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ANEXO 1: RECOMENDACIONES PARA PREVENIR LA CONTAMINACIÓN DE LOS CEREALES POR MICOTOXINAS
We are the leading airport operator in the world in terms of passenger volume (serving 153.3 million passengers for the nine months ended September 30, 2014 and 187.4 million passengers for the year ended December 31, 2013). In the nine-month period ended September 30, 2014, our Total Revenue amounted to A2,394.2 million (A2,931.6 million for the year ended December 31, 2013). We currently operate 46 airports (32 owned, eight in joint use with the Spanish Ministry of Defense (Ministerio de Defensa, the ‘‘Ministry of Defense’’) and six military air bases open to civilian use in joint use with the Ministry of Defense) and two heliports (both concessions), all of which are located in Spain, and, through our subsidiary Aena Internacional, we operate an airport in the United Kingdom and have equity stakes in companies operating 12 airports in Mexico and two in Colombia. We own two of the ten largest airports in the European Union in terms of passenger volume, the Adolfo Su´arez Madrid-Barajas Airport (the fifth largest airport in the European Union according to ACI-Europe 2013, with 39.7 million passengers in 2013) and the Barcelona-El Prat Airport (the ninth largest airport in the European Union according to ACI-Europe 2013, with 35.2 million passengers in 2013). In addition, five of the airports we own and operate in Spain (Palma de Mallorca, M´alaga-Costa del Sol, Gran Canaria, Alicante-Elche and Tenerife Sur) service over 8 million passengers per year.
The scale and diversity of our airport network have provided us with broad experience in managing airports of different types and sizes. For instance, we operate a large international hub, the Adolfo Su´arez Madrid-Barajas Airport, a domestic and European hub, the Barcelona-El Prat Airport, airports in tourist destinations such as the M´alaga-Costa del Sol and the Palma de Mallorca airports, domestic airports typically used for short-term visits such as the Bilbao and the Sevilla airports, and regional airports, including air bases, heliports and general aviation airports.
We operate in three segments: (i) airports (which accounted for 94.9% of our consolidated EBITDA for the nine months ended September 30, 2014 and 95.7% for the year ended December 31, 2013), which is divided into two business lines, aeronautical activities (which accounted for 67.2% of our consolidated EBITDA for the nine months ended September 30, 2014 and 68.5% for the year ended December 31, 2013) and commercial activities (which accounted for 27.7% of our consolidated EBITDA for the nine months ended September 30, 2014 and 27.2% for the year ended December 31, 2013); (ii) off-terminal services (which accounted for 4.9% of our consolidated EBITDA for the nine months ended September 30, 2014 and 4.2% for the year ended December 31, 2013); and (iii) international (which accounted for 0.2% of our consolidated EBITDA for the nine months ended September 30, 2014 and 0.1%
for the year ended December 31, 2013).
Our airport network in Spain consists of three main airports, Adolfo Su´arez Madrid-Barajas, Barcelona-El Prat and Palma de Mallorca, and a variety of other airports divided into four categories: the Canary Islands Group, composed of the eight airports on the Canary Islands; Group I Airports, composed of airports with a volume of more than two million passengers per year; Group II Airports, composed of airports with a volume of between 0.5 million and two million passengers per year; and Group III Airports, composed of airports with a volume of less than 0.5 million passengers per year.
Outside of Spain, we operate the London Luton Airport in the United Kingdom through a majority-owned subsidiary of Aena Internacional, and have equity stakes in companies operating the Alfonso Bonilla Arag´on Airport (Cali) and Rafael N´u˜nez Airport (Cartagena de Indias) in Colombia; and the Aguascalientes, Baj´ıo, Hermosillo, Guadalajara, La Paz, Los Mochis, Manzanillo, Mexicali, Morelia, Puerto Vallarta, San Jos´e del Cabo and Tijuana airports in Mexico.
Our airport network model has allowed us to reduce costs due to the synergies and economies of scale resulting from the size and volume of our business and to provide a better quality of services throughout our different segments. Our airport network benefits from high levels of tourism in Spain, a key driver for our business. Tourism accounted for 10.9% of Spain’s gross domestic product (‘‘GDP’’) in 2012 and reached a record high of more than 61.7 million international tourists in 2014, according to the Spanish Instituto Nacional de Estad´ıstica (‘‘INE’’).
In 2013, Spain ranked third in the world in terms of number of international visitors per year and second in the world in terms of revenue derived from international tourism according to the WTO. Approximately 80.4% of the foreign tourists who visited Spain in 2013 flew into Spain according to Frontur.
