The following diagram reflects a simplified summary of our organizational structure as of the date hereof:
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 |
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 ACT OF 1934 |
Commission File Number
(Exact name of registrant as specified in its charter) |
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Not Applicable |
(Translation of registrant’s name into English) |
Grand Duchy of |
(Jurisdiction of incorporation or organization) |
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(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | | Trading Symbol | | Name of each exchange on which registered |
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | |
Non-Accelerated filer | ☐ | Emerging growth company |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐ |
| Other ☐ |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
Yes ☐ No
TABLE OF CONTENTS
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i
CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements about our expectations, beliefs and intentions regarding, among other things, our products and services, development efforts, business, financial condition, results of operations, strategies, plans and prospects. Forward-looking statements can be identified by the use of forward-looking words such as “believe,” “expect,” “intend,” “plan,” “may,” “should,” “could,” “might,” “seek,” “target,” “will,” “project,” “forecast,” “continue” or “anticipate” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the factors listed below:
| ● | our business strengths and future results of operation; |
| ● | delays or unexpected casualties related to construction under our investment plans and master plans; |
| ● | our ability to generate or obtain the required capital to fully develop and operate our airports; |
| ● | impact of epidemics, pandemics, and public health crises; |
| ● | general economic, political, demographic and business conditions in the geographic markets we serve; |
| ● | decreases in passenger traffic; |
| ● | changes in the fees we may charge under our concession agreements; |
| ● | inflation and hyperinflation, depreciation, and devaluation of the AR$, EUR, BRL, UYU or AMD, against the U.S. dollar; |
| ● | the early termination, revocation, or failure to renew or extend any of our concession agreements; |
| ● | the right of the Argentine Government to buy out the Aeropuertos Argentina 2000 S.A. (“AA2000”) Concession Agreement (as defined herein); |
| ● | changes in our investment commitments or our ability to meet our obligations thereunder; |
| ● | existing and future government regulations; |
| ● | environmental changes and/or natural disaster-related losses which may not be fully insurable; |
| ● | ongoing and potential geopolitical conflicts, including, among others, those involving Russia, Ukraine, Israel, Hamas, Iran, Cuba and Venezuela; |
| ● | adverse rulings in legal or regulatory disputes or proceedings; and |
| ● | cyber-terrorism in the markets we serve. |
We believe these forward-looking statements are reasonable; however, these statements speak only as of the date of this annual report and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from those anticipated by the forward-looking statements. We discuss these risks in this annual report in greater detail under the heading “Risk Factors.” Given these uncertainties, you should not rely upon forward-looking statements as predictions of future events.
Unless required by law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or developments or otherwise.
2
CERTAIN CONVENTIONS
Corporación América Airports S.A. (“CAAP”) was incorporated under the laws of the Grand Duchy of Luxembourg (“Luxembourg”) on December 14, 2012. The Company owns no material assets other than its direct and indirect ownership of the issued share capital of other intermediate holding companies for all our operating subsidiaries. Except where the context otherwise requires or where otherwise indicated, all references to the “Company,” “CAAP,” “we,” “us” and “our” refer to Corporación América Airports S.A. and its consolidated subsidiaries, as well as those businesses we account for using the equity method.
In this annual report, unless otherwise specified or the context otherwise requires:
| ● | “U.S.$,” “USD” and “U.S. dollar” each refers to the United States dollar; |
| ● | “AR$” refers to the Argentine peso; |
| ● | “€,” “EUR” or “euro” each refers to the euro, the single currency established for members of the European Economic and Monetary Union since January 1, 1999; |
| ● | “R$” or “BRL” each refers to the Brazilian real; |
| ● | “$U” or “UYU” each refers to the Uruguayan peso; and |
| ● | “AMD” refers to the Armenian dram. |
We have translated some of the local currency amounts contained in this annual report into U.S. dollars for convenience purposes only. The U.S. dollar-equivalent information presented in this annual report is provided solely for convenience and should not be construed as implying that the amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. See “Item 3. Key Information— Risk Factors— Depreciation or fluctuation of the currencies of the countries where we operate could adversely affect our results of operations and financial condition.”
Certain numbers and percentages included in this annual report have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in various tables or other sections of this annual report may vary slightly, and figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that preceded them.
3
PRESENTATION OF FINANCIAL INFORMATION
This annual report contains our audited consolidated financial statements as of December 31, 2025 and 2024 and for our fiscal years ended December 31, 2025, 2024 and 2023 (our “Audited Consolidated Financial Statements”).
We prepare our Audited Consolidated Financial Statements in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (“IFRS”). We have applied all IFRS effective at the time of preparing our Audited Consolidated Financial Statements. Our Audited Consolidated Financial Statements have been audited by Price Waterhouse & Co. S.R.L. (“PwC”), a member firm of the PricewaterhouseCoopers global network, and an independent registered public accounting firm, whose report is also included in this annual report on Form 20-F.
Our Audited Consolidated Financial Statements are presented in U.S. dollars. Our fiscal year ends on December 31 of each year. Accordingly, all references to a particular year are to the year ended December 31 of that year.
Our Segments
As of and for the fiscal year ended December 31, 2025, we have identified six reportable segments: Argentina, Italy, Brazil, Uruguay, Ecuador and Armenia. See Note 4 to our Audited Consolidated Financial Statements and “Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services.”
Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services
“Adjusted Segment EBITDA” is defined, with respect to each segment, as net income before financial income, financial loss, inflation adjustment, income tax expense, depreciation and amortization for such segment. Adjusted Segment EBITDA excludes certain items that are not considered part of our core operating results. Our management also reviews a metric of performance, denominated “Adjusted Segment EBITDA excluding Construction Services,” which only differs with the Adjusted Segment EBITDA measure by excluding the Construction Services margin (construction services revenue and construction services cost). We have included the reconciliation of Adjusted EBITDA and Adjusted EBITDA excluding Construction Services to consolidated net income for all the periods presented. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.”
Although Adjusted EBITDA, and consequently, Adjusted EBITDA excluding Construction Services, are commonly viewed as non-IFRS measures in other contexts, pursuant to IFRS 8, “Segment Information,” these are treated as IFRS measures in the manner in which we use them. We use Adjusted EBITDA and Adjusted EBITDA excluding Construction Services for purposes of making decisions about allocating resources to our segments and to internally evaluate their financial performance because we believe they reflect current core operating performance and provide an indicator of the segment’s ability to generate cash.
Non-IFRS Information
Adjusted EBITDA and Adjusted EBITDA excluding Construction Services
“Adjusted EBITDA” is a non-IFRS financial measure defined as net income before financial income, financial loss, inflation adjustment, income tax expense, depreciation and amortization. “Adjusted EBITDA excluding Construction Services” only differs with the previously mentioned measure by excluding Construction Services margin.
Adjusted EBITDA and Adjusted EBITDA excluding Construction Services are not defined under IFRS and have important limitations as analytical tools. You should not consider them in isolation or as a substitute for analysis of our results as reported under IFRS. For example, Adjusted EBITDA and Adjusted EBITDA excluding Construction Services have the following limitations:
| ● | exclude certain tax payments that may represent a reduction in cash available to us; |
| ● | do not reflect any cash capital expenditure requirements for the assets being depreciated and amortized that may have to be replaced in the future; |
| ● | do not reflect changes in, or cash requirements for, our working capital needs; and |
| ● | do not reflect the significant interest expense, or the cash requirements, necessary to service our debt. |
4
We believe that the presentation of Adjusted EBITDA and Adjusted EBITDA excluding Construction Services enhances investors’ understanding of our performance. We believe these measures are useful metrics for investors to assess our operating performance from period to period by excluding certain items that we believe are not representative of our core business. We present Adjusted EBITDA and Adjusted EBITDA excluding Construction Services to provide supplemental information that we consider relevant for the readers of our Audited Consolidated Financial Statements included elsewhere in this annual report, and such information is not meant to replace or supersede IFRS measures.
In addition, our management believes Adjusted EBITDA and Adjusted EBITDA excluding Construction Services are useful because they allow us to evaluate our operating performance and compare the results of our operations from period to period without regard to our financing methods, capital structure or income taxes more effectively. We exclude the items listed above from income for the year in arriving at Adjusted EBITDA and Adjusted EBITDA excluding Construction Services because these amounts can vary substantially from company to company within our industry depending upon accounting methods and book values of assets, capital structures and the method by which the assets were acquired.
Adjusted EBITDA and Adjusted EBITDA excluding Construction Services should not be considered as alternatives to, or more meaningful than, consolidated net income for the year as determined in accordance with IFRS or as indicators of our operating performance from continuing operations.
Adjusted EBITDA and Adjusted EBITDA excluding Construction Services may not be the same as similarly titled measures used by other companies.
We have included the reconciliation of Adjusted EBITDA and Adjusted EBITDA excluding Construction Services to consolidated net income for all the periods presented. See “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.”
5
PRESENTATION OF INDUSTRY AND MARKET DATA
In this annual report, we rely on, and refer to, information regarding our business and the markets in which we operate and compete. The market data and certain economic and industry data and forecasts used in this annual report were obtained from internal surveys, market research, governmental and other publicly available information, and independent industry publications. Industry publications, surveys, and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. We believe that these industry publications, surveys, and forecasts are reliable, but we have not independently verified them and cannot guarantee their accuracy or completeness.
Certain market share information and other statements presented herein regarding our position relative to our competitors are not based on published statistical data or information obtained from independent third parties but reflect our best estimates. We have based these estimates upon information obtained from publicly available information from our competitors in the industry in which we operate.
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3. KEY INFORMATION
A. [Reserved]
B. CAPITALIZATION AND INDEBTEDNESS
Not applicable.
C. REASONS FOR THE OFFER AND USE OF PROCEEDS
Not applicable.
D. RISK FACTORS
You should carefully consider the risks and uncertainties described below, together with the other information contained in this annual report, before making any investment decision. Any of the following risks and uncertainties could have a material adverse effect on our business, prospects, results of operations and financial condition. The market price of our common shares could decline due to any of these risks and uncertainties, and you could lose all or part of your investment. The risks described below are those that we currently believe may materially affect us.
Summary of Risk Factors
The following is a series of concise statements highlighting the principal, but not all, risk factors that we face. The list is followed by a discussion of the Company’s risk factors, including those highlighted below.
Risks Related to Our Business and Industry
| ● | Our concessions may be terminated under various circumstances, some of which are beyond our control. |
| ● | We may be subject to monetary penalties or early termination if we fail to comply with the terms of our concession agreements. |
| ● | Changes in government policies, legal frameworks, or concession terms could adversely affect our operating rights, potentially leading to financial and operational disruptions. |
6
| ● | Outbreaks of infectious diseases and public health crises could materially adversely affect traffic levels and air traffic demand. |
| ● | Geopolitical uncertainties and increasing trade protectionism, including the escalation of international conflicts, trade wars and economic sanctions, may negatively impact global economic conditions, affecting air travel demand and airport operations. These factors could reduce international air travel volumes, disrupt airline operations, and have a material adverse effect on our business, results of operations and financial condition. |
| ● | We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks. |
| ● | Our revenue is highly reliant on air traffic levels, which in turn are influenced by economic and political conditions in the countries where we operate our airports. |
Risks Related to Argentina and the AA2000 Concession Agreement
| ● | The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement. |
| ● | Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations. |
| ● | The Argentinian National Airports System Regulatory Body (Organismo Regulador del Sistema Nacional de Aeropuertos, “ORSNA”) may adjust the fees we charge for aeronautical services, the payments we are required to make to the Argentine Government and our investment plan in a way that is detrimental to us or fail to adjust them to restore the AA2000 Concession Agreement’s economic equilibrium. |
| ● | If ORSNA does not approve the capital expenditures already made under the AA2000 Concession Agreement, we could be required to make additional capital expenditures, which may affect our cash flows and financial condition. |
Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate
| ● | Italy. The approval process for the Florence Airport master plan requires authorization from both local and national authorities, with informational involvement of the European Commission. Any further delay could adversely affect our ability to increase revenues and profits derived from the operation of such airport. |
| ● | Brazil. We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee. |
| ● | Uruguay. Our Uruguayan airport operations, particularly at Punta del Este Airport, are heavily dependent on air traffic from Argentina and Brazil. Any deterioration in the economic conditions of our neighboring markets, particularly Argentina, could have a material impact on our business and operating results. |
| ● | Armenia. The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations. |
Risks Related to Our Common Shares
| ● | We issued, and may further issue, options, restricted shares, and other forms of share-based compensation, which could dilute shareholder value and cause the price of our common shares to decline. |
| ● | A significant portion of our common shares may be sold into the public market, which could cause the market price of our common stock to drop significantly, regardless of our operational performance. |
7
Risks Related to Our Business and Industry
Our concessions may be terminated under various circumstances, some of which are beyond our control.
Our business consists of acquiring, developing and operating airport concessions. These concessions are granted by governmental authorities for a limited period of time and subject to several conditions and obligations.
Our airport concessions may be terminated under various circumstances, many of which are beyond our control. Our concession agreements may be terminated at any time by the relevant governments or agencies. Termination can occur at any time for public interest reasons or due to our material and repeated breaches of the concession terms. In addition, our concession agreements may be terminated as a result of auction processes, in the event that a different concessionaire is awarded the concession. The termination of one or more of our concessions could have a material adverse effect on our business, financial condition, and results of operations.
If an applicable governmental authority terminates any of our concessions, for public interest reasons or without cause, we may be entitled to seek claims for compensation from such terminating governmental authority. Although termination payments vary by concession, they usually include a claim for indemnification equal to the value of our non-amortized investments relating to operating the airports and rendering the services agreed under the concession agreements plus loss of profits. Collecting on such claims may be challenging and time-consuming, and the returns may not meet expectations, potentially harming our business, financial condition, and results of operations.
In the AA2000 Concession Agreement, our largest concession operations, the Argentine Government has the right to buy out the concession agreement upon prior notification to us and indemnify us for certain incurred investments. See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations.”
We may be subject to monetary penalties or early termination if we fail to comply with the terms of our concession agreements.
We may be subject to monetary penalties or face early termination of our concession agreements if we fail to comply with their terms. Certain breaches may provide for cure periods or other remedial actions, while substantial or repeated violations, can result in monetary sanctions or, in some cases, immediate termination of the applicable concession. Difficulties in meeting our obligations under our concession agreements or complying with applicable laws and regulations enforced by the relevant governmental authorities may result in sanctions on us. For a description of the consequences that may result from violation of concessions terms, or applicable local laws and regulations related to such concessions, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework.” Monetary penalties could negatively affect our results of operations.
In addition, under all our concession agreements, we are required to establish and comply with an investment plan for the airports covered under such agreements. Failure to fulfill our investment commitments on a timely basis or obtain sufficient financing to fund the projects, could lead to a breach of the relevant concession agreement, potentially resulting in monetary fines or the early termination of our concession agreements.
Changes in government policies, legal frameworks, or concession terms could adversely affect our operating rights, potentially leading to financial and operational disruptions.
Our business operations rely on concessions, licenses, and regulatory approvals granted by governmental authorities. Changes in government policies, legal frameworks, or the terms and conditions of our concessions agreements could negatively impact our ability to operate and expand our business. These changes may include modifications to concession agreements, imposition of stricter regulatory requirements, increased fees or taxes, or even early termination of operating rights.
If any of these changes occur, we may face delays, additional costs, or legal disputes that could adversely affect our financial performance. Moreover, uncertainty regarding future regulatory actions could impact our long-term investment decisions and business strategy. Failure to effectively adapt to such regulatory changes could result in operational disruptions, decreased revenues, or financial losses.
8
Our revenue and profitability may be adversely affected if we are unable to win new concession agreements, acquire companies with existing concession agreements, or otherwise improve or expand our current operations.
Our growth strategy relies on identifying and winning new concession agreements, acquiring companies with existing concession agreements, or improving and expanding our current operations. Our future growth may also depend on greenfield development projects, which may require significant development timelines and upfront financial commitments for construction and development. Although we anticipate having opportunities to bid for new concession agreements or acquire existing concessionaires in the future, we cannot predict the frequency or accuracy of such opportunities. We may not be able to successfully expand our operations due to, among other factors, an inability to accurately assess the suitability of airport locations, anticipate all the challenges imposed by expanding our operations or succeed in executing our growth plan efficiently. We also may fail to execute expansion projects without budget or, on a timely basis or expand at all. Additionally, the ability of certain subsidiaries of the Company to complete the investments required by the concession contracts within the agreed deadlines and costs, as well as to comply with the regulatory and contractual requirements of the granting authorities, may depend on additional capital contributions from CAAP. In addition, to secure a particular concession contract, we may be required to make investments or incur other expenses that would render such concession less economically attractive.
Our growth strategy and the substantial investment associated with the acquisition of new concessions or expansion existing concessions may cause our operating results to fluctuate and be unpredictable.
Outbreaks of infectious diseases and public health crises could materially adversely affect traffic levels and air traffic demand.
Outbreaks of existing or future infectious diseases, public health crises, and governmental responses to such events, could provoke responses that negatively affect passenger air traffic. Future pandemics, epidemics or other global or regional public health emergencies, including new variants of existing diseases, could have a negative impact on our business and our revenue. Since our revenue heavily depends on passenger traffic levels, any future health emergency could lead to decreased passengers numbers and increased industry costs, materially affecting our revenues and operational results.
Unfavorable global economic and market conditions could materially adversely affect our business and operating results.
Our business relies on the overall condition of the global economy. If the conditions of the global economy remain uncertain or continue to be volatile, or if they deteriorate, including as a result of military conflicts, terrorism or other geopolitical events, our business, our operating results and our financial condition may be materially adversely affected.
Following the COVID-19 pandemic, the United States and global markets experienced material increase in the level of inflation. Increases in inflation rates raise our costs for commodities, labor, materials, services and other costs required to grow and operate our business, and failure to secure these on reasonable terms may adversely impact our financial condition. Elevated inflation rates have caused, and may cause in the future, global economic uncertainty and uncertainty about the interest rate environment, which may make it more difficult, costly or dilutive for us to secure additional financing. An inadequate response to these risks could have a material adverse impact on our financial condition, results of operations and cash flows.
There can be no assurance that credit and financial market instability or a deterioration in confidence in global economic conditions will not occur. Our general business strategy may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. If the equity and credit markets deteriorate, or if adverse developments are experienced by financial institutions, it may cause short-term liquidity risk and complicate our ability to obtain necessary debt or equity financing, making it more expensive. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and stock price and could require us to alter our operating plans. In addition, one or more of our service providers, financial institutions, manufacturers, suppliers and other partners may also be adversely affected by these risks, impacting our ability to achieve our operating goals on schedule and on budget.
9
Geopolitical uncertainties and increasing trade protectionism, including the escalation of international conflicts, trade wars and economic sanctions, may negatively impact global economic conditions, affecting air travel demand and airport operations. These factors could reduce international air travel volumes, disrupt airline operations, and have a material adverse effect on our business, results of operations and financial condition.
The ongoing war between Russia and Ukraine continues to affect international air travel and global aviation operations. As a response to the flight bans imposed by Western countries and the European Union, Russia has closed its airspace to carriers from these regions. Additionally, airlines are avoiding routes over the conflict zone, disrupting global supply chains (including the supply of aircraft components), and adversely affecting air travel accessibility.
In response to Russia’s invasion of Ukraine, the European Union, the U.K. and the U.S. introduced extensive sanctions on Russia and Belarus, including targeted restrictions on individuals and entities, export controls, restrictions on economic relations, trade and financial transactions. These sanctions have had, and may continue to have a disruptive effect on global markets, particularly energy markets, contributing to volatility in fuel prices and increasing costs for airlines and airport operators. Such measures may also continue to affect passenger demand, airline capacity and route networks.
Global markets and supply chains have been, and may continue to be, adversely affected by the ongoing conflict following the Hamas attack on October 7, 2023 and the subsequent military response by Israel. After an initial agreement in January 2025, on October 9, 2025, Israel and Hamas entered into a renewed ceasefire agreement calling for a permanent end of the war. However, there are no assurances that such as agreement will hold. The security situation remains fluid, and any renewed military actions, restrictions, or government-imposed measures could adversely affect our operations, supply chains, and financial condition. While, as of the date of this report, we have not experienced any material adverse effects on our operations as a direct result of this conflict, a continuation or escalation of hostilities could adversely affect global economic conditions, financial markets, energy prices and supply chains, which in turn could have a material adverse effect on our business.
Iran also launched direct attacks on Israel in April and October 2024, and in June 2025, Israel launched a preemptive strike on Iranian military and nuclear infrastructure. The United States also conducted strikes on Iranian nuclear facilities in June 2025. Iran responded with drone and missile attacks on Israeli cities and U.S. bases in the region. More recently, on February 28, 2026, the United States and Israel launched a joint military operation against Iran—codenamed “Operation Epic Fury”—targeting the country’s leadership, nuclear facilities, missile sites, and security forces, resulting in the killing of Supreme Leader Ayatollah Ali Khamenei and other senior Iranian officials, and its more recently named Supreme Leader, Mojtaba Khamenei, the son of Ali Khamenei. In retaliation, Iran launched hundreds of ballistic missiles and drones against Israel, United Arab Emirates, Qatar, and U.S. military bases in the region. Iran is also believed to have significant influence over extremist groups in the region, including Hamas, Hezbollah, and the Houthis. Ongoing geopolitical tensions, including the potential for military escalation and broader regional conflict, may adversely affect economic conditions and create uncertainty that could negatively impact our business, financial condition and results of operations. In addition, the virtual closure of shipping through the Strait of Hormuz has raised concerns about broader disruptions to global energy supply, which could in turn contribute to elevated inflation and slower economic growth in major economies. As an example, on March 8, 2026, oil prices surged due to the war, reaching U.S.$119.50 a barrel, being that the first time in four years in which prices rose above U.S.$100 per barrel. The price came down to just below U.S.$100 per barrel on that same day. However, considering the importance of the region for global oil supply, a prolonged conflict could materially increase oil prices.
In addition to the ongoing conflict in the Middle East, on January 3, 2026, United States military forces conducted a large-scale operation in Venezuela known as “Operation Absolute Resolve,” which resulted in the capture of Venezuelan President Nicolás Maduro and his wife, Cilia Flores, in Caracas and their transfer to the United States to face federal charges. The intervention has elicited strong international reactions and underscored the potential for rapid shifts in political dynamics in the region, which could influence investor perceptions of risk and volatility in emerging markets, including Argentina.
We cannot predict the progress, outcome or consequences of the conflicts in Ukraine or Israel, or their broader impacts in Ukraine, Russia, Belarus, Europe, the U.S., the Middle East, Iran or Venezuela. The duration and effects of military conflicts are highly unpredictable and could lead to significant market and other disruptions, including significant volatility in commodity prices, fluctuations in energy resources supply, instability in financial markets, supply chain disruptions, political and social instability, trade disputes or, changes in consumer or purchaser preferences, as well as an increase in cyberattacks and espionage. These geopolitical tensions have contributed to increases in fuel price and may continue to affect our profitability. Sanctions, trade disputes, or other governmental action related to tariffs or international trade agreements, could have a material adverse effect on passenger traffic on our airports influencing our services, costs and suppliers and, consequently, on our business and financial results.
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We could be subject to acts of terrorism, or war or geopolitical conflicts, which could have a negative impact on air travel and result in increased security requirements.
Our airports operate under a stringent and complex security regime, mandated by governmental authorities, which may impose additional security measures from time to time, including as a result of acts of terrorism, threats of terrorism, geopolitical instability or armed conflicts. The consequences of the ongoing Russian and Ukraine war, the Israel-Hamas conflict, conflicts between Israel and the U.S. with Iran, as well as any future terrorist actions, threats or wars, may include the cancellation or delay of flights, reduced airline operations and passenger traffic, liability for damage or loss and the costs of repairing damage. Recent geopolitical escalations, including the conflict and related tensions in the Middle East involving Israel and Iran, illustrated the potential for armed conflicts to affect airport infrastructure and operations, including through airport closures, flight cancellations, airspace restrictions or rerouting of air traffic.
If, as a consequence of a conflict, or terrorist attack or other security-related incident, including the operation of drones or other flying devices, one or more of the airports we operate is affected, it may need to be partially or fully closed, whether for victims assistance, investigation or reconstruction of damaged areas; our operations could be disrupted for a prolonged period of time, which could lead to a decrease in revenue and increase in costs for the reconstruction of the affected areas, to the extent these are not covered by insurance policies.
Moreover, if an accident, act of terrorism or threat, whether occurring at our airports or elsewhere, adversely impacts the safety standards of our passengers, there could be a decrease of user’s perception of safety, and, consequently, there could be a reduction in passenger air traffic for an indefinite period of time, which could adversely affect our business, financial condition, and results of operations.
Furthermore, the implementation of additional security measures at our airports in the future could lead to additional limitations on airport capacity or retail space, increase overcrowding, raise in operating costs and cause delays in passenger movement through the airport, any of which could have a material adverse effect on our business, financial condition, and results of operations.
Our business may also be affected by wars or armed conflicts in any region of the world, including, for example, the Russian and Ukraine war, and the Israel-Hamas conflict, the broader escalation involving Iran, the United States and Israel, and the U.S. military action in Ecuador against narco-terrorist groups. More broadly, airspace closures and restrictions imposed in connection with armed conflicts or security threats, whether involving the closure of national airspace by countries involved in hostilities or the establishment of no-fly zones, can materially disrupt global and regional flight networks. Among other things, such conflicts and restrictions can lead to increased prices of fuel, supplies, and interest rates for aircraft leases, which could, in turn, result in higher airline ticket prices and a decline in demand for air transportation, as well as increased security related costs.
We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks.
The operation of complex infrastructures, such as airports, and the coordination of the many actors involved in its operation require the use of several highly specialized information systems, including both our own information technology systems and those of third-party service providers, such as systems that monitor our operations or the status of our facilities, communication systems to inform the public, access control systems and closed circuit television security systems, infrastructure monitoring systems, passenger ticketing and boarding, automated baggage handling, points of sale, terminals and radio and voice communication systems used by our personnel. In addition, our accounting and fixed assets, payroll, budgeting, human resources, supplier and commercial, hiring, payments and billing systems and our websites are key to the functioning of our airports. The proper functioning of these systems is critical to our operations and business management. These systems may, from time to time, require modifications or improvements as a result of changes in technology, the growth of our business and the functioning of each of these systems.
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Attempts to gain unauthorized access to our information technology systems have become more sophisticated over time. The risk of cybercrime has been increasing, especially as infiltrating technology continues to become increasingly sophisticated. We and certain of our service providers may from time to time be subject to cyberattacks and security incidents. While we have not experienced any significant system failure, accident or security breach to date, if such an event were to occur and cause interruptions in our and our critical third parties’ operations, it could result in material disruptions to our programs, our operations, and ultimately, our financial results. In particular, if we are unable to contain or minimize the effects of a significant cyberattack, such attack could materially affect the number of passengers at our airports, cause the loss or exposure of information, damage our reputation and lead to regulatory penalties and financial losses. Any security compromise affecting us, our service providers, strategic partners, other contractors, consultants, or our industry, whether real or perceived, could harm our reputation, erode confidence in the effectiveness of our security measures and lead to regulatory scrutiny. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or systems, or inappropriate disclosure of confidential or proprietary or personal information, we could incur liability, including litigation exposure, penalties and fines, we could become the subject of regulatory action or investigation, our competitive position could be harmed and the further development and commercialization of our products and services could be delayed. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our business.
A global security monitoring service (SMS) including an incident response and threat intelligence service is activated. In 2025, an offensive security strategy was deployed as a preventive approach to cyberattacks. This service allows us to respond more quickly and efficiently to any potential security breach. On the other hand, we are implementing and strengthening security measures to maintain and improve protection of information, increasing endpoint and perimeter protection, vulnerability management processes to improve the global posture of the company in terms of information security. However, these information technology systems cannot be completely protected against certain events such as natural disasters, fraud, computer viruses, hacking, communication failures, equipment breakdown, software errors and other technical problems. The occurrence of any of these events could disrupt our operations, increasing costs and decreasing revenue, as well as damaging our public image and our business in general.
The loss or impairment of our relationship with governments and their agencies in the markets in which we operate could adversely affect our business, future revenues, and growth prospects.
Our main assets are concession rights granted by governments in the countries in which we operate. Our business depends largely on our ability to manage relationships with the relevant governments and their agencies. During the terms of our concessions, we have ongoing communications with the relevant governments and their agencies regarding, among other things, the terms and conditions of the concession, compliance with the concession agreement, the applicable master plans and works to be performed at the airport works, including works not specifically required by the terms of the relevant concession, and the establishment of tariffs. Our business, prospects, financial condition, or operating results could be materially harmed if we were suspended or debarred from contracting with any such government or government agency, or if our reputation or relationship with any such government or agency is impaired.
Our revenue is highly reliant on air traffic levels, which in turn are influenced by economic and political conditions in the countries where we operate our airports.
Our revenue is closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our aeronautical revenue and indirectly determine our commercial revenue. Passenger, cargo traffic volumes and air traffic movements depend, in part, on many factors beyond our control. These factors include economic conditions, political situations, public health crises (epidemics and pandemics), terrorism, fluctuations in petroleum prices (which can have a negative impact on traffic as a result of fuel surcharges or other measures adopted by airlines in response to increased fuel costs), currency exchange rate fluctuations, hyperinflation, geopolitical considerations and changes in regulatory policies applicable to the aviation industry. Any of these risks may result in a reduction of passenger air traffic levels and air traffic movements globally and in the regions in which we operate. A significant decline in passenger and cargo traffic volumes and the number of air traffic movements at our airports could have a material adverse effect on our business, financial condition, and operations results.
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We face risks related to our dependence on the revenue from Ezeiza Airport.
For the years ended December 31, 2025, 2024 and 2023, the Ministro Pistarini International Airport (“Ezeiza Airport”) generated U.S.$409.0 million or 20.8% of our consolidated revenue, U.S.$437.0 million or 23.7% of our consolidated revenue, and U.S.$253.7 million or 18.2% of our consolidated revenue, respectively, for each of such periods. As a result of the substantial contribution to our revenue from the Ezeiza Airport, any event or condition affecting this airport (in addition to any potential termination or buyout of the AA2000 Concession Agreement) could materially adversely affect our business, financial condition, and results of operations. For example, an economic recession in Argentina, a reduction in the operations of Ezeiza Airport, competition from other airports or a decrease in the number of passengers traveling to Buenos Aires as tourists could cause a decrease in our revenue from this airport which, in turn, could materially adversely affect our business, financial condition and results of operations.
Increases in international fuel prices could reduce demand for air travel.
Fuel prices may fluctuate due to changes in output of petroleum, voluntary or otherwise, by oil producing countries, market forces, potential terrorist attacks, and general international conflicts, such as the ongoing Russian and Ukraine war, the Israel-Hamas conflict, conflicts between Israel and the U.S. with Iran, as well as military action by the U.S. in Venezuela. In the past, higher fuel costs lead to cancellations of routes, decreases in frequencies of flights and, in some cases, even contributed to airlines bankruptcies. In March 2026, there has been an increase in oil prices caused by the war in the Middle East involving the U.S., Israel and Iran and the virtual closure of the Strait of Hormuz. Although fuel is a widely traded global commodity, in the event of a significant increase in fuel prices in one or more of the countries in which we operate, or in one or more countries that provide significant numbers of international air passengers to the countries in which we operate, the effects of a localized price increase may be more significant than a general, worldwide increase in fuel prices. Such fluctuations may result in higher airline ticket prices and in a decrease in demand for air travel generally, both of which could have an adverse effect on our revenues and results of operations.
Extended interruptions or disruptions at the airports where we operate due to natural disasters, severe weather conditions or other adverse incidents, could affect our business and results of operations.
A significant extended disruption in service could have a material adverse impact on our business, financial condition and results of operations. Our operations could be impacted by flight cancellations and airport closures caused by weather and natural disasters. Severe weather conditions, particularly heavy snowfall, hurricanes, tornadoes, volcanic activity, earthquakes and tsunamis, can significantly disrupt service, cause cancellation of flights and negatively affect passenger traffic at airports, which may result in decreased revenues and increased costs. The disaster recovery and business continuity plans we have in place may be inadequate in the event of a major disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business.
Competition from other destinations could adversely affect our business.
The principal factor affecting our business is the number of passengers that use our airports. Our passenger traffic volume may be adversely affected by the attractiveness, affordability, and accessibility of competing destinations as well as by the level of business activity in each destination or the likelihood of airlines using any of those destinations as a hub or base for their operations. If the number of passengers using our airports is negatively impacted by competing airports and hubs in the geographic regions in which we operate, such development could have an adverse effect on our business, financial condition or results of operations.
We are subject to the risk of union disputes and work stoppages at our locations, which could have a material adverse effect on our business.
Some of our employees are members of labor unions. For example, as of December 31, 2025, approximately 34.3% of our employees in Italy were members of labor unions and in Argentina 62.4% of our total workforce is represented by labor unions (Asociación de Personal Aeronautico – APA and Union de Personal Civil de la Nación – UPCN), among this group, 82.7% are union members / affiliates, representing 51.6% of our workforce. Negotiating labor contracts, either for new locations or to replace expiring contracts, is time consuming or may not be accomplished on a timely basis. In addition, we negotiate some of our collective bargaining agreements on an annual basis. If we are unable to satisfactorily negotiate those labor contracts with the labor unions on terms acceptable to us or without a strike or work stoppage, the effects on our business could be materially adverse. Any strike or work stoppage could disrupt our business, adversely affecting our results of operations and our public image could be materially adversely affected by such labor disputes. In addition, existing labor contracts may not prevent a strike or work stoppage, and any such work stoppage could have a material adverse effect on our business.
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The operations of our airports may be adversely affected by actions or inactions of third parties that are beyond our control.
Our airports depend on various services provided by governments and third parties who render services to passengers and airlines, such as meteorology, air traffic control, security, electricity, and immigration and customs services. In addition, we rely on third-party providers for certain complementary services such as baggage handling, ramp services, fuel services, catering and aircraft maintenance and repair. Although we implement security measures at some of our airports, the actual management or operation of security, is overseen by government agencies or third parties that we do not control. Any adverse situation related to such services, such as labor strikes or other similar events, could lead to flight cancellation and reduce passenger traffic at our airports. This may ultimately result in decreased revenues and adversely affect our business, financial condition, or results of operations.
The loss of one or more of our aeronautical customers or the interruption of their operations could result in a loss of a significant amount of our passenger traffic.
None of our agreements with aeronautical customers require them to provide service at our airports. If any of our aeronautical customers were to reduce their use of our airports or operations due to reasons such as, merger, bankruptcy, or due to regulatory restrictions or the impact of any disease outbreak, or impacts of the Russia and Ukraine war or the Israel-Hamas conflict, among other factors, the remaining airlines may not increase their flight frequency to replace the flights that our aeronautical customers could no longer operate. Our business, revenue, and ability to recover receivables, could be adversely affected if we are unable to replace the business lost from our main aeronautical customers.
Our main aeronautical customers are Aerolíneas Argentinas Group and LATAM Group. In 2025 LATAM Group and Aerolíneas Argentinas Group accounted for 14.2% and 13.0% of our consolidated aeronautical revenue, respectively.
LATAM Group filed for Chapter 11 bankruptcy protection in May 2020 as a result of the COVID-19 pandemic and emerged from bankruptcy in November 2022. More recently, certain of our other aeronautical customers have filed for bankruptcy protection, such as Spirit Airlines (filed in August 2025), Gol Linhas Aéreas (filed in 2024 and emerged from bankruptcy protection in 2025), and Azul S.A. (filed in May 2025 and emerged from bankruptcy protection in February 2026).
Our significant concentration of aeronautical customers may expose us to a material adverse effect if one or more of our large aeronautical customers were to significantly suspend or interrupt their payments to us for any reason, such as insolvency or bankruptcy. Furthermore, any delays in payment or non-payment from a major aeronautical customer could materially and adversely affect the results of our operations.
An aircraft accident or other material factors beyond our control, such as disasters, climate-related catastrophes, among others, may affect the operation of our runways.
Runways may require unscheduled repair, renovation or reconstruction due to natural disasters, climate-related events, aircraft accidents and other factors beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on the passenger numbers at our airports, leading to a material adverse effect on our operations and financial results.
Ongoing and proposed construction, renovation or repair work at our airports could have a negative impact on our revenues.
Ongoing construction, renovation and/or repair work at our airports may potentially affect the passenger experience, which may ultimately adversely affect our commercial revenues. Additionally, future construction, renovations, or repairs, could adversely impact our business, financial condition or results of operations.
We are exposed to certain risks in connection with the use of certain spaces by sub concessionaires at our airports.
We are exposed to risks related to the spaces sub concessioned to third parties, such as non-payment of certain fees and lease arrangements by sub concessionaires or a weakening demand for the use of the spaces allocated to sub concessionaires. Many of our sub concessionaires’ locations are situated beyond the security checkpoints at airports and depend on customers spending a significant amount of time in the terminal. Changes in customers’ travel habits prior to departure, such as an increased use of airline business and first-class lounges, or an increase in the efficiency of ticketing, transportation safety procedures and air traffic control systems could reduce the amount of time that customers spend at such locations, which could materially reduce the revenue they are able to generate and which, in turn, could reduce the amount of fees and rent we can collect from our sub concessionaires. Any material reduction in these payments could adversely affect our business, results of operations and financial condition.
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Our insurance policies may not provide sufficient coverage against all liabilities.
We are required to maintain insurance under all our concession agreements, and we seek to ensure all risks for which insurance coverage is available on commercially reasonable terms. However, we cannot guarantee that our insurance policies will cover all our liabilities in the event of an accident, natural disaster, terrorist attack or other incident. The insurance market for airport liability coverage generally and for airport construction in particular, is limited and a change in the coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. For example, insurance alternatives in Armenia are limited, therefore, we could incur higher costs in obtaining insurance policies as required under the concession.
Additionally, we do not currently carry business interruption insurance or property insurance against terrorism and related risks for some of our airports. Consequently, any substantial interruption of our business or terrorist attacks could have a material adverse effect in our results of operations and our financial condition.
We are exposed to liability to third parties for injuries or damages.
We are required to ensure public safety and to reduce the risk of accidents at our airports. This includes implementing measures, such as hiring private security services, maintaining our airports’ infrastructure and fire safety in public spaces, and providing emergency medical services. These obligations could expose us to liability to third parties for personal injury or property damage and, to the extent that such liabilities are not adequately covered by insurance, could adversely affect our financial condition and results of operations.
Most of our operations are located in emerging markets.
Our existing concessions are mostly in countries with emerging economies. Most of our operations are located in emerging markets and investments in developing economies generally involve investment risks. These risks include political, social, and economic events, any of which could impact our operations or the market value of our common shares and have a material adverse effect on our business, financial condition, and results of operations. These risks and instability are caused by many different factors, including the following:
| ● | adverse external economic conditions; |
| ● | inconsistent fiscal and monetary policies (including currency devaluation); |
| ● | dependence on external financing; |
| ● | changes in governmental economic and tax policies and regulations; |
| ● | high levels of inflation; |
| ● | fluctuations in currency values; |
| ● | high interest rates; |
| ● | wage increases and price controls; |
| ● | limitations on imports; |
| ● | exchange rate and capital controls; |
| ● | political and social tensions; |
| ● | fluctuations in central bank reserves; and |
| ● | trade barriers. |
Emerging markets have historically experienced uneven periods of economic growth, as well as recessions, periods of high inflation and economic instability. Adverse economic conditions in any of these countries could have a material adverse effect on our business, financial condition, and results of operations.
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Some of the countries in which we operate have experienced, or are currently experiencing, high inflation rates. Governments of these countries often respond with tight monetary policies and high interest rates, thereby restricting the availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional actions have also contributed significantly to economic uncertainty in many of these countries and to heightened volatility in their securities markets. Periods of higher inflation may also slow the growth rate of local economies. Additionally, inflation is likely to increase some of our costs and expenses, which we may not be able to pass on to our customers and which could adversely affect our operating margins and operating income in some of the emerging markets in which we operate.
Depreciation or fluctuation of the currencies of the countries where we operate could adversely affect our results of operations and financial condition.
Many of the countries where we operate have experienced volatility in the exchange rate of their currency against the U.S. dollar. Because we present our financial statements in U.S. dollars, this volatility may reduce the revenues we report or increase the expenses we report in any given period. These effects may in turn have an adverse effect on the market performance of our common shares. In addition, given a substantial amount of dollar-denominated indebtedness, exchange rate fluctuations may result in higher debt service costs. Finally, when we receive revenues in a currency different from that in which we pay expenses, currency volatility may affect the profitability of our operations.
We are subject to various environmental laws, regulations and authorizations that affect our operations and may expose us to significant costs, liabilities, obligations, or restrictions.
We, our sub-concessionaires and our aeronautical customers are subject to various environmental laws, regulations and authorizations governing, among other things, the generation, use, transportation, management and disposal of hazardous materials, the emission and discharge of hazardous materials into the ground, air or water, and human health and safety. Failure to comply with these environmental requirements, including the terms of our concession agreements, could result in our being subject to litigation, fines, or other sanctions. We could also incur significant capital or other compliance costs relating to such requirements. We could also be held liable for contamination, human exposure to hazardous materials or other environmental damage at our airports or otherwise related to our operations. Environmental claims have already been asserted against us, and additional claims may be asserted against us in the future. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Argentine Proceedings—Environmental Proceedings.” We are unable to determine our potential liability under these pending or possible future claims and we only have environmental insurance coverage for environmental damages at a limited number of our airports.
These environmental requirements, and the enforcement and interpretation thereof, change frequently and have become more stringent over time. Future environmental laws and regulations may impose additional costs in order to bring our airports into, and maintain, compliance. Our costs, liabilities, obligations, and restrictions relating to environmental matters could have a material adverse effect on our business, results of operations and financial condition.
We are subject to review by taxing authorities, and an incorrect interpretation by us of tax laws and regulations may have a material adverse effect on us.
Taxes payable by companies in many of the countries in which we operate are substantial and include value-added tax, excise duties, profit taxes, payroll related taxes, property taxes, and other taxes. In certain countries in which we operate, such as Brazil or Argentina, the tax system is highly complex and the interpretation of the tax laws and regulations is commonly controversial, leading to disputes which are sometimes subject to prolonged evaluation periods until a final resolution is reached. In addition, there may be changes that result from enactment of additional tax reforms or changes to the manner in which current tax laws are applied that cannot be quantified and there can be no assurance that any such reforms or changes would not have an adverse effect upon our revenues. For instance, most jurisdictions in which we operate have adopted new transfer pricing measures. If tax authorities impose significant additional tax liabilities as a result of transfer pricing adjustments, it could have an adverse effect on us.
Over the past few years, tax administrations around the world have put in place a number of initiatives to facilitate communication and information exchange among each other, have become more rigid in exercising any discretion they may have, and have increased their scrutiny of company tax filings. In this regard, the G20 / Organisation for Economic Co-operation and Development (“OECD”) Inclusive Framework has been working on addressing a number of tax challenges such as transparency, exchange of information, coherence, and substance, and to this end has proposed numerous tax law changes under its Base Erosion and Profit Shifting (BEPS) Action Plans.
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To this end, in December 2021 the OECD released the Pillar Two Model Rules (the Global Anti-Base Erosion Proposal, or “GloBE” rules) for a new global minimum tax framework introducing a minimum tax regime for multinationals. At the EU level, the European Council formally adopted the directive implementing Pillar Two and Member States were obliged to transpose the directive into national laws before 31 December 2023. The EU has also adopted a number of Directives (namely, the Anti-Tax Avoidance Directives, or ATAD), which seek to prevent tax avoidance by companies and to ensure that companies pay appropriate taxes in the markets where profits are effectively made, and business is effectively performed.
On December 18, 2024, the Brazilian Congress approved bill No. 3,817, subsequently enacted as Law No. 15,079, which implements Pillar Two rules in the country. The rules were further regulated by Normative Instruction No. 2,228. This law introduced a Qualified Domestic Minimum Top-up Tax (QDMTT), implemented through an additional of Social Contribution on Net Profits (Contribuição Social sobre o Lucro Líquido – CSLL). Although the law does not include the Income Inclusion Rules (IIR) or the Undertaxed Payments Rule (UTPR) methods, it regulates their interaction with the Brazilian QDMTT where a company is subject to such regimes in other jurisdictions. The Brazilian QDMTT rules are largely aligned with the GloBE Rules and are effective for fiscal years starting on or after January 1, 2025.
On December 9, 2025, the Parliament of Uruguay approved the introduction of a Pillar 2 QDMTT, also largely in line with the GloBE rules. As in the case referred above, the new measures do not include the IIR or UTPR.
In January 2026, the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (“Inclusive Framework”) published a comprehensive package of administrative guidance under the GloBE Model Rules, commonly referred to as the “Side-by-Side” or “SbS” Package. This package supplements the existing Pillar Two global minimum tax framework and sets out a coordinated approach intended to support consistent implementation of minimum tax arrangements across participating jurisdictions, reducing compliance burdens and, in certain cases, limit the application of the GloBE rules for eligible multinational enterprise groups.
We do not expect these developments to have a material adverse effect on our results of operations, financial condition or liquidity, although actual outcomes may differ from current expectations. While we have taken steps to comply with the evolving tax initiatives of the OECD, the US, and the EU, given the complexity of tax laws, related regulations, and evolving interpretations, including local adoption and legislative implementation by individual jurisdictions required for the above to have legal effect in those jurisdictions, significant uncertainties remain as to the outcome of our efforts.
In establishing a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently complex tax laws that may be interpreted differently by the competent tax authorities and courts. As a result, this could have an adverse effect on us, as the new rules could result in new taxes and/or additional costs for the Company when complying with the new reporting obligations.
In addition, in some jurisdictions where we operate, the interpretations of tax laws by the taxing authorities are sometimes unpredictable and frequently involve litigation, introducing further uncertainty and risk to our tax liability. It is also possible that tax authorities in the countries in which we operate will introduce additional revenue raising measures. If the judgment, estimates and assumptions we use in preparing our tax returns are subsequently determined to be incorrect, there could be a material adverse effect on us, which may ultimately affect our revenues. See “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings” and “Item 8. Financial Information—Consolidated Statements and Other Financial Information—Legal Proceedings—Argentine Proceedings— Tax Proceedings Related to Technical Assistance Agreements.”
Any of these events occurring alone or jointly could lead to an increase in our tax burden and have a material adverse effect on our business, financial condition, results of operations and prospects.
Our acquisition strategy could involve additional risks that could have an adverse effect on our business, financial condition, and results of operations.
We are actively exploring opportunities to acquire or invest in existing or new concessions that will complement or expand our business. These opportunities may involve government-owned entities and private sector companies. Future acquisitions may result in a dilutive issuance of equity securities, an increase in our indebtedness levels, a reduction in existing cash balances, amortization of expenses related to goodwill and other intangible assets or other charges to operations. Additional leverage could require us to allocate cash flow to meet debt service obligations, thus decreasing the funds available for working capital and general business operations. These factors could have an adverse effect on our business, financial condition, results of operations or prospects.
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Future concessions or acquisitions could involve various risks, such as lower relative operating margins and potential impairment charges for acquired assets due to their performance. The timing of acquisitions and integration costs and the speed at which the economic benefits of integration are realized, may further impact our results.
Furthermore, future growth may also place additional demands on our personnel and other resources, including an increased level of responsibility for management. Our ability to manage growth effectively will require ongoing improvements in our operational, management and financial systems and controls and to successfully train, and motivate our employees. If our management is unable to manage this effectively, our business could be adversely affected.
Our inability to raise additional financing may limit our operations.
We may have limited ability to incur additional financing for some of our concession agreements, which may entail significant implications for investors, among them (i) limiting our ability to meet future investment obligations with respect to the airports we operate under our concession agreements or other capital expenditures required for their operation; and (ii) limiting our flexibility to take advantage of new business opportunities within the markets in which we operate or potential new markets. Any of these conditions may ultimately affect our operations and financial results.
Many of our most significant subsidiaries have substantial non-controlling interests owned by third-parties, and any major conflict with minority shareholders may have an adverse effect on our business.
We indirectly own 85.0%, and 51.0% of our principal operating subsidiaries in Argentina and Brazil, respectively, AA2000 and Inframerica Concessionária Do Aeroporto De Brasília S.A. (“ICAB”). Likewise, we indirectly own 100% of Corporación América Italia S.p.A. (“CA Italy”) which holds 62.3% of our key Italian operating subsidiary, Toscana Aeroporti S.p.A. (“TA”). As we control these entities, we record all their revenues and expenses and then allocate net income between controlling and non-controlling interest. However, the other shareholders of these entities, including public shareholders, in Italy, may have interests different from ours, and any substantial conflict with minority shareholders may have an adverse effect on our business, financial condition or results of operations.
We may have conflicts of interest with ACI Airports S.à r.l., our majority shareholder, and we may not be able to resolve such conflicts on terms favorable to us.
We are currently controlled by A.C.I. Airports S.à r.l., a holding company incorporated in Luxembourg (the “Majority Shareholder”). Conflicts of interest may arise between our Majority Shareholder and us in various areas relating to our past and ongoing relationships. Potential conflicts of interest that we have identified include, among others, allocation of business and investment opportunities and/or the acquisition of airport assets outside of our existing corporate structure. The Majority Shareholder may from time to time make strategic decisions that it believes are in the best interest of the entire business, including its ownership interest in our business. These decisions may be different from those that we would have made on our own and may not be aligned with your interests. We may not be able to resolve any potential conflicts and, even if we do, the resolution may be less favorable to us than if we were dealing with an unaffiliated party.
We have been advised by Southern Cone Foundation (“SCF”), our ultimate controlling shareholder, that it does not intend to participate in any significant future acquisitions of airport concession assets or airport-related companies, except through us.
The U.S. Federal Aviation Administration (“FAA”) or another regulatory agency could downgrade the aviation safety rating of any of the countries in which we operate, which could have a negative impact on passenger traffic.
Under the FAA regulations, the aviation safety rating of any of these countries in which we operate could be downgraded. Airlines from affected countries could be prevented from expanding or changing their current operations to and from the United States, except under certain limited circumstances. Additionally, code-sharing arrangements between these airlines and U.S. airlines could be suspended, and operations by such airlines flying to the United States could be subject to increased administrative oversight. Any additional regulatory requirements could result in reduced passenger traffic originating in or destined to the United States by non-U.S. airlines operating at our airports or, in some cases, in an increase in the cost of service, which could result in a decrease in demand for travel. The FAA may downgrade the air safety rating of any of the countries in which we operate in the future. The European Aviation Safety Agency and other regulatory agencies may take similar actions, either independently or in response to any such actions taken by the FAA. Such actions might reduce our revenues and have a negative impact on passenger traffic.
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We are subject to anti-corruption laws in the jurisdictions in which we operate.
We are subject to anti-corruption laws in the jurisdictions in which we operate, such as the U.S. Foreign Corrupt Practices Act, the Argentine Anticorruption Law of 2018 (Law No. 27,401), the Italian Corruption Law of 2012 (Law No. 190), the Brazil Clean Company Act of 2013 (Law No. 12,846), the Uruguayan Anticorruption Law of 1998 (Law No. 17.060) and relevant provisions of the Criminal Code (Law 9.155) and the Armenia Law on the Committee for Preventing Corruption (Law No. HO-96-N). These anti-corruption laws generally prohibit companies and their intermediaries from making improper payments to local and foreign officials for the purpose of obtaining or keeping business and/or other benefits.
In 2021, the Ecuadorian Criminal Code was amended to address corporate criminal liability through good governance and compliance programs, incorporating new offenses related to corruption. Additionally, on July 29, 2025, the new law on the prevention, detection, and combating of the crime of money laundering and the financing of other crimes was published.
The Brazilian Clean Company Act establishes strict liability for companies in connection with corrupt acts committed by their employees, agents, and intermediaries. As a result, a company may be held liable for such acts regardless of any finding of fault or intent on its part. See “Item 3. Key Information—Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil.” Our business model requires ongoing interaction with governmental authorities and agencies, from the initial bidding process for concessions and throughout their entire term. Although we have implemented a compliance program and strive to ensure ongoing compliance with all applicable anti-corruption laws, we cannot guarantee that our employees, agents, or third-party contractors will not engage in conduct that violates our policies or the law, for which we may be held liable. Failure to comply with anti-corruption laws and other regulations governing business with government entities, including local legislation, may expose us to civil penalties, heavy fines, and other remedial or administrative measures. Under Brazilian law, such sanctions may include the compulsory public disclosure of the violation and the penalties imposed, which could amplify reputational damage well beyond the direct financial impact. Any of these outcomes could have a material adverse effect on our business, financial condition, results of operations and prospects. In Brazil, enforcement authorities formally assess the effectiveness of a company’s integrity and compliance program against established regulatory criteria when determining applicable sanctions. Since an effective program can serve as a key mitigating factor, maintaining robust policies and procedures to prevent illegal or improper activities – including corruption involving government entities and public officials – is therefore essential.
Increasing scrutiny from stakeholders on ESG matters, including our ESG reporting, exposes us to reputational and other risks.
There is an increasing focus from certain investors, customers, employees and other stakeholders concerning ESG matters. If our ESG practices fail to meet regulatory requirements or the evolving expectations and standards of investor, customer, employee or other stakeholders related to responsible corporate citizenship areas including environmental stewardship, support for local communities, board of directors and employee diversity, human capital management, employee health and safety practices, service quality, supply chain management, corporate governance and transparency, our reputation, brand and employee retention may be negatively impacted, and our customers and suppliers may be unwilling to continue to do business with us. As public interest and legislative pressure related to public companies’ ESG practices continues to grow, the related legislative landscape in the European Union and the United States is evolving accordingly.
In the European Union, Directive (EU) 2022/2464 (Corporate Sustainability Reporting Directive or “CSRD”) entered into force on January 5, 2023, establishing enhanced requirements for the disclosure of social and environmental information. However, on February 26, 2025, the European Commission proposed an “Omnibus Bill” to scale back the reach and impact of its sustainability-related reporting requirements and postpone the compliance reporting date by two years. On April 2025, the CSRD, among other sustainability-related regulations, went under revision by the European Parliament and Council with the ‘Stop-the-clock’ Directive, to simplify its requirements. Following a provisional agreement reached on December 9, 2025, as part of the “Omnibus I” simplification package, the scope and reporting mandates of the CSRD were significantly revised to reduce administrative burdens. Under the updated framework, the CSRD primarily applies to large EU undertakings and parent undertakings of large groups exceeding an average of 1,000 employees and a net turnover of €450.0 million. While the directive maintains the ‘double materiality’ principle, requiring companies to report on both financial risks to the undertaking and their impact on people and the environment, the European Sustainability Reporting Standards (ESRS) have been simplified to prioritize quantitative data.
Risks Related to Argentina and the AA2000 Concession Agreement
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The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement.
