      159,379      173,748      192,932      13,080   

Utilities

  122,095      139,479      141,855      147,793      10,020   

Other

  184,834      158,515      222,518      203,639      13,806   

Total costs of services

  986,938      1,060,002      1,128,951      1,161,588      78,752   

Technical assistance fees(5)

  136,191      155,072      171,470      194,228      13,168   

Concession taxes(6)

  193,802      217,295      237,728      261,577      17,734   

Depreciation and amortization:

Depreciation(7)

  110,314      151,176      164,606      216,536      14,680   

Amortization(8)

  632,655      676,054      718,629      708,684      48,046   

Total depreciation and amortization

  742,969      827,230      883,235      925,220      62,727   

Other expense (income)

  6,587      1,333      (7,453   (43,424   (2,944

Cost of improvements to concession assets(4)

  1,036,227      570,233      440,728      281,874      19,110   

Total operating costs

  3,102,714      2,831,165      2,854,659      2,781,061      188,547   

Income from operations

  1,836,020      2,113,502      2,373,177      2,765,089      187,464   

Finance income (cost)

  37,318      (14,023   (51,159   (7,990   (542

Income before income taxes

  1,873,338      2,099,479      2,322,018      2,757,099      186,922   

Income tax expense

  261,758      327,449      75,788      514,579      34,887   

Consolidated net income

  1,611,580      1,772,030      2,246,230      2,242,520      152,035   

Basic and diluted earnings per share(9)

Ps. 2.9969    Ps. 3.3389    Ps. 4.2377    Ps. 4.2663    U.S.$ 0.2892   

Basic and diluted earnings per ADS(9)

Ps.  29.9687    Ps.  33.3891    Ps.  42.3768    Ps.  42.6629    U.S.$ 2.8924   

Dividends per share(10)

Ps. 1.9231    Ps. 2.1292    Ps. 2.2837    Ps. 3.0249    U.S.$ 0.2051   

Dividends per ADS(10)

Ps. 19.2310    Ps. 21.2918    Ps. 22.8375    Ps. 30.2490    U.S.$ 2.0508   

Other operating data:

Total terminal passengers (thousands of passengers)(11)

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

Total air traffic movements (thousands of movements)

  395      395      404      417      417   

Total revenues per terminal passenger(12)

Ps. 244    Ps. 232    Ps. 226      Ps. 224    U.S.$ 15   

Aeronautical and non-aeronautical services per terminal passenger

Ps. 193    Ps. 205    Ps. 207      Ps. 213    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    U.S.$ 108,170   

Total current assets

  2,885,072      2,459,168      2,872,087      2,062,571      139,835   

Airport concessions, net

  10,463,499      10,179,422      9,895,346      9,611,296      651,613   

Rights to use airport facilities, net

  1,327,189      1,270,490      1,213,792      1,157,093      78,447   

Total assets

  24,719,675      24,533,637      25,234,600      24,286,207      1,646,523   

Current liabilities

  1,062,027      1,132,711      1,212,154      1,582,227      107,270   

Total liabilities

  3,038,492      3,080,424      3,021,889      3,000,316      203,411   

Total shareholders’ equity

  21,681,183      21,453,213      22,212,711      21,285,891      1,443,111   

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    U.S.$ 234,592   

Net cash flows used in investing activities

  (1,253,470   (983,785   (680,951   (633,040   (42,918

Net cash flows used in financing activities

  (1,217,045   (2,148,816   (1,779,258   (3,399,875   (230,500

(Decrease) Increase in cash and cash equivalents

  (213,797   (471,327   504,504      (572,685   (38,826

 

(1) Translated into dollars at the rate of Ps.14.7500 per U.S.$1.00, the noon buying rate on December 31, 2014, 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 dollars (not thousands of dollars). Operating data are expressed in the units indicated.
(2) Revenues from aeronautical services principally consist of a fee for each departing passenger except 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, 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” herein for a description of our regulatory framework, including our maximum rates.
(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 SCT (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 and 2014. These amounts did not result in actual cash inflows, nor did they have an effect on our consolidated net income, in 2011, 2012, 2013 and 2014, as revenues earned were equal to the costs incurred. 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 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 and 525,636,745 common shares outstanding for the years ended December 31, 2011, 2012, 2013 and 2014, 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 and U.S.$0.2051 in 2014 and per ADS were U.S.$ 1.3785 in 2011, U.S.$1.6424 in 2012, U.S.$1.7436 in 2013 and U.S.$2.0508 in 2014. Per-share dollar amounts are expressed in dollars (not thousands of 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)  

2012

     14.37         12.63         12.96         13.15   

2013

     13.43         11.98         13.10         12.76   

2014

     14.79         12.85         14.75         13.30   

November 2014

     13.92         13.54         13.92         13.61   

December 2014

     14.79         13.94         14.75         14.52   

2015:

           

January 2015

     15.01         14.56         15.01         14.70   

February 2015

     15.10         14.75         14.94         14.92   

March 2015

     15.58         14.93         15.24         15.23   

April 2015(2)

     15.17         14.80         15.17         14.98   

 

Sources: U.S. Federal Reserve Board.

(1) Average of month-end rates or daily rates, as applicable.
(2) Through April 10, 2015.

On April 10, 2015, the exchange rate for pesos, as published by the U.S. Federal Reserve Board, was Ps.15.1670 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.

 

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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 (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) departing from the airport terminals we operate and are collected by the airlines and paid to us. In 2012, 2013 and 2014, passenger charges represented 57.1%, 58.8% and 60.8%, respectively, of our total revenues (in 2012, 2013 and 2014, passenger charges represented 64.5%, 64.2% and 64.1%, 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 and the United States, the political situation in Mexico 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.

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.

Negative economic developments in Mexico could reduce domestic passenger traffic at our 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 airports. In addition, 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 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.

 

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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 2012, 2013 and 2014, 88.0%, 89.7% and 89.5%, respectively, of the international terminal passengers served by our airports arrived and departed on flights originating in 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 2012, the U.S. gross domestic product (“GDP”) increased at an annualized rate of 2.2%. In 2013 and 2014, the U.S. GDP grew 1.9% and 2.4%, respectively. 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.

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, reaching record highs in the third quarter of 2008. Although prices declined to well below the highs of 2008 over the second half of 2014 and first quarter of 2015, 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. Increases in airlines’ costs as a result of higher petroleum prices 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, which 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 four of our airports and could be adversely impacted by any condition affecting those airports.

In 2014, approximately 81.1% of the sum of aeronautical and non-aeronautical revenues was generated from four of our twelve airports. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports in 2014:

 

Airport

   For year ended
December 31, 2014
 

Guadalajara International Airport

     35.3

Los Cabos International Airport

     17.7

Puerto Vallarta International Airport

     14.2

Tijuana International Airport

     13.9

Eight other airports (combined)

     18.9
  

 

 

 

Total

  100.0
  

 

 

 

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

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 Los Cabos International Airport and our Puerto Vallarta International Airport) may vary as a result of factors beyond our control, including the level of tourism in Mexico. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America. The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of Mexico, particularly as a result of the uncertainty and safety concerns resulting from the 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.

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

International events such as the terrorist attacks on the United States on September 11, 2001, wars such as the one in Iraq and public health crises such as the Influenza A/H1N1 epidemic 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.

 

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In April 2009, Mexico, as well as 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 had been 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 and 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. Since August 1, 2003, we have carried a Ps.500 million insurance policy covering damage to our property resulting from terrorist acts. We carry a U.S.$150 million insurance policy covering personal and property damage to third parties resulting from terrorist acts. Because our insurance policies do not cover all losses and liabilities resulting from war or terrorism, we could incur significant costs if we were to be directly affected by events of this nature. Any such increase in our operating costs would have an adverse effect on our results of operations.

The users of airports, principally airlines, also have been subject to increased costs following the events of September 11, 2001. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security rules or guidelines in the future. Premiums for aviation insurance increased substantially in the years following 2001 and could rise further in the future. While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has not done so and has given no indication of any intention to do the same. In addition, fuel prices, 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. Such increases in airlines’ costs have resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. In addition, because a substantial majority of our international flights involve travel to the United States, we may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities.

If authorities require security enhancements or require us to adopt additional security measures, we may be required to undertake significant additional expenses and capital expenditures, and we cannot guarantee that those expenses and/or capital expenditures will be taken in to account 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.

 

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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 signals the potential presence of prohibited items. Because of uncertainty over the policy letter’s implementation, the new screening process was initially delayed. 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 Bureau of Civil Aviation has been expected to issue implementing regulations. On November 23, 2012, the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil, or “DGAC”) published a recommendation, titled a “Circular Obligatoria,” on the SCT (Secretaría de Comunicaciones y Transportes, or “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 ten busiest airports since 2011; only flights departing from Terminal 2 in Guadalajara and from the Aguascalientes and Los Mochis airports continue to rely on manual inspection. As of December 31, 2014, we have signed agreements to operate the baggage screening equipment with every airline customer with a non-negligible volume of traffic. As a result, as of the end of 2014, approximately 95% of the passengers travelling through our airports were using the baggage screening system, compared to approximately 90% at the end of 2013. During 2015, we plan to integrate Guadalajara airport’s Terminal 2 and the Aguascalientes airport into the baggage screening system, which would increase the percentage of baggage inspected with automated systems to 99%.

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. 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 Program for the years 2015-2019, completed in December of 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 – 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, reducing operating costs, controlling our capital expenditure commitments under our Master Development Programs with the Mexican 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 7.4% of total revenues during 2014, as compared with 6.7% of total revenues during 2013 (7.8% of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2014, as compared to 7.3% in 2013).

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 commercial activities 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 currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for approximately 48% of our total employees as of December 31, 2014), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

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. Concesionaria Vuela Compañía de Aviación, S.A. de C.V., or Volaris; Grupo Aeroméxico, S.A.B. de C.V., or Grupo Aeroméxico, a holding company that owns Aeroméxico and Aeroméxico Connect; and ABC Aerolíneas, S.A. de C.V., or Interjet, transported a significant amount of our passenger traffic; during 2014, the passenger charges collected by these three airlines accounted for 21.6%, 13.7% and 6.0%, respectively, of total revenues in our airports (22.8%, 14.4% and 6.3%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2014). Excluding revenues from passenger charges, these airlines accounted for 0.4%, 0.7% and 0.2%, respectively, of our total revenues in 2014 (0.4%, 0.7% and 0.2%, respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2014).

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

 

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(formerly known as Mexicana Inter) (collectively, “Grupo Mexicana”) ceased operations. Mexicana Click and Mexicana Link 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. 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 60.8% of our revenues in 2014 (64.1% 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 2014, the average collection term of passenger charges was 49 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. See “Item 4, Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.” 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. Thus, 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. Thus, 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.

Our business is dependent on international regulations that affect Mexican 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 United States Federal Aviation Administration (“FAA”) announced that, following an assessment of Mexico’s civil aviation authority, it had determined that Mexico was not in compliance with international safety standards set by the International Civil Aviation Organization (“ICAO”), and, as a result, downgraded Mexico’s aviation safety rating from “Category 1” to “Category 2.”

Under FAA regulations, because of this downgrade, Mexican airlines were not permitted to expand or change their current operations between the United States and Mexico except under certain

 

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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 airports and the United States by Mexican airlines, which resulted in a decrease in demand for travel between our airports and the United States. Approximately 24.8% of the passengers that traveled through our airports traveled on flights to or from the United States operated by Mexican airlines in 2014.

The FAA restored Mexico’s Category 1 rating on December 1, 2010. The FAA, however, may downgrade Mexico’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 Mexican airports.

The main domestic airlines operating at our 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 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, Business Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers.”

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.

We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers, if the transfer of the passenger occurs within 24 hours of the passenger’s arrival at the airport). Currently, we have entered into collection agreements with the airlines that operate at our airports to collect those passenger charges on our behalf. As a result, passenger charges are automatically included in the cost of passengers’ tickets, and we issue invoices for those charges to each airline. See “Item 4, Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.”

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.

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 Mexican 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.

 

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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 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.”

Our 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 the 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 International Airport operates could disrupt operations and security of the airport.

The Mexican government owns the land on which the 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. We are reviewing the actions these persons have taken and are cooperating with the Mexican government to ensure that the actions of these squatters do not adversely affect the operations of the Guadalajara International Airport. However, if the Mexican government or we are unable to successfully remove these persons from the property, their presence could have an adverse impact on our operations and security at the airport and could restrict our ability to expand our operations at the airport.

We may be liable for property tax claims asserted against us 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, Hermosillo and Manzanillo for the payment of property taxes with respect to the property on which we operate our airports in those cities, and similar

 

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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.

Our business could be adversely affected if penalties are imposed on us or any of our 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.

In connection with its review of 2005 tax returns, SAT sent us official notices in 2008 and 2009 stating that, under its criteria, the fiscal amortization rate used for our La Paz, Morelia and Los Mochis airports was incorrect. We initiated legal proceedings in a federal tax court to challenge SAT’s findings based on our contention that SAT did not take into consideration all the relevant legal matters. Of these proceedings, only the legal proceeding regarding our La Paz airport remains pending, and any modification of tax calculations that may be required as a result could negatively affect our net income. See “Item 8, Financial Information – Legal Proceedings – Federal tax proceedings against La Paz, Morelia and Los Mochis airports.”

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

Certain of our airports are subject to claims by the municipality 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.

Risks Related to the Regulation of Our Business

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

Our aeronautical fees charged to airlines and passengers are regulated, like those of most airports in other countries. In 2012, 2013 and 2014, approximately 68.1%, 69.2% and 70.8%, respectively, of our total revenues were earned from aeronautical services, which are subject to price regulation under our maximum rates (in 2012, 2013 and 2014, 76.9%, 75.5% and 74.6%, respectively, of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services). These regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse

 

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effect on our business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to our operations that affect our profitability are authorized (as in the case of our Master Development Programs) or established (as in the case of our maximum rates) by the SCT 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 or the obligation under our concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will 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 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 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 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 us and certain recent proposed modifications, see “Item 4, Information on the Company – Regulatory Framework – Sources of Regulation.”

The regulations pursuant to which the maximum rates applicable to our aeronautical revenues 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 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 airports have been determined for each year through 2019. For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4, Information on the Company – Regulatory Framework – Aeronautical Services Regulation.” 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 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), 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 concessions provide that such a request will be approved only if the SCT determines that certain events specified in our concessions have occurred. The circumstances under which we are entitled to an adjustment are described under “Item 4, Information on the Company – Regulatory Framework – Special Adjustments to Maximum Rates”. Therefore, there can be no assurance that any such request would be made or granted.

 

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

In addition, our maximum rates are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements. For both of the five-year terms ending 2014 and 2019, an annual efficiency adjustment factor of 70 basis points was established by the SCT. Future annual efficiency adjustments will be determined by the SCT in connection with the setting of each airport’s maximum rates every five years. For a description of these efficiency adjustments, see “Item 4, Information on the Company – Regulatory Framework – 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 airport’s maximum rate.

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

Historically, we have set the prices we charge for aeronautical services at each airport 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 2012, 2013 and 2014, our revenues subject to maximum rate regulation represented 100.0%, 100.0% and 99.9%, respectively, of the amount we were entitled to earn under the maximum rates for all of our 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 Producer Price Index, excluding petroleum, and the value of the peso relative to the U.S. dollar. These variables are outside of our control. Our projections could differ from the applicable actual data, and if these differences occur at the end of any year, they could cause us to exceed the maximum rate at any one or more of our airports during that year.

If we exceed the maximum rate at any 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 airport concessions is terminated, our other 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 Producer Price Index’s construction price index. Using the index we aim to be as 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 2012, 2013 and 2014 was 101.1%, 102.8% and 101.1%, respectively, of the commitment for all of our airports during that period. However, there can be no assurance that our capital

 

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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 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.

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

Our concessions are our principal assets, and we would be unable to continue operations without them. A concession may be revoked by the Mexican government for certain prescribed reasons, including 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 concessions. Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. Our concessions may also be terminated upon our bankruptcy or insolvency.

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 concessions, our concessions may also be made subject to additional conditions, including under our renewed Master Development Programs, which we may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions.

The Mexican government may also revoke one or more of our concessions at any time through reversion, if, in accordance with applicable Mexican law, it determines that it is in the public interest to do so. The Mexican government may also assume the operation of any airport in the event of war, public disturbance or a threat to national security. In addition, in the case of a force majeure event, the Mexican government may require us to implement certain changes in our operations. In the event of a reversion of the public domain assets that are the subject of our concessions, the Mexican government under Mexican law is required to compensate us for the value of the concessions or added costs based on the results of an audit performed by appraisers. 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 concessions and related assets in the event of such action.

In the event that any one of our 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.

 

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

The Mexican government could grant additional concessions to operate existing government-managed airports, 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. For example, in March 2008 the owner of a small private airport near Cabo San Lucas received a permit to offer public service from the SCT. On November 4, 2009, in response to a petition submitted to the SCT, this airport was authorized to operate regular commercial routes for domestic and international flights. Accordingly, this airport could eventually begin operating domestic or international commercial flights and compete with the Los Cabos International Airport. Until now, we have not experienced any material adverse effect on our business or results of operations from this airport, but it is possible that we may in the future.

Any competition from other such 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 – Penalties and Termination and Revocation of Concessions and Concession Assets – Grants of New Concessions.”

The SCT could require us to monitor certain aircraft movements at our 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 directly at our Guadalajara and Puerto Vallarta International Airports. At our other airports, these aircraft movements are monitored directly 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.

The Mexican Bureau of Civil Aviation could require us to extend the official operating schedule at our airports, which could result in decreased revenues.

The Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil) is responsible for establishing the official operating schedules of our airports. Outside of our 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 Mexican Bureau 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 Mexican Bureau 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.

 

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

The Mexican government has in recent years implemented various changes to the laws applicable to Mexican companies, including us. The terms of our 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, in July 2013, the Federal Law for the Prevention and Identification of Transactions with Proceeds of Illicit Origin was enacted. Its overriding goal is to build up prevention systems as part of the government’s strategies to combat criminal organizations and their activities, such as money laundering, terrorism financing, carjacking, robbery and kidnapping; enhance detection of activities in which illegal proceeds are engaged; and also enforce certain restrictions regarding cash transactions. The law imposes additional obligations and responsibilities on companies’ legal representatives, establishing significant fines and even criminal liability for those who do not comply with the law or who withhold relevant information.

Additionally, 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 Regulation –Federal Economic Competition Commission.” Also see “– We cannot predict how the regulations governing our business will be applied.”

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

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

 

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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 Desarrollo de Concesiones Aeroportuarias, S.L. (“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.”

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.

 

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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. We were recently involved in a lawsuit regarding the renewal of the technical assistance agreement. For more detailed information, 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 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.

 

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

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 had disclosed that it owned 20% of our total outstanding capital stock, all in the form of Series B shares. On March 29, 2012, Grupo México informed its shareholders that it had withdrawn its request for the authorization for a public tender offer from the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores).

In its most recent filing on Schedule 13D with the SEC on April 6, 2015, Grupo México disclosed that it owned 20.0% of our total outstanding capital stock.

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.

Grupo México commenced two 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. The proceeding regarding AMP’s special rights is currently pending. If successful, these proceedings could affect AMP’s special rights (for additional information, see “— AMP controls our management, and AMP’s interests may differ from those of other shareholders” in this section). The proceeding regarding the modification of our bylaws is also pending. Initially, Grupo México obtained a favorable decision from a civil court in Mexico City. We appealed this decision; however, on February 25, 2013 we were notified that the decision was affirmed on appeal by the appellate court. We filed a direct amparo appeal on March 19, 2013, which will be resolved by a federal court. 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 the Company’s bylaws.

Although Grupo México prevailed in the lower courts in the proceeding regarding our bylaws, these decisions have been suspended while the Supreme Court proceeding continues to be pending. Consequently, until a final decision is issued, our bylaws remain valid and binding upon our shareholders, including the obligation to dispose of shares held by Grupo México above the 10% threshold specified in our bylaws. Nonetheless, we cannot predict the content and scope of any judicial decision, and a decision by the Supreme Court that is adverse to our bylaws could materially and adversely affect AMP’s special rights and our future management, policies, strategies and results of operations. 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.”

On November 16, 2013, an Extraordinary Shareholders’ Meeting was convoked by means of a judicial order issued on November 12, 2013 by the 38th Judge for Civil Matters in the Federal District, in response to a petition submitted by Grupo México. This Extraordinary Shareholders’ Meeting was to take place on December 3, 2013. The stated objective of the meeting was the possible approval of the non-renewal of the technical assistance agreement with AMP. We filed an amparo proceeding before the federal 6th Civil District Court for the First Circuit in order to halt the carrying out of the shareholders’ meeting, and a provisional suspension of the shareholders’ meeting was granted on November 27, 2013. In addition, we filed for an injunction against the meeting before the 10th Judge for Commercial Matters for the city of Guadalajara, Jalisco, from which we also received a favorable decision on November 29, 2013. Grupo México appealed this latter injunction, and they were successful in getting

 

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this injunction lifted on December 2, 2013. However, Grupo México did not appeal the November 27, 2013 injunction. Nonetheless, the Extraordinary Shareholders’ Meeting did take place, in contravention of the court orders issued in respect of the amparo proceedings. On February 21, 2014, a Mexican federal final court of appeals declared the shareholders’ meeting that took place on December 3, 2013 fully null and void; as a result, all resolutions approved at this meeting were similarly declared null and void. See “Item 8, Financial Information – Legal Proceedings – Grupo México, S.A.B. de C.V. convokes Extraordinary Shareholders’ Meeting via irregular channels.”

Although this resolution is 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.

We filed a suit against all Mexican stock brokers requiring them to adhere to our bylaws and to enjoin them from acquiring our capital stock for Grupo México and its subsidiaries. Actions by the Mexican stock brokers in response to this suit may affect us.

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 the stock market brokers strictly adhere to our bylaws and to restrict 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 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, that could result in any way in the acquisition of an ownership position that exceeds the 10% maximum allowed by Article X of our bylaws. On December 14, 2012, the State of Jalisco’s Fifth Mercantile Court issued a new ruling that lifted the injunctions. We appealed that order through an indirect amparo on January 3, 2013. On October 30, 2013, a final appellate court ratified the injunctions, overturning the order issued in December 2012. See “Item 8, Financial Information – Legal Proceedings – We filed legal action against all the Mexican stock market brokers, seeking adherence to 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 are conducted in Mexico and 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.

 

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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 3.9% in 2012, 1.1% in 2013, and 4.1% in 2014, 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 4.2%, 3.7%, and 3.0% for 2012, 2013 and 2014, respectively. As of April 10, 2015, the Interbank Equilibrium Interest Rate (Tasa de Interés Interbancaria de Equilibrio, or “TIIE”) issued for the 28-day period was 3.0%. 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 2012, the peso appreciated 7.1% against the dollar. In 2013, the peso depreciated 1.0% against the dollar. In 2014, the peso depreciated 12.6% against the 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.

Although all of our current indebtedness is denominated in pesos, depending on economic and credit market conditions in Mexico, we may incur dollar-denominated debt to finance investments we make in the future. Under this scenario, a devaluation of the peso would increase the debt service cost of such dollar-denominated indebtedness and result in foreign exchange losses.

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.

 

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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 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 cannot provide any assurances 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 cannot provide assurances 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 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

 

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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.

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

Travel alerts issued by the U.S. Department of State (Bureau of Consular Affairs), the most recent as of December 24, 2014 (the “Travel Warnings”), 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. The travel warnings emphasize the extent of criminal activity in the states of Chihuahua, Coahuila, Guerrero, Michoacán, Sinaloa, Sonora and Tamaulipas. According to the Travel Warnings, 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.

Natural disasters could adversely affect our business.

The Pacific and Central regions of Mexico 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 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 Bureau 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 are gradually repairing the remaining areas of the airport, and expect to complete these renovations in April 2015. The cost to refurbish the terminal building and replace damaged equipment is estimated at Ps.300.0 million, which we will seek to recover through our insurance policies, but we cannot provide any assurances that we will be able to recover all or most of this amount.

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

 

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have insurance covering losses due to resulting business interruption. Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will not exceed the pre-established limits on any of our insurance policies.

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.

 

Item 4. Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment. The duration of our corporate existence has been set at 100 years. We hold concessions to operate, maintain and develop twelve airports in the Pacific and Central regions of Mexico. Each of our concessions has a term of 50 years beginning on November 1, 1998. The term of each of our concessions may be extended by the SCT under certain circumstances for up to 50 additional years. As operator of the twelve 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. For a description of our capital expenditures, see “—Master Development Programs” below.

 

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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. 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 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 groups: Grupo Aeroportuario del Pacífico, S.A.B. de C.V. (currently consisting of our twelve airports); Grupo Aeroportuario del Sureste, or the Southeast Group (currently consisting of nine airports), Grupo Aeroportuario de la Ciudad de México, D.F., or the Mexico City Group (currently consisting of one airport) and Grupo Aeroportuario del Centro-Norte, or the Central-North Group (currently consisting of thirteen airports). The guidelines generally provided for the airport groups to become open to investment through a two-stage program. All of the groups except the Mexico City Group have completed both stages of the program.

In the first stage, a series of public bidding processes 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.

As a result of the opening of Mexico’s airports to 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.

Investment by AMP

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

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. Promotora Aeronáutica del Pacífico, S.A. de C.V. is a Mexican special purpose vehicle owned by Laura Diez Barroso Azcárraga and her husband, Carlos Laviada Ocejo. Mr. Sánchez Navarro, Mrs. Diez Barroso and Mr. Laviada Ocejo 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, requiring 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 key partners, acting as its 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 Grupo AENA. Aena S.A. is a Spanish state-owned company with 51% of its shares currently held by E.P.E. Enaire, and the remaining 49% currently traded on the Spanish stock exchange.

 

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Aena, S.A. 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 operating partner. In addition to its investment in AMP, Aena Internacional also directly manages two other airports in Latin America, and 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 1999, 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 hereof.

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 the lack of technical assistance provided via our agreement with AMP could adversely and significantly affect our results of operations.

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. The automatic renewal of the technical assistance agreement was the subject of a lawsuit against us, which resulted in a judgment favorable to us. For more detailed information, see “Item 8, Financial Information – Legal Proceedings – Grupo México, S.A.B. de C.V. convokes Extraordinary Shareholders’ Meeting via irregular channels.”

In 2014, the technical assistance fee amounted to Ps.194.2 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. Consumer Price Index) or 5% of our annual consolidated income from operations (calculated prior to deducting the technical assistance fee, income taxes and depreciation and amortization, in each case determined in accordance with Mexican Financial Reporting Standards, or 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.

 

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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.

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 United States 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.

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. (“NAFIN”), a Mexican government-owned entity. 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 United States 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.

 

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Master Development Programs

Under the terms of our concessions, each of our 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 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 concessions.

On December 19, 2014, the SCT approved our Master Development Programs for each of our 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. 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 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 2012, 2013 and 2014, our investments allocated but unpaid totaled Ps.163.6 million, Ps.135.4 million and Ps.60.5 million, respectively. The substantial majority of these investments were made under the terms of our Master Development Programs.

Historical Capital Expenditures by Airport

 

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

Guadalajara

     Ps. 198,807         Ps. 299,678         Ps. 248,496   

Tijuana

     81,751         65,353         106,189   

Los Cabos

     384,284         81,399         111,345   

Puerto Vallarta

     147,428         41,153         38,679   

Hermosillo

     31,638         5,625         20,648   

Guanajuato

     37,834         24,607         11,448   

La Paz

     14,820         47,088         46,945   

Mexicali

     9,980         11,978         8,909   

Aguascalientes

     766         12,509         8,504   

Morelia

     13,551         11,873         1,726   

Los Mochis

     27,208         33,327         3,852   

Manzanillo

     18,957         44,584         6,508   

Other

     11,990         7,096         7,017   
  

 

 

    

 

 

    

 

 

 

Total

  Ps. 979,014      Ps. 686,270      Ps. 620,266   
  

 

 

    

 

 

    

 

 

 

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

Historical Capital Expenditures by Type

 

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

Terminals

     Ps. 549,287         Ps. 302,113         Ps. 285,016   

Runways and aprons

     86,856         261,064         256,537   

Machinery and equipment

     296,626         99,765         62,387   

Other

     46,245         23,328         16,326   
  

 

 

    

 

 

    

 

 

 

Total

  Ps. 979,014      Ps. 686,270      Ps. 620,266   
  

 

 

    

 

 

    

 

 

 

 

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During 2012, 2013 and 2014, 19.7%, 17.3% and 17.2%, respectively, of our capital expenditures were funded by cash flows from operations, while the remaining balance was funded with bank loans. We expect to continue funding the most significant portion of our capital expenditures in the future with new bank loans; 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.”

During 2012, 2013 and 2014, we paid Ps.34.1 million, Ps.15.9 million and Ps.8.2 million, respectively, for the baggage screening equipment using funds placed in a trust for this purpose in 2009. For more information on equipment screening, see “Item 4, Business Overview – Regulatory Framework – Scope of Concession.”

Our capital expenditures from 2012, 2013 and 2014 were allocated to the following types of investments at the majority of our airports:

 

    Terminals. During 2014, we completed an expansion of the international departures area in our Guadalajara airport, including new boarding gates and expanded immigration areas, and we also finished 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.

 

    Runways and aprons. 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. We invested in machinery and equipment such as 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.

 

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

The following tables set 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 Producer Price Index’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.

 

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Estimated Committed Investments by 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 Producer Price Index’s construction price index since the date of the Ministry’s approval of the Master Development Program then in effect.

The following tables set 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.  759,37    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 Producer Price Index’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; and (ii) adjustments for inflation, among other factors.

We expect to fund the most significant portion of our capital investments in the short-term and long-term through debt issuances on the Mexican capital markets. On February 20, 2015, we made our debut issuance of long-term bond certificates on the Mexican market (Certificados Bursátiles) for a total of Ps.2.6 billion. The proceeds from the issuance were allocated to repay in full our outstanding bank debt in the amount of Ps.1.7 billion and the remainder was allocated to finance capital investments set forth in the Master Development Program for 2015. 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, Hermosillo, Puerto Vallarta and Guanajuato, representing 82.3% of the total amounts allocated under our Master Development Program.

 

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BUSINESS OVERVIEW

Our Operations

We hold concessions to operate twelve airports, which 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 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 the Mexican National Institute for Statistics and Geography (Instituto Nacional de Estadística y Geografía, or “INEGI”). All of our 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.

All revenue amounts in this “Business Overview” section for 2012, 2013 and 2014 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.

Our airports handled approximately 21.3 million, 23.2 million and 24.7 million terminal passengers in 2012, 2013 and 2014, respectively, which we believe places us among the largest private airport operators in the Americas. As of December 31, 2014, 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 (Secretaría de Comunicaciones y Transportes, or “SCT”). According to the SCT’s figures, our commercial aviation passenger traffic accounted for approximately 24.5%, 24.7% and 24.3% of all arriving and departing commercial aviation passengers in Mexico in 2012, 2013 and 2014, respectively. In 2014, we recorded total revenues of Ps.5.55 billion, of which Ps.5.26 billion corresponds to the sum of aeronautical and non-aeronautical revenues and Ps.281.9 million corresponds to the improvements to concession assets, and we recorded net income of Ps.2.11 billion.

