Financial Performance and Key Metrics Changes - OMA achieved record-breaking results in passenger traffic, revenues, adjusted EBITDA, and consolidated net income for the full year 2023, with adjusted EBITDA margin at 78.4% [4][10] - Aeronautical revenues grew by 27% and non-aeronautical revenues increased by 18% compared to 2022, leading to an adjusted EBITDA of MXN9.1 billion, a 28% increase [10] - Consolidated net income reached MXN5 billion, also reflecting a 28% increase from the previous year [10] - In Q4 2023, adjusted EBITDA grew 16% to MXN2.3 billion, with an adjusted EBITDA margin of 77.7% [13][21] Business Line Data and Key Metrics Changes - Aeronautical revenues in Q4 increased by 13% to MXN2.2 billion, driven by a 5.2% rise in passenger traffic [14][43] - Non-aeronautical revenues rose by 15%, with OMA Carga being a significant contributor due to increased tonnage handled [15] - Restaurant revenues surged by 38%, parking revenues increased by 10.4%, and VIP lounges saw a 25.6% rise, attributed to new openings and higher passenger traffic [19][43] Market Data and Key Metrics Changes - Monterrey airport was the primary contributor to passenger traffic growth, increasing by almost 22% in 2023, with significant traffic to the metropolitan area of Mexico City [9] - Total passenger traffic for the year reached a record 26.8 million, representing a 15% growth compared to 2022 [34] - In Q4, passenger traffic reached 6.8 million, a 5.2% increase year-over-year, with Monterrey contributing 96% of the total growth [38] Company Strategy and Development Direction - The company is focused on delivering shareholder value while committing to sustainability and operational excellence [12] - Significant investments were made in expanding capacity and diversifying activities, including the opening of new lounges and the construction of industrial warehouses [11] - The company is preparing for the MDP negotiation, aiming for optimized capital expenditures and efficiencies [51] Management's Comments on Operating Environment and Future Outlook - Management acknowledged challenges from the Pratt & Whitney engine recall affecting two major airlines but sees opportunities in nearshoring and increased commercial revenue per passenger [37] - The company expects flat traffic performance for 2024 due to the impact of the engine recall [28] - Acapulco airport is recovering slowly, currently operating at 50% of pre-pandemic levels, with international flights expected to resume in mid-2024 [95] Other Important Information - OMA achieved airport carbon accreditation level 2 certification across all 13 airports, reflecting its commitment to sustainability [17] - Total debt at the end of the quarter was MXN10.7 billion, with a net debt to adjusted EBITDA ratio of 0.9 times [46] Q&A Session Summary Question: Expectations from MDP negotiation with new tariff regulation - Management is still working on the MDP and expects to present it at the end of next year, focusing on optimized capital expenditures [51] Question: Traffic performance outlook for 2024 - Management anticipates flat traffic due to the Pratt & Whitney recall affecting low-cost carriers [28] Question: Impact of new tariffs and discounts - Discounts were implemented in November and December, with inflationary increases applied in January [52][74] Question: Labor costs outlook - Current labor cost levels reflect fourth-quarter figures, with wage adjustments expected for 2024 [78] Question: New commercial initiatives - Management is exploring new commercial projects and renegotiating outlet contracts for better terms [60][98]

[Key Information](index=5&type=section&id=Item%203.%20Key%20Information) This section outlines the company's primary risks and forward-looking statements [Risk Factors](index=5&type=section&id=Risk%20Factors) The company identifies several key risks to its operations and financial performance, categorized into operational, regulatory, country-specific (Mexico), shareholder-related, and ADS-related risks [Risks Related to Our Operations](index=5&type=section&id=Risks%20Related%20to%20Our%20Operations) The company faces operational risks including pandemic impacts, air traffic dependency, and reliance on key airports and airlines - The COVID-19 pandemic significantly impacted passenger traffic, with a **52.3% decline in 2020** compared to 2019. Traffic recovered in 2022, increasing **28.8% compared to 2021** and surpassing 2019 levels by **0.2%**. The full long-term impact remains uncertain[14](index=14&type=chunk)[15](index=15&type=chunk)[17](index=17&type=chunk) - The company's revenues are highly dependent on air traffic, which is influenced by factors beyond its control, including economic conditions, fuel prices, and geopolitical events such as the military conflict in Ukraine[21](index=21&type=chunk)[23](index=23&type=chunk) - Operations are highly dependent on Mexico City International Airport, with approximately **40.4% of domestic passengers in 2022** flying to or from this hub. Congestion and regulatory measures at this airport can indirectly affect the company's traffic[37](index=37&type=chunk)[38](index=38&type=chunk) Revenue Concentration by Airport/Subsidiary (2022) | Airport / Subsidiary | Percentage of Aeronautical & Non-Aeronautical Revenue | | :--- | :--- | | Monterrey | 41.4% | | Culiacán | 8.8% | | Ciudad Juárez | 6.5% | | Chihuahua | 6.5% | | OMA Logistica | 5.8% | | Mazatlán | 5.7% | | Acapulco | 3.4% | | San Luis Potosí | 3.1% | | Other | 18.7% | - The company relies heavily on a few key airline customers. In 2022, VivaAerobus, Volaris, and Aeroméxico accounted for **35.0%**, **25.6%**, and **19.1% of total aeronautical revenues**, respectively. The