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Grupo Aeroportuario Del Centro (OMAB) Risk Analysis
Risk Overview Q4, 2023
Source: the company's latest filing for the period ended Dec 31, 2023, filed Apr 29, 2024
Risk Change Over Time
- Manufacturing - Risk 1We could be exposed to risks related to aircraft parts manufacturing.
The operation of our airports is dependent on the services of third parties, including airlines and aircraft manufacturers. Airlines are generally dependent on limited number of suppliers for aircraft, aircraft engines and parts. In the event of any actual or suspected design defects or mechanical problems with aircraft engines, airlines may choose, or be required, to suspend or restrict the use of their aircraft, which could in turn reduce passenger traffic. Our business could also be materially adversely affected if the public avoids flying due to an adverse perception of aircraft manufacturing, whether because of safety concerns or other problems, real or perceived, or in the event of an accident involving such aircraft or its engines. On July 25, 2023, RTX, parent company of Pratt & Whitney, announced that it had determined that a rare condition in powder metal used to manufacture certain engine parts will require accelerated inspection of the V2500, PW1100G and PW1500G jet engines which power mainly Airbus A320neo. In addition to a potential reduction in air traffic, the recall of Pratt & Whitney jet engines posed a notable risk to airport operations, potentially affecting the efficiency of aircraft movements, gate allocations, and overall air traffic management. The need to ground or perform maintenance on the affected aircraft, including those from airlines such as VivaAerobus and Volaris that rely heavily on these engines for a substantial portion of their fleet, may lead to congestion, delays, and reduced capacity in our airport operations. On January 6, 2024, the Federal Aviation Administration (FAA) ordered the temporary grounding of 171 Boeing 737-9 MAX aircraft worldwide, affecting Aeromexico, which is one of our main airline customers, as it has a significant number of these aircraft in its fleet. This decision was based in an incident reported during flight 1282 from Alaska Airlines. On January 24, 2024, FAA authorized 737-9 MAX to return flying after approving a detailed inspection and maintenance process. The dependency on airlines to swiftly resolve these issues may lead to prolonged operational challenges. While we do not yet know the full impact of these operational disruptions resulting from engine shortages from Pratt & Whitney and any possible additional grounding of 737-9 MAX, suffered by the airlines operating at our airports, such disruptions could result in additional reputational harm to the airlines and our airports if disruptions are frequent or not managed effectively, which could have an adverse effect on our business, results of operations and financial condition.
Risk Highlights Q4, 2023
Risk Word Cloud
Risk Factors Full Breakdown - Total Risks 61
- Regulation - Risk 1The main domestic airlines operating at our airports may refuse to pay certain increases in our specific rates for regulated aeronautical services.
In the past, we have entered into a series of agreements with the Mexican National Air Transportation Chamber of Commerce (Cámara Nacional de Aerotransportes), pursuant to which we have established specific rates for regulated services applicable to our principal airline customers. Historically, amounts paid under these agreements have not been material, and we do not expect any such agreements with the Mexican National Air Transportation Chamber of Commerce to have a material effect on our results of operations. Although passenger traffic volume (and therefore overall revenues) may increase, any agreed incentives and/or discounts offered to airlines as a means to prevent or settle any potential dispute could reduce our aeronautical revenues per terminal passenger in the future. In addition, should any of our principal airline customers refuse to continue to make payments to us, or should they refuse to pay increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted by decreased cash flows from operations.
- Regulation - Risk 2The Company is subject to different corporate disclosure standards than U.S. companies.
A principal objective of the securities laws of the United States is to promote full and fair disclosure of all material corporate information. However, there may be less publicly available information about foreign issuers of securities listed in the United States than is regularly published by or about U.S. issuers of listed securities.
- Regulation - Risk 3Delays in the process of obtaining necessary governmental approvals could affect the ability to expand the airports of the Company.
The expansion, development and growth of the Company's airports from time to time may require governmental approvals, administrative proceedings or some other governmental action. Any delay or inability to obtain such approvals or favorable outcomes of such proceedings could have a negative impact on the expansion, development and growth of the Company's airports.
- Regulation - Risk 4Changes to Mexican laws, regulations and decrees applicable to the Company could have a material adverse impact on the results of operations.