Our airports serve several major international routes, including Guadalajara-Los Angeles, which, in 2014, ranked as the third-busiest international route in Mexico by total number of passengers according to the Mexican Bureau 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 2014, according to the Mexican Bureau 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 among the busiest domestic routes in Mexico in 2014, according to the Mexican Bureau of Civil Aviation.

Mexico and the United States are party to a bilateral aviation agreement that was last amended on November 21, 2014. This amendment, which will not enter into force until January 1, 2016, provides for an increase in services on existing routes between both nations, as well as the addition of new routes and an increase in the frequency of flights on existing routes. The agreement also grants Mexican airlines the ability to further penetrate international markets. We believe that our business has benefited from and will continue to benefit from amendments to the bilateral aviation agreement.

 

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Principal Mexican Airports by Passenger Traffic (2014)

 

Airport

   Commercial Aviation
Passengers(1)
 
     (thousands)  

Mexico City

     34,252.4   

Cancun

     17,481.6   

Guadalajara*

     8,733.5   

Monterrey

     7,128.5   

Tijuana*

     4,387.8   

Los Cabos*

     3,285.1   

Puerto Vallarta*

     3,127.4   

Merida

     1,444.1   

Hermosillo*

     1,326.2   

Culiacan

     1,307.7   

 

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 farther 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 2014, our Guadalajara and Tijuana airports were Mexico’s third- and fifth-busiest airports, respectively, in terms of passenger traffic, according to the SCT. In 2012, 2013 and 2014, our Guadalajara and Tijuana airports together represented approximately 52.6%, 53.6% and 53.1%, respectively, of our terminal passenger traffic and 43.7%, 45.5% and 46.7% of our total revenues, respectively (in 2012, 2013 and 2014, they represented 49.4%, 49.7% and 49.2%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Four of our airports, Los Cabos International Airport, Puerto Vallarta International Airport, La Paz International Airport and Manzanillo International Airport, serve popular Mexican tourist destinations. Of these tourist destinations, Puerto Vallarta and Los Cabos are the largest, with Puerto Vallarta constituting Mexico’s third largest international tourist destination and Los Cabos the second in terms of visitors in 2014, according to the Mexican National Institute of Migration (Instituto Nacional de Migración, or “INM”). Los Cabos and Puerto Vallarta attracted approximately 3.3 million and 3.1 million terminal passengers, respectively, in 2014. In 2012, 2013 and 2014, our Los Cabos International Airport and Puerto Vallarta International Airport together represented 26.4% for 2012, 26.1% for 2013, and 25.9% for 2014, of our terminal passengers and 28.8%, 30.0% and 30.2%, respectively, of our total revenues (in 2012, 2013 and 2014, they represented 32.5%, 32.7% and 31.9%, respectively, of the sum of 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 29.1 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 (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.

The remaining six 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

 

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agricultural regions (Leon, Morelia and Los Mochis). In 2014, our six airports serving mid-sized cities accounted for approximately 17.4% of our terminal passenger traffic and 14.8% of our total revenues (15.6% of the sum of our aeronautical and non-aeronautical revenues). In 2012 and 2013, our six airports serving mid-sized cities accounted for approximately 17.6% and 16.8% of our terminal passenger traffic and 13.2% and 13.3% of our total revenues, respectively (15.0% and 14.5% of the sum of our aeronautical and non-aeronautical revenues). Of these six airports, Hermosillo has the greatest passenger traffic volume. In 2014, Hermosillo accounted for approximately 5.4% of our terminal passenger traffic and 4.2% of our total revenues (4.3% of the sum of aeronautical and non-aeronautical revenues). In 2012 and 2013, Hermosillo accounted for approximately 6.1% and 5.7% of our terminal passenger traffic and 4.3% and 4.1% of our total revenues, respectively (4.6% and 4.5% of the sum of aeronautical and non-aeronautical revenues).

Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. In 2012, 2013 and 2014, aeronautical services revenues represented approximately 68.1%, 69.2% and 70.8%, respectively, of our total revenues (in 2012, 2013 and 2014, aeronautical services represented 76.9%, 75.5% and 74.6%, respectively, of the sum of aeronautical and non-aeronautical revenues). All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports.

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.

Passenger Charges

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 automatically included in the cost of a passenger’s ticket, and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

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. By November 2009 we had reached 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 (depending on each airline) 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

 

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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 2012, 2013 and 2014, under the new agreements, we received payments within an average period of 57, 59 and 60 days, respectively.

In February 2010, we signed an agreement with the Mexican Air Transportation Chamber that allowed a 10.1% increase in the passenger charges rate for 2010 and an increase in the rest of our specific tariffs equal to the average increases of the Mexican Consumer Price Index and the Mexican Producer Price Index, excluding petroleum, published by INEGI for 2010. In March 2012, we signed a new agreement for the 2012–2014 period, which maintained essentially the same terms and conditions as contained in the previous contract. On May 2, 2014, we published new rates for passenger charges and specific tariffs for 2014, which increased by an average of 2.05% as compared to an average increase of 2.25% in 2013.

On December 31, 2014, the new maximum tariffs for our airports for the 2015-2019 period were published in the Official Gazette of the Federation (Diario Oficial de la Federación). The combined maximum tariffs are expressed in workload units for each airport and were determined based on: (i) projected workload units (whereby each workload unit is equivalent to one passenger, or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes); (ii) capital investments; and (iii) the operating expenses authorized for the 2015-2019 period in the Master Development Program. The maximum tariffs for the 2015-2019 period (as published in December 2014) are expressed in constant pesos as of December 31, 2012, and are adjusted by the rate of inflation according to the Producer Price Index, excluding petroleum, and by the efficiency factor at the end of any given year within the 2015-2019 period. Since the inflation rate for each applicable year, as measured in terms of the variation of the Producer Price Index, excluding petroleum, is not known at the beginning of the application of the maximum tariffs negotiated with the DGAC, 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 expect to publish our adjusted tariff in the second quarter of 2015.

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.

International passenger charges are currently 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. In 2012, 2013 and 2014, passenger charges represented approximately 83.9% (domestic passenger charges represented 45.8% and international passenger charges represented 38.1%), 85.0% (domestic passenger charges represented 47.2% and international passenger charges represented 37.8%) and 85.9% (domestic passenger charges represented 46.4% and international passenger charges represented 39.4%), respectively, of our aeronautical services revenues and approximately 57.1% (domestic passenger charges represented 31.2% and international passenger charges represented 25.9%), 58.8% (domestic passenger charges represented 32.6% and international passenger charges represented 26.2%) and 60.8% (domestic passenger charges represented 32.9% and international passenger charges represented 27.9%), respectively, of our total revenues. In 2012, 2013 and 2014, passenger charges represented 64.5% (domestic passenger charges represented 35.2% and international passenger charges represented 29.3%), 64.2% (domestic passenger charges represented 35.6% and international passenger charges represented 28.6%) and 64.1% (domestic passenger charges represented 34.6% and international passenger charges represented 29.4%), respectively, of the sum of aeronautical and non-aeronautical revenues. Passenger charges vary at each of our airports and depending on whether the destination is national or international. 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.

 

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Aircraft Landing Charges

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 2012, 2013 and 2014, aircraft landing charges represented approximately 5.1%, 4.9% and 4.6%, respectively, of our aeronautical revenues and 3.5%, 3.4% and 3.2%, respectively, of our total revenues (in 2012, 2013 and 2014, aircraft landing charges represented 3.9%, 3.7% and 3.4%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Aircraft Parking Charges

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 2012, 2013 and 2014, these charges represented 4.6%, 4.4% and 4.2%, respectively, of our aeronautical revenues and 3.1%, 3.1% and 3.0%, respectively, of our total revenues (in 2012, 2013 and 2014, aircraft parking charges represented 3.5%, 3.3% and 3.1%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Passenger Walkway Charges

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, Puerto Vallarta and Guanajuato airports. During 2012, these charges represented approximately 0.7% of our aeronautical services revenues and approximately 0.5% of our total revenues (in 2012, charges for the use of passenger walkways represented 0.5% of the sum of aeronautical and non-aeronautical revenues). 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 total revenues (0.1% of the sum of our aeronautical and non-aeronautical revenues). During 2014, passenger walkway revenues equaled Ps.2.9 million, or 0.1% of our total revenues (0.1% of the sum of our aeronautical and non-aeronautical revenues).

 

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Airport Security Charges

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. We provide airport security services at our airports directly. In 2012, 2013 and 2014, these charges represented approximately 1.3%, 1.4% and 1.3%, respectively, of our aeronautical services revenues and approximately 0.9% of our total revenues in each of the three years (in each of 2012, 2013 and 2014, security charges represented 1.0% of the sum of aeronautical and non-aeronautical revenues).

The Mexican Bureau of Civil Aviation, Mexico’s federal authority on aviation, and the Ministry of Public Security (Secretaría de Seguridad Pública) issue guidelines for airport security in 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 Federal Aviation Authority of the United States, the Mexican Bureau of Civil Aviation 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 by the Mexican Bureau of Civil Aviation issued 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.

Complementary Services

At each of our 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 2012, 2013 and 2014, revenues from complementary service fees represented approximately 1.6%, 1.6% and 1.5%, respectively, of our aeronautical revenues services, and approximately 1.1% of our total revenues in each of the three years (in 2012, 2013 and 2014, revenues from complementary service fees represented 1.2%, 1.2% and 1.1%, respectively, of the sum of aeronautical and non-aeronautical revenues).

We currently maintain contracts with 32 companies that provide the majority of these complementary services at our twelve 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 Grupo Aeroméxico) and AGN Aviation Services, S.A. de C.V. currently provide the majority of the baggage handling services at our 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 (“ASA”) maintains an exclusive contract to sell fuel at all of our 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”). In the event that the Mexican government privatizes fuel supply activities in the future, the terms of our concessions provide that it will do so through a competitive bidding process.

 

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Leasing of Space to Airlines

In addition, we receive regulated revenues from leasing space in our airports to airlines as needed for their operations, such as the leasing of ticket counters, monitors and back offices. In 2012, 2013 and 2014, leasing of space to airlines represented approximately 2.9%, 2.7% and 2.4%, respectively, of our aeronautical revenues services, and approximately 2.0%, 1.8% and 1.7%, respectively, of our total revenues (in 2012, 2013 and 2014, revenues from leasing of space to airlines represented 2.2%, 2.0% and 1.8%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Cargo Handling

In 2014, our twelve airports handled approximately 183.3 thousand metric tons of cargo. Guadalajara International Airport represents the most significant portion of our cargo volume, accounting for approximately 77.8% of the cargo handled by our twelve airports in 2014, compared to 78.9% and 78.1% of the cargo handled by our twelve airports in 2012 and 2013, 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 International Airport or our Tijuana International Airport.

Permanent Ground Transportation

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 services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis and buses, are subject to price regulation.

Non-Aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services, although the contribution to the sum of our aeronautical and non-aeronautical revenues from non-aeronautical services has increased in recent years from approximately 23.1% in 2012 to approximately 24.5% in 2013, and approximately 25.4% in 2014. We estimate that this contribution will continue to increase because we continue to expand commercial spaces inside our terminals and develop new commercial strategies. We are also focusing on developing commercial spaces outside of our terminal buildings and will continue the expansion of businesses operated directly by us, such as advertising, 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 our maximum-rate price regulation system.

 

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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 and La Paz airports. We will continue developing more specialized retail space in order to attract more customers.

 

    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 the brands Johnny Rockets, Famous Famiglia and Sbarro in our Puerto Vallarta airport, as well as the expansion of Starbucks Coffee shops at our Hermosillo, Tijuana and Puerto Vallarta airports.

 

    Car rentals. We have recently remodeled 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 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 airports. These stores are most lucrative at our Los Cabos, Puerto Vallarta and Guadalajara airports, 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. In November 2012, as a result of an international bidding process, we secured our most lucrative contract thus far for a duty-free store in Terminal 2 of the Los Cabos airport. In the last quarter of 2012, we also renegotiated the duty-free contract for the Puerto Vallarta airport and negotiated a more advantageous royalty-based contract, obtaining a higher percentage of the revenues from duty-free sales.

 

    Communications. We have consolidated all of the telephone and internet service at our airports with one provider. All of our airports offer wireless internet service. 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.

 

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    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. Our revenues from providers of ground transportation services deemed “non-permanent” under applicable Mexican law, such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified 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 the Guadalajara International Airport and Tijuana International Airport, which together represented 74.4% of our total revenues from car parking services in 2014, and represented 43.3% of our non-aeronautical revenues from those airports. Revenues from parking facilities are directly correlated to passenger traffic at our airports. Currently, 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.

 

    Advertising. Since May 2011, we have been directly operating the advertising at all of our airports. Increased domestic and international traffic in our airports makes third-party investment in advertising media more attractive. In 2014, 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 2014, we optimized existing advertising spaces to achieve higher revenue per square meter. Our revenues from advertising have increased 31% from 2012 to 2014.

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 plan to convert static media advertising spaces into high-tech media advertising spaces in our Guadalajara and Tijuana airports, which we expect will bring in advertising from new brands. In addition, we plan to rebuild hurricane-damaged advertising spaces in the Los Cabos airport, and expect to benefit from a large federal- and state-government campaign to increase tourism in the state of Baja California Sur, where our Los Cabos and La Paz airports are located.

 

    VIP Lounges. During the last quarter of 2011, we began operating our first VIP Lounge at Los Cabos airport’s Terminal 1. By the end of 2014, we operated eight lounges in our five largest airports: Guadalajara (including both domestic and international lounges), Puerto Vallarta, Hermosillo, Tijuana and three more in Los Cabos, where the first two lounges suffered damage from Hurricane Odile, and as consequence, a third lounge was built during the restoration project. Despite this setback, in 2014 a total of 181,856 users were hosted in our VIP lounges, an increase of 51% from 2013. In 2015, we plan to begin operating two more lounges, in our Aguascalientes and Guanajuato airports, respectively.

 

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    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. During 2014, we opened nine new stores in our Puerto Vallarta, Los Cabos, Guanajuato, Hermosillo and La Paz airports, resulting in a total of thirteen stores across six of our airports, one of which is still temporary closed because of damage caused by Hurricane Odile to Terminal 1 of our Los Cabos airport. In 2015, we expect to open six additional stores in our Guadalajara, Hermosillo and Los Cabos airports.

Domestic Passengers

Domestic passengers represented approximately 65.5% of our terminal passenger traffic in 2014. In addition, we estimate that a significant minority of our international passengers are lower-income Mexicans traveling to or from the United States. Based on surveys and studies conducted during 2012 and 2013 at the 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 airports increased by 3.2% for 2014, as compared with 2013.

Recovery of Costs from Checked Baggage Screening

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 Bureau of Civil Aviation has been expected to issue implementing regulations. On November 23, 2012, the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil, or “DGAC”) published a recommendation, titled a “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 airports since 2011; only flights departing from Terminal 2 in Guadalajara and from the Aguascalientes and Los Mochis

 

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airports continue to rely on manual inspection. At the end of 2014, approximately 95.0% of the passengers travelling through our airports were using the checked baggage system. During 2015, we plan to integrate Guadalajara airport’s Terminal 2 and the Aguascalientes airport into the baggage screening system, which would increase the percentage of baggage inspected with automated systems to 99%. As of December 31, 2014, we had agreements to operate baggage screening systems with all airlines operating at our 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.

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, approximately ranging from 30% to 40% of total revenues. In 2014, revenues from non-aeronautical services in our airports accounted for 24.1% 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 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 the 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, 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. Finally, at the end of 2014, we added another 280 square meters of commercial areas to Terminal 1 at the Guadalajara airport’s international boarding gates, where we also plan to build a new food court and retail stores in 2015.

 

    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 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.

 

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    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 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 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 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 International Airport. Subject to its satisfaction of certain specific conditions, Coco Club had the right to renew the contract and continue operating the hotel at below-market rents for another fifteen-year period starting in March 2008. Because we did not believe that Coco Club satisfied all such conditions, we did not renew the lease in 2008. However, Coco Club maintained possession of the hotel. As a consequence, in April 2008 we initiated legal proceedings against Coco Club to regain possession of the hotel due to Coco Club’s failure to satisfy all conditions in the prior lease agreement. On October 31, 2011, we received a favorable decision ordering the return of the hotel. The decision was appealed by Coco Club on December 14, 2011. On October 19, 2012, the court ordered the eviction of Coco Club and instructed the airport to take possession of the hotel. On October 29, 2014, we received a final court order for eviction and took possession of the hotel. We plan to develop a project in this space in 2015.

Marketing Activities

We focus our marketing activities, with respect to aeronautical services, on participation in business conferences organized by the International Air Transport Association (“IATA”), among others, including the annual “Schedules” and “Commercial Strategy” conferences. 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.

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

 

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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 it is obligated to perform at the airports as established by the Master Development Programs. Revenues represent the value of the exchange between ourselves and the government with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the Master Development Programs, and in exchange, the 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 should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the Master Development Programs are included in the maximum tariff 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. 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.

Our Airports

In 2014, our airports served a total of approximately 24.7 million terminal passengers. In 2014, our two principal airports that serve important metropolitan areas, Guadalajara International Airport and Tijuana International Airport, together represented approximately 53.1% of our total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, our main airports serving popular tourist destinations, together accounted for approximately 25.9% of our total terminal passenger traffic in 2014. Hermosillo International Airport, which is our largest airport serving a mid-sized city, accounted for approximately 5.4% of our total terminal passenger traffic in 2014.

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

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

Sum of Aeronautical and Non-Aeronautical Revenues by Airport

 

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

Guadalajara

     Ps. 1,561,107         Ps. 1,696,508         Ps. 1,858,510   

Tijuana

     599,831         682,722         733,603   

Los Cabos

     811,929         939,553         931,348   

Puerto Vallarta

     611,314         626,929         745,601   

Hermosillo

     200,522         213,970         228,702   

Guanajuato

     191,755         203,818         262,829   

La Paz

     100,947         109,652         127,858   

Mexicali

     82,652         77,832         87,310   

Aguascalientes

     70,311         81,421         101,588   

Morelia

     82,178         84,948         104,403   

Los Mochis

     29,952         32,181         38,115   

Manzanillo

     31,936         37,574         44,411   
  

 

 

    

 

 

    

 

 

 

Total

  Ps. 4,374,434      Ps. 4,787,108      Ps. 5,264,278   
  

 

 

    

 

 

    

 

 

 

 

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

Passenger Traffic

 

    Year Ended December 31,  
    2012     2013     2014  
    Terminal(1)     Transit(2)     Total     Terminal(1)     Transit(2)     Total     Terminal(1)     Transit(2)     Total  

Total Passengers:

  

               

Guadalajara

    7,436,352        38,952        7,475,304        8,148,485        30,195        8,178,680        8,733,467        17,689        8,751,156   

Tijuana

    3,759,773        55,658        3,815,431        4,269,524        54,855        4,324,379        4,387,768        60,004        4,447,772   

Los Cabos

    3,018,516        1,379        3,019,895        3,387,705        656        3,388,361        3,285,140        1,679        3,286,819   

Puerto Vallarta

    2,597,685        5,556        2,603,241        2,671,235        5,160        2,676,395        3,127,390        7,302        3,134,692   

Hermosillo

    1,288,735        65,352        1,354,087        1,329,859        48,364        1,378,223        1,326,242        52,996        1,379,238   

Guanajuato

    950,319        6,914        957,233        998,140        11,993        1,010,133        1,222,138        19,862        1,242,000   

La Paz

    553,130        2,246        555,376        600,383        1,152        601,535        672,942        1,733        674,675   

Mexicali

    521,855        3,353        525,208        496,052        4,867        500,919        507,174        2,827        510,001   

Aguascalientes

    400,094        216        400,310        456,686        304        456,990        540,473        1,299        541,772   

Morelia

    409,256        2,118        411,374        425,213        2,931        428,144        476,053        5,266        481,319   

Los Mochis

    183,518        15,918        199,436        196,805        15,412        212,217        228,597        11,838        240,435   

Manzanillo

    168,045        3,540        171,585        193,297        3,051        196,348        211,311        990        212,301   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  21,287,278      201,202      21,488,480      23,173,384      178,940      23,352,324      24,718,695      183,485      24,902,180   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    Year Ended December 31,  
    2012     2013     2014  
    Domestic     International     Total     Domestic     International     Total     Domestic     International     Total  

Terminal Departing Passengers:

  

             

Guadalajara

    2,478,647        1,275,558        3,754,205        2,745,922        1,367,518        4,113,440        2,908,379        1,512,311        4,420,690   

Tijuana

    1,813,459        16,583        1,830,042        2,049,999        18,412        2,068,411        2,087,835        23,166        2,111,001   

Los Cabos

    439,469        1,074,424        1,513,893        449,707        1,249,665        1,699,372        438,200        1,212,754        1,650,954   

Puerto Vallarta

    385,817        917,409        1,303,226        413,815        928,459        1,342,274        449,021        1,120,695        1,569,716   

Hermosillo

    584,765        44,816        629,581        607,639        46,543        654,182        610,319        46,731        657,050   

Guanajuato

    257,028        215,743        472,771        291,360        206,531        497,891        354,767        257,218        611,985   

La Paz

    266,158        15,840        281,998        295,464        10,611        306,075        331,441        10,376        341,817   

Mexicali

    247,554        2,530        250,084        236,012        2,382        238,394        242,354        2,387        244,741   

Aguascalientes

    128,797        72,157        200,954        154,968        75,058        230,026        191,271        80,294        271,565   

Morelia

    104,690        99,855        204,545        114,516        99,553        214,069        120,016        121,001        241,017   

Los Mochis

    88,029        3,981        92,010        94,612        4,498        99,110        110,898        4,831        115,729   

Manzanillo

    42,552        41,271        83,823        55,240        40,945        96,185        60,012        45,382        105,394   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  6,836,965      3,780,167      10,617,132      7,509,254      4,050,175      11,559,429      7,904,513      4,437,146      12,341,659   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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    Year Ended December 31,  
    2012     2013     2014  
    Domestic     International     Total     Domestic     International     Total     Domestic     International     Total  

Terminal Arriving Passengers:

  

             

Guadalajara

    2,511,683        1,170,464        3,682,147        2,796,408        1,238,637        4,035,045        2,942,335        1,370,442        4,312,777   

Tijuana

    1,924,659        5,072        1,929,731        2,196,202        4,911        2,201,113        2,270,248        6,519        2,276,767   

Los Cabos

    446,180        1,058,443        1,504,623        462,187        1,226,146        1,688,333        444,644        1,189,542        1,634,186   

Puerto Vallarta

    413,698        880,761        1,294,459        446,531        882,430        1,328,961        488,171        1,069,503        1,557,674   

Hermosillo

    626,754        32,400        659,154        642,132        33,545        675,677        639,203        29,989        669,192   

Guanajuato

    294,665        182,883        477,548        327,430        172,819        500,249        386,453        223,700        610,153   

La Paz

    260,040        11,092        271,132        288,960        5,348        294,308        328,625        2,500        331,125   

Mexicali

    270,886        885        271,771        256,729        929        257,658        261,664        769        262,433   

Aguascalientes

    138,763        60,377        199,140        165,846        60,814        226,660        208,399        60,509        268,908   

Morelia

    113,392        91,319        204,711        119,197        91,947        211,144        127,360        107,676        235,036   

Los Mochis

    91,085        423        91,508        97,218        477        97,695        112,384        484        112,868   

Manzanillo

    45,965        38,257        84,222        62,204        34,908        97,112        66,793        39,124        105,917   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  7,137,770      3,532,376      10,670,146      7,861,044      3,752,911      11,613,955      8,276,279      4,100,757      12,377,036   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(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 airports as of December 31, 2014:

Capacity by Airport (2014)

 

Airport

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

Guadalajara

     40         39   

Tijuana

     16         36   

Los Cabos

     27         42   

Puerto Vallarta

     30         37   

Hermosillo

     19         30   

Guanajuato

     12         11   

La Paz

     9         15   

Mexicali

     7         14   

Aguascalientes

     9         12   

Morelia

     9         14   

Los Mochis

     7         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 airports for the years indicated:

Air Traffic Movements by Airport(1)

 

     For the year ended December 31,  
     2012      2013      2014  

Guadalajara

     127,012         132,338         140,034   

Tijuana

     42,963         48,335         48,238   

Los Cabos

     36,523         38,261         36,315   

Puerto Vallarta

     39,056         39,811         44,412   

Hermosillo

     46,954         46,654         44,635   

Guanajuato

     25,598         25,658         28,209   

La Paz

     17,175         16,736         16,811   

Mexicali

     10,312         9,804         10,192   

Aguascalientes

     14,729         14,703         15,427   

Morelia

     13,747         12,773         14,453   

Los Mochis

     13,596         11,849         10,962   

Manzanillo

     7,254         7,042         7,031   
  

 

 

    

 

 

    

 

 

 

Total

  394,919      403,964      416,719   
  

 

 

    

 

 

    

 

 

 

 

(1) Includes departures and arrivals.

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

Average Passengers per Air Traffic Movement by Airport (1)

 

     Year ended December 31,  
     2012      2013      2014  

Guadalajara

     58.86         61.80         62.49   

Tijuana

     88.81         89.47         92.20   

Los Cabos

     82.68         88.56         90.51   

Puerto Vallarta

     66.65         67.23         70.58   

Hermosillo

     28.84         29.54         30.90   

Guanajuato

     37.39         39.37         44.03   

La Paz

     32.34         35.94         40.13   

Mexicali

     50.93         51.09         50.04   

Aguascalientes

     27.18         31.08         35.12   

Morelia

     29.92         33.52         33.30   

Los Mochis

     14.67         17.91         21.93   

Manzanillo

     23.65         27.88         30.19   
  

 

 

    

 

 

    

 

 

 

Average of all airports

  54.41      57.81      59.76   
  

 

 

    

 

 

    

 

 

 

 

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

 

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

Air Traffic Movements by Aviation Category (1)

 

     Year ended December 31,  
     2012      2013      2014  

Commercial aviation

     284,283         295,154         303,819   

Charter aviation

     16,453         16,896         15,777   

General aviation and other

     94,183         91,914         97,123   
  

 

 

    

 

 

    

 

 

 

Total

  394,919      403,964      416,719   
  

 

 

    

 

 

    

 

 

 

 

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

Guadalajara International Airport

Guadalajara International Airport is our most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, the Guadalajara International Airport was the third busiest in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, the Guadalajara International Airport accounted for approximately 35.3% of our terminal passenger traffic.

In 2014, a total of 8.7 million terminal passengers were served by Guadalajara International Airport. Of the terminal passengers in 2014, 67.0% were domestic passengers and 33.0% were international passengers. Of the airport’s international passengers, we estimate that a significant portion are 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 by Mexican economic conditions.

A total of twelve 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 49 destinations. Of these destinations, Mexico City, Tijuana and Los Angeles are the most popular.

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.

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 main commercial terminal has 29 gates (four of which are in our regional Terminal 2) 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. Additionally there are eight remote positions used for the regional flights commonly used by Aeroméxico Connect and VivaAerobus.

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 plan to develop a new business project on this site. For more information, see “Item 8, Financial Information – Legal Proceedings – Renewal of hotel lease at Guadalajara International Airport.”

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 will also expand 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 the 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 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. During 2013, the number of departure gates for domestic flights was increased. 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 airport in terms of passenger traffic and air traffic movements, and the fourth in contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Tijuana International Airport was the fifth busiest airport in Mexico in terms of commercial aviation traffic, according to the SCT. In 2014, it accounted for approximately 17.8% of our terminal passenger traffic.

In 2014, Tijuana International Airport served a total of 4.4 million terminal passengers. Approximately 99.3% of those terminal passengers 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. 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.

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 1.6 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 total of five airlines operate at the airport; the principal ones are Volaris and Aeroméxico Group. Airlines operating at this airport provide service to 36 destinations. Of these destinations, Mexico City, Guadalajara, and Culiacan are the most popular. In addition, Aeroméxico flies twice 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 Instrument Landing System (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 is expected to be completed during 2015; this bridge will allow passengers to cross directly to the United States using a pathway between the airport and the international border. We estimate that approximately 50% of all passengers travelling through Tijuana International Airport will use the international bridge. The facility is scheduled to become operational in November 2015. For a description of 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 2014, approximately 16.9 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 Airport.”

Los Cabos International Airport

Los Cabos International Airport is our third most important airport in terms of passenger traffic, our fifth most important airport in terms of air traffic movements and second most important airport in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2013, Los Cabos International Airport accounted for approximately 14.6% of our terminal passenger traffic. 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. In 2014, Los Cabos International Airport accounted for approximately 13.3% of our terminal passenger traffic.

Approximately 3.3 million terminal passengers were served by the airport in 2014. Approximately 73.1% of the terminal passengers were international passengers. The airport serves primarily tourists visiting San José del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway of the state of Baja California Sur.

A total of 21 airlines operate at the airport with American, Alaska, United, Interjet and Volaris being the principal ones. Airlines operating at this airport provide service to 40 destinations. Of these destinations, Mexico City, Los Angeles and Phoenix are the most popular.

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 2014, the number of visitors to Los Cabos (San José del Cabo and the nearby city of Cabo San Lucas) was approximately 1.2 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. 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. 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. In addition, the airport has a general aviation and a Fixed Base Operations (“FBO”) terminal. FBOs are specialized, full-service operations offered to general aviation aircraft. The services offered to FBO users include refueling, cleaning, and catering. 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 2014, approximately 17.7% of the sum of our aeronautical and non-aeronautical revenues generated at Los Cabos International Airport was derived from non-aeronautical revenues (of which 89.9% 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 airport in terms of passenger traffic and air traffic movements and the third in contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Puerto Vallarta International Airport was the seventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 12.7% of our terminal passenger traffic.

In 2014, 3.1 million terminal passengers traveled through Puerto Vallarta International Airport. We estimate that 70.0% of these terminal passengers were international passengers and 30.0% were domestic passengers. The airport primarily serves foreign tourists and is a popular tourist destination in Mexico.

A total of 22 airlines operate at the airport; the principal ones are American, Alaska, Aeroméxico, United, Interjet and WestJet. Airlines operating at this airport provide service to 50 destinations. Of these destinations, the most popular are Mexico City, Los Angeles and San Francisco. In addition, Thomson flies twice weekly from Puerto Vallarta to London Gatwick and Manchester.

Puerto Vallarta International Airport is located on the Pacific coast in the state of Jalisco. 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. 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 2012, we added 6,000 square meters to the terminal building, of which 200 square meters is dedicated to commercial use; this space includes one VIP lounge operated directly by us. During 2014, we began operating two new convenience stores in the airport. In 2014, approximately 14.2% of the sum of our aeronautical and non-aeronautical revenues generated at our Puerto Vallarta International Airport was derived from non-aeronautical revenues (of which 88.5% came from commercial activities).

Hermosillo International Airport

Hermosillo International Airport is our fifth most important airport in terms of passenger traffic, our third most important airport in terms of air traffic movements and our sixth most important in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Hermosillo International Airport was the ninth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 5.4% of our terminal passenger traffic.

In 2014, Hermosillo International Airport served approximately 1.3 million terminal passengers, and approximately 94.2% of those terminal passengers 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 by Mexican economic conditions.

 

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A total of six airlines operate at the airport; the principal ones are Aeroméxico Group, Volaris and VivaAerobus. Airlines operating at this airport provide service to 23 destinations. Of these destinations, Mexico City, Guadalajara, Monterrey and Tijuana are the most popular.