The Technical Conditions of the Extension approved by Decree No. 1009/2020 (“Technical Conditions of the Extension”) established the following commitments for AA2000: (i) allocate an amount equal to U.S.$132.0 million (VAT included) as direct investment to complete 2020 and 2021 ongoing works (the “2020/2021 Direct Investment Commitment”); (ii) use its best efforts to obtain the greatest leverage possible, before December 31, 2021, to have an early inflow of up to (a) U.S.$85.0 million in the “Trust Fund for Works of Group A of Airports of the National Airport System” (the “Development Trust”) and (b) U.S.$124.0 million in the “Additional Fund for Substantial Investments in Group A of Airports” (the “Development Trust Leverage Commitment”); (iii) secure, before March 31, 2022, or, provided that there are justified reasons and subject to ORSNA’s approval, before December 2022, a certain level of funds available in an aggregate amount of U.S.$406.5 million (VAT included), which shall be applied to: (a) works considered as direct investment, to be carried out preferably during 2022/2023 (the “2022/2023 Commitment”) and (b) the redemption of preferred shares of the Argentine Government to be performed by AA2000 before March 31, 2022 (the “Redemption of the Preferred Shares Commitment,” and jointly with the 2022/2023 Commitment, the “Availability of Funds Commitment”); and (iv) make direct investments for U.S.$200.0 million (VAT included), between the years 2024 and 2027, at an annual average of U.S.$50.0 million (VAT included), in addition to any direct investment balance carried forward from the 2021/2023 period (the “2024-2027 Commitment”). With respect to the capital expenditures to be performed under the 2022/2023 Commitment and the 2024-2027 Commitment, Resolution No. 60/2021 of ORSNA established that these investments amount to approximately U.S.$500.0 million plus VAT, to be performed in two phases: (i) phase 1, approximately U.S.$336.0 million plus VAT to be performed preferably in 2022 and 2023 (the “Phase 1 Commitment”), and (ii) phase 2, annual investments of approximately U.S.$41.0 million plus VAT between 2024 and 2027, for a total of approximately U.S.$164.0 million plus VAT (the “Phase 2 Commitment”). The financial projections of income and expenses attached to the Technical Conditions of the Extension include the estimated dates on which the referred commitments and capital expenditures would need to be performed.
As of the date of this annual report, AA2000 has fully complied with the 2020/2021 Direct Investment Commitment and the Availability of Funds Commitment. Regarding this latter commitment, on May 10, 2022, ORSNA issued Note No. NO-2022-46520010-APN-ORSNA confirming that AA2000 had fulfilled the Availability of Funds Commitment in the amount of U.S.$406.5 million for its application to the Mandatory Capex Program (including the Redemption of the Preferred Shares Commitment performed in March 2022).
With respect to the Development Trust Leverage Commitment, in December 2022 and January 2023, AA2000 informed ORSNA that it had complied with its best efforts obligation under this commitment. On May 22, 2023, in response to the filing made by AA2000, ORSNA acknowledged the best efforts performed by AA2000 in compliance with the Development Trust Leverage Commitment and requested AA2000’s collaboration so that, if ORSNA deems it appropriate and the financial landscape improves, other financing options for the Development Trust may be sought. In light of this, on May 23, 2023, AA2000 expressed its agreement to fully collaborate with ORSNA to that end.
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Regarding the Phase 1 Commitment, AA2000 completed the infrastructure works under the terms provided by the Technical Conditions of the Extension and Resolution No. 60/2021, while it is currently executing the Phase 2 Commitment. In February and November 2024, AA2000 informed ORSNA about the status of the Phase 1 Commitment. In the filing made in November 2024, AA2000 informed ORSNA of the investments performed as of December 31, 2023, and May 31, 2024 (including accounting certifications to support the information submitted by AA2000). Between January 1, 2022, and December 31, 2023, investments for an amount of U.S.$363.0 million have been completed (including the Redemption of the Preferred Shares Commitment). Between January 1, 2022 and May 31, 2024, the aggregate amount of investments performed under this commitment amounts to U.S.$407.1 million (VAT included). With respect to the Phase 2 Commitment, AA2000 executed works for U.S.$52.0 million (VAT included) in 2024, which were completed in 2025 for an additional U.S.$52.8 million (VAT included). As of December 31, 2025, the aggregate amount of investments performed in relation with Phase 2 Commitment was U.S.$106 million which surpasses the required commitment amount under this phase. In May and December 2025, AA2000 informed ORSNA about the status of the Phase 2 Commitment. As of the date of this annual report, ORSNA has not issued a response to the filings made by AA2000.
Furthermore, pursuant to the Technical Conditions of the Extension, the capital expenditure requirements for the remaining years of the concession will be determined at ORSNA’s discretion. As a result, AA2000 may be required to undertake investments higher than currently expected, which could adversely affect our cash flows, financial condition and ability to plan and allocate capital. There can be no assurance that the investment levels ultimately determined by ORSNA will be consistent with our financial projections or that we will be able to obtain financing for such investments on favorable terms or at all. For further information on the investment commitments under the AA2000 Concession Agreement, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Investment Commitments.”
In addition, ORSNA has in the past required AA2000 to provide performance guarantees covering the full amount of its investment commitments, in addition to the annual guarantee equal to 50% of each year’s investment plan required under the AA2000 Concession Agreement. There can be no assurance that ORSNA will not impose similar requirements in connection with future investment obligations (including for the 2028-2038 period, the amounts of which have not yet been determined). Any such requirement could result in significant additional costs related to surety bond premiums or bank guarantees, reduce our available credit lines and adversely affect our liquidity and financial condition. For further information on the performance guarantees, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement.”
As of the date of this annual report, AA2000 has substantially complied with the commitments under the Technical Conditions of the Extension. However, failure to fully comply with the pending commitments (in particular, the Phase 2 Commitment) could result in the imposition of fines or the termination or revocation of the AA2000 Concession Agreement. In turn, the regulator could condition, restrict or otherwise subject the distribution of dividends of AA2000 to the fulfillment of outstanding investment commitments. Termination of the AA2000 Concession Agreement would constitute a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and New Money 2021 Notes (as defined herein). For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.”
Pursuant to the AA2000 Concession Agreement, since February 2018, the Argentine Government may buy out our concession, which would materially affect our revenues and operations.
Pursuant to the AA2000 Concession Agreement, since February 13, 2018, the Argentine Government has the right to “buy-out” (“rescatar”) the AA2000 Concession Agreement for public interest reasons and upon prior notification to us. In the event that the Argentine Government were to exercise this option, it would be required to indemnify us in an amount equal to the value of the non-amortized aeronautical investments we have made as of the time of the buy-out, multiplied by 1.10, plus the value of all other investments we have made and which have not been amortized. The Argentine Government would not be required to indemnify us for investments that were not included in our investment plan or that were not approved by ORSNA. The Argentine Government would also not be required to indemnify us for lost revenue or lost profits. The Argentine Government would be required to assume in full any debts incurred by us to acquire goods or services for purposes of providing airport services, except for debts incurred in connection with the investment plan for which we would be compensated as part of the payment made to us by the Argentine Government. Furthermore, the buy-out of the AA2000 Concession Agreement would constitute an event of default under our Argentine Notes Series 2017, Argentine Notes Series 2020, Argentine Notes Series 2021 and the New Money 2021 Notes, As of December 31, 2025, the principal amount outstanding under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes is U.S.$6.3 million, U.S.$22.6 million, U.S.$272.9 million, and U.S.$51.0 million, respectively. The Argentine Government’s indemnification obligations in combination with the collateral structure under the notes may not be adequate to repay the holders of such notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.”
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For the years ended December 31, 2025, 2024, and 2023, the revenue derived from our operation of the airports under the AA2000 Concession Agreement represented 54.0%, 56.4% and 45.1%, respectively, of our total consolidated revenue. If the Argentine Government exercises its right to buy-out the AA2000 Concession Agreement, such buy-out would have a material adverse effect on our business, financial condition, and results of operations.
The ORSNA may adjust the fees we charge for aeronautical services, the payments we are required to make to the Argentine Government and our investment plan in a way that is detrimental to us or fail to adjust them to restore the AA2000 Concession Agreement’s economic equilibrium.
Under the AA2000 Concession Agreement, ORSNA is required to conduct an annual review of AA2000’s financial projections and, if necessary, to re-establish economic equilibrium by adjusting (i) the fees we charge airlines and passengers for aeronautical services, (ii) certain payments we make to the Argentine Government pursuant to the AA2000 Concession Agreement, and/or (iii) our investment obligations. On January 13, 2021, ORSNA, through Resolution No. 4/2021, increased the fees that AA2000 may charge to international passengers from U.S.$51.00 to U.S.$57.00. In December 2021, ORSNA issued Resolution No. 83/2021 approving an increase in the use fee charged to domestic passengers departing from Category I airports, establishing a use fee of AR$614. In December 2022, ORSNA issued Resolution No. 98/2022 approving an increase in the use fee charged to domestic passengers, establishing a use fee of AR$1,100 effective as of January 2023. In November 2023, ORSNA issued Resolution No. 84/2023 by virtue of which a new increase of the use fee charged to domestic passengers was approved, establishing a use fee of AR$2,540 for Category I airports, AR$1,771 for Category II airports and AR$1,551 for Categories III and IV airports, effective as of January 2024. In October 2024, ORSNA issued Resolution No. 29/2024 by virtue of which a new increase of the use fee charged to domestic passengers was approved, establishing a use fee of AR$5,685 for Category I airports, AR$3,963 for Category II airports, AR$3,472 for Categories III and IV airports, effective as November 2024. If ORSNA applies adjustments to the Specific Allocation of Revenues and to the fees we may charge or that we must pay under the AA2000 Concession Agreement in a way that is detrimental to us, or if ORSNA fails to adjust such fees in order to restore the AA2000 Concession Agreement’s economic equilibrium, or if ORSNA seeks to modify our rights under the AA2000 Concession Agreement, any of such actions or failures to act may have a material adverse effect on our business, financial condition and results of operations.
If ORSNA does not approve the capital expenditures already made under the AA2000 Concession Agreement, we could be required to make additional capital expenditures, which may affect our cash flows and financial condition.
ORSNA reviews our capital expenditures to monitor our compliance with the investment plan under the AA2000 Concession Agreement, and to determine whether such expenditures can be recorded in the registry maintained by ORSNA. If a capital expenditure is approved by ORSNA, it is then entered into its registry. ORSNA only approves investments that are supported by a certificate confirming the completion of the relevant works and does not approve investments made at the start of the works.
Accordingly, we may record capital expenditures during a period that has not yet been (and may never be) approved by ORSNA. If ORSNA does not approve our capital expenditures under the investment plan of the AA2000 Concession Agreement, we would be required to make additional capital expenditures. This may require us to obtain additional financing, which we may not be able to obtain on favorable terms or at all. Our capital expenditures for the years ended December 31, 2025, 2024 and 2023 are currently under review by ORSNA. See “Argentina—Our Airports in Argentina—The AA2000 Concession Agreement—Economic Equilibrium.”
Recent political developments, in Argentina could affect macroeconomic, regulatory and social conditions in the country.
On October 26, 2025, national mid-term legislative elections were held in Argentina. The purpose of the mid-term elections was to renew 127 of the 257 seats in the Chamber of Deputies, the lower house of the Argentine Congress, and 24 of the 72 seats in the Senate, the upper house. President Javier Milei’s party, La Libertad Avanza, obtained approximately 40.7% of the national vote for the Chamber of Deputies and approximately 42.0% for the Senate, while the main opposition party, Fuerza Patria, obtained approximately 31.7% of the national vote for the Chamber of Deputies and approximately 28.4% for the Senate. On the day following the election, Argentine financial markets reacted positively: the peso appreciated against the U.S. dollar, Argentine sovereign bonds rose, and equity indexes recorded significant gains, reflecting improved investor confidence in the continuity of the administration’s policies.
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However, despite the improvement in market sentiment, there can be no assurance that these conditions will be sustained over time. Political or social opposition to the government’s reform measures, adverse external developments or delays in the implementation of structural policies could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing, the value of the Argentine peso and the overall stability of the Argentine economy. In addition, the outcome of these elections may lead to changes in government policies that could impact AA2000 businesses. We cannot assure you whether such changes will occur or, if they occur, estimate their timing or potential effects on AA2000’s operations and financial condition.
Our operations in Argentina depend on macroeconomic conditions in Argentina.
Our business and financial results in Argentina depend to a significant degree on macroeconomic, political, regulatory, and social conditions therein. The Argentine economy has experienced significant volatility in recent decades, characterized by periods of low or negative growth, high levels of inflation and currency devaluation, and may experience further volatility in the future.
In the past, Argentina has experienced a period of severe political, economic and social crises, which have caused a significant economic contraction and have led to radical changes in government policies. Among other things, the crises resulted in Argentina defaulting on its sovereign foreign debt obligations, a significant devaluation of the Argentine peso and ensuing inflation, and the introduction of emergency measures that affected many sectors of the economy. Likewise, the decline in international demand for Argentine products, the lack of stability and competitiveness of the Argentine peso against other currencies, the decline in confidence among consumers and foreign and domestic investors, and the higher rate of inflation and future political uncertainties, among other factors, have affected the development of the Argentine economy.
In March 2023, continuing with the restructuring of the Argentine Government debt, the Ministry of Economy announced a new exchange of bonds and Treasury bills denominated in Argentine pesos with maturities in the short term, which obtained a 64% support.
In June 2023, the renewal of the currency swap between China and Argentina was finalized and a gradual extension to U.S.$10.0 billion was agreed. In July 2023, the Andean Development Corporation (“CAF”) approved a bridge loan to Argentina in the amount of U.S.$1.0 billion to cover the debt until the International Monetary Fund (“IMF”) board approves the refinancing of the program.
In August 2023, the government announced that Qatar granted a special drawing rights loan to Argentina for the equivalent of U.S.$770.0 million. In addition, Argentina obtained approval of the fifth and sixth reviews of the agreement signed with the IMF for a U.S.$7.5 billion disbursement. The current administration made a first payment for U.S.$960.0 million to the IMF through a loan granted by the Development Bank of Latin America.
In December 2024, the Argentine Central Bank (the “BCRA,” for its acronym in Spanish) announced that it has arranged a Repurchase Agreement (“REPO,” for its Spanish acronym) with five top-tier international banks, for an amount of U.S.$1,000 million. By virtue of the REPO, the BCRA will deliver dollar-denominated notes (“BOPREAL”) to the international banks, which were originally issued by the BCRA in order to regularize the significant level of outstanding commercial debt owed by Argentine importers, that will be repurchased after 28 months, at an interest rate of 8.8%. In June 2025, the BCRA announced the increase by U.S.$2.0 billion of the aggregate amount of the repo transaction with BOPREAL.
In January 2025, the Supreme Court of the United States rejected the appeal filed by Argentina in a case related to the Brady bonds and its holdout creditors. Pursuant to this ruling, creditors have been authorized to seize Argentina for U.S.$310.0 million. As of the date of this annual report, no seizure has been made.
On January 7, 2026, the BCRA announced that it entered into a new repo with six international banks using part of its holdings of BONARES 2035 and 2038 securities, for the total amount tendered of U.S.$3,000 million, with a final term of 372 days.
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In addition, as of the date of this annual report, the current administration has made payments to the IMF in accordance with the scheduled maturity calendar and has complied with the targets agreed upon with the organization for quarterly reviews, which include accumulating reserves and significantly reducing the fiscal deficit. The government’s ability to continue achieving the commitments required by the IMF allowed the approval of a new extended fund facility (the “Extended Fund Facility”) with the purpose of refinancing liabilities, including non-transferable treasury bills and amounts outstanding under the existing extended facilities agreement with the IMF. The Extended Fund Facility was ratified by Congress in March 2025 and approved by the IMF Executive Board in April 2025. The facility comprises a comprehensive economic program supported by a 48-month arrangement totaling U.S.$20.0 billion. Key pillars of the Extended Fund Facility include maintaining a strong fiscal anchor, transitioning towards a more robust monetary and foreign exchange regime, with greater exchange rate flexibility in the context of a gradual easing of foreign exchange restrictions, and advancing a broad range of structural reforms to foster a more dynamic, market-oriented economy. If the current administration continues to achieve the macroeconomic goals contemplated by the Ministry of Economy, Argentina and Argentine companies may have more opportunities to obtain financing in international markets. However, there can be no assurance that these conditions will be sustained over time. Political or social opposition to the government’s reform measures, adverse external developments or delays in the implementation of structural policies could reverse these trends and generate volatility in Argentine financial markets, adversely affecting access to international financing, which would impact on the ability of Argentine companies, such as AA2000, to access international capital markets in the coming years.
In 2025, the United States Department of the Treasury supported Argentina’s efforts to stabilize its macroeconomic variables through the implementation of a foreign exchange stabilization arrangement (“acuerdo de estabilización cambiaria”), pursuant to which the United States Department of the Treasury conducted direct purchases of Argentine pesos in the local market and a currency swap line of up to U.S.$20.0 billion was established with the BCRA. In December 2025, the BCRA cancelled the transactions carried out during the fourth quarter of 2025. These measures provided short-term liquidity and enabled the Ministry of Economy to continue implementing its economic program.
Moreover, on February 5, 2026, Argentina and the United States signed a Reciprocal Trade and Investment Agreement that reduces tariff and non-tariff barriers, establishes rules to facilitate trade and investment, and establishes regulatory commitments in areas such as technical standards, intellectual property, digital trade, labor, and the environment. In terms of tariffs, the United States agreed to eliminate tariffs on 1,675 Argentine products and announced an expansion of the beef quota to 100,000 tons in 2026, while Argentina agreed to eliminate tariffs for 221 positions, reduce another 20 to 2% and withdraw import licenses and consular formalities for United States goods. The agreement also contemplates that Argentina recognizes United States or international certifications and standards without additional evaluations, strengthens intellectual property, and facilitates digital commerce (data transfers and electronic signatures), with entry into force subject to local legislative approval. In strategic sectors, Argentina committed to prioritizing the United States in critical minerals (lithium, copper, etc.) and to expediting projects through the RIGI (régimen de incentivos para grandes inversiones).
Notwithstanding the foregoing, there can be no assurance that, in the future, the United States Department of the Treasury will maintain and implement this policy or renew or implement a foreign exchange stabilization or liquidity support arrangement similar to that implemented in 2025.
The aeronautical policy reforms proposed by the current administration may affect our business and the results of operations.
Several regulatory changes to the Argentinean aeronautical policy have been approved since the current administration took office. The goal of these regulations is to improve infrastructure efficiency and promote an impartial, non-discriminatory, and transparent allocation of resources. Key principles include free market access through expedited administrative procedures, fair competition between air operators and airport operators, tariff deregulation, commercial freedom in pricing, route and frequency setting, minimal government intervention, incentives for new routes and operators, and equitable access to airport services.
In line with these principles, the Argentine Government approved, among other measures, the deregulation of ramp services. Therefore, those services shall no longer be exclusively provided by Intercargo as established in the concession agreement entered into between Intercargo and the Argentine Government. In addition, by means of Resolution No. 1067/2025 of the Ministry of Economy, the current administration launched the privatization process of Intercargo, which includes a tender for 100% of its capital stock, subject to administrative approvals and a competitive process, which is currently ongoing.
Also in line with the principles detailed above, by means of Decree No. 873/2024, the Argentine Government established that Aerolíneas Argentinas was “subject to privatization,” which requires legislative approval for its implementation that is currently pending.
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As of the date of this annual report, the outcome of the privatization processes of Intercargo and Aerolíneas Argentinas S.A. is uncertain and, therefore, we cannot determine the impact of these processes in AA2000’s business and operations. In case any further regulation or the outcome of the referred privatization processes adversely affects AA2000’s rights under the Technical Conditions of the Extension, AA2000 may be required to take relevant measures to mitigate any negative effects on such concession.
Additionally, as part of the government’s aviation liberalization efforts, the Argentine Government issued Decree No. 599/2024 establishing an “open skies policy” that seeks to increase competition and connectivity in the aviation market. This decree allows free market access for new operators through streamlined administrative procedures, deregulates domestic air fares, permits airlines to determine their own routes and frequencies, and authorizes eighth- and ninth-freedom flights under reciprocity conditions.
Regarding the details of the new regulations and the privatization processes of Intercargo and Aerolineas Argentinas S.A., please see “Item 4. Information On The Company—Business Overview—Regulatory and Concessions Framework—Argentina—Aeronautical Policy.”
Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations.
The prior administration and the BCRA implemented certain measures that control and restrict the ability of companies and individuals to access the foreign exchange market. Those measures include, among others: (i) restricting access to the Argentine foreign exchange market for the purchase or transfer of foreign currency abroad for any purpose, including the payment of dividends to non-resident shareholders; (ii) restricting the acquisition of any foreign currency to be held as cash in Argentina; (iii) requiring exporters to repatriate all the proceeds of their exports of goods and services and to settle them in pesos, in the local exchange market; (iv) limitations on the transfer of securities into and from Argentina; (v) restrictions on the payment of imports of goods and services; (see “—AA2000’s foreign financial indebtedness and debt denominated in foreign currency with access to the foreign exchange market could be affected by the mandatory refinancing regime enacted by the BCRA”); and (vi) the implementation of taxes on certain transactions involving the acquisition of foreign currency (the so called “PAIS Tax”). On November 24, 2024, the Argentine tax authority (ARCA) issued General Resolution No. 5604/2024 to remove advance tax payments on foreign currency purchases (PAIS tax) for imports on or after November 25, 2024.
Although the current administration stated its intention to deregulate the economy and allow the free flow of foreign currency, exchange controls on the inflow and outflow of foreign currency funds are still in force, until the level of reserves of the BCRA is stabilized. In line with the restrictions in force during the prior administration, the BCRA’s regulations establish limitations on the flow of foreign currency into and out of the foreign exchange market (the “MLC,” for its Spanish acronym).
As of the date of this annual report, subject to certain requirements, the BCRA regulations grant access to the MLC to repay principal or interest (at maturity) on foreign financial indebtedness as well as new commercial debt corresponding to imports of goods and services incurred from December 13, 2023, provided that advance payments are subject to BCRA’s prior clearance, unless certain exceptions are met. In turn, the stock of commercial debt prior to December 13, 2023 corresponding to imports of goods and services is subject to BCRA’s prior clearance, unless certain exceptions are met. Similarly, the BCRA designed a scheme of issuance of dollar-denominated notes with the intention to regularize the significant level of outstanding commercial debt owed by Argentine importers (which as of January 24, 2024 amounted to U.S.$42.6 billion). On January 31, 2024, the allocation of BOPREAL Series 1 was completed, reaching the maximum available amount for this series of U.S.$5.0 billion. AA2000 had subscribed, on primary offering, an aggregate amount of U.S.$1.1 million of BOPREAL Series 1. Additionally, on February 22, 2024, the allocation of BOPREAL Series 2 was also completed, reaching the maximum amount of U.S.$2.0 billion offered under this Series. At the same time, on May 23, 2024, the allocation of BOPREAL Series 3 was completed, reaching the maximum amount offered under this series of U.S.$3.0 billion. Finally, on July 16, 2025, the allocation of BOPREAL Series 4 was completed, reaching an amount of U.S.$845 million.
In addition, the BCRA continues easing the access to the MLC for the payment of imports of goods and services, as well as gradually lifting certain foreign exchange restrictions. In this line, since December 23, 2024, the PAIS Tax ceased to be in effect, as a result of the government’s decision not to extend its term. Moreover, payment of dividends to non-resident shareholders corresponding to distributable profits arising from audited annual financial statements for years beginning on or after January 1, 2025 is allowed to the extent the general requirements are complied with and certain conditions are met. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Argentina Foreign Exchange Regulation—Transfer of Funds Abroad for Payment of Dividends.”
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Although the government announced its intention and has partially lifted the foreign exchange restrictions (mainly with respect to those applicable to resident individuals), there can be no assurance that these measures will endure over time, which would depend on meeting certain macroeconomic conditions. In addition, there can be no assurance that in a scenario of lack of reserves the BCRA or other government agencies will revert the government’s intention and not increase such controls or restrictions, make modifications to these regulations, impose mandatory refinancing plans related to our indebtedness payable in foreign currency (as established in the past), establish more severe restrictions on currency exchange, or maintain the current foreign exchange regime or create multiple exchange rates for different types of transactions, substantially modifying the applicable exchange rate at which we acquire currency to service our outstanding liabilities denominated in currencies other than the Peso, all of which could affect our ability to comply with our financial obligations when due, raise capital, refinance our debt at maturity, obtain financing, execute our capital expenditure plans, and/or undermine our ability to pay dividends to foreign shareholders. Consequently, these exchange controls and restrictions could materially adversely affect the Argentine economy and our business, financial condition and results of operations.
Government measures, as well as pressure from labor unions, could require salary increases or additional employee benefits, all of which could increase companies’ operating costs.
Most industrial and commercial activities in Argentina are regulated by specific collective bargaining agreements that group together companies according to industry sectors and trade unions. Argentine employers, both in the public and private sectors, have experienced significant pressure from their employees and labor organizations to increase wages and to provide additional employee benefits. Due to the high levels of inflation, employees and labor organizations are demanding wage increases. In the past, the Argentine Government enacted laws, regulations and decrees requiring companies in the private sector to maintain minimum wage levels and to provide specified benefits to employees. Pursuant to Resolution No. 9/2025 of the National Council for Employment, Productivity and the Minimum Adjustable Wage, issued on December 3, 2025, the adjustable minimum wage was increased as follows: (i) in November, 2025, to AR$328,400; (ii) in December 2025, to AR$334,800 (iii) in January 2026, AR$341,000; (iv) in February 2026, to AR$346,800; (v) in March 2026, to AR$352,400; (vi) in April 2026, to AR$357,800; (vii) in May 2026, to AR$363,000; (viii) in June 2026, to AR$367,800; (ix) in July 2026, to AR$372,400; and (x) in August 2026, to AR$376,600 (minimum amount to be maintained until a new update is approved).
In addition, on January 18, 2026, the Executive Branch convened extraordinary sessions of Congress from February 2 to 27, 2026 to consider its legislative agenda, including labor law reform and a new juvenile criminal regime, among other initiatives. On February 12, 2026, the labor reform was partially approved by the Senate, and on February 19, 2026, approval by the Chamber of Deputies. However, in the debate carried out at the Chamber of Deputies, it was decided to eliminate one of its articles (referring to salary reductions during sick leave), so the aforementioned rule was returned to the Senate for review and final vote. On February 27, 2026, following nearly 12 hours of debate, the Senate approved the modifications introduced by the Chamber of Deputies and converted the labor modernization law into law, with 42 votes in favor, 28 against, and two abstentions. On March 6, 2026, the Executive Branch formally promulgated the labor modernization law as Law No. 27,802 through Decree No. 137/2026, which became effective on that same day. Labor unions opposed the reform through strikes and protests prior to its passage, and ongoing opposition to these reforms could still affect AA2000’s business and results of operations.
In the future, the Argentine Government could take new measures requiring salary increases or additional employee benefits, and the labor force and labor unions may demand employers to implement those measures. Increases in wages or employee benefits could result in added costs and adversely affect our results of operations in Argentina.
Increased public expenditures could result in long-lasting adverse consequences for the Argentine economy.
Until 2023, Argentina substantially increased public expenditures. In November 2023, public sector expenditures increased by 113.1% as compared to November 2022, the Argentine Government reported a primary fiscal deficit of 2.9% of the gross domestic product (“GDP”), according to the Argentine Ministry of Treasury.
However, the current administration has substantially reduced national public sector spending, recording primary fiscal and financial surpluses in 2025, reaching an amount of AR$11,768 billion of primary surplus and AR$1,454 billion of financial surplus during 2025, but there is still uncertainty regarding the government’s ability to sustain these policies in the long term.
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Although the current administration was able to implement sharp cuts in public expenditures and public debt, there are no assurances that it would be able to sustain these policies in the long term. In this line, we cannot assure that the government will not face resistance from Congress and be able to continue implementing its plans and reforms. Future fiscal deficits could negatively affect the Argentine Government’s ability to access the long-term financial markets and could, in turn, result in more limited access to such markets by Argentine companies, including us.
The Argentine economy could be adversely affected by economic developments in other global markets and by more general “contagion” effects.
Argentina’s economy is vulnerable to external shocks that could be caused by adverse developments affecting its principal trading partners. A significant decline in the economic growth of any of Argentina’s major trading partners (including Brazil, the European Union, China, and the United States) could have a material adverse impact on Argentina’s balance of trade and adversely affect Argentina’s economic growth.
The Argentine economy continues to be vulnerable to external shocks that may be generated by adverse events in the region or globally. In this line, extraordinary geopolitical developments in Latin America, such as the recent developments in Venezuela, could lead to volatility in Latin American debt and currency markets, including Argentina.
Changes in social, political, regulatory, or economic conditions in Argentina’s principal trading partners or in foreign trade laws or policies may generate uncertainty in international markets and have a negative effect on standalone economies, including the Argentine economy, which may, in turn, have a negative impact on our operations.
Global economic conditions may also result in depreciation of regional currencies and exchange rates, including the Argentine peso, which would likely also cause volatility in Argentina. The effect of global economic conditions on Argentina could reduce exports and foreign direct investment, resulting in a decline in tax revenues and a restriction on access to the international capital markets, which could, adversely affect our business, financial condition, and results of operations. A new global economic and/or financial crisis or the effects of deterioration in the current international context, could affect the Argentine economy and, consequently, our results of operations and financial condition.
In addition, recent geopolitical and trade developments may amplify these risks. Heightened U.S.–China trade tensions, evolving tariff regimes, prolonged military conflicts and disruptions to key shipping routes, and tighter global financial conditions may increase risk aversion toward emerging markets, drive commodity and energy price volatility, and strengthen the U.S. dollar, each of which could adversely impact Argentina’s access to capital, exchange rate stability, inflation dynamics, and external accounts. Furthermore, extraordinary events in Latin America could intensify regional “contagion.” For example, recent developments in Venezuela may contribute to volatility in Latin American sovereign and corporate securities and in energy markets. Even absent direct commercial ties, these developments could adversely affect Argentina’s macroeconomic conditions and, consequently, our business, financial condition, and results of operations. See “―The Argentine economy could be adversely affected by economic developments in other global markets and by more general “contagion” effects.”
Significant fluctuation in the value of the Argentine peso may adversely affect the Argentine economy as well as our financial condition and results of operations.
The Argentine peso has suffered and may continue to suffer devaluation against the U.S. dollar. Despite the positive effects of the decline of the Argentine peso on the competitiveness of certain sectors of the Argentine economy, it can also have far-reaching negative impacts on the Argentine economy and on businesses and individuals’ financial condition.
Among its first measures, the current administration implemented a devaluation of the peso against the U.S. dollar of around 54% approximately (from AR$385 per U.S.$1.00 as of December 7, 2023 to AR$808.45 per U.S.$1.00, as of December 31, 2023) aiming to reduce the significant gap between the official exchange rate and the implicit exchange rate applicable to the blue-chip swap transactions (the alternative mechanism to outflow foreign currency abroad) which by the time the current administration took office was around 157.6% and was reduced to 41.7% as of December 31, 2024. Having stabilized the exchange rate gap and seeking to reduce the devaluation of the peso against the U.S. dollar, during 2025, the current administration implemented, among other measures, a system of “exchange bands,” with an initial range of AR$1,000 to AR$1,400. Within this margin, the exchange rate will fluctuate freely, without the intervention of the BCRA. In addition, it was established that both the floor and ceiling of the band will be adjusted monthly, according to the inflation rate with a two-month delay. As a result of these measures, during the year ended December 31, 2025, the peso suffered a devaluation against the U.S. dollar of approximately 36.8% (from AR$1,032.5 per U.S.$1.00 as of January 2, 2025 to AR$1,455 per U.S.$1.00, as of December 31, 2025).
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Since January 1, 2026, the BCRA operates under a revised regime that updates the limits of the exchange-rate band monthly by the latest available domestic inflation and, critically, has launched a pre-announced program to accumulate international reserves in line with remonetization of the economy. Under this program, the BCRA targets base-case net purchases of about U.S.$10 billion in 2026—potentially rising to U.S.$17 billion if money demand increases—subject to balance-of-payments flows and without relying on sustained sterilization, while managing liquidity through open-market operations and REPOs. Daily purchases are calibrated to market depth, with a reference cap of roughly 5% of that day’s foreign-exchange turnover and the option to use off-screen block trades to avoid disrupting market functioning. In execution, the BCRA has combined on-market and block purchases and has complemented spot accumulation with the sale of dollar-linked instruments and futures to provide private hedging while containing spot volatility. In parallel, the BCRA has supplemented reserve liquidity through a U.S.$3.0 billion repo with international banks as well as through the IMF Extended Fund Facility, strengthening its balance sheet during the transition. This framework is explicitly tied to money-demand dynamics and is intended to allow for reserve accumulation while maintaining exchange-market stability within the inflation-indexed bands.
Notwithstanding the aforementioned, a significant increase in the value of the peso against the U.S. dollar also presents risks to the Argentine economy. If the peso continues to depreciate, the negative effects on the Argentine economy related to such depreciation could resurface, which could result in a material adverse effect on our financial condition and results of operations due to our financial commitments in U.S. dollars. A significant real appreciation of the peso would adversely affect exports, which could have a negative effect on GDP growth and employment, as well as reduce Argentine public sector revenues by reducing tax collection in real terms, given its high dependence on taxes and exports.
In addition, a significant further depreciation of the peso against the U.S. dollar could have an adverse effect on the ability of Argentine companies to make timely payments on their debts denominated in or indexed or otherwise connected to a foreign currency, could generate very high inflation rates, reduce real salaries significantly, and have an adverse effect on companies focused on the domestic market, such as public utilities and the financial industry. Such potential depreciation could also adversely affect the Argentine Government’s capacity to honor its foreign debt, which could affect AA2000’s capacity to meet obligations denominated in a foreign currency, and which, in turn, could have an adverse effect on our financial condition and results of operations.
International and regional passenger use fees are denominated in U.S. dollars and are payable in both U.S. dollars and Argentine pesos. Currency exchange rate volatility directly affects the conversion of U.S. dollars into Argentine pesos. Any appreciation in the value of the Argentine peso against the U.S. dollar may reduce our cash flows. Conversely, any depreciation in the value of the Argentine peso against the U.S. dollar may increase our cash flows.
The overall increase in the cost of international travel as a result of fluctuations in currency exchange rates could potentially lead to decreased passenger traffic volume due to increases in travel costs. A large decrease in the value of a particular foreign currency relative to the value of the Argentine peso or the U.S. dollar, as applicable, could have an adverse effect on the number of international air passengers originating from nations that use such devalued currency.
Continuing high inflation may impact the Argentine economy and adversely affect our results of operations.
Inflation has materially undermined, and in the future may continue to undermine, the Argentine economy and the Argentine Government’s ability to foster conditions that would permit stable economic growth. In recent years, Argentina has confronted inflationary pressures, evidenced by a significant increase in fuel, energy, and food prices, among other factors. According to the most recent publicly available information, the inflation rate was 117.8% in 2024 and 31.5% in 2025. Although the current administration has implemented various monetary policies that have considerable reduced the inflation rate as of December 31, 2025, the economy still qualified as hyperinflationary from an international accounting perspective.
Throughout history, the Argentine Government has implemented, through the Ministry of Economy and the BCRA, several measures to deaccelerate inflation and control the devaluation of the Argentine peso against the U.S. dollar. These measures included, among others: (i) restrictions on the access of individuals and entities to the MLC; (ii) taxation of certain operations which imply acquisition of foreign currency (the PAIS tax); (iii) negotiations with creditors in order to restructure the Argentine external debt; and (iv) price freezes on hundreds of products. Nevertheless, the Argentine economy continued to experience high levels of inflation. The PAIS tax on foreign currency purchases was eliminated by the General Resolution 5604/2024 in relation to imports carried out starting November 25, 2024.
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In order to manage inflation, the current administration has eliminated price controls implemented by the prior administration, to allow prices in the economy to be determined by supply and demand. However, the foreign exchange controls remain in place until the BCRA’s level of reserves is stabilized. In addition, certain prices, such as public transportation and public services tariffs, are being subject to progressive deregulation, to ease transition and prevent social turmoil.
Although inflation has declined from previous years, it is not possible to ensure that the government will be able to bring it down to single digits or maintain the prior declines. If inflation is not controlled, high inflation could undermine Argentina’s foreign competitiveness by diluting the effects of the depreciation of the Argentine peso, negatively affecting the level of economic activity and employment, and undermining confidence in Argentina’s banking system, which could further limit the availability of domestic and international financing to businesses. Furthermore, a portion of Argentina’s sovereign debt is subject to adjustment by the Stabilization Coefficient (Coeficiente de Estabilización de Referencia), a currency index that is strongly related to inflation. Therefore, any further significant increase in inflation could cause an increase in Argentina’s external debt and, consequently, in Argentina’s financial obligations, which could aggravate pressures on the Argentine economy. If inflation remains high or continues to increase, Argentina’s economy may be negatively affected, and our results of operations could be materially affected.
Failure to adequately address actual and perceived risks of institutional deterioration and corruption may adversely affect Argentina’s economy and financial condition and, consequently, our business.
A lack of a solid and transparent institutional framework for contracts with the Argentine Government and its agencies and corruption allegations have affected and continue to affect Argentina. In Transparency International’s 2025 Corruption Perceptions Index, survey of 182 countries, Argentina was ranked 104, with its score decreasing from 37 in 2024 to 36 in 2025.
The failure to address these issues could increase the risk of political instability, distort decision-making processes, and adversely affect Argentina’s international reputation and ability to attract foreign investment. The Argentine Government’s ability to implement initiatives to strengthen Argentina’s institutions and to reduce corruption is uncertain as it would be subject to independent review by the judicial branch, as well as legislative support from opposition parties.
We cannot give any assurance that the Argentine Government will implement any of these initiatives nor if implemented, that any of such initiatives would be successful in halting institutional deterioration and corruption.
Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate
Italy
The approval process for the Florence Airport master plan requires authorization from both local and national authorities, with informational involvement of the European Commission. Any further delay could adversely affect our ability to increase revenues and profits derived from the operation of such airport.
The master plan for the period 2014 through 2029 was approved by the Italian Civil Aviation Authority (“ENAC” for its Italian acronym) in November 2015, by the Italian Ministry of the Environment in December 2017 and by the Italian Ministry of Infrastructures and Transport in April 2019. However, such approval was repealed on May 27, 2019, upon request of the environmental association (Associazione VAS Vita Ambiente) and other local municipalities. On July 25, 2019, TA, jointly with the Ministry of Environment, ENAC and other authorities, appealed to such judgement.
On February 14, 2020, the appeal was rejected requiring a new environmental assessment process. In 2022, a review of the master plan was performed and the investments forecasts (traffic and infrastructures) were defined until 2035 (the “2035 TA Master Plan”). The 2035 TA Master Plan received technical approval from ENAC in May 2023, and subsequently requested the Italian Ministry of the Environment to apply the “Integrated Environmental Procedure” (both, Environmental Impact Assessment and Environmental Strategic Assessment) as permitted by local statutes. The environmental procedure was concluded in mid-November 2025, with the Environmental Impact Assessment and Environmental Strategic Assessment (“EIA-ESA”) Decree issued by the Ministry of the Environment, in agreement with the Ministry of Culture, expressing a positive opinion and outlining specific environmental conditions.
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In line with the provisions set out in the Decree, the next step involves carrying out all the necessary activities to finalize the appropriate assessment procedure pursuant to the habitats directive and enable the Ministry of the Environment to conduct the discussion with the European Commission, which is responsible for matters concerning protected natural sites included in the Natura 2000 Network. Once these requirements have been fulfilled, ENAC will ask the Ministry of Infrastructure to start the authorization process for the assessment of urban planning compliance. The permit procedure is expected to be completed by the end of 2026, allowing construction to begin.
Our ability to increase revenues and profits derived from the operation of the Florence Airport may be adversely affected if the 2035 TA Master Plan is rejected or its approval is delayed.
The exercise of the special powers of the Italian Government may restrict our ability to transfer, our TA shareholding or restrict the ability of investors to acquire a significant stake in our share capital.
Certain regulations concerning legal restrictions on transfer of assets of strategic national importance may apply to us, as TA’s controlling shareholder, the operator of our Italian Airports (as defined herein).
Provisions of Law Decree No. 21 of March 15, 2012 (“Law Decree No. 21/2012”), subsequently amended, grants the Italian Government special powers (the “Golden Powers”), which may be triggered in the event that: (i) we attempt to transfer our shareholding in TA and/or the Italian Airports to a third party; or (ii) stake of TA’s share capital is transferred to a third party in the future; or (iii) TA’s corporate bodies approve resolutions, acts or transactions resulting in changes to the TA’s ownership, control, or assets availability (including mergers, demergers or establishment and enforcement of security interests).
Below is a description of the procedure that would apply in such a case. As of the date of this annual report, we are not aware that our initial public offering has indeed triggered any procedures pursuant to Law Decree No. 21/2012.
Pursuant to current laws and regulations, (i) the approval of specific corporate resolutions by companies operating, inter alia, in the energy, transport, and communications sectors, which are understood to be of strategic importance to the nation, and (ii) the acquisition of significant shareholdings in such companies by investors, are subject to the so called Golden Powers. Article 2 of Law Decree No. 21/2012 specifically regulates the special powers of the Italian Government over the strategic assets of companies operating in the transport sector. Regarding companies owning such assets, the Italian government may:
| ● | veto any resolutions, acts and transactions that would (i) result in a change of ownership, control, or purpose of such assets, (ii) result in an exceptional situation not regulated by national or European laws applicable to the sector, or (iii) constitute a threat of a serious prejudice to the interest of public safety (Article 2, paragraph 3); |
| ● | impose conditions on buyers to provide guarantees in any purchase that poses a serious threat to public interest, (Article 2, paragraphs 5 and 6); and |
| ● | oppose the purchase if it presents exceptional risks to the protection of public interest, which cannot be mitigated by the buyer providing adequate guarantee (Article 2, paragraph 6). |
Article 2 of the Decree of the President of the Council of Ministers No. 180 of December 23, 2020 identified airports as “strategic assets.” Therefore, the Italian airports are subject to these decrees.
As a result, our ability to enter into certain commercial transactions may be further restricted by the Italian Government’s decision to exercise its Golden Powers with respect to the management of strategic transport assets in Italy. This may limit our ability, as a TA’s shareholder, to benefit from the proceeds of certain proposed asset sales or acquisitions or business combinations and may limit our shareholders’ ability to benefit from possible premiums connected to a proposed change in control transaction or tender offer.
If the Italian Government exercises these Golden Powers in the future with respect to any transaction involving, directly or indirectly, TA and/or the Italian Airports, such exercise could have a material adverse effect on our business, financial condition, results of operations or prospects in the future.
In 2023 and 2024, we submitted to the Italian Government the new financing for investments in the Pisa Airport and the refinancing TA’s previous debts. The Italian Government consented to these transactions and the operations were subsequently closed.
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Coordinating compliance with regulatory obligations may strain our resources and divert management’s attention.
TA is listed on the Milan Stock Exchange. As a public company, TA is subject to the reporting requirements of local regulations in Italy and other applicable securities rules and regulations. Compliance with these rules and regulations involves legal and financial compliance costs, makes some activities more difficult, time-consuming or costly and increases the demand on TA’s systems and resources. Coordination between TA and us to comply with our respective regulatory and filing procedures can be burdensome, divert management’s attention and affect our daily operations and business.
In addition, the interests of TA’s public shareholders may not be the same as the interests of our Majority Shareholder. This conflict of interest may affect our operations and business.
Brazil
We have identified payments made by ICAB that may not have had any proper purpose and that could expose us to fines and sanctions as well as reputational harm and other adverse effects.
We have identified three payments totaling approximately R$0.8 million made by ICAB during 2014, when Infravix was still an indirect shareholder of ICAB, to individuals or entities that the press has suggested had made illegal payments to government officials on behalf of corporate clients. We have been unable to identify a proper purpose for some of these payments. The case reported by the press was initially under investigation by the Brazilian Supreme Court but has been transferred to the Federal Court of the Federal District, where the proceedings are currently ongoing. To date, neither ICAB nor its current executives have been subject to any criminal investigations.
On September 14, 2019, Receita Federal (Brazilian Tax authority) identified the mentioned payments and considered those did not have a proper purpose, therefore, imposed a R$1.3 million fine on ICAB. ICAB is contesting the fine through an administrative procedure. The outcome of this procedure is still uncertain.
We could be exposed to reputational harm and other adverse effects in connection with these payments. If these payments are ultimately found to have been improper, we could be subject to additional fines and sanctions, as well as other penalties. Any of the foregoing effects could have a material adverse effect on our business.
We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee.
Under the Brazilian Concession Agreement for the operation of the Brasilia Airport, we are obligated to pay an annual fixed concession fee which is adjusted by inflation. Initially, we recognized this contractual obligation as a financial liability at fair value in acquisition accounting. Following a revision of the discount interest rate, we now measure the liability at an amortized cost utilizing a discount rate of 6.81% (real), which is the regulatory weighted average cost of capital (“WACC”) applicable at the time we entered into the Brasilia Concession Agreement. Any change in the current discount rate used to discount the estimated cash outflows, as well as an increase in the liability that reflects the passage of time (also referred to as the unwinding of a discount or accretion) is recognized as expense, period over period. In 2025, 2024, and 2023, we recognized losses of U.S.$80.9 million, U.S.$87.1 million, and U.S.$98.2 million, respectively, relating to these effects. See Note 23 to our Audited Consolidated Financial Statements.
During 2021, ICAB suspended payment of 50% of the annual fixed concession fee based on the rescheduling request that was made with the Brazilian ANAC. Such request was rejected by ANAC. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.” As of the date of this annual report, a court injunction suspending all actions against ICAB for lack of payment of the annual fixed concession fee remains in place. Therefore, unless such injunction is cancelled or lifted, ICAB cannot be forced to pay the remaining 50% of the annual fixed concession fee. If such injunction is lifted or cancelled, ICAB would be forced to pay such outstanding 50% and if not paid, the Brasilia Concession Agreement may be terminated, which would have a negative impact on our results of operations.
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Furthermore, if the injunction is cancelled or lifted, and the remaining 50% of the annual fixed concession fee is not paid, ICAB may be in breach pursuant the terms of the Brazilian National Development Bank (Banco Nacional do Desenvolvimento Economico e Social - “BNDES”) loan agreement, which would give BNDES the right to declare an event of default. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness—ICAB.” Upon declaring such an event of default, BNDES would be entitled to request the guarantors of the Brasilia Airport (Inframerica Participações S.A. (“Inframerica”), ACI Airports S.à r.l., Corporacion America S.A and American International Airports LLC) indebtedness to post additional collateral as security of the obligations assumed thereunder. If such additional collateral is not timely and adequately posted, BNDES could declare all amounts due and payable, which would affect our results of operations and liquidity.
Regarding the concession fee for 2022, a partial payment of R$81.6 million (approximately U.S.$15.3 million) was made using re-equilibrium credits. With respect to the remainder of such concession fee, on November 21, 2022, ICAB made an offer to the Ministry of Infrastructure to pay through the delivery of court-payment orders, which is still currently under analysis by the Ministry. In December 2022, the Ministry issued an Official Letter confirming that until it reviews the court-payment orders, ICAB is in compliance with its obligations.
As of the date of this annual report, we are in a contractual renegotiation process with the federal government to address several aspects of the Brazilian Concession Agreement for the operation of the Brasilia Airport, including modifications to the annual fixed concession fee. On December 10, 2025, in connection with this renegotiation, ICAB received notice from the ANAC that enforceability of the 2025 annual fixed concession fee, in the amount of R$386.4 million (equivalent to U.S.$70.2 million as of December 31, 2025), had been suspended. The suspension will remain in effect until the renegotiation process is concluded. If we reach an agreement on the new terms of the concession with the government, there will be a public tender for 100% of the shares of ICAB, in which we would be entitled to participate, but in which our offer could be superseded by an improved offer from another bidder. In the tender, we will always have the right to provide a higher bid. The timing and outcome of the renegotiation remain uncertain, and no irrevocable agreement has been signed as of the date hereof.
The commercial area at the Brasilia Airport may not attract the numbers of customers we anticipate, which would ultimately affect our results of operations.
A key part of our strategy to expand and increase our commercial revenues at the Brasilia Airport is the development of an area with commercial offerings within the airport.
On December 13, 2019, ICAB entered into a lease agreement with a leading Brazilian real estate group pursuant to which such group agreed to build and develop, with its own capital, a new shopping center of approximately 350,000 square feet of gross leasable area. Construction is currently in progress, and the inauguration is expected to happen in the second quarter of 2026. If this project fails to attract the number of customers that we anticipate, our business, financial condition and results of operations could be adversely affected.
Exchange rate instability may have adverse effects on the Brazilian economy and our results of operations.
The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this period, the Brazilian Government has implemented various economic plans and used various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the Brazilian real is generally linked to the rate of inflation in Brazil, depreciation of the Brazilian real occurring over shorter periods of time has resulted in significant variations in the exchange rate between the Brazilian real, the U.S. dollar and other currencies. The Brazilian real/U.S. dollar exchange rate reported by the Brazilian Central Bank was R$4.8407 per U.S. dollar on December 31, 2023, R$6.1917 per U.S. dollar on December 31, 2024 and R$5.5018 per U.S. dollar on December 31, 2025, but there can be no assurance that the Brazilian real will not again depreciate against the U.S. dollar or other currencies in the future, which could lead to fluctuations in our consolidated earnings and cash flows as measured in U.S. dollars.
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Uruguay
Our Uruguayan airport operations, particularly at Punta del Este Airport, are heavily dependent on air traffic from Argentina and Brazil. Any deterioration in the economic conditions of our neighboring markets, particularly Argentina, could have a material impact on our business and operating results.
Our operations in Uruguay remain subject to regional economic interdependence, particularly with Argentina and Brazil. In 2025, approximately 11% of the passengers using our airports in Uruguay came from Argentina and 11% from Brazil.
Meanwhile, Uruguay’s economic activity has shown signs of moderation, which may slightly temper local demand.
Although we continue to monitor macroeconomic and regulatory developments in Argentina and Brazil, especially those related to foreign exchange policies and consumer confidence, we believe current dynamics suggest a more balanced risk landscape compared to prior periods. See “Risks Related to Argentina and the AA2000 Concession Agreement—Changes in social, political, regulatory, or economic conditions in Argentina’s principal trading partners or in foreign trade laws or policies may generate uncertainty in international markets and have a negative effect on standalone economies, including the Argentine economy, which may, in turn, have a negative impact on our operations” and “Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—Exchange rate instability may have adverse effects on the Brazilian economy and our results of operations.”
Ecuador
The political environment of Ecuador is uncertain which could have adverse effect on our results of operations.
Ecuador continues to face significant political, economic, social and security challenges, which may adversely affect our airport operations and financial performance in the country. The political environment remains volatile, with heightened institutional tension, economic fragility and persistent security concerns related to organized crime, drug trafficking, money laundering and terrorism.
In May, 2023, former president Mr. Guillermo Lasso dissolved Congress and called for early presidential elections. On November 23, 2023, Mr. Daniel Noboa was elected as new President of Ecuador, for a short transitional term. Since taking office, President Noboa has declared multiple states of emergency and adopted aggressive security measures, including the deployment of the Armed Forces in support of the National Police, as part of a broader strategy to combat organized crime and terrorism. While these measures have received public support, they have also generated political opposition and institutional friction, contributing to ongoing uncertainty.
In 2025, Ecuador entered a new electoral cycle. In the first round of the presidential elections held on February 9, 2025, no candidate obtained the required majority, and a runoff election was held on April 13, 2025, in which incumbent President Daniel Noboa was re-elected with approximately 55.6% of the vote, defeating his challenger, Luisa González. Changes in political leadership and public policy resulting from the electoral process may continue to affect the country’s political and economic landscape. In addition to political uncertainty, Ecuador faces a difficult economic and social environment. In response to heightened security risks, the government has adopted an aggressive stance against criminal organizations, declaring a war on terrorism and drug cartels.
While international air traffic has experienced limited growth, domestic passenger numbers have declined significantly. This decline is also linked to the suspension of operations by Equair, a major domestic airline, at the end of 2023, which has not yet been replaced by another carrier.
Ultimately, the effects on our business and financial results will depend largely on the economic and security policies implemented by the incoming government. The prevailing political, economic, and social crises—particularly related to security and energy—could negatively impact our Ecuadorian airport operations and, consequently, our overall business performance.
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Armenia
The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations.
Despite the ongoing war between Russia and Ukraine, air transportation to and from Russia has not been materially disrupted to date; however, any escalation of hostilities, including increased attacks affecting Russian airports or airspace, could result in flight cancellations, route disruptions or reduced passenger demand, which could adversely affect our operations and results of operations. In addition, broader regional tensions, including a potential confrontation involving Iran and the United States or the temporary closure of Iranian airspace, as occurred during the recent Iran–Israel conflict, could disrupt flight routes and significantly reduce air connectivity with certain destinations, particularly Gulf countries, which could negatively affect passenger traffic and pose risks for our operations.
Our business in Armenia is also affected by regulatory and geopolitical constraints, including the continued inclusion of Armenia on the European Union aviation safety blacklist, which restricts aircraft registered in Armenia from operating flights to EU destinations and may limit the growth of international traffic. Moreover, while certain developments, such as the potential entry of new international airlines into the Armenian market or improvements in relations with neighboring countries, could over time support aviation traffic, there can be no assurance that such developments will occur or materialize in the near term, which could continue to limit passenger demand and adversely affect our operations in Armenia.
In addition, broader regional instability in the Middle East, including military escalations involving Iran, temporary closures of Iranian airspace, missile or drone activity affecting regional flight corridors, or increased geopolitical tensions between Iran and Western countries, could disrupt established air routes, increase insurance and operating costs, or materially reduce connectivity with certain destinations, which could adversely affect passenger traffic and our operational performance.
Other countries
We have received awards for airport projects in Iraq and Angola, but have not yet entered into definitive concession agreements. These projects may not proceed on the terms contemplated, or at all.
In November 2025, a consortium formed by the Company and Amwaj International for Real-Estate Investments Co. Ltd. (the “Iraq Consortium”) signed an award agreement with the Government of Iraq, following an international tender process supervised by the International Finance Corporation (IFC), a member of the World Bank Group, to operate Baghdad International Airport. The award agreement provides for a limited period to negotiate in good faith and enter into a definitive public-private partnership agreement. This 90-day period may be extended by mutual agreement. We are currently engaged in discussions to extend the award agreement until June 30, 2026. However, the timing of such extension remains subject to governmental processes and evolving regional geopolitical conditions. It is possible that the conflict between U.S. and Israel against Iran causes a delay in the execution of this definitive agreement.