In recent years, the Mexican government has implemented changes to the tax laws applicable to Mexican companies, including the Company. The terms of the Company's concessions do not exempt it from any changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in the Company having significantly higher income tax, the Company will be required to pay higher amounts due pursuant to any such changes, which could have a material adverse impact on its results of operations. In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on the Company's business, results of operations, prospects and financial condition. On December 27, 2016, the Ministry of Finance and Public Credit announced an increase, effective January 1, 2017, in the maximum gasoline and diesel prices to be applied in certain regions of Mexico, which caused an increase of gasoline prices of up to 20% in those areas. Furthermore, in November 2017, the Mexican Government removed price controls on gasoline and diesel, and such removal remains in place as of today. The removal of price controls and the resulting price increases led to widespread protests across Mexico. The Company cannot predict the effect of changes in gasoline and diesel prices, and any related political and social unrest, on the Mexican economy or whether the Mexican Government may alter its strategy for price liberalization in the future. On May 1, 2019, the Mexican Government published significant reforms in the Federal Official Gazette to the Mexican Federal Labor Law. These changes include the creation of courts specializing in labor law and protections to the collective rights of workers and union rights. As a result of these reforms, employees cannot be forced to join a union and more than one union can exist in every workplace. Currently, all unionized Company employees, who are employed by our airport subsidiaries, are represented by a national union of airport workers that operates throughout Mexico. To the extent unionized airport workers seek to create or join new unions, and/or materially modify the conditions agreed with the Company and with other Mexican airport operators, the Company's operations could be adversely affected by union activities, including organized strikes or other work stoppages. The Company cannot predict how these developments may affect the Company's results of operations or its financial condition. Any increased demands by the Company's unionized workers may lead to higher labor costs, which could have a negative impact on its results of operations. For more information, see "Collective labor conflicts in Mexico could have an adverse impact on our results of operations" and "If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations." As part of the current Federal Administration's effort to protect worker's rights, on October 23, 2019, NOM-035-STPS-2018 became effective. This NOM seeks to identify and prevent psychosocial risk factors in the workplace and promote a favorable work environment. Some of the obligations set forth in this NOM include the creation of internal policies to prevent psychosocial risks, such as workloads, excessive work hours and shift rotations, negative interference in family life, negative leaderships in the workplace and violence in the workplace. While the Company has complied with the NOM provisions, the Company cannot predict whether its employees will eventually claim that the Company violated any of the provisions under the NOM. Any claims against the Company filed by its employees may lead to higher labor costs, which could have a negative impact on our results of operations. For more information, see "If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations." In December 2019, the Mexican government published several amendments to the Income Tax Law, Value Added Tax Law, Excise Tax Law and the Federal Tax Code, most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in the past few years and its main purpose is to tackle tax evasion by strengthening tax authorities' control mechanisms. These amendments imposed stringent restrictions on the deductibility of certain expenses, such as a new earnings-stripping rule applicable to net interest, and the non-deductibility of payments to related parties that are deemed subject to preferential tax regimes or by means of structured arrangements, introduced regulations regarding hybrid mismatches and added amendments to the tax treatment applicable to tax transparent foreign entities or arrangements, all of which could affect our operating results. None of these amendments significantly impacted our operating results in subsequent years. The 2020 tax reform also introduced a new mandatory disclosure regime aimed at tax advisors, for purposes of reporting and monitoring specific tax schemes referred to in article 199 of the Federal Tax Code. On January 11, 2021, the Mexican Government published reforms to Article 311 of Mexican Federal Labor Law and NOM-037-STPS-2023, regulating remote working conditions. As a result of these reforms, employees that work more than 40% of their work hours from home or from any other place that is not the applicable company's domicile without supervision or guidance from the employer have new rights and obligations. These new rules also set forth new obligations for employers. For example, employers must now provide the necessary tools and services for employees to fulfill their jobs. This reform became effective as of January 12, 2021. While, as of the date of this report, the Company no longer implements a work from home policy, we cannot determine whether these developments could affect the Company's results of operations in the future. On April 23, 2021, the Mexican government published a decree pursuant to which several amendments were made to the Federal Labor Law, Income Tax Law, VAT Law, among others, in order to prohibit outsourcing of personnel, limit contracting and amending profit-sharing rules. The amendments became effective April 24, 2021, except for certain legal provisions that became effective August 1, 2021. Among the most important amendments made were: (i) prohibition of outsourcing of personnel, however the provision of specialized services or the execution of specialized works (through external providers or companies within the same business group) is still allowed, only to the extent the services provided are not part of the