financial health and operational decisions of these airlines pose a significant risk[63](index=63&type=chunk) [Risks Related to the Regulation of Our Business](index=21&type=section&id=Risks%20Related%20to%20the%20Regulation%20of%20Our%20Business) The company faces regulatory risks from government price caps, efficiency adjustments, concession termination, and aviation safety downgrades - A significant portion of the company's revenue is subject to government price regulation. In 2022, aeronautical services, which are subject to maximum rate caps, accounted for **59.1% of total revenues** and **76.0% of the sum of aeronautical and non-aeronautical revenues**. These regulations limit flexibility in managing aeronautical activities[110](index=110&type=chunk) - Maximum rates are subject to an annual efficiency adjustment, which reduces the rates to reflect projected efficiency gains. For the period ending December 31, 2025, this adjustment is a **0.70% annual reduction**, which could impact operating income if efficiency improvements are not achieved[112](index=112&type=chunk) - The company's concessions can be terminated or revoked by the Mexican government under various circumstances, including failure to comply with Master Development Programs, exceeding maximum rates, or bankruptcy. The loss of any single concession could lead to the termination of all others[136](index=136&type=chunk)[138](index=138&type=chunk) - On May 25, 2021, the U.S. Federal Aviation Administration (FAA) downgraded Mexico's aviation safety rating from Category 1 to Category 2. This restricts Mexican airlines from adding new routes to the U.S. and could negatively impact passenger traffic and public perception of safety[126](index=126&type=chunk)[128](index=128&type=chunk) - A legislative bill submitted to Mexico's congress in December 2022 could amend the Civil Aviation and Airports Laws. Although a controversial proposal to allow foreign airlines to operate domestic flights (cabotage) was removed, the final bill, if passed, could still impact operations and competitiveness[156](index=156&type=chunk)[157](index=157&type=chunk) [Risks Related to Mexico](index=29&type=section&id=Risks%20Related%20to%20Mexico) The company's operations are exposed to economic, political, and social risks in Mexico - The company's business is substantially dependent on economic conditions in Mexico, as domestic passengers represented **88.3% of passenger traffic in 2022**. Past economic crises in Mexico have been characterized by exchange-rate instability, high inflation, and economic contraction, which could recur[159](index=159&type=chunk)[160](index=160&type=chunk) - Political conditions and changes in government administration in Mexico could adversely affect economic policies, growth, and the regulatory environment, creating uncertainty that impacts the company's operations[165](index=165&type=chunk)[166](index=166&type=chunk) - Depreciation of the Mexican peso relative to the U.S. dollar can positively impact revenues from international passengers (which are dollar-denominated) but can also cause the company to exceed its peso-denominated maximum rate caps and increase the value of any U.S. dollar-denominated liabilities[174](index=174&type=chunk)[175](index=175&type=chunk) - High incidences of crime, including drug trafficking, have led the U.S. Department of State to issue travel advisories for several Mexican states where the company operates airports (e.g., Sinaloa, Guerrero, Chihuahua). This could decrease passenger traffic and increase security costs[176](index=176&type=chunk)[177](index=177&type=chunk) [Risks Related to Our Shareholders](index=34&type=section&id=Risks%20Related%20to%20Our%20Shareholders) The strategic shareholder SETA (controlled by VINCI) holds significant influence and special rights, potentially leading to conflicts of interest - As of December 2022, VINCI Entities, through their subsidiary SETA, beneficially own **29.99% of the company's total capital stock**. SETA holds all Series BB shares, granting it special rights[195](index=195&type=chunk)[200](index=200&type=chunk) - As long as SETA holds at least **7.65% of capital stock** as Series BB shares, it retains special rights, including the right to nominate the CEO and appoint/remove key officers like the CFO and COO. This significant influence may lead to actions that differ from the interests of other shareholders[196](index=196&type=chunk)[197](index=197&type=chunk)[201](index=201&type=chunk) [Risks Related to Our ADSs](index=35&type=section&id=Risks%20Related%20to%20Our%20ADSs) Holders of ADSs face risks including potential dilution from preemptive rights and indirect voting rights - Under Mexican law, shareholders generally have preemptive rights in new cash share issuances. However, U.S. holders of ADSs may not be legally permitted to exercise these rights unless a registration statement is filed with the SEC, potentially leading to dilution of their equity interest[202](index=202&type=chunk)[205](index=205&type=chunk) - Holders of ADSs are not entitled to attend shareholder meetings directly. They may only vote by instructing the depositary, which limits their ability to participate directly in corporate governance[206](index=206&type=chunk) [Forward-Looking Statements](index=36&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements concerning projections of financial items, company plans, regulatory changes, and future economic performance - The report includes forward-looking statements regarding financial projections, strategic plans, regulatory changes, and economic performance[208](index=208&type=chunk)[212](index=212&type=chunk) - Key factors that could cause actual results to differ from forward-looking statements include changes in concessions, legal outcomes, economic and political conditions in Mexico, inflation, exchange rates, and competition[210](index=210&type=chunk) [Information on the Company](index=37&type=section&id=Item%204.