In December 2025, a consortium formed by the Company, Mota-Engil Engenharia e Construção and BestFly Ltda. received a formal notification from the Ministry of Transport of the Republic of Angola of the award decision in connection with the tender process for the operation, management and maintenance of Dr. António Agostinho Neto International Airport (“AIAAN”), subject to the execution of a definitive concession agreement and the satisfaction of customary conditions precedent.
As of the date of this annual report, we have not entered into definitive concession agreements for either of these projects. There can be no assurance that we will be able to successfully negotiate and execute definitive agreements, or that, if executed, they will be on terms consistent with the award notifications, or at all. The negotiation process may result in material modifications to the contemplated terms. Either government may decide not to proceed with the project, or negotiations may fail to result in mutually acceptable terms. In addition, even if definitive agreements are executed, completion of these projects remains subject to the satisfaction of customary conditions precedent, which may not be satisfied or waived.
Guarantees have been provided to the Ministry of Transportation of the Republic of Iraq and to the Ministry of Transport of the Republic of Angola in connection with the respective airport concession tenders in which we are participating as part of two consortia. The guaranteed amounts are IQD 5,000 million (equivalent to approximately U.S.$ 3.8 million as of December 31, 2025) in Iraq and U.S.$15.0 million in Angola.
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If the guarantee provided in Iraq is called, the Company would be ultimately responsible for 55% of the guaranteed amount (equivalent to approximately U.S.$2.1 million as of December 31, 2025). Similarly, if the guarantee provided in Angola is called, the Company would be expected to participate in any resulting losses with the other members of the consortium up to its corresponding ownership interest (50%), equivalent to approximately U.S.$7.5 million. Such guarantees may be enforced by the respective Ministries if the concessionaire fails to enter into definitive concession agreements as a result of a breach of its obligations.
Generally, if we are unable to enter into definitive concession agreements, or if the terms of such agreements differ materially from those contemplated in the award notifications, our business, results of operations, financial condition and growth prospects could be adversely affected.
These projects would also represent our entry into new geographic markets in which we have no prior operating experience. Operating in Iraq and Angola exposes us to risks inherent in conducting business in new countries, including political and economic instability, unfamiliarity with legal and regulatory frameworks, challenges in dealing with government authorities and other stakeholders, difficulties in recruiting and retaining qualified local personnel, foreign currency exchange rate fluctuations, and potential restrictions on repatriating earnings. Our lack of experience in these markets may make it more difficult for us to anticipate and respond to local market conditions, regulatory developments and competitive dynamics, which could adversely affect the performance of these projects.
Risks Related to Our Common Shares
The price of our common shares may be highly volatile.
We cannot predict the extent to which investor interest in our common shares will occur or be able to maintain an active trading market, or how liquid that market will be in the future. The market price of our common shares may be volatile and may be influenced by many factors, some of which are beyond our control, including:
| ● | the failure of financial analysts to cover our common shares or changes in financial estimates by analysts; |
| ● | actual or anticipated variations in our operating results; |
| ● | changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our common shares or the shares of our competitors; |
| ● | announcements by us or our competitors of significant contracts or acquisitions; |
| ● | future sales of our common shares; and |
| ● | investor perceptions towards us and the industries in which we operate. |
In addition, the equity markets in general have experienced substantial price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of affected companies. These broad market and industry factors may materially harm the market price of our common shares, regardless of our operating performance. In the past, following periods of volatility in the market price of certain companies’ securities, securities class action litigation has been instituted against these companies. This litigation, if instituted against us, could adversely affect our financial condition or results of operations.
We issued, and may further issue, options, restricted shares, and other forms of share-based compensation, which could dilute shareholder value and cause the price of our common shares to decline.
In 2020, we implemented a long-term management share compensation plan. We may offer additional share options, restricted shares, and other forms of share-based compensation to our directors, officers, and employees in the future. If any options that we issue are exercised, or any shares that we may issue vest and those shares are sold into the public market, the market price of our common shares may decrease. See “Item 6. Directors, Senior Management and Employees—Compensation—Management Compensation Plan.”
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A significant portion of our common shares may be sold into the public market, which could cause the market price of our common stock to drop significantly, regardless of our operational performance.
Our officers, directors, and the Majority Shareholder are able to sell our common shares in the public market. In addition, pursuant to a registration rights and indemnification agreements, the Majority Shareholder and its affiliates and transferees have the right, subject to certain conditions, to require us to register the sale of their common shares under the Securities Act. In May 2025, we issued 1,996,439 new common shares in connection with the acquisition of an additional equity interest in Corporación América Italia S.p.A., which were delivered to the Investment Corporation of Dubai (“ICD”) as consideration for such transaction. We have also entered into a transaction agreement that grants ICD certain piggy-back registration rights in relation to offerings by the Company or by the Majority Shareholder for a period of 18 months, starting on May 28, 2025.
By exercising their registration rights and selling a substantial sale of shares, these existing owners could cause the prevailing market price of our common shares to decline. The common shares covered by registration rights would represent approximately 79.56% of our outstanding capital stock. Registration of any of these outstanding common shares would result in such shares becoming freely tradable without compliance with Rule 144 upon effectiveness of the registration statement. Sales of a substantial number of such common shares, or the perception that such sales may occur, could cause our market price to fall or make it more difficult for investors to sell common shares at a time and at a favorable price that you deem appropriate.
Furthermore, the issuance of additional shares would increase the number of our outstanding common shares, and any sale of such shares in the public market, or the perception that such sales may occur, could increase the supply of our common shares available for trading and adversely affect the market price of our common shares.
We may need additional capital and we may not be able to obtain it.
We believe that our existing cash and cash equivalents, cash flows from operations and financing capacity are, and will be, sufficient to meet our anticipated cash needs for the foreseeable future. We may, however, require additional cash resources due to changed business conditions or future developments, including any investments or acquisitions we may decide to pursue. If these resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain other sources of financing. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness could result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.
Our ability to obtain financing on favorable terms is subject to a variety of uncertainties, including:
| ● | the conditions of the U.S. capital markets and other capital markets in which we may seek to raise funds; |
| ● | our future results of operations and financial condition; |
| ● | government regulation of foreign investment in the United States, Europe, and Latin America; and |
| ● | global economic, political, and other conditions in jurisdictions in which we do business. |
Our business and results of operations may be adversely affected by the increased strain on our resources from complying with the reporting, disclosure, and other requirements applicable to public companies in the United States promulgated by the U.S. Government, New York Stock Exchange, or other relevant regulatory authorities.
Compliance with existing, new, and evolving corporate governance and public disclosure requirements adds uncertainty and increases our compliance costs. Changing laws, regulations and standards include those relating to accounting, corporate governance, and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act of 2002, new U.S. Securities and Exchange Commission (“SEC”) regulations and the New York Stock Exchange (“NYSE”) listing guidelines. Meeting the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”) and related regulations regarding the required assessment of internal controls over financial reporting and our external auditor’s audit of internal controls over financial reporting demands significant financial and managerial resources.
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Our ongoing efforts to comply with evolving laws and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses. Moreover, our board members and senior management could face increased personal liability risks in connection with the performance of their duties. As a result, we may face difficulties in attracting and retaining qualified board members and senior management. If we fail to comply with new or changed laws or regulations, our business and reputation may be harmed.
If we fail to maintain effective internal controls over financial reporting, we may not be able to accurately report our financial results or prevent fraud.
As a U.S. public company, we are subject to U.S. securities laws and the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. This requires management to assess and report on the effectiveness of our internal controls over financial reporting in its annual report. In addition, an independent registered public accounting firm must attest to and report on the effectiveness of our internal controls over financial reporting.
Our management concluded that our internal controls over financial reporting were effective as of December 31, 2025. See “Item 15. Controls and Procedures.” However, if we fail to maintain effective internal controls over financial reporting in the future, our management and auditors may not be able to conclude that we have effective internal controls over financial reporting at a reasonable assurance level and negatively impact our share price.
Maintaining compliance with Section 404 and other Sarbanes-Oxley requirements will require a significant investment of time, resources, and management attention.
Our exemption as a “foreign private issuer” from certain rules under the U.S. securities laws will result in less information about us being available to investors than for U.S. companies, which may result in our common shares being less attractive to investors.
As a “foreign private issuer” in the United States, we are exempt from certain rules under the U.S. securities laws and are allowed to file less information with the SEC than U.S. companies. Specifically, we are exempt from certain rules under the Exchange Act, that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, our officers, directors, and principal shareholders are exempt from the “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of our common shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies that are not “foreign private issuers” whose securities are registered under the Exchange Act. In addition, we are not required to comply with Regulation FD promulgated by the SEC under the Exchange Act, which restricts the selective disclosure of material information. As a result, our shareholders may not have access to information they deem important, which may result in our common shares being less attractive to investors.
In addition, in June 2025, the SEC issued a concept release soliciting public comment on potential changes to the definition of “foreign private issuer” under U.S. securities laws. If the SEC were to adopt changes to the “foreign private issuer” definition, we could potentially lose our status as a foreign private issuer. If we were to lose our foreign private issuer status, we would be required to comply with all of the disclosure and procedural requirements applicable to U.S. domestic issuers, including the preparation of financial statements in accordance with U.S. GAAP, more frequent periodic reporting and compliance with Regulation FD. Such compliance would increase our legal, accounting and other expenses and would require our management to devote substantial time and resources to comply with these additional regulatory requirements.
Under current Section 16 of the Exchange Act, executive officers and directors of U.S. public companies, as well as beneficial owners of more than 10% of a public company’s equity securities (collectively, “insiders”), are required to publicly report transactions in company securities within two business days. We, as an FPI, are not currently covered by such requirements. However, the recently enacted “Holding Foreign Insiders Accountable Act” extends Section 16 reporting requirements to directors and officers of FPIs. As a result, our executive officers and directors are required to report transactions in respect of our equity securities starting on March 18, 2026. Compliance with these disclosure requirements may result in increased expenses and require the Company’s management to devote time and resources to comply with such regulatory requirements. If our executive officers and directors fail to comply with such disclosure requirements, they may be subject to penalties, and their reputation may be harmed, which in turn may have a negative impact on our business, reputation and the market price of our common shares.
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Our ability to pay dividends is restricted under Luxembourg law
Our articles of association and the Luxembourg law of August 10, 1915, on commercial companies as amended from time to time (loi du 10 août 1915 sur les sociétés commerciales telle que modifiée), require a general shareholders meeting to approve any dividend distribution, except as set forth below.
Our ability to declare dividends under Luxembourg corporate law is subject to the availability of distributable earnings or available reserves, including, among other things, a share premium. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of association authorize the declaration of dividends more frequently than annually by the board of directors in the form of interim dividends so long as the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less the aggregate of the prior financial year’s accumulated losses, the amounts to be set aside for the reserves required by Luxembourg law or by our articles of association for the prior financial year, and the estimated tax due on such earnings.
We are a holding company and rely on our subsidiaries to distribute funds to us in order to meet our financial obligations and to make dividend payments, which they may not be able to do.
As a holding company, our subsidiaries conduct all of our operations, and we own no material assets other than the equity interests in them. As a result, our ability to make dividend payments depends on our subsidiaries and their capacity to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by covenants included in most of the concession agreements in which we act as concessionaires, such as the AA2000 Concession Agreement, the Uruguayan Concession Agreements, the Armenian Concession Agreement, the Italian Concession Agreements, and the Brazilian Concession Agreements, or by the financing agreements we have entered into, or by applicable laws and regulations in their respective jurisdictions of incorporation, including, for example, foreign exchange controls on the inflow and outflow of foreign currency flows. See “Item 3. Key Information—Risk Factors— Current Argentine exchange controls and the implementation of further exchange controls could adversely affect our results of operations.” See also “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.” If we are unable to obtain funds from our subsidiaries, we will be unable to distribute dividends. Furthermore, we currently do not intend to seek funds from any other sources to pay dividends.
Our shareholders may face more challenges in protecting their interests compared to shareholders of a U.S. corporation, which could adversely impact the trading of our common shares and our ability to pursue equity financings.
Our corporate affairs are governed by our articles of association and the laws of Luxembourg, including the laws governing public limited liability companies (sociétés anonymes). The rights of our shareholders and the responsibilities of our directors and officers under Luxembourg law are different from those applicable to a corporation incorporated in the United States. In addition, the laws governing the securities of Luxembourg companies may not be as extensive as those in effect in the United States, and Luxembourg laws and regulations in respect of corporate governance matters may not be as protective nor offer the same level of protection for minority shareholders as state corporation laws do in the United States. Therefore, our shareholders may find more difficulty challenging in protecting their interests in connection with actions taken by our directors and officers or our principal shareholders than they would as shareholders of a corporation incorporated in the United States.
Neither our articles of association nor Luxembourg law provide for appraisal rights for dissenting shareholders in certain extraordinary corporate transactions that may otherwise be available to shareholders under certain U.S. state laws. As a result of these differences, our shareholders may have more difficulty protecting their interests than they would as shareholders of a U.S. issuer.
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Holders of our common shares may not be able to exercise their pre-emptive subscription rights and may suffer dilution of their shareholding in the event of future common share issuances.
Under Luxembourg law, our shareholders benefit from a pre-emptive subscription right on the issuance of common shares for cash consideration. However, shareholders may, at a general shareholders’ meeting and in accordance with Luxembourg law and our articles of association, waive or suppress and authorize the board to waive, suppress or limit any shareholders’ pre-emptive subscription rights provided by Luxembourg law to the extent the board deems such waiver, suppression or limitation advisable for any issuance or issuances of common shares within the scope of our authorized share capital prior to the pricing for a period starting on May 23, 2023 and ending on the fifth anniversary of such date, regardless of the date of publication of the deed granting or renewing such authorization in the Luxembourg Official Gazette (Recueil Electronique des Sociétés et Associations, “RESA”), which period may be renewed for one or several periods of up to five years. Such common shares may be issued above, at or below market value as well as by way of incorporation of available reserves (including, among other things, a share premium). In addition, a shareholder may not be able to exercise the shareholder’s pre-emptive right on a timely basis or at all, unless the shareholder complies with the requirements set forth under Luxembourg corporate law and applicable laws in the jurisdiction in which the shareholder is resident, particularly in the United States. As a result, the shareholding of such shareholders may be materially diluted in the event common shares are issued in the future. Moreover, in the case of an increase in capital by a contribution in kind, no pre-emptive rights of the existing shareholders exist.
We are organized under the laws of Luxembourg and it may be difficult for you to obtain or enforce judgments or bring original actions against us or our executive officers and directors in the United States.
We are organized under the laws of Luxembourg. The majority of our assets are located outside the United States. Furthermore, the majority of our directors and officers and some experts named in this annual report reside outside the United States and a substantial portion of their assets are located outside the United States. Investors may not be able to effect service of process within the United States upon us or these persons or to enforce judgments obtained against us or these persons in U.S. courts, including judgments in actions predicated upon the civil liability provisions of the U.S. federal securities laws. Likewise, it may also be difficult for an investor to enforce in U.S. courts judgments obtained against us or these persons in courts located in jurisdictions outside the United States, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. It may also be difficult for an investor to bring an original action in a Luxembourg court predicated upon the civil liability provisions of the U.S. federal securities laws against us or these persons. Furthermore, Luxembourg law does not recognize a shareholder’s right to bring a derivative action on behalf of the company, except in limited cases. Minority shareholders holding securities entitled to vote at the general meeting and holding at least 10.0% of the voting rights of the company may bring an action against the directors on behalf of the company. Minority shareholders holding at least 10.0% of the voting rights of the company may also ask the directors questions in writing concerning acts of management of the company or one of its subsidiaries, and if the company fails to answer these questions within one month, these shareholders may apply to the Luxembourg courts to appoint one or more experts instructed to submit a report on these acts of management.
As there is no treaty in force on the reciprocal recognition and enforcement of judgments in civil and commercial matters between the United States and Luxembourg, courts in Luxembourg will not automatically recognize and enforce a final judgment rendered by a U.S. court. A valid judgment in civil or commercial matters obtained from a court of competent jurisdiction in the United States may be entered and enforced through a court of competent jurisdiction in Luxembourg, subject to compliance with the enforcement procedures (exequatur). The enforceability in Luxembourg courts of judgments rendered by U.S. courts will be subject prior to any enforcement in Luxembourg to the procedure and the conditions set forth in the Luxembourg procedural code, which conditions may include the following as of the date of this annual report (which may change):
| ● | the judgment of the U.S. court is final and enforceable (exécutoire) in the United States; |
| ● | the U.S. court had jurisdiction over the subject matter leading to the judgment (that is, its jurisdiction was in compliance with both Luxembourg private international law rules and with the applicable domestic U.S. federal or state jurisdictional rules); |
| ● | the U.S. court has applied to the dispute the substantive law that would have been applied by Luxembourg courts; |
| ● | the judgment was granted following proceedings where the counterparty had the opportunity to appear and, if it appeared, to present a defense, and the decision of the foreign court must not have been obtained by fraud, but in compliance with the rights of the defendant; |
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| ● | the U.S. court has acted in accordance with its own procedural laws; |
| ● | the judgment of the U.S. court does not contravene Luxembourg international public policy; and |
| ● | the U.S. court proceedings were not of a criminal or tax nature. |
We indemnify our directors for and hold them harmless against all claims, actions, suits, or proceedings brought against them, subject to limited exceptions. The rights and obligations among or between us and any of our current or former directors and officers will be generally governed by the laws of Luxembourg and subject to the jurisdiction of the Luxembourg courts, unless such rights or obligations do not relate to or arise out of their capacities listed above. Although there is doubt as to whether U.S. courts would enforce such provisions in an action brought in the United States under U.S. federal or state securities laws, such provisions could make enforcing judgments obtained outside Luxembourg more difficult to enforce against our assets in Luxembourg or jurisdictions that would apply Luxembourg law.
Luxembourg insolvency laws may offer our shareholders less protection than they would have under U.S. insolvency laws.
As a company organized under the laws of Luxembourg and with its registered office in Luxembourg, we are subject to Luxembourg insolvency laws in the event any insolvency proceedings are initiated against us including, among other things, Council Regulation (EC) No. 2015/848 of May 20, 2015, on insolvency proceedings (recast), as amended. Should courts in another European country determine that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Luxembourg or the relevant other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and make it more difficult for them to recover the amount they could expect to recover in a liquidation under U.S. insolvency laws.
Holders generally will be subject to a 15.0% withholding tax on payment of dividend distributions made on the common shares under current Luxembourg tax law.
Under current Luxembourg tax law, payments of dividends made on the common shares are in principle subject to a 15% Luxembourg withholding tax. However, certain exemptions or reductions to the withholding tax may apply, but it will be up to the holders to claim any available refunds from the Luxembourg tax authorities. For more information on the taxation implications, see “Item 10. Additional Information—Taxation—Luxembourg Tax Considerations.”
We are subject to complex tax rules in various jurisdictions, and our interpretation and application of these rules may differ from those of relevant tax authorities, which could result in a liability to material additional taxes, interest, and penalties.
We operate in several territories making us liable for taxes in several jurisdictions. The tax rules to which the Company and its subsidiaries are subject are complex, and our interpretation and application of these rules may differ from those of the relevant tax authorities. A challenge by a tax authority in these circumstances might require us to incur costs in connection with litigation against the relevant tax authority or to reach a settlement with the tax authority and could result in additional taxes, interests and penalties. Additionally, dividends and other intra-group payments made by our subsidiaries may be subject to withholding taxes imposed by the jurisdiction in which the entity making the payment is organized or tax resident. Unless these taxes are fully creditable or refundable, such payments may increase the amount of tax paid by us. Although the Company and its subsidiaries organize their affairs to minimize the incurrence of such taxes, there can be no assurance that we will succeed.
Holders of our common shares who sell or transfer common shares representing 10% or more of our equity may be subject to Argentine capital gains tax under Argentine tax law.
Under Argentine tax law, non-Argentine residents who sell or transfer shares or other participations in foreign entities, which shares were acquired after January 1, 2018, may be subject to capital gains tax in Argentina if (i) 30% or more of the value of the foreign entity is derived from assets located in Argentina and (ii) the shares being sold or transferred represent 10% or more of the equity interests of such foreign entity. Therefore, any non-Argentine resident holders of our common shares who sell or transfer common shares representing 10% or more of our equity interests, may be subject to the Argentine capital gains tax. The foregoing will apply unless Argentina does not have the taxing power to tax such capital gain under a tax treaty or the transfer is made within the same economic group. See “Item 10. Additional Information—Taxation—Argentine Tax Considerations.”
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ITEM 4. INFORMATION ON THE COMPANY
The Company makes its filings in electronic form under the EDGAR filing system of the SEC. Its filings are available through the EDGAR system at www.sec.gov. The Company’s filings are also available to the public through the Internet at CAAP’s website at http://investors.corporacionamericaairports.com. The Company’s website is provided for informational purposes only and the information contained on its website or that can be accessed through its website is not part of this annual report.
A. | HISTORY AND DEVELOPMENT OF THE COMPANY |
We have been operating since 1998 and have become a leading global airport concession operator.
| ● | In 1998, as part of the AA2000 consortium, we were awarded the national and international public bid conducted by the Argentine Government for the concession rights related to the operation of 33 airports in Argentina, including the country’s two largest airports, the Ministro Pistarini International Airport (also known as the Ezeiza Airport), located at Ezeiza, Buenos Aires, and the Jorge Newbery Aeroparque Airport (“Aeroparque Airport”), both located in Buenos Aires. |
| ● | In 2001, as part of the Aeropuertos del Neuquén S.A. (“ANSA”) consortium, we were awarded the concession to operate Aeropuerto de Neuquén (“Neuquén Airport”), our 34th airport in Argentina. |
| ● | In 2002, our subsidiary Armenia International Airports CJSC (“AIA”) was awarded the concession to operate the Zvartnots International Airport (“Zvartnots Airport”), located 12 kilometers from downtown Yerevan, Armenia’s capital. |
| ● | In 2003, in a public auction conducted by the Uruguayan Government, we acquired Puerta del Sur S.A. (“Puerta del Sur”), the owner of the concession that operates the General Cesáreo Berisso International Airport (“Carrasco Airport”), located 19 kilometers from downtown Montevideo, Uruguay’s capital. |
| ● | In 2004, as part of the Terminal Aeroportuaria de Guayaquil S.A. (“TAGSA”) consortium, we were awarded the concession to operate the José Joaquín de Olmedo International Airport (“Guayaquil Airport”), located five kilometers from downtown Guayaquil, Ecuador. |
| ● | In 2007, we executed an amendment to the Zvartnots Airport concession agreement to include Shirak Airport in Gyumri (“Shirak Airport”), the second largest civil airport in Armenia. |
| ● | In 2008, in a private transaction, we acquired the equity interests of Consorcio Aeropuertos Internacionales S.A. (“CAISA”), which owns the concession that operates the Carlos A. Curbelo Airport (“Punta del Este Airport”) located in Maldonado, near Punta del Este, Uruguay. |
| ● | In 2008, as part of the consortium Aeropuerto de Bahía Blanca S.A. (“BBL”), we were awarded the concession to operate Aeropuerto de Bahía Blanca (“Bahía Blanca Airport”), our 35th airport in Argentina. |
| ● | In 2011, as part of the consortium AAP, we were awarded the concession to operate six principal airports in southern Peru. In December 2021, we transferred 50% ownership interest in AAP to Andino Investment Holding S.A. See “Item 4. Information On The Company—B. Business Overview—Our Airports by Country in Which We Operate—Peru.” |
| ● | In 2011, as part of the consortium Aeropuertos Ecológicos de Galápagos S.A. (“ECOGAL”), we were awarded the concession to operate the Seymour Airport (“Galapagos Airport”), located in Baltra Island, Galapagos Archipelago, our second airport in Ecuador. |
| ● | In 2011, as part of the consortium ICASGA, we were awarded the concession to operate the International Airport of São Gonçalo do Amarante (“Natal Airport”), located in Natal, Brazil. |
| ● | In 2012 we began operating the Termas de Río Hondo Airport, our 36th airport in Argentina, which has been incorporated into the AA2000 Concession Agreement. |
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| ● | In 2012, as part of the consortium ICAB, we were awarded the concession to operate the Presidente Juscelino Kubitschek International Airport (“Brasilia Airport”), located 11 kilometers from downtown Brasilia, Brazil’s capital. |
| ● | In 2012, we formed A.C.I. Airports International S.à r.l. (later renamed Corporación América Airports S.A. on September 14, 2017) to consolidate our interests in various airport concessions. |
| ● | In 2014, we acquired controlling interests in the companies that own the Aeroporto Galileo Galilei di Pisa (“Pisa Airport”) located in Pisa, Italy, and the Aeroporto di Firenze (“Florence Airport,” and together with Pisa Airport, the “Italian Airports”) located in Florence, Italy, through private acquisitions and public tender offers. In 2015, these companies were merged to form TA, a company publicly listed on the Milan Stock Exchange (Borsa Italiana) in which we currently own 62.3% of the issued and outstanding common stock. The concessions for both airports have been transferred to TA. |
| ● | In 2015, we completed the corporate consolidation through which we acquired direct interest in ICASGA and an indirect interest in ICAB through Inframerica. |
| ● | In 2017, as part of the AA2000 consortium, we were awarded the concession rights related to the operation of the El Palomar Airport (“El Palomar Airport”), located in the province of Buenos Aires, our 37th airport in Argentina. |
| ● | On February 1, 2018, we completed our initial public offering. |
| ● | In 2018, by means of two separate transactions, we acquired an additional 11.08% interest in TA, increasing our ownership to 62.3% of its then issued and outstanding common stock. |
| ● | In 2018, we sold and transferred 25% of CA Italy’s issued and outstanding common stock to Mataar Holdings 2 B.V. (“Mataar”), which is indirectly controlled by Investment Corporation of Dubai, reducing our ownership in CA Italy to 75%. |
| ● | In June 2019, we executed an amendment to the Punta del Este Concession Agreement extending the concession term for additional 14 years, until March 31, 2033, which on May 15, 2024, was further extended for an additional 10 years period until 2043. |
| ● | In December 2020, we executed an amendment to the AA2000 Concession Agreement extending the concession term for an additional ten years, until February 13, 2038. |
| ● | In November 2021, we executed an amendment to the Carrasco Concession Agreement (the “Amended Carrasco Concession Agreement”) extending the concession term for an additional 20 years, until 2053 and incorporating the following six new airports into the scope of the Carrasco Concession Agreement (the “Uruguay New Airports”): the Aeropuerto Internacional de Rivera, the Aeropuerto Internacional de Salto, the Aeropuerto Internacional de Carmelo, the Aeropuerto Internacional de Durazno, the Aeropuerto Internacional de Melo and the Aeropuerto Internacional de Paysandú. |
| ● | In November 2022, we were notified that the consortium formed by the Company, Mota Engil Africa and Mota Engil Nigeria, was selected as preferred bidder for the Nnamdi Azikiwe International Airport (NAIA) Abuja, and Mallam Aminu Kano International Airport (MAKIA) Kano, both located in Nigeria, Africa. On April 7, 2025, the Federal Government of Nigeria discontinued the previous concession allocation processes for four international airports (Lagos, Abuja, Kano, and Port Harcourt). The Government informed the Company that the concessions bidding process will be restructured and re-advertised. As of December 31, 2025, the Nigerian companies created by the Consortium in anticipation of the operation of the Abuja and Kano concessions remained inactive. |
| ● | On December 30, 2022, TA completed the sale of 80% of the share capital of Toscana Aeroporti Handling (“TAH”) to Alisud S.p.A. for €750,000 (the “disposal of the handling business”) and in August 2025, TA sold its remaining 20% stake in TAH to Alisud S.p.A. for €250,000. |
42
| ● | On December 31, 2023, ICASGA was absorbed by ACI do Brasil S.A. (in which we hold 99.99% of the equity interest and the remaining 0.01% is held by the Majority Shareholder). |
| ● | In May 2025, we acquired from Mataar a 25% interest in CA Italy in exchange for 1,996,439 newly issued CAAP shares. As a result, we became the sole owner of CA Italy, increasing the Company’s indirect economic interest in TA by 15.6%, from 46.7% to 62.3%. |
| ● | In October 2025, Wizz Airlines launched a new base at Zvartnots Airport, in Armenia, deploying two aircrafts and adding several new European destinations. |
| ● | In November 2025, the consortium formed by the Company and Amwaj International for Real-Estate Investments Co. Ltd. signed an award agreement with the Government of Iraq to operate the Baghdad International Airport. The parties had 90 days to negotiate the terms of the PPP Agreement and are currently negotiating an extension. |
| ● | In December 2025, the consortium formed by the Company, Mota-Engil Engenharia e Construção Africa and BestFly Ltda. was formally notified by the Angolan Ministry of Transport of the award of the public tender for the concession of the right to operate and manage the Dr. António Agostinho Neto International Airport (“AIAAN”), subject to the execution of the definitive concession agreement and the satisfaction of customary conditions precedent. |
| ● | In December 2025, Kunter Wasi, a company in which we indirectly hold a 50% equity interest, received a favorable ruling in an ICSID arbitration proceeding that resulted in a final settlement of U.S.$91.2 million in December 2025, related to the unilateral termination in 2017 by the Peruvian government of a concession agreement. |
| ● | In 2025, in the Carrasco Airport located near Montevideo, Uruguay, we invested in a new instrument landing system, built new covered parking, expanded VIP lounge and cargo business, and began works to expand Dufry departure area by 20%. We also signed a naming rights agreement with Banco Itaú for the Punta del Este Airport. |
| ● | In 2025, we also inaugurated a new premium VIP lounge in Ezeiza Airport and a new duty-free arrivals area. |
| ● | In January 2026, the fifth amendment to the Concession Agreement was executed with the Government of Armenia extending its term for an additional 35 years, until December 31, 2067. |
| ● | In January 2026, an amendment to the ECOGAL Concession Agreement was executed extending its term for an additional 6 years, until December 31, 2032. |
43
The following table lists our concessions by country, together with their commencement date and extension details (if any):
Current | ||||||||||||
CAAP | Number of | Concession | Concession | Extension | ||||||||
Country | | Concession | | Ownership(2) | | Airports | | Start Date | | End Date | | Details |
Argentina |
| AA2000 |
| 85.0 | % | 35 | 1998 |
| 2038 |
| — | |
| ANSA |
| 77.7 | % | 1 |
| 2001 |
| 2026 |
| ||
| BBL |
| 85.0 | % | 1 |
| 2008 |
| 2033 |
| Extendable for 10 years subject to certain terms and conditions, including governmental approval. | |
Italy |
| TA (SAT) |
| 62.3 | % | 1 |
| 2006 | 2048 |
| ||
|
|
|
| — | ||||||||
| TA (ADF) |
| 62.3 | % | 1 |
| 2003 | 2045 |
| |||
|
|
|
| — | ||||||||
Brazil |
| ICAB |
| 51.0 | % | 1 |
| 2012 | 2037 | Extendable for 5 years only if required to reestablish economic equilibrium, subject to certain terms and conditions. | ||
| ||||||||||||
Uruguay |
| Puerta del Sur(1) |
| 100 | % | 7 |
| 2003 |
| 2053 |
| — |
| CAISA |
| 100 | % | 1 |
| 1993 |
| 2043 | |||
|
|
|
|
| — | |||||||
Ecuador |
| TAGSA |
| 50.0 | % | 1 |
| 2004 |
| 2031 |
| — |
| ECOGAL |
| 99.9 | % | 1 |
| 2011 |
| 2032 |
| The agreement provides for the possibility to discuss potential future extensions in order to maintain the economic and financial equilibrium to the concession. | |
Armenia | AIA | 100 | % | 2 | 2002 | 2067 | The agreement provides for the possibility to discuss potential future extensions upon mutual agreement. |
| (1) | Includes the Uruguay New Airports, which were included in the Carrasco Concession Agreement by means of the amendment executed in November 2021. |
| (2) | Considers direct and indirect equity interests. |
44
B. BUSINESS OVERVIEW
Overview
We acquire, develop and operate airport concessions, positioning ourselves as a leading private airport operator in the world. As of the date of this annual report, we operate 52 airports across Latin America, Europe, and Eurasia. Since 1998, when we acquired the AA2000 Concession Agreement, we have expanded the markets and geographies in which we operate by acquiring airport concessions in Armenia, Uruguay, Ecuador, Brazil, Italy, and additional concessions in Argentina.
We operate some of the largest and most important airports in the countries where we conduct operations, including major international airports, such as Ezeiza Airport in Argentina; domestic airports, such as Brasilia Airport in Brazil and Aeroparque Airport in Argentina; airports in tourist destinations, such as Bariloche and Iguazu in Argentina, the Galapagos Ecological Airport in Ecuador, and Florence Airport in Italy, as well as mid-sized domestic and tourist destination airports. We have also recently been awarded the concessions to operate the Baghdad International Airport in Iraq and the António Agostinho Neto International Airport (“AIAAN”) in Angola, for which the definitive concession agreements are currently under negotiation.
Argentina is our largest and most established market where we operate and manage 37 of the 56 airports in Argentina’s national airport system, including Argentina’s two largest airports, Ezeiza and Aeroparque. Since we acquired the rights under the AA2000 Concession Agreement, our airports in Argentina have consistently handled over 93.4% of Argentina’s total commercial passenger traffic each year.
Our Revenue Sources
A significant portion of our revenue depends directly or indirectly on the level of passenger traffic at our airports and the number of aircraft movements (takeoffs and landings) conducted in the airports we operate. We classify our revenue in the following categories: aeronautical revenue, commercial revenue, construction service revenue and other revenue.
Aeronautical Revenue
Aeronautical revenue is derived from the use of our airport facilities by aircrafts and passengers.
Our concession agreements establish or otherwise regulate the rates that we may charge to aircraft operators and passengers for aeronautical services. We charge each departing passenger a fee for the use of our airports which varies depending upon whether the passenger’s flight is an international, regional, or domestic flight, and whether the passenger is in transit or not. Some of our concession agreements also allow us to charge additional fees to passengers for services such as enhanced security measures and reduced mobility assistance, among others. We charge customers our aeronautical fees for aircraft landing and parking, which depend on whether the flight is international or domestic, the maximum takeoff weight of the aircraft, the time slot and take-off time, among other factors. International fees are generally higher than domestic or transit fees.
Non-Aeronautical Revenue
Our Non-Aeronautical Revenue is comprised of commercial revenue, construction service revenue and other revenue.
Commercial Revenue
The majority of our commercial revenue is derived from fees resulting from warehouse usage (which includes cargo storage, storage and warehouse services and related international cargo services), services and retail stores, duty free shops, car parking facilities, catering, hangar services, food and beverage services, retail stores, including royalties collected from retailers’ revenue, and rent of space, advertising, fuel, airport counters, VIP lounges and fees collected from other miscellaneous sources, such as telecommunications, car rentals and passenger services.
Construction Service Revenue
We treat our investments related to improvements and upgrades to be performed in connection with our concession agreements under the intangible asset model established by IFRIC 12. As a result, we define all expenditures associated with investments required by the concession agreements as revenue generating activities given that they ultimately provide future benefits, and subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12.
45
Therefore, we recognize revenue and the associated costs of improvements to concession assets in relation with the concessions’ obligations to perform improvements as established in the respective concession agreements. Revenue represents the value of the exchange between us and the respective governmental authorities with respect to the improvements, given that we construct or provide improvements to the airports as obligated under the respective concession agreements, and in exchange, the governmental authorities grant us the right to obtain benefits for services provided using those assets, which are recognized as intangible assets. We recognize the revenue and expense in profit or loss when the expenditures are performed. The cost for such additions and improvements to concession assets is based on actual costs incurred by us in the execution of the additions or improvements, considering the investment requirements in the concession agreements. Through bidding processes, we contract third parties to carry out such construction or improvement services, except in Italy, where we also own a construction company. The amount of revenues for these services is equal to the amount of costs incurred plus a reasonable margin. The amounts paid are set at market value.
Other Revenue
Other revenue includes revenue that is not otherwise classified as aeronautical revenue, commercial revenue, or construction service revenue.
Our Concession Agreements
Our business consists of acquiring, developing and operating airport concessions, which are granted by governmental authorities for a limited period of time. There are three different concession models within our portfolio: single till model in Argentina (AA2000), the dual till model in our Italian airports and the inflation-based model in our Armenia, Ecuador, Uruguay and Brazil airports.
| ● | Single till model (Argentina): a certain return shall be achieved over the life of the concession, and for the calculation, all revenues (aeronautical and commercial) as well as operating expenses and capital expenditures are considered. In order to achieve economic equilibrium, the regulator can adjust passenger and aircraft tariffs, reduce concession fees, reduce capital investment commitments, or a combination thereof. |
| ● | Dual till model (Italy): this model provides a guaranteed return in connection with aeronautical activities. Only aeronautical revenues are considered to cover aeronautical operating expenses and capital expenditures. There is an established WACC for the regulated part of the business. Non-aeronautical revenues are not currently regulated. |
| ● | Inflation-based model (Armenia, Ecuador, Uruguay and Brazil): there is no guaranteed return for the concession, and tariffs adjust on an annual basis, considering domestic inflation or a combination between domestic and U.S. inflation. |
For more details on the models applied in each concession agreement, see “—Our Airports by Country in Which We Operate.”
Main Operations and Financial Consolidated Metrics
For the year ended December 31, 2025, we had total consolidated revenue of U.S.$1,962.1 million, net income from continuing operations of U.S.$257.7 million, Adjusted EBITDA of U.S.$727.8 million and Adjusted EBITDA excluding Construction Services of U.S.$715.5 million, and our airports handled 876,428 total aircraft movements and served 86.7 million total passengers (of which approximately 39.4% were international, approximately 51.3% were domestic and approximately 9.3% were transit passengers). For the year ended December 31, 2024, we had total consolidated revenue of U.S.$1,843.3 million, net income from continuing operations of U.S.$307.9 million, Adjusted EBITDA of U.S.$628.7 million and Adjusted EBITDA excluding Construction Services of U.S.$ 622.2 million, and our airports handled 823,671 total aircraft movements and served 79.0 million total passengers (of which approximately 38.9% were international, approximately 51.9% were domestic and approximately 9.2% were transit passengers). For the year ended December 31, 2023, we had total consolidated revenue of U.S.$1,400 million, net income from continuing operations of U.S.$226.5 million, Adjusted EBITDA of U.S.$677.7 million and Adjusted EBITDA excluding Construction Services of U.S.$671.3 million, and our airports handled 849,473 total aircraft movements and served 81.1 million total passengers (of which approximately 35.0% were international, approximately 56.3% were domestic and approximately 8.8% were transit passengers). See “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.”
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Our Airports by Country in Which We Operate
Argentina
Our largest operations are in Argentina, where we operate a total of 37 of the 56 airports in the Argentine national airport system, including the two largest airports in the country, Ezeiza Airport and Aeroparque Airport. Ezeiza Airport is our largest airport in terms of contribution to revenue and Argentina’s second largest airport in terms of passenger traffic, while Aeroparque Airport is Argentina’s largest airport in terms of passenger traffic.
Our airports are located in 22 of the 23 Argentine provinces and in the City of Buenos Aires and currently serve major metropolitan areas in several Argentine provinces (such as Buenos Aires, Córdoba and Mendoza) and the City of Buenos Aires, tourist destinations (such as Bariloche, Mar del Plata and Iguazú), regional centers (such as Córdoba, Santa Rosa, San Luis, San Juan, La Rioja, Santiago del Estero and Catamarca) and border province cities (such as Mendoza, Iguazú, Salta and Bariloche).
Of the 37 airports we operate in Argentina, 19 have been designated as “international airports” under applicable local law, meaning that they are or may potentially be equipped to receive international flights.
The table below shows passenger traffic (in thousands) as reported by our subsidiaries:
International | For the year ended December 31, | |||||||
or national | ||||||||
Airport | | designation | | 2025 | | 2024 | | 2023 |
| (In thousand passengers) | |||||||
“Aeroparque Jorge Newbery” |
| International |
| 17,814.8 |
| 14,941.3 |
| 15,627.8 |
Aeropuerto Internacional de Ezeiza, “Ministro Pistarini” |
| International |
| 12,002.2 |
| 11,362.0 |
| 10,826.2 |
Aeropuerto Internacional de Córdoba, “Ing. A. Taravella” |
| International |
| 3,261.1 |
| 2,862.4 |
| 2,971.6 |
Aeropuerto de San Carlos de Bariloche “Teniente Luis Candelaria” |
| International |
| 2,563.2 |
| 2,374.9 |
| 2,603.3 |
Aeropuerto de Mendoza, “El Plumerillo” |
| International |
| 2,647.6 |
| 2,311.1 |
| 2,426.1 |
Aeropuerto Internacional de Salta, “Martín Miguel de Güemes” |
| International |
| 1,452.0 |
| 1,316.4 |
| 1,484.9 |
Aeropuerto de Cataratas del Iguazú, “Mayor D. Carlos Eduardo Krause” |
| International |
| 1,785.1 |
| 1,504.2 |
| 1,567.2 |
Aeropuerto de Neuquén, “Presidente Perón” |
| International |
| 1,386.6 |
| 1,143.1 |
| 1,138.1 |
Aeropuerto de Tucumán, “Tte. Benjamin Matienzo” |
| International |
| 856.6 |
| 728.0 |
| 855.7 |
Aeropuerto de Comodoro Rivadavia, “Geral. Enrique Mosconi” |
| International |
| 576.6 |
| 541.1 |
| 579.3 |
Aeropuerto de San Juan, “Domingo Faustino Sarmiento” |
| National |
| 199.9 |
| 186.2 |
| 221.5 |
Aeropuerto de Bahía Blanca, “Comandante Espora” |
| National |
| 241.5 |
| 238.9 |
| 277.8 |
Aeropuerto de Río Gallegos, “Piloto Civil Norberto Fernández” |
| International |
| 131.2 |
| 181.9 |
| 246.6 |
Aeropuerto de Jujuy, “Gobernador Horacio Guzmán” |
| International |
| 492.3 |
| 503.1 |
| 599.0 |
Aeropuerto de Resistencia, “José de San Martín” |
| International |
| 224.6 |
| 196.5 |
| 201.2 |
Aeropuerto Internacional de Mar del Plata, “Astor Piazzolla” |
| International |
| 299.8 |
| 299.5 |
| 321.3 |
47
International | For the year ended December 31, | |||||||
or national | ||||||||
Airport | | designation | | 2025 | | 2024 | | 2023 |
(In thousand passengers) | ||||||||
Aeropuerto de Posadas, “Libertador General D. José de San Martín” |
| International |
| 330.6 |
| 325.0 |
| 409.9 |
Aeropuerto de Río Grande “Gobernador Ramon Trejo Noel” |
| International |
| 142.9 |
| 135.9 |
| 161.0 |
Aeropuerto Internacional de Formosa, “El Pucu” |
| International |
| 89.6 |
| 97.7 |
| 107.1 |
Aeropuerto de San Luis, “Brigadier Mayor César R Ojeda” |
| National |
| 59.6 |
| 60.5 |
| 76.1 |
Aeropuerto de Santiago del Estero, “Vcom. Ángel de la Paz Aragonés” |
| National |
| 223.6 |
| 215.3 |
| 240.3 |
Aeropuerto de La Rioja, “Capitán Vicente Almandos Almonacid” |
| National |
| 81.8 |
| 79.2 |
| 91.2 |
Aeropuerto de San Rafael, “S.A. Santiago Germano” |
| National |
| 51.1 |
| 51.0 |
| 46.1 |
Aeropuerto de Puerto Madryn, “El Tehuelche” |
| National |
| 183.2 |
| 154.4 |
| 207.3 |
Aeropuerto de Catamarca, “Coronel Felipe Varela” |
| National |
| 87.8 |
| 83.6 |
| 86.2 |
Aeropuerto de Esquel “Brigadier General Antonio Parodi” |
| National |
| 96.2 |
| 93.0 |
| 90.4 |
Aeropuerto de Paraná, “General Urquiza” |
| National |
| 42.6 |
| 38.5 |
| 53.1 |
Aeropuerto de Santa Rosa |
| National |
| 41.7 |
| 41.4 |
| 52.0 |
Aeropuerto de San Fernando |
| International |
| — |
| 0.7 |
| 10.9 |
Aeropuerto de Viedma, “Gobernador Castello” |
| National |
| 34.7 |
| 35.1 |
| 43.3 |
Aeropuerto Termas de Río Hondo |
| National |
| 19.4 |
| 11.4 |
| 14.7 |
Aeropuerto de Río Cuarto, “Área de Material” |
| National |
| 11.4 |
| 25.2 |
| 27.9 |
Aeropuerto de General Pico |
| National |
| 0.5 |
| 0.0 |
| 0.0 |
Aeropuerto de Reconquista “Teniente Daniel Jukic” |
| National |
| — |
| 1.1 |
| 5.9 |
Aeropuerto de Malargüe, “Comodoro D Ricardo Salomón” |
| National |
| — |
| 0.0 |
| 0.6 |
Aeropuerto de Villa Reynolds |
| National |
| — |
| 0.1 |
| 0.0 |
Aeropuerto El Palomar |
| International |
| — |
| 0.0 |
| 0.0 |
Main Operating and Financial Metrics
In Argentina, our main concession is the AA2000 Concession Agreement, accounted for approximately 45.8 million passengers, or 96.6% of the 47.4 million total passengers we served during the year ended December 31, 2025. Approximately 12.0 million of our passengers were at Ezeiza Airport and 17.8 million at Aeroparque Airport. For the year ended December 31, 2024, the airports under AA2000 Concession Agreement, which accounted for approximately 40.8 million passengers, or 96.7% of the 42.1 million total passengers we served during the year ended December 31, 2024. Approximately 11.4 million of our passengers were at Ezeiza Airport and 14.9 million at Aeroparque Airport. For the year ended December 31, 2023, the airports under AA2000 Concession Agreement served approximately 42.3 million passengers, or 96.8%, of the total 43.7 million total passengers we served during the year ended December 31, 2023. Approximately 10.8 million of our passengers were at Ezeiza Airport and 15.6 million at Aeroparque Airport. Around 71% of Ezeiza’s passengers in 2025 were international.
In our Argentina segment, AA2000 represented 99.1% of our total revenues, 96.6% of our passengers and 96.3% of our air traffic movements during the year ended December 31, 2025. On a consolidated basis, AA2000 represented 54.0% of our consolidated revenues, 52.8% of our total passengers and 52.9% of our air traffic movements during the year ended December 31, 2025.
48
The following table provides summary data for our operations in Argentina for the periods indicated:
For the Year Ended December 31,(1) | ||||||||||||||||
| 2025 | | 2024 | | 2023 | |||||||||||
| % of | | % of | | % of |
| ||||||||||
Revenue (in millions of U.S.$)(2) | $ | 1,069.5 |
| 54.5 | % | $ | 1,043.9 |
| 56.6 | % | $ | 640.6 |
| 45.8 | % | |
Number of passengers (in millions) | 47.4 |
| 54.7 | % |
| 42.1 |
| 53.4 | % |
| 43.7 |
| 53.8 | % | ||
Air traffic movements (in thousands) | 481.7 |
| 55.0 | % |
| 449.7 |
| 54.6 | % |
| 458.6 |
| 54.0 | % | ||
Adjusted Segment EBITDA (in millions of U.S.$)(3) | $ | 388.8 | 53.4 | % | $ | 335.3 | 53.3 | % | $ | 232.0 | 34.2 | % | ||||
Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(3) | $ | 388.5 | 54.3 | % | $ | 335.0 | 53.8 | % | $ | 231.9 | 34.6 | % | ||||
| (1) | We have included information for our three concessions in Argentina: AA2000, BBL and ANSA. We currently indirectly own 85.0% of the ordinary share capital of AA2000, 85.0% of the share capital of BBL, and 77.7% of the share capital of ANSA. |
| (2) | Include intersegment adjustments of U.S.$0.1 million in 2024, and U.S.$0.1 million in 2023 |
| (3) | For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” |
AA2000 Concession Agreement Key Terms
Key terms are described below, for a full description of the concession terms, see “—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement.”
| ● | Term: The AA2000 concession agreement started in 1998 and expires in 2038, considering the new concession term after the extension granted by the Argentine Government in December 2020. |
| ● | Concession fee: AA2000 must pay 15% of total revenues excluding construction services to the Argentine Government. |
| ● | AA2000’s capital expenditures under the Technical Conditions of the Extension amount to approximately U.S.$500 million plus VAT: (i) phase 1, approximately U.S.$336 million plus VAT performed in 2022 and 2023, and (ii) phase 2, annual investments of approximately U.S.$41 million plus VAT between 2024 and 2027, for a total of approximately U.S.$164 million plus VAT. Investments between 2028 and 2038 will be determined based on the operational needs of the airport system and will take into consideration the economic equilibrium of the concession. As of the date of this annual report, AA2000 has substantially complied with the commitments under the Technical Conditions of the Extension. See “—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Technical Conditions of the Extension.” |
| ● | Economic equilibrium: The concession operates under a single-till model, which sets the economic equilibrium that needs to be achieved by the end of the concession. The economic equilibrium is based on the IRR (“Internal Rate of Return”) that is derived from the financial projection of income and expenses, which considers actual numbers for previous years and ORSNA’s projections for future years. ORSNA must verify the economic equilibrium on a yearly-basis and adjust the variables in case the IRR is below the target IRR. The adjustments could be made through increasing tariffs, reducing the concession fee or reducing the capital expenditure commitments. |
AA2000 Ownership Structure
As of the date of this annual report on Form 20-F, we indirectly own 85.0% of the share capital and voting stock of AA2000’s share capital. The Argentine Government owns 15.0% of AA2000’s share capital and voting stock, which is subject to a lock-up restriction that is expected to remain in place until the expiration of the concession.
49
Italy
In Italy, we operate and manage the Florence Airport and the Pisa Airport, the leading airports in the Tuscany region, one of Italy’s most touristic regions. Florence Airport is an important world-class touristic destination serving full-cost carriers, while Pisa Airport has a proven low-cost carriers business model.
Main Operating and Financial Metrics
Of the approximately 9.8 million total passengers in the TA airports during the year ended December 31, 2025, approximately 6.0 million were in Pisa Airport and 3.8 million were in Florence Airport. Of the approximately 9.0 million total passengers in the TA airports during the year ended December 31, 2024, approximately 5.5 million were in Pisa Airport and 3.5 million were in Florence Airport. Of the approximately 8.2 million total passengers in the TA airports during the year ended December 31, 2023, approximately 5.1 million were in Pisa Airport and 3.1 million were in Florence Airport.
The following table provides summary data for our operations in Italy for the periods indicated:
For the Year Ended December 31, | ||||||||||||||||
| 2025 | | 2024 | | 2023 |
| ||||||||||
| % of | | % of | | % of |
| ||||||||||
Revenue (in millions of U.S.$) | $ | 170.4 | 8.7 | % | $ | 138.8 | 7.5 | % | $ | 133.4 |
| 9.6 | % | |||
Number of passengers (in millions) |
| 9.8 | 11.3 | % |
| 9.0 | 11.4 | % |
| 8.2 |
| 10.1 | % | |||
Air traffic movements (in thousands) | 88.7 | 10.1 | % |
| 82.2 | 10.0 | % |
| 77.9 |
| 9.2 | % | ||||
Adjusted Segment EBITDA (in millions of U.S.$)(1) | $ | 49.3 | 6.8 | % | $ | 44.3 | 7.0 | % | $ | 39.1 | 5.8 | % | ||||
Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(1) | $ | 37.8 | 5.3 | % | $ | 38.3 | 6.2 | % | $ | 32.9 | 4.9 | % | ||||
| (1) | For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” |
Italian Concession Agreements Key Terms
Key terms are described below, for a full description of the concession terms, see “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Italy—The Pisa Concession Agreement,” and “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Italy—The Florence Concession Agreement.”
Term: The Florence airport concession began in 2003 and is expected to expire in 2045, while the Pisa concession agreement began in 2006 and is expected to expire in 2048. Both concession terms include the two-year extension granted by the Italian Government in July 2020, following a law in relation with the COVID–19 pandemic emergency measures.
Concession fee: TA is required to pay annual fees, based on a workload unit criterion, where each unit corresponds to one passenger or 100 kg of goods or post. The canon is to be paid in two separate semi-annual installments, due in July and January of each year. The value of the minimum canon is adjusted on an annual basis according to inflation. For the year ended December 31, 2025, TA pays an annual canon of €4.2 million under the Pisa concession and €2.5 million under the Florence concession. For the year ended December 31, 2024, TA paid an annual canon of €3.9 million under the Pisa concession and €2.2 million under the Florence concession. For the year ended December 31, 2023, TA paid an annual canon of €3.9 million under the Pisa concession and €1.8 million under the Florence concession.
Operating agreement: In 2015, ENAC and TA entered into an operating agreement (contratto di programma) which states TA’s obligations regarding, among others, the following items of the Pisa and Florence airports: airport traffic level forecasts, new construction and extraordinary maintenance works and TA’s performance of the obligations under the four-year intervention plan, as well as its quality and environmental protection plan.
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Master Plan: Florence Airport
Currently, Florence Airport cannot accommodate long-haul flights given the short length of its runway. Additionally, since the runway was built in alignment with the direction of the prevailing wind and mainly operates in a one-way direction, Florence Airport has a relatively high number of flight cancellations due to adverse weather conditions. Whenever possible, affected flights are rerouted to Pisa Airport to minimize passenger disruption (or be rerouted to Bologna Airport, if needed). Plans are underway to optimize the airport’s infrastructure, including the construction of a new runway and a new passenger terminal. The new infrastructure aims to support sustainable development, reach its full potential and complement Pisa Airport’s offerings.
In 2014, the 2014-2029 Florence Airport master plan was defined and subsequently received technical and environmental approvals, culminating in Ministry of Infrastructure approval in April 2019. However, in May 2019, the master plan approval was repealed by Judgment No. 793 following a legal challenge by an environmental association and local municipalities. An appeal of this judgment was rejected by the Council of State in February 2020, requiring ENAC and TA to restart the administrative approval process.
In 2022, a revised 2035 Florence Airport master plan was developed and submitted to ENAC following a public debate process required under applicable law. The master plan received technical approval from ENAC in May 2023, and the new integrated environmental assessment procedure (EIA-ESA) was initiated in June 2023. In mid-November 2025, the Ministry of the Environment, in agreement with the Ministry of Culture, issued the VIA-VAS Decree, expressing a favorable opinion in relation to the revised 2035 Florence Airport master plan and outlining specific environmental conditions.
Following this approval, remaining steps include an assessment procedure pursuant to the Habitats Directive involving engagement with the European Commission regarding protected natural sites in the Natura 2000 Network, followed by an authorization process for urban planning compliance. The permit procedure is expected to be completed by the end of 2026.
If approved, the master plan will entail a significant capital investment program at Florence Airport, which involves the construction of a new passenger terminal and runway upgrade. The project is designed to expand capacity to accommodate expected traffic growth and to improve service quality and commercial revenues. The estimated capital expenditure for this project is approximately €440 million, with financing sourced in part from approximately €150 million provided by public funding and approximately €290 million in self-financing. If the permit procedure is successful in 2026, as discussed above, the project is expected to be completed in 2029 and to add capacity for approximately 2.0 million or 3.0 million additional passengers, representing a significant increase in the airport’s current capacity.