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 8.9 thousand metric tons of cargo passed through the airport in 2014. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.

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 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.

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. In 2014, we added a Starbucks Coffee shop and a new convenience store directly operated by us.

Guanajuato International Airport

Guanajuato International Airport is our sixth most important airport in terms of passenger traffic and air traffic movements and the fifth in contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Guanajuato International Airport was the eleventh busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 4.9% of our terminal passenger traffic. During 2014, the airport served 1.2 million terminal passengers, 60.6% of which were domestic passengers.

A total of eight airlines operate at the airport; the principal ones are Aeroméxico Group, Volaris and United. Airlines operating at this airport provide service to 15 destinations. Of these destinations Tijuana, Mexico City and Houston are the most popular. 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. 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.

 

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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 security in the boarding area. In 2015, we plan to open a VIP lounge in the airport.

La Paz International Airport

La Paz International Airport is our seventh most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, La Paz International Airport was the twentieth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 2.7% of our terminal passenger traffic.

During 2014, La Paz International Airport served 672.9 thousand terminal passengers. We estimate that approximately 98.1% of these terminal passengers were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of five 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 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.

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.

Mexicali International Airport

Mexicali International Airport is our ninth most important airport in terms of passenger traffic, our eleventh most important airport in terms of air traffic movements and our tenth most important in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Mexicali International Airport was the twenty-ninth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SCT. In 2014, it accounted for approximately 2.1% of our terminal passenger traffic. During 2014, Mexicali International Airport served 507.2 thousand terminal passengers. We estimate that approximately 99.4% of passengers served by this airport in 2014 were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

 

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

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.

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.

Aguascalientes International Airport

Aguascalientes International Airport is our eighth most important airport in terms of passenger traffic and air traffic movements, and the ninth in contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Aguascalientes International Airport was the twenty-fourth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 2.2% of our terminal passenger traffic. During 2014, the airport served 540.5 thousand terminal passengers. Of these passengers, we estimate that approximately 73.9% were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

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

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.

Aguascalientes International Airport operates fourteen 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.

During 2013, we completed several construction projects at the airport. The arrivals area was expanded by 500 square meters, including the installation of a new baggage claim belt. The departures lounge was enlarged as well, and the customs and immigration facilities were re-organized to allow a faster and more continuous flow of passengers. 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 will continue our expansion of VIP lounges with the opening of a lounge at this airport.

 

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Morelia International Airport

Morelia International Airport is our tenth most important airport in terms of passenger traffic, our ninth most important in terms of air traffic movements and our eighth most important in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Morelia International Airport was the thirtieth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 1.9% of our terminal passenger traffic. In 2014, the Morelia International Airport served 476.1 thousand terminal passengers. We estimate that approximately 52.0% of the terminal passengers were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of six airlines operate at the airport; the principal ones are Volaris, Aeroméxico Group and United. Airlines operating at this airport provide service to 11 destinations. Of these destinations, Tijuana, Los Angeles and Mexico City are the most popular.

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 Michoacán, which has a population of approximately 4.4 million according to the Mexican National Population Council. Michoacán’s principal industry is agriculture, and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).

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.

Los Mochis International Airport

Los Mochis International Airport is our eleventh most important airport in terms of passenger traffic, our tenth most important in terms of air traffic movements and our twelfth most important in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Los Mochis International Airport was the thirty-eighth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the SCT. In 2014, it accounted for approximately 0.9% of our terminal passenger traffic.

Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. During 2014, the airport served 228.6 thousand terminal passengers, approximately 97.7% of which were domestic passengers. The area’s sport fishing and hunting attract both Mexican and foreign visitors.

A total of five airlines operate at the airport, which are Aeroméxico Connect, Volaris, Aerocalafia, Transportes Aeropacífico and TAR Aerolíneas. Airlines operating at this airport provide service to ten destinations. Of these destinations, 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 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.

 

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Manzanillo International Airport

Manzanillo International Airport is our twelfth most important airport in terms of passenger traffic and air traffic movements, and our eleventh in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2014, Manzanillo International Airport was the fortieth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the SCT. In 2014, it accounted for approximately 0.9% of our terminal passenger traffic.

During 2014, the airport served 211.3 thousand terminal passengers. We estimate that approximately 60.0% of these passengers were domestic passengers and 40.0% of these passengers were international passengers.

A total of thirteen airlines operate at this airport; the principal ones are Aeroméxico Group, Alaska and Interjet. 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 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 the 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.

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.

Non-Airport Subsidiaries

Although we are a holding company that has subsidiaries operating each of our twelve 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;

 

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    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 Concession Tax”); 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.

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 has authorized a Ps.10.0 million donation. The foundation is supervised by a board of trustees, which is presided over by Ms. Laura Diez Barroso Azcárraga.

Principal Customers

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2014, seventeen international airlines and nine Mexican airlines operated flights at our twelve airports. Volaris is our principal airline customer in terms of total passengers at our airports, with Aeroméxico and Aeroméxico Connect (together the “Aeroméxico Group”) and Interjet providing the second and third highest number of total passengers. In 2013 and 2014, revenues from Volaris and the passengers they moved through our airports totaled Ps.1,127.9 million and

 

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Ps.1,179.9 million, respectively, of which Ps.1,044.9 million and Ps.1,142.4 million, respectively, were paid to the airports for the passengers they moved in form of passenger charges, representing 22.4% and 21.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2014. Revenues from the Aeroméxico Group and the passengers they moved through our airports were Ps.587.8 million and Ps.745.8 million during 2013 and 2014, respectively, of which Ps.572.5 million and Ps.723.3 million, respectively, were paid to the airports for the passengers they moved in form of passengers charges, representing 14.2% and 13.7%, respectively, of the sum of our aeronautical and non-aeronautical revenues for 2014. In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earned revenues from landing charges, aircraft parking charges and the leasing of space to these airlines.

As a result of certain disputes with our airline customers, beginning in 2003, we entered into agreements with the 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 February 2010, we renewed our agreement for the 2010-2011 period. These new agreements 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. In March 2012, we signed a new agreement, which continues in force, maintaining essentially the same terms as our previous contracts.

Changes in Principal Airlines Operating at our 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 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, 2014, 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.84.8 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 Grupo Aeroméxico) and AGN Aviation Services, S.A. de C.V., which provided Ps.17.3 million, Ps.6.6 million and Ps.7.1 million of the sum of aeronautical and non-aeronautical revenues, respectively, each in the form of access fees, in 2014. 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.6.7 million and Ps.1.6 million of revenues in the form of access fees in 2014.

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.

 

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Principal Non-Aeronautical Services Customers

As of December 31, 2014, we were party to approximately 1,007 contracts – 0.6% more than the 1,001 contracts we were party to as of December 31, 2013 – with providers of commercial services in the commercial spaces in our 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 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 2014, our largest commercial customers in terms of revenues paid to us were Dufry México, S.A. de C.V. (duty-free stores; Ps.71.1 million), Aldeasa México, S.A. de C.V. (duty-free stores; Ps.56.1 million), Aerocomidas, S.A. de C.V. (food and beverages; Ps.38.2 million), Operadora Aeroboutiques, S.A. de C.V. (retail; Ps.28.4 million), and Servicios Inmobiliarios Alsea, S.A. de C.V. (time share developer; Ps.24.2 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 and Manzanillo 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, Jamaica, 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 José 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.

 

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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 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. As of the date of this filing, 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. If this airport is built, we expect our passenger traffic and revenues to increase due primarily to an expected increase in service to and from our Guadalajara and Tijuana airports. Also see “Item 3, Risk Factors – Risk Related to the Regulation of our Business – The Mexican government 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 and Manzanillo, 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 Regulation

Principal Laws Governing Our Operations

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

 

    the 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;

 

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    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;

 

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

 

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

 

    the concessions that entitle our subsidiaries to operate our twelve 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 (Secretaría de Comunicaciones y Transportes, or “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 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 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, that 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 assurances 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;

 

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

 

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

 

    establish safety regulations;

 

    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.

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 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

 

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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.

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 by ASA prior to August 25, 1999 were later assigned to the relevant concession holders for each airport. As part of this assignment, each concession holder agreed to indemnify ASA for any loss suffered by 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 Producer Price Index’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 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 2013. As of the date of this filing, the SCT has not completed our certification process for 2014, which we expect to obtain in the second quarter of 2015.

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 concessions. This regulation provides a framework for the setting by the SCT of five-year maximum rates. See “Item 3, Risk FactorsRisks 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 terminal passenger or 100 kilograms (220 pounds) of cargo. 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 2013. The review for 2014 will take place during the second quarter of 2015. 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 2012, 2013 and 2014, approximately 68.1%, 69.2% and 70.8%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates (76.9%, 75.5% 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 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.

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.”

 

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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. 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;

 

    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

 

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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 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 Producer Price Index, 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 Producer Price Index’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 the Federal District (Mexico City). On January 1, 2015, the daily minimum wage in Mexico City was Ps.70.10. As a result, the maximum penalty at such date could have been Ps.3.5 million (U.S.$237,627) 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.

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-

 

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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.

Ownership Commitments and Restrictions

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

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

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

Reporting, Information and Consent Requirements

Concession holders and third parties providing services at airports are required to provide the SCT access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the SCT with any information that it may request. Each 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;

 

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    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 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.

Penalties and Termination and Revocation of Concessions and Concession Assets

Termination of Concessions

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

 

    the expiration of its term;

 

    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

 

    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;

 

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    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;

 

    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 concessions, in the event the SCT revokes one of our concessions, it is entitled to revoke all of our 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 revert to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest. In exchange, the Mexican government is required to pay compensation as determined by expert appraisers. Following a declaration of reversion (rescate), the assets that were subject to the concession are automatically returned to the Mexican government.

 

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In the event of war, public disturbances or threats to national security, the Mexican government may assume the 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 City 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, 2015, was Ps.14.0 million (U.S.$950.5 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 whether the provisions of our concessions would prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our concessions the assets used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Concessions

The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. 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

 

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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.

Environmental Regulation

Our operations are subject to Mexican federal, state and municipal laws and regulations relating to the protection of the environment. The major federal environmental laws applicable to our operations are: (i) the General Law of Ecological 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 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 concessions and the National Waters Commission.

 

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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 Mexican Official Norms.

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.

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 Mexican Official Norms 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

 

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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 2014, 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.

Liability for Environmental Noncompliance

The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998, and for any failure by 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 25 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.

ORGANIZATIONAL STRUCTURE

We have sixteen subsidiaries in Mexico: one operating subsidiary for each of our twelve airports, along with two subsidiaries (SIAP and CORSA) that provide administrative and operational services and one subsidiary (PCP) that provides parking services across our twelve airports. Additionally, in 2013, we established a non-profit foundation, Fundación GAP, whose function will be the solicitation and management of charitable donations in order to support activities to increase social welfare in the communities near our airports and to support other organizations with similar charitable purposes. In 2010, another subsidiary, GA del Pacífico Partipações do Brasil LTDA, was established in Brazil; however, this subsidiary has thus far remained inactive and has no capital contributions.

The following table sets forth our subsidiaries as of December 31, 2014:

 

Name of Company

   Jurisdiction
of Organization
   Percentage
Owned(1)
 

Description

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

   Mexico    100%   Holds concession for Guadalajara International Airport

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

   Mexico    100%   Holds concession for Tijuana International Airport

Aeropuerto de Puerto Vallarta, S.A. de C.V.

   Mexico    100%   Holds concession for Puerto Vallarta International Airport

Aeropuerto de San José del Cabo, S.A. de C.V.

   Mexico    100%   Holds concession for Los Cabos International Airport

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

   Mexico    100%   Holds concession for Hermosillo International Airport

 

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Aeropuerto del Bajío, S.A. de C.V.

Mexico 100% Holds concession for Guanajuato International Airport

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

Mexico 100% Holds concession for Morelia International Airport

Aeropuerto de La Paz, S.A. de C.V.

Mexico 100% Holds concession for La Paz International Airport

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

Mexico 100% Holds concession for Aguascalientes International Airport

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

Mexico 100% Holds concession for Mexicali International Airport

Aeropuerto de Los Mochis, S.A. de C.V.

Mexico 100% Holds concession for Los Mochis International Airport

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

Mexico 100% Holds concession for Manzanillo 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 Partipações 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) Grupo Aeroportuario del Pacífico, S.A.B. de C.V. directly holds 99.99% of the shares in each of our subsidiaries. The remaining shares of Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other subsidiaries are held by Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. As a result, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. directly or indirectly holds 100% of the shares of each of our subsidiaries.

PROPERTY, PLANT AND EQUIPMENT

Pursuant to the Mexican National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures in our airports are owned by the Mexican government. Each of our concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 50 years. The option to extend a concession is subject to our acceptance of any changes to such concession that may be imposed by the SCT and our compliance with the terms of our current concessions. Upon expiration of our concessions, these 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.

Our corporate headquarters are located in Guadalajara, Jalisco. We lease the office space for our corporate headquarters, located on the 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 Racine, S.A. de C.V.

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events. We also maintain general liability insurance, but do not maintain business interruption insurance. Among other insurance policies, we carry a Ps.500 million insurance policy covering damages to our property and a U.S.$150 million policy covering personal and property damages to third parties, in each case applicable only to damages resulting from certain terrorist acts. We also 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.

 

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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 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.

Our consolidated financial statements were prepared in accordance with IFRS, as issued by IASB. 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, MFRS, to IFRS was presented in Note 31 to our audited consolidated financial statements in our annual report on form 20-F for 2012.

OVERVIEW

We operate twelve airports in the Pacific and Central regions of Mexico pursuant to concessions granted by the Mexican 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 2012, 2013 and 2014, approximately 68.1%, 69.2% and 70.8%, respectively, of our total revenues were derived from aeronautical services (in 2012, 2013 and 2014, aeronautical services represented 76.9%, 75.5% 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. 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. 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.”

 

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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, Jamaica, 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 government could grant new concessions that compete with our airports.”

Recent Developments

Fluctuation of the Peso

International passengers and international flights pay tariffs denominated in U.S. dollars. However, 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 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 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.

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 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.

From December 31, 2011, to December 31, 2012, the peso appreciated from Ps.13.95 to Ps.12.96 per U.S. dollar. In 2013, the peso depreciated, reaching Ps.13.10 per U.S. dollar on December 31, 2013. In 2014, the peso depreciated, reaching Ps.14.75 per U.S. dollar on December 31, 2014. On April 10, 2015, the exchange rate was Ps.15.1670 per U.S. dollar.

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

 

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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.

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 year 2014.

Renewal of the Technical Assistance Agreement

The technical assistance agreement with AMP was automatically renewed on August 25, 2014, for five additional years. Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee. 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. The agreement also provides us with an exclusive license in Mexico to all technical assistance and expertise transferred to us by AMP or its shareholders during the term of the agreement.

New Maximum Tariffs and MDP

On December 29, 2014, new maximum tariffs and Master Development Programs were published for the five-year period between 2015-2019 for our 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.

Restructuring of Debt

On February 20, 2015, we made our debut issuance of long-term bond certificates on the Mexican market (Certificados Bursátiles) for a total of Ps.2.6 billion. The proceeds from the issuance of the 26 million long-term bond certificates were allocated to repay in full our outstanding bank debt in the amount of Ps.1.7 billion and the remainder was allocated to finance capital investments set forth in the Master Development Program for 2015. The long-term bond certificates were issued in two tranches with the following terms: (i) 11 million five-year bond certificates 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) 15 million ten-year bond certificates 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.

 

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This issuance was made under a Ps.9.0 billion program approved by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores, or “CNBV”) for the next 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.

Changes of Some Executive Officers

On January 19, 2015, we announced the resignation of Mr. Raúl Revuelta Musalem, our Chief Financial Officer, effective February 14, 2015, to pursue another professional project. Therefore, on February 25, 2015, our board of directors appointed Mr. Saúl Villarreal García as the Chief Financial Officer.

Additionally, on March 19, 2015, Mr. Miguel Aliaga Gargollo, our Investor Relations Officer, resigned from the Company effective April 13, 2015, to pursue another professional project.

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. U.S. infrastructure is on schedule to be finished in September 2015, and the facility is scheduled to become operational in November 2015.

The use of this facility will be limited to passengers traveling through the airport. 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 approximately 50% of all passengers travelling through Tijuana International Airport will use the international bridge.

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 Our Operations – Our business could be adversely affected by other claims by certain municipalities.”

Passenger and Cargo Volumes

The majority of the passenger traffic volume in our airports is made up of domestic passengers. In 2012, 2013 and 2014, approximately 65.6%, 66.3% and 65.5% of the terminal passengers using our airports were domestic. The total number of domestic terminal passengers for 2014 increased 5.3% as compared to 2013, and the total number of domestic terminal passengers in 2013 increased 10.0% as compared to 2012. In addition, of the international passengers traveling through our airports, approximately 30.9% traveled on flights originating in or departing to the United States during 2014, as compared to 30.3% in both 2013 and 2012. 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.

 

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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 for the years indicated:

 

     Year ended December 31,  
     2012     2013     2014  

Change in Mexican gross domestic product(1)

     3.9     1.1     2.1

Change in Mexican Consumer Price Index(2)

     3.6     4.0     4.1

Domestic terminal passengers (thousands)

     13,974.7        15,370.3        16,180.8   

International terminal passengers (thousands)

     7,312.5        7,803.1        8,537.9   

Total terminal passengers (thousands)

     21,287.3        23,173.4        24,718.7   

Cargo units (thousands)(3)

     1,618.0        1,669.2        1,833.0   

Total workload units (thousands)(3)

     22,905.2        24,842.6        26,551.6   

Change in total terminal passengers(4)

     3.2     8.9     6.7

Change in workload units(4)

     5.2     8.5     9.8

Aeronautical revenues (millions of pesos)

   Ps. 3,366.0      Ps. 3,616.6      Ps. 3,925.7   

Change in aeronautical revenues(4)

     9.4     7.4     8.5

Aeronautical revenues per workload unit

   Ps. 147.0      Ps. 145.6      Ps. 147.9   

Change in aeronautical revenues per workload unit(4)

     4.0     (0.9 %)      1.6

Non-aeronautical revenues (millions of pesos)

   Ps. 1,008.5      Ps. 1,170.5      Ps. 1,338.5   

Change in non-aeronautical revenues(4)

     22.3     16.1     14.4

Non-aeronautical revenues per terminal passenger

   Ps. 47.4      Ps. 50.5      Ps. 54.2   

Change in non-aeronautical revenues per terminal passenger(4)

     16.1     6.6     7.2

 

(1) In real terms, as reported by the Mexican National Institute for Statistics and Geography (Instituto Nacional de Estadística y Geografía, or “INEGI”).
(2) As reported by INEGI.
(3) One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo. Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit.
(4) In each case, as compared to the previous period.

In 2014, we had 24.7 million terminal passengers (16.2 million domestic and 8.5 million international), of which133.2 thousand were on general aviation flights, and an additional 18,485 thousand were transit passengers. Approximately 32.7% of our transit passengers were handled at Tijuana International Airport.

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 2012, 2013 and 2014, with the inclusion of revenues from improvements to concession assets, aeronautical revenues represented 68.1%, 69.2% and 70.8%, respectively, of total revenues. In 2012, 2013 and 2014, with the inclusion of revenues from improvements to concession assets, non-aeronautical revenues represented 20.4%, 22.4% and 24.1%, respectively, of total revenues. Aeronautical revenues and non-aeronautical revenues, however, represented 76.9% and 23.1%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2012, 75.5% and 24.5%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2013 and 74.6% and 25.4%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2014. In 2012, 2013 and 2014, revenues from improvements to concession assets accounted for 11.5%, 8.4% and 5.1%, respectively, of our total revenues.

Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports, and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, 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).

 

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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.”

Aeronautical Revenues

The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit that we may earn at that airport from aeronautical services. As of December 31, 2009, the SCT had determined the maximum rates for our airports for each year through December 31, 2014. 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, Regulatory Framework – Aeronautical Services Regulation” for a description of our maximum rates and the rate-setting procedures for future periods.

Our 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, Regulatory Framework – Aeronautical Revenues Regulation – Methodology for Determining Future Maximum Rates.”

Under the regulatory system applicable to our 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. We currently set the specific price for each category of aeronautical services after negotiations with our principal airline customers.

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:

 

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    Adjustment in the maximum rates for the efficiency factor and the Mexican Producer Price Index (Índice Nacional de Precios al Productor), 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 Producer Price Index), decreased 0.7% in 2012, decreased 0.8% in 2013, and decreased 0.5% in 2014, 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 Producer Price Index, excluding petroleum, increased by 0.9%, 0.1% and 4.2% in 2012, 2013 and 2014, respectively. Our weighted average maximum tariffs as adjusted by the efficiency factor and the Mexican Producer Price Index, excluding petroleum, increased 0.2% in 2012, decreased 0.6% during 2013 and increased 3.7% in 2014. The total workload units at our airports were 22.9 million, 24.8 million and 26.5 million in 2012, 2013 and 2014, respectively, representing an increase of 5.2% in 2012, an increase of 8.5% in 2013 and an increase of 6.9% in 2014. Accordingly, when calculating aeronautical revenue per workload units, the result will fluctuate depending on the relative changes in the aforementioned factors. During 2012, 2013 and 2014, average aeronautical revenues per workload unit were Ps.147.0, Ps.145.6 and Ps.147.9, respectively, which represented an increase of 4.0%, a decrease of 0.9% and an increase of 1.6% in 2012, 2013 and 2014, respectively. The increase in 2012 resulted mainly from increases in tariffs due to adjustments for inflation and the distribution in increase in workload units among our airports. Meanwhile, 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 airports. The increase in 2014 resulted mainly from increases in traffic and tariffs due to 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 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. For a discussion of risks relating 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 Mexican government and our flexibility in managing our aeronautical activities is limited by the regulatory environment 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 airport at the end of any year, we could be subject to sanctions.”

 

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The following table sets forth our revenues from aeronautical services for the years indicated:

Aeronautical Revenues

 

     Year ended December 31,  
     2012     2013     2014  
     Amount      Percent     Amount      Percent     Amount      Percent  
     (millions of pesos, except percentages and workload unit data)  

Aeronautical Revenues:

               

Passenger charges

   Ps. 2,822.8         83.9   Ps. 3,074.0         85.0   Ps. 3,371.9         85.9

Aircraft landing charges

     170.7         5.1        177.0         4.9        179.9         4.6   

Aircraft parking charges

     154.1         4.6        160.3         4.4        165.1         4.2   

Airport security charges

     44.6         1.3        49.7         1.4        52.5         1.3   

Passenger walkway charges

     22.6         0.7        0.0         0.0        0.0         0.0   

Leasing of space to airlines

     97.2         2.9        96.6         2.7        94.7         2.4   

Revenues from complementary service providers(1)

     54.0         1.6        59.1         1.6        61.7         1.6   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Aeronautical Revenues

Ps.  3,366.0      100.0 Ps.  3,616.6      100.0 Ps.  3,925.7      100
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Other Information:

Total workload units(2)

  22.9      24.8      26.6   

Total aeronautical revenues per workload unit

Ps. 147.0    Ps. 145.6    Ps. 147.9   

Change in aeronautical revenues(3)

  9.4   7.4   8.5

Change in total aeronautical revenues per workload unit(3)

  4.0   (0.9 %)    1.6

 

(1) 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.
(2) In millions. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(3) In each case, as compared to the previous 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, other than transit and transfer passengers (if the transfer of the passenger occurs within 24 hours of the passenger’s arrival at the airport), diplomats and infants. In 2012, 2013 and 2014, passenger charges represented 83.9%, 85.0% and 85.9%, respectively, of our aeronautical services revenues and 57.1%, 58.8% and 60.8%, respectively, of our total revenues (in 2012, 2013 and 2014, passenger charges represented 64.5%, 64.2% and 64.1%, respectively, of the sum of aeronautical and non-aeronautical revenues).

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 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.

 

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The following table sets forth the number of passengers paying passenger charges for the years indicated:

Passengers Paying Passenger Charges

 

     Year ended December 31,  

Airport

   2012     2013     2014  
     Amount      % change     Amount      % change     Amount      % change  
     (in thousands, except percentages)  

Guadalajara

     3,488.5         3.1     3,828.8         9.8     4,045.9         5.7

Tijuana

     1,777.3         6.8        1,989.7         11.9        2,043.1         2.7   

Los Cabos

     1,486.0         7.2        1,674.3         12.7        1,606.5         (4.0

Puerto Vallarta

     1,268.7         2.6        1,304.2         2.8        1,525.3         17.0   

Hermosillo

     533.3         12.0        563.7         5.7        572.7         1.6   

Guanajuato

     453.9         11.2        480.0         5.7        592.4         23.4   

La Paz

     269.0         1.2        292.1         8.6        322.0         10.2   

Mexicali

     242.8         6.7        231.9         (4.5     238.1         2.7   

Aguascalientes

     193.7         22.3        221.5         14.4        260.3         17.5   

Morelia

     194.1         9.4        205.6         5.9        228.4         11.1   

Los Mochis

     86.6         (12.5     95.1         9.8        111.0         16.6   

Manzanillo

     79.1         5.9        91.5         15.8        101.6         11.0   
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total

  10,073.0      5.4   10,978.5      9.0   11,647.3      6.1
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

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 20.4%, 22.4% and 24.1% of total revenues in 2012, 2013 and 2014, respectively (in 2012, 2013 and 2014, non-aeronautical revenues represented 23.1%, 24.5% and 25.5%, respectively, of the sum of aeronautical and non-aeronautical revenues). Non-aeronautical revenues per terminal passenger were Ps.47.4, Ps.50.5 and Ps.54.4 in 2012, 2013 and 2014, 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.

 

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The following table sets forth our revenues from non-aeronautical services for the years indicated:

Non-Aeronautical Revenues

 

     Year ended December 31,  
     2012     2013     2014  
     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(1)

   Ps. 126.5         12.5   Ps. 105.8         9.0   Ps. 120.2         9.0

Car rentals

     92.3         9.2     101.1         8.6     105.6         7.9

Food and beverage operations

     86.0         8.5     103.1         8.8     112.4         8.4

Retail operations

     80.3         8.0     93.5         8.0     103.2         7.7

Duty-free operations

     86.4         8.6     115.6         9.9     115.2         8.6

Timeshare operators

     98.3         9.8     107.8         9.2     109.5         8.2

Ground transportation

     —           0.0     53.6         4.6     62.9         4.7

Communications and financial services

     20.7         2.1     29.5         2.5     29.2         2.2

Other

     63.9         6.3     17.5         1.5     17.7         1.3
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total businesses operated by third parties:

     654.3         64.9     727.5         62.1     776.0         58.0

Businesses operated directly by us:

        

Car parking charges

     193.7         19.2     221.0         18.9     230.0         17.2

Advertising

     76.2         7.6     87.3         7.5     100.1         7.5

VIP lounges

     10.5         2.0     24.2         2.1     38.2         2.9

Convenience stores

     1.5         2.9     16.1         1.4     39.7         3.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total businesses operated directly by us:

     281.9         28.0     348.7         29.8     408.0         30.5

Recovery of costs(2)

     72.2         7.2     94.4         8.1     154.2         63.5
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Total Non-aeronautical Revenues

   Ps.  1,008.5         100.0   Ps.  1,170.5         100.0   Ps.  1,338.2         100.0
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

Other Information:

        

Total terminal passengers (millions)

     21.3           23.2           24.7      

Non-aeronautical revenues per terminal passenger

   Ps. 47.4         Ps. 50.5         Ps. 54.4      

Change in non-aeronautical revenues per terminal passenger (year-on-year)

        16.1        6.6        7.2

Car parking charges per terminal passenger

   Ps. 9.1         Ps. 9.5         Ps. 9.3      

Change in car parking charges per terminal passenger (year-on-year)

        8.3        4.4        (2.4 )% 

 

(1) Includes leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).
(2) Recovery of costs consists of utility, fuel, maintenance and operation charges that are transferred to airlines and other tenants in our airports.

In 2014, revenues from non-aeronautical services in our airports accounted for 24.1% of the total revenues generated by our airports (in 2014, 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 2012 to 2014), except in the years in which the maximum tariffs are reset. In recent years, non-aeronautical revenues per terminal passenger have increased 7.2% (from Ps.50.7 in 2013 to Ps.54.4 in 2014, during which time the number of terminal passengers increased 6.7%), while our cost of services per workload unit has decreased 3.7% (from Ps.45.4 in 2013 to Ps.43.7 in 2014), 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;

 

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    Opening of new commercial space at our airports;

 

    The level of passenger traffic; and

 

    The exchange rate between the Mexican peso and the US 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 55% 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 2012, 2013 and 2014, non-aeronautical revenues were Ps.1,008.5 million, Ps.1,170.5 million and Ps.1,338.5 million, respectively, representing an increase of 16.1% in 2013 and 14.4% in 2014. In 2014, non-aeronautical revenues increased more than terminal passengers, which increased 6.7%. In 2014, non-aeronautical revenues per terminal passenger increased from Ps.47.4 per passenger in 2012 and Ps.50.5 per passenger in 2013 to Ps.54.2 per passenger in 2014, representing an increase of 6.6% from 2012 to 2013 and an increase of 7.2% from 2013 to 2014. The increase from 2012 to 2013 was mainly due to the fact that total terminal passenger volume increased to 23.2 million in 2013 from 21.3 million in 2012. The increase from 2013 to 2014 was mainly due to the fact that total terminal passenger volume increased to 24.7 million in 2014 from 23.2 million in 2013.

Recognition of Revenues from Improvements to Concession Assets

International Financial Reporting Interpretation Committee 12 (IFRIC 12) Service Concession Arrangements 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. Revenues represent the value of the exchange between ourselves and the government with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the Master Development Programs, and in exchange, the 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 should be considered to be a revenue-earning activity as all expenditures incurred to fulfill the Master Development Programs are included in the maximum tariffs. Therefore we recognize

 

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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. 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 2012, we recognized Ps.570.2 million in revenues from improvements to concession assets. This represented a decrease of 45.0% as compared to 2011 due to lower investment commitments under our Master Development Programs for 2012. 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.