As of September 30, 2014, approximately 728 airlines operated in our network, connecting approximately 147 countries. As of September 30, 2014, there were approximately 6,200 companies rendering services through our network. These companies provided employment opportunities to approximately 440,000 individuals in Spain (2% of the entire Spanish employment population).
For the nine-month period ended September 30, 2014, our ordinary revenue totaled A2,328.5 million (A2,876.8 million for the year ended December 31, 2013). For the nine-month period ended September 30, 2014, our airports segment generated ordinary revenue in the amount of A2,203.0 million (A2,724.1 million for the year ended December 31, 2013) of which A1,725.6 million (A2,171.4 million in 2013) was generated by our aeronautical activities and A477.3 million (A552.8 million in 2013) was generated by our commercial activities; our off-terminal services segment generated ordinary revenue in the amount of A120.7 million (A146.2 million in 2013); and our international segment generated ordinary revenue in the amount of A5.9 million (A8.1 million in 2013).
Our History
Prior to our incorporation in 2011, the operation of Spanish airports was entrusted to our sole shareholder, Enaire, a state-owned entity incorporated by means of Law 4/1990, of June 29.
Between 1992 and 2000, Enaire successfully completed, among others, the construction of new terminals at the Adolfo Su´arez Madrid-Barajas Airport, Barcelona-El Prat, Sevilla, M´alaga-Costa del Sol, Jerez de la Frontera, Melilla, Granada, Bilbao, A Coru˜na, El Hierro and Lanzarote airports, and expanded the Alicante-Elche and Almer´ıa terminals.
Between 2000 and 2010 additional terminals were inaugurated in Adolfo Su´arez Madrid-Barajas and Barcelona-El Prat, and the airports of Alicante-Elche and Valencia were renovated.
On December 3, 2010, Royal Decree 13/2010 authorized the creation of our Company as a separate legal entity from Enaire. The authorization for the Company’s incorporation became effective on February 25, 2011 by a resolution adopted by the Council of Ministers. Once incorporated on May 31, 2011, we began operating those airports previously entrusted to Enaire. See note 1 to our Interim Financial Statements for additional information on the terms of the contribution of this activity from Enaire to the Company, its measurement and accounting treatment.
In 2013, Aena Internacional, together with a financial partner, acquired a 100.0% stake in the concessionaire of Luton Airport in London.
Since the incorporation of Enaire, the network and scope of operations that was transferred to us upon our incorporation in 2010 increased considerably. In the first year of its incorporation, Enaire managed and operated 40 airports, serving more than 76 million passengers and approximately 900,000 aircraft operations. In 2013, we operated 46 airports (32 owned, eight in joint use with the Ministry of Defense and six military air bases open to civilian use in joint use with the Ministry of Defense) and two heliports (both concessions), serving more that 187 million passengers and approximately 1.8 million aircraft operations.
Investment Highlights
Unique market-leading airport operator
We are the leading airport operator in the world in terms of passenger volume (serving A153.3 million passengers for the nine months ended September 30, 2014 and 187.4 million passengers for the year ended December 31, 2013) and in terms of Total Revenue (totaling A2,394.2 million for the nine months ended September 30, 2014 and A2,931.6 million for the year ended December 31, 2013). We currently operate 46 airports and two heliports (32 owned, eight in joint use with the Spanish Ministry of Defense, and six military air bases open to civilian use in joint use with the Ministry of Defense) and two heliports (both concessions), all of which are located in Spain, and through our subsidiary Aena Internacional, we operate an airport in the United Kingdom and have equity stakes in companies operating 12 airport concessions in Mexico and two in Colombia. We own two of the ten largest airports in the European Union in terms of passenger volume, the Adolfo Su´arez Madrid-Barajas Airport (the fifth largest airport in the European Union according to ACI-Europe 2013, with 39.7 million passengers in 2013) and the Barcelona-El Prat Airport (the ninth largest airport in the European Union according to ACI-Europe 2013, with 35.2 million passengers in 2013).
We believe that the scale and diversity of our network give us a unique competitive advantage over our competitors due to the synergies and economies of scale of our network, which is reflected in
industry-leading EBITDA margins. This also allows us to serve a diversified traffic mix and a large airline customer base, which reduces our customer concentration, provides us with an expansive commercial platform offering a variety of services, and strengthens our presence in the airport industry where our brand is widely recognized.