%20Information%20on%20the%20Company) This section provides an overview of the company's history, business operations, regulatory environment, organizational structure, and assets [History and Development of the Company](index=37&type=section&id=History%20And%20Development%20Of%20The%20Company) The company was incorporated in 1998 as part of Mexico's airport privatization, completing its IPO in 2006 and committing to significant investments under its Master Development Programs - In 2000, as part of privatization, SETA acquired all Series BB shares (then **15% of capital stock**) and entered into a **15-year Technical Assistance Agreement** to provide management and consulting services[216](index=216&type=chunk)[217](index=217&type=chunk)[218](index=218&type=chunk) - The company went public in November 2006 through a global offering of ADSs and Series B shares, selling **48.02% of its capital stock**. Proceeds of approximately **U.S.$432.2 million** went to the Mexican government, which then ceased to be a shareholder[219](index=219&type=chunk) Committed Investments Under Master Development Program (2021-2025) | Year | Total Investment (in thousands of pesos) | | :--- | :--- | | 2021 | 3,211,685 | | 2022 | 3,323,811 | | 2023 | 3,280,837 | | 2024 | 3,142,361 | | 2025 | 2,798,520 | | **Total** | **15,757,214** | - The current Master Development Program for 2021-2025 commits to **Ps. 15.8 billion** in investments across its 13 airports[222](index=222&type=chunk) Actual Capital Expenditures (2020-2022) | Year | Total Capital Expenditures (in thousands of pesos) | | :--- | :--- | | 2020 | 1,401,483 | | 2021 | 1,910,541 | | 2022 | 2,887,287 | [Business Overview](index=42&type=section&id=Business%20Overview) The company operates 13 international airports in central and northern Mexico under 50-year concessions, generating revenue from both price-regulated aeronautical and unregulated non-aeronautical services Key Financial and Operational Metrics (2022) | Metric | Value | | :--- | :--- | | Total Revenues | Ps. 11,934.8 million | | Consolidated Net Income | Ps. 3,917.3 million | | Terminal Passengers Handled | 23.2 million | | Passenger Traffic Growth (vs. 2021) | +28.8% | - The Monterrey airport is the company's most significant asset, accounting for **47.1% of terminal passenger traffic** and **41.4% of aeronautical and non-aeronautical revenues in 2022**[243](index=243&type=chunk) - Aeronautical services are the main revenue source, representing **59.1% of total revenues** and **76.0% of the sum of aeronautical and non-aeronautical revenues in 2022**. These services are subject to a maximum-rate price regulation system[256](index=256&type=chunk) - Non-aeronautical services, which are not price-regulated, accounted for **18.7% of total revenues in 2022**. The company is actively pursuing diversification through hotels, an industrial park, and cargo services to grow this segment[279](index=279&type=chunk)[282](index=282&type=chunk) Principal Airline Customers by Aeronautical Revenue (2022) | Airline | % of Aeronautical Revenues | | :--- | :--- | | VivaAerobus | 35.0% | | Volaris | 25.6% | | Grupo Aeroméxico | 19.1% | [Regulatory Framework](index=69&type=section&id=Regulatory%20Framework) The company's operations are governed by Mexican Airport Law and 50-year concessions, featuring a dual-till price regulation system and mandatory Master Development Programs - The company's business is principally governed by the Mexican Airport Law, its regulations, and the 13 individual **50-year concessions** granted by the SICT, which began on November 1, 1998[444](index=444&type=chunk)[460](index=460&type=chunk) - Aeronautical revenues are subject to a 'maximum rate' price regulation system. This rate is the maximum revenue allowed per workload unit (one passenger or 100kg of cargo) and is set for **five-year periods**. The current rates are effective from 2021 through 2025[486](index=486&type=chunk)[490](index=490&type=chunk) - The company is required to pay a concession tax equal to **5% of its gross annual revenues** derived from the use of public domain assets, as stipulated by the Mexican Federal Duties Law[459](index=459&type=chunk) - Every five years, the company must submit a Master Development Program (MDP) for approval, detailing traffic forecasts and a binding **five-year investment plan** for expansion, modernization, and maintenance[476](index=476&type=chunk)[477](index=477&type=chunk) - The concessions can be terminated or revoked for various reasons, including failure to comply with the MDP, exceeding maximum rates, or bankruptcy. A breach of one concession could lead to the revocation of all concessions[507](index=507&type=chunk)[513](index=513&type=chunk) [Organizational Structure](index=87&type=section&id=Organizational%20Structure) The company operates as a holding company through wholly-owned subsidiaries, each managing an airport concession or diversification project - The company is a holding company that operates through various subsidiaries. Each of the **13 airports** is held by a separate, **100%-owned subsidiary**[539](index=539&type=chunk)[540](index=540&type=chunk) - Special purpose subsidiaries exist for diversification activities, including OMA Logística (cargo and industrial park), Consorcio Grupo Hotelero T2 (NH Hotel at Mexico City Airport), and Consorcio Hotelero Aeropuerto Monterrey (Hilton Garden Inn at Monterrey Airport)[541](index=541&type=chunk) [Property, Plant and Equipment](index=89&type=section&id=Property,%20Plant%20And%20Equipment) All airport real estate and fixtures are government-owned and used under concessions expiring in 2048, with the company maintaining comprehensive insurance coverage - The real estate and fixtures of the airports are owned by the Mexican government. The company operates these assets under concessions that are scheduled to terminate in **2048**, at which point the assets and any improvements revert to the government[543](index=543&type=chunk) - The company maintains comprehensive insurance coverage, including a **U.S.