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,  
     2012     2013     2014  
     Amount     Amount     Amount     % change  
     (millions of pesos, except percentages and passenger data)  

Operating Costs:

        

Cost of services:

        

Employee costs

   Ps.  402.6      Ps.  390.6      Ps.  393.5        0.8

Maintenance

     200.0        200.2        223.7        11.7

Safety, security and insurance

     159.4        173.7        192.9        11.0

Utilities

     139.5        141.9        147.8        4.2

Other

     158.5        222.6        203.6        (8.5 )% 

Total cost of services

     1,060.0        1,129.0        1,161.6        2.9

Technical assistance fees

     155.1        171.5        194.2        13.3

Concession taxes

     217.3        237.7        261.6        10.0

Depreciation and amortization:

        

Depreciation(1)

     151.2        164.6        216.5        31.5

Amortization(2)

     676.0        718.6        708.7        (1.4 )% 

Total depreciation and amortization

     827.2        883.2        925.2        4.8

Other expense (income)

     1.3        (7.4     (43.4     482.7
  

 

 

   

 

 

   

 

 

   

 

 

 
  2,260.9      2,414.0      2,499.2      3.5

Cost of improvements to concession assets

  570.2      440.7      281.9      (36.0 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating costs

Ps.  2,831.2    Ps.  2,854.7    Ps.  2,781.1      (2.6 )% 
  

 

 

   

 

 

   

 

 

   

 

 

 

Other Information:

Total workload units (thousands)(3)

  22,905.2      24,842.6      26,551.6      6.9

Cost of services per workload unit

Ps. 46.3    Ps. 45.4    Ps. 43.7      (3.7 )% 

Cost of services / the sum of aeronautical and non-aeronautical revenues(4)

  24.2   23.6   22.1

 

(1) Reflects depreciation of machinery, equipment and improvements on leased buildings.
(2) Reflects amortization of our improvements of concession assets, concessions and other acquired rights.
(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) 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.46.3 in 2012, Ps.45.4 in 2013 and Ps.43.7 in 2014, a decrease of 1.9% from 2012 to 2013 and decrease of 3.7% from 2013 to 2014. In 2014, cost of services per workload unit decreased 3.7%, as a result of a larger increase in total workload units than the corresponding increase in cost of service. Total workload units increased 6.9%, and cost of service increased 2.9%. Cost of service increased primarily as a result of a Ps.23.4 million increase in maintenance, a Ps.19.1 million increase in safety, security and insurance costs and a Ps.6.0 million increase in utilities, partially offset by decreases in other costs, driven primarily by (i) a decrease of Ps.19.0 million for professional fees related to legal defense and corporate consulting and (ii) a decrease of Ps.8.1 million in reserves for doubtful accounts. This decrease in other costs was partially offset by an increase of Ps.12.9 million in costs for supplies for convenience stores in 2014. Our income from operations divided by the sum of aeronautical and non-aeronautical revenues (operating margin) increased 295 basis points from 49.6% in 2013 to 52.5% in 2014.

Technical Assistance Fee and Concession Tax

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 2012, 2013 and 2014, this fee was Ps.155.1 million, Ps.171.5 million and Ps.194.2 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 24.0% in 2013 and 25.0% in 2014, of the sum of aeronautical and non-aeronautical revenues, approximately.

We are subject to the Mexican Federal Duties Law, which requires each of our 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 2012, 2013 and 2014, this tax amounted to Ps.217.3 million, Ps.237.7 million and Ps.261.6 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.

 

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Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our twelve concessions, which we began amortizing for accounting purposes in August 1999, the date on which the value of our 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 airports pursuant to the investment requirements under our Master Development Programs. Moreover, in 2012, 2013 and 2014, 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.17.2 million in 2012, Ps.3.4 million in 2013 and Ps.11.9 million in 2014. For further information regarding depreciation and amortization expenses, refer to Notes 8, 9, 10, 11 and 12 to our audited consolidated financial statements.

Cost of Improvements to Concession Assets

In conformity with out Master Development Programs 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.

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 a business flat tax rate (Impuesto Empresarial a Tasa Única, 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.

Our effective tax rates in 2012, 2013 and 2014 were 16%, 3% and 19%, respectively. In 2014, our effective tax rate increased 1,540 basis points as compared to 2013, resulting primarily from the one-

 

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time effects of the 2014 Fiscal Reform on changes in the income tax rates (increasing from 28% to 30%), as well as the elimination of the IETU, which impacted our deferred income tax balances in 2013. In 2013, our effective tax rate decreased by 81.3% or 1,230 basis points as compared to 2012. We paid Ps.531.8 million, Ps.607.8 million and Ps.758.3 million in corporate taxes in 2012, 2013 and 2014, respectively, representing 25.3%, 26.2% and 27.5% of our earnings before taxes.

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 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 2012, we decreased the recoverable asset by Ps.16.1 million, based on revised financial projections from 2013 to 2017. The recoverable tax on assets decreased Ps.49.5 million due to a refund requested and received in 2012. 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.

Employee Profit Sharing

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 Retirement Plans

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. The expense was Ps.4.3 million in 2012, Ps.4.2 million in 2013 and Ps.4.3 million in 2014.

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 gross domestic product (GDP), each as compared to the previous period:

 

     Year ended December 31,  
     2012     2013     2014  

Depreciation (appreciation) of the Mexican peso as compared to the U.S. dollar(1)

     (6.9 )%      0.5     12.9

Mexican inflation rate(2)

     3.6     4.0     4.1

U.S. inflation rate(3)

     1.7     1.5     0.8

Increase in Mexican gross domestic product(4)

     3.9     1.1     2.1

 

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(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.13.0101 per U.S.$1.00 as of December 31, 2012, Ps.13.0765 per U.S.$1.00 as of December 31, 2013 and Ps.14.7180 per U.S.$1.00 as of December 31, 2014.
(2) Based on changes in the Mexican Consumer Price Index from the previous period, as reported by INEGI. The Mexican Consumer Price Index at year-end was 107.246 in 2012, 111.508 in 2013, and 116.059 in 2014.
(3) As reported by the U.S. Department of Labor, Bureau of Labor Statistics.
(4) In real terms, as reported by INEGI on February 20, 2015.

The general condition of the Mexican economy, changes in the value of the peso as compared to the 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 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 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 2012, 2013 and 2014, we collected passenger charges from airlines within an average period of 57, 59 and 60 days, respectively. We intend to charge prices that are as close as possible to the maximum rates that we can charge. Since we are usually only entitled to adjust our specific prices once every six months (or earlier upon a cumulative increase of 5% in the Mexican Producer Price Index, excluding petroleum), a depreciation of the peso as compared to the 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 concessions if it is repeated and sanctioned by the SCT at least three times. In the event that any one of our concessions is terminated, our other concessions may also be terminated. In addition, if the peso appreciates as compared to the 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.

 

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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 International Airport historically have been lower than at our other principal airports because the maximum rates applicable to aeronautical services provided at our Tijuana International Airport are lower than those applicable to our other principal airports. This is because the amortization of our concession relative to the level of revenues is much higher at our Tijuana International Airport than at our other principal airports because the original concession value assigned to the 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

 

     Subsidiary Operating Results  
     Year ended December 31,  
     2012     2013     2014  
     (thousands of pesos, except percentages)  

Guadalajara:

      

Revenues:

      

Aeronautical services

   Ps.  1,221,886      Ps.  1,313,433      Ps.  1,432,498   

Non-aeronautical services

     339,221        383,074        426,012   
     1,561,107        1,696,507        1,858,510   

Improvements to concession assets

     132,211        239,182        194,903   

Total revenues

     1,693,318        1,935,689        2,053,413   

Total costs

     778,299        878,901        881,510   

Costs of operations(4)

     405,500        403,263        428,405   

Cost of improvements to concession

     132,211        239,182        194,904   

Depreciation and amortization

     240,538        236,456        246,144   

Other expense

     50        0        12,057   

Income from operations

     915,019        1,056,789        1,171,903   

Operating margin(1)

     54.04     54.60     57.07

Tijuana:

      

Revenues:

      

Aeronautical services

   Ps. 486,674      Ps. 546,309      Ps. 568,992   

Non-aeronautical services

     113,157        136,413        164,611   
     599,831        682,722        733,603   

Improvements to concession assets

     49,762        9,433        4,016   

Total revenues

     649,593        692,155        737,619   

Total costs

     408,030        367,456        383,402   

Costs of operations(4)

     227,948        227,182        241,461   

Cost of improvements to concession

     49,762        9,433        4,016   

Depreciation and amortization

     130,316        130,842        135,101   

Other expense

     4        0        2,824   

Income from operations

     241,563        324,698        354,217   

Operating margin(1)

     37.19     46.91     48.02

Los Cabos:

      

Revenues:

      

Aeronautical services

   Ps. 543,341      Ps. 604,215      Ps. 599,879   

Non-aeronautical services

     268,588        335,339        331,469   
     811,929        939,554        931,348   

Improvements to concession assets

     173,878        13,872        46,079   

Total revenues

     985,807        953,427        977,427   

Total costs

     498,479        426,274        463,466   

Costs of operations(4)

     209,106        247,345        253,890   

 

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Cost of improvements to concession

  173,878      13,872      46,078   

Depreciation and amortization

  115,384      165,055      187,048   

Other expense (income)

  111      0      (23,550

Income from operations

  487,328      527,153      513,961   

Operating margin(1)

  49.43   55.29   52.58

Puerto Vallarta:

Revenues:

Aeronautical services

Ps.  451,560    Ps.  460,433    Ps.  545,916   

Non-aeronautical services

  159,754      166,496      199,685   
  611,314      626,930      745,601   

Improvements to concession assets

  88,139      23,716      14,576   

Total revenues

  699,453      650,646      760,177   

Total costs

  401,100      346,353      361,637   

Costs of operations(4)

  194,550      195,946      216,508   

Cost of improvements to concession

  88,139      23,716      14,575   

Depreciation and amortization

  118,503      126,690      127,914   

Other expense (income)

  (92   0      2,640   

Income from operations

  298,353      304,293      398,540   

Operating margin(1)

  42.66   46.77   52.43

Hermosillo:

Revenues:

Aeronautical services

Ps. 168,732    Ps. 173,831    Ps. 173,872   

Non-aeronautical services

  31,790      40,139      54,920   
  200,522      213,970      228,702   

Improvements to concession assets

  11,564      78      6,637   

Total revenues

  212,086      214,048      235,338   

Total costs

  143,766      127,888      144,678   

Costs of operations(4)

  88,279      84,360      94,038   

Cost of improvements to concession

  11,564      78      6,637   

Depreciation and amortization

  43,364      43,451      43,985   

Other expense

  559      0      18   

Income from operations

  68,320      86,160      90,660   

Operating margin(1)

  32.21   40.25   38.52

Guanajuato:

Revenues:

Aeronautical services

Ps. 156,768    Ps. 163,010    Ps. 202,486   

Non-aeronautical services

  34,987      40,808      60,343   
  191,755      203,818      262,829   

Improvements to concession assets

  45,211      7,009      1,496   

Total revenues

  236,966      210,827      264,324   

Total costs

  162,998      128,6666      132,124   

Costs of operations(4)

  79,129      80,877      89,293   

Cost of improvements to concession

  45,211      7,009      1,496   

Depreciation and amortization

  38,835      40,780      41,806   

Other expense (income)

  (177   0      (471

Income from operations

  73,968      82,161      132,200   

Operating margin(1)

  31.21   38.97   50.01

Other Airport Subsidiaries(2):

Revenues:

Aeronautical services

Ps. 337,021    Ps. 355,385    Ps. 402,184   

Non-aeronautical services

  60,956      68,221      101,503   
  397,977      423,606      503,687   

Improvements to concession assets

  69,468      147,437      14,168   

Total revenues

  467,445      571,043      517,855   

Total costs

  455,345      549,449      422,235   

Costs of operations(4)

  258,167      272,450      287,297   

Cost of improvements to concession

  69,468      147,437      14,169   

Depreciation and amortization

  127,124      129,562      133,536   

Other expense (income)

  586      0      (12,767

(Loss) income from operations

  12,100      21,594      95,620   

Operating margin(1)

  2.59   3.78   13.10

Other Subsidiaries(3):

Total costs

  (16,852   30,053      (7,988

Costs of operations(4)

  (30,310   26,724      6,500   

Depreciation and amortization

  13,166      10,400      9,686   

Other expense (income)

  292      (7,453   (24,177

Income (loss) from operations

  16,851      (30,053   7,988   

Total:

Revenues:

Aeronautical services

Ps.  3,365,982    Ps.  3,616,616    Ps.  3,925,736   

Non-aeronautical services

  1,008,452      1,170,492      1,338,542   
  4,374,434      4,787,108      5,264,278   

Improvements to concession assets

  570,233      440,728      281,874   

Total revenues

  4,944,667      5,227,836      5,546,152   

Total costs

  2,831,165      2,854,659      2,781,063   

Costs of operations(4)

  1,432,369      1,538,149      1,617,393   

Cost of improvements to concession

  570,233      440,728      281,874   

Depreciation and amortization

  827,230      883,235      925,220   

Other expense (income)

  1,333      (7,453   (43,424

Income from operations

  2,113,502      2,373,177      2,765,089   

Operating margin(1)

  42.7   45.4   49.9

 

(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 administrative, operating and car parking services providers.
(4) Cost of operations includes cost of services, technical assistance fees and concession taxes.

 

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Summary Historical Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years indicated:

 

     Summary Consolidated Operating Results  
     Year ended December 31,  
     2012     2013     2014  
     Amount     Amount     Amount     % change  
     (thousands of pesos, except percentages)  

Revenues:

      

Aeronautical services

   Ps.  3,365,982      Ps.  3,616,616      Ps.  3,925,736        8.5

Non-aeronautical services

     1,008,452        1,170,492        1,338,542        14.4
     4,374,434        4,787,108        5,264,278        10.0

Improvements to concession assets

     570,233        440,728        281,874        (36.0 )% 

Total revenues

     4,944,667        5,227,836        5,546,152        6.1

Operating costs:

      

Cost of services

     1,060,002        1,128,951        1,161,588        2.9

Technical assistance fees

     155,072        171,470        194,228        13.3

Concession taxes

     217,295        237,728        261,577        10.0

Depreciation and amortization

     827,230        883,235        925,220        4.8

Other expense (income)

     1,333        (7,453     (43,424     482.7

Cost of improvements to concession assets

     570,233        440,728        281,874        (36.0 )% 

Total costs

     2,831,165        2,854,659        2,781,063        (2.6 )% 

Income from operations

     2,113,502        2,373,177        2,765,089        16.5

Finance income (cost)

      

Interest income, net

     759        (54,922     (15,225     (72.3 )% 

Exchange gain (loss), net

     (14,782     3,763        7,235        92.2

Net finance (cost) income

     (14,023     (51,159     (7,990     (84.4 )% 

Income before income taxes

     2,099,479        2,322,018        2,757,099        18.7

Income tax expense

     327,449        75,788        514,579        579.0

Consolidated net income

     1,772,030        2,246,230        2,242,520        (0.2 )% 

Other operating data (unaudited):

      

Operating margin(1)

     42.7     45.4     49.9  

Net margin(2)

     35.8     43.0     40.4  

 

(1) Income from operations divided by total revenues, expressed as a percentage.
(2) Net income divided by total revenues, expressed as a percentage.

 

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Results of Operations for the Year ended December 31, 2014 Compared to the Year Ended December 31, 2013

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 increased 8.5%, from Ps.3,616.6 million in 2013 to Ps.3,925.7 million in 2014, primarily due to an 6.7% increase in passenger traffic compared to 2013, a 4.24% increase in the Mexican Producer Price Index, 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.

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 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

 

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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.

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

 

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(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 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 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.

Total Costs

Cost of Services

Cost of services, which is comprised 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.

 

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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 and Concession Tax

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.

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 at our 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 above. 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 above.

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.

 

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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 a 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 a 8430.6% or 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.

Income from Operations

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%).

Income from Operations by Airport

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 International Airport historically have been lower than at our other principal airports because the maximum rates applicable to aeronautical services provided at our Tijuana International Airport are lower than those applicable to our other principal airports. This is because the

 

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amortization of our concession relative to the level of revenues is 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 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).

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

 

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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.

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).

Results of operations for the year ended December 31, 2013 compared to the year ended December 31, 2012

Revenues

Total revenues for 2013 increased 5.7%, from Ps.4,944.7 million in 2012 to Ps.5,227.8 million in 2013, due to an increase of Ps.250.6 million in aeronautical services revenues and an increase of Ps.162.0 million in non-aeronautical services revenues. This was partially offset by a Ps.129.5 million decrease in revenues from improvements to concession assets as a result of the committed investments outlined in our Master Development Programs, which for 2013 were less than the corresponding amounts in 2012.

Aeronautical services revenues increased 7.4%, from Ps.3,366.0 million in 2012 to Ps.3,616.6 million in 2013, primarily due to an 8.9% increase in passenger traffic compared to 2012, a 0.1% increase in the Mexican Producer Price Index, excluding petroleum, and a 2.25% increase in specific tariffs as of April 2013. Revenues from passenger charges increased 8.9% or Ps.251.2 million, primarily driven by a 9.0% increase in passengers that paid passenger charges and the increase in specific tariffs as of June 2013. During 2013, revenues from aircraft landing and parking fees increased 3.9%, or Ps.12.6 million, while revenues from the leasing of spaces to airlines for ticket counter, airport security and back office space and complementary services increased 5.8%, or Ps.9.5 million. The increase in aeronautical revenues was partially offset by a decrease in revenues from operations of airbuses and passenger walkways which declined a combined Ps.22.6 million, due to the fact that we stopped providing these services directly as of November 2012, whereupon they were taken over by a third-party provider.

Non-aeronautical services revenues for 2013 increased Ps.162.0 million, or 16.1%, from Ps.1,008.5 million in 2012 to Ps.1,170.5 million in 2013. The primary factor influencing the change in

 

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non-aeronautical revenues from 2012 to 2013 was the Ps.115.0 million increase in businesses operated by third parties, which was principally derived from increases in revenues from leasing of space, car rentals, food and beverage operations, retail operations, duty-free operations, communications services and timeshare developers. This increase in non-aeronautical revenues was partially offset by a decrease in other commercial revenues of Ps.38.4 million, mainly due to a one-time payment to us of Ps.31.7 million, which we received in 2012 for contract assignments that did not recur in 2013. In addition, revenues from the businesses operated by us increased by Ps.88.9 million, mainly driven by car parking charges, revenues related to the operation of the baggage screening systems, VIP lounges, convenience stores and advertising.

Revenues from improvements to concession assets in 2013 decreased Ps.129.5 million, or 22.7%, from Ps.570.2 million in 2012 to Ps.440.7 million in 2013. The main factor that determines the change in revenues from improvements to concession assets from 2012 to 2013 was a decrease in our commitments under the Master Development Programs for 2013. During 2013, 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-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 14.3% or Ps.242.4 million, from Ps.1,693.3 million in 2012 to Ps.1,935.7 million in 2013 (revenues increased 8.7% or Ps.135.4 million taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased 7.5% or Ps.91.5 million, from Ps.1,221.9 million in 2012 to Ps.1,313.4 million in 2013, due to a Ps.105.8 million or 9.5% increase in passenger charges driven by a 9.6% increase in passenger traffic and a 2.25% increase in tariffs due to inflation. The increase in aeronautical revenues was partially offset by a decrease in revenues from the operation of airbuses and passenger walkways, which declined a combined Ps.14.2 million due to the fact that we stopped providing these services directly as of November 2012, whereupon they were taken over by a third-party provider. Non-aeronautical revenues increased 12.9% or Ps.43.9 million, from Ps.339.2 million in 2012 to Ps.383.1 million in 2013, primarily due to a Ps.19.0 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.24.9 million, principally as a result of increased revenues from car parking charges, revenues related to the operation of the baggage screening systems, advertising and VIP lounges. Revenues from improvements to concession assets increased Ps.106.9 million (an increase of 8.7% taking into account only revenues from aeronautical and non-aeronautical services).

At the Tijuana airport, revenues increased by 6.6% or Ps.42.6 million, from Ps.649.6 million in 2012 to Ps.692.2 million in 2013, mainly due to a 12.2% or Ps.59.6 million increase in aeronautical revenues, from Ps.486.7 million in 2012 to Ps.546.3 million in 2013 (revenues increased 13.8% taking into account only revenues from aeronautical and non-aeronautical services). This increase was due to an increase in passenger charges of Ps.50.0 million as well as in revenues from landing and aircraft parking charges, which together increased Ps.8.9 million. Non-aeronautical revenues increased by 20.5% or Ps.23.2 million, from Ps.113.2 million in 2012 to Ps.136.4 million in 2013, primarily due to an increase of Ps.17.5 million from business lines operated by us, including car parking, VIP lounges and advertising. In addition, revenues from business lines operated by third parties increased Ps.9.6 million, including from leasing of space, food and beverage operations, retail operations, car rentals and leasing of duty-free stores. These increases were offset by a decrease of Ps.3.8 million in revenues related to the operation of the baggage screening systems, due to reductions in use of this service by some airlines during select months of 2013. Revenues from improvements to concession assets decreased Ps.40.3 million.

 

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At the Los Cabos airport, revenues decreased by 3.4% or Ps.32.4 million, from Ps.985.8 million in 2012 to Ps.953.4 million in 2013, mainly due to a decrease of Ps.160 million in revenues from improvements to concession assets (revenues increased 15.7% or Ps.127.6 million taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 11.2% or Ps.60.9 million, from Ps.543.3 million in 2012 to Ps.604.2 million in 2013, due to an increase in passenger charges of Ps.55.4 million, driven by a 12% increase in total passenger traffic and the 2.25% increase in tariffs due to inflation. Non-aeronautical revenues increased by 24.8% or Ps.66.7 million, from Ps.268.6 million in 2012 to Ps.335.3 million in 2013, primarily due to a Ps.70.6 million increase in revenues from business lines operated by third parties, including leasing of spaces to timeshare developers, food and beverage operations, car rentals, leasing of space to timeshare developers and duty-free operations, as well as a Ps.31.8 million increase 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. This increase was partially offset by a decrease of Ps.38.3 million in other commercial revenues due to a one-time payment to the Company of Ps.31.7 million in 2012 for contract assignments that did not recur in 2013.

At the Puerto Vallarta airport, revenues decreased by 7.0% or Ps.48.9 million, from Ps.699.5 million in 2012 to Ps.650.6 million in 2013, mainly due to a decrease of Ps.64.4 million in revenues from improvements to concession assets (revenues increased by 2.6% or Ps.15.6 million taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 1.9% or Ps.8.8 million, from Ps.451.6 million in 2012 to Ps.460.4 million in 2013, due to an increase in passenger charges of Ps.12.9 million caused by a 2.8% increase in passenger traffic and a 2.25% increase in tariffs due to inflation, whereas revenues from landing and aircraft parking charges increased a combined Ps.1.0 million. Non-aeronautical revenues increased by 4.2%, or Ps.6.7 million, from Ps.159.8 million in 2012 to Ps.166.5 million in 2013, primarily due to increased revenues from business lines operated by us of Ps.9.0 million, including revenues related to the operation of the baggage screening systems, as well as a Ps.5.9 million increase in revenues from businesses operated by third parties, including retail operations, leasing of space to timeshare developers and other commercial spaces. This increase in non-aeronautical revenues was partially offset by a Ps.8.1 million decrease in revenues from duty-free operations, car rentals, leasing of space, advertising and car parking charges.

At the Hermosillo airport, revenues increased by 0.9% or Ps.1.9 million, from Ps.212.1 million in 2012 to Ps.214.0 million in 2013, primarily due to an increase in aeronautical revenues resulting from a 3.2% increase in passenger traffic and a 2.25% increase in tariffs related to inflation (revenues increased 6.7%, or Ps.13.5 million, taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 3.0% or Ps.5.1 million, from Ps.168.7 million in 2012 to Ps.173.8 million in 2013. Non-aeronautical revenues increased by 26.3% or Ps.8.3 million, from Ps.31.8 million in 2012 to Ps.40.1 million in 2013, primarily due to a Ps.5.7 million increase in revenues from business lines operated by us related to the operation of the baggage screening systems, advertising and VIP lounges, as well as due to a Ps.2.6 million increase in revenues from business lines operated by third parties was primarily the result of leasing of space, food and beverage operations, car rentals, other commercial revenues and financial services. The increase in aeronautical and non-aeronautical revenues was partially offset by a decrease of Ps.11.5 million in revenues from improvements to concession assets in 2013 as compared to 2012.

At the Guanajuato airport, revenues decreased by 11.0% or Ps.26.2 million, from Ps.237.0 million in 2012 to Ps.210.8 million in 2013, mainly due to a decrease of 84.5% or Ps.38.2 million in revenues from improvements to concession assets from Ps.45.2 million in 2012 to Ps.7.0 million in 2013 (revenues increased 6.3%, or Ps.12.0 million taking into account only revenues from aeronautical and non-

 

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aeronautical services). Aeronautical revenues increased by 4.0% from Ps.156.8 million in 2012 to Ps.163.0 million in 2013, mainly due to a 5.0% increase in passenger traffic and a 2.25% increase in tariffs related to inflation. Non-aeronautical revenues increased by 16.6% or Ps.5.8 million, from Ps.35.0 million in 2012 to Ps.40.8 million in 2013. This increase is a result of a Ps.3.7 million increase in revenues from businesses operated by us, including increases in advertising and revenues related to the operation of the baggage screening systems, as well as a Ps.2.2 million increase in revenues from businesses operated by third parties associated with the leasing of space, car rentals and communications services.

Revenues at our other six airports increased by 22.2% or Ps.103.6 million, from Ps.467.4 million in 2012 to Ps.571.0 million in 2013, mainly due to an increase of 112.1%, or Ps.77.9 million from Ps.69.5 million in 2012 to Ps.147.4 million in 2013, in revenues from improvements to concession assets (revenues increased 6.4%, or Ps.25.6 million taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues at these airports increased by 5.4% or Ps.18.4 million, from Ps.337.0 million in 2012 to Ps.355.4 million in 2013, mainly due to a 5.9% increase in passenger traffic and a 2.25% increase in tariffs, due to inflation. Non-aeronautical revenues increased by 11.8% or Ps.7.2 million, from Ps.61.0 million in 2012 to Ps.68.2 million in 2013, primarily due to a combined Ps.4.7 million increase in leasing of space and communications services, as well as an increase in business lines operated by us of Ps.2.5 million, mainly from revenues from car parking charges and advertising.

Total Costs

Cost of Services

Cost of services, which is comprised of employee costs, maintenance, safety, security, insurance, utilities and other expenses, increased by Ps.68.9 million, or 6.5%, from Ps.1.0 billion in 2012 to Ps.1.1 billion in 2013. Other costs increased 40.4% or Ps.64.0 million mainly due to higher professional services fee primarily due to higher legal expenses. Safety, security and insurance expenses increased 9.0%, or Ps.14.4 million, due to the outsourcing of certain of our check-point staff, the implementation of additional security measures required by airport authorities related to checking for liquids carried by boarding passengers and outsourcing the operation of the new baggage screening system equipment at our airports to a third party. Utility expenses increased 1.7%, or Ps.2.4 million, mainly due to an increase in electricity rates and higher consumption of electricity as a result of the expansion of our terminals, the operation of new baggage screening system equipment, in part related with the fulfillment of our Master Development Programs during 2013. Maintenance expenses increased 0.1% or Ps.0.2 million mainly due to routine maintenance on runways, security equipment, machinery and equipment, in addition to major maintenance undertaken in certain operational areas. This increase was partially offset by a 3.0% or Ps.12.0 million decrease in employee costs, mainly due to the to the outsourcing of certain of our check-point staff and the personnel responsible for operating our airbuses and walkways.

The main airport that contributed to the increase in the cost of services for 2013 was the Los Cabos airport. The cost of services at our Los Cabos airport increased from Ps.149.4 million in 2012 to Ps.181.1 million in 2013, or 21.2%, mainly as a result of the increase in electricity consumption due to the operation of the new terminal building, and the costs and expenses incurred by our direct operation of the convenience stores. In addition, we experienced, at the corporate level, an increase of Ps.30.4 million, or 45.1%, in professional fees, reflecting an increase in fees for legal defense, corporate consulting and the evaluation of new businesses.

Technical Assistance Fee and Concession Tax

The technical assistance fee increased 10.6%, or Ps.16.4 million, from Ps.155.1 million in 2012 to Ps.171.5 million in 2013. 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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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 9.4%, from Ps.217.3 million in 2012 to Ps.237.7 million in 2013.

Depreciation and Amortization

Depreciation and amortization increased 6.8% or Ps.56.0 million, from Ps.827.2 million in 2012 to Ps.883.2 million in 2013, 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 2013 decreased Ps.129.5 million, or 22.7%, from Ps.570.2 million in 2012 to Ps.440.7 million in 2013. The primary factor influencing the decrease in cost of improvements to concession assets from 2012 to 2013 was the change in amounts allocated in our Master Development Programs for 2013 as compared to 2012.

Operating Costs by Airport

Operating costs at our airports increased by Ps.23.5 million or 0.8% mainly due to the 6.5% increase in cost of services and the 6.8% increase in other expenses. The increases in cost of services, other expenses and items such as amortization of concessions and technical assistance fees were mostly offset by a Ps.129.5 million or 22.7% decrease in the cost of improvements to concession assets described above.

Operating costs for the Guadalajara airport were Ps.878.9 million in 2013, a 12.9% or Ps.100.6 million increase from the Ps.778.3 million recorded in 2012. This increase was primarily due to a 80.9% or Ps.107.0 million increase in the cost of improvements to concession assets from Ps.132.2 million in 2012 to Ps.239.2 million in 2013. The increase was partially offset by a Ps.2.2 million decrease in the cost of services, mainly in employee costs, utilities and advertising commissions, as well as a Ps.4.2 million decrease in depreciation and amortization (operating costs decreased Ps.6.4 million or 1.0% without including the cost of improvements to concession assets).

Operating costs for the Tijuana airport decreased Ps.40.6 million or 9.9%, to Ps.367.5 million in 2013 from Ps.408.0 million in 2012. This decrease was due to a 81.0% or Ps.40.3 million decrease in the cost of improvements to concession assets, from Ps.49.8 million in 2012 to Ps.9.4 million in 2013, and an increase of Ps.0.5 million in depreciation and amortization (operating costs decreased 0.1% or Ps.0.2 million without including improvements to concession assets).

Operating costs for the Los Cabos airport decreased 14.5% or Ps.72.2 million, to Ps.426.3 million in 2013 from the Ps.498.5 million recorded in 2012. This decrease was mainly due to a 92.0% or Ps.160.0 million decrease in the cost of improvements to concession assets from Ps.173.9 million in 2012 to Ps.13.9 million in 2013. This decrease was partially offset by a Ps.38.1 million increase in the cost of services, mainly in maintenance, utilities, safety security and insurance and doubtful accounts, in addition to a Ps.49.7 million increase in depreciation and amortization (operating costs increased 27.0% or Ps.87.7 million without including improvements to concession assets).

Operating costs for the Puerto Vallarta airport decreased 13.6% or Ps.54.7 million, to Ps.346.4 million in 2013 from Ps.401.1 million in 2012. This decrease was primarily due to a 73.1% or Ps.64.4 million decrease in the cost of improvements to concession assets from Ps.88.1 million in 2012 to Ps.23.7 million in 2013, and Ps.1.1 million decrease in the cost of services, mainly in doubtful accounts. The decrease was partially offset by a Ps.8.2 million increase in depreciation and amortization (operating costs increased 3.0% or Ps.9.5 million without including of improvements to concession assets).

 

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Operating costs for the Hermosillo airport decreased 11.0% or Ps.15.9 million, to Ps.127.9 million in 2013 from the Ps.143.8 million recorded in 2012. This decrease was due to a 99.3% or Ps.11.5 million decrease in the cost of improvements to concession assets from Ps.11.6 million in 2012 to Ps.0.1 million in 2013. The cost of services decreased Ps.4.9 million, mainly in maintenance and professional fees, and depreciation and amortization increased Ps.0.1 million (operating costs decreased 3.3% or Ps.4.4 million without including improvements to concession assets).

Operating costs for the Guanajuato airport decreased 21.0% or Ps.34.3 million, from the Ps.163.0 million recorded in 2012 to Ps.128.7 million in 2013. This decrease was primarily due to a 84.5% or Ps.38.2 million decrease in the cost of improvements to concession assets, from Ps.45.2 million in 2012 to Ps.7.0 million in 2013, and a Ps.1.8 million decrease in the cost of services, mainly in employee costs and maintenance fees. The decrease was partially offset by a Ps.2.0 million increase in depreciation and amortization (operating costs increased 3.3% or Ps.3.8 million without including improvements to concession assets).