corporate purpose or the primary economic activity of the company receiving the services; (ii) joint and several liability of companies hiring specialized services with a contractor who fails to comply with its labor obligations; (iii) companies that provide specialized services will require to be registered with the Ministry of Labor and Social Welfare (STPS); (iv) increase in fines for violation of the rules; and (v) payments related to contracting of personnel will not be deductible for income tax purposes and the Value Added Tax corresponding to these payments will not be accredited. In order to comply with the new regulations, the Company transferred certain employees to its airport subsidiaries, terminated certain contracting services contracts and ensured that its remaining contracted service providers complied with the new regulation. None of these regulatory amendments nor the actions the Company took in response thereto had any material impact in the Company's results of operations or its financial condition, and we do not expect any material impacts in the future. On March 10, 2021, a decree amending certain terms of the Electric Industry Law ("EIL") became effective. The amendments aim to strengthen the state-owned utility Comisión Federal de Electricidad ("CFE"). The amendment includes, among others, (a) modifications to the order of priority of dispatch to the national electric grid; (b) modifications to the granting of permits referred in the EIL, which will now be subject to the planning criteria issued by the Ministry of Energy; and (c) powers granted to the Energy Regulatory Commission ("CRE", for its acronym in Spanish) to revoke vesting self-supply contracts. The EIL amendments have been subject of numerous amparo lawsuits before federal courts in Mexico, in which judges have granted general injunctions, suspending the effects of the EIL amendments, for the benefit of anyone affected by the amendments, until a ruling on the merits of the amparo lawsuits is issued by the competent courts. Furthermore, the EIL's constitutionality was judicially challenged by the Mexican Federal Antitrust Commission (Comisión Federal de Competencia Económica) and local governments, and through an unconstitutionality proceeding (acción de insconstitucionalidad) filed by two-thirds of the Mexican Senate. However, the Mexican Supreme Court dismissed the action of unconstitutionality and the constitutional challenges for lack of sufficient votes to proceed with these actions. On February 1, 2024, the Mexican Supreme Court granted six injunction proceedings (amparos) against the amendments to the EIL and declared the amendments unconstitutional. On September 30, 2021, the Mexican federal executive branch presented a bill before the House of Representatives (Cámara de Diputados) to amend Articles 25, 27 and 28 of the Mexican Constitution, which bill proposed changes to the legal framework that governs CFE and the Mexican power industry generally. The bill was vetoed by the House of Representatives as of April 17, 2022 and will not go into effect. In addition, in 2017 we entered into a self-supply agreement ("SSA") under the self-supply ("autoabasto") legal figure, with a wind electricity generator, which expires in 2028. In 2023, approximately 79% of the total electricity consumption of the Company was supplied under this agreement. As of the date of this report, we cannot predict how these amendments to the EIL and the proposed bill to amend the Constitution will affect the SSA if they ever become effective. Separately, upon the enactment of the Mexican Federal Antitrust law Law (Ley Federal de Competencia Económica) on May 23, 2014, the law granted broad powers to the Mexican Federal Economic Competition Commission (Comisión Federal de Competencia Económica) ("COFECE"), including the abilities to investigate and regulate essential facilities, investigate companies, eliminate barriers to competition in order to promote access to the market and order the divestment of assets. The law also set forth important changes in connection with mergers and anti-competitive behavior, increases liabilities that may be incurred for violations of the law, increases the amount of fines that may be imposed for violations of the law and limits the availability of legal defenses against the application of the law, since COFECE's decisions may only be challenged through indirect appeal (amparo indirecto). On March 28, 2023, the Mexican President presented to Congress an initiative to reform various federal laws. The bill provides, among others, additional grounds for the Mexican government to revoke concessions and permits. It also provides a mechanism to speed up private property expropriation. As of the date of this report, we cannot assure you how such bills, if passed, would affect our operations and competitiveness in the Mexican market. On May 3, 2023, the Mexican government published a decree amending the Airports Law (Ley de Aeropuertos) See "Item 3. Key Information-Risk Factors-Risks Related to the Regulation of Our Business- The Company cannot predict how the regulations governing the business will be applied." As of the date of this filing, we cannot determine whether these amendments could affect the Mexican economy or our operations. On November 13, 2023, the Mexican government published a decree amending the Mexican Federal Duties Law (Ley Federal de Derechos). The amendments included the increase in the fee paid by airport concessionaires to the federal government from 5% to 9%. The excess concession tax payments related to aeronautical activities made during 2024 and 2025, will be incorporated as an addition to the reference value in the following ordinary review from 2026 to 2030. The excess payments corresponding to the regulated revenues for the following years, will be incorporated to the maximum tariff formula, as per the maximum rate regulation. On February 5, 2024, the Mexican President proposed to the Chamber of Deputies 18 amendments to the Mexican constitution ("the 2024 Constitutional Package"). The 2024 Constitutional Package includes, among other amendments (i) the establishment of the National Guard as a permanent armed force, (ii) amendments to criminal laws, including those related to drug trafficking, extortion and tax fraud, (iii) social security reforms, (iv) minimum wages for teachers, doctors and nurses, police