$500.0 million policy** for personal and property damages to third parties and a **U.S.$200.0 million policy** for damage to its assets and infrastructure[544](index=544&type=chunk) [Operating and Financial Review and Prospects](index=89&type=section&id=Item%205.%20Operating%20and%20Financial%20Review%20and%20Prospects) This section analyzes the company's financial performance, liquidity, and capital resources [Operating Results](index=94&type=section&id=Operating%20Results) The company's operating results showed strong growth in 2022, driven by the continued recovery in air travel post-pandemic, leading to increased revenues and net income Consolidated Results of Operations Summary (in thousands of pesos) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Total Revenues** | 11,934,768 | 8,720,010 | 5,367,466 | | Aeronautical Services | 7,055,543 | 5,277,728 | 2,942,558 | | Non-aeronautical Services | 2,229,802 | 1,653,379 | 1,171,039 | | **Income from Operations** | 6,064,486 | 4,110,389 | 1,721,468 | | **Consolidated Net Income** | 3,917,305 | 2,863,630 | 1,097,879 | | **Operating Margin** | 50.8% | 47.1% | 32.1% | - **2022 vs. 2021:** Total revenues grew **36.9%**, driven by a **33.7% increase in aeronautical revenues** and a **34.9% increase in non-aeronautical revenues**, reflecting a **28.8% rise in total terminal passengers**. Net income increased by **36.8%**[619](index=619&type=chunk)[620](index=620&type=chunk)[621](index=621&type=chunk) - **2021 vs. 2020:** Total revenues grew **62.5%**, marking a strong recovery from the pandemic's initial impact. Aeronautical revenues surged by **79.4%** and non-aeronautical revenues by **41.2%**, as passenger traffic increased by **62.9%**. Net income grew by **160.8%**[677](index=677&type=chunk)[678](index=678&type=chunk)[679](index=679&type=chunk) - Operating costs increased by **27.3% in 2022**, primarily due to higher cost of services (wages, utilities), concession taxes linked to higher revenues, and technical assistance fees tied to improved EBITDA[617](index=617&type=chunk)[645](index=645&type=chunk)[648](index=648&type=chunk) [Liquidity and Capital Resources](index=125&type=section&id=Liquidity%20and%20Capital%20Resources) The company primarily funds its liquidity needs and significant capital expenditures through cash flows from operations and debt financing - The company plans to invest **Ps. 10.5 billion** between 2023 and 2025 to comply with its Master Development Programs, funded by cash from operations and new debt[737](index=737&type=chunk)[738](index=738&type=chunk) Cash Flow Summary (2022, in thousands of pesos) | Cash Flow Category | Amount | | :--- | :--- | | Net Cash from Operating Activities | 4,985,336 | | Net Cash used in Investing Activities | (2,754,759) | | Net Cash used in Financing Activities | (4,875,774) | Total Indebtedness (as of Dec 31) | Year | Total Indebtedness (in thousands of pesos) | | :--- | :--- | | 2022 | 8,984,336 | | 2021 | 4,996,622 | | 2020 | 4,510,388 | - In March 2022, the company issued **Ps. 4.0 billion** in sustainability-linked notes to prepay short-term loans and finance MDP investments. In March 2023, it issued an additional **Ps. 3.2 billion** in sustainability-linked notes[756](index=756&type=chunk)[757](index=757&type=chunk)[760](index=760&type=chunk) - Shareholders have authorized a share repurchase reserve of **Ps. 1.5 billion** for use until the annual meeting in 2023. As of Dec 31, 2022, **3,942,131 repurchased shares** were held in treasury[778](index=778&type=chunk)[779](index=779&type=chunk) [Directors, Senior Management and Employees](index=134&type=section&id=Item%206.%20Directors,%20Senior%20Management%20and%20Employees) This section details the company's leadership, governance structure, and workforce information [Directors and Executive Officers](index=134&type=section&id=Directors%20and%20Executive%20Officers) The company's Board of Directors consists of 11 members, with the strategic shareholder SETA having significant influence over director and executive appointments - The Board of Directors is composed of **11 members**, with five being independent. Holders of Series BB shares (SETA) are entitled to elect three directors[781](index=781&type=chunk)[782](index=782&type=chunk)[791](index=791&type=chunk) - Following the acquisition by VINCI, new directors were appointed on November 30, 2022, including Nicolas Notebaert (CEO of VINCI Concessions) as the new Chairman of the Board[788](index=788&type=chunk)[791](index=791&type=chunk)[792](index=792&type=chunk) - Key executive officers include Ricardo Dueñas Espriu (Chief Executive Officer) and Ruffo Pérez Pliego del Castillo (Chief Financial Officer)[806](index=806&type=chunk)[807](index=807&type=chunk) - The aggregate compensation for the company's **20 officers in 2022** was **Ps. 149.6 million**[817](index=817&type=chunk) [Board of Directors' Supporting Committees](index=140&type=section&id=Board%20of%20Directors'%20Supporting%20Committees) The Board of Directors is supported by the Audit Committee and the Corporate Practices, Finance, Planning and