Operating costs for our six other airports increased 20.7% or Ps.94.1 million, from the Ps.455.3 million recorded in 2012 to Ps.549.4 million in 2013. This increase was primarily due to a 112.1% or Ps.77.9 million increase in the cost of improvements to concession assets from Ps.69.5 million in 2012 to Ps.147.4 million in 2013. Additionally, the cost of services increased Ps.14.8 million, and depreciation and amortization increased Ps.2.4 million (operating costs increased 4.2% or Ps.16.1 million without including improvements to concession assets).

Income from Operations

Operating income increased 12.3%, or Ps.259.7 million, from Ps.2.1 billion in 2012 to Ps.2.4 billion in 2013. This increase was due to higher revenue in 2013, which was partially offset by increases in expenses. Our operating margin increased 270 basis points, from 42.7% in 2012 to 45.4% in 2013 (taking into account only the sum of aeronautical and non-aeronautical revenues, the operating margin increased 130 basis points from 48.3% to 49.6% in 2013).

Income from Operations by Airport

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 international airports, which handle the majority of our international passengers. Operating margins at our Tijuana International Airport historically have been lower than at our other principal airports because the maximum rates applicable to aeronautical services provided at our Tijuana International Airport are lower than those applicable to our other principal airports. This is because the amortization of our concession relative to the level of revenues is much higher at our Tijuana International Airport than at our other principal airports due to the fact that the original concession value assigned to the Tijuana International Airport was proportionately higher.

Operating income for the Guadalajara airport increased by 15.5% or Ps.141.8 million, from Ps.915.0 million in 2012 to Ps.1,056.8 million in 2013, mainly due to an increase in aeronautical and non-aeronautical revenues of Ps.135.4 million. Additionally, operating costs decreased Ps.2.2 million and depreciation and amortization decreased Ps.4.1 million. The operating margin increased 56 basis points, from 54.0% to 54.6% (operating margin increased 368 basis points from 58.6% to 62.3%, taking into account the sum of aeronautical and non-aeronautical revenues only).

 

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Operating income for the Tijuana airport increased by 34.4% or Ps.83.1 million, from Ps.241.6 million in 2012 to Ps.324.7 million in 2013, primarily due to a slightly greater increase in aeronautical and non-aeronautical revenues as a result of an increase in passenger traffic then the corresponding increase in operating costs. The operating margin increased 972 basis points from 37.2% to 46.9% (operating margin increased 729 basis points to 40.3% from 47.6%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Los Cabos airport increased by 8.2% or Ps.39.9 million, from Ps.487.3 million in 2012 to Ps.527.2 million in 2013, primarily due to the increases in aeronautical and non-aeronautical revenues. The operating margin increased 587 basis points from 49.4% to 55.3% (operating margin decreased 390 basis points to 60.0% from 56.1%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Puerto Vallarta airport increased by 2.0% or Ps.6.0 million, from Ps.298.3 million in 2012 to Ps.304.3 million in 2013, 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 411 basis points from 42.7% to 46.8% (operating margin decreased 27 basis points to 48.8% from 48.6%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Hermosillo airport increased by 26.2% or Ps.17.9 million, from Ps.68.3 million in 2012 to Ps.86.2 million in 2013, primarily due to an increase in the aeronautical and non-aeronautical revenues. The operating margin increased 804 basis points from 32.2% to 40.3% (operating margin increased 620 basis points from 34.1% to 40.3%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Guanajuato airport increased by 11.1% or Ps.8.2 million, from Ps.74.0 million in 2012 to Ps.82.2 million in 2013, primarily due to an increase in the aeronautical and non-aeronautical revenues. The operating margin increased 776 basis points from 31.2% to 38.9% (operating margin increased 174 basis points from 38.6% to 40.3% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for our six other airports increased by 78.5% or Ps.9.5 million, from Ps.12.1 million in 2012 to Ps.21.6 million in 2013. 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.37.2 million in 2013 with respect to 2012, from an expense of Ps.14.0 million in 2012 to an expense of Ps.51.2 million in 2013. Interest income went from income of Ps.0.8 million in 2012 to an expense of Ps.54.9 million in 2013, which represented a net change of Ps.55.7 million, due to: (i) a decrease of Ps.21.3 million in the capitalization of interest on bank loans in 2013; (ii) a Ps.30.8 million decrease in the price of Pemex bonds, classified as Fair Value Through Profit or Loss (FVTPL); and (iii) a Ps.3.6 million decrease in interest gains due to lower interest rates. This increase was partially offset by a reduction in the exchange rate loss that went from a loss of Ps.14.8 million in 2012 to a gain of Ps.3.8 million in 2013, resulting in a net reduction of Ps.18.6 million. This effect occurred due to the 0.4% devaluation of the Mexican peso versus the U.S. dollar during 2013, while during 2012, the Mexican peso appreciated 6.9%.

 

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Income Taxes

As compared with 2012, income taxes decreased by Ps.251.7 million, from Ps.327.4 million in 2012 to Ps.75.8 million in 2013. Income taxes for 2013 principally consisted of the following: (i) current income tax expense for the year of Ps.653.6 million, an increase of Ps.101.8 million from 2012 to 2013 mainly due to a 10.6% increase in income before taxes, and offset by (ii) a deferred income tax benefit of Ps.577.8 million, due to an increase of Ps.353.5 million in 2013 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 fiscal amortization rates applied over our concession and rights to use airport facilities in some of our airports. Our effective tax rate decreased from 16% for 2012 to 3% in 2013, due primarily to changes in tax rates and the elimination of the IETU as a result of the 2014 Tax Reform.

Net Income

Net income increased by 26.8% or Ps.474.2 million, from Ps.1.8 billion in 2012 to Ps.2.2 billion in 2013, mainly due to the Ps.259.7 million increase in operating income, and the Ps.251.7 million decrease in income taxes. Our net margin increased from 35.8% in 2012 to 43.0% in 2013 (net margin increased to 46.9% from 40.5%, taking into account the sum of aeronautical and non-aeronautical revenues only).

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 addition, in 2012, 2013 and 2014, we used Ps.1.1 billion, Ps.1.2 billion and Ps.1.6 billion, respectively, of our cash balances for the payment of dividends.

As of December 31, 2012, 2013 and 2014, we had Ps.1.7 billion, Ps.2.2 billion and Ps.1.6 billion of cash and cash equivalents, and Ps.433.6 million and Ps.410.4 million as of December 31, 2012 and 2013 of financial investments held for trading purposes, respectively. In 2013, we obtained new funds through a bank loan of Ps.488.2 million for use in connection with our capital expenditures in 2013. 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.

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 February 20, 2015, we issued 26 million long-term bond certificates on the Mexican market (Certificados Bursátiles) for a total of Ps.2.6 billion. The proceeds from the issuance were allocated to repay in full our outstanding bank debt in the amount of Ps.1.7 billion and the remainder was allocated to finance capital investments set forth in the Master Development Program for 2015.

Cash Flows

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.1.2 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.

 

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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.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.

In 2012, we generated Ps.2.7 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.847.5 million on May 31, 2012 and Ps.282.5 million on November 1, 2012; (ii) a capital reduction of Ps.870.0 million; and (iii) capital expenditures of approximately Ps.193.3 million in machinery, equipment and improvements to our airport facilities.

Indebtedness

On December 9, 2009, our Guanajuato, Guadalajara, Hermosillo and Puerto Vallarta airports entered into unsecured credit agreements with cross guarantees provided by the individual airports with Banamex and HSBC for Ps.325.7 million from each institution, for a total of Ps.651.4 million. In connection with these loans, each of those airports entered into a cash flow hedge with Banamex to hedge interest rate risk. Additionally, on February 4, 2014, we prepaid the outstanding balance of Ps.217.6 million of the loans in full. Therefore, the hedge for the loans is no longer applicable or necessary.

On May 26, 2011, we entered into an additional Ps.1.0 billion line of credit with HSBC, represented by unsecured credit agreements with cross guarantees provided by the individual airports, for our Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports. The new line 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. The loans bear interest at the variable 28-day TIIE rate plus 165 basis points and require quarterly principal and interest payments over a period of seven years. During 2011 and 2012, a total of Ps.913.1 million was disbursed under the line of credit; the remaining Ps.110.8 million was not disbursed. During the months of January and February 2015, we prepaid the outstanding balance of Ps.394.1 million of the loans in full.

On June 6, 2011, we entered into an additional Ps.551.4 million line of credit with Banamex, represented by unsecured credit agreements with cross guarantees provided by the individual airports, for our Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports. This line also 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. The loans bear interest at the variable 91-day TIIE rate plus 135 basis points for the 2011 disbursements and at the variable 91-day TIIE rate plus 143 basis points for the 2012 disbursements. The loan requires quarterly principal and interest payments over a period of seven years from the date of the disbursement. Ps.355.1 million in funds from this line were disbursed on different dates during 2011. The remaining Ps.196.3 million was to be disbursed during 2012. However, on March 16, 2012, Banamex notified the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports that based on article 294 of Mexico’s Negotiable Instruments and Credit Operations Law (Ley General de Títulos y Operaciones de Crédito) and pursuant to clause XXIV of the credit agreement entered into with these airports, Banamex would not make any of the future disbursements outlined in clause V of the credit agreement. On November 7, 2012, the Company notified Banamex that the remaining balance of the loan would be prepaid. Ps.77.9 million of the remaining balance was prepaid on December 7, 2012 and Ps.105.3 million was prepaid on December 23, 2012. A final payment was made on January 11, 2013 for Ps.104.6 million, for a total of Ps.287.8 million; thereby repaying the loan balance in full. With these payments the loans were completely liquidated. This prepayment was financed by a new loan from BBVA Bancomer for the

 

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Guadalajara, Los Cabos, Puerto Vallarta, Hermosillo and Guanajuato airports for Ps.287.8 million, which was contracted on November 23, 2012 and which bears interest at the variable 91-day TIIE rate plus 120 basis points and requires quarterly principal and interest payments for a period of seven years. This is an unsecured credit agreement with cross guarantees between the airports receiving the credit. During the months of January and February 2015, we prepaid the outstanding balance in full.

In April 2013, we entered into an additional loan for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports for Ps.459.4 million, which bears interest at the variable 91-day TIIE rate plus 133 basis points and requires quarterly principal and interest payments for a period of seven years. This is an unsecured credit agreement with cross guarantees between the airports receiving the credit. During 2013, a total of Ps.305.4 million was disbursed under this line of credit. In 2014, a total of Ps.101.5 million was disbursed; the remaining Ps.52.5 million was not disbursed. During the months of January and February 2015, we prepaid in full the outstanding balance of Ps.230.4 million.

On November 28, 2014, we opened a revolving credit line with Scotiabank Inverlat, S.A., Institución de Banca Múltiple, for a total of Ps.1,741.0 million, to pre-pay prior bank loans entered into with other banking institutions. Credit taken under this line bears 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. As of the date of this report this line of credit has been prepaid in full.

As of December 31, 2014, we were in compliance with all covenants stipulated by these credit agreements.

On February 20, 2015, we made our debut issuance of long-term bond certificates on the Mexican market (Certificados Bursátiles) for a total of Ps.2.6 billion. The proceeds from the issuance of the 26 million long-term bond certificates were allocated to repay in full our outstanding bank debt in the amount of Ps.1.7 billion and the remainder was allocated to finance capital investments set forth in the Master Development Program for 2015. The long-term bond certificates were issued in two tranches with the following terms: (i) 11 million five-year bond certificates 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) 15 million ten-year bond certificates 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.

Capital Expenditures

Under the terms of our concessions, each of our 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 concessions.

In December 2009, the SCT approved our Master Development Programs for each of our 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 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. 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

 

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expenditures actually paid for by our 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 the 2012, 2013 and 2014, the total of our investments allocated but unpaid were Ps.163.6 million, Ps.135.4 million and Ps.86.3 million, respectively.

Capital Expenditures

 

Year ended December 31,

   Total Capital
Expenditures
 
     (thousands of pesos)(1)  

2014

     Ps.620,266   

2013

     686,270   

2012

     979,014   

 

(1) Expressed in nominal pesos.

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. In 2012, we spent Ps.979.0 million on capital expenditures, principally for terminals, and runways and aprons. On December 15, 2011, we established two trusts to set aside the financing needs for the expansion of the main terminal at our Tijuana airport and for the new Terminal 2 at our Los Cabos airport, respectively. The funds set aside in these trusts were used exclusively to make payments for work on each of the projects; as of December 31, 2013, the related expansion projects at the Tijuana and Los Cabos airports were concluded and as a result, the funds were released. See “Item 4, History and Development of the Company – Master Development Programs” for more detail on our historical capital expenditures.

During 2012, 2013 and 2014, 19.7%, 17.3% and 17.2%, respectively, of our capital expenditures were funded by cash flows from operations, while the remaining balance was funded with bank loans. 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.

Share Repurchase Program

At the General Ordinary Shareholders’ Meeting held on April 16, 2013, a stock buy-back program for Series B shares was approved for a maximum amount of Ps.640 million for the twelve months following April 24, 2013. During that period we purchased 5,145,053 shares for Ps.346.1 million, at an average price of Ps.67.26 per share. These shares represent 0.9% of our total outstanding shares. At the General Ordinary Shareholders’ Meeting held on April 16, 2012, a stock buy-back program for Series B shares was approved for a maximum amount of Ps.280.0 million for the twelve months following April 16, 2012. No shares, however, were repurchased during 2012. At the General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program for Series B shares was approved for a maximum amount of Ps.473.5 million for the twelve months following April 27, 2011. During that period we purchased 10,061,800 shares at an average price of Ps.47.06 for Ps.473.5 million. These shares represent 1.8% of our total outstanding shares. In the aggregate, as of December 31, 2014, 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 March 31, 2015, we held 35,424,453 shares, at an average price of Ps.48.93 per share.

 

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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 2012, 2013 and 2014, we recorded, within the deferred income tax asset, an estimated amount of recoverable asset tax paid of Ps.335.3 million, Ps.291.7 million and Ps.233.1 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 – 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, 2014, we will recognize deferred income taxes based on that expectation. In 2012, 2013 and 2014, we reduced the recoverable income taxes paid on dividends for a total amount of Ps.0.2 million, Ps.0.5 million and Ps.32.6 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.

 

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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 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, regardless of their nature, directly increase the maximum tariff per traffic unit. Accordingly, all amounts invested under the Master Development Programs 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 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 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 amounts or maximum tariff), we could be subject to sanctions and our concessions could be revoked. See “Item 4, 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.

Recently Issued Accounting Standards

The following are new or revised International Financial Reporting Standards that have been issued but are not yet effective:

 

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Standard

   Effective as of

IFRS 14 – Regulatory Deferral Accounts

   January 1, 2016

Amendments to IFRS 11 – Acquisitions Accounting for Investments in joint arrangement

   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 – Agricultural: Production Plants

   January 1, 2016

IFRS 15 – Revenue from Contracts with Customers

   January 1, 2017

IFRS 9 – Financial Instruments

   January 1, 2018

The following is a summary of these standards; for a full description see Note 30 in our consolidated financial statements. At the date of this report, we have not fully assessed the effects of adopting these new standards and amendments on our consolidated financial information.

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.

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.

 

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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 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.

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

 

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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 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 we undertake 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, 2014:

 

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     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. 5,478.6        Ps. 1,412.2         Ps. 3,759.6         Ps. 306.8         N/A   

Purchase Obligations(2)

     447.2         87.0         266.2         94.0         —     

Debt

     1,719.5         978.5         602.7         138.2         N/A   

Interest from Debt(6)

     130.0         56.1         71.3         2.6         —     

Operating Lease Obligations(3)

     24.9         9.3         14.5         1.1         N/A   

Total

     Ps. 7,800.2         Ps. 2,513.1         Ps. 4,714.3         Ps. 542.7         N/A   

 

(1) Peso figures are expressed in constant pesos as of December 31, 2012, based on the Mexican Producer Price Index’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.15.0 per U.S.$1.00 and an annual U.S. inflation rate of 2%. 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 2014.
(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 and an estimated rate of 4.72% for loans contracted in 2014. See “Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness”.

 

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. Historically, our board of directors has comprised eleven members. Currently, our board of directors consists of ten directors due to the resignation of Mr. Carlos del Rio Carcaño from our board of directors pursuant to the sale of DCA’s position to CMA on December 11, 2014.

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 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. Directors are elected for one-year terms at the ordinary shareholders’ meeting.

At our April 23, 2014, General Ordinary Shareholders’ Meeting, several changes were approved to the composition of our board of directors, including the ratification of one new member. In addition, as a result of changes in AMP’s shareholders, on December 11, 2014, Mr. Carcaño (proprietary member), Julian Fernandez Rodes (alternate member) and Vicente Grau Alonso (alternate member), each appointed by DCA, submitted their resignation to our board of directors; accordingly, their substitutes will be appointed at the Ordinary Shareholders Meeting to be held on April 21, 2015. The composition of our

 

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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. 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

Eduardo Sánchez Navarro Redo(1)

   Chairman and Director (AMP)    April 16, 2012      69       José Vicente Corta Fernández

Francisco Javier Marín San Andrés(1)

   Director (AMP)    August 1, 2001      56       Maria de los Reyes Escrig Teigeiro

Rodrigo Marabini Ruiz(1)

   Director (AMP)    April 16, 2014      52       —  

Eduardo J. Gallastegui Armella(3)

   Director (appointed by Grupo México)    July 25, 2010      58       —  

Carlos Cárdenas Guzmán(2)

   Director (Independent)    September 22, 2011      64       —  

Joaquin Vargas Guajardo(2)

   Director (Independent)    April 16, 2012      61       —  

Álvaro Fernández Garza(2)

   Director (Independent)    February 26, 2014      47       —  

Juan Diez-Canedo Ruiz(2)

   Director (Independent)    April 23, 2014      60       —  

Ángel Losada Moreno(2)

   Director (Independent)    April 23, 2014      63       —  

Roberto Servitje Achutegui(2)

   Director (Independent)    April 16, 2012      61       —  

 

(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.

Eduardo Sánchez Navarro Redo. Mr. Sánchez Navarro Redo is chairman of our board of directors, a position he has held since 2012. He is currently also the chairman of the board of Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (“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 the president and founder of the Coordinating Counsel of Los Cabos.

Francisco Javier Marín San Andrés. Mr. Marín San Andrés 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 activities abroad, 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 San Andrés 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.

Rodrigo Marabini Ruíz. Mr. Marabini Ruíz has been a member of our board of directors since 2006. He has more than 25 years of professional experience, mostly in the airport sector. He has been CEO of Aena Desarrollo Internacional since 2004, and also serves on the board of directors and on the Executive Committee. In 1997, he joined Aena Desarollo Internacional as Technical Director and subsequently served as Director for Concessions and Services. Prior to 1997, he was a consultant in

 

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organizational, systems and business practices for the public and transportation industry for the firms Arthur Andersen and Andersen Consulting (currently Accenture) and as an independent consultant. He also serves as a member of the boards of directors of various other companies in which Aena Desarrollo Internacional has invested, such as those of AMP, British company London Luton Airport Holding and Colombian company Aerocali S.A. Mr. Marabini Ruíz holds a degree in Aeronautical Engineering from the ETSIA Polytechnic University of Madrid, specializing in airports, and a Diploma of Senior Management from the IESE Business School of Madrid.

Eduardo J. Gallastegui Armella. Mr. Gallastegui Armella 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. Gallastegui Armella 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. In 1985, he became a founding partner of the law firm Gallestegui y Lozano, S.C. 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. Gallastegui Armella holds a degree in law from the Universidad Iberoamericana.

Carlos Cárdenas Guzmán. Mr. Cárdenas Guzmán 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 Guzmán 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).

Joaquin Vargas Guajardo. Mr. Vargas Guajardo 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 Medica Sur. He is also a member of the boards of directors of El Universal newspaper, Costamex and the Panamericana University, among others.

Álvaro Fernández Garza. Mr. Fernández Garza 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 as president of ALFA and also sits on the board of directors of Vitro, ALFA and CYDSA. He is also a member of the boards of directors of the Universidad de Monterrey (UDEM) and the Museo de Arte Contemporaneo de Monterrey (MARCO). Mr. Fernández Garza 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 Ruiz. Mr. Diez-Canedo Ruiz 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 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

 

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directors of Banco Mercantil del Norte (Banorte), Telmex, Alcatel, Fondo de Cultura Economica 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 Ruiz 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 Moreno 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 is also president of the board of trustees of the “Ver Bien” Foundation. 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 Moreno holds a degree in business administration from Universidad Anáhuac.

Roberto Servitje Achutegui. Mr. Servitje Achutegui 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 has been 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-chair 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 Achutegui received a degree in business administration from Universidad Iberoamericana and an MBA in marketing and finance from Northwestern University (Kellogg).

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      61   

Saúl Villarreal García

   Chief Financial Officer    February 25, 2015      43   

Sergio Enrique Flores Ochoa

   General Counsel    February 8, 2002      62   

Jorge Luis Valdespino Rivera

   Director of Human Resources and Quality Control    August 21, 2006      51   

Tomás Enrique Ramírez Vargas

   Director of Commercial Activities    August 1, 2013      34   

José Ignacio Ascacíbar Martínez

   Director of Technical Operations    April 1, 2010      50   

Fernando Bosque Mohíno. Mr. Bosque Mohíno 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 Mohíno is a graduate in economics and business from the Universidad Autónoma de Madrid.

 

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Saúl Villarreal García. Mr. Villarreal García 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 bond certificates on the local market. Mr. Villarreal García 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 Ochoa was named our General Counsel in February 2002. Previously, he was the manager of legal matters for the Mexican Airport and Auxiliary Services Agency and an Assistant District Attorney for the Federal District of Mexico. In addition, he was head of the legal department of INFONAVIT and legal manager for NAFIN. Mr. Flores Ochoa 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 Rivera 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 Rivera 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 Vargas 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 Vargas 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.

José Ignacio Ascacíbar Martínez. Mr. Ascacíbar Martínez 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 Martínez 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 2014, the aggregate compensation paid to our seven independent directors was approximately Ps.4.4 million. The compensation paid to the director appointed by Grupo México was approximately of Ps.0.6 million. We have not established any pension, retirement or similar benefits or arrangements for these individuals. These directors receive a base annual compensation of U.S.$44,100 for their service on our board of directors. Additionally, for their services to our corporate governance committees, certain

 

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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 member of our Acquisition Committee or our Compensation Committee receive 5% of the base annual compensation.

Under the technical assistance agreement with AMP, the eight directors and alternates elected by AMP do not receive compensation from us for serving on our board of directors.

The compensation paid to our seven executive officers amounted to Ps.25.3 million in 2014, including salaries, bonuses and other compensation. We have not established any pension, retirement or similar benefits or arrangements for these individuals.

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.

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, as a result of certain resignations of directors and executives, the members of the Operating Committee are Fernando Bosque Mohíno, CEO, who chairs the committee; Carlos Laviada Ocejo; Tomás Enrique Ramírez Vargas, Director of Commercial Activities; and José Ignacio Ascacíbar Martínez, Director of Technical Operations. Carlos Manuel Porrón Suarez and Carlos Rohm serve as alternates for Fernando Bosque Mohíno and Carlos Laviada Ocejo, respectively. A full six members will be appointed or confirmed by the General Meeting of Shareholders to be held on April 21, 2015.

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

 

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(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. The committee is formed by two members and one alternate. 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. 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, as a result of the resignation of Carlos del Rio Carcaño, the Acquisitions Committee consists solely of proprietary member Joaquin Vargas Guajardo and alternate member Eduardo Sanchez Navarro Redo. A second proprietary member will be appointed by the General Meeting of Shareholders to be held on April 21, 2015. A secretary has also been appointed who is not a member of the committee. 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.

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 José Vicente Corta Fernández and Álvaro Fernández Garza. Rodrigo Marabini Ruíz was elected to serve as an alternate member to José Vicente Corta Fernández.

 

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Employees

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,  
     2012      2013      2014(2)  

Categories of activity:

        

Airport operations

     583         537         524   

Airport maintenance

     133         144         142   

Administration(1)

     185         197         211   

Geographic location:

        

Guadalajara

     142         143         132   

Tijuana

     86         88         88   

Los Cabos

     80         84         82   

Puerto Vallarta

     76         77         80   

Hermosillo

     63         55         54   

Guanajuato

     62         51         53   

La Paz

     47         44         44   

Mexicali

     48         44         42   

Aguascalientes

     49         45         45   

Morelia

     56         48         49   

Los Mochis

     40         38         38   

Manzanillo

     35         33         33   
  

 

 

    

 

 

    

 

 

 

Total(1)

  901      878      877   
  

 

 

    

 

 

    

 

 

 

 

(1) Total at December 31, 2012, 2013 and 2014 includes 117, 128 and 137 employees, respectively, of Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., our administrative services subsidiary located in Guadalajara.
(2) As of April 10, 2015, CORSA employed 421 people, SIAP employed 378 people and Puerta Cero Parking, S.A. de C.V. employed 74 people.

As of December 31, 2014, 52.7% of our employees were non-unionized employees. The remaining 47.3% 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 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 2012, 2013 and 2014, we made a total of Ps.15.3 million, Ps.16.0 million and Ps.15.1 million, respectively, in payments to employees’ accounts pursuant to the savings plan.

 

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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.

 

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 6, 2015:

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)

     112,520,539         —           20.0         —     

Weston Hill Equity Holdings, LP(2)

     38,065,295         —           6.8         —     

Public (3)

     312,744,266         —           55.8         —     

 

(1) Based on the Schedule 13D amendment filed on April 6, 2015, by Grupo México.
(2) Based on the Schedule 13D amendment filed on December 10, 2014, by Weston Hill Equity Holdings, LP. Carlos Laviada Ocejo is a general partner of Weston Hill Equity Holdings, L.P. In addition, Mr. Laviada Ocejo and his wife, Laura Diez Barroso, are investors in CMA, which owns 66.66% of AMP. Mr. Laviada Ocejo directly beneficially owns 150,000 Series B shares, and Ms. Diez 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 1st, 2015, approximately 19.8% of our Series B shares were held in the form of ADSs. 31.7% of the holders of our ADSs (33 holders, including The Depository Trust Company) had registered addresses in the United States.

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.

 

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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.

Under the terms of the participation agreement and the trust agreement, AMP’s key 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.

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. Certain of our shareholders have objected to the renewal of the agreement and legal proceedings have been commenced. For more detail information see “Item 8, Financial Information – Legal Proceedings – Grupo México, S.A.B. de C.V. convokes Extraordinary Shareholders’ Meeting via irregular channels.”

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. Consumer Price Index) 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.

 

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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 2012 and 2013, we recognized expenses of Ps.1,315,000 (U.S.$101,075) and Ps.1,496,000 (U.S.$114,211), respectively, that were paid to AMP. In 2014, we did not recognize any such expenses. Pursuant to the technical assistance agreement, the fee paid to AMP and its affiliates was approximately Ps.155.1 million (U.S.$11.9 million), Ps.171.5 million (U.S.$13.1 million) and Ps.194.2 million (U.S.$13.2 million) for 2012, 2013 and 2014, 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

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.

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.

Grupo México and certain of its subsidiaries commenced two 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.

In particular, one subsidiary of Grupo México, Infraestructura y Transportes México, S.A. de C.V. (“ITM”), 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 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.

 

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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. Thereafter, this proceeding was referred to the second chamber of the Supreme Court with the Minister Alfredo Gutiérrez Ortiz Mena and, as of the date of this report, the Supreme Court has yet to rule on this matter.

Until a final decision not subject to appeal is issued, our bylaws remain valid and binding upon our shareholders. However, a final decision not subject to appeal that is adverse to our bylaws could adversely affect our operations in a manner that we cannot predict. Additionally, if successful, a final decision in the proceeding by ITM could affect AMP’s special rights. We cannot predict how the courts will decide the pending proceedings concerning the validity of our bylaws and AMP’s control in relation to our operations nor the content or reach of any decision rendered. For additional information, see “Item 3, Risk Factors – AMP controls our management, and AMP’s interests may differ from those of other shareholders.”

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 since 2012. Following the General Ordinary Shareholders’ Meeting that took place April 16, 2012, on June 4, 2012 we announced our awareness of a lawsuit by Grupo México and ITM. Plaintiffs in this proceeding sought to have items VII, VIII and IX of the resolutions adopted at the April 16, 2012 meeting, each related to the composition of our board of directors and appointment of members of our board of directors by Series B shareholders, declared void. Like the lawsuit filed by Grupo México following our April 27, 2011, shareholders’ meeting, this lawsuit relates to certain limitations set by our bylaws, pursuant to which Grupo México was permitted to appoint only one director.

 

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As a result of this lawsuit, a civil judge from the 16th Civil Court in Mexico City suspended the above-mentioned resolutions that had been adopted at the meeting on April 16, 2012. The decision bars the person appointed at the meeting to replace the second director proposed by Grupo México from participating in any event as a member of the board of directors. Additionally, one of our directors, Laura Diez Barroso Azcárraga, was barred from undertaking any functions as alternate to the chairman, Eduardo Sánchez Navarro Redo.

Additionally, following the General Ordinary Shareholders’ Meetings held on April 16, 2013, and April 23, 2014, Grupo Mexico and ITM filed new lawsuits against similar resolutions taken at such meetings. However, in contrast to the complaint regarding the General Ordinary Shareholders’ Meetings held on April 16, 2012, Grupo Mexico and ITM failed to obtain the requested injunctions to suspend the resolutions adopted at the General Ordinary Shareholders’ Meetings of April 16, 2013, and April 23, 2014.

We have responded to each of these lawsuits and have appealed the decision regarding the suspension of the resolutions adopted at the General Ordinary Shareholders’ Meeting that took place on April 16, 2012. 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 General Meeting held on September 25, 2012.

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 thus required an amount of 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 terms of this approved capital reduction by making a payment to Indeval (Institución para el Depósito de Valores) 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

 

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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, and we cannot provide any assurance as to any outcome or the content of any final ruling.

We filed legal action against all the Mexican stock market brokers, seeking adherence to our bylaws

In accordance with the decision of the Mercantile Judge that instructs us and our directors and officers to take all necessary legal measures to maintain and protect our bylaws (as described above), on February 15, 2012 we initiated a lawsuit against all Mexican stock market brokers seeking to defend our bylaws.

On February 29, 2012, we were informed that the court issued preliminary injunctions that require all Mexican stock market brokers to:

 

    Act in accordance with Mexican law, our bylaws and market regulations;

 

    Uphold our bylaws, including Article X;

 

    Not trade our shares for an individual, group or group of related entities, that could result in any way in the acquisition of an ownership position that exceeds the 10% maximum allowed by Article X of our bylaws; and

 

    Not acquire or, in any way, negotiate transactions involving our shares for Grupo México, ITM or any other entity that forms part of their business conglomerate, or is related thereto, since these entities have made known that they own an amount of our shares that is in excess of the maximum allowed by Article X of our bylaws.

On December 14, 2012, the State of Jalisco’s Fifth Mercantile Court issued a new ruling that lifted the injunctions restricting Mexican stock market brokers. On January 3, 2013, we appealed the decision before the appropriate judicial authority, and on October 30, 2013, a final appellate court ratified the injunctions we had initially obtained, and these injunctions remain in force.