officers, national guard and members of the armed forces, (v) establishing universal and free medical care to citizens, (vi) several reforms to the Federal judicial branch, including the voting mechanism to elect Supreme Court judges, (vii) reforms to the federal elections procedure, and the (viii) dissolution of certain regulatory entities such as the COFECE. The introduction of the 2024 Constitutional Package by the Mexican President to the Chamber of Deputies represents the first phase of the legislative process to approve constitutional amendments, for which the Mexican Congress members must issue a qualified majority (two-thirds) vote. Once approved by the Mexican Congress, the amendments, must be approved by a simple majority (half plus one) of the legislatures of each of the federative entities. To approve the 2024 Constitutional Package, the parliamentary group of President Andrés Manuel López Obrador would require the support of the opposition parties as it does not have a qualified majority in the Chamber of Deputies nor in the Senate. As of the date of this report, we cannot assure you how such initiatives, if passed, would affect our operations and competitiveness in the Mexican market, or result in economic or political conditions that could materially and adversely affect our business.
- Regulation - Risk 5The Ministry of Infrastructure, Communications and Transportation could require the Company to monitor certain aircraft movements at its airports that the Company does not currently control, which could result in increased costs.
The Mexican Air Traffic Control Authority (Servicios a la Navegación en el Espacio Aéreo Mexicano) or "SENEAM", could require the Company to monitor certain aircraft movements at its airports that the Company does not currently control, which could result in increased costs. SENEAM may require the Company to manage and control aircraft movements in and out of its arrival and departure gates and remote boarding locations at its airports. Should SENEAM require the Company to control, or if the Company, for efficiency purposes, requests to control, these aircraft movements directly at any or all of its airports in the future, the Company's results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations.
- Regulation - Risk 6The Mexican government could grant new concessions that compete with the airports operated by the Company.
The Mexican government could grant additional concessions to operate existing government-managed airports or authorize the construction of new airports as well as directly operate, through the Ministry of National Defense or the Ministry of the Navy, concessions that may compete directly with the airports operated by the Company. On February 5, 2014, the Mexican government announced in the Federal Official Gazette that the Ministry of Infrastructure, Communications and Transportation granted to Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V., a concession for 20 years to construct, operate and exploit a civil-aviation airport in the municipality of Bocoyna, Chihuahua, located 250 kilometers (144 miles) from the city of Chihuahua, within an area of 95.5 hectares (0.4 square miles). The government of the state of Chihuahua owns 98% of the capital stock of Administradora de Servicios Aeroportuarios de Chihuahua, S.A. de C.V. The airport has an ICAO Category 3C rating and could present competition to the Company's airport located in the municipality of Chihuahua, which has a higher ICAO Category 4D rating and is located 18 kilometers (11.2 miles) from the city of Chihuahua. On January 31, 2024, the State of Chihuahua announced that the airport started operations for general aviation flights with an annual capacity of up to 20,000 passengers per year. The airport is expected to have an annual capacity to serve up to 80,000 passengers per year during the first five years of operations and later increase its capacity to serve up to 250,000 passengers per year. As of the date of this report, the Company cannot predict whether the Bocoyna airport will materially affect our results of operations or financial performance. During the fourth quarter of 2023 and the first quarter of 2024, the Ministry of Infrastructure, Communications and Transportation awarded several airport concessions to state-owned companies in which the Mexican military holds the majority interest either through the Ministry of National Defense (Secretaria de la Defensa Nacional) or the Ministry of the Navy (Secretaria de Marina). As a consequence of these recent awards, Mexico's military has now consolidated its presence as an airport operator which, as of the date of this report, oversees 20 airports in Mexico including Mexico City International Airport and the Felipe Angeles International Airport, according to press releases made by the Ministry of National Defense and the Ministry of the Navy. In the future, the Company might encounter competition from Aeropuerto del Norte, an airport near Monterrey, which was operated by a third party pursuant to a concession. The concession held by this third party has recently expired, and it remains uncertain whether a new concession will be granted to a private third party or to a state-owned company, as it has been the trend recently. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo León has requested in the past that the Ministry of Infrastructure, Communications and Transportation amend Aeropuerto del Norte's concession to allow it to serve commercial aviation operations. On December 26, 2023, the Mexican President announced that the concession of this airport will be granted to the Ministry of National Defense and that it intends to expand its current commercial aviation operations. As of the date of this report, we cannot assure how this new proposal from the President, if approved, would materially affect our results of operations or financial performance. Any competition from such airports could have a material adverse effect on the Company's business, results of operations, prospects and financial condition. Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process. In the event that a competing concession is offered in a public bidding process, the Company may not participate in such a process, or it may not be successful if it were to participate. See "Item 4. Information on the Company-Regulatory Framework-Grants of New Concessions."