We benefit from operating a national network, which we believe gives us a unique competitive advantage against our peers. These benefits include the following:
• a unique platform for testing and implementing best practices in all types of airports, from hubs to tourist destinations;
• heightened influence in international civil aviation organizations;
• a large scale of retail space that allows us to secure favorable contract conditions in our commercial segment;
• a scalable size that allows us to obtain better financing terms for our indebtedness; and
• a large-scale network that supports our international expansion.
Key infrastructure for Spanish tourism and economy
Our airport network offers a diversified infrastructure combining a large international hub, the Adolfo Su´arez Madrid-Barajas Airport, a domestic and European hub, the Barcelona-El Prat Airport, tourist destination airports such as the M´alaga-Costa del Sol and Palma de Mallorca airports, domestic airports typically used for short term visits such as the Bilbao and Sevilla airports and regional airports, including bases, heliports and general aviation airports. The scale and diversity of our network allow us to cope with the large number of tourists entering Spain, the third largest tourist destination worldwide according to the WTO. As such, our network is key to the Spanish economy as tourism represented 10.9% of Spain’s GDP in 2012 according to the INE. In fact, our airports served as the main gateway for international tourism in Spain as 80.4% of all international visitors entering Spain in 2013 arrived by plane according to Frontur.
State-of-the-art infrastructure with ample capacity available
As part of our expansion and modernization strategy, we have invested in our infrastructure creating modern state-of-the-art airports nationwide by carrying out a substantial investment plan from 2000 to 2010. As a result of our investments, as of December 31, 2013 the gross book value of our property plant and equipment amounted to A22.6 billion (with a gross book value of A8.0 billion, A3.9 billion and A2.0 billion for the Adolfo Su´arez Madrid-Barajas, Barcelona-El Prat and M´alaga-Costa del Sol airports, respectively, as the most relevant examples). Our investments also allowed us to increase our network’s capacity to be able to accommodate large demands of passenger air traffic. According to our own estimates based on regulatory and environmental restrictions, opening hours of our airports and quality of service, the combined estimated annual capacity of our airports is 335 million passengers, which we believe gives us enough flexibility to sustain increasing demands of passenger air traffic in the years to come.
In the near future, we anticipate that our capital expenditures will be related principally to maintaining the quality and security standards at our airports. The amount of such capital expenditures will be limited for two main reasons. First, we have largely completed our capacity expansion program and the modernization of our airports and began curtailing our capital expenditures levels. Second, Law 18/2014 limits our capital expenditures to a maximum of A450 million per year, on average, during specified periods. While we expect to keep low levels of capital expenditures in the near future, we believe that investments made in the past, such as new terminals and the remodeling of various commercial spaces, will benefit us in the future and give us enough flexibility to comply with the requirements imposed by Law 18/2014. See ‘‘Regulatory Framework—Regulations Applicable to Us as an Airport Manager and Operator—General Framework Applicable to Our Regulated Aeronautical Activities.’’
Significant company turnaround already achieved by management
Since the beginning of 2012, we have put in place a series of measures to improve our operational efficiency, increase our profitability and generate sustainable positive cash flows, including a reduction in our staff, a decrease in the operating hours in some of our least-profitable airports and the launching of new tenders for various contracts with our suppliers, adding generally more favorable terms than those previously in place. These measures, together with the implementation of certain statutory increases in the rates and fees we may charge for our regulated aeronautical activities, all of which were implemented in a
declining passenger air traffic environment, have not only allowed us to significantly reduce our operational expenditures, but also allowed us to almost double our Adjusted EBITDA in two years (from A882.8 million in 2011 to A1,610.0 million in 2013) and improve our Adjusted EBITDA margins (percentage of Total Revenue) from 35.7% in 2011 to 54.9% in 2013, which are currently among the best in the airport industry.
Favorable economic trends supporting air traffic growth
Passenger air traffic is closely correlated with macroeconomic conditions. According to the Airbus Forecast 09-28, a 1.0% increase in a country’s GDP implies an increase of between 1.0% and 2.5% in the demand for passenger air traffic. Furthermore, airports worldwide have, over the long term, proven resilient to financial shocks and economic downturns, enjoying a 5% compound average annual growth rate in air passenger traffic since 1980 according to ICAO RPK. Accordingly, recent expectations of economic expansion in Spain and the rest of the world suggest favorable economic conditions for air passenger traffic growth. The IMF-World Economic Outlook Database of July 24, 2014 estimated an increase of 1.2% and 1.5% in the European Union’s GDP for 2014 and 2015, respectively. We believe that these conditions, coupled with our unique position as an airport network operator with a relatively diversified exposure to airline customers, types of passengers and geographies, provides favorable conditions for potential growth in the near future not only in terms of passenger air traffic but also of our commercial revenue (which is closely linked to the number of passengers traveling through our airport network).