Master Plan: Pisa Airport
In connection with the Pisa Airport, on October 24, 2017, ENAC approved and signed our 2014-2028 master plan. We expect further investments in capital expenditures to allow the airport to increase its capacity between 6.5 and 7.0 million passengers in the short term. In 2022, TA initiated the preliminary works and concluded in 2023 the construction plans for the expansion and renovation of the passenger terminal. The works started at the end of July 2024 and are currently ongoing. The opening of the new arrivals building of the terminal is expected in the autumn of 2026.
Economic equilibrium: our Italian airports operate under a dual-till model, that establishes a guaranteed return for the aeronautical activities, based on an established WACC. Therefore, aeronautical tariffs are adjusted in order to cover aeronautical operating expenses as well as the allowed remuneration on capital expenditures.
TA Ownership Structure
TA is the result of the merger of Società Aeroporto Toscano (“SAT”), Galileo Galilei S.p.A. and Aeroporto di Firenze S.p.A. (“ADF”) on June 1, 2015, and is headquartered in Florence. As a result of the merger, CA Italy had a controlling stake of 51.1% of TA. In 2018, by means of two separate transactions, we acquired an additional 4.5% and 6.6%, respectively, in TA, increasing CA Italy’s ownership to 62.3% of its issued and outstanding common stock. Later in 2018, we sold and transferred 25.0% of CA Italy’s issued and outstanding common stock to Mataar, which is indirectly controlled by Investment Corporation of Dubai, reducing our ownership in CA Italy to 75% and, consequently, our indirect ownership in TA to 46. 7%. Finally, in 2025, we acquired Mataar’s interest in CA Italy, becoming its sole owner and increasing our indirect economic interest in TA by 15.6%, from 46.7% to 62.3%.
TA is listed on Euronext Milan of Borsa Italiana S.p.A. under the ticker TYA. The year-end price for 2025 was €18.70 per share, representing a market cap of €348.0 million. Corporate capital amounted to €30.7 million as of December 31, 2025, which is comprised of 18,611,966 ordinary shares with no nominal value.
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Brazil
In Brazil, we operate the Brasilia Airport, which is located approximately 12 kilometers (7.5 miles) from downtown Brasilia, Brazil’s capital city. It is the only airport in South America capable of operating two runways simultaneously, which provides the largest runway capacity in Brazil.
The Brasilia Airport is Brazil’s third-largest airport in terms of passenger traffic. Because of its geographic location in the central region of the country and its location in the federal capital of Brazil, the Brasilia Airport is one of the only airports with direct and daily flights to all 26 Brazilian state capitals. Brasilia Airport also offers some international routes.
We also previously operated the Natal Airport, but in November 2020, we executed an irrevocable amendment for the termination of the Natal Concession Agreement. Pursuant to the terms of the amendment agreement, upon the execution of a new concession agreement with a new operator, an indemnification payment was required to be made to ICASGA. On January 18, 2023, the Brazilian Federal Court of Accounts (Tribunal de Contas da União) a government-related entity, gave clearance for the government to carry out the tender process for the Natal airport. On February 8, 2023, the tender documents were published and the auction date was set for May 19, 2023. ANAC conducted the new bidding process for the airport which was awarded to Zurich Airport International AG (“Zurich Airports”).
On December 27, 2023, the Brazilian National Congress enacted a bill enabling a budgetary amendment and approving the payment by the Federal Government of the portion of the indemnification owed to ICASGA and subject to direct payment by the Federal Government. The other portion of the indemnification, also owed by the Federal Government, was paid by Zurich Airports.
Following the enactment of such bill, an amicable process for the termination of the concession to ICASGA was effectively established, and ICASGA lost the right of exploitation of the airport.
On December 28, 2023, ICASGA and ANAC entered into an agreement authorizing ICASGA to be merged into ACI do Brasil S.A.
Main Operating and Financial Metrics
In 2025, as a result of the termination of the Natal Concession Agreement, all of our approximately 16.7 million total passengers in Brazil were in the Brasilia Airport. In 2024, of the approximately 15.5 million total passengers in Brazil, approximately 15.2 million were in the Brasilia Airport and 0.4 million were in the Natal Airport. In 2023, of the approximately 17.1 million total passengers in Brazil, approximately 14.9 million were in the Brasilia Airport and 2.2 million were in the Natal Airport.
The following table provides summary data for our operations in Brazil for the periods indicated:
For the Year Ended December 31, | ||||||||||||||||
| 2025 | | 2024 | | 2023 |
| ||||||||||
| % of | | % of | | % of |
| ||||||||||
Revenue (in millions of U.S.$) | $ | 118.5 | 6.0 | % | $ | 111.1 | 6.0 | % | $ | 110.6 |
| 7.9 | % | |||
Number of passengers (in millions) |
| 16.7 | 19.3 | % |
| 15.5 | 19.7 | % |
| 17.1 |
| 21.1 | % | |||
Air traffic movements (in thousands) |
| 150.8 | 17.2 | % |
| 143.2 | 17.4 | % |
| 158.4 |
| 18.6 | % | |||
Adjusted Segment EBITDA (in millions of U.S.$)(1) | $ | 51.0 | 7.0 | % | $ | 61.5 | 9.8 | % | $ | 218.3 | 32.2 | % | ||||
Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(1) | $ | 51.0 | 7.1 | % | $ | 61.5 | 9.9 | % | $ | 218.3 | 32.5 | % | ||||
| (1) | For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” |
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In March 2020, before the World Health Organization declared COVID-19 as a global pandemic, Inframerica, the concessionaire of the Natal Airport, filed a request for concession termination pursuant to Law 13.448/2017. The termination request was based on several factors, including significantly lower passenger traffic compared to the projections contained in the valuation studies (EVTEA) prepared at the time the concession was awarded, aeronautical tariffs that were materially lower than those applicable to other privatized airports, and air traffic control tariffs that were substantially below comparable tariffs.
During the period in which the termination request was analyzed and until the appointment of a new concessionaire, Inframerica continued to operate the Natal Airport, maintaining safety and service standards, honoring its commercial agreements and preserving employees’ salaries and benefits. The termination request related exclusively to the Natal Airport. On May 26, 2020, the ANAC confirmed the technical and legal feasibility of the request regarding the re-bidding process initiated by ICASGA. On June 3, 2020, the process was subsequently approved by the Ministério da Infraestrutura, and on June 10, 2020, the Investment Partnership Program Council of the Ministry of Economy (Conselho do Programa de Parcerias de Investimentos of the Ministério da Economia) expressed a favorable opinion and submitted the request for proposal for re-bidding to the President of Brazil. On November 20, 2020, ICASGA and ANAC signed a concession agreement amendment, rendering the re-bidding process irrevocable.
The auction successfully took place on May 19, 2023. On September 12, 2023, a contract between the new concessionaire and the Brazilian ANAC was signed, starting the process of approval of the compensation payment to ICASGA and a concession agreement with the new operator, Zurich Airports, was signed on September 12, 2023. Following the approval of the required budgetary allocation by the Brazilian National Congress and its endorsement by the President of Brazil on December 27, 2023, the final gross indemnification payable to ICASGA was determined at R$609.5 million (approximately U.S.$125.9 million). The auction for the new concessionaire was successfully held on May 19, 2023.
Considering that all conditions for the concession agreement amended to be effective were met, as of December 31, 2023, a net gain of U.S.$166.5 million was recognized in ICASGA, mainly due to a gain for the reversal of impairment losses recognized in previous periods over intangible assets of U.S.$103.8 million (Note 12) and other operating income that includes the compensation for the assets and liabilities of the concession for a total of U.S.$62.7 million (Note 8). The related concession assets, including the concession intangible asset, and liabilities were derecognized as of December 31, 2023. The transaction did not have an impact on income tax as unrecognized tax loss carry forwards were used to compensate the current tax expense for an amount of R$36.8 million (equivalent to U.S.$7.4 million). Based on tax advice received, management considers that 100% of the result could be offset by tax loss carryforwards with no limitation.
On December 29, 2023, the Brazilian Government made a partial payment deducting all the obligations related to fixed and variable concession fees and including the receivables related to re-equilibriums (a total net payment of R$199.7 million equivalent to U.S.$41.3 million), extinguishing all the concession fees obligations that ICASGA maintained. On January 5, 2024, the balance of the indemnification was collected totaling U.S.$90.6 million.
Additionally, on December 31, 2023, following ICASGA’s absorption by ACIB, a Brazilian subsidiary of CAAP, all the rights and obligations of ICASGA were transferred to ACIB.
Brazilian Concession Agreements Key Terms
Key terms are described below, for a full description of the concession terms, see “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Brazil—Brasilia Concession Agreement,” and “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Brazil—Natal Concession Agreement.”
Term: The Natal Airport concession was awarded in August 2011 to ICASGA and was originally scheduled to expire in 2040. On March 5, 2020, however, the Company made public that ICASGA filed a non-binding request to the Brazilian Federal Government to commence the termination process of the Natal Airport, and on November 19, 2020, CAAP announced the execution of the corresponding amendment. On December 28, 2023, ICASGA and ANAC entered into an agreement, whereby ICASGA was absorbed by ACI do Brasil S.A. Following the completion of the re-bidding process, the operation of the Natal Airport was transferred to Zurich Airports (the new concessionaire).
The Brasilia Concession Agreement started in 2012 and is expected to expire in 2037, which may be extended for an additional 5 years, if necessary, to reestablish economic equilibrium.
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Concession fees: The Brasilia airport is required to pay the ANAC an annual fixed payment. The amount is R$180.0 million for the years 2021 through 2031 (for 2021, the company is still having a judicial discussion to reduce 50% of the amount, reprograming the futures payments from 2030 to 2037), R$301.4 million for 2032 and R$270.1 million for the years 2033 through 2037, as well as a variable payment, adjusted by the Consumer Price Inflation Index (Índice Nacional de Preços ao Consumidor Amplo; or “IPCA”). Brasilia Airport is also subject to an annual variable payment, equal to: (i) 2% of the perceived annual gross revenues, for annual gross revenue of up to, R$469.8 million for the year ended December 31, 2022, and R$491.3 million for the year ended December 31, 2023; plus (ii) 4.5% of the annual gross revenues, including the gross revenue of its wholly owned subsidiaries, for annual gross revenues above R$469.8 million for the year ended December 31, 2022, and R$491.3 million for the year ended December 31, 2023, if any. As of December 31, 2021, a 50% of the concession fee to be paid in 2021 by ICAB was pending as a re-scheduling of such fee was requested. Regarding the concession fee to be paid in 2022, a partial payment of R$81.6 million (equivalent to U.S.$15 million) was made through the application of re-equilibrium credits. To pay the remaining amount, ICAB presented on November 21, 2022, an offer of court payment orders to the Ministry of Infrastructure, which is still under analysis. In December 2022, the Ministry issued an official letter confirming that until it issues a final opinion, ICAB is in compliance with its obligations. Regarding the concession fee to be paid in 2023, a partial payment of R$104.5 million (equivalent to U.S.$21.6 million) was made through the application of re-equilibrium credits. The remaining amount of R$248.2 million (equivalent to U.S.$51.3 million) was paid in cash. Regarding the year 2024, a partial payment of R$112.6 million (equivalent to U.S.$19.3 million) was made through the application of re-equilibrium credits. The remaining amount of R$257.3 million (equivalent to U.S.$44.1 million) was paid in cash, bringing the total to R$369.9 million (equivalent to U.S.$63.4 million). In 2025, the enforceability of a fixed contribution of R$386.4 million was suspended, as communicated by the regulatory authority (ANAC) in December 2025, as a result of the contractual renegotiation process. The suspension will remain valid until the negotiation process is concluded and, while in effect, does not constitute a default.
Tariff Adjustment: The Brazilian concessions operate under an inflation-based model. Tariffs shall be adjusted annually by IPCA, upon the application of a specific formula that considers the IPCA and the effects of the Q and X Factors, as defined in the Brazilian Concession Agreements. The Brazilian ANAC adopted Factor X as a mechanism to measure positive and negative productivity and efficiency variations.
Extraordinary review: an extraordinary review is intended to restore the economic and financial equilibrium of the Brazilian Concession Agreements when costs, revenues or gains of ICASGA or ICAB are unbalanced as a result of events with respect to which the Brazilian ANAC is required to bear the risk. We may request an extraordinary review of the Brazilian Concession Agreement to re-establish the economic and financial equilibrium of the concession if one or more of the following events occurs: (a) changes in any law or rule related to (i) the services that the concessionaire must provide or (ii) any security procedure; (b) operational restrictions resulting from any act (or omission thereof) by any governmental body; (c) mandatory changes in tariffs or granting of tariff benefits; (d) changes in the tax regime that causes additional costs for the concessionaire (excluding income tax); and (e) a Force Majeure event. The review is based, among others, on the marginal cash flow related to every event generating economic and financial disequilibrium.
Brazilian airport Ownership Structure
The Brasilia Airport Concession is owned by ICAB, a subsidiary of Inframerica. As of the date of this annual report, we own 99.98% of the equity interests of Inframerica, which holds 51.0% of the equity interests of ICAB. Infraero, a state-owned company affiliated with the Civil Aviation Secretariat of Brazil, is the owner of the remaining 49.0% interest in ICAB.
Inframerica was originally owned by Infravix and Corporación América S.A. (“CASA”). In 2015, we and the Majority Shareholder (A.C.I. Airports S.à r.l.) acquired Infravix’s and CASA’s shareholding in Inframerica.
As of the date of this annual report, ICASGA has been fully absorbed by ACI do Brasil S.A., and the concession for the Natal Airport has been fully transferred to Zurich Airports (see “Item 4. Information On the Company—B. Business Overview—Our Airports by Country in Which We Operate—Brazil”).
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Uruguay
Our operations in Uruguay consist of the operation and maintenance of the two main Uruguayan airports that receive commercial flights, the Carrasco Airport and the Punta del Este Airport, and the Uruguay New Airports which were incorporated into the scope of the Carrasco Concession Agreement pursuant to the Amended Carrasco Concession Agreement. The Carrasco Airport, located near Montevideo, is Uruguay’s largest airport in terms of passenger traffic and serves as the country’s primary gateway for international travel. Carrasco Airport has the capacity to handle up to 4.5 million passengers annually. It currently serves regional centers, tourist destinations, and certain major cities throughout Europe and the Americas. The Punta del Este Airport is not material to our business. Upon the execution of the Amended Carrasco Concession Agreement, Puerta del Sur also operates, develops and maintains the Uruguay New Airports.
We also own TCU S.A. (“TCU”) through which we operate the cargo terminal at the Carrasco Airport. We own 100% of Puerta del Sur, the holder of the concession agreement through the execution of a comprehensive management agreement with the Uruguayan Ministry of Defense (the “Carrasco Concession Agreement”) to operate the Carrasco Airport and, following the execution of the Amended Carrasco Concession Agreement, the Uruguay New Airports. Additionally, we own 100% of CAISA, the holder of the concession agreement (“Punta del Este Concession Agreement,” and together with the Carrasco Concession Agreement, the “Uruguayan Concession Agreements”) with the Uruguayan Ministry of Defense to operate the Punta del Este Airport.
In 2003, our wholly-owned subsidiary Cerealsur S.A. acquired 100% of the outstanding shares of Puerta del Sur, the holder of the Carrasco Concession Agreement. The original concession agreement was for a period of 20 years ending in November 2023, which term was extended for an additional period of 10 years, until 2033. In November 2021 we executed an amendment to the Carrasco Concession Agreement extending the concession term for additional 20 years, until 2053 and incorporating the Uruguay New Airports to the scope of the concession.
Main Operating and Financial Metrics
In 2025, of the approximately 2.3 million total passengers in Uruguay, approximately 2.1 million were in the Carrasco Airport and 155 thousand were in the Punta del Este Airport. In 2024, of the approximately 2.2 million total passengers in Uruguay, approximately 2.1 million were in the Carrasco Airport and 133 thousand were in the Punta del Este Airport. In 2023, of the approximately 2.0 million total passengers in Uruguay, approximately 1.8 million were in the Carrasco Airport and 134 thousand were in the Punta del Este Airport.
The following table provides summary data for our operations in Uruguay for the periods indicated:
For the Year Ended December 31, | ||||||||||||||||
| 2025 | | 2024 | | 2023 |
| ||||||||||
| % of | | % of | | % of |
| ||||||||||
Revenue (in millions of U.S.$)(1) | $ | 192.2 |
| 9.8 | % | $ | 185.7 |
| 10.1 | % | $ | 157.0 |
| 11.2 | % | |
Number of passengers (in millions) | 2.3 |
| 2.6 | % |
| 2.2 |
| 2.8 | % |
| 2.0 |
| 2.4 | % | ||
Air traffic movements (in thousands) | 34.0 |
| 3.9 | % |
| 32.5 |
| 4.0 | % |
| 32.0 |
| 3.8 | % | ||
Adjusted Segment EBITDA (in millions of U.S.$)(2) | $ | 66.2 | 9.1 | % | $ | 64.0 | 10.2 | % | $ | 50.0 | 7.4 | % | ||||
Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(2) | $ | 66.2 | 9.2 | % | $ | 64.0 | 10.3 | % | $ | 50.0 | 7.4 | % | ||||
| (1) | Includes revenues for TCU and intersegment adjustments of U.S.$10.2 million in 2025, U.S.$8.4 million in 2024 and U.S.$8.2 million in 2023. |
| (2) | For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” |
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Uruguayan Concession Agreements Key Terms
Key terms are described below, for a full description of the concession terms, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—The Carrasco Concession Agreement,” and “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—The Punta del Este Concession Agreement.”
Term: The initial term of the Carrasco Concession Agreement was for 20 years commencing in November 2003, which in August 2014 was extended for an additional 10-year period, until 2033, and further extended in November 2021, upon execution of the Amended Carrasco Concession Agreement, for an additional 20-year period until 2053. The Punta del Este Concession Agreement was executed in 1993 and was extended in 2019 for an additional 14-year period, until 2033, and further extended on May 15, 2024, upon execution of the Amended Punta del Este Concession Agreement for an additional 10-year period until 2043.
Concession fee: Puerta del Sur is required to pay annual concession fees, consisting of (a) basic fees, equal to the higher of (i) a fixed annual amount of U.S.$6.06 million and (ii) U.S.$5.57 per total annual passengers (some limits and exceptions apply), plus applicable cargo fees, and (b) additional fees, as long as the number of passengers exceed 1.5 million passengers per year, which are calculated by multiplying the number of passengers by a fix coefficient, depending on the volume of passengers. The concession fee is to be made in two separate semi-annual installments, due July and December each year. As per a recent amendment to the Carrasco Concession Agreement, by which the area in which the old airport terminal is located was incorporated to the concession area for logistic activities, an additional cargo fee was created for cargo which does not arrive or departure by air.
Tariff adjustment: The Uruguayan concessions operate under an inflation-based model. The tariffs charged to the airlines per aircraft movements and passenger use tariffs are adjusted pursuant to the formula described in the Carrasco Concession Agreement, considering a combination between domestic and US inflation rates.
Puerta del Sur and CAISA Ownership Structure
We own 100% of Puerta del Sur, the holder of the Carrasco Concession Agreement, which incorporated the Uruguay New Airports, and 100% of CAISA, the holder of Punta del Este Concession Agreement.
Ecuador
Our operations in Ecuador consist of the operation and maintenance of the Guayaquil Airport, in the City of Guayaquil, the second largest airport in the country, and the Galapagos Airport, located in Baltra Island, Galapagos Archipelago, the third largest airport in the country.
The Galapagos Airport has been recognized as the first ecological and sustainable airport in the world by the U.S. Green Building Council. The airport terminal was entirely planned, designed and built, taking into account its relationship with the surrounding environment to reduce its environmental impact. The terminal also received Leadership in Energy and Environmental Design (LEED) certification, GOLD level.
Additionally, in June 2017, the Galapagos Airport became the first carbon neutral airport in Latin America from the Airport Carbon Accreditation program. The program, implemented by Airports Council International Europe, is aimed at evaluating and recognizing airports that make outstanding efforts to reduce and compensate for greenhouse gas emissions. Currently, the Galapagos Airport is in level 3 and it is working towards moving to the next level: 5 Net Zero.
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Main Operating and Financial Metrics
The following table provides summary data for our operations in Ecuador for the periods indicated:
| For the Year Ended December 31(1), | |||||||||||||||
| 2025 | | 2024 | | 2023 |
| ||||||||||
| % of | | % of | | % of |
| ||||||||||
Revenue (in millions of U.S.$) | $ | 114.4 |
| 5.8 | % | $ | 110.3 |
| 6.0 | % | $ | 105.2 |
| 7.5 | % | |
Number of passengers (in millions) | 4.7 |
| 5.4 | % |
| 4.7 |
| 5.9 | % |
| 4.8 |
| 6.0 | % | ||
Air traffic movements (in thousands) | 78.4 |
| 8.9 | % |
| 76.1 |
| 9.2 | % |
| 78.5 |
| 9.2 | % | ||
Adjusted Segment EBITDA (in millions of U.S.$)(2) | $ | 33.3 | 4.6 | % | $ | 33.7 | 5.4 | % | $ | 32.0 | 4.7 | % | ||||
Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(2) | $ | 33.3 | 4.7 | % | $ | 33.7 | 5.4 | % | $ | 32.0 | 4.8 | % | ||||
| (1) | We have included 100% of operational information of ECOGAL, with respect to number of passengers and air traffic movements, for the years ended December 31, 2025, 2024, and 2023. The revenue information for the years ended December 31, 2025, 2024, and 2023 includes only the consolidated revenue of TAGSA, our other concession in the Ecuador segment. |
| (2) | For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” |
Ecuadorian Concession Agreements Key Terms
Key terms are described below, for a full description of the concession terms, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Ecuador—The Guayaquil Concession Agreement,” and “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—The Galápagos Concession Agreement.”
Term: The Guayaquil Concession Agreement was executed in 2004, as amended from time to time, and is set to expire on July 27, 2031.
TAGSA and AAG signed the Eighth Amendment of the Concession Agreement on July 20, 2021, through which the economic-financial equilibrium of the concession was reestablished, due to the force majeure and/or fortuitous event caused by the COVID-19 pandemic and its effects through time. Pursuant to this amendment, TAGSA was compensated for the losses suffered from March 17, 2020, through December 31, 2020, by a two-year extension, ending July 31, 2031. The Eighth Amendment of the Concession Agreement sets forth a compensation procedure for the following years starting in 2021.
Concession fee: TAGSA is required to pay an annual concession amount equal to 55.25% of the aggregate gross revenue from tariffs and charges, and certain other commercial revenues (e.g., fuel, parking spaces and use of convention center) derived from the operation of the Guayaquil Airport, for 2022, and will be 50.25% until the economic-financial equilibrium is fully reestablished.
Tariff adjustment: The Ecuadorian concessions operate under an inflation-based model. The tariffs charged to the airlines per aircraft movements and passenger use tariffs are adjusted pursuant to the formula described in the Guayaquil Concession Agreement, considering a combination between domestic and US inflation rates.
Capital expenditure commitments: as a result of the concession extension granted by Seventh Amendment, the Guayaquil Concession Agreement includes an obligation to execute new works and investments that will culminate in the year 2024, for a total reference amount of U.S.$32.2 million, of which U.S.$26.3 million were already invested as of December 31, 2023. This Seventh Amendment establishes that in the year 2024, a resurfacing project for the runway was to be executed for an approximate value of U.S.$8.0 million. However, said project was not technically necessary, which led to the execution of the Tenth Amendment to reallocate the investment funds and establish a mechanism of mutual agreement to determine the allocation of those resources. Currently, works have been executed and investments made by TAGSA have been offset in the amount of U.S.$2.1 million, leaving a remaining balance of U.S.$4.8 million to be invested.
Term: The Galápagos Concession Agreement was executed in 2011, as amended from time to time, and is set to expire on December 31, 2032.
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On January 15, 2026, ECOGAL entered into the Fourth Addendum to the Concession Agreement with the Dirección General de Aviación Civil (“DGAC”) in connection with the Public Airport Service of Seymour Airport, located on Baltra Island, Santa Cruz Canton, Galápagos Province. Said Fourth Addendum recognizes ECOGAL’s right to the restoration of the economic and financial equilibrium of the Concession Agreement and establishes the following compensation mechanisms:
1. | Extension of the term of the Concession Agreement until December 31, 2032. |
2. | Increase of the Terminal Passenger Use Tax by U.S.$5.20 per passenger and increase of the Landing Fee by U.S.$1.61 per ton. The implementation of such increases was subject to the issuance of a resolution by the National Civil Aviation Council, following a formal request submitted by the Director of the DGAC. Such resolution was duly issued on March 3, 2026 (Resolution No. 003/2026 of the National Civil Aviation Council). |
3. | Increase of the management fee payable to the relevant CAAP company to 8% of airport revenues. |
In addition to the obligations under the Concession Agreement, ECOGAL has undertaken the following commitments:
1. | Increase of the DGAC supervision fee to 5% of airport revenues. |
2. | Within one year from the execution of the Fourth Addendum, ECOGAL shall resurface the entire runway and apron with 0.10 meters of asphalt and shall install the airport beacon system. |
3. | In consideration of the extension of the concession term until December 31, 2032, ECOGAL shall carry out an additional resurfacing of the runway during the second half of 2031, if required, for a maximum aggregate amount of up to U.S.$4 million (including VAT). For this purpose, a technical study shall be conducted in 2029 to assess the condition of the runway. If, based on the results of such study, ECOGAL determines that resurfacing is necessary, the execution of such works shall be subject to the condition that the concession agreement remains in economic and financial equilibrium. |
TAGSA and ECOGAL Ownership Structure
We currently own 50.0% of TAGSA, which operates and maintains the Guayaquil Airport, and 99.9% of ECOGAL, which operates and maintains the Galapagos Airport.
Armenia
In Armenia, we operate the only two airports for scheduled commercial flights in Armenia: The Zvartnots Airport, located in the capital city of the country, and the Shirak Airport.
Main Operating and Financial Metrics
For the year ended December 31, 2025, of the approximately 5.8 million total passengers in Armenia, approximately 5.6 million were in the Zvartnots Airport and 0.1 million were in the Shirak Airport. For the year ended December 31, 2024, of the approximately 5.4 million total passengers in Armenia, approximately 5.2 million were in the Zvartnots Airport and 0.1 million were in the Shirak Airport. For the year ended December 31, 2023, of the approximately 5.4 million total passengers in Armenia, approximately 5.3 million were in the Zvartnots Airport and 0.1 million were in the Shirak Airport.
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The following table provides summary data for our operations in Armenia for the periods indicated:
For the Year Ended December 31, | ||||||||||||||||
| 2025 | | 2024 | | 2023 |
| ||||||||||
| % of | | % of | | % of |
| ||||||||||
Revenue (in millions of U.S.$) | $ | 296.3 |
| 15.1 | % | $ | 252.8 |
| 13.7 | % | $ | 252.5 |
| 18.0 | % | |
Number of passengers (in millions) |
| 5.8 |
| 6.6 | % |
| 5.4 |
| 6.8 | % |
| 5.4 |
| 6.7 | % | |
Air traffic movements (in thousands) |
| 42.9 |
| 4.9 | % |
| 39.9 |
| 4.8 | % |
| 44.1 |
| 5.2 | % | |
Adjusted Segment EBITDA (in millions of U.S.$)(1) | $ | 119.1 | 16.4 | % | $ | 102.7 | 16.3 | % | $ | 99.7 | 14.7 | % | ||||
Adjusted Segment EBITDA excluding Construction Services (in millions of U.S.$)(1) | $ | 118.6 | 16.6 | % | $ | 102.3 | 16.4 | % | $ | 99.6 | 14.8 | % | ||||
| (1) | For further information on our Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services, see “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Item 5. Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.” |
Armenian Concession Agreement Key Terms
Key terms are described below, for a full description of the concession terms, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Armenia—Armenian Concession Agreement.”
Term: The Armenian Concession Agreement was executed in 2002 and expires in 2067. The concession agreement provides for the possibility to discuss potential future extensions, subject to mutual agreement.
Concession fee: no concession fee is required under the Armenian Concession Agreement.
Master Plan: AIA submitted a new master plan on January 26, 2026, which replaces the former master plan and applies during the term of the agreement. The master plan includes a capital investment program of U.S.$425 million to be executed by 2033, covering infrastructure development, operational enhancements, and long-term capacity expansion at Zvartnots International Airport. The master plan shall be updated every five years starting in 2034.
Tariff adjustments: the Armenian concession operates under an inflation-based model. The concession agreement provides for annual tariff adjustments starting in April 2027.
Economic equilibrium and rebalancing mechanisms. The concession agreement provides an economic equilibrium rebalance framework, providing for compensation mechanisms in the event of:
a. force majeure events;
b. passenger traffic declines below certain thresholds;
c. any additional regulatory or tax changes affecting the concession’s financial balance; and
d. additional capital investments approved by the GOVERNMENT OF ARMENIA beyond the agreed investment program.
The compensation mechanism may be given via tariff adjustments and/or extensions of the concession term.
Airport charges and tariff adjustment framework. The agreement establishes that AIA has the right to adjust all tariffs set in Euros, staring in April 2027, by a parametric formula considering the inflation indices in Armenia, the United States, and the European Union, as well as the applicable exchange rates.
AIA Ownership Structure
We own 100% of AIA which owns the concession to operate and maintain the Zvartnots Airport and the Shirak Airport.
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Main Customers
Main Aeronautical Customers
For the year ended December 31, 2025 our main aeronautical customers were LATAM Group, Aerolíneas Argentinas Group, Gol Transportes Aéreos, Copa, Jetsmart Airlines, Avianca Group, Iberia Lineas Aereas Espana, American Airlines and FB Líneas Aéreas S.A.
For the Year Ended December 31, | |||||||||||||
2025 | 2024 | 2023 | |||||||||||
% of Total | % of Total | % of Total |
| ||||||||||
(in millions | Aeronautical | (in millions | Aeronautical | (in millions | Aeronautical |
| |||||||
Main Aeronautical Customers | | of U.S.$) | | Revenue | | of U.S.$) | | Revenue | | of U.S.$) | | Revenue |
|
LATAM Group(1) | 132.8 | 14.2 | % | 124.2 | 14.2 | % | 84.8 | 13.2 | % | ||||
Aerolíneas Argentinas Group(1) |
| 121.7 |
| 13.0 | % | 123.5 |
| 14.1 | % | 71.4 |
| 11.1 | % |
Gol Transportes Aéreos | 71.5 | 7.6 | % | 56.5 | 6.4 | % | 37.1 | 5.8 | % | ||||
Copa |
| 56.9 |
| 6.1 | % | 53.5 |
| 6.1 | % | 40.2 |
| 6.2 | % |
Jetsmart Airlines | 52.2 | 5.6 | % | 28.8 | 3.3 | % | 15.7 | 2.4 | % | ||||
Avianca Group |
| 52.0 |
| 5.6 | % | 37.7 |
| 4.3 | % | 27.6 |
| 4.3 | % |
Iberia Lineas Aereas España |
| 35.8 |
| 3.8 | % | 36.9 |
| 4.2 | % | 23.8 |
| 3.7 | % |
American Airlines |
| 30.0 |
| 3.2 | % | 34.3 |
| 3.9 | % | 23.5 |
| 3.6 | % |
FB Líneas Aereas S.A. |
| 26.5 |
| 2.8 | % | 24.9 |
| 2.8 | % | 17.8 |
| 2.8 | % |
Others |
| 355.3 |
| 38.0 | % | 356.4 |
| 40.7 | % | 302.5 |
| 46.9 | % |
Total |
| 934.7 |
| 100.0 | % | 876.7 |
| 100.0 | % | 644.5 |
| 100.0 | % |
| (1) | See “Item 3. Key Information—Risk Factors—Risks Related to Our Business and Industry—The loss of one or more of our aeronautical customers or the interruption of their operations could result in a loss of a significant amount of our passenger traffic.” |
The table sets forth our main aeronautical customers for the years ended December 31, 2025, 2024, and 2023, based on the total amount of aeronautical revenue.
Main Commercial Customers
In 2025, our main commercial customers were Dufry and Flyone Armenia. In 2025, we invoiced U.S.$93.4 million to Dufry and U.S.$31.1 million to Flyone Armenia, representing 11.5 % and 3.8 %, respectively, of our total consolidated commercial revenue.
In 2024, our main commercial customers were Dufry and Flyone Armenia. In 2024, we invoiced U.S.$89.3 million to Dufry and U.S.$21.4 million to Flyone Armenia, representing 12.1 % and 2.9 %, respectively, of our total consolidated commercial revenue.
In 2023, our main commercial customers were Dufry and Flyone Armenia. In 2023, we invoiced U.S.$82.2 million to Dufry and U.S.$26.5 million to Flyone Armenia, representing 13.6% and 4.4%, respectively, of our total consolidated commercial revenue.
In December 2023, CAAP became holder of 49% of the equity shares of Navinten S.A., which operates the duty free shops in the airports of Uruguay; as of that date, Navinten S.A. is an associated company.
Our duty-free concession agreements are primarily long-term contracts and include a variable payment, as well as a required minimum fee. Variable payments are calculated as a percentage of revenues. New contracts may include an upfront payment once executed. We also charge a separate fee for use of retail and warehouse space. The terms of each agreement with Dufry vary depending on the jurisdiction and size of the airport where it operates.
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The following table sets forth our main commercial services providers for the years ended December 31, 2025, 2024 and 2023, based on the percentage of total amounts invoiced by us (net from value added tax) to all commercial services providers during the periods indicated:
For the Year Ended December 31, | |||||||||||||
2025 | 2024 | 2023 | |||||||||||
% of Total | % of Total | % of Total |
| ||||||||||
(in millions | Commercial | (in millions | Commercial | (in millions | Commercial |
| |||||||
Main Commercial Customers | | of U.S.$) | | Revenue | | of U.S.$) | | Revenue | | of U.S.$) | | Revenue |
|
Dufry | 93.4 |
| 11.5 | % | 89.3 |
| 12.1 | % | 82.2 |
| 13.6 | % | |
Flyone Armenia | 31.1 |
| 3.8 | % | 21.4 |
| 2.9 | % | 26.5 |
| 4.4 | % | |
Aeroflot Group | 17.8 |
| 2.2 | % | 14.9 |
| 2.0 | % | 11.8 |
| 2.0 | % | |
Dragonpass | 13.2 |
| 1.6 | % | 6.8 |
| 0.9 | % | 3.7 |
| 0.6 | % | |
Priority Pass | 13.0 |
| 1.6 | % | 11.9 |
| 1.6 | % | 9.5 |
| 1.6 | % | |
Wizz Air | 10.8 |
| 1.3 | % | 7.6 |
| 1.0 | % | 7.6 |
| 1.3 | % | |
Aerolineas Argentinas Group | 9.0 |
| 1.1 | % | 12.4 |
| 1.7 | % | 10.2 |
| 1.7 | % | |
Gategourmet | 8.8 | 1.1 | % | 9.9 | 1.3 | % | 4.3 | 0.7 | % | ||||
Zvartnots Handling CJSC | 4.9 | 0.6 | % | 4.3 | 0.6 | % | 4.4 | 0.7 | % | ||||
Others | 611.1 | 75.2 | % | 560.3 | 75.9 | % | 443.4 | 73.4 | % | ||||
Total | 813.1 |
| 100.0 | % | 738.7 |
| 100.0 | % | 603.7 |
| 100.0 | % | |
Plans for expansion
We are also pursuing a major terminal area expansion at Zvartnots Airport. One of the main goals for this project is to expand capacity to accommodate growing passenger traffic and to improve operational performance. The estimated capital expenditure for this project is U.S.$425 million, with financing arrangements to be confirmed. The project is expected to be completed in 2031 and to add capacity for approximately 12.0 million additional passengers, representing approximately 3.0 times the airport’s current capacity.
Nigeria
In October 2022, a consortium formed by Corporación América Airports, Mota-Engil, Engenharia e Construção África S.A., and Mota-Engil Nigeria Limited (the “Nigeria Consortium”), in which the Company holds a 51% stake, was declared by the Federal Government of Nigeria as the preferred bidder for the concession of Nnamdi Azikiwe International Airport, Abuja (“NAIA”) and Mallam Aminu Kano International Airport, Kano (“MAKIA”), and their respective cargo terminals. In May 2023, the Federal Executive Council of Nigeria approved the concession under a public-private partnership arrangement. The concession agreement has a term of 20 years for NAIA and 30 years for MAKIA. On April 7, 2025, the Federal Government of Nigeria discontinued the previous concession allocation processes for four international airports (Lagos, Abuja, Kano, and Port Harcourt). The Government informed the Company that the concessions bidding process will be restructured and re-advertised. As of December 31, 2025, the Nigerian companies created by the Consortium in anticipation of the operation of the Abuja and Kano concessions remained inactive.
Iraq
In November 2025, a consortium formed by Corporación América Airports and Amwaj International for Real-Estate Investments Co. Ltd. (the “Iraq Consortium”) signed an award agreement with the Government of Iraq, following an international tender process supervised by the International Finance Corporation (IFC), a member of the World Bank Group, to operate Baghdad International Airport. Pursuant to the terms of the award agreement, the parties have a period of 90 days (which may be extended by mutual agreement) to negotiate in good faith and enter into the respective public-private partnership agreement. The project contemplates a total investment of approximately $764 million and a 25-year concession term. The scope of works includes construction of a new passenger terminal with initial capacity of 9 million passengers annually, expandable to 15 million passengers, as well as rehabilitation of runways, taxiways and aircraft aprons, installation of boarding bridges, a VIP terminal, and other facilities. The Company is currently negotiating the extension of the period and the execution of the PPP agreement. The Iraq Consortium is also working on the incorporation of a special purpose vehicle.
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Angola
In December 2025, the consortium formed by the Company, Mota-Engil Engenharia e Construção and BestFly Ltda. received a formal notification from the Ministry of Transport of the Republic of Angola, of the award decision in connection with the tender process for the operation, management and maintenance of the newly built international airport in Luanda (Dr. António Agostinho Neto International Airport – “AIAAN”). The decision follows a competitive process conducted in compliance with applicable legal and technical procedures in Angola, and is subject to the execution of the definitive concession agreement, the approval of the concession agreement by the Court of Auditors and the satisfaction of customary conditions precedents. As of the date of this annual report, the consortium has provided the required bond and is currently reviewing the draft of the concession agreement for AIAAN.
Environmental, Social and Governance (ESG)
CAAP qualifies as a “large undertaking” on a stand-alone basis and as a “parent undertaking” of a large economic group as defined in the Corporate Sustainability Reporting Directive (“CSRD”) adopted by the European Commission. Thus, we are subject to the reporting obligations set forth under the CSRD. The legal reporting obligations under the CSRD, include, among others:
| ● | provide information on the Company and its subsidiaries’ value chain impact on sustainability matters as well as how sustainability matters affect the Company and its subsidiaries’ value chain, development, performance and position, according to the European Sustainability Reporting Standards (“ESRS”); and |
| ● | obtain from the Company’s statutory auditor an opinion, based on a limited assurance engagement, on the compliance of the Company’s consolidated sustainability reporting pursuant to the requirements set forth in the CSRD and the ESRS, among others. |
Following the approval of the Omnibus I simplification package by the European Parliament on December 16, 2025 (following the provisional agreement reached with the Council of the EU on December 9, 2025), the mandatory reporting timeline for companies previously classified in the ‘second tranche’ has been postponed by two years. We expect to be required to report in line with the European Sustainability Reporting Standards (ESRS) and CSRD requirements for the first time in 2028, covering the financial year ending December 31, 2027. This timeline remains subject to the final transposition of these amendments into Luxembourg law, which is expected in the first half of 2026.
The “Omnibus” directive was published in the Official Journal of the European Union on February 26, 2026, following its official adoption by the Council of the European Union on February 24, 2026.
During 2024, the Company completed its double materiality assessment and obtained the final list of KPIs to disclose and comply with the CSRD. The results were shared with the local sustainability teams, and a workshop to review process of the outcome was held with the Audit Committee. Such KPIs will have to be revised and matched with the new ESRS simplified requirements during 2026.
During 2025, the Company published its 2024 sustainability report, aligned with the GRI Standard, and intends to do the same during 2026 for the 2025 sustainability report.
Also, the Company modified its Corporate Governance Code to give formal entity to the Corporate Sustainability Area and its relationship with the local sustainability teams, Executive Committee and Audi Committee.
Moreover, the Company’s strategy contemplates the implementation, in the near future, of the following steps:
| ● | Development of internal corporate ESG policies and processes to increase compliance at a consolidated level, and allocate responsibilities across the group entities and teams; |
| ● | Align the CSRD requirements to the current Corporate Strategy for the management of the ESG KPIs that are currently not being measured in the manner that the CSRD demands; and |
| ● | Provision of regular sustainability and ESG related trainings to board members, executive teams and people responsible for collecting sustainability-related information across the Company. |
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Regulatory and Concessions Framework
Introduction
As of December 31, 2025, we hold concessions in Argentina, Italy, Brazil, Uruguay, Ecuador and Armenia and are subject to regulations in each one of these countries. The following table sets out aspects of our concession agreements, along with their respective term and extension provisions, and the corresponding regulatory governmental authority.
| Concession agreement | | Governmental authority | | Term and extension provisions |
| |
Argentina | AA2000 Concession Agreement | Argentine Government; ORSNA | 30-year original term. It was extended for 10 additional years on December 17, 2020, ending February 13, 2038. | ||||
ANSA Concession Agreement | Government of the Province of Neuquén; ORSNA | 20-year original term ending October 24, 2021. It was extended until October 2026. | |||||
BBL Concession Agreement | Municipality of Bahía Blanca; ORSNA | 25 year term ending May 22, 2033. Concession term may be extended for 10 years upon governmental approval.- | |||||
Italy | Pisa Concession Agreement | ENAC | 40-year original term. A two-year extension was granted by the Government in July 2020 (ending December 7, 2048). | ||||
Florence Concession Agreement | ENAC | 40-year original term. A two-year extension was granted by the Government in July 2020 (ending February 10, 2045). | |||||
Brazil | Brasilia Concession Agreement | Brazilian ANAC | 25-year term (ending July 24, 2037); may be extended for an additional 5 years if necessary to reestablish economic equilibrium. | ||||
Uruguay | Carrasco Concession Agreement and | Defense Ministry | 20-year original term. A ten-year extension was granted by the Government in August 2014 (ending 2033) and an additional 20-year extension was granted by the Government in November 2021 (ending on November 20, 2053). | ||||
Punta del Este Concession Agreement | Defense Ministry | 20-year original term. A six-year extension was granted by the Government in 2001 (ending 2019), an additional 14-year extension was granted by the Government in 2019 (ending 2033) and a third extension was granted by the Government in 2023 for 10 years (ending 2043) | |||||
Ecuador | Guayaquil Concession Agreement | AAG; Municipality of Guayaquil | 27-year and 5-month term (ending July 27, 2031). | ||||
Galapagos Concession Agreement | DGAC; STAC (as defined herein) | Extension recently executed. Concession set to terminate on December 31, 2032. | |||||
Armenia | Armenian Concession Agreement | Armenian Ministry of Territorial Administration and Infrastructure, CAC (as defined herein) | Extension recently executed. Concession set to terminate on December 31, 2067 |
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Argentina
Our Airports in Argentina
| | Name | | Location | | International or | | Category(1) |
1. |
| Aeropuerto de San Carlos de Bariloche “Teniente Luis Candelaria” |
| San Carlos de Bariloche |
| International |
| I |
2. |
| Aeropuerto de Catamarca, “Coronel Felipe Varela” |
| Catamarca |
| National |
| I |
3. |
| Aeroparque “Jorge Newbery” |
| Ciudad A. Buenos Aires |
| International |
| I |
4. |
| Aeropuerto de Comodoro Rivadavia, “Gral. Enrique Mosconi” |
| Comodoro Rivadavia |
| International |
| I |
5. |
| Aeropuerto de Córdoba, “Ing. A. Taravella” |
| Córdoba |
| International |
| I |
6. |
| Aeropuerto de Esquel “Brigadier General Antonio Parodi” |
| Esquel |
| National |
| I |
7. |
| Aeropuerto de Ezeiza, “Ministro Pistarini” |
| Ezeiza |
| International |
| I |
8. |
| Aeropuerto de Formosa, “El Pucu” |
| Formosa |
| International |
| I |
9. |
| Aeropuerto de General Pico |
| General Pico |
| National |
| II |
10. |
| Aeropuerto de Cataratas del Iguazú, “Mayor D. Carlos Eduardo Krause” |
| Puerto Iguazú |
| International |
| I |
11. |
| Aeropuerto de Jujuy, “Gobernador Horacio Guzmán” |
| Jujuy |
| International |
| I |
12. |
| Aeropuerto de La Rioja, “Capitán Vicente Almandos Almonacid” |
| La Rioja |
| National |
| I |
13. |
| Aeropuerto de Malargüe, “Comodoro D Ricardo Salomón” |
| Malargüe |
| National |
| II |
14. |
| Aeropuerto de Mar del Plata, “Astor Piazzolla” |
| Mar del Plata |
| International |
| I |
15. |
| Aeropuerto de Mendoza, “El Plumerillo” |
| Mendoza |
| International |
| I |
16. |
| Aeropuerto de Paraná, “General Urquiza” |
| Paraná |
| National |
| I |
17. |
| Aeropuerto de Posadas, “Libertador General D. José de San Martín” |
| Posadas |
| International |
| I |
18. |
| Aeropuerto de Puerto Madryn, “El Tehuelche” |
| Puerto Madryn |
| National |
| II |
19. |
| Aeropuerto de Reconquista “Teniente Daniel Jukic” |
| Reconquista |
| National |
| II |
20. |
| Aeropuerto de Resistencia, “José de San Martín” |
| Resistencia |
| International |
| I |
21. |
| Aeropuerto de Río Cuarto, “Área de Material” |
| Las Higueras |
| National |
| II |
22. |
| Aeropuerto de Río Gallegos, “Piloto Civil Norberto Fernández” |
| Río Gallegos |
| International |
| I |
23. |
| Aeropuerto de Río Grande “Gobernador Ramon Trejo Noel” |
| Río Grande |
| International |
| I |
24. |
| Aeropuerto de Salta, “Martín Miguel de Güemes” |
| Salta |
| International |
| I |
25. |
| Aeropuerto de San Fernando |
| San Fernando |
| International |
| II |
26. |
| Aeropuerto de San Luis, “Brigadier Mayor César R Ojeda” |
| San Luis |
| National |
| I |
27. |
| Aeropuerto de San Rafael, “S.A. Santiago Germano” |
| San Rafael |
| National |
| II |
28. |
| Aeropuerto de San Juan, “Domingo Faustino Sarmiento” |
| San Juan |
| National |
| I |
29. |
| Aeropuerto de Santa Rosa |
| Santa Rosa |
| National |
| I |
30. |
| Aeropuerto de Santiago del Estero, “Vcom. Ángel de la Paz Aragonés” |
| Santiago del Estero |
| National |
| I |
31. |
| Aeropuerto de Tucumán, “Tte. Benjamín Matienzo” |
| San Miguel de Tucumán |
| International |
| I |
32. |
| Aeropuerto de Viedma, “Gobernador Castello” |
| Viedma |
| National |
| I |
33. |
| Aeropuerto de Villa Reynolds |
| Villa Reynolds |
| National |
| I |
34. |
| Aeropuerto El Palomar |
| El Palomar |
| International |
| I |
35. |
| Aeropuerto de Neuquén, “Presidente Perón”(2) |
| Neuquén |
| International |
| I |
36. |
| Aeropuerto de Bahía Blanca, “Comandante Espora”(2) |
| Bahía Blanca |
| National |
| I |
37. |
| Aeropuerto Termas de Río Hondo (3) |
| Termas de Río Hondo |
| National |
| I |
| (1) | The category determines the maximum fees we may charge. See in “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement,” the “Passenger Use Fees,” “Landing Fees,” and “Parking Fees.” |
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| (2) | In addition to the airports operated under the AA2000 Concession Agreement, we also operate the Neuquén Airport and the Bahía Blanca Airport which are not subject to the AA2000 Concession Agreement. These airports are subject to Province of Neuquén and Municipality of Bahia Blanca regulations as well as to ORSNA resolutions, respectively. See “—Other Airports we operate in Argentina.” |
| (3) | Pursuant to ORSNA’s Resolution No. 27/2021, the Termas de Río Hondo Airport has also been incorporated into the AA2000 Concession Agreement. |
Sources of Regulation
We are subject to numerous regulations that govern the AA2000 Concession Agreement, the concession agreements for the Neuquén and the Bahía Blanca Airports, as well as our business. These regulations are issued by the Argentine Congress, the Executive Branch, the Ministry of Transportation (currently, the Secretary of Transportation, under the Ministry of Infrastructure in accordance with the provisions of Decree No. 8/2023), ORSNA and the Administration of National Civil Aviation (Administración Nacional de Aviación Civil or the “Argentine ANAC”).
The Argentine Aeronautical Code (Law No. 17,285, as amended by Decree No. 70/2023) and Regulation No. 1/2017 establish the basic regulatory framework for airports, including airport classification and the distinction between public and private airports. Decree No. 375/97 created the Argentine National Airport System, established the general framework for airport operation and management, and provides that concessions may be granted through public bidding. ORSNA regulates management and maintenance matters, while Argentine ANAC oversees airport safety and air travel. Pursuant to the Argentine Constitution, national airports are “premises of national interest,” making federal legislation applicable.
Aeronautical Policy
On December 20, 2023, Decree No. 70/2023, introduced broad economic deregulation measures, affecting air transportation, including repealing several laws governing national aeronautical policy, classifying civil aviation and ramp services as essential services, replacing the concession regime with an authorization-based system, and eliminating nationality requirements for domestic carriers. Airport services under the AA2000 Concession Agreement and ORSNA supervision remain unchanged. Although the Argentine Senate rejected Decree No. 70/2023 in March 2024, it remains effective until expressly rejected by both legislative chambers.
See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—Political events and political measures taken in Argentina could affect the country’s economy and the aeronautical sector in particular.”
Decree No. 599/2024, further regulated these reforms by repealing inconsistent regulations and approving the Regulation on Access to Air Transportation Markets. Key principles include free market access, fair competition, tariff deregulation, and minimal government intervention.
Additional regulations enacted in 2024 and 2025 include: (i) Decree No. 816/2024 on civil aviation infractions; (ii) Decree No. 825/2024 on minimum essential services during air transport interruptions; (iii) Decree No. 883/2024 on interjurisdictional transport deregulation at airports; (iv) Decree No. 941/2024 on delegation of aeronautical authority powers; (v) Resolution No. 43/2025 approved transitional slot allocation regulations effective until October 31, 2025; (vi) Resolution No. 85/2025 separated passenger boarding bridges from ramp services; (vii) Resolution No. 65/2025 reinforced ramp activity deregulation; and (viii) Resolution No. 1067/2025 launched Intercargo’s privatization process.
Moreover, since 2023, Argentina has updated over 50 Air Services Agreements, removing weekly frequency caps and enabling additional air freedoms (5th–9th), resulting in approximately 250 additional weekly frequencies by January 2026. Decree No. 873/2024 established Aerolíneas Argentinas S.A. as subject to privatization, though the process remains on hold, pending legislative approval. Regulations also introduced ACMI (aircraft, crew, maintenance and insurance) leasing and interchange operations, boosting capacity for local carriers such as Flybondi and Jetsmart. While impacts are not immediate across all agreements, we believe these reforms enable traffic to grow in line with demand in the coming years.
In case any further regulation or the outcome of the referred privatization processes adversely affects AA2000’s rights under the Technical Conditions of the Extension, AA2000 may be required to take relevant measures to mitigate any effects on the economic equilibrium of the Concession. See “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement— The aeronautical policy reforms proposed by the current administration may affect our business and the results of operations.”
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Governmental Authorities
Role of ORSNA
The Organismo Regulador del Sistema Nacional de Aeropuertos (ORSNA, as previously defined for its Spanish acronym) is the principal regulator under Argentine law, responsible for establishing rules governing AA2000’s management and maintenance of airports, enforcing compliance with Argentine laws and concession terms, and approving investment and master plans. ORSNA and Argentine ANAC jointly establish criteria for safety manuals, operations manuals, emergency plans, and maintenance programs. All disputes must be submitted to ORSNA before federal courts, with appeals proceeding to the Secretary of Transportation and subsequently to federal courts.
Role of the Argentine ANAC
Under the Secretary of Transportation, Argentine ANAC provides air traffic control, flight protection, and navigation services, and has power to audit civil aviation activities. Under the AA2000 Concession Agreement, Argentine ANAC provides operating functions (air traffic control and communications), supervisory functions (infrastructure, personnel, and equipment), and safety functions (search and rescue direction).
Additional Argentine Agencies
The Ministry of Interior operates the Argentine Migrations Bureau and, under the Ministry of the Economy, operates the Argentine General Customs Bureau (Dirección General de Aduanas) performing immigration and customs functions. Security functions are provided by the Airport Security Police under the Ministry of Security.
The AA2000 Concession Agreement
Pursuant to Administrative Decision No. 60/98, AA2000 was awarded the concession for the operation of 33 of the airports approved by Decree No. 163/98, dated February 11, 1998. In December 2020, the Argentine Government extended the term of the AA2000 Concession Agreement until February 2038 through Decree No. 1009/2020.
On July 20, 2005, AA2000 executed a memorandum of understanding with the Argentine Government establishing renegotiation guidelines, culminating in the Final Memorandum of Agreement executed on April 3, 2007.
Under the AA2000 Concession Agreement, AA2000 is responsible for: (i) ensuring equality, freedom of access, and nondiscrimination in airport services; (ii) compliance with community interests, environmental protection, and national defense requirements; (iii) implementing ORSNA approved master plans; (iv) operating services reliably per national and international standards; (v) investing in infrastructure; (vi) maintaining airports; (vii) providing firefighting services; and (viii) controlling and coordinating operations under Argentine ANAC’s supervision.
Term
The AA2000 Concession Agreement was originally granted for 30 years through February 13, 2028. In December 2020, the term was extended until February 2038 pursuant to Decree No. 1009/2020, see “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement.” ORSNA may require AA2000 to continue operations for up to 12 months following termination or expiration, with no less than six months prior notice.
Technical Conditions of the Extension
Under the extension, AA2000 must comply with the following commitments: (i) U.S.$132 million in direct investment for works pending in 2020/2021; (ii) best efforts to secure funding of up to U.S.$85 million for the Development Trust and U.S.$124 million for the Development Trust Leverage Commitment by December 31, 2021; (iii) availability of U.S.$406.5 million (VAT included) by March 31, 2022 for works and redemption of government preferred shares; and (iv) U.S.$200 million in direct investments between 2024 and 2027 at an annual average of U.S.$50 million.