Sustainability Committee, both composed of independent directors - The Board is supported by an Audit Committee and a Corporate Practices, Finance, Planning and Sustainability Committee, both composed exclusively of independent directors[821](index=821&type=chunk)[822](index=822&type=chunk) - The Audit Committee's responsibilities include supervising the external auditor, overseeing financial statements and internal controls, and reporting irregularities to the board[826](index=826&type=chunk) - The Corporate Practices, Finance, Planning and Sustainability Committee's duties include opining on strategic plans, evaluating investment and financing policies, and analyzing risk factors[829](index=829&type=chunk) [Employees](index=142&type=section&id=Employees) As of December 31, 2022, the company had 1,256 employees, with a significant portion unionized, maintaining good labor relations and promoting diversity Employee Headcount | As of December 31, | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Total Employees** | 1,256 | 1,182 | 1,003 | - As of December 31, 2022, **44.9% of employees were unionized**. Labor relations are governed by a collective bargaining agreement, with wages renegotiated annually[834](index=834&type=chunk)[840](index=840&type=chunk) - The company was included in the **2022 and 2023 Bloomberg Gender-Equality Index**, recognizing its efforts in promoting equality and diversity[843](index=843&type=chunk) [Major Shareholders and Related-Party Transactions](index=144&type=section&id=Item%207.%20Major%20Shareholders%20and%20Related-Party%20Transactions) This section details the company's ownership structure and significant transactions with related parties [Major Shareholders](index=144&type=section&id=Major%20Shareholders) As of April 21, 2023, VINCI S.A. is the major shareholder, holding 29.99% of total capital stock through SETA and Aerodrome, with SETA retaining special rights - On December 7, 2022, VINCI Entities completed the acquisition of SETA and Aerodrome, becoming the beneficial owner of **29.99% of the company's total capital stock**[852](index=852&type=chunk)[855](index=855&type=chunk) Beneficial Ownership as of April 21, 2023 | Identity of Shareholder | Total Shares | Percentage of Total Capital | | :--- | :--- | :--- | | SETA (VINCI) | 57,282,377 | 14.8% | | Aerodrome (VINCI) | 58,529,833 | 15.2% | | Public | 270,357,215 | 70.0% | - SETA holds all Series BB shares, which grant it special rights such as nominating the CEO, appointing key executives, and vetoing certain shareholder actions. These rights remain as long as SETA holds at least **7.65% of the capital stock** in the form of Series BB shares[860](index=860&type=chunk) [Related-Party Transactions](index=148&type=section&id=Related-Party%20Transactions) The company's primary related-party transaction is the Technical Assistance Agreement with SETA, alongside past construction service contracts with ICATEN affiliates - The company has a Technical Assistance Agreement with SETA, under which SETA provides management and consulting services. The fee for this service was **Ps. 177.7 million in 2022**[865](index=865&type=chunk)[868](index=868&type=chunk) - The technical assistance fee is calculated as the greater of an inflation-adjusted base amount (**U.S.$3.478 million**) or a percentage of EBITDA (**4% for the first three years of the extension, 3% for the last two**)[867](index=867&type=chunk) - Until the VINCI acquisition on December 7, 2022, ICATEN was a related party. In 2022, the company paid **Ps. 1.08 billion** to ICATEN affiliates for construction services related to the Master Development Programs[870](index=870&type=chunk)[871](index=871&type=chunk)[872](index=872&type=chunk) [Financial Information](index=150&type=section&id=Item%208.%20Financial%20Information) This section covers the company's legal proceedings, dividend policy, and capital stock reimbursements [Legal Proceedings](index=150&type=section&id=Legal%20Proceedings) The company is involved in several legal proceedings, primarily concerning disputed land ownership and municipal property tax claims, with potential government indemnification - A long-standing legal proceeding at the Ciudad Juárez airport involves a claim to reclaim **240 hectares of land**. An adverse ruling could lead to the termination of the concession for this airport, which represented **7.3% of total revenues in 2022**[877](index=877&type=chunk)[881](index=881&type=chunk) - A lawsuit at the Monterrey airport disputes the ownership of **240 hectares of land** acquired for airport expansion. While an initial ruling was adverse, it was later overturned, and the case is currently pending appeal[882](index=882&type=chunk)[886](index=886&type=chunk)[887](index=887&type=chunk) - Various municipalities, including Culiacán and Acapulco, have filed claims for property taxes. The company is defending against these claims, arguing that the airports are on federal property and not subject to municipal property tax[896](index=896&type=chunk)[897](index=897&type=chunk)[898](index=898&type=chunk) [Dividends and Capital Stock Reimbursements](index=154&type=section&id=Dividends%20And%20Capital%20Stock%20Reimbursements) The company's dividend policy includes fixed and variable components, with significant payments made in 2022 and approved for 2023, subject to Mexican withholding tax for non-residents - The dividend policy includes a fixed component of **Ps. 325 million per year** plus a variable component based on excess available funds, subject to shareholder approval[913](index=913&type=chunk)[915](index=915&type=chunk) Recent Dividend Payments (in thousands of pesos) | Year Paid | Aggregate Dividend Amount | | :--- | :--- | | 2020 | 0 | | 2021 | 1,979,790 | | 2022 | 6,615,798 | - For 2023, shareholders approved total dividends of **Ps. 3.75 billion**, to be paid out over the course of the year[920](index=920&type=chunk) - Dividends paid to non-resident holders of Series B shares and ADSs are subject to a **10% Mexican withholding tax**[912](index=912&type=chunk) [The Offer and Listing](index=155&type=section&id=Item%209.