Excellent positioning for growth
Since the beginning of 2012, we have implemented a three-year commercial action plan to obtain better results for our commercial business line of our airports segment and our off-terminal services segment. We revised several of our commercial locations increasing their space and improving their layouts, launched new tenders with generally better terms and conditions than those previously in place and were able to attract recognized national and international brands and commercial services providers to our locations (including WDFG). The implementation of this three-year plan was recently completed just as traffic recovery started and benefits are already beginning to accrue as ordinary revenue from our commercial activities business line within our airports segment increased 6.8% to A552.8 million in 2013 from A517.4 million in 2011 and 13.5% to A477.3 million for the nine-month period ended September 30, 2014 from A420.7 million during the same period in 2013.
Strong cash-flow generation profile
Since the beginning of 2012, we have focused on reducing our costs and generating sustainable positive cash flows in order to achieve high levels of cash conversion and delever. This has led to a significant turnaround in our operations, with EBITDA margins among best-in-class with respect to other airport operators. In addition, we were able to successfully novate our debt on the same terms as the original agreements to which the Selling Shareholder was a party, maintaining competitive financing costs at an average of 1.9%, significantly lower than our most significant competitors and with average maturities of 13.2 years (as of September 30, 2014). We believe that our high level of cash conversion, in part due to our expected low capital expenditure levels, signals our ability to delever, return capital to our shareholders and potentially develop our international strategy.
Strategy
Since the beginning of 2012, we have implemented a new business model to foster our growth, which we believe will allow us to continue being a leader in the industry where we operate. This business model focuses on: maintaining our efficiency levels; limiting our investments to a certain capital expenditure level;
increasing our ordinary revenue from our airports segment by promoting competitive tenders to increase our commercial activities business line; and evaluating and restructuring our international investments. We believe these measures will allow us, among other things, to generate positive sustainable levels of cash flows and reduce our leverage ratio in coming years, as has happened in the last two years.
In recent years our strategy has centered on reducing costs and generating positive cash flows. We focus on having high cash conversion that allows us to rapidly delever, return capital to our shareholders and, conditional to our deleveraging and dividend policy, on a case-by-case basis under strict investment criteria, expand our international operations through selective and opportunistic acquisitions.
In addition to our company-wide strategy, the strategy of each of our business segments can be summarized as follows:
Airports segment Aeronautical activities
We have implemented a marketing strategy to increase passenger air traffic growth in our airports. The main focus of this strategy is to recover domestic air traffic, maintain our strong position in the European market and open strategic intercontinental routes. We have increased our efforts to attract new airlines to our airports and to foster the opening of new routes and bases by offering airlines incentives and marketing support to promote growth and attractiveness in the routes they operate.
We intend to achieve these objectives through specific strategies for our different types of airports:
• Adolfo Su´arez Madrid-Barajas. We intend to maintain Adolfo Su´arez Madrid-Barajas Airport among the main European hubs, and consolidate it as the main connection point between Europe and Latin America. We plan to do so by (i) supporting leading hub airlines operating in the Latin American market through growth-based incentives and marketing support, as well as the development of a connecting area in Terminals T1, T2 and T3, in parallel with the hub operation at T4 and T4S, in order to position the Madrid hub as the main European gateway to Latin America; (ii) developing a balanced model for connecting LCCs by offering growth-based incentives, identifying key airlines that can significantly increase traffic to Europe and advertising Madrid as a destination for European travelers; (iii) developing new strategic intercontinental routes through the promotion of Madrid in key cities in Asia and the Middle East (such as Tokyo, Shanghai, Delhi and Abu Dhabi) and developing additional connectivity with Latin America; (iv) increasing passenger air traffic in the Madrid-Barcelona ‘‘air shuttle’’ by strengthening the exclusivity of the route and developing a catalogue of related services (parking discounts, business centers and other airport services);
(v) promoting domestic passenger air traffic; and (vi) taking advantage of the saturation levels in other European hubs.
(v) promoting domestic passenger air traffic; and (vi) taking advantage of the saturation levels in other European hubs.