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ORSNA Resolution No. 60/2021 established capital expenditures of approximately U.S.$500 million plus VAT in two phases: Phase 1 of approximately U.S.$336 million plus VAT during 2022-2023, and Phase 2 of approximately U.S.$164 million plus VAT between 2024 and 2027.
As of the date of this annual report, AA2000 has fully complied with the 2020/2021 Direct Investment Commitment and the Availability of Funds Commitment, as confirmed by ORSNA Note No. NO-2022-46520010-APN-ORSNA dated May 10, 2022. On May 22, 2023, ORSNA acknowledged AA2000’s compliance with the Development Trust Leverage Commitment best-efforts obligation.
Regarding Phase 1, investments totaling U.S.$407.1 million (VAT included) were completed between January 1, 2022 and May 31, 2024.
For Phase 2, aggregate investments of U.S.$104.8 million have been performed as of December 31, 2025, surpassing the required commitment amount for this period. AA2000 has substantially complied with the Technical Conditions commitments; however, failure to fully comply with remaining obligations could result in fines or termination of the AA2000 Concession Agreement.
The amount of capital expenditures for the 2028-2038 period will be established by ORSNA according to the operational needs of the aeronautical system and the equilibrium of the AA2000 Concession Agreement. The investment obligations for the 2028-2038 period remain undetermined and will be set at ORSNA’s discretion. As a result, the capital expenditure requirements for this period could vary in relation to the levels incurred under the prior investment commitments.
Pursuant to the Technical Conditions of the Extension and Resolution No. 60/2021, AA2000 withdrew all claims against the Argentine Government and its decentralized entities.
Property
Pursuant to the AA2000 Concession Agreement, the Argentine Government transferred to AA2000 the use of all of its personal property associated with the airports under the AA2000 Concession Agreement, for the term of the concession., AA2000 is responsible for maintenance and may grant sub-concessions subject to prior ORSNA notification. Upon expiration or termination, all property and improvements must be transferred back to the Argentine Government. AA2000 must grant space free of charge for Argentine Air Force duties.
Exclusivity
Under the AA2000 Concession Agreement, the Argentine Government cannot, under any circumstances, affect our exclusive rights or economic, to the extent we comply with the applicable contractual requirements.
However, under the Technical Conditions of the Extension, exclusivity regarding certain areas of influence outside Buenos Aires was eliminated, though exclusivity for tax warehouse activities continues nationwide. The Buenos Aires metropolitan area (Ezeiza, Aeroparque, San Fernando, and El Palomar) is excluded from exclusivity protection with respect to new airport infrastructure projects in the Río de la Plata area promoted by the Argentine public sector that cannot be financed and operated by AA2000. Prior to authorizing any such project, ORSNA is required to evaluate, upon receipt of a report from AA2000, the feasibility of carrying out the project under the existing concession framework.
Liabilities
Under the AA2000 Concession Agreement, we are liable for all damages caused to the Argentine Government and/or third parties because of our performance of the AA2000 Concession Agreement and our failure to perform our obligations thereunder.
Penalties
Under ORSNA Resolution No. 88/2004, ORSNA may impose monetary fines for breaches of certain obligations. Delays in implementing the investment plan result in penalties equal to 10% of the delayed work’s value, collectible against the performance guarantee.
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Service Standards
Under the AA2000 Concession Agreement, we have agreed to adopt certain standards for our airports regarding design, construction, operation, administration, maintenance, renewal, improvement, development, equipment and systems as reasonably established by ORSNA in accordance with guidelines developed by the International Air Transport Association (“IATA”) and the International Civil Aviation Organization (“ICAO”) using similar airports as a reference based on their type, size and passenger traffic.
Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement
Under the terms of the AA2000 Concession Agreement, we are required to maintain a performance guarantee in the amount of at least AR$30 million as security for the timely fulfillment of all of our obligations under the AA2000 Concession Agreement. In the event that ORSNA collects part or all of the guarantee, we are required to restore the full amount of the guarantee within 30 days from the date of collection and to pay the Argentine Government interest in an amount equal to SOFR (Secured Overnight Financing Rate) from the fifth day following such collection until the date that the guarantee is restored. We may, with the approval of ORSNA, pledge securities, assets, mortgages and surety bonds to satisfy our guarantee requirement. In this regard, we obtained a surety bond which currently amounts to AR$32.98 billion and which we intend to renew on an annual basis.
In addition, we are required to annually establish, prior to March 31 of each year, a guarantee in the amount of 50% of the annual investment plan required under the AA2000 Concession Agreement in order to guarantee our compliance with the investment plan for such year. We may, with the approval of ORSNA, pledge securities, assets, mortgages and surety bonds to satisfy our guarantee requirement. We obtained a surety bond in the amount of U.S.$25.0 million to comply with our obligation for 2025/2026.
Technical Expert Requirement
Under the AA2000 Concession Agreement, we are required to have as a shareholder, at all times, a technical expert who has expertise in operating and managing airports. Since CASA and CAS have owned at least 45.9% and 29.8% of AA2000’s common shares, respectively, for over five years, they are deemed technical experts.
Maintenance of Insurance
The Concession Agreement requires us to maintain a civil insurance policy covering personal and property damages, loss or injury in an amount equal to at least AR$300.0 million throughout the term of the concession. We are also required to maintain worker’s compensation insurance in accordance with Argentine law. We have contacted a civil liability insurance policy in the amount of U.S.$300.0 million covering liabilities that may arise under civil law in connection with the management of our airports and the development of works in our airports.
Collateral Assignment of Revenue
AA2000 may collaterally assign revenue from the concession to secure funding, provided it does not affect the Specific Allocation of Revenue or the financing of the investment plan. Such assignments, if made into a trust, may remain effective even if the AA2000 Concession Agreement is terminated, subject to government oversight and ORSNA approval.
ORSNA has authorized multiple collateral assignments, including the Tariff Trust, which secures up to U.S.$400 million in international passenger use tariff revenue for various debt holders, and the Cargo Trust, which secures up to U.S.$235 million in collection rights from Terminal de Cargas Argentinas S.A. and potential termination payments. Upon full repayment of the Argentine Notes Series 2017 and 2020, AA2000 intends to amend both trusts to ensure that the Argentine Notes Series 2021 are secured pari passu with existing beneficiaries. ORSNA approved these amendments under Resolution No. 66/2021.
For further details on repayments, see “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”
Assignment of Concession Agreement
The Concession Agreement may not be assigned without prior ORSNA and Argentine Government consent. AA2000 may grant sub-concessions for commercial operations with prior ORSNA notification.
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Previous Sub-concessions
Pursuant to the bidding documentation for our concessions in Argentina, we were required to maintain in effect certain sub-concessions granted by the Argentine Government for the provision of commercial activities within our airports that were in effect at the time we commenced our activities at the airports until the expiration of such agreements’ terms. After the expiration of their terms, such sub-concessions will belong to us. We may decide to continue such activities ourselves, continue with the existing providers or enter into new agreements with third parties to provide such services. We describe below the most important agreements that are currently in effect.
| ● | Agreement With Intercargo: On November 20, 1990, the Argentine Government granted a concession to Intercargo for a period of 20 years for Intercargo to provide ramp services in 16 of our airports including loading and unloading of luggage, mail and cargo, among other services. |
Intercargo had executed an agreement with the Argentine Government providing for the payment of monthly fees of U.S.$156,000 for ramp services. Such agreement was assigned to us when we took over the operations of the airports. As a result of certain negotiations following the Argentina peso devaluation, Intercargo currently pays to us an additional monthly fee of U.S.$156,740 and, every six (6) months, pays us the difference between such amounts and the amount resulting from the calculation using the current market exchange rate.
In addition, on December 18, 2025, AA2000 and Intercargo entered into an agreement effective as from January 1, 2025, by which AA2000 assigned to Intercargo the use of space within our airports for the development of the ramp service. In return, Intercargo will pay a fixed monthly fee of U.S.$174,935.78 and, additionally, as of July 1, 2027, a variable fee equivalent to 10% of its monthly net turnover for the provision of the ramp services at Ezeiza Airport, plus VAT.
During 2025, the Argentine Government issued several rules to implement the deregulation of the ramp services and launched the privatization process of Intercargo, which is currently ongoing. As a result of these measures, ramp services shall no longer be exclusively provided by Intercargo as established in the concession agreement between the Argentine Government and Intercargo. If the Argentine Government terminates or otherwise ends the Intercargo concession for ramp services, the provision of such services could be transferred to AA2000, which would then be responsible for carrying them out directly or through third parties. As of the date of this annual report on Form 20-F, the concession agreement remains formally in place.
| ● | Agreement with Interbaires: |
On April 24, 1990, the Argentine Government granted a 20-year concession to Interbaires, which may be automatically extended for an additional 10-year term. Interbaires operates the duty free shops at Ezeiza, Aeroparque and the airports of Córdoba, Bariloche, Mendoza, Mar del Plata and Iguazú. AA2000 agreed to extend the concession on May 4, 2010. The additional term under which Interbaires will continue providing services to us expires on February 8, 2028. Interbaires pays us a monthly royalty fee equal to 15% of its total gross revenue, net of VAT.
| ● | Agreement with Gate Gourmet (previously Buenos Aires Catering): |
In 2005, we entered into an agreement with Gate Gourmet, which granted such company an exploitation and commercial use permit for the provision of catering services in aircraft, laundry services, catering for third parties delivered outside the airports and training courses, among other services. Such agreement is expected to expire on February 29, 2028. Pursuant to such agreement, Gate Gourmet is required to pay us a monthly fee of 10% of the gross amounts invoiced by such company for the provision of catering services, 5% of the gross amounts invoiced for laundry services, 1.5% of the gross amounts invoiced for the renting of space for training courses and 1.5% of the gross amounts invoiced for catering to third parties delivered outside the airports.
Corporate and Share Transfer Restrictions
AA2000’s shares may not be pledged or encumbered without prior authorization from ORSNA. AA2000 cannot merge or spin off during the term of the AA2000 Concession Agreement.
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Pursuant to the Concession Agreement, AA2000 is also required to maintain as its exclusive corporate purpose the operation, management and exploitation of Group A airports for the duration of the concession. However, AA2000 may participate as an airport operator in airport projects outside of Group A airports, subject to prior authorization from the relevant authority, provided that such participation does not diminish the quality of services, affect concession revenues or compromise AA2000’s contractual obligations.
Any amendment to the bylaws requires the prior authorization of ORSNA.
Applicable Law and Jurisdiction
The AA2000 Concession Agreement is governed and interpreted in accordance with the laws of Argentina. The parties to the AA2000 Concession Agreement agree to accept the jurisdiction of the competent federal courts of the City of Buenos Aires.
Miscellaneous Provisions
Under the terms of the AA2000 Concession Agreement, AA2000 may manage airports outside the Concession Agreement with prior authorization, and may stipulate that agreements for new works continue after early termination with ORSNA authorization.
Specific Allocation of Revenue
Under the terms of the AA2000 Concession Agreement, AA2000 must allocate 15% of total monthly concession revenue as follows: 11.25% to a development trust for capital expenditures; 1.25% to a fund for study, control, and regulation of the AA2000 Concession Agreement administered by ORSNA; and 2.5% to a trust for investment commitments. Certain revenues are excluded from this calculation, including sub-concessionaires’ expense reimbursements, Construction Services revenue under IFRIC 12, and Development Trust contributions.
Investment Plan
Investment Commitments
Under the terms of the AA2000 Concession Agreement and the Technical Conditions of the Extension, AA2000 is required to make capital expenditures in accordance with its investment plan through 2038.
Prior to the approval of the Technical Conditions of the Extension, required investment commitments from January 2006 until 2028 were AR$2.2 billion (at December 2005 values). As of December 31, 2021, AA2000 had invested AR$2.9 billion (at December 2005 values) under our investment plan. Our capital expenditures for the years ended December 31, 2025, 2024, 2023 and 2022 are under ORSNA’s review. AA2000’s investments have been funded through operating cash flow, funds from the Development Trust and the net proceeds from our issuance of indebtedness.
The amount of capital expenditures for the 2028-2038 period will be established by ORSNA according to the operating needs of the aeronautical system and the equilibrium of the AA2000 Concession Agreement. In addition, the Technical Conditions of the Extension includes an exhibit the indicative financial projection of income and expenses up to 2038 (calculated in December 2019 values).
As of the date of this annual report, AA2000 has substantially complied with its commitments. However, failure to fully comply with the pending obligations (in particular, Phase 2 Commitment) could result in the imposition of fines or the termination or revocation of AA2000 Concession Agreement. For further details, see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concession Framework—Argentina—The AA2000 Concession Agreement—Technical Conditions of the Extension;” “Item 3. Key Information—Risk Factors—The Argentine Government extended the term of the AA2000 Concession Agreement until 2038, subject to our compliance with certain commitments. Failure to comply with these commitments could result in the imposition of fines, termination or revocation of the AA2000 Concession Agreement;” and “Item 3. Key Information—Risk Factors—Risks Related to Argentina and the AA2000 Concession Agreement—If ORSNA does not approve the capital expenditures already made under the AA2000 Concession Agreement, we could be required to make additional capital expenditures, which may affect our cash flows and financial condition.”
Compliance with the Investment Plan
AA2000’s five-year investment plans, submitted to ORSNA, focus on meeting operating needs, increasing capacity, and ensuring compliance with international quality and safety standards. Plans must be submitted by January 31 of the preceding year, with ORSNA-requested modifications implemented to avoid violations. All investment activities are recorded in an ORSNA-managed registry.
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Master Plan
Under the terms of the AA2000 Concession Agreement, we are also required to establish a master plan for each of our airports. This master plan must be approved by ORSNA and can only be subsequently amended with their approval.
Economic Equilibrium
The economic equilibrium under the AA2000 Concession Agreement is determined based on the financial projection of income and expenses which outlines fund flows through 2038. ORSNA conducts annual reviews to preserve this balance, adjusting three key factors if necessary: (i) payments to the Argentine Government, (ii) aeronautical services fees (such as passenger use fees and aircraft landing and parking fees), and (iii) required investments. ORSNA then determines the adjustments to be made to these three factors that would be needed, if any, to achieve economic equilibrium through the term of the AA2000 Concession Agreement. Historically, only services fee and investment commitments have been adjusted, with annual revisions effective as of April 1.
AA2000 may propose additional charges not included in the AA2000 Concession Agreement if they improve technical and financial conditions for users and air operators. ORSNA periodically reviews and approves these adjustments.
In July 2023, ORSNA issued Resolution No. 56/2023, approving financial projections for the period 2019-2023, with a full review pending recovery of international passenger traffic to 2019 levels. AA2000 challenged this resolution in court, requesting a review of 2018-2022 projections and tariff adjustments to restore the 16.45% internal rate of return required under the Technical Conditions of the Extension. Following an agreement in November 2023, the lawsuit was stayed.
ORSNA later approved yearly adjustments for 2018-2020 (Resolution 65/2023), and for 2021-2023 (Resolution 36/2024, notified on December 9, 2024). AA2000 has requested a review of Resolution 36/2024, contesting capital and maintenance expenses, passenger traffic projections, commercial revenues, and delays in equilibrium revisions. As of the date of this annual report, the administrative proceeding is stayed.
ORSNA continues to review aeronautical service fees periodically.
Withdrawal and Settlement of Claims
As a result of Argentina’s 2001/2002 economic crises, AA2000 and the Argentine Government agreed to settle mutual claims for AR$849.1 million, as follows: 23.0% (AR$195.0 million) paid in 2011; 18.6% (AR$158.0 million) converted to shares in December 2011; and 58.4% (AR$496.1 million) capitalized through preferred shares redeemed in March 2022.
In addition, as a condition to the effectiveness of the extension of the term of the AA2000 Concession Agreement, AA2000 was required to waive all claims, remedies and filed or ongoing lawsuits against the Argentine Government and/or its decentralized entities (i.e. the ORSNA), or, if applicable, it was required to demonstrate it had obtained the corresponding judicial approval to keep the claim whenever the parties involved deemed it necessary. Such waiver shall not be understood as an acknowledgment of the legitimacy of such fines. As of the date of this annual report, AA2000 has waived all the ongoing claims against the Argentine Government and the ORSNA.
Regulation of Fees
The AA2000 Concession Agreement establishes the maximum fees for aeronautical services, including passenger use fees and aircraft landing and parking fees, adjustable by ORSNA to preserve economic equilibrium. See “Item 4. Information On the Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Economic Equilibrium” above. Airlines paying landing fees on time benefit from a 70.0% discount of international aeronautical fees, currently resulting in 48.42% effective discount on landing fees and 42.78% on parking fees. In addition, from time to time as established by ORSNA, we may set fees for arrangements not contemplated under the AA2000 Concession Agreement when the implementation of such additional charges represents technical and financial improvements in the provision of services to airlines and passengers. Under Argentine law, we have the right to collect all passenger use fees and aircraft fees. Failure to comply with these maximum fee levels could result in the imposition of fines or other sanctions.
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Passenger Use Fees
The table below sets forth the maximum fees that, effective as of January 1, 2022 except for domestic flights, which are effective for tickets issued as of October 9, 2024, to be used from November 9, 2024, we may charge for passenger use fees by airport category under the AA2000 Concession Agreement.
Airport Category | ||||||||||||
Use Fees Per Departing Passenger | | I(3) | | II | | III | | IV | ||||
International flights(1) |
| U.S.$ | 57.00 |
| U.S.$ | 37.97 |
| U.S.$ | 39.66 |
| U.S.$ | 39.66 |
Domestic flights(2) |
| AR$ | 5,685.00 |
| AR$ | 3,963.00 |
| AR$ | 3,472.00 |
| AR$ | 3,472.00 |
| (1) | By means of Resolution No. 81/2023 issued by ORSNA on November 16, 2023, ORSNA amended the Use Fees for the “MyD. Carlos Eduardo Krause” Airport in the city of Puerto Iguazú, Province of Misiones, for direct international flights originating from the city of Puerto Iguazú Airport with direct international destinations, without connections to other national airports, setting it at the amount of U.S.$15 per passenger for tickets issued as November 21, 2023, to be used from January 1, 2024. The Company filed with ORSNA a motion for clarification and reconsideration (recurso de aclaratoria y reconsideración) against said resolution. |
| (2) | Tariffs established by Resolution No. 29/2024 issued by ORSNA on October 8, 2024 and published in the Official Gazette on October 9, 2024. |
| (3) | By means of Resolution No. 34/2025, ORSNA amended the Use Fees for the “Comandante Espora” Airport in the city of Bahía Blanca, Province of Buenos Aires, for domestic flights originating from the city of Bahía Blanca, setting it at the amount of A.R.$13,685 per passenger for tickets issued as from August 5, 2025, to be used from September 5, 2025. |
Regional passenger use fees are a variation of the international flight passenger use fees and are applied only to international flights which cover a distance of less than 300 kilometers (187.5 miles), including international flights between the City of Buenos Aires and Uruguay. Regional passenger use fees are set at U.S.$25.16.
Passenger use fees on international flights are not charged for: (i) children under the age of 2, (ii) diplomats and (iii) transfer and transit passengers. Passenger use fees on domestic flights are not charged for: (i) children under the age of 3 and (ii) transfer and transit passengers.
Landing Fees
The table below sets forth the maximum amounts that, effective as of January 1, 2020, we may collect from aircraft operators by airport category under the AA2000 Concession Agreement in respect of international and domestic aircraft landing fees.
International Flights
Airport Category |
| ||||||||
| I | | II | | III | | IV |
| |
(U.S.$ per ton, except percentages) |
| ||||||||
Aircraft weight |
| |
| |
| |
| | |
2 – 12 tons |
| 29.32 |
| 17.39 |
| 9.99 |
| 9.99 | |
Minimum fee |
| 184.89 |
| 92.38 |
| 39.57 |
| 39.57 | |
12 – 30 tons |
| 6.27 |
| 3.73 |
| 2.24 |
| 2.24 | |
31 – 80 tons |
| 7.16 |
| 4.48 |
| 2.62 |
| 2.62 | |
81 – 170 tons |
| 8.81 |
| 5.37 |
| — |
| — | |
> 170 tons |
| 9.76 |
| — |
| — |
| — | |
Minimum fee |
| 81.50 |
| 48.51 |
| 29.11 |
| 29.11 | |
Surcharge for operation out of the normal timetable |
| 352.82 |
| 255.12 |
| 162.84 |
| 162.84 | |
Surcharge for night airfield lightning |
| 30 | % | 30 | % | 30 | % | 30 | % |
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Domestic Flights
Airport Category |
| ||||||||
| I | | II | | III | | IV |
| |
(AR$per ton, except percentages) |
| ||||||||
Aircraft weight |
| |
| |
| |
| | |
2 – 12 tons |
| 20.37 |
| 15.18 |
| 8.82 |
| 4.54 | |
Minimum fee |
| 142.73 |
| 108.34 |
| 62.15 |
| 31.53 | |
12 – 30 tons |
| 1.05 |
| 0.67 |
| 0.43 |
| 0.26 | |
31 – 80 tons |
| 1.14 |
| 0.76 |
| 0.52 |
| — | |
81 – 170 tons |
| 1.26 |
| 0.88 |
| — |
| — | |
> 170 tons |
| 1.47 |
| — |
| — |
| — | |
Minimum fee |
| 13.65 |
| 8.71 |
| 5.59 |
| 3.38 | |
Surcharge for operation out of the normal timetable |
| 260.00 |
| 188.00 |
| 120.00 |
| 68.00 | |
Surcharge for night airfield lightning |
| 30 | % | 30 | % | 30 | % | 30 | % |
Per ton aircraft fees are charged for international and domestic flights to all commercial and private aircraft, with the exception of aircrafts that weigh less than two tons. Aircraft weighing between two and twelve tons pay the minimum fee set forth in the table above. A rush-hour landing surcharge, equal to 50% of the landing fee applicable to such aircraft, is charged to all domestic and international flights that land at Aeroparque between 6:00 a.m. and 10:00 am, and between 6:30 p.m. and 9:30 p.m., daily.
Parking Fees
The table below sets forth the maximum amounts that, effective as of January 1, 2020, we may collect from aircraft operators, by airport category, under the AA2000 Concession Agreement with respect to international and domestic aircraft parking fees.
International Flights
Airport Category | ||||||||||
| Ezeiza/ | | ||||||||
Aeroparque | I | | II | | III | | IV | |||
(U.S.$ per ton per hour or fraction) | ||||||||||
Aircraft weight (tons) |
| |
| |
| |
| |
| |
5 – 12 tons |
| 3.84 |
| 1.92 |
| 1.43 |
| 1.12 |
| 1.12 |
Minimum fee |
| 55.46 |
| 36.99 |
| 13.18 |
| 13.18 |
| 13.18 |
12 – 80 tons |
| 0.34 |
| 0.17 |
| 0.13 |
| 0.10 |
| 0.10 |
81 – 170 tons |
| 0.48 |
| 0.20 |
| 0.14 |
| 0.11 |
| — |
> 170 tons |
| 0.98 |
| 0.22 |
| 0.14 |
| — |
| — |
Minimum fee |
| 7.33 |
| 4.89 |
| 2.44 |
| 2.44 |
| 2.44 |
Domestic Flights
Airport Category | ||||||||||
| Ezeiza/ | | ||||||||
Aeroparque | I | | II | | III | | IV | |||
(AR$ per ton per hour or fraction) | ||||||||||
Aircraft weight (tons) |
| |
| |
| |
| |
| |
5 – 12 tons |
| 4.45 |
| 2.65 |
| 2.1 |
| 1.6 |
| 1.05 |
Minimum fee |
| 124.44 |
| 81.9 |
| 51.9 |
| 37.8 |
| 23.64 |
12 – 80 tons |
| 0.85 |
| 0.50 |
| 0.40 |
| 0.30 |
| 0.20 |
81 – 170 tons |
| 1.15 |
| 0.65 |
| 0.50 |
| 0.40 |
| — |
> 170 tons |
| 1.50 |
| 0.85 |
| 0.60 |
| — |
| — |
Minimum fee |
| 39.5 |
| 26.00 |
| 16.50 |
| 12.00 |
| 7.50 |
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Aircraft parking fees for international flights are charged to all commercial and private aircrafts, with the exception of aircrafts that weigh less than five tons. Aircraft parking fees for domestic flights are charged to all commercial and private aircraft, with the exception of aircraft that weigh less than five tons. Aircrafts that weigh less than five tons pay the minimum fee set forth above, only when parking time is greater than 15 days within a one-month period. Aircraft parking fees for international and domestic flights for Ezeiza Airport and Aeroparque Airport are charged to aircrafts parked in an operative apron; aircraft parking fees for international and domestic flights for aircraft parked in a remote apron are charged the fees corresponding to Category I. Free parking time is not applicable, irrespective of whether the flight is international or domestic, or commercial (whether in regular flight or not) or private.
Commercial Revenue
Fees for commercial services may be freely established by us. However, all terms of agreements with third parties for the provision of commercial services must be notified to ORSNA. If ORSNA objects to the terms of an agreement, it may request that the agreement be terminated. Either we or the third party may challenge such request in an administrative proceeding to be decided by ORSNA, which is subject to further administrative proceedings and judicial review.
Termination by the Argentine Government upon breach by AA2000
The Argentine Government may terminate the AA2000 Concession Agreement upon the existence of the following conditions:
| ● | if we repeatedly breach, as determined by ORSNA, any of our obligations under the AA2000 Concession Agreement (including our obligations under the Technical Conditions of the Extension) and the breach is not cured within the time period specified by ORSNA in its notice of the breach; |
| ● | if the cumulative amount of fines (affirmed by final administrative ruling) imposed on us exceeds 20% of our annual gross revenue, net of taxes and charges, as calculated by ORSNA at the end of each fiscal year; |
| ● | if any of our shareholders encumber or allow to be encumbered in any manner AA2000’s shares without ORSNA’s consent, and do not secure the discharge of the encumbrance within a time period specified by ORSNA; |
| ● | if we fail to pay the Specific Allocation of Revenue in due manner and time; |
| ● | if AA2000’s shareholders approve, without ORSNA’s consent, an amendment to our bylaws or a stock issuance that alters or permits alterations of the shareholdings existing at the time of incorporation, on the terms established under the AA2000 Concession Agreement; or |
| ● | if our shares are transferred and no technical expert remains a shareholder without the prior approval from ORSNA. |
If the Argentine Government elects to terminate the AA2000 Concession Agreement (even due to our breach), it is required to pay us the value of the aeronautical investments (contemplated under the AA2000 Concession Agreement or specifically authorized by ORSNA as aeronautical investments within our airports’ premises) we have made that have not been amortized as of the time the termination is ordered, after deducting compensation for damages incurred.
In the event that the Argentine Government elects to terminate the AA2000 Concession Agreement for one of the reasons stated above, the Argentine Government and ORSNA may also foreclose on and collect the full amount of the performance guarantees.
Termination of the AA2000 Concession Agreement would constitute a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.”
Buy-out of the AA2000 Concession Agreement
Under Argentine public law, the Argentine Government has the right to buy out or otherwise terminate concessions, including the AA2000 Concession Agreement, at any time with indemnification equal to unamortized aeronautical investments multiplied by 1.10 plus unamortized other investments. The government must assume debts for airport services (excluding investment plan debts).
The buy-out of the AA2000 Concession Agreement by the Argentine Government would constitute a default under the Argentine Notes Series 2017, the Argentine Notes 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.”
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In addition, in case the Argentine Government decides to buy out the AA2000 Concession Agreement, it is our understanding that the economic equilibrium of the concession needs to be met since the beginning of the concession until the date of the termination.
Termination by AA2000 upon breach by the Argentine Government
We may demand termination of the AA2000 Concession Agreement if the Argentine Government breaches its obligations in such a manner that prevents us from providing the services required of us under the AA2000 Concession Agreement or which permanently affects the same and if the Argentine Government does not remedy the situation giving rise to such breach within 90 days following notice from us.
Upon our termination of the AA2000 Concession Agreement, we shall be entitled to damages from the Argentine Government:
Additionally, if the Argentine Government’s breach of the AA2000 Concession Agreement that gives rise to our termination of the AA2000 Concession Agreement is caused by the negligence, fault or willful misconduct of the individuals acting on behalf of the Argentine Government, we shall have the right to demand compensation for all damages, with the exception of lost profits.
Termination of the AA2000 Concession Agreement shall be deemed a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020, the Argentine Notes Series 2021, and the New Money 2021 Notes. For further information on the repayment, see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness.”
End of Concession
Upon the termination of the AA2000 Concession Agreement, AA2000 must turn over airports and property at no charge, pay all debts, and transfer services to the Argentine Government or the new grantee. Collateral assignments made into trusts may remain effective upon early termination subject to government oversight.
Notwithstanding the foregoing, pursuant to section 30.4 of the Final Memorandum of Agreement, a collateral assignment of revenue that is made into a trust may remain in effect even upon an early termination of the AA2000 Concession Agreement, as long as the application of funds thereunder is audited by the Argentine Government and/or by a consulting firm, hired for such purpose and satisfactory to the Argentine Government. The collateral assignment of revenue must be previously authorized by a resolution of ORSNA who is also responsible for auditing the application of the funds. On January 17, 2017 April 24, 2020, and October 15, 2021 ORSNA issued Resolutions No. 1/2017, 21/2020, and No. 66/2021, respectively, pursuant to which it authorized the collateral assignment of revenue under the Tariff Trust. On August 8, 2019, August 18, 2020, March 16, 2021, June 17, 2021, and October 15, 2021, ORSNA issued Resolutions Nos. 61/2019, 57/2020, 2/2021, 3/2021 y 66/2021, respectively, pursuant to which it authorized the collateral assignment of revenues and rights established by the Cargo Trust. Once the Argentine Notes Series 2017 and the Argentine Notes Series 2020 are cancelled in full, AA2000 intends to amend and restate the Cargo Trust and the Tariffs Trust, so that the Argentine Notes Series 2021 become secured by the Cargo Trust on a pro rata and pari passu basis with the existing beneficiaries of the Cargo Trust, and these other beneficiaries become secured by the Tariffs Trust on a pro rata and pari passu basis with the Argentine Notes Series 2021. Pursuant to Resolution No. 66/2021 ORSNA authorized the amendment and restatement of the Tariff Trust and the Cargo Trust. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Collateral Assignment of Revenue.”
Development Trust
On December 29, 2009, we, as trustor, and Banco Nación, as trustee, entered into the Development Trust, aimed at managing and allocating the funds to be transferred by us under the Specific Allocation of Revenue and the Allocated Revenues under the Mutual Claim Settlement Procedure. The Secretary of Transportation and ORSNA also executed the Development Trust acknowledging and providing their consent with the terms and conditions therein.
Under the Development Trust, the following trust funds were established:
| ● | “Trust Fund to Study, Control and Regulate the Concession,” |
| ● | “Trust Fund for the Payment of the Unpaid Amounts Arising from Mutual Claims,” |
| ● | “Trust Fund for Funding Infrastructure works of the Argentine National Airport System,” |
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| ● | “Trust Fund for Funding Infrastructure Works in airports under the AA2000 Concession Agreement,” |
| ● | “Trust Fund for Infrastructure Airport Works Derived from Potential Charges and Tariff Increases for Specific Allocations.” |
The term of the above-mentioned trust funds shall not exceed 30 years and shall be terminated if the concession is terminated for any cause, except for the “Trust Fund for Infrastructure Airport Works Derived from Potential Charges and Tariff Increases for Specific Allocations,” which shall have the duration set forth under the regulations pursuant to which such tariff and charges are created.
ORSNA shall calculate the amounts that we shall transfer on a monthly basis to Banco Nación pursuant to the procedure for Specific Allocation of Revenues approved by ORSNA Resolution No. 64/2008, dated August 7, 2008.
The Development Trust sets forth that we are not obligated to make any additional capital contributions to the above-mentioned trust funds. In the event such trust funds are insufficient to meet their purpose due to a cause not related to us, the amounts required to fulfill the commitments undertaken shall be paid by the Argentine Government.
Other Airports we Operate in Argentina
In addition to the airports operated under the AA2000 Concession Agreement, we also operate the Neuquén Airport and the Bahía Blanca Airport.
In 2001, the Government of the Province of Neuquén together with ORSNA awarded ANSA the concession agreement to operate the Neuquén Airport for an initial term of 20 years, which was set to expire in 2021. By virtue of Decree No. 1820/2021, issued by the Executive Branch of the Province of Neuquén, the concession was extended for an additional term of five years, expected to terminate in October 2026. Upon expiration of the concession, the Government of the Province of Neuquén requesting the contractual continuity of the airport concession, may choose to (i) renew it to the current concessionaire; or (ii) call for a public tender to renew it in a competitive framework in which the current concessionaire may participate. Notwithstanding both hypotheses, the concession agreement establishes that, in the event of expiration of the concession term, ANSA will continue to operate the Neuquén Airport for an additional period of up to six months. Negotiations and exchanges have taken place regarding the future of the concession; however, the outcome of this process remains uncertain. The concession could revert and a public tender could be called for the administration of the airport.
In 2008, the Municipality of Bahia Blanca together with ORSNA awarded to us the concession to operate the Bahía Blanca Airport for an initial term of 26 years, which is set to expire in 2033. Both concession agreements provide the possibility of extension upon approval. The Neuquén Airport and the Bahía Blanca Airport are not material to our business.
Italy
Headquartered in Florence, TA is the result of the merger of SAT, Galileo Galilei S.p.A. and ADF on June 1, 2015. As a result of the merger, CA Italy, which was 75.0% owned by CAAP, held a controlling stake of 62.3% of TA. In May 2025, the Company, through its Spanish subsidiary Dicasa Spain S.A.U., acquired the remaining 25.0% interest in CA Italy, bringing its ownership to 100%. Prior to the merger, SAT and ADF were granted concessions for the management of the Pisa Airport and the Florence Airport, respectively. After the merger, the concessions were transferred to TA. Set forth below is a description of their main terms and conditions, as well as of the relevant regulatory framework.
Sources of Regulation
Set forth below are the main laws and regulations that govern the concession agreements entered into by ENAC with SAT and ADF, as well as the operation and management of the airport operation and business:
| ● | Law No. 537/1993 and Decree Law No. 251/1995 (converted into law with modifications by Law No. 351/1995, as subsequently supplemented and amended) set forth the regulations that apply to the management of airports and the realization of the relative infrastructure. |
| ● | Legislative Decree No. 250/97, as subsequently supplemented and amended, which regulates the responsibilities of ENAC. |
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| ● | Law No. 537/1993 and Ministerial Decree No. 521/1997 provided that the granting of full airport management under concession is conditioned upon the execution of a concession agreement. |
| ● | Regulation of the Ministry of Transportation and Navigation and the Ministry of the Interior No. 85/1999, implementing Decree Law No. 9/1992, converted with modifications by Law No. 217/1992, as subsequently supplemented and amended, sets forth provisions concerning the granting of concessions relating to security services. |
| ● | The Ministry of Transportation and Navigation (currently named “Ministry of Infrastructure and Transport”), in implementation of the above-mentioned Ministerial Decree No. 521/1997, issued the Directive No. 141T/2000 sets forth the guidelines for the granting of concessions, subsequently repealed and replaced by Ministerial Guidelines No. 8736/2003. |
On March 16, 2004, ENAC issued certain guidelines for procedures concerning the granting of concessions.
| ● | Law No. 265/2004 provided certain innovations to the applicable framework of rules concerning the granting of airport management concessions. |
| ● | Decree Law No. 203/2005, as subsequently supplemented and amended and converted into law by Law No. 248/2005, introduced certain provisions for the rationalization and improvement of the efficiency of the airport management sector. |
| ● | Decree Law No. 96/2005, as supplemented and amended, implemented the provisions set forth with Law No. 265/2004 and revised the aviation section of the Italian navigation code. |
| ● | Directive 96/67/EC on access to the ground handling market at European Union airports and the corresponding implementation of Legislative Decree No. 18/1999, as subsequently amended and supplemented. |
| ● | Article 71, paragraph 2, of Law Decree No. 1/2012, as subsequently supplemented and amended, established the Transport Regulation Authority (Autorità di Regolazione dei Trasporti) and granted it with the powers, inter alia, of supervision and financial regulation in relation to the airport operation and business. |
| ● | Article 71, paragraph 3, of Law Decree No. 1/2012, as subsequently supplemented and amended, established the criteria and models for the determination of the tariffs applicable in relation to the airport business and the relative approval process. |
| ● | Article 705 of Italian Navigation Code (Royal Decree No. 327/1942, as subsequently supplemented and amended) sets forth the rules concerning the determination of airport management and the relative responsibilities. |
| ● | Law No. 324/1976, as subsequently supplemented and amended, provided the regulations concerning the use of airports open to civil air traffic. |
| ● | EU Regulation No. 139/2014 laying down, for countries that are part of the European Union, technical requirements and administrative procedures relating to airports; |
| ● | EU Regulation No. 1139/2018 establishing, for countries that are part of the European Union, common rules in the field of civil aviation, creating the European Aviation Safety Agency (EASA); |
| ● | Law No. 77, enacted on July 17, 2020, extended the term under the Italian Concessions Agreements for two additional years. |
Powers Reserved to the Italian Government with Respect to Strategic Transport Assets
Under Italian law, certain companies operating in sectors deemed of strategic importance, including transport infrastructure, are subject to special powers of the Italian Government (the so-called “Golden Powers”) pursuant to Law Decree No. 21/2012 and related regulations.
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Airports designated as assets of national interest are considered strategic assets for these purposes. As a result, TA, which operates the Pisa and Florence airports, is subject to this regulatory framework.
Under the Golden Powers regime, the Italian Government may, subject to specific procedures and conditions, impose requirements on or, in limited circumstances, veto certain resolutions, transactions or acquisitions involving companies that own strategic transport assets, where such actions are deemed to pose a serious threat to public safety, the continuity of essential services or national interests. These powers may apply, among other things, to certain changes in ownership or control, extraordinary corporate transactions or acquisitions by non-European Union investors.
The exercise of Golden Powers could restrict or delay certain corporate actions, transactions or strategic initiatives involving TA or its shareholders, including mergers, asset sales, financings or changes of control, and could limit our ability, as TA’s shareholder, to fully realize the expected benefits of such transactions.
As of the date of this annual report, the Italian Government has not exercised its Golden Powers in a manner that has had a material adverse effect on our operations or financial condition. However, there can be no assurance that the Italian Government will not exercise such powers in the future, which could have a material adverse effect on our business, financial condition or results of operations. See “Item 3. Key Information—Risk Factors—Risks Related to Italy.”
If the Prime Minister’s Office exercises its power to impose conditions, in the event of breach or violation of such conditions, the voting rights or rights other than ownership of the shares which represent a significant shareholding are suspended for the entire period that the breach or violation continues. Any resolutions adopted with the deciding vote of such shares and the resolutions and acts adopted in violation or in breach of the imposed conditions, are null and void. A buyer that fails to comply with the imposed conditions, unless the act constitutes a criminal offense, is subject to a monetary administrative fine up to twice the value of the transaction and, in any event, no less than 1% of the total revenues realized in the last financial year for which a financial statement has been approved (Article 8, Presidential Decree No. 86/2014).
Governmental Authorities
Transport Regulatory Authority (Autorità di Regolazione dei Trasporti)
The Transport Regulatory Authority (“TRA”) was established pursuant to Article 37 of Decree-Law No. 6 December 2011, No. 201 (converted into law, with modifications, by Law No. 214 of December 22, 2011).
It is responsible for regulation in the transport sector and access to its infrastructure and ancillary services. Among its tasks are also the definition of the quality levels of transport services and the minimum content of the rights that users can claim against the operators.
In the airport sector, the TRA undertakes supervisory duties (Article 71 et seq., Decree-Law No. 1/2012), approving the airport regulatory system and the amount of airport charges.
ENAC
ENAC was established on July 25, 1997, under Legislative Decree No. 250/97 as the national authority committed to oversee the technical regulation, oversight and control of civil aviation.
ENAC is responsible for many aspects of the civil aviation regulation including the control and vigilance of the application of the regulatory regimes, and the regulation of the administrative and economic aspects of the air transport system.
Other aspects of the aviation sector that fall within the institutional mandate of ENAC include safety, security control and enforcement of international law, and guaranteeing the quality of the services provided to the user and the protection of the rights of the passenger.
The Pisa Concession Agreement
With the Inter-managerial Decree (decreto interdirigenziale) No. 002/2004, the Pisa Airport was assigned to ENAC. After a temporary concession which started in 2001, the current concession for Pisa Airport (“Pisa Concession”) was approved on December 7, 2006, with the Inter-Ministerial Decree issued by the Ministry of Transportation, the Ministry of the Economy and the Ministry of Defense.
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On October 9, 2015, ENAC and TA entered into an operating agreement (contratto di programma) in order to define TA’s obligations with respect to (i) airport traffic level forecasts, (ii) new construction and extraordinary maintenance works, (iii) the quality levels with respect to environmental protection, (iv) the status of TA’s performance of the obligations arising under the relevant operating agreement for TA’s four-year intervention plan, as well as its quality and environmental protection plan and (v) the fines that would apply to TA in the case of delay in carrying out its obligations arising under the operating agreement, or failure to fulfill such obligations.
Obligations Assumed by TA as Concessionaire
Under the terms of the Pisa Concession Agreement, TA is responsible for developing, managing, exploiting, operating and maintaining Pisa Airport, which includes, inter alia, the performance of the following obligations and activities:
| ● | paying the annual concession fee; |
| ● | performing the works provided by the plan of works (programma d’intervento) and the ordinary and extraordinary maintenance works; |
| ● | entering into an operating agreement (contratto di programma) with ENAC; |
| ● | adopting all appropriate measures in favor of the neighboring territorial communities and their security; |
| ● | organizing and managing the airport business, ensuring the optimal use of available resources for the purpose of providing an adequate level of services and activities, to be carried out in compliance with the principles of security, efficiency, cost effectiveness and environmental protection; |
| ● | providing its services under conditions of continuity and regularity, in compliance with the impartiality principle and in accordance with the applicable non-discrimination rules; |
| ● | obtaining prior authorization from ENAC to appoint sub concessionaires to carry out airport activities and to give prior written communication to ENAC of the sub concession of other activities (e.g., commercial activities), in any case ensuring that the relative third-party sub concessionaires obtain insurance policies to cover the risks related to their respective activities; |
| ● | providing all of the necessary support for the relevant public administrations to carry out their emergency and health services within the context of the airport business and management; |
| ● | adopting all necessary measures to ensure the provision of the fire-fighting service; |
| ● | ensuring the carrying out of airport security control services; |
| ● | complying with the relevant obligations provided under the applicable framework and periodically communicating data on the quality of offered services to ENAC; |
| ● | preparing and presenting to ENAC a report on the implementation status of the operations program and related investment plan; and |
| ● | guaranteeing the suitability of the standards of offered services. |
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Fees
The table below sets forth the maximum amounts that we were permitted to collect as of January 2025, under the Pisa Concession:
| 2025(1) |
| |
(in Euros) |
| ||
Takeoff/Landing |
| | |
Landing and take offs (< 25 t) |
| 2.34 | |
Landing and take offs (> 25 t (each subsequent ton)) |
| 3.23 | |
Parking (per hour or fraction besides the first two hours) |
| 0.27 | |
Cargo embarking/ Disembarking |
| 0.0238 | |
Check-in desks |
| 1.45 | |
Assets for exclusive use/offices |
| 66.35 | |
Fueling |
| 0.0057 | |
Passengers charges (EU adult) |
| 5.98 | |
Passengers charges (EU child) |
| 2.99 | |
Passengers charges (EXTRA EU, adult) |
| 6.86 | |
Passengers charges (EXTRA EU, child) |
| 3.43 | |
Body Check & Hand Baggage Security |
| 2.25 | |
Hold Baggage Security |
| 0.73 | |
Deicing |
| 0.13 | |
Loading bridge (till 1 hour) |
| 85.88 | |
Loading bridge (after the 1st hour) |
| 171.76 | |
Assets for exclusive use-offices |
| 199.06 | |
Assets for exclusive use – technical operating room |
| 66.35 | |
Assets for exclusive use – airside areas |
| 19.91 | |
PRM |
| 1.00 | (2) |
(1) | These tariffs were approved by the Italian Regulatory Transport Authority through regulation No. Prot.N.0135439/2024 dated December 23, 2024. |
(2) | Effective as of May 28, 2025. |
Concession Fees
As consideration for the airport concession granted by ENAC, TA is required to pay annual fees to be determined by the Ministry of Finance and the Ministry of Infrastructure and Transport pursuant to Law No. 662/1996.
Canon payments are to be made in two separate installments, the first one to be made each July 31 and the second one each January 31 of each year during the concession agreement. The following year, each payment shall be equivalent to 50% of the annual canon payments. The value of the minimum canon is adjusted on an annual basis according to inflation. For the year ended December 31, 2025, TA paid an annual canon equal to €4.2 million under the Pisa Airport Concession Agreement.
The fees are established by Inter-managerial Decree (decreto interdirigenziale) dated June 30, 2003, which provides the adoption of a workload unit criterion, where each unit corresponds to one passenger or 100 kg of goods or post.
Revenue
Under the terms of the Pisa Concession Agreement, TA is entitled to collect, inter alia:
| ● | the aeronautical, commercial and cargo revenue related to services rendered at Pisa Airport; |
| ● | the embarkation and debarkation charges on transported goods; and |
| ● | the fees for security control services. |
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Investment Plan
Under the terms of Pisa Concession Agreement, TA is required to present a long-term master plan for each individual airport. The master plan projections (including traffic, operating expenses, investment commitments, etc.) are used by ENAC to determine airport tariffs and are revised every four years. Once approved by ENAC, the investment commitments in the master plan become binding obligations under the terms of the respective concession. On October 24, 2017, ENAC approved and signed our 2015-2028 master plan for Pisa Airport.
Guarantees
Under the Pisa Concession Agreement and for the purpose of securing its performance obligations, TA is required to provide a bank guarantee (fideiussione bancaria) and/or insurance policy for an amount equal to a yearly concession fee (to be updated on the basis of the yearly recalculations of the concession fee). TA currently has an aggregate of €2.8 million in guarantees outstanding for both the Pisa Concession and the Florence Concession.
On the expiration, revocation or termination of the Pisa Concession Agreement, ENAC shall authorize TA to release the security following an assessment concerning the fulfilment of TA’s obligations and ascertaining that no legal proceedings are in place due to actions or omissions attributable to TA.
ENAC may proceed, without prior formal notice or filing before the courts, to draw on the security should TA fail to pay the yearly concession fee. ENAC may also enforce such guarantee in payment of damages incurred as a result of TA’s actions.
Insurance
Under the Pisa Concession Agreement, TA shall obtain an insurance policy, for an amount to be determined in agreement with ENAC, in order to cover a series of risks related to the assets used either directly or indirectly in the airport management business (e.g., fires, aircraft crashes, damages due to transported goods, machinery or natural events). The relevant policy must provide that ENAC shall be named as a loss payee under such policy, and only upon prior authorization from ENAC may the relevant payment be made to TA (in this case, TA being responsible for the relevant damages).
Furthermore, TA is also required to obtain an insurance policy to cover the risks connected to the performance of its business and damages that may be incurred by public administrations and entities and/or third parties present in the Pisa Airport.
In order to comply with regulatory and/or security requirements, ENAC may give directions to TA concerning the insurance policy to be obtained, including the extension of the covered risks.
Termination, Revocation and Forfeiture
The Pisa Concession Agreement will expire on December 7, 2048.
Termination upon Breach by TA
If ENAC determines that TA is in breach of the relevant provisions of the Italian Navigation Code or of the Pisa Concession Agreement, TA shall be liable for the payment of a penalty equal to 20% of the annual concession fee (in any case, not less than €50,000). If TA repeats a breach of the same nature within a period of two years, the relative penalty shall amount to 40.0% of the annual concession fee (in any case, not less than €100,000). In instances of multiple violations within the period of two years, the penalty shall be equal to 70.0% of the annual concession fee (in any case, to a sum not less than €170,000). The above-mentioned penalty shall also be applied should TA fail to deliver the required plans and programs or not achieve the relevant quality objectives within the provided deadlines.
If TA breaches any of the relevant provisions concerning security, the penalty shall amount to 30% of the annual concession fee (in any case, not less than €75,000) and if a violation of the same nature be repeated within a period of two years, 60.0% of the annual concession fee (in any case, not less than €150,000).
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Revocation and Forfeiture
The Pisa Concession Agreement provides that, in the event needs of public interest arise, TA may request that the Pisa Concession be revoked, at which time TA will assume the burden of making all compensatory payments to be determined with the relevant third parties and after consulting ENAC.
The concession granted may be forfeited before its expiration date upon the occurrence of specified events of default, as provided under the Pisa Concession, including: (i) prevailing reasons of public interest; (ii) serious and repeated violations of the Italian navigation code or the Pisa Concession Agreement; (iii) a breach of the security regulations or the loss of requirements for certification as provided under the relevant ENAC regulations for the construction and operation of airports; (iv) a failure to implement the operations program and investment plan; (v) events that indicate that TA is no longer capable of operating the Pisa Airport; (vi) over 12 month delays in payment of the applicable concession fee; or (vii) a TA bankruptcy.
If the Pisa Concession is revoked before its expiration, whether through a forfeiture or termination due to an event of default, ENAC shall regain the rights over the assets which were assigned to TA.
For the projects which it has financed, TA shall have the right to an indemnity which shall not exceed the value of the relevant project at the moment of revocation minus any amortizations. In any case, TA shall be liable for any damages that derive from its actions or omissions and, in the event of forfeiture of the Pisa Concession, TA shall have no right to reimbursement for the completed works or for the costs it may have incurred.
Governing Law
The Pisa Concession Agreement is governed by the laws of Italy.
Dispute Resolution
Under the Pisa Concession Agreement, ENAC and TA may elect to have a dispute concerning the Pisa Concession Agreement be decided by an arbitration panel, without prejudice to their right to file their claims before the competent courts. The arbitration panel shall be composed of three members, of which TA and ENAC may appoint one each and the chairman being appointed by the two selected by TA and ENAC. Should the two arbiters fail to reach an agreement on the appointment of the chairman of the panel, the relative appointment shall be made by the chairman of the Italian State Council (Consiglio di Stato). ENAC has no liability in the disputes between or among TA, sub concessionaires and third parties that arise in relation to the Pisa Concession Agreement.
The Florence Concession Agreement
After a temporary three-year concession which started in 2001, the concession for the Florence Airport was approved on March 11, 2003, with the Inter-Ministerial Decree issued by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance (the “Florence Concession Agreement” and jointly with the Pisa Concession Agreement, the “Italian Concession Agreements”).
In order to meet the urgent need to implement the relevant legal framework, the above-mentioned Inter-Ministerial Decree provided the extension of the duration of the Florence Concession Agreement to 40 years.
On October 9, 2015, ENAC and TA entered into an operating agreement (contratto di programma) in order to define TA’s obligations with respect to (i) airport traffic level forecasts; (ii) new construction and extraordinary maintenance works; (iii) the quality levels with respect to environmental protection; (iv) the status of TA’s performance of the obligations arising under the relevant operating agreement for TA’s four-year intervention plan, as well as its quality and environmental protection plan; and (v) the fines that would apply to TA in the case of delay in carrying out its obligations arising under the operating agreement, or failure to fulfill such obligations.
Obligations Assumed by TA as Concessionaire
Under the terms of the Florence Concession Agreement, TA is responsible for developing, managing, exploiting, operating and maintaining the Florence Airport, which includes the performance of the following obligations and activities:
| ● | paying the annual concession fee; |
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| ● | performing the works provided by the plan of works (programma d’intervento) and the ordinary and extraordinary maintenance works; |
| ● | entering into an operating agreement (contratto di programma) with ENAC; |
| ● | adopting all appropriate measures in favor of the neighboring territorial communities and their security; |
| ● | organizing and managing the airport business, ensuring the optimal use of available resources for the purpose of providing an adequate level of services and activities, to be carried out in compliance with the principles of security, efficiency, cost effectiveness and environmental protection; |
| ● | providing its services under conditions of continuity and regularity, in compliance with the impartiality principle and in accordance with the applicable non-discrimination rules; |
| ● | obtaining prior authorization from ENAC to appoint sub concessionaires to carry out airport activities and to give prior written communication to ENAC of the sub concession of other activities (e.g., commercial activities), in any case ensuring that the relative third-party sub concessionaires obtain insurance policies to cover the risks related to their respective activities; |
| ● | providing all of the necessary support for the relevant public administrations to carry out their emergency and health services within the context of the airport business and management; |
| ● | adopting all necessary measures to ensure the provision of the fire-fighting service; |
| ● | ensuring the carrying out of airport security control services; |
| ● | complying with the relevant obligations provided under the applicable framework and periodically communicating data on the quality of offered services to ENAC; |
| ● | preparing and presenting to ENAC a report on the implementation status of the operations program and related investment plan; and |
| ● | guaranteeing the suitability of the standards of offered services. |
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Fees
The table below sets forth the maximum amounts that we were permitted to collect as of January 1, 2025, under the Florence Concession Agreement:
| 2025 |
| |
(in Euros) |
| ||
Landing and takeoff fees (from 1 ton to 25 ton) |
| 4.80 | |
Landing and takeoff fees (each subsequent ton) |
| 6.44 | |
Aircraft parking (per hour or fraction after first two hours) |
| 0.22 | |
Passengers charges (EU adult) |
| 11.05 | |
Passengers charges (EXTRA EU adult) |
| 13.39 | |
Passengers charges (intra EU flights, child) |
| 5.53 | |
Passengers charges (EXTRA EU, child) |
| 6.69 | |
Cargo embarking/disembarking charges |
| 0.246 | |
Body check and hand baggage security |
| 1.73 | |
Hold baggage security |
| 0.99 | |
PRM |
| 1.05 | (2) |
Assets for exclusive use – offices |
| 266.80 | |
Assets for exclusive use -technical operating room |
| 53.36 | |
Assets for exclusive use – air side areas |
| 21.37 | |
Assets for exclusive use – offices fueler |
| 257.54 | |
Assets for exclusive use - Technical operating room fueler |
| 51.51 | |
Assets for exclusive use – fueler air side areas |
| 19.53 | |
Assets for exclusive use – self check-in | 355.89 | ||
Check-in desks |
| 3.06 | |
Deicing |
| — | (1) (3) |
| (1) | These tariffs were approved by the Italian Regulatory Transport Authority through regulation No. 0135437/2024 dated December 23, 2024. |
| (2) | Effective as of May 11, 2024. |
| (3) | Will be invoiced based on actual consumption. No fixed fee. |
Concession Fees
As consideration for the airport concession granted by ENAC, TA is required to pay annual fees to be determined pursuant to Law No. 662/1996, which provides that the relevant fees shall be the subject of the joint determination of the Ministry of Finance and the Ministry of Infrastructure and Transport. The fees are established by Inter-managerial Decree (decreto interdirigenziale) dated June 30, 2003, which provides the adoption of a workload unit criterion where each unit corresponds to one passenger or 100 kg of goods or post.