%20The%20Offer%20and%20Listing) This section provides information on the company's share price history and trading venues [Share Price History and Trading](index=155&type=section&id=Share%20Price%20History) The company's ADSs are traded on NASDAQ, and its common shares on the Mexican Stock Exchange, subjecting it to both U.S. and Mexican securities laws - The company's ADSs are listed on the NASDAQ under the symbol "**OMAB**"[922](index=922&type=chunk) - The company's common shares are listed on the Mexican Stock Exchange under the symbol "**OMA**"[922](index=922&type=chunk) [Additional Information](index=156&type=section&id=Item%2010.%20Additional%20Information) This section provides further details on the company's bylaws and taxation policies [Bylaws](index=156&type=section&id=Bylaws) The company's bylaws conform to Mexican Securities Law, outlining corporate governance, special rights for Series BB shareholders, and minority protections - The Board of Directors has **11 members**, with at least **25% required to be independent**. Holders of **10% of Series B shares** can designate one director[934](index=934&type=chunk)[935](index=935&type=chunk) - Holders of Series BB shares (SETA) have the right to elect three directors and nominate the CEO. They also hold veto power over key decisions, including dividend payments, bylaw amendments, and mergers[943](index=943&type=chunk)[964](index=964&type=chunk) - A delisting of the company's shares from the stock exchange requires an extraordinary shareholders' meeting vote of at least **95% of the capital stock**[963](index=963&type=chunk) - The Mexican Securities Law requires any party seeking to acquire control (**35% or more of shares**) to make a mandatory public tender offer for at least **10% of the capital stock**, or **100% if the aim is to obtain control**[972](index=972&type=chunk) [Taxation](index=172&type=section&id=Taxation) This section outlines U.S. and Mexican federal income tax consequences for U.S. holders of the company's shares or ADSs, including withholding taxes on dividends and capital gains - Dividends paid to non-Mexican holders are subject to a **10% Mexican withholding tax** on the gross amount[1028](index=1028&type=chunk) - For U.S. federal income tax purposes, dividends are generally treated as ordinary income and may be considered 'qualified dividends' subject to preferential tax rates, provided the company is not a Passive Foreign Investment Company (PFIC)[1031](index=1031&type=chunk)[1033](index=1033&type=chunk) - Gains on the sale of shares/ADSs through a recognized exchange by a non-Mexican holder are subject to a **10% Mexican withholding tax**, but may be exempt for residents of a treaty country like the U.S[1035](index=1035&type=chunk)[1036](index=1036&type=chunk) - Sales of shares/ADSs conducted outside of an authorized stock exchange are subject to a **25% tax on the full sale price** or an optional **35% tax on the net gain**[1039](index=1039&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=173&type=section&id=Item%2011.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section details the company's exposure to market risks, primarily foreign currency exchange rate fluctuations [Market Risk](index=173&type=section&id=Foreign%20Currency%20Exchange%20Rate%20Risk) The company's primary market risk is foreign currency exchange rate risk, particularly the Mexican peso against the U.S. dollar, impacting international passenger revenues - The principal market risk is the fluctuation of the Mexican peso against the U.S. dollar, as international passenger revenues are dollar-linked but collected in pesos against peso-denominated regulatory caps[1052](index=1052&type=chunk) - In 2022, **11.5% of consolidated revenues** were derived from international passenger charges, which are exposed to this currency risk[1052](index=1052&type=chunk) - As of December 31, 2022, the company held **U.S.$7.4 million in cash** and had no U.S. dollar-denominated debt, minimizing liability-side currency risk[1053](index=1053&type=chunk) [Controls and Procedures](index=175&type=section&id=Item%2015.%20Controls%20and%20Procedures) This section describes the company's disclosure controls and internal control over financial reporting [Disclosure Controls and Procedures](index=175&type=section&id=(a)%20Disclosure%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2022, with an unqualified auditor opinion - Management, including the CEO and CFO, concluded that as of December 31, 2022, the company's disclosure controls and procedures were effective at providing reasonable assurance[1067](index=1067&type=chunk)[1068](index=1068&type=chunk) - Management assessed the internal control over financial reporting using the COSO framework and concluded that it was effective as of December 31, 2022[1070](index=1070&type=chunk)[1071](index=1071&type=chunk)[1072](index=1072&type=chunk) - The independent registered public accounting firm issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of December 31, 2022[1074](index=1074&type=chunk) [Corporate Governance and Other Disclosures](index=178&type=section&id=Item%2016G.%20Corporate%20Governance) This section details the company's corporate governance practices, audit committee, and principal accountant fees [Audit Committee and Code of Ethics](index=178&type=section&id=Item%2016A.