- Regulation - Risk 7The Mexican government may terminate or reacquire the concessions under various circumstances, some of which are beyond the control of the Company.
The Company's concessions are its principal assets, and it would be unable to continue operations without them. A concession may be revoked by the Mexican government for certain prescribed reasons, including the failure to comply with the Master Development Programs, a temporary or permanent halt in the Company's operations, actions affecting the operations of other concession holders in Mexico, the failure to pay damages resulting from its operations, the failure to keep the rates from exceeding its maximum rates or the failure to comply with any other material term of its 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 more than two times for the same cause, during a term of 10 years. Violations of other terms of a concession can result in the immediate termination of the concession. The concessions may also be terminated upon the Company's bankruptcy or insolvency. Violations of the Mexican Airport Law, its regulations or other federal regulations could result in similar sanctions. In the event that any one of the Company's concessions is terminated, its other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see "Item 4. Information on the Company-Regulatory Framework-Penalties and Termination and Revocation of Concessions and Concession Assets." Under applicable Mexican law and the terms of the Company's concessions, its concessions may also be made subject to additional conditions, including under the renewed Master Development Programs, which the Company may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions. The Mexican government may also terminate one or more of the 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 the Company to implement certain changes in its operations. In the event of a reversion of the public domain assets that are the subject of the concessions, the Mexican government under Mexican law is required to compensate the Company for the value of the concessions or added costs based on the results of an audit performed by appraisers or, in the case of a mandated change in the Company's operations, the cost of that change. Similarly, in the event of an assumption of the Company's operations, other than in the event of war, the government is required to compensate it and any other affected parties for any resulting damages. The Company may not receive compensation equivalent to the value of its investment in or any additional damages related to its concessions and related assets in the event of such action. In the event that any one of the Company's concessions is terminated, whether through revocation or otherwise, its other concessions may also be terminated. Thus, the loss of any concession would have a material adverse effect on the business and results of operations.
- Regulation - Risk 8If the Company exceeds the maximum rate at any airport at the end of any year, it could be subject to sanctions.
Historically, the Company has set the tariffs it charges for aeronautical services at each airport in order to come as close as possible to its authorized maximum rate for that airport in any given year. For example, in 2023, the revenues subject to maximum rate regulation represented approximately 97.5% of the amounts the Company was entitled to earn under the maximum rates for all of its airports. The Company may not be able to establish tariffs in the future that allows it to collect substantially all of the revenues it is entitled to earn from services subject to price regulation. The specific tariffs the Company charges for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican Producer Price Index (excluding fuel), the Mexican Consumer Price Index and the value of the peso relative to the U.S. dollar. These variables are outside of the Company's control. The Company's projections could differ from the applicable actual data, and, if these differences occur at the end of any year, they could cause the Company to exceed the maximum rate at any one or more of its airports during that year. If the Company exceeds the maximum rate at any airport at the end of any year, the Ministry of Infrastructure, Communications and Transportation may assess a fine and may reduce the maximum rate at that airport in the subsequent year. The imposition of sanctions for violations of certain terms of a concession, including for exceeding an airport's maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed more than two times for the same cause, during a term of 10 years. In the event that any one of the Company's concessions is terminated, its other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see "Item 4. Information on the Company-Regulatory Framework-Penalties and Termination and Revocation of Concessions and Concession Assets."