Grupo México, S.A.B. de C.V. convokes Extraordinary Shareholders’ Meeting via irregular channels

On November 16, 2013, an Extraordinary Shareholders’ Meeting was convoked by means of a judicial order issued on November 12, 2013, by the 38th Judge for Civil Matters in the Federal District, upon a petition submitted by Grupo México. This Extraordinary Shareholders’ Meeting was to take place on December 3, 2013. The stated objective of the meeting was the possible approval of the non-renewal of the technical assistance agreement with AMP. We filed an amparo proceeding before the federal 6th Civil District Court for the First Circuit in order to halt the carrying out of the shareholders’ meeting, and a provisional suspension of the shareholders’ meeting was granted on November 27, 2013. In addition, we filed for an injunction against the meeting before the 10th Judge for Commercial Matters for the city of Guadalajara, Jalisco, from which we also received a favorable decision on November 29, 2013. Grupo México appealed this latter injunction, and they were successful in getting this injunction lifted on December 2, 2013. However, Grupo México did not appeal the November 27, 2013 injunction. Nonetheless, the Extraordinary Meeting did take place, in contravention of the court orders issued in respect of the amparo proceedings. On February 21, 2014, a Mexican federal final court of appeals declared as fully null and void the shareholders’ meeting that took place on December 3, 2013. As a result, all resolutions approved at this meeting were similarly declared null and void. This resolution is definitive and not appealable.

 

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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 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 1975 expropriation decree was confirmed by the appellate court, and our Guadalajara airport has not yet filed an appeal. In addition, on February 10, 2014, our Guadalajara airport received a notice from the agrarian court before which the ejido Santa Cruz del Valle proceeding is pending, claiming approximately five hectares of the area 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 agrarian court of the State of Jalisco has yet to accept jurisdiction, and this proceeding remains pending.

 

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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 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.

Proceedings before the Mexican Tax Authority regarding asset tax

On December 31, 2003, we commenced two administrative proceedings before the Mexican Tax Authority seeking (i) a reduction of the asset tax basis of, or the applicable rate for purposes of calculating asset tax liability on, our airport concessions, so that such basis only includes 15% of the concession value; and (ii) an increase of the recovery period for any asset taxes paid. Both proceedings seek to reduce our effective tax rate. Based on the advice of our tax advisors, our board of directors agreed to commence legal proceedings in Mexican Federal Tax Court, and in 2005, the tax court ruled that the Mexican Tax Authority must accept our method of calculating the asset tax basis or grant us a specific tax benefit.

The Mexican Tax Authority appealed this decision in federal court. As of December 31, 2014, the federal appeals have been resolved for all of our airports except the Hermosillo International Airport. On January 22, 2010, our Hermosillo airport filed a judicial annulment against the unfavorable court resolution denying recovery of the asset tax from 2005 and 2006. On July 8, 2014, the Hermosillo International Airport received a final resolution granting a refund of the asset taxes previously paid. However, the Mexican Tax Authority did not include the payment of interest generated during the trial in the resolution; therefore the airport will file again to request the pending payment of interest, amounting to an estimated Ps. 8.0 million.

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, Hermosillo and Manzanillo 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

 

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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 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.

On February 26, 2013, the municipal government of Manzanillo made certain inquiries and requested certain documents regarding our Manzanillo airport and its operation, in connection with their calculation of property taxes owed for commercial areas and the parking lot for the past five years. On March 20, 2013, our Manzanillo airport filed a lawsuit against the municipal government’s actions. As of the date of this report, this legal proceeding is pending, and we have not received any requirement for payment.

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 because, should a court determine that these property taxes must be paid in response to any future proceedings.

Federal tax proceedings against La Paz, Morelia and Los Mochis 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, Morelia and Los Mochis 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

 

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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, but not final resolution; the tax authority may still appeal this decision.

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, which remains pending resolution as of the date of this report.

Renewal of hotel lease at Guadalajara International Airport

A third party, Coco Club Hoteles y Morandas de México, S.A. de C.V. (“Coco Club”), was granted the right by ASA to operate a commercial space, including a hotel, at Guadalajara International Airport in exchange for the construction and remodeling of certain commercial areas and infrastructure at the airport, as well as the hotel. In September 1998, in exchange for its obligation to construct such hotel, Coco Club transferred all of these rights to a third party except for its right to operate the hotel for a period of fifteen years from March 1993. In May 2004, we recovered the right to operate the commercial areas previously operated by the third party that received its rights from Coco Club. Subject to the satisfaction of certain conditions, under the lease to operate the hotel, Coco Club was granted the right to renew the contract at below-market rates and continue operating the hotel for another fifteen-year period from March 2008. Because we did not believe that Coco Club satisfied all such conditions, we did not renew the lease to operate the hotel. As a result, in April 2008 we initiated legal proceedings against Coco Club to declare the lease void due to Coco Club’s failure to satisfy all the conditions in the prior lease agreement. On October 31, 2011, we received a favorable decision for the return of the hotel to the airport. On October 29, 2014, we received a final court order for eviction and took possession of the hotel.

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. We can provide no assurances as to what, if any, additional actions the CNBV may take as part of the administrative proceeding. Nor can we provide assurances that we will be successful in any 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.31.1 million (approximately U.S.$2.4 million). As of the date of this report, this appeal remains pending.

 

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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.735.5 million (historical value) at December 31, 2014 (excluding reserve amounts corresponding to 2013 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.

During 2013, dividends paid to non-resident holders with respect to our Series B shares and ADSs were not subject to Mexican withholding tax. However, due to the 2014 Fiscal Reform and thereafter, dividends paid to Mexican individuals or any foreign residents 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.1.13 billion in 2012, Ps.1.21 billion in 2013 and Ps.1.59 billion in 2014.

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 in future years. 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, 2014, we had accumulated approximately Ps.1.8 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  

2009

     13.95         32.68         21.57         42.23   

2010

     28.18         41.99         37.07         51.00   

2011

     32.18         42.72         44.80         51.13   

 

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Year ended December 31,    U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

2012

     34.13         62.58         44.00         74.70   

First Quarter

     34.51         39.23         46.77         51.00   

Second Quarter

     34.13         40.41         44.00         53.10   

Third Quarter

     34.87         43.62         49.59         55.00   

Fourth Quarter

     41.77         62.58         51.43         74.70   
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   
     U.S.$ per ADR(1)      Pesos per Series B Share  
     Low      High      Low      High  

Monthly Prices

           

November 2014

     68.00         70.70         91.90         96.54   

December 2014

     60.67         67.80         89.93         95.30   

January 2015

     61.63         69.61         91.24         101.93   

February 2015

     65.10         69.03         97.09         102.48   

March 2015

     60.30         66.76         94.06         101.24   

April 2015(2)

     66.36         67.21         99.93         101.01   

 

(1) 10 Series B shares per ADR.
(2) As of April 10, 2015.

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

 

    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.

 

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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 the S.D. Indeval, S.A. de C.V. Institución para el Depósito de Valores, or 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 twelve 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 newly required by law for publicly traded companies in Mexico), and to conform our bylaws to the provisions of the new 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 10, 2015:

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% may be converted each year. On or after August 25, 2014, all 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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    a merger by us with an entity the business of which is not directly related to the business of us or our subsidiaries; or

 

    a spin-off, dissolution or liquidation of us.

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 shareholders’ Annual General Meeting, the board of directors will submit to the shareholders for their approval our audited consolidated financial statements for the preceding fiscal year. 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.”

 

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At the Annual General Meeting held on April 16, 2012, we declared a dividend of Ps.1.13 billion, or Ps.2.1292 per common share. The first payment for that dividend in the amount of Ps.847.5 million was made on May 31, 2012, and the remaining Ps.282.5 million was paid on November 1, 2012. At the Annual General 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 Annual General Meeting held on April 23, 2014, we declared a dividend of Ps.1.59 billion, or Ps.3.0253 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 Stockholders’ Meeting held on April 23, 2014, the shareholders approved a capital distribution of Ps.1.51 billion, or Ps.2.8730 per common share. The payment of this capital distribution was completed on May 8, 2014.

In an Extraordinary Shareholders’ Meeting held on September 25, 2012, the shareholders approved a capital distribution to be paid in cash for Ps.870.0 million, which is comprised of Ps.572.5 million for common stock with a historical value and Ps.297.5 million for the value of inflation recognized through December 31, 2007 in according with Mexican Financial Reporting Standards. This is because for legal and tax purposes in Mexico, Grupo Aeroportuario del Pacífico, S.A.B. de C.V., as an individual entity, will continue preparing and presenting separate financial information under MFRS. Therefore, for any transaction related to Stockholders’ Equity, the Company must take into consideration the accounting balances prepared under MFRS and determine the tax effects under applicable laws in Mexico, which require financial information prepared using MFRS.

As a part of the adoption of IFRS in 2012, the effects of inflation recognized in the Stockholders’ Equity under MFRS until December 31, 2007, were reclassified to retained earnings, as the cumulative inflation recognized under IFRS occurred during periods that were not considered to be hyperinflationary in IFRS. As a result, the effects of inflation for the common stock reduction of Ps.297.5 million recorded under MFRS is presented as a reduction to retained earnings for IFRS purposes, which is the account where these effects were reclassified at the date of transition to IFRS (January 1, 2011).

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:

 

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    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;

 

    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

 

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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.

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.

At the Annual General Meeting held on April 16, 2012, a stock buy-back program for Series B shares was approved for a maximum amount of Ps.280.0 million for the twelve months following April 16, 2012. However, we did not make any repurchases during this period.

At the Annual General Meeting held on April 16, 2013, a stock buy-back program for Series B shares was approved for a maximum amount of Ps.640 million for the twelve months following April 24, 2013. During the period from April 24, 2013 to March 31, 2014, we purchased 5,345,053 shares at an average price of Ps.67.66 for Ps.359.3 million.

At the Annual General Meeting held on April 23, 2014, a stock buy-back program for Series B shares was approved for a maximum amount of Ps.400 million for the twelve months following April 24, 2013. During the period from April 25, 2014 to March 31, 2015, we purchased no shares. See “Item 16E, Purchases of Equity Securities by the Issuer and Affiliated Purchasers.”

 

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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.

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.

 

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    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.

 

    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, ending in the year 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, Regulatory Framework - Sources of Regulation” and “Item 4, Regulatory Framework – Scope of Concessions” and “Item 4, Regulatory Framework – 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.”

 

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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 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.

 

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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.

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.

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

 

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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.

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

 

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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).

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 cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

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).

 

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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.

Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the peso relative to the dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are collected in pesos based on the average exchange rate for the prior month. In 2012, 2013 and 2014, approximately 25.9%, 26.2% and 27.9%, respectively, of our total revenues were derived from passenger charges for international passengers (in 2012, 2013 and 2014, 29.3%, 28.6% and 29.4%, 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 12.6% annual depreciation of the peso compared to the U.S. dollar as of December 31, 2014, we estimate that our passenger charges revenues from international passengers would have increased by Ps.195.3 million if such depreciation had not taken place.

As of December 31, 2012 and 2013, 21.3% and 15.9%, respectively, of our cash and marketable securities were denominated in dollars. As of December 31, 2014, no cash and marketable securities were denominated in dollars.

We did not have any relevant foreign currency indebtedness at December 31, 2012, 2013 and 2014. In the event that we incur foreign currency denominated indebtedness in the future, decreases in the value of the peso relative to the dollar will increase the cost in pesos of servicing such indebtedness.

At December 31, 2012, 2013 and 2014, 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 8.52%, and the unpaid balance as of December 31, 2014 was Ps.21.9 million. 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 Tasa de Interés Interbancaria de Equilibrio, or Interbank Equilibrium Interest Rate (“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

 

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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 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. We had approximately Ps.1.6 billion in variable rate debt at December 31, 2014. On February 20, 2015, we issued Ps.2.6 billion in Certificados Bursátiles with which we repaid all remaining bank debt. 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, 2014, we paid Ps.95.5 million of interest expense under variable interest rate loans, with an average TIIE rate of 3.3% 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.6.8 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. We received U.S.$174.5 thousand in reimbursements from the depositary during 2012. On January 31, 2014, we received U.S.$286.8 thousand in reimbursements for expenses from 2013 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, 2014.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that 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, 2014. 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.

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, 2014.

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, 2014, 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, 2014, 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, 2014 of the Company and our report dated February 25, 2015 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 25, 2015

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 2014 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 Guzmán as President of the Audit Committee and also as the financial expert of that Committee. For a discussion of Mr. Cárdenas Guzmán’s 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, 2012, 2013 and 2014:

 

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

Audit fees

   Ps. 6,053       Ps. 6,079       Ps. 6,625   

Audit-related fees

     2,929         2,945         3,166   

Tax fees

     522         67         —     

Other fees

     1,430         1,287         1,501   
  

 

 

    

 

 

    

 

 

 

Total fees

Ps.  10,934    Ps. 10,378    Ps.  11,292   
  

 

 

    

 

 

    

 

 

 

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 dollar value) of shares that may yet be purchased under our plans and programs.

Shares Repurchased Pursuant to the Share Repurchase Program

 

2014

   (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

     517,561         66.30         517,561         2.3   

February 1-28

     500,000         70.05         500,000         2.4   

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

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

2014 Total

  1,017,561      68.18      1,017,561      4.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(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 2014, 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 Annual General Meeting held on April 16, 2012, a stock buy-back program was approved under Mexican Securities Law, for the maximum amount of Ps.280.0 million for the twelve months following meeting. No shares were repurchased under the buyback program in 2012. At the Annual General Meeting held on April 16, 2013, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps.640 million for the twelve months following April 24, 2013. At the Annual General Meeting held on April 23, 2014, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps.400 million for the twelve months following April 23, 2014.

As of December 31, 2012, 2013 and 2014, there was a total balance of 30,279,400, 34,406,892 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 chairman 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 chairman 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

 

(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)).

  

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.

 

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.

 

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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 chairman 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 increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval.

 

Mexican law and our bylaws require us to obtain shareholder approval of the issuance of new equity securities.

 

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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 therefore, 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, 2014 and 2013

     F-3   

Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012

     F-5   

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2014, 2013 and 2012

     F-6   

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012

     F-7   

Notes to Consolidated Financial Statements

     F-9   

 

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 Mexican Airport and Auxiliary Services Agency, 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 16, 2015


Table of Contents

 

 

Grupo Aeroportuario del Pacífico,

S.A.B. de C.V. and Subsidiaries

 

Consolidated Financial Statements as of December 31, 2014 and 2013 and for the Years Ended December 31, 2014, 2013 and 2012 and Report of Independent Registered Public Accounting Firm Dated February 25, 2015

 


Table of Contents

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

Report of Independent Registered Public Accounting Firm and 2014, 2013 and 2012 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, 2014 and 2013

  F-3   

Consolidated Statements of Profit or Loss and Other Comprehensive Income for the Years Ended December  31, 2014, 2013 and 2012

  F-5   

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December  31, 2014, 2013 and 2012

  F-6   

Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012

  F-7   

Notes to Consolidated Financial Statements

  F-9   

 

i


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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 statements of financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2014 and 2013, and the related consolidated statements of profit or loss and other comprehensive income, changes in shareholders’ equity and cash flows for the years ended December 31, 2014, 2013 and 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the consolidated financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries as of December 31, 2014 and 2013, and their results of operations, changes in their shareholders’ equity and their cash flows for the years ended December 31, 2014, 2013 and 2012, in conformity 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.

 

F-1


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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 25, 2015 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Galaz, Yamazaki, Ruiz Urquiza, S. C.

Member of Deloitte Touche Tohmatsu Limited

C.P.C. Salvador A. Sánchez Barragán

Guadalajara, Jalisco, Mexico

February 25, 2015

 

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, 2014 and 2013

(In thousands of Mexican Pesos)

Assets

 

     December 31, 2014      December 31, 2013  

Current assets:

     

Cash and cash equivalents (Note 5)

   Ps.  1,595,502       Ps.  2,168,187   

Financial investments held for trading purposes (Note 6)

     —           410,433   

Trade accounts receivable – net (Note 7)

     337,581         207,515   

Recoverable taxes and undue payments (Note 13.b)

     124,616         82,846   

Other current assets

     4,872         3,106   
  

 

 

    

 

 

 

Total current assets

  2,062,571      2,872,087   

Advance payments to suppliers

  30,288      82,843   

Machinery, equipment and improvements on leased buildings – net (Note 8)

  812,653      873,541   

Improvements to concession assets – net (Note 9)

  5,148,431      5,002,667   

Airport concessions – net (Note 10)

  9,611,296      9,895,346   

Rights to use airport facilities – net (Note 11)

  1,157,093      1,213,792   

Other acquired rights – net (Note 12)

  565,084      581,781   

Deferred income taxes – net (Note 13.e)

  4,851,164      4,673,687   

Other assets – net

  47,627      38,856   
  

 

 

    

 

 

 

Total

Ps.  24,286,207    Ps.  25,234,600   
  

 

 

    

 

 

 

 

(Continued)

 

F-3


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Grupo Aeroportuario del Pacĺfico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 2014 and 2013

(In thousands of Mexican Pesos)

 

Liabilities and Stockholders’ Equity

 

     December 31, 2014     December 31, 2013  

Current liabilities:

    

Current portion of long-term bank loans (Note 15)

   Ps. 978,538      Ps. 637,577   

Concession taxes payable

     38,704        36,335   

Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V. (Note 28)

     124,957        102,394   

Accounts payable (Note 14)

     300,642        316,233   

Taxes payable

     41,211        23,765   

Income taxes payable (Note 13)

     98,174        95,850   
  

 

 

   

 

 

 

Total current liabilities

  1,582,226      1,212,154   

Deposits received in guarantee (Note 7)

  597,139      522,204   

Employee benefits (Note 16)

  80,015      70,632   

Long-term bank loans (Note 15)

  740,936      1,216,899   
  

 

 

   

 

 

 

Total liabilities

  3,000,316      3,021,889   
  

 

 

   

 

 

 

Stockholders’ equity (Note 17):

Common stock

  13,937,322      15,447,322   

Repurchased shares

  (1,733,374   (1,664,034

Legal reserve

  735,491      635,914   

Reserve for repurchase of shares

  2,133,374      2,027,302   

Retained earnings

  6,213,078      5,766,207   
  

 

 

   

 

 

 

Total stockholders’ equity

  21,285,891      22,212,711   
  

 

 

   

 

 

 

Total

Ps.  24,286,207    Ps. 25,234,600   
  

 

 

   

 

 

 

 

(Concluded)

 

F-4


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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, 2014, 2013 and 2012

(In thousands of Mexican Pesos, except per share amounts)

 

     2014     2013     2012  

Revenues (Note 18):

      

Aeronautical services

   Ps. 3,925,736      Ps. 3,616,616      Ps. 3,365,982   

Non-aeronautical services

     1,338,542        1,170,492        1,008,452   

Improvements to concession assets

     281,874        440,728        570,233   
  

 

 

   

 

 

   

 

 

 
  5,546,152      5,227,836      4,944,667   
  

 

 

   

 

 

   

 

 

 

Operating costs:

Cost of services (Note 19)

  1,161,588      1,128,951      1,060,002   

Technical assistance fees (Note 28)

  194,228      171,470      155,072   

Concession taxes (Note 1.a)

  261,577      237,728      217,295   

Depreciation and amortization (Note 20)

  925,220      883,235      827,230   

Cost of improvements to concession assets (Note 22)

  281,874      440,728      570,233   

Other (income) expenses – net

  (43,424   (7,453   1,333   
  

 

 

   

 

 

   

 

 

 
  2,781,063      2,854,659      2,831,165   
  

 

 

   

 

 

   

 

 

 

Income from operations

  2,765,089      2,373,177      2,113,502   
  

 

 

   

 

 

   

 

 

 

Finance (cost) income – net (Note 23)

Interest income

  71,376      124,223      122,078   

Interest expense

  (86,601   (179,145   (121,319

Exchange gain (loss) – net

  7,235      3,763      (14,782
  

 

 

   

 

 

   

 

 

 
  (7,990   (51,159   (14,023
  

 

 

   

 

 

   

 

 

 

Income before income taxes

  2,757,099      2,322,018      2,099,479   

Income tax expense (Note 13.c):

Current

  760,508      653,565      551,760   

Deferred

  (245,929   (577,777   (224,311
  

 

 

   

 

 

   

 

 

 
  514,579      75,788      327,449   
  

 

 

   

 

 

   

 

 

 

Consolidated comprehensive income

Ps. 2,242,520    Ps. 2,246,230    Ps. 1,772,030   
  

 

 

   

 

 

   

 

 

 

Weighted average number of common shares outstanding

  525,636,745      530,061,831      530,720,600   
  

 

 

   

 

 

   

 

 

 

Basic and diluted earnings per share (in Mexican Pesos,
Note 3.p)

Ps. 4.2663    Ps. 4.2377    Ps. 3.3389   
  

 

 

   

 

 

   

 

 

 

 

F-5


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, 2014, 2013 and 2012

(In thousands of Mexican Pesos)

 

    Number of
Shares
    Common stock     Repurchased
shares
    Legal
reserve
    Reserve for
repurchase
of shares
    Retained
earnings
    Total
stockholders’
equity
 

Balances as of January 1, 2012

    561,000,000      Ps. 16,019,823      Ps.  (1,387,302)        Ps. 479,255      Ps. 1,387,302      Ps. 5,182,105      Ps. 21,681,183   

Transfer of earnings to legal reserve (Note 17.g)

    —          —          —          74,222        —          (74,222     —     

Dividends declared and paid, Ps. 2.1292 pesos per share (Note 17.b)

    —          —          —          —          —          (1,130,000     (1,130,000

Reserve for repurchase of shares (Note 17.b)

    —          —          —          —          280,000        (280,000     —     

Capital distribution (Note 17.c)

    —          (572,501     —          —          —          (297,499     (870,000

Comprehensive income

    —          —          —          —          —          1,772,030        1,772,030   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2012

    561,000,000        15,447,322        (1,387,302     553,477        1,667,302        5,172,414        21,453,213   

Transfer of earnings to legal reserve (Note 17.g)

    —          —          —          82,437        —          (82,437     —     

Dividends declared and paid, Ps. 2.2837 pesos per share (Note 17.d)

    —          —          —          —          —          (1,210,000     (1,210,000

Reserve for repurchase of shares (Note 17.d)

    —          —          —          —          360,000        (360,000     —     

Repurchase of 4,127,492 shares (Note 17.h)

    —          —          (276,732     —          —          —          (276,732

Comprehensive income

    —          —          —          —          —          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   

Transfer of earnings to legal reserve (Note 17.g)

    —          —          —          99,577        —          (99,577     —     

Dividends declared and paid, Ps. 3.0249 pesos per share (Note 17.e)

    —          —          —          —          —          (1,590,000     (1,590,000

Capital distribution (Note 17.f)

      (1,510,000             (1,510,000

Reserve for repurchase of shares (Note 17.e)

    —          —          —          —          106,072        (106,072     —     

Repurchase of 1,017,561 shares (Note 17.h)

    —          —          (69,340     —          —          —          (69,340

Comprehensive income

    —          —          —          —          —          2,242,520        2,242,520   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances as of December 31, 2014

    561,000,000      Ps. 13,937,322      Ps. (1,733,374)        Ps. 735,491      Ps. 2,133,374      Ps. 6,213,078      Ps.   21,285,891   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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

Consolidated Statements of Cash Flows

For the years ended December 31, 2014, 2013 and 2012

(In thousands of Mexican Pesos)

 

     2014     2013     2012  

Cash flows from operating activities:

      

Consolidated net income

   Ps.  2,242,520      Ps.  2,246,230      Ps.  1,772,030   

Adjustments for:

      

Employee benefits

     9,383        10,342        12,393   

Bad debt expense

     15,056        11,758        16,869   

Depreciation and amortization

     925,220        883,235        827,230   

Net loss on derivative financial instruments – net

     340        705        3,424   

Interest expense on bank loans

     65,730        115,612        102,136   

Income tax expense

     514,579        75,788        327,449   
  

 

 

   

 

 

   

 

 

 
  3,772,828      3,343,670      3,061,531   

Changes in working capital:

(Increase) decrease in:

Financial investments held for trading purposes

  410,433      23,140      (155,224

Trade accounts receivable

  (145,122   25,523      32,838   

Recoverable income tax and other current assets

  25,047      74,695      95,385   

Recoverable income tax

  269      1,592      (1,861

Increase (decrease) in:

Concession taxes payable

  2,369      4,108      (1,266

Aeropuertos Mexicanos del Pacífico, S.A.P.I. de C.V.

  22,563      17,073      13,871   

Accounts payable

  37,772      (13,057   32,788   

Taxes payable

  17,446      4,144      805   

Deposits received in guarantee

  74,935      91,579      114,226   
  

 

 

   

 

 

   

 

 

 

Cash generated by operating activities

  4,218,540      3,572,467      3,193,093   

Income tax paid

  (758,310   (607,754   (531,819
  

 

 

   

 

 

   

 

 

 

Net cash flows provided by operating activities

  3,460,230      2,964,713      2,661,274   
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities:

Purchases of machinery, equipment, improvements on leased buildings, improvements to concession assets and advance payments to suppliers

  (620,266   (686,270   (979,014

Cash flows from sales of machinery and equipment

  435      677      4,251   

Other investing activities

  (13,209   4,642      (9,022
  

 

 

   

 

 

   

 

 

 

Net cash flows used in investing activities

  (633,040   (680,951   (983,785
  

 

 

   

 

 

   

 

 

 

 

(Continued)

 

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Grupo Aeroportuario del Pacĺfico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2014, 2013 and 2012

(In thousands of Mexican Pesos)

 

     2014     2013     2012  

Cash flows from financing activities:

      

Dividends declared and paid

     (1,590,000     (1,210,000     (1,130,000

Capital distribution

     (1,510,000     —          (870,000

Repurchase of shares

     (69,340     (276,732     —     

Proceeds from bank loans

     1,378,881        488,204        601,327   

Payments on bank loans

     (1,513,883     (646,452     (612,222

Interest paid on bank loans

     (95,533     (134,278     (137,921
  

 

 

   

 

 

   

 

 

 

Net cash flows used in financing activities

  (3,399,875   (1,779,258   (2,148,816
  

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

  572,685      504,504      (471,327

Cash and cash equivalents at beginning of year

  2,168,187      1,663,683      2,135,010   
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents at the end of year

Ps.  1,595,502    Ps.  2,168,187    Ps.  1,663,683   
  

 

 

   

 

 

   

 

 

 

Non-cash investing activities:

Purchases of machinery, equipment, improvements on leased buildings and improvements to concession assets on account

Ps.   86,383    Ps.  135,386    Ps.  163,644   
  

 

 

   

 

 

   

 

 

 

 

 

(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, 2014, 2013 and 2012

(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. 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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  b. Significant events

 

    On February 4, 2014, the Company pre-paid the balances for the second arrangement of its loan with Banco Nacional de México, S.A (Banamex) and HSBC México, S.A. (HSBC) on December 9, 2009, described in Note 15. The payment amount was for Ps. 108,791 for each institution, therefore such loans were fully paid.

 

    At an Ordinary General Stockholder’s Meeting held on April 23, 2014, the stockholders approved a dividend payment of Ps. 1,590,000 to be divided between each of the shares outstanding at the date of payment, excluding shares repurchased by the Company, in each date of payment in accordance with article 56 of Securities Market Law. The first dividend payment of Ps. 1,192,500 was made on May 22, 2014 and the second dividend payment of Ps. 397,500 was made on July 4, 2014, as mentioned in Note 17.e.

 

    On May 8, 2014, the Company made a payment of Ps. 1,510,000 of capital distribution of Ps. 2.8727 per outstanding share, which was approved at the Extraordinary General Stockholders’ Meeting on 23 April 2014, as disclosed in Note 17.f.

 

    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. 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.

 

    On September 2, 2014, the first school directly operated by Fundación Grupo Aeroportuario del Pacífico, A.C., started operations, which is financed 100% by the Entity and is located near the Guadalajara airport. In its inaugural year, it began with students from first grade, and in the following years it will be developing and adding new grades until the sixth grade, with a maximum capacity for 360 students.

 

    On September 14, 2014, the Hurricane Odile impacted the coasts of Baja California Sur, affecting the infrastructure of the Los Cabos International Airport and La Paz International Airport.

The Los Cabos International Airport suffered severe damage at the interior of Terminals 1 and 2, as well as in the operating areas, among others. Despite the damages, the Airport operated from September 15 to 19 evacuating approximately 25 thousand passengers using an airlift provided by domestic and international airlines. From September 15 to October 2, cleaning and replacement of equipment was performed, in order to reinitiate operations. Commercial domestic flights were reinstated on October 3 and commercial international flights were reinstated on October 8. At December 31, 2014, the Los Cabos International Airport presents a significant advance in their rehabilitation and acquisition of damaged equipment. The Company estimates that in April 2015 the Airport will be operating at its regular capacity. Damages to the La Paz International Airport were minor, and it was able to re-initiate operations almost immediately. The amount to refurbish the terminal building and replace the damage equipment is estimated in Ps. 300,000, approximately. At December 31, 2014, the Company has incurred expenses for remodeling of Ps. 43,671 and have received reimbursements by the insurance company for Ps. 74,500, which are presented net in other (income) expense in the statement of profit or loss and other comprehensive income.

 

    On October 10, 2014, the rating agency Standard & Poor’s assigned a long-term credit rating of ‘mxAAA’ on the CaVal (Mexico) national scale, with a ‘Stable’ outlook to the Company.

 

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    On October 24, 2014, the Company prepaid the outstanding balance of the loan with BBVA Bancomer it signed on April 10, 2013, which is described in Note 15. The payment amount was Ps. 66,411, with the loan being paid in full.

 

    On November 28, 2014, Entity signed with Scotiabank Inverlat (Scotiabank) an unsecured credit line totaling Ps. 1,741,000 as explained in Note 15, which will be used to prepay the credit loans previously contracted by certain subsidiaries with other banks and maintain the same level of debt but with more current credit conditions. The first withdrawal was made on December 3, 2014 by Ps.730,000. At December 31, 2014, there is a balance of Ps. 1,011,000 available to withdraw.

 

    On December 5, 2014, the Company prepaid the outstanding balance of the fifth disbursement associated with the loan agreement signed with BBVA Bancomer on November 23, 2012, which is described in Note 15. The payment was for Ps. 33,337, resulting in the loan being fully paid.

 

    On December 19, the rating agency Moody’s assigned a long-term credit rating of “Baal” Global scale and ‘Aaa.mx’ national scale, with a ‘Stable’ outlook for the Company.

 

    On December 22, 2014, the Company prepaid the outstanding balance of the second disbursement of the loan agreement signed with BBVA Bancomer on November 23, 2012, which is described in Note 15. The payment was for Ps. 41,626, resulting in the loan being fully paid.

 

    On December 23, 2014, the Company prepaid the outstanding balance of the third disbursement of the loan agreement signed with HSBC on May 26, 2011, which is described in Note 15. The payment was for Ps. 130,407 resulting in the loan being fully paid.

 

    On December 26, 2014, the Company prepaid the outstanding balance of the third disbursement of the loan agreement signed with BBVA Bancomer on April 10, 2013, which is described in Note 15. The payment was for Ps. 48,471, resulting in the loan being fully paid.