Canon payments are to be made in two separate installments, the first one to be made each July 31 and the second one each January 31 of each year during the concession agreement. The following year, each payment shall be equivalent to 50% of the annual canon payments. The value of the minimum canon is adjusted on an annual basis according to inflation. For the year ended December 31, 2025, TA paid €2.5 million in annual canon under the Florence Concession Agreement.
Revenue
Under the terms of the Florence Concession Agreement, TA is entitled to collect, inter alia:
| ● | the aeronautical, commercial and cargo revenue related to services rendered at Florence Airport; |
| ● | the embarkation and debarkation charges on transported goods; and |
| ● | the fees for security control services. |
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Investment Plan
Under the terms of Florence Concession Agreement, TA is required to present a long-term master plan for each individual airport. The master plan projections (including traffic, operating expenses, investment commitments, etc.) are used by ENAC to determine airport tariffs, and are revised every four years. Once approved by ENAC, the investment commitments in the master plan become binding obligations under the terms of the respective concession.
The initial investment plan for the Florence Airport covered the years 2014-2029. Following the COVID-19 pandemic, TA prepared a project review of the previous master plan, and a proposal for the 2035 TA Master Plan was defined. In October 2022, TA initiated a public debate process as required under the new applicable law (D. Lgs 50/2016, D.P.C.M. 76/2018). This process was completed in February 2023, and in April 2023, TA submitted to ENAC the new 2035 Florence airport master plan. It received the technical approval by ENAC in May 2023, and at the beginning of June 2023, ENAC required the Ministry of Environment to start the new EIA – ESA procedure (a new integrated environmental procedure introduced by law in 2020). The scoping-phase of the EIA – ESA procedure was concluded in December 2023. Between January and March 2024, TA updated the master plan documents in compliance with the observations expressed by the Environmental Ministry at the end of the previous Scoping phase and, in May 2024, ENAC required the Ministry to start the second phase (so called integrated assessment) of the EIA-ESA procedure. In July-August 2024, ENAC received from the Environmental and Culture Ministries a request for integration of the analyzed documents. At the end of November, ENAC submitted the additional documents. In mid-November 2025, the Ministry of the Environment, in agreement with the Ministry of Culture, issued the VIA-VAS Decree, expressing a positive opinion and outlining specific environmental conditions.
ENAC will ask the Ministry of Infrastructure to start the authorization process for the assessment of urban planning compliance. The procedure is expected to be completed by the end of 2026.
Guarantees
Under the Florence Concession Agreement and to secure its performance obligations thereunder, TA is required to provide a bank guarantee (fideiussione bancaria) and/or insurance policy for an amount equal to a yearly concession fee (to be updated on the basis of the yearly recalculations of the concession fee). TA currently has an aggregate of €2.8 million in guarantees outstanding for both the Pisa Concession and the Florence Concession. On the expiration, revocation or termination of the Florence Concession Agreement, ENAC shall authorize TA to release the security following a determination that TA has fulfilled its obligations thereunder and a determination that no legal proceedings are in place due to actions or omissions attributable to TA.
ENAC may proceed, without prior formal notice or filing before the courts, to withdraw the amount of the security should TA fail to pay a yearly concession fee. ENAC may also enforce such guarantee in payment of damages incurred as a result of TA’s actions.
Insurance
Under the Florence Concession Agreement, TA shall obtain an insurance policy, for an amount to be determined in agreement with ENAC, in order to cover a series of risks related to the assets used either directly or indirectly in the airport management business (e.g., fires, aircraft crashes, damages due to transported goods, machinery or natural events). The relevant policy must provide that ENAC shall be named as a loss payee under such policy, and only upon prior authorization from ENAC may the relevant payment be made to TA (in this case, TA being responsible for the reparation of the relevant damages).
Furthermore, TA is also required to obtain an insurance policy to cover the risks connected to the carrying out of its business and damages that may be incurred by public administrations and entities and/or third parties present in the Florence Airport.
Termination, Revocation and Forfeiture
The Florence Concession Agreement will expire on February 10, 2045.
Revocation and Forfeiture
Pursuant to Article 2 of the Florence Concession Agreement, as necessary for public interest, TA may revoke the Florence Concession Agreement, at which time TA will assume the burden of making all compensatory payments to be determined with the relevant third parties and after consultation with ENAC.
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The concession granted may be revoked before its expiration date upon the occurrence of specific events of default, and the Florence Concession Agreement shall be forfeited by TA (and ENAC shall proceed to appoint an officer for the management of the airport) upon the occurrence of the following: (i) the instances provided under the Italian Navigation Code; (ii) serious and breach of the security regulations; (iii) a failure to implement the operations program and investment plan; and (iv) events that indicate that TA is no longer capable of operating the Florence Airport. Furthermore, the Florence Concession Agreement may be automatically forfeited should TA fail to pay the relevant concession fee for a period exceeding 12 months from the provided due date or in the instance of TA being declared bankrupt.
In the instance of forfeiture, ENAC shall regain the rights over the assets which were assigned to TA and shall appoint an officer for the management of the airport. Moreover, TA shall have no right to reimbursement neither for the carried out works nor for the costs it may have incurred in the event of forfeiture.
Should ENAC not determine that a declaration of forfeiture is necessary, the same authority may impose a fine in relation to TA for the payment of a sum equal to a maximum of 50% of the concession fee, plus the payment of security and control costs.
Governing Law
The Florence Concession Agreement is governed by the laws of Italy.
Dispute Resolution
Under the Florence Concession Agreement, ENAC and TA may elect to have a dispute concerning the Florence Concession Agreement be decided by an arbitration panel, without prejudice to their right to file their claims before the competent courts. The arbitration panel shall be composed of three members, of which TA and ENAC may appoint one each with the chairman being appointed by the two selected by TA and ENAC. Should the two arbiters fail to reach an agreement on the appointment of the chairman of the panel, the relative appointment shall be made by the chairman of the Italian State Council (Consiglio di Stato).
ENAC has no liability in the disputes between TA, sub-concessionaires and third parties that arise in relation to the Florence Concession Agreement.
Brazil
Sources of Regulation
The Brazilian Federal Constitution provides that the Brazilian Government shall, directly or by concessions, authorizations or permissions, explore air and space navigation and all airports’ infrastructures.
In 1997, Federal Law No. 9,491/1997 was enacted and created the National Privatization Program (Programa Nacional de Desestatização) which established the framework for privatizations in Brazil. Since the enactment of the National Privatization Program, the Brazilian privatization process has undergone constant change as economic and political realities shifted.
Starting in 2010, upon the enactment of Presidential Decrees Nos. 7,205/2010, 7,531/2011, 7,896/2013 and 8,517/2015, the following airports were included in the National Privatization Program and began to be operated by third parties under concession agreements: Natal–Aluízio Alves; São Paulo–Guarulhos; Campinas–Viracopos; Brasilia–Juscelino Kubitschek; Rio de Janeiro–Galeão; Cofins–Tancredo Neves; Porto Alegre–Salgado Filho; Salvador–Luís Eduardo Magalhães; Florianópolis–Hercílio Luz; and Fortaleza–Pinto Martíns.
Although currently Infraero has responsibility to manage, directly or through concession agreements with third parties, a substantial portion of the Brazilian medium and large airport infrastructure, Brazilian laws provide that the Brazilian ANAC has responsibility for creating a standard model for concessions for airport infrastructure and authority to enter into the relevant concession agreements. The Brazilian ANAC was established in 2005 pursuant to Federal Law No. 11,182/2005 that integrates the Federal Public Administration, and since 2016, the Ministry of Transport, Ports and Civil Aviation has been responsible for the regulation and inspection of the civil aviation in Brazil. Notwithstanding the recent privatization of airports in Brazil, the privatization and concession models vary considerably and no definitive privatization standard for airport concessions has been defined by the relevant governmental authorities.
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Regulatory developments
Certain rules have changed the regulation of the airport industry and may be applied to the concessions if requested by the relevant concessionaire.
| ● | On March 29, 2017, Directive No. 135 of the Ministry of Transport, Ports and Civil Aviation was enacted and established the terms and conditions in connection with the re-profiling of the fixed grant (concession fee) payments related to the concession agreements that have been executed prior to December 31, 2016. |
| ● | On April 7, 2017, Directive No. 143 of the Ministry of Transport, Ports and Civil Aviation was enacted and established the possibility of commercial agreements being executed with a term of effectiveness that exceeds the term of the concessions. |
| ● | On May 19, 2017, in order to further the implementation of Directive No. 135, Provisional Executive Order No. 779/2017 was published and provided for the conditions for amendments to the concession agreements executed prior to December 31, 2016, in connection with the re-profiling of the fixed grant (concession fee) payments related to the concession agreements. This Provisional Executive Order is still pending approval by the Brazilian Congress. This Provisional Executive Order was later approved by the Brazilian Congress and became Federal Law No. 13,499/2017. |
| ● | On June 25, 2017, Federal Law No. 13,448/2017 was published and brought new alternative solutions for ongoing concessions. Among such solutions is the re-tendering of concession projects, including public private partnerships (“PPPs”). Additionally, such Federal Law sets forth that Brazilian Concession Agreements between the Brazilian Government and concessionaires may be formally amended to contain an arbitration clause permitting resolution of specific claims permitted by law through arbitration. The relevant concessionaire will be required to deposit in advance the costs and expenses of the arbitration, but the final arbitral award may rule that the Brazilian Government shall reimburse the concessionaire for such costs and expenses. |
| ● | On August 6, 2019, Decree No. 9.957/2019 was published. It regulates the procedure for re-tendering of concession projects, including PPPs in the roads, rail and airport sectors covered by Federal Law No. 13,448/2017. |
| ● | On August 5, 2020, due to the financial impact caused by the COVID-19 pandemic, federal law No. 14,034 was published, amending federal law 13,499, dated October 26, 2017, allowing the deferral on payment of the concession fee. |
| ● | On October 20, 2020, Directive No. 157 of the Ministry of Infrastructure was enacted and established the terms and conditions for the re-profiling of the fixed grant (concession fee) payments due in 2020. |
| ● | On December 3, 2021, Directive No. 139 of the Ministry of Infrastructure was enacted and established the terms and conditions for the re-profiling of the fixed grant (concession fee) payments due in 2021. |
| ● | On June 14, 2022, Law No. 14,368 revoked provisions of various laws, and established that as of January 1, 2023, contributions to the National Civil Aviation Fund will not be due by airport concessionaries. |
| ● | On September 19, 2024, Ministry of Ports and Airports (MPOR) published, Ordinance No. 443, which establishes guidelines, requirements and procedures for the admissibility of consensual solutions and prevention of conflicts in concession and lease contracts under its jurisdiction. |
On September 12, 2023, a contract between the new concessionaire and ANAC was executed. On December 27, 2023, the budget required for the indemnification payment by the Government was approved by the National Congress and sanctioned by the President of Brazil, determining the final gross indemnification in the amount of R$609.5 million. On December 29, 2023, the Brazilian Government made a partial payment deducting all the obligations related to fixed and variable concession fees (a total net payment of R$199.7 million equivalent to U.S.$41.3 million). This payment extinguished all concession fee obligations maintained by ICASGA, while a residual indemnification balance remained subject to final determination. On January 5, 2024, an additional amount was collected in connection with this compensation, with the residual portion still pending calculation.
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Natal Concession Agreement
After the end of operations at Natal Airport, ACI do Brasil and ANAC reached a final consensus on the residual compensation amount. ACI do Brasil awaits payment of the residual value still to be paid by the Federal Government.
The Natal Concession Agreement was awarded to ICASGA in August 2011 and became effective in January 2012 for an initial term of 28 years. In March 2020, ICASGA requested the commencement of the re-bidding process under Brazilian law, and in November 2020 an amendment governing such process was executed with ANAC. The airport was re-tendered in May 2023 and awarded to Zurich Airports, with the new concession agreement executed in September 2023. In December 2023, the Brazilian Government approved and paid the indemnification owed to ICASGA, which was fully collected in January 2024, extinguishing all obligations under the Natal Concession Agreement.
Brasilia Concession Agreement
The concession agreement for the construction, operation and maintenance of the Brasilia Airport (“Brasilia Concession Agreement”) was awarded in February 2012 to ICAB and became effective on July 24, 2012. The initial term of the Brasilia Concession Agreement is for 25 years and can be extended for an additional 5 years, if necessary, to reestablish economic equilibrium.
The Natal Concession Agreement and the Brasilia Concession Agreement are collectively referred to in this annual report as the “Brazilian Concession Agreements.”
Material Terms and Conditions of the Brazilian Concession Agreements
Under the Brasilia Concession Agreement, ICAB shall be responsible for (i) managing the expansion of Brasilia Airport to provide adequate infrastructure and improve its service level; and (ii) maintaining and operating Brasilia Airport in accordance with certain parameters provided for under Annex 2 of the Brasilia Concession Agreement (the “Brasilia Airport Development Plan”).
During the term of the Brasilia Concession Agreement, ICAB shall be responsible for, among other things:
| ● | providing adequate service to passengers and users of the airport, as defined in Article 6 of Federal Law No. 8.987/95 (the “Brazilian Concessions Law”), using all means and resources available, including, but not limited to, making any necessary investments to expand airport operations to sustain the required service levels, based on the existing demand and the provisions set forth in the Brasilia Airport Development Plan; |
| ● | implementing services and management programs, and offering training programs to its employees for purposes of improving services and the convenience of users in order to meet the requirements set forth in the Brasilia Airport Development Plan; |
| ● | providing proper service (according to what the Brasilia Airport Development Plan defines as regular, continuous, efficient, safe, up to date, broad and courteous service), at a fair price, to the general public and airport customers; |
| ● | performing all services, controls and activities related to the concession agreement, with due care and diligence, employing the best available practices in every task performed; |
| ● | presenting the Brazilian ANAC with an Infrastructure management plan every five years and an annual Service Quality Plan during the term of the ICAB Concession Agreement; |
| ● | submitting to the approval of the Brazilian ANAC any proposal for the implementation of service improvements and new technologies, as provided for under the Brasilia Concession Agreement and applicable regulations; |
| ● | developing and implementing plans for dealing with emergencies at the airports, maintaining, for such purposes, human resources and materials required by industry regulations and the Brasilia Airport Development Plan; and |
| ● | meeting minimum corporate capital requirements with respect to ICAB that is, a minimum subscribed and paid-in corporate capital in the amount of R$243.3 million. |
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Concession Fees
Annual Fixed Payment
Under the Natal Concession Agreement, ICASGA was required to pay the Brazilian ANAC an annual fixed payment adjusted based on the base interest rate of the Central Bank of Brazil in the amount R$6.8 million for the years 2020 to 2032, and R$9.7 million for the years 2033 to 2040. Due to the re-bidding process, since 2021 ICASGA was authorized to defer payment of the concession fee owed to the Brazilian ANAC. On December 29, 2023, such deferred amounts, liquid credits with economic-financial rebalancing (R$87 million equivalent to U.S.$18.0 million), were discounted from government payments in the amount R$287 million (equivalent to U.S.$59.3 million) as compensation for ICASGA.
In December 2023, ICASGA received a gross indemnification in the amount of R$609.5 million (equivalent to U.S.$125.9 million). As of December 31, 2023, a net gain of R$825 million (equivalent to U.S.$166.5 million) was recognized mainly due to a gain for the reversal of impairment losses recognized in previous periods over intangible assets of R$514 million (equivalent to U.S.$103.8 million) and other operating income that includes the compensation of intangible assets of R$125 million (equivalent to U.S.$25.2 million) and a net gain from the offset of other assets and liabilities of the concession for a total of R$186 million (equivalent to U.S.$37.5 million).
Throughout these nearly four years of the amicable returning process, Inframerica ensured service excellence and maintained a cooperative and smooth collaboration with all parties involved. All financial commitments were met, and the administrator is expected to transfer the asset in good standing with all its partners and authorities.
The Concessionaire has been internally working with its employees to ensure a termination process that complies with all CLT (Consolidation of Labor Laws).
On December 31, 2023, Inframerica, the prior concessionaire of Natal Airport S.A., was absorbed by ACI do Brasil S.A., a subsidiary of CAAP.
Under the Brasilia Concession Agreement, ICAB is required to pay the Brazilian ANAC an annual fixed payment and a variable payment, both adjusted by the National Consumer Price Inflation Index (Índice Nacional de Preços ao Consumidor Amplo, or “IPCA”). In relation to the annual payment for 2021, the company is still having a judicial discussion to reduce 50% of the amount, reprograming the futures payments from 2030 to 2037). Regarding the 2022 concession fee, a partial payment of R$81.6 million was made through the application of re-equilibrium credits. To pay the remaining amount, on November 21, 2022, ICAB presented to the Ministry of Infrastructure an offer of court payment orders, which is currently still under review. In December 2022, the Ministry issued an official letter confirming that until it issues a final opinion, ICAB is in compliance with its obligations. Regarding the 2023 concession fee, in December 2023, ICAB paid in full the concession fee in the amount of R$352.7 million, of which R$248.2 million was paid in cash while the remaining R$104.5 million was settled through re-equilibrium credits. Regarding the 2024 concession fee, ICAB also fully paid the concession fee of R$369.9 million (equivalent to U.S.$63.4 million), of which R$257.3 million (equivalent to U.S.$44.1 million) was paid in cash, while the remaining R$112.6 million (equivalent to U.S.$19.3 million) was settled through re-equilibrium credits. See “—Our Airports by Country in Which We Operate—Brazil—Brazilian Concession Agreements Key Terms” for more information on the suspension of the fixed contribution.
In 2024, there was a significant change in the methodology to determine the economic-financial re-equilibrium. The previous methodology was based on the difference between the estimated operational cash flow (pre-Covid-19 scenario) and the actual cash flow (post-Covid-19 scenario), calculated based on EBITDA. The new methodology focuses on the difference in the number of passengers processed at the airport between the pre- and post-Covid-19 scenarios. The re-equilibrium is calculated based on the EBITDA of the factual scenario, considering some adjustments required by ANAC. This “EBITDA/Pax” indicator is then multiplied by the observed difference in passenger numbers, resulting in the rebalancing amount. This change has brought simplification and greater predictability to the re-equilibrium calculation, with an amendment ensuring its continuity for the coming years until the actual demand reaches the demand projected by ANAC for the pre-COVID scenario of the year 2023.
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On December 10, 2025, ICAB was informed by ANAC of the suspension of the enforceability of the of the 2025 fixed concession fee, in the amount of R$386.4 million (equivalent to U.S.$70.2 million), as a result of the authorization granted by the SAC, within the scope of the contractual renegotiation process currently under review by the Brazilian Federal Court of Accounts. The suspension will remain valid until the negotiation process is concluded and, while in effect, does not constitute a default. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee.”
Annual Variable Payment
ICAB is also subject to an annual variable payment, equal to: (i) 2% of the perceived annual gross revenues, for annual gross revenue of up to R$925.1 million for the year ended December 31, 2023; plus (ii) 4.5% of the annual gross revenues, including the gross revenue of its wholly-owned subsidiaries, for annual gross revenues above R$925.1 million for the year ended December 31, 2023.
Monthly Payment
Pursuant to the Brasilia Concession Agreement (as amended), ICAB (amendment N° 02/2018) and ICASGA (amendment N° 06/2018) shall also pay a monthly payment equal to 26.4165% of all airport tariffs received by each company. Due to the re-bidding process, since 2021 ICASGA was authorized to defer payment of the concession fee owed to the Brazilian ANAC. Such deferred amounts were discounted from the compensation received from the government.
On June 14, 2022, Law No. 14,368, revoked provisions of various laws and established that as of January 1, 2023, contributions to the National Civil Aviation Fund will not be due by airport concessionaires. Consequently, monthly payments are no longer required since January 1, 2023.
Master Development Program
Under the terms of our Brasilia Concession Agreement, ICAB is required to present a master development program for approval by the Brazilian ANAC every five years. The Brazilian ANAC is the Brazilian Agency created in 2005 that integrates the Federal Public Administration and the Ministry of Transport, Ports and Civil Aviation in Brazil. The Brazilian ANAC is responsible for the regulation and inspection of civil aviation in Brazil, and is responsible for creating the standard model for carriers for airport infrastructure, and is the counterparty for the Brasilia Concession Agreement. The master development program (PGI – Plano de Gestão de Infraestrutura) includes planned investment (including capital expenditures and improvements) of the concession holder for the succeeding 5year period.
The master development plan for Brasilia Airport for the 2018 to 2022 period was approved in 2017. The master development plan must set forth the investments necessary to comply with the dimension/quality parameters established in the Brasilia Concession Agreement (considering the concessionaire’s projections on air traffic growth), as well as any optional investments proposed by ICAB. Once reviewed and approved by the Brazilian ANAC, the investments proposed in the plan become binding commitments under the terms of the Brasilia Concession Agreement. However, ICAB may reduce or otherwise modify any investment in such plan so long as such investment is not related to ICAB’s compliance with the dimension/quality parameters established in the Brasilia Concession Agreement.
On October 24, 2022, a new master development plan for Brasilia Airport with respect to the 2023 to 2027 period was submitted for ANAC’s approval.
Fees
As consideration for the investments and payment obligations assumed by ICAB under the Brazilian Concession Agreements, ICAB is entitled to charge the tariffs (fees contemplated by the Brazilian Concession Agreements and pursuant to applicable law and regulation) and non-tariffs (fees associated with the exploration of other commercial activities) described below:
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Tariffs
ICAB is entitled to charge certain tariffs from users and airlines upon use of services, equipment, facilities and installations available at Brasilia Airports, including:
| ● | departure passenger charges; |
| ● | connection charges |
| ● | landing fees; |
| ● | aircraft parking fees; and |
| ● | cargo fees. |
ICAB is prohibited from charging any tariff not provided for in the Brazilian Concession Agreements, or the applicable law and regulation. In addition, Law 14.034/2020 revoked the FNAC fee as of January 1, 2021.
The tables below set forth the maximum amounts that we were permitted to collect as of July 2025, under the Brasilia Concession Agreement:
Boarding Rate Group I
Nature | | Domestic | | International |
Concessionaire |
| 32.87 |
| 71.1254.77 |
Connection Rate
Domestic (R$/passenger) | | International (R$/passenger) |
15.14 |
| 15.14 |
Landing Fee Group I
Domestic (R$/Ton) Final | | International (R$/Ton) Final |
10.2895 |
| 27.4327 |
Rate of Permanence of the Group I
| Domestic | | International | |
(R$) | (R$) | |||
Rate of Permanence | Final | Final | ||
Maneuver Patio (PPM) |
| 2.0330 |
| 5.4768 |
Long Stay Patio (PPE) |
| 0.4316 |
| 1.1150 |
Adjustment
Tariffs shall be adjusted annually by IPCA, upon the application of a specific formula that considers the IPCA and the effects of the Q and X Factors, as defined in the Brazilian Concession Agreements. The Brazilian ANAC adopted Factor X as a mechanism to measure positive and negative productivity and efficiency variations and Factor Q as a mechanism to verify compliance with service levels.
Non-Regulated Revenue
Pursuant to the Brazilian Concession Agreements, ICAB may engage in commercial activities that generate non-regulated revenues, as provided under the relevant airport master plan, directly, through subsidiaries or through lease contracts with third parties.
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The following airport-related commercial activities are authorized:
| ● | ground handling, catering and fueling; |
| ● | retail, duty free, food and beverage, banking services, lottery and vending machines; |
| ● | rental of office spaces, warehouses and export processing areas; |
| ● | car rental, parking, hotels and meeting rooms; and |
| ● | hotel transfers, city tour and telecommunication services. |
Review of the Concession Parameters
The review of the parameters of the Brazilian Concession Agreements shall be conducted every five years during the concession period and involves the determination of service quality indicators, the methodology of calculation of factors X, Q and the discount rate considered in the calculation of the marginal cash flow used in determining extraordinary reviews.
Extraordinary Review
The extraordinary review is intended to restore the economic and financial equilibrium of the Brazilian Concession Agreements when costs, revenues or gains of ICAB are unbalanced as a result of events with respect to which the Brazilian ANAC is required to bear the risk (e.g., changes in airport security requirements, change in certain rules and regulations, and the existence of archeological sites in the airport area).
In addition, the Brasilia Airport may make a request for the restoration of economic and financial equilibrium under the Brazilian Concession Agreements if government entities do not complete the works required under the concession tender documents. A request for the restoration of equilibrium may also be made if there are latent defects in the then existing infrastructure.
The relevant concessionaire may request an extraordinary review of the Brazilian Concession Agreement to re-establish the economic and financial equilibrium of the concession if one or more events under Section V of the concession agreement occurs. The principal events are the following:
| ● | any changes in any law or rule related to (a) the services that the concessionaire must provide or (b) any security procedure; |
| ● | operational restrictions resulting from any act (or omission thereof) by any governmental body; |
| ● | mandatory changes in tariffs or granting of tariff benefits; |
| ● | changes in the tax regime that causes additional costs for the concessionaire (excluding income tax); and |
| ● | force majeure event. |
The restoration of the economic and financial equilibrium may be implemented by the Brazilian ANAC upon (i) changing the amount of tariffs; (ii) modifying the concession term or ICAB’s obligations; or (iii) adopting other measures it deems appropriate. The review will be based, among others, on the marginal cash flow related to every event generating economic and financial disequilibrium.
In the process of determining the compensation necessary to offset economic and financial changes, the Brazilian ANAC may request documents prepared by independent institutions, the cost of which shall be at ICAB’s expense.
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Guarantees and other Financial Commitments
Performance bond
Under the Brazilian Concession Agreements, the Brazilian concessionaires are required to provide certain performance bonds for some events. Main performance bonds relate to “Phase I-B” and “Phase II” events under the Brazilian Concession Agreements. The current amount of Phase II is R$283.7 million (equivalent to approximately U.S.$51.6 million) in ICAB. The ICAB performance bond was fulfilled through an insurance policy entered into with Fator Insurance Company.
Financial commitments
The Brazilian Concession Agreements are subject to the general provisions set forth under the Brazilian Concessions Law (Federal Law No. 8,987/95), Public Procurements and Administrative Contracts Law (Federal Law No. 8,666/93), as well as MTPA and the Brazilian ANAC regulations.
Pursuant to Article 28 of the Brazilian Concessions Law, the Brazilian concessionaires may provide the rights arising from the concession as collateral for their financing arrangements, up to a limit that does not compromise the operations and continuity of the services provided by the concessionaire.
ICAB has complied with all the minimum financial commitments required under its Brazilian Concession Agreement. Any further investments would only be necessary in the event of increased demand.
Federal Law No. 13,499/17
Federal Law No. 13,499/17 (Provisional Measure MP779) provides that airport concessionaires in Brazil are permitted to prepay the applicable concession fees due by such concessionaire. By prepaying such concession fees, an equal amount of future concession fees is deferred. The deferred amount is adjusted at a rate equal to 6.81% plus inflation (measured by IPCA). We used part of the borrowings under the Banco Santander Bridge Loan Facility to prepay approximately 45% of the concession fees due in 2018 under the Brasilia Concession Agreement. We also prepaid 100% of the concession fees due in 2018 under the Natal Concession Agreement. On December 20, 2017, we entered into amendments of each of the Brasilia Concession Agreement and the Natal Concession Agreement in connection with such prepayments.
Penalties
Operational Intervention
Whenever contractual breaches are deemed to substantially affect the concessionaire’s ability to provide its services as provided for in the Brazilian Concession Agreements, the Brazilian ANAC may temporarily intervene in the operations to guarantee the quality of services and adherence to contractual provisions and regulations.
Termination of the Concessions
The Brazilian Concession Agreements will be deemed terminated upon any of the following events:
| ● | the end of the concession term, as provided for in the relevant Brazilian Concession Agreement; |
| ● | the expropriation of the concession by the Brazilian ANAC for reasons of public interest; |
| ● | forfeiture declaration by the Brazilian ANAC as a result of the breach of material contractual obligations by ICAB pursuant to Article 38 of the Brazilian Concessions Law; |
| ● | termination by a judicial order resulting from an action filed by ICAB based upon the breach of the Brazilian ANAC obligations; |
| ● | the annulment of the Brazilian Concession Agreements by a judicial or administrative order based on the discovery of illegalities or irregularities in the tender documents, in the bid process or in the Brazilian Concession Agreements; or |
| ● | bankruptcy or liquidation of ICAB. |
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Upon termination of the Brazilian Concession Agreements, the Brazilian ANAC may:
| ● | assume the airport services and operations; |
| ● | occupy and use the premises, facilities, equipment, materials and human resources employed in the airport services and operations that are required for the continuity thereof; |
| ● | apply the pertinent penalties, especially those relating to the reversion of assets attached to the concessions in favor of the Brazilian ANAC; and |
| ● | retain and enforce guarantees or collateral to ensure payment of administrative fines and losses caused by the concessionaires. |
The amount of any indemnification payment due to ICAB in the event of the expropriation, or termination by a judicial order, of the relevant concession will include the outstanding balance under the loan agreements entered by ICAB with BNDES and/or CEF. In addition, ICAB is entitled to receive payment for (i) non-amortized investments; and (ii) all applicable demobilization costs, including fines, termination payments and indemnifications due to employees, suppliers and other creditors.
If the Brazilian Concession Agreements are terminated in connection with a forfeiture declaration issued by the Brazilian ANAC, then the amount of the indemnification payment will be limited to the non-amortized amount of assets reverted to the Brazilian Government less the amount of (i) any applicable losses; (ii) fines; and (iii) insurance payments received by ICAB, in connection with the events and circumstances that resulted in the forfeiture declaration. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Brazil—We are in a contractual renegotiation process of the Brazilian Concession Agreement under which we incurred losses due to the accretion of the financial liability recognized as a result of the contractual fixed concession fee.”
Reverted Assets
ICAB is obliged to maintain an updated list of the assets attached to the Brazilian Concession Agreement, which shall be returned to the Brazilian ANAC upon the end of the relevant concession, in adequate working condition, sufficient to ensure the continuity of the airports services and operations for at least two years.
Transfer of control and transfer of concession
The assignment of the concessions and the transfer of direct or indirect corporate control of ICAB depend on the prior and express approval from the Brazilian ANAC. During the first five years of the Brazilian Concession Agreements, the prior and express approval from the Brazilian ANAC will also be required in connection with: (i) transfer of ICAB shares owned by its private shareholder and (ii) changes to ICAB private shareholder ownership structure that do not imply transfer of control.
Penalties
The failure to comply with the Brazilian Concession Agreements, the applicable request for proposal and the rules and regulations issued by the Brazilian ANAC may result in the following penalties to the concessionaires, in addition to any other penalties provided for in the applicable law and regulation:
| ● | warning; |
| ● | fine; |
| ● | temporary suspension of participation in requests for proposals to obtain new concessions or authorizations for the operation of the airport infrastructure as well as restrictions for ICAB to enter into new contracts with the Brazilian Government; and/or |
| ● | forfeiture of the concession. |
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Governing Law and Dispute Resolution
The Brazilian Concession Agreements are governed by the laws of Brazil. Any dispute, controversy or disagreement related to indemnification payments that may be due to a party upon the termination of the Brazilian Concession Agreements, including reverted assets, shall be settled by arbitration, in accordance with the Arbitration Rules of the International Chamber of Commerce, subject to the provisions of Federal Law No. 9,307, of September 23, 1996 (the Brazilian Arbitration Law). The Brazilian courts of the Federal District (Distrito Federal) have jurisdiction to resolve all other disputes related to the Brazilian Concession Agreements.
Uruguay
Sources of Regulation
The following are the main laws and regulations that govern the Uruguayan Concession Agreements:
| ● | Law No. 14,305 (“Uruguayan Aeronautical Code”) as regulated by the Executive Branch Decree No. 39/977. Title V of the Uruguayan Aeronautical Code sets forth the basic framework regarding airports in Uruguay establishing certain requirements that all airports, depending on their classification, have to comply with. |
| ● | Law No. 9,977 which provides that the Dirección Nacional de Aviación e Infraestructura Aeronáutica of Uruguay (“DINACIA”) an agency of the Defense Ministry, is the aeronautical authority having the responsibility of controlling, promoting and managing civil aviation. |
| ● | Executive Branch Decree No. 21/999, which regulates in further detail the responsibilities of DINACIA. |
| ● | Law No. 19,925 which created the National System of International Airports (known as “SINAI,” for its Spanish acronym) for purposes of developing certain airports within the country. This Law granted the Uruguayan Executive Power the authority to modify and supplement existing concessions for the construction, maintenance and exploitation, jointly or separately, of airports within the SINAI. |
The following are the main laws and regulations that govern the Amended Carrasco Concession Agreement and the operation of the Carrasco Airport and the Uruguay New Airports:
| ● | Law No. 17,555 dated September 18, 2002, which authorized the Corporación Nacional para el Desarrollo (“CND”), a state-owned agency created by Law No. 15,785, to incorporate a company with the purpose of managing, exploiting, operating, constructing and maintaining Carrasco Airport. Pursuant to such authorization, in 2003 the Uruguayan Government incorporated Puerta del Sur, and on February 6, 2003, Puerta del Sur entered into the Concession Agreement with the Defense Ministry to manage, exploit, operate, construct and maintain the Carrasco Airport for a 20-year term, extendable up to 30 more years, by paying an annual concession price or fee. |
| ● | Executive Branch Decree No. 376/002, dated September 28, 2002, which includes the Comprehensive Management System (Régimen de Gestión Integral), which regulates Law No. 17,555, and created the Unidad de Control, which acts as Puerta del Sur’s regulator. |
| ● | Executive Branch Decree No. 153/003, dated April 24, 2003, Executive Branch Decree No. 192/003, dated May 20, 2003, and Executive Branch Decree No. 317/003, dated August 13, 2003, which amended the terms of the auction of Puerta del Sur’s shares and certain requirements connected to the Concession Agreement. |
| ● | Resolution No. 284/005 issued by the Defense Ministry, pursuant to which the Defense Ministry approved certain amendments to the Carrasco Concession Agreement. |
| ● | Executive Branch Decree No. 303/005, dated September 13, 2005, Executive Branch Decree No. 469/007, dated December 3, 2007, Executive Branch Decree No. 491/009, dated October 19, 2009, Executive Branch Decree No. 20/012 dated January 27, 2012, Executive Branch Decree No. 148/2014, dated May 26, 2014, Executive Branch Decree No. 62/015, dated February 18, 2015, Executive Branch Decree No. 232/2017 dated August 28, 2017 and Executive Branch Decree No. 31/2018 dated February 2, 2018, all of which updated the tariffs set forth in the Carrasco Concession Agreement. |
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| ● | Executive Branch Decree No. 409/08, which approved the regulations related to the treatment of Carrasco Airport as a “freeport.” |
| ● | Executive Branch Decree No. 229/014, dated August 6, 2014, which amended several aspects of the Carrasco Concession Agreement, providing the extension of the Carrasco Concession Agreement for an additional 10-year term in exchange for (i) payment of a fee of U.S.$20.0 million and an additional fee by Puerta del Sur which will be discussed further on, (ii) the return to the Ministry of Defense of the old Carrasco Airport passengers terminal, and (iii) commitment by Puerta del Sur to perform certain obligations. See “Item 4. Information On The Company —B. Business Overview—Regulatory and Concessions Framework—Uruguay— Amendment to the Carrasco Concession Agreement—Obligations Assumed by Puerta del Sur as Concessionaire.” |
| ● | Resolution No. 27/015, dated March 11, 2015, issued by the Defense Ministry regarding the FBO-VIP zone. |
| ● | Resolution No. 96006, dated November 30, 2020, issued by the Uruguayan executive power, authorized an amendment of the Carrasco Concession Agreement in order to reduce 50% the canon to be paid by Puerta del Sur during the first semester of 2020 as a consequence of COVID-19’s impact. On December 19, 2020, the Ministry of Defense and Puerta del Sure entered into such amendment to the Carrasco Concession Agreement to provide for such canon reduction. |
| ● | Resolution No. 218/021, dated November 5, 2021, issued by the Execute Branch, which amended and extended the Carrasco Concession Agreement for an additional 20-year period, from November 2033 to November 2053 and incorporated the Uruguay New Airports located in the cities of Melo (Cerro Largo, Uruguay), Rivera (Rivera, Uruguay), Durazno (Durazno, Uruguay), Carmelo (Colonia, Uruguay), Paysandú (Paysandú, Uruguay) and Salto (Salto, Uruguay) into the scope of the Carrasco Concession Agreement. |
| ● | Executive Branch Decree No. 104/024, dated April 16, 2024, which provided that Puerta del Sur must make the investment required for the Carrasco Airport to be CAT IIIb, and a new price was created to be charged to the airlines. |
| ● | Executive Branch Decree No. 105/024, dated April 16, 2024, which incorporated a new area in which the old airport terminal is located to the concession area of the Carrasco Airport, and a new fee was created. |
The following are the main regulations that govern the Punta del Este Concession Agreement and the operation of the Punta del Este Airport:
| ● | Law No. 15,637 dated September 28, 1984, which authorizes the Executive Branch to grant concessions of public property to individuals, public or private legal entities, mix ownership companies, allowing the concessionaire to collect fees from the commercial exploitation. |
| ● | Resolution No. 960/993 issued by the Executive Power dated October 23, 1993, which awarded the Public Tender 4/991 for the reconstruction, maintenance and partial operation of the services of the Punta del Este Airport to Consorcio Aeropuertos Internacionales S.A. and authorized the Ministry of Defense to enter into the Punta del Este Concession Agreement with CAISA for a period of 20 years. |
| ● | Resolution No. 1866/001 issued by the Ministry of Defense dated December 14, 2001, which approved the amendment of the terms of the Punta del Este Concession Agreement. |
| ● | Resolution No. 1351/2019 issued by the Executive Power dated March 28, 2019, which approved the amendment of the Punta del Este Concession Agreement, extending its term until March 31, 2033. The amended agreement was executed on June 28, 2019. |
| ● | Resolution No. 97.890 issued by the Executive Power dated April 16, 2024, which approved the amendment of the Punta del Este Concession Agreement, extending its term until October 26, 2043. |
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Governmental Authorities
Role of DINACIA
The former Directorate of Civil Aviation, currently called DINACIA, the Uruguayan aviation authority, was created by the Executive Branch Decree No. 21/999, dated January 26, 1999.
The goal of DINACIA is to implement civil aviation policies in Uruguay, according to current international standards and recommendations, thus monitoring on an ongoing basis operational security, directing, and controlling civil aviation activities. DINACIA is also in charge of the safety, regularity and efficiency of the aeronautical operations and with providing services in accordance with international regulations and requirements in Uruguay.
DINACIA’s rights and obligations with respect to the Carrasco Concession Agreement are set forth under the Concession Agreement and applicable laws. DINACIA also provides the necessary resources for the functioning of the Unidad de Control and administrative support, infrastructure and material resources.
Uruguayan Executive Branch Decree No. 21/999 also regulates DINACIA’s organization and powers, which among others include the following: (i) execute the national aeronautics policies according to current regulations and directives; (ii) direct, coordinate, monitor and evaluate the activities assigned to other departments; (iii) advise, in compliance with current legal standards, in all matters related to civil aviation; (iv) issue, in its capacity as national aeronautical authority certain certificates (Certificados de Explotador Aéreo) to airline companies that must comply with the requirements established in the regulations of civil aviation; (v) issue instructions (Instructivos) to define policies to be developed in the areas of its competence in order to control compliance with all civil aviation activity; and (vi) issue rules (Circulares) regarding airport security and operations. Notwithstanding the foregoing, DINACIA has authority in all matters related to civil aviation and aeronautics, according to national statutes and international treaties.
Countrol Unit (Unidad de Control)
The Unidad de Control was created by Executive Branch Decree No. 376/002 as the responsible body for the supervision and control of the fulfillment of airport concessionaires and the financial, legal, technical and operative supervision of the Uruguayan Concession Agreements. The Unidad de Control’s members inspect both the Carrasco Airport and the Punta del Este Airport regularly.
Under the terms of the Uruguayan Concession Agreements, certain tariffs and charges included in the Uruguayan Concession Agreements require the approval of the Executive Branch. Prices not included in the Carrasco Concession Agreement, applicable to the airlines, require the approval of the Unidad de Control. Other prices must only be notified to the Unidad de Control and they have to be based on market prices and private negotiations.
All disputes arising in connection with the operation or management of an airport must be submitted to the Unidad de Control. The Unidad de Control is the body responsible for suggesting to DINACIA all mitigations and sanctions that could apply in case of breach by the concessionaires of their obligations.
The Unidad de Control also controls compliance with the ICAO rules relating to maintenance and management of all airports, and is responsible for coordinating and controlling all activities related to the emergency plans of the airports.
Resolution No. 193/016 dated April 28, 2016, incorporated rules related to Emergency Plans at airports and Airports Certifications, which must be obtained by Puerta del Sur and CAISA. Before Resolution 193/016, both the Emergency Plan and the Airport Certification were obligations of the State. The completion of the Certification process is long and can last a couple of years.
The Carrasco Concession Agreement
In September 2002, the Uruguayan Government (through Law No. 17,555 and Executive Branch Decree No. 376/02) authorized the CND to incorporate a company with the purpose of “managing, exploiting, operating, constructing and maintaining” the Carrasco Airport. Pursuant to such authorization, in 2003 the CND incorporated Puerta del Sur, which entered into the Carrasco Concession Agreement with the Defense Ministry to operate the Carrasco Airport. The initial term of the Carrasco Concession Agreement was for 20 years commencing in November 2003, which was extended for an additional 10-year period (i.e., until 2033) by Executive Branch Decree No. 229/2014 dated August 6, 2014.
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In August 2003, our wholly-owned subsidiary Cerealsur S.A. acquired 100% of the issued and outstanding shares of Puerta del Sur in a public auction organized by the Uruguayan Government at the Uruguayan Stock Exchange. In November 2003, Puerta del Sur took the effective control of the Carrasco Airport.
In order to meet the operator expertise requirements under the Carrasco Concession Agreement, upon consent of the Executive Branch, Puerta del Sur entered into an operating agreement with Cedicor, with experience in the management and operations of airports around the world, including in Argentina, Ecuador, Peru, Brazil, Italy and Armenia, to manage the Carrasco Airport. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Obligations Assumed by Puerta del Sur as Concessionaire—Airport Operator.”
Amendment to the Carrasco Concession Agreement
On December 18, 2020, the Uruguayan government passed Law No. 19,925 which created the National System of International Airports (known as “SINAI,” for its Spanish acronym) for purposes of developing certain airports within the country. This Law granted the Uruguayan Executive Power the authority to modify and supplement existing concessions for the construction, maintenance and exploitation, jointly or separately, of airports within the SINAI. Under the scope of the SINAI, the Uruguayan Executive Power, through the Ministry of Defense, negotiated with Puerta del Sur the Amended Carrasco Concession Agreement.
The Amended Carrasco Concession Agreement was executed on November 8, 2021 and modified the existing Carrasco Concession Agreement by, among other things, (i) extending the term of the Carrasco Concession Agreement until November 20, 2053, (ii) incorporating into the concession six additional Uruguay New Airports located in Rivera, Salto, Carmelo, Durazno, Melo, Paysandú, and (iii) requiring Puerta del Sur to make capital expenditures in connection with the development of the Uruguay New Airports of U.S.$67 million, in the aggregate, between 2022 and 2028 with respect to the operation of such Uruguay New Airports. Such capital expenditures will need to be completed pursuant to the following investment schedule (“Investment Schedule”), which may be adjusted as a result of force majeure events and certain other particular circumstances: (i) U.S.$13 million during 2022, (ii) U.S.$32 million during 2023, (iii) U.S.$18 million during 2024; and (iv) U.S.$4 million during 2028. Additionally, the scope of works to be performed on the Uruguay New Airports are contemplated in the investment programs (programas de inversion) (“Investment Program”) which include the construction schedule.
Under the Amended Carrasco Concession Agreement, the concession is expected to expire on November 20, 2053.
The operation of the Uruguay New Airports by Puerta del Sur under the Amended Carrasco Concession Agreement started progressively after meeting certain conditions.
The Uruguayan government consented to the amendment by Puerta del Sur of its by-laws to reflect the incorporation of the Uruguay New Airports under the Amended Carrasco Concession Agreement.
The Amended Carrasco Concession Agreement does not change the concession fees that Puerta del Sur must pay. However, passengers departing from and arriving to the Uruguay New Airports will be taken into account for purposes of determining the fees to be actually paid, which depends on passenger traffic.
Obligations Assumed by Puerta del Sur as Concessionaire
Under the terms of the Carrasco Concession Agreement, Puerta del Sur is responsible for developing, managing, exploiting, operating and maintaining the Carrasco Airport, which includes performance of the following activities:
| ● | using Carrasco Airport facilities and the human and material resources associated with the aeronautical and commercial services regulated under the Carrasco Concession Agreement exclusively for such purposes; |
| ● | taking all necessary measures (other than those under the responsibility of the Uruguayan Government) in order for Carrasco Airport to be included in the following categories of the IATA: (a) Category 1 Instrumental; (b) Category 4E regarding the state of the landing strip; (c) Category 9 regarding fire protection; and (d) at least in Category C of IATA; |
| ● | maintaining Carrasco Airport operational 24 hours a day, seven days a week; |
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| ● | complying with applicable security measures required by the ICAO, as well as other measures required by DINACIA; |
| ● | allowing the Uruguayan Government to comply with its duties under the Carrasco Concession Agreement as the regulator of the Carrasco Airport, including the services relating to air police, police enforcement, customs control, immigration, Interpol, meteorology, veterinary and healthcare; |
| ● | keeping and maintaining the facilities received under concession in perfect operating conditions and in full operations (24/7, 365 days a year) and replacing them as deemed necessary in the event of destruction or obsolescence and updating them to reflect the latest technological advances; |
| ● | implementing the necessary measures to ensure freedom of access and nondiscrimination; |
| ● | performing the works required by the Carrasco Concession Agreement. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Obligations Assumed by Puerta del Sur as Concessionaire—Construction of a New Passenger Terminal;” |
| ● | reporting to the relevant authorities any breach of the Carrasco Concession Agreement and those which endanger or may endanger the security of Carrasco Airport, and cooperate with any investigations; |
| ● | maintaining the guarantees and insurance policies valid and current in accordance with the terms of the Carrasco Concession Agreement; |
| ● | reporting to DINACIA, the control entity of Carrasco Airport, any facts affecting the regulated airport activities; |
| ● | paying the concession fee; |
| ● | providing to the Unidad de Control all documents and information necessary to verify compliance with the Carrasco Concession Agreement; |
| ● | permitting DINACIA (without any restrictions) to use a limited space at the Carrasco Airport free of charge, and compensating the Uruguayan Government for the provision of transit, flight protection, radio navigation and communications services; and |
| ● | complying with all the obligations contained in the Comprehensive Management System and all those inherent to a “reasonable” or “diligent” business owner. |
The control of the aeronautical transit, general flight operations and security measures are excluded from the Carrasco Concession Agreement and remain with DINACIA.
The Unidad de Control, an agency that consists of representatives of the Defense Ministry and the Ministries of Economy and Transportation, supervises Puerta del Sur’s compliance with its obligations as concessionaire of Carrasco Airport, and oversees the financial, legal, technical and operative supervision of the concession. Under the terms of the Carrasco Concession Agreement, Puerta del Sur has assumed the obligations described below.
Maintenance and Operation of the Airport Terminal and Uruguay New Airports
Under the Carrasco Concession Agreement, Puerta del Sur is required to take all measures to provide secure, regular, efficient and high-quality services, at the minimum cost to the users of Carrasco Airport and the Uruguay New Airports. Any change in the Carrasco Concession Agreement related to infrastructure, facilities or equipment will require the prior authorization of the Executive Branch.
Under the Carrasco Concession Agreement, Puerta del Sur is responsible for complying with all applicable legal requirements concerning aeronautical, labor, fiscal, customs and other matters related to its activity.
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Airport Operator
Under the Carrasco Concession Agreement, Puerta del Sur is required to engage and maintain an experienced and financially sound airport operator for the airport, who, in turn, is charged with providing advice to Puerta del Sur in the following areas: airplanes, passengers, mailing and cargo.
On February 2, 2017, Puerta del Sur replaced SEA as operator and entered into an operating agreement with Cedicor. Under the terms of the operating agreement between Puerta del Sur and Cedicor, Puerta del Sur pays Cedicor an annual fee of 2.5% of Puerta del Sur’s operating income with a minimum of U.S.$500,000 and a maximum of U.S.$2.0 million per calendar year. On January 17, 2022, Puerta del Sur and Cedicor signed an amendment under which Cedicor agreed to also operate the new airports.
The Carrasco Concession Agreement requires that any entity acting as the operator of Carrasco Airport and/or the new airports must be approved by the Executive Branch and must satisfy the following conditions:
| ● | Technical operational capacity: The operator must have at least eight years’ experience in airport management and operations with, at minimum, 40,000 tons of cargo and 2.4 million passengers per year, as certified by the competent aeronautical authority of the country in which it operates. If the operator is a holding company, the referenced technical capacity will be that of the controlled entity. Cedicor’s technical and operational capacity was certified by the Aeronautical Authority of Guayaquil and approved by Uruguay’s Executive Branch. |
| ● | Financial and economical capacity: The operator must have a minimum operating capital of U.S.$50.0 million in its most recently ended fiscal year, as evidenced by the audited balance sheet and income statement of the operator prepared in accordance with IFRS. Operating capital is calculated as the sum of net worth and short-term and long-term financial debt. |
Puerta del Sur must submit to DINACIA any request seeking the approval of the Executive Branch to approve an entity to become operator of Carrasco Airport. The Executive Branch must approve the proposed operator within 20 days. If denied, Puerta del Sur will have 15 days to respond to any objections. Once approved, the agreement between Puerta del Sur and the operator will be in force during the effective term of the Carrasco Concession Agreement. Any termination of the operating agreement will require the consent of the Uruguayan Government.
If Puerta del Sur elects to replace the airport operator, it must submit to the Uruguayan Government the name of the replacement, together with evidence that the proposed operator meets all required conditions. Any proposed operator must be approved by the Uruguayan Government.
Landing Fees
| Adjusted Price | |
(U.S.$ per ton) | ||
Aircraft weight (tons)(1) |
| |
Up to 10 tons |
| 69.97 |
10 – 20 tons |
| 356.79 |
20 – 30 tons |
| 445.37 |
30 – 70 tons |
| 666.92 |
70 – 170 tons |
| 942.07 |
> 170 tons |
| 1,282.54 |
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Landing fees increase by 20% for night landing.
On May 15, 2024, we entered into an amendment to the Carrasco Concession Agreement concerning the investment in a new Instrument Landing System (ILS) category IIIb and a new tariff that will be charged by Puerta del Sur once the new infrastructure has been completed:
| Adjusted Price | |
| (U.S.$per ton) | |
Aircraft weight (tons)(1) |
| |
Up to 10 tons |
| — |
10 – 20 tons |
| — |
20 – 30 tons |
| 74.74 |
30 – 70 tons |
| 111.92 |
70 – 170 tons |
| 158.10 |
> 170 tons |
| 215.24 |
Parking Fees
| PAD/h(1) | |
In operative platform |
| 5% PAD/h |
Outside operative platform |
| 2.5% PAD/h |
Under repair (others) |
| 0 |
PAD/h = daily landing price per hour or fraction.
Boarding Services Fees
| U.S.$ | |
Air shuttle |
| 26.00 |
International flights |
| 58.00 |
Domestic flights |
| 5.00 |
Handling Companies fees
In | ||||
| Transit | | Terminal | |
Up to 10 seats |
| 7.00 |
| 11.63 |
11 – 30 seats |
| 21.02 |
| 31.47 |
31 – 90 seats |
| 41.97 |
| 52.39 |
91 – 150 seats |
| 62.97 |
| 83.93 |
151 – 250 seats |
| 125.92 |
| 167.91 |
> 251 seats |
| 188.89 |
| 209.89 |
Load Airplanes
In | ||||
| Transit | | Terminal | |
5,700 kg MTOW |
| 11.65 |
| 23.35 |
Up to B-737, B-727 (or similar) |
| 83.93 |
| 94.53 |
B-767, DC-8 (or similar) |
| 104.95 |
| 125.97 |
DC-10, MD-11, B-747, A-340 (or similar) |
| 141.09 |
| 188.94 |
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| Parametric | | | Adjusted | | | ||||
SISCA | 2024 | Index | Fee | From | Until | |||||
Passenger security fee |
| 732 |
| 100,698 |
| 737 |
| 01/02/2018 |
| 31/01/2023 |
Passenger security fee |
| 915 |
| 100,698 |
| 921 |
| 01/02/2023 |
| 31/01/2028 |
Passenger security fee |
| 1,144 |
| 100,698 |
| 1,152 |
| 01/02/2028 |
| |
Concession Fees
As consideration for the Carrasco Concession Agreement, Puerta del Sur is required to pay annual fees to DINACIA for the concession of Carrasco Airport. These fees consist of: (a) basic fees and (b) additional fees.
Basic Fees
The basic fees are calculated annually for the period from November to November and are equal to the higher of (i) a fixed amount of U.S.$6.1 million and (ii) the amount resulting by multiplying the total number of passengers that use Carrasco Airport by U.S.$5.57 per passenger (passengers in transit that exceed 7.5% of the total number of passengers that use the services of Carrasco Airport are excluded from such calculation, as well as diplomats, members of the Defense Ministry assigned to United Nation’s peace keeping missions or other international organizations and children under the age of two), plus applicable cargo fees.
Additional Fees
In connection with the extension of the term of the Carrasco Concession Agreement, in September 2014 Puerta del Sur agreed to pay additional fees (effective as of September 1, 2017), which are calculated based on the number of passengers that use Carrasco Airport and that exceed 1.5 million passengers per year (transit passengers are not included in such calculation, nor are diplomats, members of the Defense Ministry assigned to United Nation’s peace keeping missions or other international organizations or children under the age of two) multiplied by the coefficient set forth in the following table.
Passengers from | | Passengers to | | Coefficient |
— |
| 1,500,000 |
| — |
1,500,001 |
| 1,750,000 |
| 0.075 |
1,750,001 |
| 2,000,000 |
| 0.155 |
2,000,001 |
| 2,250,000 |
| 0.272 |
2,250,001 |
| 2,500,000 |
| 0.398 |
2,500,001 |
| 2,750,000 |
| 0.538 |
2,750,001 |
| 3,000,000 |
| 0.692 |
3,000,001 |
| — |
| 0.861 |
Timing of Payment of Fees: Puerta del Sur must pay 50% of the annual fees to DINACIA in June of each year (as calculated for the previous November-to-November period), and the remaining 50% in the following December.
Delay in Payment of Fees: If Puerta del Sur fails to timely pay the annual fees, it shall incur default interest at a rate of LIBOR (180 days) plus 10.0%. In addition, such failure to pay would be a breach of the Concession Agreement and may lead to the termination of the Carrasco Concession Agreement.