%20Audit%20Committee's%20Financial%20Expert) The Board has identified an audit committee financial expert and adopted a code of ethics applicable to all personnel - The Board of Directors has determined that Mr. Alejandro Ortega Aguayo qualifies as an "**audit committee financial expert**"[1082](index=1082&type=chunk) - The company has adopted a code of ethics that applies to all directors, officers, and employees[1083](index=1083&type=chunk) [Principal Accountant Fees and Services](index=178&type=section&id=Item%2016C.%20Principal%20Accountant%20Fees%20and%20Services%20Audit%20and%20Non-Audit%20Fees) The company's independent auditor is Deloitte, with total fees for 2022 primarily for audit services, approved on a case-by-case basis by the Audit Committee Principal Accountant Fees (in thousands of pesos) | Fee Type | 2022 | 2021 | | :--- | :--- | :--- | | Audit fees | 13,143 | 12,802 | | Tax fees | — | — | | All other fees | — | 175 | | **Total fees** | **13,143** | **12,977** | - The Audit Committee approves any engagement of the independent auditors for both audit and non-audit services on a case-by-case basis[1087](index=1087&type=chunk) [Corporate Governance](index=179&type=section&id=Item%2016G.%20Corporate%20Governance) The company's corporate governance practices are governed by Mexican law, which differs from NASDAQ standards, particularly regarding director independence and committee structures - The company's corporate governance practices are governed by Mexican law and differ from NASDAQ standards for U.S. companies[1091](index=1091&type=chunk) - A significant difference is the director independence requirement: Mexican law requires **25% of the board to be independent**, whereas NASDAQ requires a majority for U.S. companies[1093](index=1093&type=chunk) - Unlike NASDAQ standards, Mexican law does not require independent directors to meet regularly in executive sessions[1094](index=1094&type=chunk)[1095](index=1095&type=chunk) - CEO and executive compensation is overseen by the Corporate Practices, Finance, Planning and Sustainability Committee, which is not required to be composed solely of independent directors, unlike the compensation committees required by NASDAQ for U.S. issuers[1098](index=1098&type=chunk) [Financial Statements](index=188&type=section&id=Item%2018.%20Financial%20Statements) This section presents the company's consolidated financial statements and detailed notes [Consolidated Statements of Financial Position](index=197&type=section&id=Consolidated%20Statements%20of%20Financial%20Position) As of December 31, 2022, total assets were Ps. 23.1 billion, with liabilities increasing to Ps. 14.5 billion and shareholders' equity decreasing to Ps. 8.6 billion due to significant dividend payments Consolidated Statement of Financial Position (in thousands of Mexican pesos) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | **Total Assets** | **23,069,978** | **22,889,141** | | Total Current Assets | 5,593,477 | 7,776,430 | | Total Non-current Assets | 17,476,501 | 15,112,711 | | **Total Liabilities** | **14,515,358** | **11,650,909** | | Total Current Liabilities | 5,259,018 | 4,902,430 | | Total Non-current Liabilities | 9,256,340 | 6,748,479 | | **Total Shareholders' Equity** | **8,554,620** | **11,238,232** | [Consolidated Statements of Income and Other Comprehensive Income](index=199&type=section&id=Consolidated%20Statements%20of%20Income%20and%20Other%20Comprehensive%20Income) For 2022, total revenues increased by 36.9% to Ps. 11.9 billion, resulting in a consolidated net income of Ps. 3.9 billion and earnings per share of Ps. 10.10 Consolidated Statement of Income (in thousands of Mexican pesos) | | 2022 | 2021 | 2020 | | :--- | :--- | :--- | :--- | | **Total Revenues** | **11,934,768** | **8,720,010** | **5,367,466** | | Aeronautical services | 7,055,543 | 5,277,728 | 2,942,558 | | Non-aeronautical services | 2,229,802 | 1,653,379 | 1,171,039 | | Construction services | 2,649,423 | 1,788,903 | 1,253,869 | | **Operating Income** | **6,064,486** | **4,110,389** | **1,721,468** | | **Consolidated Net Income** | **3,917,305** | **2,863,630** | **1,097,879** | | **Earnings Per Share (Ps.)** | **10.1017** | **7.3521** | **2.8038** | [Notes to Consolidated Financial Statements](index=202&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes provide detailed information on accounting policies, significant events, asset composition, debt, and related-party transactions [Note 2: Significant Events](index=202&type=section&id=Note%202%20Significant%20events) Key events in 2022 include VINCI's acquisition of a 29.99% stake, the issuance of Ps. 4.0 billion in sustainability-linked debt, and Ps. 6.67 billion in dividend payments - On December 7, 2022, VINCI Airports SAS completed the indirect acquisition of **29.99% of GACN's capital stock** by purchasing 100% of SETA and Aerodrome[1143](index=1143&type=chunk)[1144](index=1144&type=chunk) - On March 31, 2022, GACN issued **Ps. 4.0 billion** in sustainability-linked debt securities in two tranches (5-year variable rate and 7-year fixed rate) to repay short-term debt and finance MDP investments[1146](index=1146&type=chunk)[1147](index=1147&type=chunk)[1149](index=1149&type=chunk) - In 2022, the company paid two significant cash dividends totaling approximately **Ps. 6.67 billion**[1150](index=1150&type=chunk)[1151](index=1151&type=chunk) [Note 10: Investment in Airport Concessions](index=223&type=section&id=Note%2010%20Investment%20in%20airport%20concessions) The net carrying value of airport concessions was Ps. 13.94 billion in 2022, with Ps. 10.54 billion remaining to be invested under the 2021-2025 Master