 

    In December 2014, the Master Development Program (MDP) for the period 2015-2019 was approved by the SCT, and the amount of investments is disclosed in Note 24.c. Likewise, the maximum tariffs applicable to regulated revenues were also authorized for that same period.

 

    During 2014, the Company entered into a loan agreement with Scotiabank for Ps. 270,000 in order to finance capital investments committed in the 2014 MDP for the Guadalajara, Puerto Vallarta and San Jose del Cabo airports; also two revolving loans were signed, with BBVA Bancomer for Ps. 92,100 and with HSBC for Ps. 100,500 for the Guadalajara, Hermosillo, Puerto Vallarta and San Jose del Cabo airports. Such contracts and credit lines were prepaid, BBVA Bancomer and HSBC on December 5, 2014 for Ps. 92,100 and Ps. 100,500, respectively, and Scotiabank on December 30, 2014 for Ps. 256,500, resulting in the loans being fully paid.

 

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.

 

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  c. Basis of measurement – The consolidated financial statements have been prepared on a historical cost basis, except for the following significant accounts: (i) certain financial instruments recognized at fair value, (ii) the liability for postemployment benefits, which is recognized net of unrecognized costs for past services and the present value of the obligation for such benefits, and (iii) certain financial liabilities recognized at amortized cost.

The different measurement principles utilized include the following:

 

    Historical cost – Historical cost is generally based on the fair value of the amount given in exchange for assets.

 

    Fair value – The fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the valuation date.

 

    Present value – Some financial assets are recorded at the discounted present value of future cash inflows that those assets are expected to generate in the ordinary course of business. Liabilities are recorded at the discounted present value of future cash outflows required to settle these liabilities in the ordinary course of business.

 

    Amortized cost –The amortized cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured at initial recognition minus principal repayments, using the effective interest method of any difference between that initial amount and the maturity amount, and minus any reduction (directly or through the use of an allowance account) for impairment or uncollectability.

 

  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, 2014 2013 and 2012, of which it owns 99.99% of the shares representing their common stock. The consolidated subsidiaries are as follows:

 

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

 

    Aeropuerto del Bajio, 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 Jose del Cabo, S.A. de C.V.

 

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

 

    Corporativo de Servicios Aeroportuarios, S.A. de C.V. (CORSA)

 

    Fundación Grupo Aeroportuario del Pacífico, A.C. (Fundación GAP)

 

    GA del Pacífico Partipacoes do Brasil LTDA

 

    Puerta Cero Parking, S.A. de C.V. (PCP)

 

    Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (SIAP)

All significant intercompany balances, transactions and investments have been eliminated in the accompanying consolidated financial statements. The Company has power to control when the investment is exposed or has rights, to variable returns from its involvement in the subsidiary and has the ability to affect those returns through its power over these. The existence and effect of potential

 

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voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. Subsidiaries are consolidated from the date on which control is transferred to the Company, and are no longer consolidated from the date that control is lost.

 

  e. Application of new and revised International Financing Reporting Standards (“IFRSs”) and interpretations that are mandatorily effective for the current year

Amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities

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, 2014.

The Company has applied the amendments to IFRS 10, IFRS 12 and IAS 27 Investment Entities for the first time in the current year. The amendments to IFRS 10 define an investment entity and require a reporting entity that meets the definitions of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements.

To qualify as an investment entity, a reporting entity is required to:

 

    Obtain funds from one or more investors for the purpose of providing them with investment management services.

 

    Commit to its investor(s) that its business purpose is to invest funds solely for returns from capital appreciation, investment income, or both; and

 

    Measure and evaluate performance of substantially all of its investments on a fair value basis.

Consequential amendments have been made to IFRS 12 and IAS 27 to introduce new disclosure requirements for investment entities

As the Company is not an investment entity (assessed based on the criteria set out in IFRS 10 as of January 1, 2014), the application of the amendments has had no impact on the disclosure or the amounts recognized in the Company´s consolidated financial statements

Amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities

The amendments to IAS 32 Offsetting Financial Assets and Financial Liabilities clarify the requirements relating to the offset of financial assets and financial liabilities. Specifically, the amendments clarify the meaning of “currently has a legally enforceable right of set-off” and “simultaneous realization and settlement.”

The application of the amendments had had no impact on the amounts recognized or disclosed in the consolidated financial statements.

Amendments to IAS 19 Defined Benefit Plans: Employee Contributions

The amendments to IAS 19 clarify how an entity should account for contributions made by employees or third parties to defined benefit plans, based on whether those contributions are dependent on the number of years of service provided by the employee.

For contributions that are independent of the number of years of service, the entity may either recognize the contributions as a reduction in the service cost in the period in which the related service is rendered, or to attribute them to the employees’ periods of service using the projected unit credit method; whereas for contributions that are dependent on the number of years of service, the entity is required to attribute them to the employees’ periods of service.

 

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The application of the amendments has had no impact on the amounts recognized in the consolidated financial statements.

Annual Improvements to IFRSs 2010-2012 Cycle

The Annual Improvements to IFRSs 2010-2012 Cycle include a number of amendments to various IFRSs, which are summarized below.

The amendments to IFRS 2 (i) change the definitions of ‘vesting condition’ and ‘market condition’; and (ii) add definitions for ‘performance condition’ and ‘service condition’ which were previously included within the definition of ‘vesting condition.’ The amendments to IFRS 2 are effective for share-based payment transactions for which the grant date is on or after July 1, 2014.

The amendments to IFRS 3 clarify that contingent consideration that is classified as an asset or a liability should be measured at fair value at each reporting date, irrespective of whether the contingent consideration is a financial instrument within the scope of IFRS 9 or IAS 39 or a non-financial asset or liability. Changes in fair value (other than measurement period adjustments) should be recognized in profit and loss. The amendments to IFRS 3 are effective for business combinations for which the acquisition date is on or after July 1, 2014.

The amendments to IFRS 8 (i) require an entity to disclose the judgments made by management in applying the aggregation criteria to operating segments, including a description of the operating segments aggregated and the economic indicators assessed in determining whether the operating segments have ‘similar economic characteristics’; and (ii) clarify that a reconciliation of the total of the reportable segments’ assets to the entity’s assets should only be provided if the segment assets are regularly provided to the chief operating decision-maker.

The amendments to IAS 16 and IAS 38 remove perceived inconsistencies in the accounting for accumulated depreciation/amortization when an item of property, plant and equipment or an intangible asset is revalued. The amended standards clarify that the gross carrying amount is adjusted in a manner consistent with the revaluation of the carrying amount of the asset and that accumulated depreciation or amortization is the difference between the gross carrying amount and the carrying amount after taking into account accumulated impairment losses.

The amendments to IAS 24 clarify that a management entity providing key management personnel services to a reporting entity is a related party of the reporting entity. Consequently, the reporting entity should disclose as related party transactions the amounts incurred for the service paid or payable to the management entity for the provision of key management personnel services. However, disclosure of the components of such compensation is not required.

The application of these amendments did not have impact on the Company’s consolidated financial statements.

Annual Improvements to IFRSs 2011-2013 Cycle

The Annual Improvements to IFRSs 2011-2013 Cycle include a number of amendments to various IFRSs, which are summarized below.

The amendments to IFRS 1 clarify the meaning of “effective IFRS” with which first adoptants are allowed to apply a new IFRS even if it is not compulsory, if such IFRS allows its anticipated application.

The amendments to IFRS 3 clarify that the standard does not apply to the accounting for the formation of all types of joint arrangement in the financial statements of the joint arrangement itself.

The amendments to IFRS 13 clarify that the scope of the portfolio exception for measuring the fair value of a group of financial assets and financial liabilities on a net basis includes all contracts that are within the scope of, and accounted for in accordance with, IAS 39 or IFRS 9, even if those contracts do not meet the definitions of financial assets or financial liabilities within IAS 32.

 

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The amendments to IAS 40 clarify that IAS 40 and IFRS 3 are not mutually exclusive and application of both standards may be required. Consequently, an entity acquiring investment property must determine whether:

(a) The property meets the definition of investment property in terms of IAS 40; and

(b) The transaction meets the definition of a business combination under IFRS 3.

The application of these amendments did not have impact on the Company’s consolidated financial statements.

Amendments to IAS 39 Novation of Derivatives and Continuation of Hedge Accounting

The amendments to IAS 39 provide relief from the requirement to discontinue hedge accounting when a derivative designated as a hedging instrument is novated under certain circumstances. The amendments also clarify that any change to the fair value of the derivative designated as a hedging instrument arising from the novation should be included in the assessment and measurement of hedge effectiveness.

As the Company does not have any derivatives that are subject to novation, the application of these amendments has had no impact on the disclosures or on the amounts recognized in the consolidated financial statements.

IFRIC 21 Levies

IFRIC 21 addresses the issue as to when to recognize a liability to pay a levy imposed by a government. The Interpretation defines a levy, and specifies that the obligating event that gives rise to the liability is the activity that triggers the payment of the levy, as identified by legislation. The Interpretation provides guidance on how different levy arrangements should be accounted for, in particular, it clarifies that neither economic compulsion nor the going concern basis of financial statements preparation implies that an entity has a present obligation to pay a levy that will be triggered by operating in a future period.

The application of this Interpretation has had no impact on the disclosures or on the amounts recognized in the Company’s consolidated financial statements.

 

  f. Functional and presentation currency – The consolidated financial statements and notes as of December 31, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012, are prepared in pesos, which is the functional currency of the Company and its subsidiaries and are presented in thousands of pesos.

 

  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:

 

    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.f)

 

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    Recovery of tax on assets paid in prior years (Note 13.i)

 

    Assumptions used to determine liabilities for retirement benefits (Note 16)

 

    Contingency liabilities (Note 25)

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 concession and has 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 years ended December 31, 2014, 2013 and 2012, 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.

 

3. Summary of 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 assets and liabilities

Financial assets – Financial assets are recognized when the Company becomes a contractual party to the terms of the related instruments.

 

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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 6.

 

    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.

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.

 

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    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.

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 invested in Mexican Treasury Bills (CETES), as well as cash equivalents designated for expenditure, held in trust, which are available for immediate use but have been designated for a particular purpose (see Note 5). Cash is stated at nominal value and cash equivalents are valued at fair value; generated yields and fluctuations in value are recognized as interest income as earned.

 

  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 (expenses) income in the consolidated statement of profit and loss and other comprehensive income.

 

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    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, since 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 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 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    30%

Transportation equipment

   4    25%

Communication equipment

   10 - 4 - 3.3    10% - 25% - 30%

Improvements on leased buildings

   10    10%

 

  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 at the end of the term of the Concession. Under the Company’s concession agreements, through the Master Development Programs agreed with the Mexican government 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 exchange for investing in those additions and upgrades, the Mexican 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 the Mexican 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 for 50 years since its acquisition.

 

    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.

 

    Other acquired rights – These 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, these rights are recorded at its acquisition cost.

 

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    Amortization – After to its initial recognition, intangible assets are valued at acquisition cost plus capitalized borrowing costs that are recognized, less accumulated depreciation and accumulated impairment losses. Depreciation 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    2%

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.

 

  f. Impairment

 

    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 earnings 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 current earnings on a prospective basis and cannot exceed the amount of the impairment previously recognized.

 

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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). An impairment loss is recognized immediately in profit and loss.

The Company’s individual airports 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 at a consolidated basis.

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 cash-generating unit) 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.

 

  g. 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.

 

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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.

 

  h. 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.

 

  i. 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 does not have finance leases either as a lessee or lessor. The Company’s accounting policy as a lessor is disclosed in Note 3.m.

 

  j. 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.

 

  k. Direct employee benefits – 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.

 

  l. Employee benefits – The seniority premium liability and severance of the personnel to the retirement age 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.

 

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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.

 

  m. 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.

 

    Aeronautical services – The majority of the Company’s revenues 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.

 

    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.

 

  n. Foreign currency transactions – Foreign currency transactions are recorded at the exchange rate in effect on the day before the transaction date, published by the Central Bank of Mexico in the Federal Official Gazette (the difference between exchange rates in effect at the transaction date and the rates used by the Company are not considered material).

 

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Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at the consolidated statement of financial position date. Exchange fluctuations are recognized as interest income as earned in the finance cost, as exchange gain or loss.

 

  o. Income taxes – Current income tax is recorded in the income statement of the year in which it is incurred. Until December 31, 2013 current income tax was calculated as the higher of regular income tax (ISR) and the business flat tax (IETU). 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.

As a consequence of the 2014 Tax Reform, as of December 31, 2013, deferred IETU is no longer recognized, as such, those effects were cancelled affecting the 2013 results.

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.

 

  p. 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.

 

  q. Finance income and cost – Finance 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.

 

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Finance 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.

 

  r. 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.

 

4. Financial risk management

The Company is exposed, among other, 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.

At December 31, 2014 and 2013, financial instruments held by the Company are comprised of the following:

 

     December 31,
2014
     December 31,
2013
 

Financial assets

     

Cash and cash equivalents

   Ps.   1,595,502       Ps.   2,168,187   

Financial investments held for trading purposes

     —           410,433   

Receivables

     337,581         207,515   

Derivative financial instruments

     —           340   

Financial liabilities at amortized cost

     

Current and long term bank loans

   Ps.   1,719,474       Ps.   1,854,476   

Accounts payable

     425,599         418,627   

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.

 

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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 2014, 2013 and 2012 the revenues for TUA represented 60.8%, 58.8% and 57.1% of the total revenues, respectively. The leasing revenues from commercial areas are collected from other clients, which are not airline customers. Approximately 37.2%, 33.4% and 31.5% of the Company’s revenues in 2014, 2013 and 2012 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 therefore if one airport has an operating problem the other airports would not be affected. Approximately 35.3%, 35.4% and 31.5% of aeronautical and non-aeronautical revenues earned during the periods ended December 31, 2014, 2013 and 2012 were generated by the Guadalajara airport. In addition, approximately 90.4%, 91.2% and 90.9% of aeronautical and non-aeronautical revenues earned during the periods ended December 31, 2014, 2013 and 2012, respectively, were generated by six of the Company’s airports (Guadalajara, Tijuana, San Jose del Cabo, Puerto Vallarta, Bajio and Hermosillo).

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, 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, 2014 and 2013, the Company has customer deposits of 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).

 

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    Financial investments held for trading purposes – The Company limits its exposure to credit risk by investing in government-backed securities. Management constantly monitors credit ratings does not expect 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 15 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, 2014 and 2013, the Company has available credit lines of Ps.  1,011,000 and Ps.  153,996, respectively.

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, 2014 and 2013:

 

     December 31, 2014  
     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.   21,928       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.

 

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The Company in certain 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, which is the peso. The foreign currencies in which transactions are primarily denominated is the U.S. dollar (USD) (Note 23).

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.

While the Company can ensure that it does not exceed the maximum rates 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.

Following is a sensitivity analysis of our financial assets and liabilities denominated in USD, if the peso depreciates or appreciates by 10%, which is the amount management considers reasonably possible of occurring at year end:

 

     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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Table of Contents
    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 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.

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.

If interest rates 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, 2014 and 2013 would be as follows:

 

     2014      2013  

Effect in case of interest rate increase in 100 basis points

     

Variable rate bank loans

   Ps.  (6,794    Ps.  (10,491
  

 

 

    

 

 

 

Effect in case of interest rate decrease in 100 basis points

Variable rate bank loans

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. The fair value of the CAPs was Ps. 340 at December 31, 2013.

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 the liability grows in relation to equity and net profit continues to increase, the Company will generate higher returns on capital.

 

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Table of Contents

Following is the ratio of stockholders’ equity to total liabilities of the Company at the end of the reporting period:

 

     2014      2013  

Stockholders’ equity

   Ps.   21,285,891       Ps.   22,212,711   

Total liabilities

     3,000,316         3,021,889   

Ratio of total stockholders’ equity to liabilities

     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 bank loans, 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, 2014 and 2013, the fair value of bank loans recognized at amortized cost was Ps. 1,702,710 and Ps. 1,817,414, respectively, while their book value is Ps. 1,719,474 and Ps. 1,854,476, respectively. The fair value of bank 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

 

    Inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3)

 

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Table of Contents

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.

 

5. Cash and cash equivalents

As of December 31, 2014 and 2013, the balances are comprised of the following:

 

     December 31,
2014
     December 31,
2013
 

Cash

   Ps.   140,638       Ps.  119,136   

Cash equivalents designated for expenditure, held in trust

     —           8,172   

Overnight investments of cash surpluses

     1,454,864         2,040,879   
  

 

 

    

 

 

 
Ps.   1,595,502    Ps.   2,168,187   
  

 

 

    

 

 

 

 

6. Financial investments held for trading purposes

The Company does not have financial instruments held for trading at December 31, 2014. At December 31, 2013 the Company’s financial instruments are comprised as follows:

 

     December 31, 2013  
     Acquisition Cost      Fair Value  

Pemex 2018 Bonds

   Ps.   18,676       Ps.  17,112   

Pemex 2018 Bonds

     156,153         149,508   

Pemex 2019 Bonds

     253,084         243,813   
  

 

 

    

 

 

 

Total

Ps.   427,913    Ps.   410,433   
  

 

 

    

 

 

 

 

     December 31, 2013
     Average interest
rate
    Maturity Date

Pemex 2018 Bonds

     3.286   March 1, 2018

Pemex 2018 Bonds

     3.213   September 30, 2018

Pemex 2019 Bonds

     3.442   May 3, 2019

Investments held for trading purposes were sold during the month of March 2014. The proceeds of this transaction are held in cash and cash equivalents.

Investments held for trading purposes held by the Company at December 31, 2013, represent investments in government bonds with immediate liquidity. According to the Company’s cash management policy, such investments are held for less than one year. Fair value adjustments are based on quoted market prices at the close of each period. Changes in fair value are recognized in finance costs in the consolidated statements of profit or loss and other comprehensive income.

 

7. Trade accounts receivable

As of December 31, 2014 and 2013, trade accounts receivable are comprised of the following:

 

     December 31,
2014
     December 31,
2013
 

Trade accounts receivable

   Ps.  490,579       Ps.  372,497   

Allowance for doubtful accounts

     (152,998      (164,982
  

 

 

    

 

 

 
Ps.   337,581    Ps.  207,515   
  

 

 

    

 

 

 

 

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Table of Contents

Accounts receivable include balances to be reimbursed to the Company by domestic and international airlines for passenger charges fees (TUA) of Ps. 257,605 and Ps. 202,464 as of December 31, 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.

 

     2014      2013  

Beginning balance

   Ps.  (164,982    Ps.  (226,005

Bad debt expense

     (15,056      (11,758

Write-offs

     20,574         61,499   

Reversal of bad debt

     6,466         11,282   
  

 

 

    

 

 

 

Ending balance

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, 2014 and 2013 these balances amounted to 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, 2014 and 2013 the amount of these balances amounted to Ps. 75,861 and Ps. 66,956, respectively. During 2014 and 2013, the Company recorded write-offs of the balances that were in a legal process with an unfavorable outcome for the Company, the amount of these write-offs totaled Ps. 20,574 and Ps. 61,499, respectively also decreasing the balance of accounts receivable. These write-offs had no effect on the operating results of the Company during 2014 and 2013. There are other cancellations of bad debt for customers that were in arrears in their payments, but were paid in 2014 and 2013 for Ps. 6,466 and Ps. 11,282, respectively.

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,
2014
     December 31,
2013
 

Accounts receivables past due from 1 to 30 days

   Ps.   15,619       Ps.   20,600   

Accounts receivables past due 31 to 60 days

     7,051         4,475   

Accounts receivables past due 61 to 90 days

     3,257         1,009   

Accounts receivables past due more than 90 days

     29         121   
  

 

 

    

 

 

 
Ps.  25,956    Ps.  26,205   
  

 

 

    

 

 

 

Following the percentage shown represents the balance 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 they deliver:

 

     December 31, 2014     December 31, 2013  
     % of TUA
to be
reimbursed
    % of
receivables
SAE
    % of TUA
to be
reimbursed
    % of
receivables
SAE
 

Concesionaria Vuela Compañía de Aviación, S.A.P.I. de C.V.

     15.8     3.4     9.6     7.5

ABC Aerolíneas, S.A. de C.V.

     5.7     2.1     5.8     4.8

Aerovías de México, S.A. de C.V.

     7.4     2.2     4.0     2.3

Aerolitoral, S.A. de C.V.

     5.9     1.7     5.7     1.0

 

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Table of Contents

The Company has cash, bonds and goods that guarantee certain amounts from TUA as well as accounts receivables from clients as of December 31, 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, 2014 and 2013, the machinery, equipment and improvements on leased buildings are comprised as follows:

 

     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   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

At December 31, 2014 and 2013, the net amounts of machinery, equipment and improvements on leased buildings are:

 

     Balance as of
December 31, 2014
     Balance as of
December 31, 2013
 

Net amounts

     

Machinery and equipment

     Ps.  646,364         Ps.  689,567   

Office furniture and equipment

     58,841         65,246   

Computer equipment

     83,794         99,497   

Transportation equipment

     2,170         2,788   

Communication equipment

     8,819         8,786   

Improvements on leased buildings

     12,665         7,657   
  

 

 

    

 

 

 

Total amounts

  Ps.  812,653      Ps.  873,541   
  

 

 

    

 

 

 

The Company has several buildings under operating leasing for office use. In Notes 24.a and 29, the Company the Company disclosed the costs and obligations under these leases

 

9. Improvements to concession assets

As of December 31, 2014 and 2013, the improvements to concession assets are comprised as follows:

 

     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   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     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   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2014 and 2013, the net amounts of improvements to concession assets are:

 

     Balance as of
December 31, 2014
     Balance as of
December 31, 2013
 

Net amounts:

     

Improvements to concession assets

   Ps.   4,944,481       Ps.   4,635,069   

Construction in-progress

     203,950         367,598   
  

 

 

    

 

 

 

Total amounts

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.

 

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As of December 31, 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. 86,383 and Ps. 135,386, respectively. Construction in-progress relates mainly to the expansion of the terminal building at the Guadalajara, airport, and to the cross border bridge in Tijuana airport. As of December 31, 2014 and 2013, the cumulative net amount capitalized was Ps. 185,797 and Ps. 166,610, respectively, with a capitalization rate of 4.8% and 1.3%, respectively. During 2014 and 2013, there was capitalized bank interest for Ps. 19,187 and Ps. 4,703, respectively.

 

10. Airport 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.

The table below shows the values of airport concessions and rights to use airport facilities as of December 31, 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.

The value of the concessions at December 31, 2014 and 2013 is as follows:

 

     December 31, 2014      December 31, 2013  

Airport concessions

   Ps.   13,820,651       Ps.   13,820,651   

Less—accumulated amortization

     (4,209,355      (3,925,305
  

 

 

    

 

 

 
Ps.  9,611,296    Ps.  9,895,346   
  

 

 

    

 

 

 

Amortization recognized for the years ended December 31, 2014 and 2013, amounts to Ps. 284,050 and Ps. 284,076, respectively.

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 2010 to 2014.

 

    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.

 

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    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.

 

11. Rights to use airport facilities

The value of the rights to use airport facilities at December 31, 2014 and 2013 was as follows:

 

     December 31, 2014      December 31, 2013  

Rights to use airport facilities

   Ps.   2,117,708       Ps.   2,117,708   

Less—accumulated amortization

     (960,615      (903,916
  

 

 

    

 

 

 
Ps.  1,157,093    Ps.  1,213,792   
  

 

 

    

 

 

 

Amortization recognized in the years ended December 31, 2014 and 2013 amounted to Ps. 56,699 in both years.

 

12. Other acquired rights

At December 31, 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. The rights acquired are comprised as follows:

 

     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   

Right to operate commercial space at Tijuana airport

     15,935         15,935   

Right to operate various space at Puerto Vallarta airport

     309,616         309,616   

Right to operate commercial space at Guadalajara airport

     93,560         93,560   

Right to operate various parking lots

     5,673         5,673   
  

 

 

    

 

 

 
  769,227      769,227   

Less – accumulated amortization

  (204,143   (187,446
  

 

 

    

 

 

 
Ps.   565,084    Ps.  581,781   
  

 

 

    

 

 

 

 

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Amortization recognized in the years ended December 31, 2014 and 2013 amounted to Ps. 16,697, in both years. These assets have a useful life until the end of the concession, due to its use and exploitation will continue until then.

 

13. Income taxes

The Company is subject to ISR and through December 31, 2013, to ISR and IETU. Therefore, the income tax payable was the higher between ISR and IETU through 2013.

ISR – The ISR rate was 30% for 2014, 2013 and 2012 and as result of the new 2014 ISR Law (“2014 Tax Law”), the rate will continue at 30%, thereafter.

IETU – it was eliminated as of 2014; therefore, up to December 31, 2013, this tax was incurred both on revenues and deductions and certain tax credits based on cash flows from each year. The corporate rate was 17.5%. Due to the repeal of the IETU law, the Company cancelled in 2013 deferred IETU previously recorded.

The current income tax is the greater of ISR and IETU up to 2013.

To determine deferred ISR at December 31, 2014, 2013 and 2012 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 ISR, 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 IETU.

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.

As of December 31, 2014, the remaining portion pending to be recovered corresponds to the Hermosillo airport for Ps. 28,370 (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. However, the authority omitted to rule on the interest generated, therefore a judgment of invalidity for recovery will be presented. In the opinion of the Company and its legal counsel, the possibility of a favorable outcome is probable. At the date of the consolidated financial statements the principal amount and its interest have not been returned.

 

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The balances of recoverable taxes are comprised as follows:

 

     December 31,
2014
     December 31,
2013
 

Recoverable taxes:

     

IMPAC

   Ps.   79,306       Ps.   33,893   

ISR

     27,882         23,016   

Value added tax

     —           5,601   

Tax to cash deposits

     1,521         3,303   

IETU

     5,569         1,986   

Retained taxes

     8,819         10,559   

Other

     1,519         4,488   
  

 

 

    

 

 

 
Ps.   124,616    Ps.   82,846   
  

 

 

    

 

 

 

 

  c. Income Tax – Income tax expense for the years ended at December 31, 2014, 2013 and 2012 consists of the following:

 

     2014      2013      2012  

ISR:

        

Current

   Ps.   727,923       Ps.   644,932       Ps.   546,592   

Deferred

     (245,929      (577,016      (221,662

Cancellation of unrecoverable tax on dividends

     32,585         —           —     

IETU:

        

Current

     —           8,633         5,168   

Deferred

     —           (761      (2,649
  

 

 

    

 

 

    

 

 

 
Ps.   514,579    Ps.   75,788    Ps.   327,449   
  

 

 

    

 

 

    

 

 

 

 

  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, 2014, 2013 and 2012 is shown below:

 

     %     2014     %     2013     %     2012  

Net income

     Ps.   2,242,520        Ps.   2,246,230        Ps.   1,772,030   

Income tax expense

       514,579          75,788          327,449   
    

 

 

     

 

 

     

 

 

 

Income before income taxes

  2,757,099      2,322,018      2,099,479   

Statutory tax rate

  30   827,130      30   696,605      30   629,844   

Effects of tax inflation on nonmonetary assets

  (13 %)    (345,845   (16 %)    (371,523   (15 %)    (314,922

Cancellation of non-recoverable ISR from dividends

  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 %)    (6,740   (0 %)    (5,809   1   12,527   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Effective tax rate

  19 Ps.   514,579      3 Ps.   75,788      16 Ps.   327,449   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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  e. Recognized deferred income tax assets – At December 31, 2014 and 2013 the main items comprising the deferred income tax are:

 

     Assets  
     2014      2013  

Deferred ISR asset:

     

Allowance for doubtful accounts

   Ps.   40,020       Ps.   43,222   

Machinery and equipment

     29,459         25,954   

Improvements to concession assets

     345,242         294,130   

Airport concessions and rights to use airport facilities

     4,009,860         3,830,501   

Other acquired rights

     108,737         100,816   

Derivative financial instruments

        17   

Other assets

     583         1,421   

Tax loss carryforwards

     52,685         52,775   

Employee benefits

     24,005         21,190   

Accruals

     4,482         11,930   

Recoverable tax on assets

     233,091         291,731   
  

 

 

    

 

 

 

Deferred income tax asset

Ps.   4,851,164    Ps.   4,673,687   
  

 

 

    

 

 

 

 

  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, 2014      December 31, 2013  

Tax loss carryforwards

   Ps.   184,746       Ps.   174,633   

Recoverable tax on assets

     233,370         236,385   
  

 

 

    

 

 

 
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, 2014      December 31, 2013  

Tax loss carryforwards

   Ps.   801,434       Ps.   758,025   

Unrecognized tax loss carryforwards

     (615,819      (582,109
  

 

 

    

 

 

 

Recognized tax loss carryforwards

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, 2013
    Effects in
profit and
loss
    Allocation
to
recoverable
taxes
    Balance as
of December
31, 2013
    Effects in
profit and
loss
    Allocation
to
recoverable
taxes
    Balance as
of December
31, 2014
 

Temporary differences for the deferred ISR:

             

Allowance for doubtful accounts

  Ps.   60,773      Ps.  (17,551   Ps.   —        Ps.   43,222      Ps.  (3,202   Ps.   —        Ps.   40,020   

Machinery, equipment and improvements on leased buildings

    11,652        14,302        —          25,954        3,505        —          29,459   

Improvements to concession assets

    222,038        72,092        —          294,130        51,112        —          345,242   

Airport concessions and rights to use airport facilities

    3,373,508        456,993        —          3,830,501        179,359        —          4,009,860   

Other acquired rights

    88,777        12,039        —          100,816        7,921        —          108,737   

Derivative financial instruments

    4,317        (4,300     —          17        (17     —          —     

Other assets

    1,077        344        —          1,421        (838     —          583   

Tax loss carryforwards

    56,152        (3,377     —          52,775        2,910        —          55,685   

Employee benefits

    —          21,190        —          21,190        2,815        —          24,005   

Accruals

    —          11,930        —          11,930        (7,448     —          4,482   

Recoverable tax on assets

    335,272        13,354        (56,895     291,731        9,812        (68,452     233,091   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    4,153,566        577,016        (56,895     4,673,687        245,929        (68,452     4,851,164   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Temporary differences for the 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 for ISR and IETU:

  Ps.   4,152,804      Ps.   577,778      Ps.  (56,895   Ps.   4,673,687      Ps.   245,929      Ps.  (68,452   Ps.   4,851,164   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

  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, 2014 amounted to Ps. 466,461. 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. 233,370 as of December 31, 2014. The remaining amount of recoverable tax on assets is comprised of Ps. 157,408 (nominal value) and Ps. 75,683 of interest for the period from 2002 to 2014.

At December 31, 2014 and 2013, the recoverable tax on assets is comprised as follows:

 

     December 31, 2014      December 31, 2013  

Recoverable tax on assets paid

   Ps.  466,461       Ps.  528,116   

Unrecognized recoverable tax on assets paid

     (233,370      (236,385
  

 

 

    

 

 

 

Recognized recoverable tax on assets

Ps.   233,091    Ps.  291,731   
  

 

 

    

 

 

 

 

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At December 31, 2014, the recoverable tax on assets paid is comprised as follows:

 

     Tax on assets
recoverable
from 2014
results
     Tax on assets
expected to be
recoverable from
2015 to 2017
     Total  

Bajio

   Ps.   581       Ps.   608       Ps.   1,189   

Guadalajara

     18,609         35,360         53,969   

Puerto Vallarta

     2,849         —           2,849   

Tijuana

     49,733         125,351         175,084   
  

 

 

    

 

 

    

 

 

 

Total

Ps.   71,772    Ps.   161,319    Ps.   233,091   
  

 

 

    

 

 

    

 

 

 

 

14. 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.