Fees under the Amended Carrasco Concession Agreement
The Amended Carrasco Concession Agreement does not change the concession fees that Puerta del Sur must pay under the Carrasco Concession Agreement. However, passengers departing from and arriving to the Uruguay New Airports will be taken into account for purposes of determining the fees to be actually paid, which depends on passenger traffic.
The Amended Carrasco Concession Agreement also contemplates the operation and exploitation by Puerta del Sur of free ports and special customs areas (zonas aduaneras primarias) within the area of each of the Uruguay New Airports.
Puerta del Sur Revenue
Under the terms of the Carrasco Concession Agreement, Puerta del Sur is entitled to collect, among others, all aeronautical, commercial and cargo revenue related to services rendered at Carrasco Airport and/or the Uruguay New Airports.
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According to Executive Branch Decree No. 376/02, the Concessionaire is entitled to make a request to the Executive Branch of the Uruguayan Government for an annual adjustment of the prices charged at Carrasco Airport and/or the Uruguay New Airports for landing, aircraft parking, passenger use tariffs, cargo, handling and storage of containers. If the requested adjustments are approved by the Uruguayan Executive Branch, the new prices are the maximum that can be charged, but not the fees that Puerta del Sur must necessarily charge. These prices charged to the airlines per aircraft movements and passenger use tariffs are adjusted pursuant to the Carrasco Concession Agreement.
Other services provided by Puerta del Sur to airlines and not included above shall be proposed by Puerta del Sur and approved by the Unidad de Control. The current services that are being provided by Puerta del Sur to the airlines are included in the Concession Agreement and the Memorandum of Understanding and its amendments executed between the airline companies and Puerta del Sur which were ratified by the Unidad de Control.
Other commercial revenues relating to the operation of Carrasco Airport or the Uruguay New Airports and not included above are unregulated and may be fixed by Puerta del Sur without any restriction. However, the Carrasco Concession Agreement requires that the prices for such unregulated services be in line with local market prices, taking into account the quality and type of services provided. Puerta del Sur must inform the Unidad de Control about the prices that it will charge for such services, and enclose comparative information about similar services in Uruguay and in the region. If the Unidad de Control rejects the proposed prices because they are not in line with local markets, Puerta del Sur would not be able to apply them. Prices are also published on the Puerta del Sur website and at DINACIA’s website.
The prices that Puerta del Sur charges for the use of spaces within the terminal (other than spaces granted for airline operations) are freely set between Puerta del Sur and its counterparties and not subject to review or approval by any authority.
Obligations Assumed by Puerta del Sur Under the 2014 Amendment to the Carrasco Concession Agreement
As consideration for the extension of the term of the Concession Agreement for an additional 10-year period that took place in September 2014, Puerta del Sur agreed to the following:
| ● | Extension Premium: Puerta del Sur agreed to pay to the Uruguayan Government U.S.$20.0 million simultaneously with the execution of the amendment to the Carrasco Concession Agreement, which amount has been already paid in full; |
| ● | Return of Old Passenger Terminal: The old passenger terminal has been detached from the Concession Agreement and was returned to the Defense Ministry; however, Puerta del Sur has assumed the obligation to pay U.S.$3.5 million in order to renovate the old terminal, which were duly paid at the execution of the amendment to the Carrasco Concession Agreement; |
| ● | Waiver of the Payment of Passenger Use Tariffs for Certain Governmental Authorities: Puerta del Sur has agreed to waive the payment of passenger use tariffs for diplomats, members of the Defense Ministry assigned to United Nations peace keeping missions or other international organizations and children under the age of two; |
| ● | Airport Security System: Puerta del Sur agreed to replace Carrasco Airport’s current security system with an integrated security system. The replacement will be initiated once the Executive Branch issues the Decrees imposing the obligation on the airlines to submit the advanced passenger information and passenger name record information to the Ministry of Interior; |
| ● | New Taxiway: Puerta del Sur agreed to build a new taxiway before the termination date of the Carrasco Concession Agreement, or earlier, if required by the ICAO regulations based on Carrasco Airport traffic statistics; currently the airport does not have sufficient traffic to require the construction of the taxiway, and Puerta del Sur expects to build the taxiway in the final years of the Carrasco Concession Agreement; and |
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| ● | Change of Control of Puerta del Sur: In general terms, a change of control of Puerta del Sur is not subject to approval by the Uruguayan Government, nor would it require any type of permit or authorization. However, under the terms of the amendment to the Carrasco Concession Agreement, it was agreed that if the shares of Puerta del Sur are sold within 36 months after the execution of the amendment (August 6, 2014), Puerta del Sur will be required to pay to the Uruguayan Government 50% of the benefit resulting from the sale, which is defined as the total consideration to be obtained from the sale minus investment costs. As of the date of this annual report, such 36-month term has expired, therefore, the payment requirement upon sale of shares of Puerta del Sur is no longer enforceable. Puerta del Sur is prohibited from assigning the Carrasco Concession Agreement, in whole or in part, without the prior and express authorization of the Executive Branch. Any new concessionaire would have to comply with the terms of the Carrasco Concession Agreement. |
| ● | Additional Fees: Puerta del Sur agreed to pay additional fees (effective as of September 1, 2017) based on the number of passengers that use the Carrasco Airport and if the number of passengers exceeds 1.5 million passengers per year. These additional fees are calculated by multiplying the number of passengers by a fixed coefficient, depending on the volume of passengers. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Additional Fees” above. |
Additional Obligations assumed by Puerta del Sur as Concessionaire under the Amended Carrasco Concession Agreement
Puerta del Sur has agreed to the following obligations with respect to the Uruguay New Airports:
| ● | make capital expenditures in an amount equal to U.S.$67.0 million in the aggregate between 2022 and 2028, in accordance with the investment schedule, with respect to the operation of such Uruguay New Airports; |
| ● | developing, managing, exploiting, operating and maintaining the Uruguay New Airports until November 20, 2053; |
| ● | extend insurance coverage for the Uruguay New Airports; and |
| ● | provide the performance guarantees explained below. |
Master plan
The master plan is to be prepared considering projections of passengers and cargo traffic growth and it does not need to include investment projections. The last master plan for Carrasco Airport was prepared in connection with the extension of the Carrasco Concession Agreement’s term, covered the period 2011-2033 and was approved by Decree No. 229/14. Every year, Puerta del Sur has to corroborate the projections made for the past year and with that information be able to update the master plan every five years. Under the Resolution No. 218/021 of the Executive Branch and the amendment agreement signed on November 8, 2021, Puerta del Sur is going to invest an aggregate of U.S.$67 million in the new airports.
Guarantees
Under the Carrasco Concession Agreement, Puerta del Sur is required to provide the following guarantees:
| ● | A guarantee securing the completion of the construction works of the new terminal. A U.S.$3.9 million completion guarantee is in place concerning Group 1 and 2 works. |
| ● | A performance guarantee for U.S.$7.6 million. This guarantee will be returned six months after the expiration of the Concession Agreement. |
| ● | Guarantees securing the completion of each group of construction works related to the Uruguay New Airports, to be determined under the Investment Program and for the amounts set forth under the Investment Schedule. The guarantees will need to be for an amount equal to 5% of each group of construction work to be performed. |
| ● | Guarantees securing the completion of construction works related to the area of the old airport terminal that was incorporated in the concession. The guarantees will need to be for an amount equal to 5% of each group of construction work to be performed. |
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We have obtained a surety bond with a local financial institution to support our guaranteed obligations under the Carrasco Concession Agreement.
Insurance
Upon execution of the Amended Carrasco Concession Agreement and takeover of the Uruguay New Airports, the existing insurance coverage under the Carrasco Concession Agreement has been extended to cover the Uruguay New Airports, furthermore, it has been extended to cover the area of the old airport terminal that was incorporated in the concession.
Termination
The Amended Carrasco Concession Agreement by its terms is expected to terminate on November 20, 2053.
Termination Upon Breach by Puerta del Sur
The Carrasco Concession Agreement may be terminated by the Defense Ministry (with prior approval of the Executive Branch) upon due notification to Puerta del Sur, upon repeated and material breaches of the Carrasco Concession Agreement by Puerta del Sur. The Carrasco Concession Agreement does not expressly set forth a definition of a material breach of the Concession Agreement; however, the Carrasco Concession Agreement provides certain examples, including:
| ● | delay in the payment of annual fees to DINACIA for the concession of Carrasco Airport; |
| ● | charging amounts over the maximum permitted under the Carrasco Concession Agreement; |
| ● | provision of services repeatedly in an incorrect or not efficient manner; and |
| ● | assignment of the Carrasco Concession Agreement without the prior approval of the Defense Ministry. |
Upon a breach of the Carrasco Concession Agreement by Puerta del Sur, the Defense Ministry will be entitled to:
| ● | foreclose upon all collateral posted by Puerta del Sur under the Carrasco Concession Agreement to guarantee performance of its obligations; |
| ● | take control of the Carrasco Airport and all its assets; and |
| ● | claim all damages suffered by Carrasco Airport as well as request payment of all credit owed to the Defense Ministry. |
Replacement of Puerta del Sur as party to the Carrasco Concession Agreement by the Uruguayan government
The Amended Carrasco Concession Agreement revises the provisions under the Carrasco Concession Agreement with respect to the right of the Uruguayan government to terminate the concession for public interest. Under the current terms of the Carrasco Concession Agreement, before the Amended Carrasco Concession Agreement entered into effectiveness, the Defense Ministry could replace Puerta del Sur as party to the Carrasco Concession Agreement (prior approval from the Uruguayan executive power) due to reasons based on “public interest” that require the Concession Agreement to be terminated.
Upon replacement of Puerta del Sur as party to the Carrasco Concession Agreement, Puerta del Sur shall be entitled to receive a termination payment calculated as follows:
| ● | the performance guarantee posted under the Carrasco Concession Agreement, plus |
| ● | the value of all investments made in construction, reparation of buildings made in accordance with the Carrasco Concession Agreement, less accumulated depreciation, plus |
| ● | a portion of the amount paid in the auction in August 2003 (U.S.$34.0 million) to purchase shares of Puerta del Sur. |
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Upon execution of the Amended Carrasco Concession Agreement, the Uruguayan Ministry of Defense will still have the right, with prior authorization from the Uruguayan executive power, to terminate the Carrasco Concession Agreement due to reasons based on “public interest” but the indemnification amount to be paid shall be modified both in relation to the Uruguay New Airports and in relation to the Carrasco International Airport, in accordance with the following:
The early termination may be done either: (i) with respect to the Carrasco Airport and the Uruguay New Airports (“Full Termination”), or (ii) with respect to one or more of the Uruguay New Airports only (“Partial Termination”).
Upon a Full Termination, Puerta del Sur will be entitled to receive a termination payment calculated as follows:
| ● | the value of all investments made in construction, works and repairs of buildings at the Carrasco International Airport made in accordance with the Carrasco Concession Agreement, less accumulated depreciation as of the financial year in which the termination occurs, plus |
| ● | the adjusted amount of U.S.$34 million, paid in the public auction in August 2003 to purchase the shares of Puerta del Sur, less accumulated depreciation as of the financial year in which the termination occurs, provided however, that this amount was fully amortized by 2023, plus |
| ● | the adjusted amount of U.S.$23.5 million paid in cash by Puerta del Sur in 2014 in connection with and exchange for the 10-year extension of the Carrasco Concession Agreement from 2023 to 2033, less accumulated depreciation as of the financial year in which the termination occurs, provided however, that this amount will be fully amortized by 2033, plus |
| ● | the value of all investments made in the Uruguay New Airports up to the date of the early termination, adjusted by the parametric formula outlined in the Amended Carrasco Concession Agreement and, as from January 1, 2034, also adjusted by the accumulated depreciation as of the financial year-end in which the early termination occurs using the linear method (until the end of the Carrasco Concession Agreement term in 2053), plus |
| ● | the accumulated value of the expenses incurred (net of operating income from the Uruguay New Airports) incurred to operate and maintain the Uruguay New Airports from the Amended Carrasco Concession Agreement effective date until, and including, December 31, 2033, adjusted by the fixed formula outlined in the Amended Carrasco Concession Agreement. Starting January 1, 2034, the value will be reduced by a cumulative 5% until the year in which the early termination occurs. If there is a Full Termination on or after January 1, 2034, then there will be no compensation for the expenses incurred to operate and maintain the Uruguay New Airports as from January 1, 2034. |
Furthermore, the performance guarantee posted under the Amended Carrasco Concession Agreement would be returned to Puerta del Sur.
Upon a Partial Termination, Puerta del Sur will not be entitled to receive a termination payment. If upon the occurrence of a Partial Termination, there are mandatory investments remaining in relation to the Uruguay New Airports being terminated then, with prior authorization of the Uruguayan executive power, Puerta del Sur will need to invest such outstanding investments in connection with the terminated Uruguay New Airports in the other still remaining Uruguay New Airports under the Amended Carrasco Concession Agreement.
Termination Upon Terminal Destruction
In the event of force majeure (e.g., the destruction of Carrasco Airport or severe damage that prevents Carrasco Airport’s operations), the Defense Ministry will be entitled to terminate the Carrasco Concession Agreement without paying the termination payment to Puerta del Sur and collect all of the indemnification payments under all of Carrasco Airport’s insurance policies.
Alternatively, the Defense Ministry could request Puerta del Sur to re-build Carrasco Airport if the reconstruction of the airport does not alter the terms of the Carrasco Concession Agreement.
Termination Upon Agreement Between Puerta del Sur and the Defense Ministry
The Carrasco Concession Agreement may be terminated by mutual agreement (with prior approval of the Uruguayan Executive Branch). No termination fee is payable by any party in this circumstance.
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Return of Facilities
Upon the expiration of the term, or termination, of the Carrasco Concession Agreement, the Uruguayan Government will take full possession of Carrasco Airport’s premises, and all of its facilities and installations. The works and equipment incorporated by Puerta del Sur will also be transferred to the Defense Ministry.
In the event that the facilities, installations or equipment become obsolete or are not of interest to the Uruguayan Government, Puerta del Sur may be required to remove, update or demolish the same. If Puerta del Sur fails to comply with such obligation, the Defense Ministry may perform the mentioned activities at Puerta del Sur’s cost.
After the Carrasco Concession Agreement term has expired or been terminated, Puerta del Sur will have a period of 180 calendar days to deliver the premises in perfect condition, other than normal wear and tear.
Force Majeure
Pursuant to the Amended Carrasco Concession Agreement, in an event of force majeure (e.g., strikes, pandemics, earthquakes, floods, terrorism, acts of the authorities, changes in law, borders closure, exceptional restrictions to air traffic, among others), none of the parties would be deemed in breach of the Amended Carrasco Concession Agreement, in regards to the obligation to make capital expenditures in accordance with the Investment Schedule and the obligations of construction works in accordance with the Investment Program.
The party affected by force majeure must notify the other party and will have a period of time equal to the period during which the force majeure continues (up to 90 days) to remediate the situation. If after such period, remediation is not possible or there continues to be a force majeure situation, the parties will negotiate, within 60 days, adjustments to the Investment Schedule or Investment Program. If the parties do not reach an agreement within such 60-day period, then neither party may terminate the Amended Carrasco Concession Agreement but they can request a technical arbitration to decide on the remediation to the Investment Program and the Investment Schedule, to the extent applicable.
Except for regulating force majeure events affecting the Investment Schedule and the Investment Program, the Amended Carrasco Concession Agreement does not modify the effect of force majeure on the destruction of the terminal, which shall continue to be those described in “Termination—Termination Upon Terminal Destruction.”
Punta del Este Concession Agreement
In 2008, in a private purchase transaction, we acquired all of the equity interests of CAISA, which owns the concession that operates the Punta del Este Airport. The Punta del Este Concession Agreement was executed in 1993 and was scheduled to expire on March 31, 2019. In March 2019, the Executive Power of Uruguay through the Defense Ministry issued a resolution approving the extension of the Punta del Este Concession Agreement for an additional 14 years, until March 31, 2033, authorizing the Ministry of Defense to grant the modification of such contract. In 2019, an amendment to such concession was executed, pursuant to which CAISA committed to undertake investments in an amount of approximately U.S.$35.0 million. As of December 31, 2020, U.S.$12.5 million of this commitment had already been invested. The Punta del Este Airport is not material to our business. In April 2024, the Executive Power of Uruguay through the Defense Ministry issued a resolution approving the extension of the Punta del Este Concession Agreement for additional 10 years, until October 26, 2043, authorizing the Ministry of Defense to grant the modification of such contract, pursuant to which CAISA committed to undertake investments in an amount of approximately U.S.$3.0 million.
Armenia
Sources of Regulation
The following are the main laws and regulations that govern the Armenian Concession Agreement, the business of AIA and the operation of Zvartnots and Shirak Airports in Armenia:
| ● | Republic of Armenia Government Resolution No. 17, dated January 8, 2002, approving the Armenian Concession Agreement by and between the Armenian Government and CASA, dated December 17, 2001, and designating the Minister of Justice to oversee the transition provisions of the Armenian Concession Agreement (Appendix E) and to adjust them in consultation with CASA, if necessary, before the possession date. |
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| ● | Law No. HO329 (the Republic of Armenia Law on Types of Activities Subject to Licensing in the Territory of Yerevan Zvartnots Airport), dated May 29, 2002, pursuant to which AIA, as the concession manager of Zvartnots Airport was granted licenses to carry out activities such as sale of medicines, foreign exchange bureau, operation of customs warehouses, duty-tax free shops, customs mediation, activities of customs carrier, casinos and other entertainment premises. Under this law, the concession manager is also entitled to assign its licenses or transfer parts thereof to other persons, who are eligible for such licenses. There are no other transfer restrictions set forth in the Law No. HO329 nor in the Armenian Concession Agreement. |
| ● | Republic of Armenia Government Resolution No. 693A, dated May 30, 2002, pursuant to which the Armenian Government approved an addendum to the Armenian Concession Agreement. The addendum was executed on May 17, 2002, to allow CASA to assign its rights and obligations under the Armenian Concession Agreement to American International Airports LLC, which then incorporated AIA. |
| ● | Republic of Armenia Government Resolution No. 2004A, dated December 1, 2005, pursuant to which the Armenian Government authorized the concession manager to grant a sub concession to a third-party service provider, Zvartnots Handling Closed Joint-Stock Company, to operate ground handling services and aircraft towing at the Zvartnots Airport, among other services. |
| ● | Addendum No. 1 of the Armenian Concession Agreement executed on February 21, 2003, whereby the parties agreed on the implementation of certain mechanisms for registration of real property foreseen by the Armenian Concession Agreement. All the obligations assumed under this Addendum No. 1 are fully complied with and terminated. |
| ● | Republic of Armenia Government Resolution No. 1296‑N, dated September 7, 2006, pursuant to which the Armenian Government approved Addendum No. 2 of the Armenian Concession Agreement. Addendum No. 2 to the Armenian Concession Agreement was executed on October 19, 2006, and specified that AIA shall be in charge of providing rescue and a firefighting team and facilities in accordance with standards of ICAO – Annex 14, chapter 9 “Emergency and other issues,” as well as ICAO related manuals and Armenian laws. Pursuant to this Addendum No. 2, the Government of the Republic of Armenia was relieved from these obligations. |
| ● | Armenian Aviation Law No. HO81N, dated February 22, 2007 defining, among other things, the terms of the concession of Zvartnots Airport and the concessionaire’s rights and obligations. The Armenian Aviation Law also sets forth the basic framework for maintenance and operations of airports in Armenia and defines the powers of the GDCA. |
| ● | Republic of Armenia Government Resolution No. 965N, dated August 2, 2007, pursuant to which the Armenian Government approved Addendum No. 3 of the Armenian Concession Agreement granting AIA a concession for the operation of the Shirak Airport. Addendum No. 3 was executed on November 16, 2007. |
| ● | Republic of Armenia Government Resolution No. 588A, dated May 20, 2010, pursuant to which the Armenian Government approved Addendum No. 4 of the Armenian Concession Agreement terminating AIA’s ownership rights to the immovable property actually occupied by the company implementing Armenian air-navigation service. Addendum No. 3 was executed on June 10, 2010. |
| ● | Republic of Armenia Government Resolution No. 1532N, dated December 27, 2018, pursuant to which the Armenian Government approved the master plan for 2018-2022 submitted by AIA, as the concessionaire of Zvartnots Airport and the Shirak Airport. In accordance with the Armenian Concession Agreement, the master plan is the document containing guidelines for the works to be done by the concession manager on Zvartnots Airport and the Shirak Airport for each five-year period during the term of the Armenian Concession Agreement. The master plan must be prepared by AIA and is subject to approval by the Armenian Government. The master plan for 2003-2007 had been previously approved by Government Resolution No. 392N, dated April 10, 2003, the master plan for 2008-2012 by the Government Resolution No. 1559N dated December 25, 2008, and the master plan for 2013-2017 by the Government Resolution 1495N, dated December 26, 2013. |
| ● | The Republic of Armenia Territorial Administration and Infrastructure Minister’s Order No. 37-L, dated 10 June 2020 “On Approval the Charter of Civil Aviation Committee (CAC),” which defines the authority of the CAC. |
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| ● | Republic of Armenia Government Resolution No. 93-A, dated 22 January 2026, pursuant to which the Armenian Government approved Addendum No. 5 of the Armenian Concession Agreement. |
| ● | Addendum No. 5 of the Armenian Concession Agreement, executed on January 23, 2026, whereby AIA and the Government of Armenia agreed to amend certain terms of the concession agreement originally signed on December 17, 2001. Pursuant to this Addendum No. 5, among other things, the concession term was extended by 35 years through December 31, 2067; the tariff framework was transitioned to an inflation-based regime allowing for periodic tariff adjustments; a new master plan and capital investment program was agreed, including significant investments aimed at infrastructure development and long-term capacity expansion; and economic equilibrium and rebalancing mechanisms were introduced to address certain events affecting the financial balance of the concession. |
Governmental Authorities
Role of CAC
In the Republic of Armenia, the aviation policy (except military) is developed and implemented by relevant ministry (Ministry of Territorial Administration and Infrastructure) The state administrative body subordinated to the ministry is the civil aviation committee (“CAC”) in the field of air transport regulation, civil aviation and non-military state aviation activities, air traffic service, aviation security, flight safety, as well as safety and security regulation of aviation ground means and provided services, oversight of aviation services and aviation infrastructures existing in the Republic of Armenia.
Order No. 37-L dated 10 June 2020 and the Armenian Aviation Law (the “Armenian Aviation Law”) regulate CAC’s organization, powers and duties. CAC’s duties include, among others, oversight compliance with applicable regulation, develop new regulation in the air transportation industry, grants licenses and permits, etc.
The Armenian Concession Agreement
On December 17, 2001, the Armenian Concession Agreement was executed by and between the Armenian Government and CASA, and subsequently approved by the Armenian Government in January 2002. Under the Armenian Concession Agreement, CASA assumed all of the rights and obligations as the concession manager of Zvartnots Airport until such time as it established and registered an Armenian affiliate company to assume such rights and obligations.
On May 17, 2002, an Addendum to the Armenian Concession Agreement was executed which permitted CASA to assign to its affiliate, American International Airports LLC, all of the rights and obligations pertaining to CASA, stemming from the Armenian Concession Agreement. American International Airports LLC incorporated and registered AIA as a wholly-owned subsidiary in Armenia and assigned to it all of the rights and obligations of the concession manager of Zvartnots Airport under the Armenian Concession Agreement.
The Armenian Concession Agreement was further amended by the following addenda executed by and between the Armenian Government and AIA.
| ● | Addendum No. 1, executed on February 21, 2003, under which the Armenian Government and the concession manager agreed to certain mechanisms regarding the registration of property rights of the concession manager for real property in Zvartnots Airport; |
| ● | Addendum No. 2, executed on October 19, 2006, under which, commencing on January 1, 2007, AIA undertook to provide rescue and firefighting services and facilities in accordance with the standards of Annex 14, Chapter 9 of the ICAO (Emergency and Other Issues), as well as ICAO related manuals and applicable Armenian laws; |
| ● | Addendum No. 3, executed on November 16, 2007, under which the Armenian Government expanded the concession of Zvartnots Airport granted to AIA to include the concession of the Shirak Airport, which gave AIA the right to engage in certain types of aviation and non-aviation activities. As such, the terms of the Armenian Concession Agreement are also applicable to the Shirak Airport concession; and |
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| ● | Addendum No. 4, executed on June 10, 2010, under which AIA agreed to terminate its rights under the Armenian Concession Agreement over certain real property operated by “Hayaeronavigatsia” CJSC, the local air traffic navigation company, at the Zvartnots Airport, including the land occupied by the newly built Air Traffic Control Tower building. As such, AIA no longer has the right to dispose of and use these real property units, even for purposes of rendering the services under the Armenian Concession Agreement. |
| ● | In December 2020, 100% of the share capital of AIA was transferred from American International Airports LLC to the Company pursuant to a Share Transfer Agreement duly registered in Armenia. As a consequence of this transfer, American International Airports LLC no longer holds any interest in AIA nor in any other Armenian entity. |
| ● | Addendum No. 5, executed on January 23, 2026, under which AIA and the Armenian Government agreed to amend certain material terms of the Armenian Concession Agreement, including, among other things, (i) the extension of the concession term by 35 years through December 31, 2067; (ii) the transition to an inflation based tariff regime allowing for periodic tariff adjustments; (iii) the adoption of a new master plan for Zvartnots Airport, including a capital investment program aimed at infrastructure development, operational enhancements and long-term capacity expansion; and (iv) the introduction of economic equilibrium and rebalancing mechanisms providing for compensation in the event of certain circumstances affecting the financial balance of the concession, including force majeure events, traffic shortfalls, regulatory or tax changes and additional capital investments approved by the Armenian Government. |
Rights of the concession manager
Pursuant to the terms and conditions of the Armenian Concession Agreement, the concession manager has the exclusive right to administer, operate and exploit Zvartnots Airport and Shirak Airport and was granted by the Armenian Government the exclusive right to use the airports and all real, personal, mixed, tangible and intangible property of any kind or nature which is now or in the future will be a part of the airport activities, and to conduct all businesses relating to the airports, with the exception of certain businesses and properties specifically indicated in the Armenian Concession Agreement. The concession manager holds all of the licenses related to management of the airports other than regulatory functions exclusively vested in the Armenian Government. The concession manager has the exclusive right to administer and to carry out activities relating to the airports, which include, among others:
Aviation services
| ● | aircraft guidance and escorting services; |
| ● | parking areas management; |
| ● | movable and mechanical staircases provision and operation; |
| ● | telescopic bridge; |
| ● | ground handling services, including aircraft pulling services; |
| ● | electrical supply services; |
| ● | operational-technical maintenance services; |
| ● | aviation security and aircraft custody services; |
| ● | utility services for aircrafts; |
| ● | fuel and lubricants supply and fueling; and |
| ● | special vehicle transportation services. |
Commercial
| ● | rent of ground spaces for commercial purposes; |
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| ● | advertising; |
| ● | duty-tax free shops; |
| ● | shopping centers; |
| ● | bank and exchange bureau and financial services; |
| ● | hotels; |
| ● | restaurants, snack-bars, coffee shops; |
| ● | duty paid shops such as clothing and fixtures, newspaper and magazine stands; |
| ● | casinos and other entertainment premises; |
| ● | car parking; |
| ● | baggage carts and lockers; |
| ● | telecommunication services, permitted by license Nbr 60; |
| ● | VIP lounges; |
| ● | catering; |
| ● | gas stations for automobiles. |
Other
| ● | customs warehouses; |
| ● | intermodal logistics platforms; |
| ● | free zones; |
| ● | ground transportation; |
| ● | vertiport |
| ● | other services not forbidden which turn out to be complementary or useful to the aeronautical operation and/or the commercial development of the airport, including but not limited to, activities connected to the airport such as convention, art and exhibition centers, hotels and other leisure and tourism activities and transportation, which may be performed outside the airport. |
Air traffic control activities are not included in the Armenian Concession Agreement. The concession manager is not responsible for approximation, taxying, flight operations or any other activity related to air traffic control. Such activities are handled exclusively by Hayaeronavigatsia CJSC.
The concession manager is entitled to conduct the above-mentioned commercial activities on its own account or through any third parties. It may also grant to third parties the right to use certain ground spaces to carry out commercial activities authorized by the concession manager, either free of charge or for consideration, by way of a revocable instrument or agreement or by such other instrument the concession manager considers appropriate.
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Obligations Assumed by the concession manager
Under the terms of the Armenian Concession Agreement, the concession manager shall:
| ● | undertake and warrant the normal and permanent rendering of aviation services; |
| ● | manage and operate the airports according to internationally accepted airport standards; |
| ● | Comply with the execution of the works and activities included in the master plan submitted by the Manager and approved by the Government of Armenia, as provided for in section X; and submit a report on the execution of the works prescribed by master plan for the preceding year by August 31 of each year. |
| ● | obtain, at its own cost and risk, adequate financing and management resources to modernize the physical infrastructure of the airports, to ensure compliance with applicable regulatory standards and to improve the quality of their management; |
| ● | provide the Armenian Government with the ground spaces required for the performance of customs, migration, defense, security, safety, Phyto-zoo sanitary and bromatological controls and public health activities, as long as they are and remain activities directly performed by Armenian Government agencies and bodies. If the Armenian Government decides to delegate any of such activities to the private sector, the concession manager shall have a right of first refusal for the performance of such activities, which right must be exercised within a period of 30 days from the announcement of any bid by a third party; |
| ● | provide the Armenian Government with an annual report (and such other reports as the Armenian Government may reasonably request) on the development of the management, exploitation and operation of the airports, which will include data regarding traffic, revenues and investments; |
| ● | manage, operate and exploit the airport activities, directly or through contracts with third parties, subject to the limitations set forth in the Armenian Concession Agreement; |
| ● | collect from all of the users (including the airlines and all other public or private persons performing activities or exercising any authority in the airports) the corresponding airport charges and the fees which the concession manager may establish from time to time; and |
| ● | construct, maintain and/or operate, on its own account or through any third parties, any hangars, fuel storage plants or aircraft supply plants, customs warehouses and/or any other warehouses or premises related to the handling of air cargoes or the aeronautical operation in general. |
| ● | Get the Armenian Government’s prior written authorization before a change of control takes place. |
Master Plan
On January 26, 2026, AIA submitted a new master plan with the following content:
(a) A capital investment program of U.S.$425 million to be executed till the end of 2033. This program includes all capital investments made between the end of the former master plan (January 1, 2023) and the approval of the new master plan. However, if the Government of Armenia’s approval of the master plan exceeds four months from its submission, the execution period for these capital investments will be extended accordingly.
(b) A description of the works to be executed related to the capital investment program foreseen in section (a), in connection with the works to be carried out till the end of 2033, with the corresponding preliminary estimates of investment amounts and guidelines for the works and operations to be performed at the airport.
(c) The guidelines for the works and operations for the improvement and maintenance of the airport during the remaining part of the term of the concession.
(d) The steps for the implementation of the VERTIPORT system.
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The master plan will be updated each five years as from 2034 and extended to cover the Term of the Agreement.
If the Government of Armenia does not approve the master plan within 60 days from its submittal, then the Parties shall try to find mutually acceptable terms for the master plan. Until the master plan is approved, AIA shall be entitled to administer, exploit and operate the airport performing those maintenance works which are essential for aviation operations. The Government of Armenia shall not object to the master plan unreasonably or based on grounds other than objective technical or operational reasons (including lack of compliance of ICAO safety rules or on service quality levels under the applicable IATA’s Optimum quality level category) or as a result of public health and safety regulations or other applicable law.
The approval of the master plan and its revisions by the Government of Armenia shall imply the granting of all Licenses, both national and local, needed for completion of all the works comprised therein.
The Manager shall have the right to establish the priority rank among the works described in the master plan, to postpone or anticipate their execution to further or prior periods with respect to those originally foreseen, and to prepare the corresponding projects for their implementation at his sole discretion, provided however that AIA must ensure the service quality levels under IATA’s Optimum quality level category, provided further that delays may only occur due to safety concerns according to ICAO rules.
AIA shall inform to the Government of Armenia on the execution and progress of the specific works described in the master plan.
If AIA materially fails to fulfill its obligations under the master plan, the Armenian government may issue a formal notice of non-compliance. AIA then has 20 business days to either contest the allegation or submit a remediation plan with proposed corrective actions and timelines. The Armenian government must respond within 20 business days by accepting AIA’s defense, approving the remediation plan, or rejecting it with justification. If the parties cannot agree on an acceptable remediation plan, they must engage a mutually accepted, internationally recognized airport consulting firm within 60 business days to prepare a binding revised plan.
If AIA fails to execute an approved remediation plan, the Armenian government may impose a financial penalty ranging from 0.5% to 2% of AIA’s prior-year EBITDA (calculated in accordance with IFRS, excluding exceptional items and IFRIC 12 adjustments). Following any such penalty, AIA has an additional 180-day cure period to address the deficiencies. If AIA still fails to comply after this cure period, the Armenian government may initiate proceedings to terminate the Agreement.
The procedure determined above shall not apply if the alleged non-compliance is caused by any delays or omissions not attributable to AIA, including but not limited to delays in issuing relevant licenses. In such cases, AIA shall not be held liable for the non-compliance and the timeline for implementing the master plan and the corresponding performance obligations shall be adjusted accordingly.
Concession Fees
Under the Armenian Concession Agreement, the concession manager shall not pay any fee or other consideration of any kind whatsoever for the rights granted to it in the Armenian Concession Agreement.
Under the Armenian Concession Agreement, the concession manager has the authority to establish and collect all airport charges and fees for activities conducted at the airports and for use of government-transferred property. These charges were most recently updated in July 2024. The primary revenue drivers include passenger handling tariffs of €25 per departing passenger from Zvartnots International Airport (EVN), €20 from Gyumri Airport (LWN), and €8 per transit passenger, along with a €2 security charge per departing passenger. Landing and take-off charges are each set at €5.80 per metric ton of aircraft weight, with a 20% surcharge applied for nighttime operations (21:00 to 07:00).
Additional revenue streams include aircraft parking charges, which vary based on whether airlines are based at the airport and the type of flight operation. Loading bridge use is mandatory at equipped gates and charged at €80 per use. The fee structure also encompasses apron access fees (ranging from €13.15 to €187.20 per flight depending on aircraft weight), centralized power supply services, excess luggage charges, and various ancillary services such as departure control systems and airport personnel assistance. This comprehensive fee structure provides the concession manager with diversified revenue sources tied to both passenger volumes and aircraft movements.
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Cargo Handling Tariffs
The Airport also charges certain tariffs for cargo and mail handling services provided by the airport manager. Payment of these airport charges is mandatory for flight approval and use of airport premises, and default in payments entitles the airport manager to deny availability of airport facilities, ground spaces, and services.
The tariff schedule sets forth handling charges on a per-kilogram basis for import and export cargo, with additional charges for specialized cargo categories. Storage charges apply after limited free-storage windows expire, with maximum storage capped at six months. Transfer cargo transiting through Armenia to third countries is subject to a separate handling charge.
Any modifications to such airport charges may be carried out upon notice from the concession manager to the Armenian Government, subject to the Armenian Government’s right to object to any adjustment within a 15 day period as from the date of receipt of such notice. The Armenian Government cannot unreasonably withhold its approval to the adjustments to the airport charges.
The concession manager, at its sole discretion, may collect the airport charges and fees in U.S. dollars, euros or Armenian dram, to the extent permitted by Armenian law.
Airport charges and fees shall be automatically adjusted by applying the following procedures:
| ● | airport charges and fees expressed in Armenian dram will be adjusted proportionally to the variations of the exchange ratio between the Armenian dram and the United States dollar; |
| ● | airport charges and fees expressed in U.S. dollars will be adjusted based on the total producer price index for finished goods seasonally adjusted (PPI), as published monthly by the Bureau of Labor Statistics of the United States Department of Labor, and verified by the index as of December 2001, which shall be considered the “PPI Base Year,” and the index as of December of the year to be updated; and |
| ● | airport charges and fees expressed in euros will be adjusted proportionally to the variations of the exchange ratio between the euro and the United States dollar. |
Exchange and inflation variations between the date of any invoice and the date of actual payment of the corresponding charge or fee may be billed by the concession manager separately.
Termination
The Armenian Concession Agreement will terminate pursuant to its terms on June 9, 2032. If the concession manager is in good standing on such date, the concession manager shall have the option, which the concession manager may exercise at its sole discretion from the date which is six months prior to the end of the first and any subsequent five-year period from possession (June 9, 2022), to indefinitely extend the term of the Armenian Concession Agreement for additional periods of five years.
The Armenian Concession Agreement may be terminated prior to the scheduled termination date upon the occurrence of any of the following events:
| ● | Expiration of the Term. |
| ● | Termination due to the concession manager’s fault. |
| ● | Unilateral termination by the based on reasonable national defense considerations. |
Governing Law and Dispute Resolution
The agreement is governed by Armenian law, with disputes subject to a multi-tiered resolution process. Parties must first attempt mediation administered by the Arbitration and Mediation Center of Armenia in Yerevan. If mediation fails to resolve the dispute within three months, commercial disputes may proceed (at the claimant’s option) to arbitration under either the Armenian Arbitration and Mediation Center’s rules, the ICC Rules of Arbitration, or the ordinary courts of Armenia. In each arbitration scenario, the seat is Yerevan and the language is English, and awards are final subject only to limited annulment challenges.
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Investment-related disputes are subject to separate treatment under the bilateral investment treaty between Armenia and the Belgo-Luxembourg Economic Union, with arbitration conducted through International Centre for Settlement of Investment Disputes (“ICSID”). Investors should note that the mandatory mediation phase and the Armenian seat of arbitration may affect the timeline and costs of any enforcement action, and the availability of ICSID arbitration for investment claims provides an international forum with established enforcement mechanisms under the ICSID Convention.
Ecuador
Sources of Regulation
The Guayaquil Concession Agreement was executed on February 27, 2004, by and among TAGSA, AAG and the Municipality of Guayaquil. The Guayaquil Concession Agreement has been amended ten times since the date of execution, the most significant of which relates to the unification of terminals and the use of other sites within the Guayaquil Airport, for commercial uses, the expansion of the terminals and the re-establishment of the economical equilibrium of the Guayaquil Concession Agreement and the increase in investment for new works as well as the increase in the contribution of regulated revenues from 50.25% to 55.25% as a consequence of the concession extension until July 27, 2029. Nevertheless, as a consequence of the Eighth Amendment to the Concession Agreement and the economic equilibrium reestablishment conducted in 2021, the contribution of regulated revenues decreased to 53.66%, and in 2022 decreased to 50.25%, until the economic equilibrium of the Guayaquil Concession Agreement is reestablished and agreed to extend the concession period until July 27, 2031. Terms of the Guayaquil Concession Agreement amendment also sets forth an increase of U.S.$524,600 in the administrative service fee, paid semiannually, as of February 2019.
The following are the main laws and regulations that govern the Guayaquil concession Agreement and the operation of the Guayaquil Airport:
| ● | Article 249 of the Constitution of Ecuador of 1998 sets forth that the rendering of public services, directly or by delegation, was the responsibility of the Ecuadorian State. The Ecuadorian State is authorized to delegate the performance of public services to private companies through grants of concessions or other forms stipulated in the Ecuadorian legislation. |
| ● | Article 1 of the Civil Aviation Law enables the delegation to the private sector of airport public services, as well as the possibility of the Ecuador Government to transfer to the municipalities the ability to render airport public services directly or by delegation, as per article 249 of the Constitution of Ecuador of 1998. Based on this, by means of Executive Decree No. 871 dated October 18, 2000, the President of Ecuador authorized the Municipality of Guayaquil to delegate to the private sector the rendering of airport services. |
| ● | Article 43 of the Law on Modernization of the State defines the forms under which a delegation can be made, including concessions of public services or works, licenses, permits or other legal forms applicable under administrative law. |
The concession agreement for the operation of the Galapagos Airport was executed on April 15, 2011, by and among DGAC, ECOGAL, CASA and the Subsecretaria de Transporte Aeronáutico Civil (“STAC”). ECOGAL’s share capital is owned 99.9% by Yokelet S.L. and 0.1% by A.C.I Vip S.L.U. Yokelet S.L. is a wholly-owned subsidiary of CAAP. The parties amended the Galapagos Concession Agreement on May 13, 2013, April 15, 2014 and August 21, 2014, for purposes of updating the tariffs charged under the Galapagos Concession Agreement and other investment amounts.
The following are the main laws and regulations that govern the Galapagos Concession Agreement and that are related to the business and the operation of the Galapagos Airport:
| ● | Article 314 of the Constitution of Ecuador of 2008 sets forth that the Ecuadorian Government shall be responsible for the public services of port and airport infrastructure. Likewise, pursuant to Article 316, the Ecuadorian Government is authorized to delegate the performance of public services to private companies through grants of concessions or other forms stipulated in the Ecuadorian legislation. |
| ● | Article 41 of the Law on Modernization of the State also provides that the Ecuadorian Government can delegate to any local or foreign entity the maintenance and improvement of existing airports by means of a public tender. |
| ● | Article 43 of the Law on Modernization of the State defines the forms under which a delegation can be made, including concessions of public services. |
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CASA presented a private initiative to the DGAC proposing to manage, operate and maintain the Seymour Airport. DGAC accepted the proposal and awarded a concession to CASA pursuant to Resolution No. 159 A/2008, dated September 15, 2008.
The Guayaquil Concession Agreement
The concession of the Guayaquil Airport included three construction phases, each of which has been completed to the satisfaction of the Airport Authority of Guayaquil (“AAG”). The initial phase included complete re-asphalting (recapeo) of the runway and the construction of a new passenger terminal, terminal platform, taxiway and control tower, while the intermediate phase applied to the cargo terminal. The final phase included works and investments related mainly to commercial buildings, as well as the general aviation platform. In addition, the Guayaquil Concession Agreement includes an obligation on TAGSA to expand the national terminal and TAGSA is in the process of executing new works and investments for a total amount of U.S.$32.2 million.
On July 14, 2023, the Nineth Addendum to the Concession Contract was signed, where the tariffs corresponding to international commercial and charter flights were reduced by a 19%, and the tariffs of lighting and parking for international commercial and charter flights were reduced by a 12%, which was compensated by the increase of tariffs related to the departure of domestic flights.
On July 25, 2023, the Tenth Addendum to the Concession Contract was signed, through which it was determined that the remaining value to be invested, agreed in the Seventh Addendum, should be used to cover the works related to the capacity to receive general aviation aircraft in the sum of U.S.$2.9 million and the other committed works, unless the AAG and TAGSA agree otherwise. Under the terms of the Guayaquil Concession Agreement, TAGSA is responsible for transforming, operating and administrating the Guayaquil Airport, which includes the performance of the following activities:
| ● | preventive and corrective maintenance of the Guayaquil Airport, including (i) all necessary repairs of the facilities, equipment, and other assets built, acquired or incorporated by the TAGSA or pre-existing in the Guayaquil Airport and (ii) maintaining the facilities, equipment and other assets to prevent deterioration; |
| ● | taking all the necessary measures to protect the environment of the Guayaquil Airport and avoid or limit pollution disturbances to individuals and properties and other harmful results to the environment due to the rendering of aeronautic services and non-aeronautic services; |
| ● | design and construction of the works and investment specified in the Guayaquil Concession Agreement and its amendments during the initial, intermediate and final phases; |
| ● | provision of other non-aeronautic services, which include common commercial services such as food, beverages, counters, check-in desks at the terminal, etc., and facultative commercial services such as VIP lounges, souvenirs sale, cargo, etc. Rates for such services are fixed directly by TAGSA; and |
| ● | TAGSA and AAG signed the Eighth Amendment of the Concession Agreement on July 20, 2021, through which the economic-financial equilibrium of the concession was reestablished, due to the force majeure and/or fortuitous event caused by the COVID-19 pandemic and its effects through time. Under the Eighth Amendment, TAGSA and AAG were compensated for the losses suffered from March through December 2020, through a two-year concession term, which will now expire on July 27, 2031. Also, TAGSA was conceded a reduction of the contribution over regulated revenues to 53.66%. On July 14, 2022, TAGSA signed the Act of Reestablishment Of The Economic-Financial Balance of the Guayaquil Airport System Concession Contract for the year 2021 and a reduction of the contribution of regulated revenues to 50.25% was also determined. The economic-financial equilibrium was fixed in a formula that considers revenues and expenses of 2019. On April 14, 2023, TAGSA signed the Act of Reestablishment Of The Economic-Financial Balance of the Guayaquil Airport System Concession Contract for the year 2022. |
Concession Fees
TAGSA is required to pay an annual concession amount to a trust (“Trust”) which amounts to 53.66% of the aggregate gross revenue received by TAGSA from tariffs and charges, and certain other commercial revenues (e.g., fuel, parking spaces and use of convention center) derived from the operation of the Guayaquil Airport for 2021, and as from 2022, the contribution will decrease to 50.25% until the economic-financial equilibrium is fully reestablished.
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Tariffs
The table below sets forth the maximum amounts that we were permitted to collect as of February 2026, under the Guayaquil Concession Agreement:
| 2026(1) | |
(In U.S.$) | ||
INTERNATIONAL - Commercial and Charters |
| |
Landing |
| |
<= 50 tons |
| 15.49 |
50 to 100 tons |
| 16.15 |
> 100 to 150 tons |
| 16.83 |
> 150 tons |
| 17.51 |
Lighting |
| |
< = 50 tons |
| 4.54 |
50 to 100 tons |
| 4.74 |
> 100 to 150 tons |
| 4.94 |
> 150 tons |
| 5.12 |
Parking(2) |
| |
< = 50 tons |
| 2.32 |
50 to 100 tons |
| 2.42 |
> 100 to 150 tons |
| 2.51 |
> 150 tons |
| 2.62 |
Passenger |
| |
Departure |
| 34.60 |
Security |
| 6.54 |
Connection to the Embarkation / Disembarkation Bridge |
| |
Departure / Security |
| 80.50 |
Use of bridge for every 15 minutes or fraction |
| 13.52 |
DOMESTIC – Commercial, Charter, Private and Cargo |
|
|
Landing |
|
|
> 25 to 50 tons |
| 1.33 |
> 50 to 100 tons |
| 1.44 |
> 100 to 150 tons |
| 1.52 |
> 150 tons |
| 1.59 |
Lighting |
| |
> 25 to 50 tons |
| 0.57 |
> 50 to 100 tons |
| 0.61 |
> 100 to 150 tons |
| 0.62 |
> 150 tons |
| 0.64 |
Parking(3) (4) |
| |
25 to 50 tons |
| 0.27 |
> 50 to 100 tons |
| 0.28 |
> 100 to 150 tons |
| 0.29 |
> 150 tons |
| 0.29 |
Passengers |
| |
Departure |
| 12.12 |
Security |
| 6.54 |
Connection to the Embarkation / Disembarkation Bridge |
| |
Departure / Security |
| 40.39 |
Use of bridge for every 15 minutes or fraction |
| 12.11 |
Domestic Annual Aeronautical Rate(5) |
| |
From 0 to 6 tons |
| 173.03 |
> 6 to 12 tons |
| 865.09 |
> 12 to 18 tons |
| 1,297.67 |
> 18 to 25 tons |
| 1,937.81 |
| (1) | Maximum take-off weight in tons. |
| (2) | The international parking fee will be charged for 3-hour fractions or fractional periods thereafter. |
| (3) | The domestic parking fee will be charged for 4-hour fractions or fractional periods thereafter. |
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| (4) | Any aircraft that remains on the ground for an uninterrupted period of more than 30 days will be subject to the parking fee plus a surcharge of fifty percent (50%). |
| (5) | The annual fee includes landing, lighting and parking. The fees apply on Ecuadorian civil aircrafts which maximum take-off weight is up to 25 tons. |
Master Plan
Under the terms of our Guayaquil Concession Agreement, the concessionaire is not required to present a master development program.
On July 6, 2018, TAGSA signed Addendum No. 07 which established new works for an amount of U.S.$32.2 million to be completed by TAGSA before 2024. As of December 31, 2022, U.S.$8.0 million remain pending. On July 25, 2023, the Tenth Addendum to the Concession Contract was signed, through which it was determined that the remaining value to be invested, agreed in the Seventh Addendum, should be used to cover the works related to the capacity to receive general aviation aircraft in the sum of U.S.$2.9 million and the other committed works. Another compensation amount established by the Ninth Amendment, as recorded in the Compensation Act signed on January 20, 2024, was applied in the sum of U.S.$1,042 million to compensate for the non-increase of fees attributable to the AAG. The allocation of the remaining balance will be agreed upon by AAG and TAGSA. As of December 31, 2025, TAGSA is committed to make additional capital expenditures in the amount of U.S.$2.3 million.
Guarantee and Performance Bonds
Under the terms of the Guayaquil Concession Agreement, we are required to maintain a performance bond in the amount of U.S.$3.0 million as security for the timely fulfillment of all of our obligations under the Concession Agreement.
In addition, TAGSA is required to maintain a performance bond for the payments to the Trust for the development of the new Guayaquil Airport that corresponds to an amount of 20.0% of the fees that are payable to the Trust minus the amount of the performance bond of the Guayaquil Concession Agreement. The current amount of the performance bond is U.S.$6.7 million.
Term and Termination
The new term of the Guayaquil Concession Agreement is 27 years and five months, expiring on July 27, 2031. The Guayaquil Concession Agreement may be terminated upon the occurrence of any of the following events, among others:
| ● | breach by TAGSA as a result of its failure to: (i) issue or extend bonds, (ii) comply with its obligation to perform the investments stipulated in the Guayaquil Concession Agreement or any amendments, (iii) comply with its payment obligations under the credit agreement executed for purposes of financing the works foreseen for the initial phase, when such breach affects the normal operation of the Guayaquil Airport and (iv) comply with the concessionaire company, verified by an arbitration tribunal or any other obligation included under the Guayaquil Concession Agreement; |
| ● | the transfer of the Control Group Shares of TAGSA, which represent the shares of TAGSA initially owned by CASA, currently owned by Corporación Aeroportuaria S.A.; |
| ● | any amendment to the bylaws of TAGSA without prior authorization by AAG; |
| ● | if TAGSA fails to pay the required amounts to (i) the Trust for the development of the airport in Guayaquil, or (ii) AAG for the provision of administrative services; |
| ● | accumulation of fines or sanctions for breach of the levels of services and/or performance for amounts higher than U.S.$0.3 million in a consecutive period of 12 months; |
| ● | breach by AAG of its obligations under the Guayaquil Concession Agreement, as determined by an arbitration tribunal; |
| ● | acts or omissions of the AAG or the Municipality of Guayaquil that impede the efficient execution of the Guayaquil Concession Agreement and that produce substantial adverse effects over the rights of TAGSA, as determined by an arbitration tribunal; or |
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| ● | mutual agreement of the parties. |
Governing Law and Dispute Resolution
The Guayaquil Concession Agreement is governed by the laws of Ecuador. The parties undertake to attempt to solve any dispute related to the Guayaquil Concession Agreement through mediation. In the event that any dispute is not solved in mediation, the parties must proceed to arbitration, in accordance with the terms and conditions of the Guayaquil Concession Agreement.
The Galapagos Concession Agreement
Under the terms of the Galapagos Concession Agreement, Ecogal is responsible for providing the Seymour Airport with management, operation, maintenance and construction services, including the performance of the following activities:
| ● | Projects corresponding to the redevelopment plan, in accordance with the following phases: |
Phase 1: Construction of a new airport terminal, control tower and technical facilities, all of which were completed on August 29, 2013, upon issuance by the Resolution No. 2013-0272 accepting the completion of Phase 1.
Phase 2: Demolition of existing airport terminal, expansion of aircraft platform, remodeling of fire service building, relocation of existing hangars and remodeling of hangars for the cargo terminal, all of which were completed in March 2014.
Phase 3: Involves the development of certain works on the runway and platform, including reconstruction of the runway. Phase 3 also includes a general obligation to perform corrective and prevent maintenance of the runway and platform from 2014 through 2026. The last stage within Phase 3 was expected to commence on June 1, 2021. However, due to impact of the COVID-19 pandemic and ECOGAL request to restore the economic and financial balance under the concession. As a result, Phase 3 started on January 15, 2026, the same day we entered into the fourth amendment to the concession agreement.
| ● | Projects corresponding to the new investments, including (i) asphalt reinforcement of part of the taxiway and intersections (as from June 1, 2015), (ii) asphalt reinforcement of the runway (as from June 1, 2017), (iii) installation of an airfield lighting (beaconing) system and resurfacing of the runway with asphalt (commencing on January 15, 2026), which shall be completed no later than January 14, 2027 (iv) corrective and preventive maintenance on the concrete sector of the runways and platform (between 2014 and 2026) and (v) an additional resurfacing of the runway to be carried out by ECOGAL during the second half of 2031, if required, for a maximum aggregate amount of up to U.S.$4 million (including VAT). |
| ● | Certain maintenance obligations, including all necessary repairs of the facilities, equipment and other concession assets. ECOGAL must prepare and present to the DGAC a maintenance program after the conclusion of Phase 3 of the redevelopment plan. |
In addition, ECOGAL charges tariffs for these additional services from the airlines, private aircrafts, users or passengers, as applicable.
ECOGAL also provides services within the airport terminal, which include (i) common commercial services such as food, beverages, counters, check-in desks at the terminal, etc. and (ii) facultative commercial services such as VIP lounges, souvenirs sale, cargo, etc. Rates for such services are fixed directly by ECOGAL and are considered as part of the determination of the Net Profit in favor of the DGAC. The rates are fixed based on the square meter used in each commercial area. Arrival and commercial establishments used for food industry have a higher rate (calculated using as a reference the prices charged in the Guayaquil Airport and in the city of Puerto Ayora, Galápagos). Offices used by airlines have a rate based on square meter, calculated using as a reference the prices charged in the Guayaquil Airport for similar purposes and rates applied by DGAC.
Master Plan
Under the terms of our Galapagos Concession Agreement, the concessionaire is not required to present a master development program.
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On January 15, 2026, ECOGAL and DGAC entered into the Fourth Amendment to the Galapagos Concession Agreement, which established new investments and rescheduled certain existing investments for the remaining term of the concession agreement.
Fees
The Galapagos Concession Agreement sets forth the tariffs for the fees and services provided by ECOGAL in the Galapagos Airport; such tariffs are approved by the National Civil Aviation Council. The following table sets forth the current tariff rates:
Tariff | | (in U.S.$) |
Ecological tariff (by departing passengers) |
| 5.70 |
Tariff for terminal use (by departing passengers) |
| 31.98 |
Security tariff (by departing passengers) |
| 3.57 |
Tariff for cash fire and rescue (by departing passengers) |
| 4.08 |
Landing tariff 25 – 50 tons (in tons) | 2.53 | |
Landing tariff 50-000 tons (in tons) |
| 2.60 |
Guarantees and other Performance Bonds
The Galapagos Concession Agreement requires the delivery of a bond of U.S.$0.7 million by ECOGAL to the DGAC, which should be in place during the term of the Galapagos Concession Agreement. The bond was issued by Banco de Pacífico a financial entity in Ecuador, and is in force until April 13, 2026. This bond will be renewed annually.