- Regulation - Risk 9The Company business is dependent upon international regulations that affect Mexican airlines.
The FAA evaluates the legal framework for civil aviation and issues related to the monitoring, staff training and inspection processes related to regulations issued by the International Civil Aviation Organization ("ICAO"). On May 25, 2021, the FAA announced that, following an assessment of the Mexican Federal Civil Aviation Agency, it had determined that Mexico was not in compliance with international safety standards set by ICAO, and as a result, downgraded Mexico's aviation safety from Category 1 rating to an International Aviation Safety Assessment ("IASA") Category 2 rating. The FAA had previously downgraded Mexico's aviation safety rating from a Category 1 rating to a Category 2 rating on July 30, 2010, as a result of the FAA's visit to the Mexican Bureau of Civil Aviation (currently the Mexican Federal Civil Aviation Agency) between January and July 2010. However, on September 14, 2023 the FAA restored Mexico's Category 1 aviation safety rating. The consequences of the above-mentioned downgrades were the suspension of the right to operate code-shared flights and the restriction of Mexican airlines' ability to increase the frequency of, or add new routes to, the United States. Notwithstanding that FAA restored Mexico's Category 1 aviation safety rating, Mexico's rating can be downgraded again in the future, and we cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports. In 2021, 2022 and 2023, 5.0%, 3.0%, and 3.3% respectively, of our total passenger traffic, corresponded to passengers who traveled through our airports on flights to or from the United States operated by Mexican Airlines. The Company cannot be certain of how long this rating will be maintained and we cannot predict what impact a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of our airports.
- Regulation - Risk 10The regulations pursuant to which the maximum rates applicable to the aeronautical revenues are established do not guarantee that the consolidated results of operations, or the results of operations of any airport, will be profitable, or that the Company will realize the expected return on investment.
The regulations applicable to the Company's aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that the Company may earn at that airport from services subject to price regulation. On November 30, 2020, the Ministry of Infrastructure, Communications and Transportation approved, based on the terms of the Company's concessions, the maximum rates for its airports from January 1, 2021 through December 31, 2025. For a discussion of the framework for establishing its maximum rates and the application of the rates, see "Item 4. Information on the Company-Regulatory Framework-Revenue Regulation." The Company's 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 fuel). Although the Company is entitled to request additional adjustments to an airport's maximum rates under certain circumstances including, among others, required capital investments not foreseen in the Master Development Programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession tax payable by the Company, its concessions provide that such a request will be approved only if the Ministry of Infrastructure, Communications and Transportation determines that certain limited events specified in the concessions have occurred. Therefore, such a request may not be granted in the future. If a request to increase an airport's maximum rates is not granted, and the Company is impacted by the circumstances that led to the request, its results of operations and financial condition could be adversely affected, and the value of Series B shares and ADSs could decline. Under the terms of the Company's concessions, there is no guarantee that the results of operations of any airport will be profitable. The Company may not realize its expected return on investment from investments under the Master Development Programs.
- Regulation - Risk 11The Company cannot predict how the regulations governing the business will be applied.