 

     December 31, 2014      December 31, 2013  

Suppliers

   Ps.   228,882       Ps.   245,848   

Advance payments from clients

     36,363         34,357   

Interest payable

     11,329         16,996   

Direct employee benefits

     14,915         15,330   

Others accounts payable

     9,153         3,702   
  

 

 

    

 

 

 

Total

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.

 

15. Bank loans

Since 2007 the Company has obtained bank loans to finance its capital investments committed in the MDP of Bajío, Guadalajara, Hermosillo, Puerto Vallarta and San Jose del Cabo airports, which are described below with the unpaid balance at each date.

 

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     December 31,
2014
     December 31,
2013
 

On August 31, 2007 the Company entered into an unsecured credit 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. On December, 2014, the unpaid balance corresponds to the last portion of the second and third disbursement.

   Ps.  60,500       Ps.  212,500   

On December 9, 2009, the Company entered into contracts for unsecured credit 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 disbursement.

     —           235,714   

On May 26, 2011, the Company entered into a contract for an unsecured credit 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 disbursement.

     394,113         654,969   

On August 2, 2012, the Company entered into a contract for an unsecured credit agreement with BBVA Bancomer 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 disbursement.

     167,372         202,050   

On November 23, 2012, the Company signed an unsecured credit agreement, with crossed guarantees between the accredited airports, with BBVA Bancomer 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 disbursement.

     137,137         253,215   

On April 10, 2013, the Company signed an unsecured credit agreement, with crossed guarantees between the accredited airports, with BBVA Bancomer for Ps. 459,350. The loan bears interest at a variable rate based in the 91-day TIIE plus 133 basis points for disbursements of 2013 and annualized rate that will be equivalent to the rate TIIE plus 138 basis points for disbursements of 2014, with quarterly payments of principal and interest, for a period of seven years since each disbursement.

     230,352         296,028   

On November 28, 2014, GAP signed a simple unsecured credit 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, within 6 months from the date of each disbursement. The disbursement was made on December 3, 2014 by Ps. 730,000. The remaining balance that is still available for disbursements is Ps. 1,011,000.

     730,000         —     
  

 

 

    

 

 

 

Total unpaid balance of bank loans

  1,719,474      1,854,476   

Less – Current portion

  (978,538   (637,577
  

 

 

    

 

 

 

Long-term portion

Ps.  740,936    Ps.   1,216,899   
  

 

 

    

 

 

 

 

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The unpaid consolidated balances at December 31, 2014 and 2013, from the loans previously described, mature as follows:

 

Year

   December 31,
2014
     December 31,
2013
 

2014

   Ps.  —         Ps.   637,577   

2015

     978,538         300,720   

2016

     207,325         259,507   

2017

     197,682         249,863   

2018

     175,702         227,884   

Thereafter

     160,227         178,925   
  

 

 

    

 

 

 
Ps.   1,719,474    Ps.   1,854,476   
  

 

 

    

 

 

 

At December 31, 2014 and 2013, bank loans are payable by the following companies:

 

     At December 31, 2014  

Company

   Current      Long-Term      Total  

GAP

   Ps.  730,000       Ps.  —         Ps.  730,000   

Bajio

     15,217         43,747         58,964   

Guadalajara

     68,873         271,538         340,411   

Hermosillo

     14,205         31,211         45,416   

Puerto Vallarta

     38,419         122,839         161,258   

San Jose del Cabo

     111,824         271,601         383,425   
  

 

 

    

 

 

    

 

 

 

Total

Ps.   978,538    Ps.   740,936    Ps.   1,719,474   
  

 

 

    

 

 

    

 

 

 

 

     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 company, 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 of December 31, 2014, the airports were in compliance with all covenants stipulated by their credit agreements.

 

16. 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. 4,428, Ps. 4,214 and Ps. 4,346 in 2014, 2013 and 2012, respectively.

 

  b. Defined benefit plans – According to the Federal Labor Law in Article 162, the Company is required to pay 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. Additionally, the Company pays as part of its labor policy severance at the employee retirement age. 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.

 

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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.

The table below shows the movements in the present value of defined benefit obligations:

 

     2014      2013  

Defined benefit obligation as of January 1,

   Ps.  70,632       Ps.  60,290   

Current service cost

     11,736         10,576   

Benefits paid

     (2,353      (234
  

 

 

    

 

 

 

Defined benefit obligation as of December 31,

Ps.   80,015    Ps.   70,632   
  

 

 

    

 

 

 

Below are the amounts for the years ended December 31, 2014, 2013 and 2012 that were recognized in the consolidated statements of profit or loss and other comprehensive income:

 

     2014      2013      2012  

Current service cost

   Ps.  6,268       Ps.  5,801       Ps.  7,185   

Interest on obligation

     5,498         4,853         4,818   

Actuarial (gains) losses

     (30      (78      590   
  

 

 

    

 

 

    

 

 

 

Total recognized as employee benefit cost (Note 21)

Ps.   11,736    Ps.   10,576    Ps.   12,593   
  

 

 

    

 

 

    

 

 

 

The main actuarial assumptions at the reporting date (expressed as weighted average nominal rates) are shown below:

 

     2014     2013  

Discount of the projected benefit obligation at present value

     7.3     7.0

Salary increase

     5.0     5.0

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 benefit are estimated to be approximately Ps. 2,984.

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 1997).

 

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17. Stockholders’ equity

 

  a. 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, 2014, 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 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

 

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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, 2012, the stockholders approved a dividend payment of Ps. 1,130,000, to be divided between the shares outstanding at the date of each payment, excluding shares repurchased in accordance with the Article 56 of the Securities Market Law. The first paid was in cash on May 31, 2012 for Ps. 847,500, and the second payment was made on November 1, 2012 for Ps. 282,500. In the same Stockholders’ Meeting, the stockholders approved a stock repurchase program to repurchase up to a maximum amount of Ps. 280,000 to be executed in the next twelve-month period.

 

  c. In an Extraordinary General Stockholders’ Meeting held on September 25, 2012, the stockholders approved a capital distribution to be paid in cash for Ps. 870,000, which is comprised of Ps. 572,501 for common stock with a historical value and Ps. 297,499 for the value of inflation recognized through December 31, 2007 in according with Mexican Financial Reporting Standards. This is because for legal and tax purposes in Mexico, Grupo Aeroportuario del Pacífico, S.A.B. de C.V., as an individual entity, will continue preparing and presenting separate financial information under MFRS. Therefore, for any transaction related to Stockholders’ Equity, the Company must take into consideration the accounting balances prepared under MFRS and determine the tax effects under applicable laws in Mexico, which require financial information prepared using MFRS.

As a part of the adoption of IFRS, the effects of inflation recognized in the Stockholders’ Equity under MFRS until December 31, 2007, were reclassified to retained earnings, as the cumulative inflation recognized under IFRS occurred during periods that were not considered to be hyperinflationary in IFRS. As a result, the effects of inflation for the common stock reduction of Ps. 297,499 recorded under MFRS is presented as a reduction to retained earnings for IFRS purposes, which is the account where these effects were reclassified at the date of transition to IFRS (January 1, 2011).

 

  d. 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.

 

  e. 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.

 

  f. 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.

 

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  g. 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 for any reason. At December 31, 2014, 2013 and 2012, the legal reserve, in nominal pesos, was Ps. 735,491,Ps. 635,914 and Ps. 553,477, respectively, corresponding to 5.3%, 4.1% and 3.6%, of the common stock, respectively.

 

  h. At December 31, 2014, the Company has a maximum amount of funds approved to repurchase shares of the Company for Ps. 2,133,374. 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 December 2014. As of December 31, 2014, there is a remaining balance of Ps. 400,000 available to repurchase shares.

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.

 

  i. 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.

 

  j. The balances of stockholders’ equity tax accounts as of December 31 2014 and 2013 were as follows:

 

     December 31, 2014      December 31, 2013  

Contributed capital account (CUCA)

   Ps.   28,253,303       Ps.  28,648,014   

Net tax income account (CUFIN)

     1,827,183         1,692,470   
  

 

 

    

 

 

 

Total

Ps.  30,080,486    Ps.   30,340,484   
  

 

 

    

 

 

 

 

18. Revenues

According to the General Law on Airports and its regulations, 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.

A price regulation system establishes a maximum 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 2009, SCT authorized the Company’s maximum rates applicable for the period 2010-2014.

 

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During the periods ended December 31, 2014, 2013 and 2012, the Company charged up to 99.9%, 100% and 99.9%, respectively.

The table below presents a summary for the years ended December 31, 2014, 2013 and 2012, 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.

 

     2014      2013      2012  

Regulated revenues

        

Airport operating services to airlines:

        

Landing

   Ps.   179,862       Ps.  176,995       Ps.  170,659   

Charges for not canceling extended stay reservations

     1,849         1,443         132   

Parking on embarking/disembarking platform

     135,102         130,714         123,406   

Parking on extended stay or overnight platform

     29,965         29,598         30,672   

Passenger walkways and shuttle buses

     —           —           22,592   

Airport security charges

     52,475         49,661         44,615   

Airport real estate services to airlines:

        

Leasing of hangars to airlines

     6,438         6,239         10,783   

Leasing of shops, warehouses and stockrooms to airlines (operating)

     2,318         2,209         2,393   

Leasing of space and other terminal facilities to airlines within the terminal (operating)

     40,071         40,577         35,912   

Leasing of land and other surfaces to airlines outside the terminal (operating)

     3,179         2,698         2,645   

Leasing of check-in desks and other terminal space

     7,559         9,585         11,298   

Leasing of desks and other terminal space for ticket sale

     6,212         5,613         5,856   

Airport passenger services:

        

Domestic passenger charges

     1,823,481         1,706,158         1,541,208   

International passenger charges

     1,548,455         1,367,817         1,281,598   

Airport real estate services and rights of access to other operators

     28,882         29,668         28,352   

Complementary services:

        

Catering services

     8,352         5,109         6,093   

Other third-party ramp services rendered to airlines

     25,746         26,446         22,783   

Traffic and/or dispatch

     18,868         19,685         19,771   

Fuel supply or removal

     1,672         1,636         1,556   

Third-party airplane maintenance and repair

     5,250         4,765         3,658   
  

 

 

    

 

 

    

 

 

 

Total regulated revenues included in the maximum rate

  3,925,736      3,616,616      3,365,982   

Regulated revenues not included in the maximum rate:

Car parking charges

  230,039      221,037      193,705   

Recovery of cost over aeronautical services

  136,891      78,567      58,252   

Recovery of cost over non-aeronautical services

  17,364      15,798      13,973   
  

 

 

    

 

 

    

 

 

 

Total regulated revenues not included in the maximum rate

  384,294      315,402      265,930   
  

 

 

    

 

 

    

 

 

 

Total regulated revenues

  4,310,030      3,932,018      3,631,912   
  

 

 

    

 

 

    

 

 

 

 

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     2014      2013      2012  

Unregulated revenues

        

Commercial concessions: (1)

        

Retail operations

     78,924         77,845         69,282   

Food and beverages

     76,927         78,662         65,053   

Duty free

     103,857         102,577         92,466   

VIP lounges

     7,403         9,378         9,251   

Financial services

     17,873         16,181         14,986   

Communications and networks

     11,288         13,309         5,668   

Car rentals

     99,371         99,614         90,107   

Commercial leasing

     20,467         15,624         5,984   

Advertising

     100,190         87,304         76,206   

Time sharing developers

     109,297         107,733         98,460   

Leasing of space to airlines and other complementary service providers (non-operating)

     144,534         111,763         100,551   

VIP Lounges

     38,296         24,243         10,497   

Revenues from sharing of commercial activities:(1)

        

Retail operations

     24,277         15,623         11,006   

Food and beverages

     35,434         24,476         20,958   

Duty free

     11,382         12,987         20,477   

Financial services

     297         289         359   

Car rentals

     6,185         1,501         2,170   

Access fee for ground transportation

     28,154         16,549         14,159   

Non-airport access fees

     21,571         23,818         19,943   

Services rendered to ASA

     21         40         65   

Various commercial-related revenues

     18,425         14,892         12,104   

Others

     75         682         2,770   
  

 

 

    

 

 

    

 

 

 

Total unregulated revenues

  954,248      855,090      742,522   
  

 

 

    

 

 

    

 

 

 

Total aeronautical and non-aeronautical services

Ps.   5,264,278    Ps.   4,787,108    Ps.   4,374,434   
  

 

 

    

 

 

    

 

 

 

 

(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 29).

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, 2014, 2013 and 2012 accounted for Ps. 281,874, Ps. 440,728 and Ps. 570,233, respectively.

 

19. Cost of services

Cost of services for the years ended December 31, was composed of the following:

 

     2014      2013      2012  

Employee costs (Note 21)

   Ps.   393,537       Ps.  390,606       Ps.  402,607   

Maintenance

     223,687         200,224         200,022   

Safety, security and insurance

     192,932         173,748         159,379   

Utilities

     147,793         141,855         139,479   

Other

     203,639         222,518         158,515   
  

 

 

    

 

 

    

 

 

 
Ps.   1,161,588    Ps.   1,128,951    Ps.   1,060,002   
  

 

 

    

 

 

    

 

 

 

 

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20. Depreciation and amortization

Depreciation and amortization for the years ended December 31, were composed of the following:

 

     2014      2013      2012  

Depreciation

   Ps.   183,207       Ps.  164,606       Ps.  151,176   

Amortization

     742,013         718,629         676,054   
  

 

 

    

 

 

    

 

 

 
Ps.  925,220    Ps.   883,235    Ps.   827,230   
  

 

 

    

 

 

    

 

 

 

 

21. Employee Cost

Employee Cost for the years ended December 31, was composed of the following:

 

     2014      2013      2012  

Wages and salaries

   Ps.  257,824       Ps.  259,044       Ps.  252,482   

Other remunerations

     43,238         41,200         42,597   

Social benefits

     39,812         38,255         39,629   

Severance payments

     4,343         7,476         21,366   

Labor union fees

     14,887         14,715         16,290   

Taxes on employee benefits

     5,716         5,775         5,647   

PTU

     3,882         3,754         4,203   

Employee benefits

     11,736         10,576         12,593   

Others

     12,099         9,811         7,800   
  

 

 

    

 

 

    

 

 

 
Ps.   393,537    Ps.   390,606    Ps.   402,607   
  

 

 

    

 

 

    

 

 

 

 

22. Cost of improvements to concession assets

As disclosed in Note 3.m, 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.

Cost of improvements to concession assets are comprised of the following at December 31:

 

     2014      2013      2012  

Cost of improvements to concession assets

   Ps.   281,874       Ps.   440,728       Ps.   570,233   
  

 

 

    

 

 

    

 

 

 

 

23. Finance (cost) income – net

The finance (cost) income is comprised of the following at December 31:

 

     2014      2013      2012  

Interest income from cash equivalents

   Ps.   51,782       Ps.  94,379       Ps.  105,073   

Interest on recovered taxes

     4,113         6,519         1,836   

Gain on financial investments held for trading purposes

     3,375         20,926         10,479   

Other

     12,106         2,399         4,690   
  

 

 

    

 

 

    

 

 

 

Total interest income

  71,376      124,223      122,078   
  

 

 

    

 

 

    

 

 

 

Interest cost from bank loans

  (65,730   (115,612   (102,136

Loss on financial investments held for trading purposes

  (10,396   (51,721   (10,475

 

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Loss on derivative financial instruments

  (340   (705   (3,424

Commissions for bank loans

  (2,617   (3,019   (1,067

Other financing costs

  (7,518   (8,008   (4,217
  

 

 

    

 

 

    

 

 

 

Total interest expense

  (86,601   (179,145   (121,319
  

 

 

    

 

 

    

 

 

 

Foreign exchange gains

  15,868      76,569      49,528   

Foreign exchange loss

  (8,633   (72,806   (64,310
  

 

 

    

 

 

    

 

 

 

Foreign exchange gains (loss) – net

  7,235      3,763      (14,782
  

 

 

    

 

 

    

 

 

 

Finance (cost) income – net

Ps.  (7,990 Ps.  (51,159 Ps.  (14,023
  

 

 

    

 

 

    

 

 

 

 

24. Commitments

 

  a. The Company has leased office space under a five-year operating lease agreement, renewed in February 2013 and will finish in January 2018. The monthly rental payments are of U.S.$ 33,617. Base rent is subject to increases according to the INPC and the U.S, National Consumer Price Index (CPI).

Lease expense was Ps. 5,335, Ps. 5,187 and Ps. 5,424, for the years ended December 31, 2014, 2013 and 2012, respectively.

In addition to the rent described above, the Company has entered into contracts for other lease agreements of other assets, the amounts of which are not material.

 

  b. On December 28, 2009, the SCT authorized the Company’s MDP update for the five-year period from 2010-2014. The table below shows the investments to be made during this period, as approved by the SCT:

 

Year

   Amount Committed      Amount Invested  

2010

   Ps.  553,904       Ps.   764,430   

2011

     989,456         1,214,730   

2012

     562,217         706,350   

2013

     411,349         522,230   

2014

     253,731         344,929   
  

 

 

    

 

 

 
Ps.   2,770,657    Ps.   3,552,669   
  

 

 

    

 

 

 

Amounts set forth above are expressed in pesos of purchasing power as of December 31, 2007, 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. On December 16, 2014, the SCT authorized the Company’s MDP update 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  

2015

   Ps.  1,412,232   

2016

     1,842,569   

2017

     1,157,684   

2018

     759,337   

2019

     306,792   
  

 

 

 
Ps.   5,478,614   
  

 

 

 

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.

 

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25. Contingencies

 

  a. Several municipalities have filed real estate tax claims against some subsidiary airports 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 October 20, 2010 the municipal authorities of Tijuana issued another payment request for real estate taxes covering the period from the 2000 to 2010, however, in the opinion of the Company’s legal advisors this tax claim is not in accordance with the law, as there is precedent that in previous occasions the tribunals declared null the first request corresponding to 2005 and 2006. On October 20, 2010, the municipal authorities demanded that the airport pay the required amount of Ps. 269,229 in the following three days, assigning several of its assets to guarantee such amount in case the airport would not pay. The assigned and encumbered assets do not affect the airport’s operation. This requirement was challenged by judgment of invalidity. On October 29, 2014, the municipal authority desisted the judgment.

On February 7, 2013, the Tijuana municipal authority filed a fourth real estate tax claim for the period from 2008 to 2012 against the Tijuana airport in the amount of Ps. 15,200, demanding payment within three business days. On February 28, 2013, the Company began an annulment proceeding against the claim. On March 5, 2013 the authority established the amount to be guaranteed, and on March 8, 2013 the Company presented a bond to guarantee the amount claimed. On October 29, 2014, the municipal authority desisted the judgment.

On October 24, 2014, the Tijuana municipal authority issued a payment request for real estate tax covering the period from the 2000 to 2014 of Ps. 233,742. On November 13, 2014, an administrative proceeding for annulment was filed against this requirement, as the Company considers it to be illegal. On October 29, 2014, the municipal authority revoked all requirements described above as unfounded. However, on November 26, 2014, the authority issued a different 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 judgment 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 jurisdictional 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, which is pending resolution.

As the Company and its legal counsel believe that these tax claims are not in accordance with the law, GAP proceeded to filed an annulment judgment 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 will be challenged by the Company. 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. Currently the trial is pending until the Agrarian Court of the State of Jalisco accepts authority of the trial.

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 Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission or 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. The Company holds several judgments with one of its shareholders Grupo México, S.A.B. de C.V. (GMéxico), who at the date of these consolidated financial statements has a shareholding interest of 21.1% of the total share capital of the Company’s Series B shares. These disputes have been performed with the objective of defending the bylaws of the Company and its legality and applying, and in defense of certain agreements reached at various Stockholders’ Meeting on which GMéxico has challenged its legitimacy. Moreover, the Company has presented legal means of defense against a supposed Stockholders’ Meeting judicially convened at the request of irregularly by GMéxico and that the Company does not recognize as valid and also the decisions taken at the meeting. The judgments related to this shareholder are still unresolved. The Company’s management and its legal counsel consider that the potential impact of these judgments in the financial statements is limited to costs and expenses related to legal defense and therefore has not recognized a provision in the consolidated financial statements.

 

26. 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, 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, 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 base to the income before income taxes, as is reported in the internal financial statements.

 

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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   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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December 31,

2012

Guadalajara   Tijuana   Puerto
Vallarta
  San José
del Cabo
  Hermosillo   Bajio   Other
Airports
  Other
Companies
  Eliminations   Total  

Total external revenues

Ps.  1,693,317    Ps.  649,593    Ps.  699,454    Ps.   985,808    Ps.  212,086    Ps.  236,966    Ps.  467,444    Ps.  —      Ps.  —      Ps.  4,944,667   

Total intersegment revenues

  —        —        —        —        —        —        —        1,922,314      (1,922,314   —     

Income from operations

  915,019      241,563      298,352      487,327      68,319      73,969      12,101      1,645,731      (1,628,879   2,113,502   

Interest income

  46,210      14,078      10,486      19,445      5,002      2,942      11,475      20,778      (8,338   122,078   

Interest expense

  (37,735   (4,681   (27,877   (28,914   (10,582   (9,426   (6,825   (3,616   8,338      (121,319

Depreciation and amortization for the year

  (240,538   (130,316   (118,503   (115,384   (43,365   (38,834   (127,124   (13,166   —        (827,230

Income before income taxes

  916,408      249,026      280,518      469,268      62,753      67,478      16,755      1,666,151      (1,628,878   2,099,479   

Income tax expense

  (185,786   14,670      (46,087   (109,928   (3,654   (7,289   21,640      (11,015   —        (327,449

Total assets

  7,750,131      4,504,800      3,442,872      3,347,978      1,257,242      1,130,931      3,098,119      26,197,628      (26,196,064   24,533,637   

Total liabilities

  851,150      184,279      613,245      937,604      178,225      225,222      187,230      195,808      (292,339   3,080,424   

Net cash flows provided by operating activities

  1,100,076      307,055      409,182      478,485      117,880      115,995      154,435      (21,834   —        2,661,274   

Net cash flows used in investing activities

  (198,026   (80,975   (148,564   (389,677   (31,179   (39,711   (86,639   1,735,986      (1,745,000   (983,785

Net cash flows used in financing activities

  (826,782   (186,000   (295,954   (399,027   (122,526   (48,537   (14,993   (1,999,997   1,745,000      (2,148,816

Investment in productive assets

  5,376,838      3,111,862      2,629,621      2,747,448      904,336      816,969      2,265,345      66,409      (69   17,918,759   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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.

 

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    Geographic information – All business units of the Company are operating in Mexico. 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 60.8%, 58.8% and 57.1% of the total revenues for 2014, 2013 and 2012, 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 10.0% of its capital investments in productive assets and/or of the total operating costs.

 

27. Foreign currency transactions

 

  a. Transactions denominated in foreign currency for the years ended at December 31, 2014, 2013 and 2012 were as follows:

 

     2014      2013      2012  
     (In thousands of U.S. dollars)  

Revenues from aeronautical and non-aeronautical services

     29,564         29,461         26,870   

Revenues for recovery expenses

     287         —           175   

Technical assistance fee

     5,539         5,457         5,364   

Other expenses

     4,610         5,159         4,040   
  

 

 

    

 

 

    

 

 

 

 

  b. The exchange rates in effect at the dates of the consolidated balance sheets and the date of the related report of the independent auditors were as follows:

 

     December 31,      February 25,  
     2014      2013      2012      2015  

Mexican pesos per one U.S. dollar (Note 3.n)

   Ps.   14.7180       Ps.   13.0765       Ps.   13.0101       Ps.   15.0832   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

28. 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, 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 related parties, 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:

 

     2014      2013      2012  

AMP, entity with significant influence Expenses:

        

Technical assistance fees

   Ps.   194,228       Ps.   171,470       Ps.   155,072   
  

 

 

    

 

 

    

 

 

 

Services received

Ps.  —      Ps.  1,496    Ps.   1,315   
  

 

 

    

 

 

    

 

 

 

 

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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 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, its strategic partner and the Stockholders of the strategic partner.

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. 7,000,000 for the years 2000 and 2001 and, beginning in 2002, the greater of U.S. 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.

The total amounts paid to key management personnel or directors, for the years ended at December 31, 2014, 2013 and 2012 were as follows:

 

     2014      2013      2012  

Management

   Ps.   25,328       Ps.   28,890       Ps.   22,907   
  

 

 

    

 

 

    

 

 

 

Independent directors (7)

Ps.  4,366    Ps.  4,137    Ps.   4,520   
  

 

 

    

 

 

    

 

 

 

 

29. Operating lease agreements

Leasing as the lessee – The rents of operating leases are payable as follows:

 

     2014      2013      2012  

Less than one year

   Ps.   9,314       Ps.  8,990       Ps.  7,474   

Between one and 5 years

     15,537         24,346         25,496   
  

 

 

    

 

 

    

 

 

 
Ps.   24,851    Ps.   33,336    Ps.   32,970   
  

 

 

    

 

 

    

 

 

 

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 concluded in January 2018. The monthly rental payments of U.S.$ 33,617. Base rent is subject to increases according to the NCPI and the CPI.

In addition to the monthly rent described above, the Company has entered into contracts for other rent from other assets, the amounts of which are not material.

Leasing as the lessor – 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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     2014      2013      2012  

Less than one year

   Ps.  556,261       Ps.  568,183       Ps.  488,298   

Between one and 5 years

     857,782         1,080,748         1,084,908   

More than 5 years

     54,200         105,428         263,423   
  

 

 

    

 

 

    

 

 

 
Ps.   1,468,244    Ps.   1,754,359    Ps.   1,836,629   
  

 

 

    

 

 

    

 

 

 

During the years ended December 31, 2014, 2013 and 2012, the Company recognized income from leasing activities of Ps. 809,714, Ps. 743,327 and Ps. 641,971, 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, 2014, 2013 and 2012 are disclosed under the caption “Revenues from sharing of commercial activities” in Note 18.

 

30. New accounting principles not yet in effect

The following IFRS new and/or revised have been issued but are not yet effective, spite of it can be early adopted, the Company has not adopted any of these standards as of the issuance date of these consolidated financial statements.

 

Standard

  

Effective as of

IFRS 14 – Regulatory Deferral Accounts    January 1, 2016
Amendments to IFRS 11 – Acquisitions Accounting for Investments in joint arrangement    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 – Agricultural: Production Plants    January 1, 2016
IFRS 15 – Revenue from Contracts with Customers    January 1, 2016
IFRS 9 – Financial Instruments    January 1, 2017

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.

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.

 

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The amendments to IFRS 11 apply prospectively for annual periods beginning on or after January 1, 2016.

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, the Group uses the straight-line method for depreciation and amortization for its property, plant and equipment, and intangible assets respectively. The Entity’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 Group’s consolidated financial statements.

Amendments to IAS 16 and IAS 41 – Agricultural: Production 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.

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.

 

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IFRS 9 Financial Instruments

IFRS 9 issued in November 2009 introduced new requirements for the classification and measurement of financial assets. IFRS 9 was subsequently amended in October 2010 to include requirements for the classification and measurement of financial liabilities and for derecognition and in November 2013 to include the new requirements for general hedge accounting. Another revised version of IFRS 9 was issued in July 2014 mainly to include (a) impairment requirements for financial assets and (b) limited amendments to the classification and measurement requirements by introducing a ‘fair value through other comprehensive income’ (FVTOCI) measurement category for certain simple debt instruments.

Key requirements of IFRS 9:

 

    All recognized financial assets that are within the scope of IAS 39 Financial Instruments: Recognition and Measurement are required to be subsequently measured at amortized 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 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 is evaluating in the financial information, the effects of IFRS 9 and IFRS 15. With regard to the other IFRS or amendments, the Company´s management anticipates that their application will not have a significant impact on the Company’s consolidated financial statement.

 

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31. Subsequent events

 

    On January 8, 2015, the Company utilized Ps. 635,430 of the available line of credit with Scotiabank, which corresponds to the agreement described in Note 15 and which will be used to prepay credit loans previously contracted with other banks.

 

    On January 9, 2015, the Company made the last payment corresponding to the third disbursement of the loan signed with BBVA Bancomer on November 23, 2012, that is described in Note 15. The payment amount was Ps. 137,137, thus, the disbursement was paid in full.

 

    On January 12, 2015, the Company prepaid the outstanding balance of the credit loan corresponding to the second, fourth, sixth and seventh disbursement of the loan signed with HSBC on May 26, 2011, which is described in Note 15, the amount of payment was Ps. 275,937.

 

    On January 12, 2015, the Company paid in advance the outstanding balance of the credit loan corresponding to the second disbursement of the loan signed with BBVA Bancomer on August 2, 2012, which is described in Note 15. The amount of payment was Ps. 53,012.

 

    On January 12, 2015, the Company paid in advance the outstanding balance of the credit loan corresponding to the first and second disbursements of the loan signed with BBVA Bancomer on April 10, 2013, which is described in Note 15, the amount of payment was Ps. 105,362.

 

    On January 26, 2015, the Company prepaid the outstanding balance of the credit loan corresponding to the seventh disbursement of the loan signed with BBVA Bancomer on April 10, 2013, which is described in Note 15. The amount of payment was Ps. 5,500.

 

    On January 30, 2015, the Company prepaid the outstanding balance of the credit loan corresponding to the third disbursement of the loan signed with Banamex on August 31, 2007, which is described in Note 15. The amount was Ps. 60,500 resulting in the balance being paid in full.

 

    On February 3, 2015, the Company utilized Ps. 375,570 of the available line of credit with Scotiabank, which corresponds to the agreement described in Note 15 and which will be used to prepay the credit loans previously contracted with other banks.

 

    On February 3, 2015, the Company prepaid the outstanding balance of the credit loan corresponding to the first disbursement of the loan signed with BBVA Bancomer on August 2, 2012, which is described in Note 15. The amount was Ps. 114,360 resulting in the balance being paid in full.

 

    On February 11, 2015, the Company paid the outstanding advance balance of the relevant bank credit corresponding to the fourth, sixth and eighth provision of simple contract signed with BBVA Bancomer on April 10, 2013, which is described in Note 15. The amount of payment was Ps. 115,589.

 

    On February 20, 2015 the Company issued Long-Term Debt Certificates (Certificados Bursátiles de Largo Plazo) on 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. 1,600,000, respectively, at a variable rate equal to TIIE 28 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. 1,741.0 million; and the remaining Ps. 859.0 million 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.

 

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    On February 25, 2015, the Company prepaid the outstanding balance of the credit loan corresponding to the ninth disbursement of the loan signed with BBVA Bancomer on April 10, 2013, which is described in Note 15. The amount of payment was Ps. 3,900 resulting in the balance being paid in full.

 

    On February 25, 2015, the Company prepaid the outstanding balance of the credit loan corresponding to the first and fifth disbursement of the loan signed with HSBC on May 26, 2011, which is described in Note 15. The amount of payment was Ps. 118,176 resulting in the balance being paid in full.

 

32. Authorization to issue the financial statements

On February 25, 2015 the issuance of these consolidated financial statements was authorized by Fernando Bosque Mohino, Chief Executive Officer who has also taken on a temporary basis the functions of the 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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