Development Program - The net carrying value of the investment in airport concessions was **Ps. 13.94 billion** as of December 31, 2022, up from **Ps. 11.68 billion in 2021**[1308](index=1308&type=chunk) - The Master Development Program for 2021-2025 commits to total investments of **Ps. 15.76 billion** (in constant pesos as of Dec 2022). As of year-end 2022, **Ps. 10.54 billion** remained to be invested through 2025[1308](index=1308&type=chunk) [Note 15: Long-Term Debt](index=229&type=section&id=Note%2015%20Long-term%20debt) Total long-term debt increased to Ps. 9.0 billion in 2022, with 70% at a fixed interest rate Long-Term Debt Composition (in thousands of pesos) | Debt Instrument | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Debt securities (OMA13) | 1,500,000 | 1,500,000 | | Green Notes (OMA21V) | 1,000,000 | 1,000,000 | | Debt securities (OMA21-2) | 2,500,000 | 2,500,000 | | Sustainability-linked notes (OMA22L) | 1,700,000 | — | | Sustainability-linked notes (OMA22-2L) | 2,300,000 | — | | **Total Long-term debt** | **9,000,000** | **5,000,000** | - As of December 31, 2022, **70% of the company's long-term debt** was at a fixed interest rate, with the remaining **30% at a variable rate**[1415](index=1415&type=chunk) [Note 24: Related Party Balances and Transactions](index=249&type=section&id=Note%2024%20Related%20party%20balances%20and%20transactions) The primary related party transaction is the Ps. 177.7 million technical assistance fee paid to SETA in 2022, alongside compensation for directors and key management - The primary related party transaction is the technical assistance fee paid to SETA, which amounted to **Ps. 177.7 million in 2022**[1454](index=1454&type=chunk) - Compensation for directors and key management personnel totaled **Ps. 15.7 million** and **Ps. 149.6 million**, respectively, in 2022[1454](index=1454&type=chunk)[1455](index=1455&type=chunk) [Note 25: Operating Segment Data](index=252&type=section&id=Note%2025%20Operating%20segment%20data) This note provides a breakdown of operating income by segment, including metropolitan, tourist, regional, border, and other diversified segments Operating Income by Segment (2022, in thousands of pesos) | Segment | Operating Income | | :--- | :--- | | **Metropolitan** | | | Monterrey | 1,337,766 | | **Tourist** | | | Acapulco | 106,615 | | Mazatlán | 182,543 | | Zihuatanejo | 85,484 | | **Regional** | | | Chihuahua | 210,624 | | Culiacán | 284,812 | | **Border** | | | Ciudad Juárez | 212,342 | | **Other Segments** | | | Hotels (NH T2 & Hilton) | 91,536 | | Industrial Park (VYNMSA) | 41,608 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2023 GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (CENTRAL NORTH AIRPORT GROUP) _________________________________________________________________ (Translation of Registrant's Name Into English) México _________________________________________________________________ (Jurisdiction of incorpo ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (CENTRAL NORTH AIRPORT GROUP) _________________________________________________________________ (Translation of Registrant's Name Into English) México _________________________________________________________________ (Jurisdiction of incorporatio ...

Call Start: 08:00 January 1, 0000 8:29 AM ET Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (NASDAQ:OMAB) Q4 2022 Earnings Conference Call February 17, 2023 08:00 ET Company Participants Emmanuel Camacho - Investor Relations Ricardo Duenas - Chief Executive Officer Ruffo Perez Pliego - Chief Financial Officer Conference Call Participants Rodolfo Ramos - Bradesco BBI Gabriel Himelfarb - Deutsche Bank Francisco Suarez - Scotiabank Operator Greetings and welcome to the Grupo Aeroportuario del Centro Nort ...

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (NASDAQ:OMAB) Q3 2022 Earnings Conference Call October 31, 2022 12:00 PM ET Company Participants Emmanuel Camacho - IR Officer Ricardo Duenas - CEO Ruffo Perez Pliego - CFO Conference Call Participants Alejandro Zamacona - Crédit Suisse Juan Ponce - Bradesco Juan Macedo - GBM Gabriel Himelfarb - Scotiabank Alberto Valerio - UBS Operator Greetings, welcome to OMAÂ's Third Quarter 2022 Earnings Conference Call. [Operator Instructions] Please note this confe ...

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (NASDAQ:OMAB) Q2 2022 Earnings Conference Call July 27, 2022 11:00 AM ET Company Participants Emmanuel Camacho - IR Officer Ricardo Duenas - CEO Ruffo Perez Pliego - CFO Conference Call Participants Alejandro Zamacona - Crédit Suisse Rodolfo Ramos - Bradesco BBI Stephen Trent - Citigroup Pablo Monsivais - Barclays Bank Guilherme Mendes - JPMorgan Chase & Co. Gabriel Himelfarb - Scotiabank Alan Macias - Bank of America Merrill Lynch Operator Greetings, and ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 GRUPO AEROPORTUARIO DEL CENTRO NORTE, S.A.B. DE C.V. (CENTRAL NORTH AIRPORT GROUP) (Translation of Registrant's Name Into English) México (Jurisdiction of incorporation or organization) Torre Latitud, L501, Piso 5 Av. Lázaro Cárdenas 2225 Col. Valle Oriente, San Pedro Garza García Nuevo León, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE AC ...

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (NASDAQ:OMAB) Q1 2022 Earnings Conference Call April 26, 2022 12:30 PM ET Company Participants Emmanuel Camacho - IR Ricardo Duenas Espriu - CEO Ruffo Perez Pliego - CFO Conference Call Participants Javier Gayol - GBM Alejandro Zamacona - Credit Suisse Guilherme Mendes - JPMorgan Rodolfo Ramos - Bradesco BBI Gabriel Himelfarb - Scotiabank Alan Macias - Bank of America Disclaimer*: This transcript is designed to be used alongside the freely available audio ...