Many of the laws, regulations and instruments that regulate the Company's business were adopted or became effective in 1999, and there is only a limited history and examples that would allow the Company to predict the impact of these legal requirements on its future operations. Mexican law establishes ranges of sanctions that might be imposed should the Company fail to comply with the terms of one of its concessions, the Mexican Airport Law and its regulations or other applicable laws. The Company cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. It may encounter difficulties in complying with these laws, regulations and instruments. Although the Master Development Programs and maximum rates through 2025 have been set, the Company cannot predict what the Master Development Program for 2026 and following years will establish. When determining the maximum rates for the next five-year period (from 2026 to 2030), the Ministry of Infrastructure, Communications and Transportation may be solicited by different entities (for example, the Antitrust Commission) to modify the maximum rates, thus reducing the Company's profitability. The laws and regulations governing the business, including the rate-setting process and the Mexican Airport Law, may change in the future or be applied or interpreted in a way that could have a material adverse effect on the Company's business, results of operations, prospects and financial condition. Additionally, on October 16, 2019, the Ministry of Infrastructure, Communications and Transportation established the Mexican Federal Civil Aviation Agency, an independent regulatory agency, that replaced the Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil). The Mexican Federal Civil Aviation Agency is responsible for establishing, coordinating, overseeing and controlling international and national air transportation, as well as the airports, complementary services and generally all activities related to civil aviation. The Mexican Federal Civil Aviation Agency was formally established on February 26, 2021, and while the internal regulations and operation manuals further enacted did not change materially with respect to the previous ones, the Company cannot predict the actions that the Mexican Federal Civil Aviation Agency will take in the future, or the effect of any such actions on its business. In 2014, Mexico enhanced its Federal Antitrust Law (Ley Federal de Competencia Económica), significantly empowering the Antitrust Commission with broader regulatory powers, including overseeing essential facilities and enforcing market competition. This included the ability to enforce changes in business operations that could notably affect companies, especially concerning mergers, anti-competitive behavior, liabilities, and fines. Specifically, the Antitrust Commission recognized the allocation of flight slots at Mexico City International Airport as an essential service due to its impact on flight schedules and market competition. To address the observed inefficiencies and anti-competitive effects, the Antitrust Commission issued corrective measures in 2017. However, subsequent regulatory amendments and guidelines from the Ministry of Infrastructure, Communications and Transportation were found inadequate and contradicting these measures by the Antitrust Commission. This led to a legal dispute over the regulatory authority on slot allocation, culminating in the Mexican Supreme Court's ruling against the Antitrust Commission in November 2019. Even though none of its airports have been declared congested as of the date of this report, the Company cannot predict whether or when this will happen. Similarly, it cannot predict whether the Antitrust Commission will declare any of its airports, or any complementary or commercial service provided at the airports, as essential services, and consequently, establish rules, recommendations, guidelines or conditions that could limit or restrict the Company's aeronautical and/or non-aeronautical revenues. On May 3, 2023, the Mexican government published a decree amending the Airports Law (Ley de Aeropuertos) introducing several changes including (i) changing the administrative nature of the Mexican Federal Civil Aviation Agency from a regulatory agency to a decentralized administrative entity (órgano administrativo desconcentrado) of the Ministry of Infrastructure, Communications, and Transportation; (ii) enhancing the regulatory and supervisory responsibilities of the Mexican Federal Civil Aviation Agency over civil aviation matters, which were previously assigned to the Ministry of Infrastructure, Communications, and Transportation, including the issuance of technical and administrative regulations applicable to the Master Development Programs; (iii) coordinating security regulations to restore Mexico's FAA safety rating to Category 1 (which was recovered in September, 2023); (iv) authorizing the Ministry of Infrastructure, Communications, and Transportation to grant, for an indefinite term, assignments to state-owned entities for the management, operation, and, if applicable, construction of airports; (v) notifying the Ministry of Infrastructure, Communications, and Transportation or the Mexican Federal Civil Aviation Agency of any amendments to their bylaws, early dissolution, change of purpose, merger, transformation, spin-off and any transfer of shares, even if these do not result in a change of control of the concessionaire; and (vi) establishing that the concession can be terminated if sanctions are imposed more than twice for the same violation, including exceeding an airport's maximum rate, during a 10-year period. As of the date of this filing, we cannot determine whether these amendments could affect the Mexican economy or our operations.
- Regulation - Risk 12The Company provides a public service regulated by the Mexican government, and the flexibility in managing aeronautical activities is limited by the regulatory environment in which the Company operates.
The Company's aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries. In 2021, 2022 and 2023, approximately 60.5%, 59.1% and 61.8%, respectively, of the Company's total revenues, and approximately 76.1%, 76.0%, and 77.3%, respectively, of the sum of its aeronautical and non-aeronautical revenues were earned from aeronautical services, which are subject to price regulation under the Company's maximum rates. These regulations may limit the Company's flexibility in operating its aeronautical activities, which could have a material adverse effect on its business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to the Company's operations that affect its profitability are authorized (as in the case of the Master Development Programs) or established (as in the case of maximum rates) by the Ministry of Infrastructure, Communications and Transportation for five-year terms. The Company generally does not have the ability to unilaterally change its obligations (such as the investment obligations under its Master Development Programs or the obligation under its 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, this price regulation system may be amended in the future in a manner that would cause additional sources of the Company's revenues to be regulated.
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