Term and Termination
The term of the Galapagos Concession Agreement is until December 31, 2032, as the conditions precedent set for in Clause 69 were complied with.
The Galapagos Concession Agreement may be terminated upon the occurrence of any of the following events, among others:
| ● | mutual agreement by the parties; |
| ● | in the event ECOGAL commits an act of gross negligence, as determined by an arbitration tribunal; |
| ● | breach of DGAC’s respective obligations under the Galapagos Concession Agreement; or |
| ● | bankruptcy of ECOGAL. |
Governing Law and Dispute Resolution Regime
The Galapagos Concession Agreement is governed by the laws of Ecuador. The parties undertake to attempt to solve any dispute related to the Galapagos Concession Agreement through mediation. In the event that any dispute is not solved in mediation, the parties must proceed to arbitration, in accordance with the terms and conditions of the Galapagos Concession Agreement.
C. ORGANIZATIONAL STRUCTURE
Corporación América International S.à r.l., a private limited liability company (société à responsabilité limitée) also incorporated in Luxembourg (“CAI”) holds the 100% of the Majority Shareholder. A.C.I. Airports S.à r.l., a holding company incorporated in Luxembourg, (“Majority Shareholder”) currently controls 79.56% of our common shares.
CAI is wholly-owned by the Southern Cone Foundation, a foundation created under the laws of Liechtenstein, which manages assets for the benefit of the foundation’s beneficiaries. The potential beneficiaries of this foundation are certain members of the Eurnekian family as well as religious, charitable and educational institutions designated by the foundation’s board of directors. The board of directors of the foundation is currently composed of four individuals and decisions are taken by majority vote. The board of directors has broad authority to manage the affairs of the foundation and to designate its beneficiaries and additional board members.
Most of our operating subsidiaries have non-controlling interests, some of which are significant.
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The following diagram reflects a simplified summary of our organizational structure as of the date hereof:
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D. PROPERTY, PLANTS AND EQUIPMENT
We were incorporated under the laws of the Grand Duchy of Luxembourg on December 14, 2012. Our corporate headquarters are located in Luxembourg and have approximately 139 square meters. Our group acts as a lessee renting various offices, equipment and cars. We lease the office space for our corporate headquarters, located at 128, Boulevard de la Pétrusse, L-2330, 1° floor, Luxembourg, Grand Duchy of Luxembourg. In addition to our corporate headquarters, Proden S.A., one of our affiliates, also leases to AA2000 the building where AA2000 has its principal office, which has approximately 7,499.5 square meters. For further information, “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Proden S.A.”
Under the terms of our concession agreements, we are required to make certain capital expenditures from time to time, in accordance with investment plans pursuant to each concession agreement. Such investments include ongoing remodeling and expansion of our airport terminals and related facilities, as well as new terminals and runways, baggage handling systems, aircraft parking areas, development of new commercial areas and certain intangible assets, among other investments. For detailed information on our capital expenditures by segment, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures by Segment.” For further information on how we treat our investments related to improvements and upgrades to be performed in connection with our concession agreements, see “Item 4. Information On The Company—B. Business Overview—Our Revenue Sources—Construction Service Revenue.”
In addition, we must comply with the terms of the concession agreements. For further information on the terms of the concession agreements corresponding to each airport, their relevant provisions, as well as the concession expiration dates, please see “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework.”
ITEM 4A. UNRESOLVED STAFF COMMENTS
The Company has no unresolved comments from the staff of the SEC with respect to its periodic reports under the Exchange Act.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
Our discussion and analysis of our results of operations and financial condition are based upon our Audited Consolidated Financial Statements, which have been prepared in accordance with IFRS. Our operating and financial review and prospects should be read in conjunction with our Audited Consolidated Financial Statements, the accompanying notes thereto and other financial information appearing elsewhere in this annual report.
A. OPERATING RESULTS
Factors Affecting Our Results of Operations
A number of factors have a significant impact on our business and results of operations, the most important of which are passenger traffic levels and air traffic operations, fluctuations in exchange rates in the currencies in which we operate, our capital investment plans and regulations.
Passenger Traffic Levels and Air Traffic Operations
A significant portion of our revenue depends directly or indirectly on the level of passenger traffic at our airports and the number of aircraft movements (takeoffs and landings) conducted in the airports we operate. Aeronautical revenue within our airports is directly dependent on aircraft movements. In addition, our commercial revenues depend significantly on the number of passengers passing through terminals, as well as on the nature of the traffic. For example, international passenger traffic generates more commercial revenue than domestic traffic.
In 2025, air traffic increased 9.8% in terms of number of passengers, increased 6.4% in terms of aircraft movements, and increased 1.4% in terms of cargo volume handled. In 2024, air traffic decreased 2.7% in terms of number of passengers, decreased 3.0% in terms of aircraft movements, and increased 7.5% in terms of cargo volume handled. In 2023, air traffic increased 23.7% in terms of number of passengers, increased 15.1% in terms of aircraft movements, and increased 7.9% in terms of cargo volume.
122
Fluctuations in Exchange Rates in the Currencies in which We Operate
Our primary foreign currency exposure gives rise to market risks associated with exchange rate movements of the Argentine peso, the Brazilian real, the euro, the Uruguayan peso and the Armenian dram against the U.S. dollar; and the Euro against the Argentine peso and the Armenian dram. See “Item 11. Quantitative and Qualitative Disclosure about Market Risk—Exchange Rate Risk.”
Closing Exchange Rate | Average Exchange Rate |
| |||||||||||
| | % change | | | % change |
| |||||||
against prior | against prior |
| |||||||||||
| 2025 | | 2024 | year | 2025 | | 2024 | year |
| ||||
UYU |
| 39.04 |
| 44.01 |
| (11.3) | % | 41.06 |
| 40.14 |
| 2.3 | % |
BRL |
| 5.50 |
| 6.19 |
| (11.1) | % | 5.59 |
| 5.39 |
| 3.6 | % |
EUR |
| 1.18 |
| 1.04 |
| 13.1 | % | 1.13 |
| 1.08 |
| 4.4 | % |
ARS |
| 1,455.0 |
| 1,032.0 |
| 41.0 | % | 1,245.01 |
| 915.17 |
| 36.0 | % |
AMD |
| 381.36 |
| 396.56 |
| (3.8) | % | 386.86 |
| 392.70 |
| (1.5) | % |
Our Capital Investment Plans
We are in negotiations to implement infrastructure development plans in Italy and Armenia. We and the Italian aviation authority (ENAC) are currently in discussions to develop a €576 million infrastructure plan for the Florence and Pisa Airports. Subject to further discussions and approvals as per the Italian regulatory framework, it is expected that this plan would include a total investment of €440 million between 2025 and 2030 in the Florence Airport, including the expansion and renovation of existing terminal (approximately 45,000 square meters in 2030 and a new runway of approximately 2,200 meters in length); and a total investment of €136 million between 2025 and 2028 in the Pisa Airport, including the expansion of the existing terminal by approximately 7,500 square meters and the renovation of about 12,000 square meters of existing terminal areas, as well as the restructuring/expansion of the existing aircraft parking area. In Armenia, we submitted to the Armenian Government a new master plan including a capital investment program of U.S.$425 million to be executed by 2033, covering infrastructure development, operational enhancements, and long-term capacity at Zvartnots International Airport. The master plan shall be updated every five years. See “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources.”
Regulations
Fees for aeronautical services are established under the terms of the relevant concession agreement, and the regulatory framework of the governmental authority in each jurisdiction where we operate. Our concession agreements establish or otherwise regulate the rates that we may charge to aircraft operators and passengers for aeronautical services, including fees for landing and transit of aircraft, departing passenger fees, and fees for aircraft parking. Some of our concession agreements also allow us to charge additional fees to passengers for services such as security and reduced mobility assistance, among others. These fees are invoiced to users of our airport infrastructure, principally airlines using our airports, either from their general revenue or as collected directly from airline passengers.
Our Segments
We currently have six reportable segments: Argentina, Italy, Brazil, Uruguay, Ecuador and Armenia. See Note 4 to our Audited Consolidated Financial Statements and “Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services.”
The elimination of any intersegment revenues and other significant intercompany operations are included in the “Intrasegment Adjustments” column.
123
Our Associates
Under the terms of the concession agreement for the operation of the Galapagos Airport (the “Galapagos Concession Agreement”), the net profits generated by ECOGAL must be transferred entirely to the Dirección General de Aviación Civil. Because we are not entitled to receive dividends from the operations of ECOGAL, we record our percentage ownership interest in the shareholders’ equity of ECOGAL in “Investments in associates” and we account for our results of operations for ECOGAL under the equity method as “share of loss in associates.”
Certain of the operational information provided below with respect to passenger composition, cargo volume and aircraft movements includes results of ECOGAL. Revenue and expense information on a per segment basis for Ecuador includes the results of TAGSA but does not include the results of ECOGAL.
In December 2023, CAAP acquired 100% of the issued share capital of Navinten S.A. (“Navinten”), a non-listed company based in Uruguay which operates the duty free shops in the Uruguayan airports.
In December 2023, CAAP decreased its participation in Navinten to 49% after (i) selling a 10% of its participation in the company, and (ii) approving the issuance of new shares of Navinten, thus losing the control of Navinten, which became an associated company.
Macroeconomic Conditions
Argentina has historically been subject to inflation. The National Statistic and Census Institute (“INDEC”) reported an inflation increase of 31.5% in 2025, 117.8% in 2024 and 211.4% in 2023. See “Item 3. Key Information—D. Risk Factors—Continuing high inflation may impact the Argentine economy and adversely affect our results of operations.”
We have determined that, as of July 1, 2018, the Argentine economy qualifies as a hyperinflationary economy therefore according to the guidelines of the IAS 29, our financial statements for periods ending after that date should be adjusted by applying a general price index and expressed in the measuring unit at the end of the reporting period and then such financial information to be translated into the presentation currency at the prevailing exchange rate. See Note 2 to our Audited Consolidated Financial Statements. See “Item 3. Key Information—Risk Factors—Continuing high inflation may impact the Argentine economy and adversely affect our results of operations.”
Likewise, our Argentine subsidiaries are operating in an economical context where main variables have recently experienced strong volatility as a consequence of political and economic uncertainties, both in national and international environments. Considering this situation, we continue to assess the evolution of variables in order to identify the unforeseen potential impacts that could affect the Company’s business and performance.
124
Our Passenger Traffic, Cargo Volume and Aircraft Movements
Our revenue is highly dependent on air traffic levels. Passenger traffic in our airports is composed of international, domestic and transit passengers. In 2025, 2024, and 2023, approximately 51.3%, 51.9%, and 56.3% respectively, of the passengers were domestic passengers, approximately 39.4%, 38.9%, and 35.0%, respectively, of our passengers were international passengers, and approximately 9.3%, 9.2%, and 8.8%, respectively, of our passengers were transit passengers. The majority of our aircraft movements consist of commercial airline traffic, which drives a substantial portion of our passenger traffic. General aviation, which includes private jets, is the second largest category of aircraft movements, but does not significantly contribute to passenger traffic. Cargo is generally transported through commercial aircraft movements, and to a lesser extent, through cargo flights. The principal factor affecting our cargo volume is macroeconomic conditions in the local and regional markets. The following table sets forth certain statistical data relating to our total passenger traffic, cargo volume and aircraft movements for the periods indicated:
For the year ended December 31, |
| ||||||||||||
| | % change | | | % change | | | % change |
| ||||
against prior | against prior | against prior | |||||||||||
2025 | year | 2024 | year | 2023 | year | ||||||||
Domestic Passengers (in millions) | 44.5 | 8.6 | % | 41.0 | (10.3) | % | 45.7 | 20.9 | % | ||||
International Passengers (in millions) | 34.1 | 11.0 | % | 30.8 | 8.4 | % | 28.4 | 32.9 | % | ||||
Transit passengers (in millions) |
| 8.0 |
| 11.3 | % | 7.2 |
| 1.7 | % | 7.1 |
| 10.1 | % |
Total passengers (in millions) |
| 86.7 |
| 9.8 | % | 79.0 |
| (2.7) | % | 81.1 |
| 23.7 | % |
Cargo volumes (in thousands of tons) |
| 403.7 |
| 1.4 | % | 398.0 |
| 7.5 | % | 370.2 |
| 7.9 | % |
Total aircraft movements (in thousands) |
| 876.4 |
| 6.4 | % | 823.7 |
| (3.0) | % | 849.5 |
| 15.1 | % |
125
Our Passenger Traffic, Cargo Volume and Aircraft Movements, per Segment
Set forth below is a summary (including our unconsolidated operations) of the passenger composition, cargo volume and aircraft movements for each of our segments:
For the Year Ended December 31 | |||||||||||||||||||
| | | % Change | | | % Change | | | | % Change | |||||||||
Against | Against | Against | |||||||||||||||||
2025 | % of Total | Prior Year | 2024 | | % of Total | Prior Year | 2023 | % of Total | Prior Year | ||||||||||
Argentina | | | | | | | | | |||||||||||
Domestic Passengers (in millions) | 30.6 | 68.7 | % | 10.2 | % | 27.8 | 67.7 | % | (9.1) | % | 30.5 | 66.8 | % | 26.9 | % | ||||
International Passengers (in millions) | 15.4 | 45.0 | % | 17.4 | % | 13.1 | 42.5 | % | 11.6 | % | 11.7 | 41.3 | % | 36.2 | % | ||||
Transit passengers (in millions) | 1.5 | 18.4 | % | 14.7 | % | 1.3 | 17.9 | % | (8.6) | % | 1.4 | 19.9 | % | 27.7 | % | ||||
Total passengers (in millions) |
| 47.4 |
| 54.7 | % | 12.6 | % | 42.1 |
| 53.4 | % | (3.5) | % | 43.7 |
| 53.8 | % | 29.3 | % |
Cargo volume (in thousands of tons) |
| 214.8 |
| 53.2 | % | 3.5 | % | 207.5 |
| 52.1 | % | 8.2 | % | 191.8 |
| 51.8 | % | 5.6 | % |
Aircraft movements (in thousands) |
| 481.7 |
| 55.0 | % | 7.1 | % | 449.7 |
| 54.6 | % | (1.9) | % | 458.6 |
| 54.0 | % | 19.2 | % |
Italy |
|
|
|
|
|
|
|
|
|
| |||||||||
Domestic Passengers (in millions) |
| 2.0 |
| 4.5 | % | 7.3 | % | 1.9 |
| 4.5 | % | 7.6 | % | 1.7 |
| 3.8 | % | 9.6 | % |
International Passengers (in millions) |
| 7.8 |
| 22.8 | % | 8.7 | % | 7.2 |
| 23.3 | % | 11.6 | % | 6.4 |
| 22.7 | % | 25.7 | % |
Transit passengers (in millions) |
| 0.0 |
| 0.1 | % | 38.5 | % | 0.0 |
| 0.1 | % | 14.7 | % | 0.0 |
| 0.1 | % | 64.8 | % |
Total passengers (in millions) |
| 9.8 |
| 11.3 | % | 8.4 | % | 9.0 |
| 11.4 | % | 10.7 | % | 8.2 |
| 10.1 | % | 21.9 | % |
Cargo volume (in thousands of tons) |
| 12.6 |
| 3.1 | % | (3.7) | % | 13.0 |
| 3.3 | % | 0.7 | % | 12.9 |
| 3.5 | % | (13.2) | % |
Aircraft movements (in thousands) |
| 88.7 |
| 10.1 | % | 7.9 | % | 82.2 |
| 10.0 | % | 5.5 | % | 77.9 |
| 9.2 | % | 13.1 | % |
Brazil |
|
|
|
|
|
|
|
|
|
| |||||||||
Domestic Passengers (in millions) |
| 9.6 |
| 21.5 | % | 5.8 | % | 9.0 |
| 22.0 | % | (16.9) | % | 10.9 |
| 23.8 | % | 8.4 | % |
International Passengers (in millions) |
| 0.9 |
| 2.5 | % | 20.0 | % | 0.7 |
| 2.4 | % | 12.4 | % | 0.6 |
| 2.3 | % | 38.7 | % |
Transit passengers (in millions) |
| 6.3 |
| 78.2 | % | 8.9 | % | 5.8 |
| 79.9 | % | 3.2 | % | 5.6 |
| 78.7 | % | 6.2 | % |
Total passengers (in millions) |
| 16.7 |
| 19.3 | % | 7.6 | % | 15.5 |
| 19.7 | % | (9.2) | % | 17.1 |
| 21.1 | % | 8.6 | % |
Cargo volume (in thousands of tons) |
| 62.3 |
| 15.4 | % | (5.0) | % | 65.6 |
| 16.5 | % | (1.5) | % | 66.6 |
| 18.0 | % | 15.2 | % |
Aircraft movements (in thousands) |
| 150.8 |
| 17.2 | % | 5.3 | % | 143.2 |
| 17.4 | % | (9.6) | % | 158.4 |
| 18.6 | % | 9.5 | % |
Uruguay |
|
|
|
|
|
|
|
|
|
| |||||||||
Domestic Passengers (in millions) |
| 0.0 |
| 0.0 | % | 100.6 | % | 0.0 |
| 0.0 | % | (5.4) | % | 0.0 |
| 0.0 | % | 23.9 | % |
International Passengers (in millions) | 2.3 | 6.6 | % | 2.9 | % | 2.2 | 7.1 | % | 13.8 | % | 1.9 | 6.8 | % | 34.9 | % | ||||
Transit passengers (in millions) |
| 0.0 |
| 0.4 | % | (23.1) | % | 0.0 |
| 0.7 | % | 114.6 | % | 0.0 |
| 0.3 | % | 219.8 | % |
Total passengers (in millions) |
| 2.3 |
| 2.6 | % | 2.5 | % | 2.2 |
| 2.8 | % | 14.9 | % | 2.0 |
| 2.4 | % | 35.8 | % |
Cargo volume (in thousands of tons) |
| 35.5 |
| 8.8 | % | 10.0 | % | 32.3 |
| 8.1 | % | 3.5 | % | 31.2 |
| 8.4 | % | (2.9) | % |
Aircraft movements (in thousands) |
| 34.0 |
| 3.9 | % | 4.5 | % | 32.5 |
| 4.0 | % | 1.7 | % | 32.0 |
| 3.8 | % | 14.8 | % |
Armenia |
|
|
|
|
|
|
|
|
|
| |||||||||
Domestic Passengers (in millions) |
| — |
| — | — | — |
| — | — | — |
| — | — | ||||||
International Passengers (in millions) |
| 5.6 |
| 16.4 | % | 5.0 | % | 5.3 |
| 17.3 | % | (1.8) | % | 5.4 |
| 19.1 | % | 46.8 | % |
Transit passengers (in millions) |
| 0.2 |
| 2.0 | % | 507.8 | % | 0.0 |
| 0.4 | % | — | — |
| — | — | |||
Total passengers (in millions) |
| 5.8 |
| 6.6 | % | 7.5 | % | 5.4 |
| 6.8 | % | (1.3) | % | 5.4 |
| 6.7 | % | 46.8 | % |
Cargo volume (in thousands of tons) |
| 42.8 |
| 10.6 | % | 1.2 | % | 42.2 |
| 10.6 | % | 24.8 | % | 33.9 |
| 9.1 | % | 45.0 | % |
Aircraft movements (in thousands) |
| 42.9 |
| 4.9 | % | 7.5 | % | 39.9 |
| 4.8 | % | (9.6) | % | 44.1 |
| 5.2 | % | 25.4 | % |
Ecuador(1) |
|
|
|
|
|
|
|
|
|
| |||||||||
Domestic Passengers (in millions) |
| 2.4 |
| 5.3 | % | 1.1 | % | 2.3 |
| 5.7 | % | (8.3) | % | 2.6 |
| 5.6 | % | 19.5 | % |
International Passengers (in millions) |
| 2.3 |
| 6.6 | % | 0.4 | % | 2.3 |
| 7.4 | % | 2.1 | % | 2.2 |
| 7.8 | % | 9.5 | % |
Transit passengers (in millions) |
| 0.1 |
| 0.8 | % | (18.4) | % | 0.1 |
| 1.1 | % | 11.2 | % | 0.1 |
| 1.0 | % | 4.0 | % |
Total passengers (in millions) |
| 4.7 |
| 5.4 | % | 0.4 | % | 4.7 |
| 5.9 | % | (3.3) | % | 4.8 |
| 6.0 | % | 14.5 | % |
Cargo volume (in thousands of tons) |
| 35.8 |
| 8.9 | % | (4.1) | % | 37.3 |
| 9.4 | % | 10.4 | % | 33.8 |
| 9.1 | % | 1.7 | % |
Aircraft movements (in thousands) |
| 78.4 |
| 8.9 | % | 3.0 | % | 76.1 |
| 9.2 | % | (3.0) | % | 78.5 |
| 9.2 | % | 2.0 | % |
| (1) | We have included ECOGAL’s operational data, although its results of operations are not consolidated. |
126
Our Revenue from Continuing Operations
We classify our revenue in the following categories: (i) aeronautical revenue, (ii) commercial revenue, (iii) construction service revenue and (iv) other revenue. Our consolidated revenue does not include revenue of ECOGAL (Galapagos Airport) operations for the years ended December 31, 2025, 2024, and 2023, as it was accounted for under the equity method.
Our total consolidated revenue for the years ended December 31, 2025, 2024 and 2023 is summarized below:
For the Year Ended December 31, |
| ||||||||||||
| 2025 | | 2024 | | 2023 |
| |||||||
(in millions | | % of Total | (in millions | | % of Total | (in millions | | % of Total |
| ||||
of U.S.$) | Revenue | of U.S.$) | Revenue | of U.S.$) | Revenue |
| |||||||
Aeronautical revenue |
| 934.7 |
| 47.6 | % | 876.7 |
| 47.6 | % | 644.5 |
| 46.0 | % |
Non-aeronautical Revenue |
|
|
|
|
|
| |||||||
Commercial revenue |
| 813.1 |
| 41.4 | % | 738.7 |
| 40.1 | % | 603.7 |
| 43.1 | % |
Construction service revenue |
| 205.8 |
| 10.5 | % | 223.4 |
| 12.1 | % | 144.7 |
| 10.3 | % |
Other Revenue |
| 8.5 |
| 0.4 | % | 4.5 |
| 0.2 | % | 7.2 |
| 0.5 | % |
Total consolidated revenue |
| 1,962.1 |
| 100.0 | % | 1,843.3 |
| 100.0 | % | 1,400.0 |
| 100.0 | % |
Our Expenses from Continuing Operations
Our expenses from continuing operations are cost of services, selling, general and administrative expenses, financial loss, inflation adjustments, other expense, and income tax. Other reportable expenses consist of impairment loss/ (reversal) and other operating expenses.
For the Year Ended December 31, |
| ||||||||||||
| 2025 | | 2024 | | 2023 |
| |||||||
(in millions | | % of Total | (in millions | | % of Total | (in millions | | % of Total |
| ||||
of U.S.$) | Expenses | of U.S.$) | Expenses | of U.S.$) | Expenses |
| |||||||
Cost of services |
| 1,272.4 |
| 69.3 | % | 1,237.3 |
| 74.9 | % | 914.7 |
| 66.1 | % |
Selling, general and administrative expenses |
| 220.2 |
| 12.0 | % | 198.1 |
| 12.0 | % | 138.7 |
| 10.0 | % |
Financial loss |
| 244.0 |
| 13.3 | % | (110.3) |
| (6.7) | % | 406.6 |
| 29.4 | % |
Inflation adjustment |
| 11.1 |
| 0.6 | % | 21.3 |
| 1.3 | % | 40.5 |
| 2.9 | % |
Other expense |
| 13.1 |
| 0.7 | % | 7.0 |
| 0.4 | % | (93.4) |
| (6.8) | % |
Income tax expense |
| 75.0 |
| 4.1 | % | 298.8 |
| 18.1 | % | (24.2) |
| (1.8) | % |
Total expenses |
| 1,835.6 |
| 100.0 | % | 1,652.2 |
| 100.0 | % | 1,382.8 |
| 100.0 | % |
Cost of Services
Our cost of services is composed primarily of salaries and social security contributions, construction service cost, maintenance, airport concession fees, the amortization of intangible assets, service fees, cost of fuel, royalties, fees and easements, airport operation costs and other miscellaneous items.
Selling, General and Administrative Expenses from Continuing Operations
Our selling, general and administrative expenses consist primarily of taxes, salaries and social contributions, depreciation and amortization, utility services, office expenses, repair and replacement provisions, maintenance costs, advertising expenses, insurance costs, aircraft charter service costs, costs related to security, healthcare and firefighters, bad debt charges and other miscellaneous items.
127
Financial Loss from Continuing Operations
Our financial loss consists primarily of interest expense, net foreign exchange loss, adjustments with respect to our Brazilian operations and other expenses.
Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations
| For the year ended December 31, | |||||
2025 | | 2024 | | 2023 | ||
| (in millions of U.S.$) | |||||
Income from continuing operations |
| 257.7 |
| 307.9 |
| 226.5 |
Financial income |
| (68.3) |
| (71.4) |
| (101.6) |
Financial loss |
| 244.0 |
| (110.3) |
| 406.6 |
Inflation adjustment |
| 11.1 |
| 21.3 |
| 40.5 |
Income tax expense |
| 75.0 |
| 298.8 |
| (24.2) |
Depreciation and amortization |
| 208.4 |
| 182.5 |
| 130.0 |
Adjusted EBITDA |
| 727.8 |
| 628.7 |
| 677.7 |
Construction services revenue |
| (205.8) |
| (223.4) |
| (144.7) |
Construction services cost |
| 193.5 |
| 216.8 |
| 138.3 |
Adjusted EBITDA excluding Construction Services |
| 715.5 |
| 622.2 |
| 671.3 |
See “Presentation of Financial Information—Non-IFRS Information—Adjusted EBITDA and Adjusted EBITDA excluding Construction Services.”
128
Summary Consolidated Results of Operations
The following table sets forth a summary of our consolidated results of operations, as well as the percentage change of each category from the prior year for the periods indicated:
For the year ended December 31, | |||||||||||
| 2025 | | 2024 | | 2023 | ||||||
% of Change | % of Change | ||||||||||
(in millions | | against | (in millions | | against | (in millions | | ||||
of U.S.$) | prior year | of U.S.$) | prior year | of U.S.$) | |||||||
Aeronautical revenue | 934.7 | 6.6 | % | 876.7 | 36.0 | % | 644.5 | ||||
Non-aeronautical Revenue | |||||||||||
Commercial revenue |
| 813.1 |
| 10.1 | % | 738.7 |
| 22.4 | % | 603.7 |
|
Construction service revenue |
| 205.8 |
| (7.9) | % | 223.4 |
| 54.3 | % | 144.7 |
|
Other Revenue |
| 8.5 |
| 90.0 | % | 4.5 |
| (37.7) | % | 7.2 |
|
Total consolidated revenue |
| 1,962.1 |
| 6.4 | % | 1,843.3 |
| 31.7 | % | 1,400.0 |
|
Cost of Services |
|
|
|
|
|
|
|
|
| ||
Concession fees |
| 220.6 |
| 4.8 | % | 210.6 |
| 34.8 | % | 156.2 |
|
Depreciation and amortization |
| 197.4 |
| 12.7 | % | 175.1 |
| 41.6 | % | 123.7 |
|
Cost of fuel |
| 114.0 |
| 15.5 | % | 98.7 |
| (12.7) | % | 113.1 |
|
Salaries and social security contributions |
| 245.3 |
| (2.6) | % | 251.8 |
| 35.4 | % | 185.9 |
|
Taxes |
| 5.0 |
| (7.4) | % | 5.4 |
| 129.8 | % | 2.4 |
|
Maintenance expenses |
| 181.0 |
| 3.2 | % | 175.3 |
| 59.4 | % | 110.0 |
|
Construction service costs |
| 193.5 |
| (10.8) | % | 216.8 |
| 56.8 | % | 138.3 |
|
Services and fees |
| 67.9 |
| (2.9) | % | 69.9 |
| 23.4 | % | 56.6 |
|
Office expenses |
| 14.6 |
| (9.2) | % | 16.0 |
| 64.5 | % | 9.7 |
|
Others |
| 33.0 |
| 87.3 | % | 17.6 |
| (6.0) | % | 18.8 |
|
Total Cost of Services |
| 1,272.4 |
| 2.8 | % | 1,237.3 |
| 35.3 | % | 914.7 |
|
Salaries and Social Security contributions | 53.1 |
| 15.2 | % | 46.1 |
| 39.6 | % | 33.0 |
| |
Depreciation and amortization | 11.0 |
| 49.6 | % | 7.4 |
| 16.6 | % | 6.3 |
| |
Services and fees | 49.4 |
| 8.9 | % | 45.3 |
| 14.2 | % | 39.7 |
| |
Taxes | 63.9 |
| 0.8 | % | 63.4 |
| 71.3 | % | 37.0 |
| |
Maintenance expenses |
| 6.6 |
| 167.7 | % | 2.5 |
| 16.4 | % | 2.1 |
|
Advertising |
| 6.4 |
| (1.3) | % | 6.5 |
| 320.1 | % | 1.5 |
|
Office expenses |
| 9.9 |
| 12.6 | % | 8.8 |
| 81.2 | % | 4.9 |
|
Insurance |
| 3.2 |
| 18.5 | % | 2.7 |
| (5.0) | % | 2.8 |
|
Bad debts recovery |
| (3.8) |
| (13.5) | % | (4.4) |
| 29.1 | % | (3.4) |
|
Bad debts |
| 11.2 |
| 25.6 | % | 8.9 |
| 78.2 | % | 5.0 |
|
Other |
| 9.3 |
| (15.3) | % | 11.0 |
| 13.3 | % | 9.7 |
|
Total selling, general and administrative expenses |
| 220.2 |
| 11.2 | % | 198.1 |
| 42.9 | % | 138.7 |
|
Impairment reversal/(loss) of non-financial assets |
| (0.3) | 100.0 | % | — | (100.0) | % | 102.8 |
| ||
Other operating income |
| 31.8 | (31.5) | % | 46.4 | (53.9) | % | 100.6 |
| ||
Other operating expense |
| (12.7) | 83.1 | % | (7.0) | (26.3) | % | (9.5) |
| ||
Operating income |
| 488.3 | 9.2 | % | 447.3 | (17.3) | % | 540.6 |
| ||
Share of income/(loss) in associates |
| 31.1 | n.m. | (1.0) | (114.0) | % | 7.1 |
| |||
Income before financial results and income tax |
| 519.4 | 16.4 | % | 446.3 | (18.5) | % | 547.7 |
| ||
Financial income |
| 68.3 | (4.3) | % | 71.4 | (29.7) | % | 101.6 |
| ||
Financial loss |
| (244.0) | (321.2) | % | 110.3 | (127.1) | % | (406.6) |
| ||
Inflation adjustment |
| (11.1) | (47.9) | % | (21.3) | (47.6) | % | (40.5) |
| ||
Income before income tax |
| 332.7 | (45.2) | % | 606.7 | 200.0 | % | 202.2 |
| ||
Income tax expense |
| (75.0) | (74.9) | % | (298.8) | n.m. | 24.2 |
| |||
Income for the year |
| 257.7 | (16.3) | % | 307.9 | 36.0 | % | 226.5 |
| ||
Attributable to Owners of the parent |
| 247.7 | (12.4) | % | 282.7 | 18.0 | % | 239.5 |
| ||
Non-controlling interest |
| 10.0 | (60.4) | % | 25.2 | (293.6) | % | (13.0) |
| ||
n.m. = not meaningful.
129
Our Revenue by Segment
Set forth below is a summary of the total revenue for each of our reportable segments (including the intra-segment adjustments related to reportable segments):
For the Year Ended December 31, |
| ||||||||||||
| 2025 | | 2024 | | 2023 |
| |||||||
(in millions | | % of Total | (in millions | | % of Total | (in millions of | | % of Total |
| ||||
of U.S.$) | Revenue | of U.S.$) | Revenue | U.S.$) | Revenue |
| |||||||
Argentina |
| 1,069.5 |
| 54.5 | % | 1,043.9 |
| 56.6 | % | 640.6 |
| 45.5 | % |
Italy |
| 170.4 |
| 8.7 | % | 138.8 |
| 7.5 | % | 133.4 |
| 9.6 | % |
Brazil |
| 118.5 |
| 6.0 | % | 111.1 |
| 6.0 | % | 110.6 |
| 7.9 | % |
Uruguay |
| 192.2 |
| 9.8 | % | 185.7 |
| 10.1 | % | 157.0 |
| 11.3 | % |
Armenia |
| 296.3 |
| 15.1 | % | 252.8 |
| 13.7 | % | 252.5 |
| 18.1 | % |
Ecuador(1) |
| 114.4 |
| 5.8 | % | 110.3 |
| 6.0 | % | 105.2 |
| 7.5 | % |
Unallocated |
| 0.7 |
| 0.0 | % | 0.7 |
| 0.0 | % | 0.7 |
| 0.1 | % |
Total consolidated revenue(1) (2) |
| 1,962.1 |
| 100.0 | % | 1,843.3 |
| 100.0 | % | 1,400.0 |
| 100.0 | % |
| (1) | We account for the results of operations of ECOGAL using the equity method. |
| (2) | We account for the results of operations of Navinten using the equity method. |
130
Revenue Classification by Segment
Set forth below is a summary of the aeronautical revenue and non-aeronautical revenue, including commercial services revenue, construction service revenue and other revenue from continuing operations, for each of our segments, including the intra-segment adjustments related to reportable segments:
For the year ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
(in millions of U.S.$) | ||||||
Argentina |
| |
| |
| |
Aeronautical revenue |
| 545.5 | 512.2 |
| 296.4 | |
Non-aeronautical Revenue |
|
|
|
| ||
Commercial revenue |
| 400.6 | 376.1 |
| 251.2 | |
Construction service revenue |
| 123.5 | 155.6 |
| 93.0 | |
Other revenue |
| — | — |
| — | |
Total revenue |
| 1,069.5 | 1,043.9 |
| 640.6 | |
Italy |
|
| ||||
Aeronautical revenue |
| 77.4 | 70.8 |
| 70.1 | |
Non-aeronautical Revenue |
|
|
|
|
| |
Commercial revenue |
| 54.4 |
| 47.2 |
| 39.9 |
Construction service revenue |
| 30.2 |
| 16.4 |
| 16.2 |
Other revenue |
| 8.5 |
| 4.4 |
| 7.2 |
Total revenue |
| 170.4 |
| 138.8 |
| 133.4 |
Brazil |
|
|
| |||
Aeronautical revenue |
| 44.9 |
| 40.8 |
| 45.7 |
Non-aeronautical Revenue |
|
|
|
| ||
Commercial revenue |
| 72.8 |
| 68.8 |
| 64.8 |
Construction service revenue |
| 0.8 |
| 1.5 |
| 0.2 |
Other revenue |
| — |
| — |
| — |
Total revenue |
| 118.5 |
| 111.1 |
| 110.6 |
Uruguay |
|
|
| |||
Aeronautical revenue |
| 84.4 |
| 81.0 |
| 65.4 |
Non-aeronautical Revenue |
|
|
|
| ||
Commercial revenue |
| 75.2 |
| 66.7 |
| 59.8 |
Construction service revenue |
| 32.5 |
| 37.9 |
| 31.7 |
Other revenue |
| 0.0 |
| 0.0 |
| 0.0 |
Total revenue |
| 192.2 |
| 185.7 |
| 157.0 |
Armenia |
|
|
| |||
Aeronautical revenue |
| 101.2 |
| 90.5 |
| 88.5 |
Non-aeronautical Revenue |
|
|
|
| ||
Commercial revenue |
| 178.8 |
| 150.5 |
| 160.4 |
Construction service revenue |
| 16.4 |
| 11.8 |
| 3.6 |
Other revenue |
| — |
| — |
| — |
Total revenue |
| 296.3 |
| 252.8 |
| 252.5 |
Ecuador |
|
|
| |||
Aeronautical revenue |
| 81.3 |
| 81.4 |
| 78.3 |
Non-aeronautical Revenue |
|
|
|
| ||
Commercial revenue |
| 30.7 |
| 28.7 |
| 26.9 |
Construction service revenue |
| 2.5 |
| 0.1 |
| 0.0 |
Other revenue |
| — |
| — |
| — |
Total revenue |
| 114.4 |
| 110.3 |
| 105.2 |
Unallocated |
|
|
| |||
Aeronautical revenue |
| — |
| — |
| — |
Non-aeronautical Revenue |
|
|
|
| ||
Commercial revenue |
| 0.7 |
| 0.6 |
| 0.7 |
Construction service revenue |
| — |
| — |
| — |
Other revenue |
| 0.0 |
| 0.1 |
| 0.0 |
Total revenue |
| 0.7 |
| 0.7 |
| 0.7 |
Total consolidated revenue | 1,962.1 |
| 1,843.3 |
| 1,400.0 | |
131
Our Expenses by Segment
Set forth below is a summary of our total expenses from continuing operations by segment which consists of cost of services, selling general and administrative expenses and other operating expenses, including the intra-segment adjustments related to reportable segments:
For the Year Ended December 31, |
| ||||||||||||
2025 | 2024 | 2023 |
| ||||||||||
| (in millions | | % of Total | | (in millions | | % of Total | | (in millions | | % of Total |
| |
of U.S.$) | Expenses(1) | of U.S.$) | Expenses(1) | of U.S.$) | Expenses(1) |
| |||||||
Argentina |
| 838.3 |
| 55.7 | % | 841.0 |
| 58.3 | % | 481.9 |
| 45.3 | % |
Italy |
| 132.8 |
| 8.8 | % | 106.1 |
| 7.4 | % | 104.8 |
| 9.9 | % |
Brazil |
| 82.3 |
| 5.5 | % | 82.9 |
| 5.7 | % | 90.9 |
| 8.6 | % |
Uruguay |
| 134.0 |
| 8.9 | % | 128.3 |
| 8.9 | % | 112.8 |
| 10.6 | % |
Armenia |
| 200.7 |
| 13.3 | % | 171.8 |
| 11.9 | % | 171.8 |
| 16.2 | % |
Ecuador |
| 85.1 |
| 5.7 | % | 80.3 |
| 5.6 | % | 76.9 |
| 7.2 | % |
Unallocated |
| 32.1 |
| 2.1 | % | 31.9 |
| 2.2 | % | 23.7 |
| 2.2 | % |
Total expenses |
| 1,505.3 |
| 100.0 | % | 1,442.4 |
| 100.0 | % | 1,062.8 |
| 100.0 | % |
| (1) | Excludes income tax expense, financial loss, impairment loss/ (reversal). |
132
Expenses Classification by Segment
Set forth below is a table of our total expenses from continuing operations, consisting of costs of services and selling, general and administrative expenses and other operating expenses for each of our segments, including the intra-segment adjustments related to reportable segments:
For the Year Ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
(in millions of U.S.$) | ||||||
Argentina |
| |
| |
| |
Cost of Services |
| 713.8 |
| 735.2 |
| 419.6 |
Selling, General and Administrative Expenses |
| 114.5 |
| 100.5 |
| 55.0 |
Other operating expenses |
| 10.0 |
| 5.2 |
| 7.3 |
Total Expenses |
| 838.3 |
| 841.0 |
| 481.9 |
Italy |
|
|
| |||
Cost of Services |
| 119.0 |
| 93.3 |
| 91.6 |
Selling, General and Administrative Expenses |
| 13.8 |
| 12.8 |
| 13.1 |
Other operating expenses |
| — |
| — |
| — |
Total Expenses |
| 132.8 |
| 106.1 |
| 104.8 |
Brazil |
|
|
| |||
Cost of Services |
| 71.9 |
| 71.8 |
| 79.3 |
Selling, General and Administrative Expenses |
| 10.3 |
| 10.7 |
| 11.1 |
Other operating expenses |
| 0.0 |
| 0.4 |
| 0.5 |
Total Expenses |
| 82.3 |
| 82.9 |
| 90.9 |
Uruguay |
|
|
| |||
Cost of Services |
| 107.7 |
| 106.9 |
| 93.4 |
Selling, General and Administrative Expenses |
| 25.1 |
| 21.2 |
| 18.9 |
Other operating expenses |
| 1.1 |
| 0.3 |
| 0.5 |
Total Expenses |
| 134.0 |
| 128.3 |
| 112.8 |
Armenia |
|
|
| |||
Cost of Services |
| 179.4 |
| 154.7 |
| 156.5 |
Selling, General and Administrative Expenses |
| 19.7 |
| 16.2 |
| 14.3 |
Other operating expenses |
| 1.6 |
| 1.0 |
| 1.0 |
Total Expenses |
| 200.7 |
| 171.8 |
| 171.8 |
Ecuador |
|
|
| |||
Cost of Services |
| 68.9 |
| 63.9 |
| 62.3 |
Selling, General and Administrative Expenses |
| 16.2 |
| 16.4 |
| 14.6 |
Other operating expenses |
| 0.0 |
| 0.0 |
| 0.0 |
Total Expenses |
| 85.1 |
| 80.3 |
| 76.9 |
Unallocated |
|
|
| |||
Cost of Services |
| 11.6 |
| 11.6 |
| 11.9 |
Selling, General and Administrative Expenses |
| 20.4 |
| 20.3 |
| 11.7 |
Other operating expenses |
| — |
| 0.0 |
| 0.0 |
Total Expenses |
| 32.1 |
| 31.9 |
| 23.7 |
Year Ended December 31, 2025 Compared with Year Ended December 31, 2024
Revenue from Continuing Operations
Our revenue was U.S.$1,962.1 million for the year ended December 31, 2025, a 6.4% increase from U.S.$1,843.3 million for the year ended December 31, 2024. This increase in revenue of U.S.$118.9 million was principally derived from the revenue increase of U.S.$43.5 million in Armenia, U.S.$31.7 million in Italy, U.S.$25.6 million in Argentina, U.S.$7.4 million in Brazil, U.S.$6.5 million in Uruguay and U.S.$4.2 million in Ecuador.
133
Argentina
Revenue from Argentina was U.S.$1,069.5 million for the year ended December 31, 2025, a 2.5%, or U.S.$25.6 million increase as compared to U.S.$1,043.9 million for the year ended December 31, 2024. This increase in revenues was mainly the outcome of:
| ● | an increase of U.S.$33.3 million, or 6.5%, in aeronautical revenue mainly due to an increase in international passenger traffic and an increase in domestic passenger traffic and the increase in domestic tariffs that we are entitled to charge under the concessions. This increase was partially offset by the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. |
| ● | an increase of U.S.$24.5 million, or 6.5%, in commercial revenue derived mainly from (i) the increase of cargo revenue as a result of the increase in cargo volumes and tariffs adjustments, (ii) the increase in parking facilities derived from the increase in passenger traffic and the increase in tariff partially offset by the depreciation of Argentine Peso against the U.S. dollar, and (ii) higher passenger related revenues including VIP Lounge and other commercial revenue. This increase was partially offset by the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. |
| ● | a decrease of U.S.$32.2 million, or 20.7%, in construction services revenue mainly associated with the decrease of the construction works we performed at Argentina Airports, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Argentina” and impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. |
Italy
Revenue from Italy was U.S.$170.4 million for the year ended December 31, 2025, a 22.8% or U.S.$31.7 million increase as compared to U.S.$138.8 million for the year ended December 31, 2024. This increase in revenue was mainly the result of: (i) an increase of U.S.$13.8 million, or 83.9%, in construction service revenue mainly associated with the construction works we performed at Pisa Terminal, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Italy,” (ii) an increase of U.S.$7.2 million, or 15.2%, in commercial revenue associated with parking facilities, food and beverage services, VIP lounges, duty free, car rental, among others, derived from the increase in passenger traffic, and (iii) an increase of U.S.$6.7 million, or 9.4%, in aeronautical revenue due to the increase in passenger traffic.
Brazil
Revenue from Brazil was U.S.$118.5 million for the year ended December 31, 2025. a 6.7% or U.S.$7.4 million increase, as compared to U.S.$111.1 million for the year ended December 31, 2024. This increase was mainly due to (i) an increase of U.S.$4.1 million, or 10.1%, in aeronautical revenue derived from the increase in passenger traffic and (ii) an increase of U.S.$4.0 million, or 5.8%, in commercial revenue mainly associated with VIP lounges derived from the increase in passenger traffic, rental of space derived from increase in variable concession fee and new clients and increase in Cargo revenue due to increase in tariffs.
These increases were partially offset by a decrease of U.S.$0.7 million, or 48.1% in construction service revenue, mainly associated with the construction works we performed in 2024, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Brazil.”
Uruguay
Revenue from Uruguay was U.S.$192.2 million for the year ended December 31, 2025, a 3.5% or U.S.$6.5 million increase, compared to U.S.$185.7 million for the year ended December 31, 2024. This increase was mainly derived from (i) an increase of U.S.$8.5 million, or 12.7%, in commercial revenue mainly associated with (a) the increase in cargo as a result of the increase in cargo volumes and (b) duty free shops, VIP lounges, among others, derived from the increase in passenger traffic, (ii) an increase of U.S.$3.4 million, or 4.2%, in aeronautical revenue due to the increase in passenger traffic and the increase in tariffs that we are entitled to charge under the concessions. This increase in revenue was partially offset by a decrease in construction service revenue of U.S.$5.4 million, or 14.2%, mainly associated with the construction works we performed at the Uruguay New Airports in 2024, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Uruguay.”
134
Ecuador
Revenue from Ecuador was U.S.$114.4 million for the year ended December 31, 2025, a 3.8% or U.S.$4.2 million increase, as compared to U.S.$110.3 million for the year ended December 31, 2024. This increase was mainly due to: (i) an increase of U.S.$2.4 million in construction service revenue mainly associated with the construction works we performed on the runways of certain of our airports in Ecuador, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Ecuador,” and (ii) an increase of U.S.$1.9 million, or 6.7%, in commercial revenue mainly associated with duty free shops and retail derived from the new contract conditions, which increase the percentage of the concession fee.
Armenia
Revenue from Armenia was U.S.$296.3 million for the year ended December 31, 2025, a 17.2% or U.S.$43.5 million increase, as compared to U.S.$252.8 million for the year ended December 31, 2024. This increase in revenue was mainly derived from: (i) an increase of U.S.$28.4 million, or 18.9%, in commercial revenue mainly due to (a) the increase in the sale of fuel at our Armenian airports and (b) the increase in VIP lounges and duty free shops associated to the increase in passenger traffic, (ii) an increase of U.S.$10.6 million, or 11.7%, in aeronautical revenue mainly derived from the increase in passenger traffic and (iii) an increase of U.S.$4.5 million, or 38.2%, in construction service revenue mainly associated with certain capital expenditures in the year, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Armenia.”
Unallocated
Our unallocated revenue comprised a non-significant amount of commercial revenue for the years ended December 31, 2025 and 2024.
Cost of Services from Continuing Operations
Cost of services increased 2.8% to U.S.$1,272.4 million for the year ended December 31, 2025, compared to U.S.$1,237.3 million for the year ended December 31, 2024. This increase in cost of services of U.S.$35.0 million was derived from the U.S.$25.7 million in Italy, U.S.$24.7 million in Armenia, U.S.$5.0 million in Ecuador, U.S.$0.8 million in Uruguay, U.S.$0.1 million in Brazil. This increase was partially offset by the decrease in cost of services of U.S.$21.4 million in Argentina.
The sum of the cost of services reported for each of our segments¸ including the intra-segment adjustments related to reportable segments, equals the total amount of consolidated cost of services as per the statement of income.
Argentina
Cost of services from Argentina was U.S.$713.8 million for the year ended December 31, 2025, a 2.9% or U.S.$21.4 million decrease, as compared to U.S.$735.2 million for the year ended December 31, 2024. This decrease in cost of services was primarily due to the decrease in construction services costs, and salaries and social security contributions, in all cases associated with the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29. This decrease was partially offset by the increase in concession fees that we were required to pay the concessionaire as a consequence of the increase in revenue.
Depreciation and amortization included in cost of services was U.S.$128.8 million for the year ended December 31, 2025, a 17.4% or U.S.$19.1 million increase, from U.S.$109.7 million for the year ended December 31, 2024, associated with the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29.
Italy
Cost of services from Italy was U.S.$119.0 million for the year ended December 31, 2025, a 27.5% or U.S.$25.7 million increase, as compared to U.S.$93.3 million for the year ended December 31, 2024. This increase in cost of services was mainly due to: (i) the increase of construction services cost mainly associated with the construction works we performed at Pisa Terminal, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Italy;” (ii) the increase of other cost of services due to other construction related cost; and (iii) salaries and social security contributions due to the (a) increase in the number of employees related to the increase in airport operations, (b) the salary updates derived from the renewal of collective bargaining agreements applicable to the sector and (c) the appreciation of the Euro against de U.S. Dollar.
135
Depreciation and amortization included in cost of services was U.S.$8.2 million for the year ended December 31, 2025, a 9.7% or U.S.$0.7 million increase, from U.S.$7.5 million for the year ended December 31, 2024.
Brazil
Cost of services from Brazil was U.S.$71.9 million for the year ended December 31, 2025, a 0.2% or U.S.$0.1 million increase, as compared to U.S.$71.8 million for the year ended December 31, 2024. This increase in cost of services was mainly due to the increase in services and fees due to services outsourcing and fees adjustments partially offset by (i) the decrease in salaries and social security contribution derived from the group operating the Natal airport until February 18, 2024, date on which the operation was transferred to the new concessionaire following the Re-bidding of the Natal Airport, and (ii) the decrease in construction service costs, associated with the construction works we performed in 2024, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Brazil.”
Depreciation and amortization included in cost of services was U.S.$11.4 million for the year ended December 31, 2025, a 2.0% or U.S.$0.2 million decrease, from U.S.$11.2 million for the year ended December 31, 2024.
Uruguay
Cost of services from Uruguay was U.S.$107.7 million for the year ended December 31, 2025, a 0.8% or U.S.$0.8 million increase, as compared to U.S.$106.9 million for the year ended December 31, 2024. This increase in cost of services was mainly due to: (i) the increase in salaries and social contributions due to the increase in airport operations, the increase in the number of employees related to the Uruguay New Airports and the salary updates derived from the renewal of collective agreements applicable to the sector, (ii) the increase in maintenance expenses due to the increase in airport operations and the Uruguay New Airports, and (iii) the increase in concession fees that we were required to pay the concessionaire as a consequence of the increase in revenue. This increase in cost of services was partially offset by the decrease in construction services cost incurred in connection with the works performed at the Uruguay New Airports in 2024.
Depreciation and amortization included in cost of services was U.S.$9.2 million for the year ended December 31, 2025, an 8.1% or U.S.$0.7 million increase, from U.S.$8.5 million for the year ended December 31, 2024.
Ecuador
Cost of services from Ecuador was U.S.$68.9 million for the year ended December 31, 2025, a 7.9% or U.S.$5.0 million increase, as compared to U.S.$63.9 million for the year ended December 31, 2024. This increase in cost of services was mainly a consequence of (i) the increase in maintenance expenses derived from maintenance works that were not completed in 2024 and had to be postponed to 2025 and (ii) the increase in construction service cost mainly associated with the construction works we performed at runway, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Ecuador.”
Depreciation and amortization included in cost of services was U.S.$5.7 million for the year ended December 31, 2025, and remained stable compared to U.S.$5.7 million for the year ended December 31, 2024.
Armenia
Cost of services from Armenia was U.S.$179.4 million for the year ended December 31, 2025, a 16.0% or U.S.$24.7 million increase, as compared to U.S.$154.7 million for the year ended December 31, 2024. This increase in cost of services was mainly due to: (i) the increase in cost of fuel due to the increase in aircraft movements and (ii) the increase in construction service costs incurred in connection with certain capital expenditures in the year, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditure by Segment—Armenia.”
Depreciation and amortization included in cost of services was U.S.$22.5 million for the year ended December 31, 2025, a 7.0% or U.S.$1.5 million increase, from U.S.$21.0 million for the year ended December 31, 2024.
Unallocated
Our unallocated cost of services mainly contain the depreciation and amortization of U.S.$11.6 million for the year ended December 31, 2025, which remained stable, compared to U.S.$11.6 million for the year ended December 31, 2024.
136
Gross Profit from Continuing Operations
Based on the above, our gross profit increased by 13.8% or U.S.$83.7 million to a gain of U.S.$689.8 million for the year ended December 31, 2025, compared to a gain of U.S.$605.9 million for the year ended December 31, 2024.
Selling, General and Administrative Expenses from Continuing Operations
Selling, general and administrative expenses increased by 11.2% to U.S.$220.2 million for the year ended December 31, 2025 compared to U.S.$198.1 million for the year ended December 31, 2024. This increase of U.S.$22.1 million primarily derived from the increase of U.S.$14.0 million in Argentina, U.S.$4.0 million in Uruguay, U.S.$3.5 million in Armenia, and U.S.$1.0 million in Italy. This increase was partially offset by a decrease of U.S.$0.3 million in Brazil and U.S.$0.2 million in Ecuador.
The sum of the selling, general and administrative expenses reported for each of our segments (including the intra-segment adjustments related to reportable segments) equals the total amount of consolidated selling, general and administrative expenses as per the statement of income.
Argentina
Selling, general and administrative expenses from Argentina were U.S.$114.5 million for the year ended December 31, 2025, a 13.9% or U.S.$14.0 million increase, as compared to U.S.$100.5 million for the year ended December 31, 2024. This increase in selling, general and administrative expenses was primarily due to, (i) the increase in salaries and social contribution derived from the impact of the increase in airport operations and salary updates derived from the renewal of collective agreements applicable to the sector, (ii) the increase in bad debts, mostly derived from customers with delays in collections, and (iii) taxes due to the increase in revenue. This increase in selling, general and administrative expenses was partially offset by the impact of inflation and the devaluation of the Argentine peso against the U.S. dollar derived from the application of IAS 29.
Depreciation and amortization included in selling, general and administrative expenses was U.S.$4.2 million for the year ended December 31, 2025, a 254.5% or U.S.$3.0 million increase from U.S.$1.2 million for the year ended December 31, 2024.
Italy
Selling, general and administrative expenses from Italy were U.S.$13.8 million for the year ended December 31, 2025, a 7.6% or U.S.$1.0 million increase as compared to U.S.$12.8 million for the year ended December 31, 2024. This increase was mainly associated to services and fees due to the increase in gas and electricity fees.
Depreciation and amortization included in selling, general and administrative expenses was U.S.$3.2 million for the year ended December 31, 2025, a 3.1% or U.S.$0.1 million decrease from U.S.$3.1 million for the year ended December 31, 2024.
Brazil
Selling, general and administrative expenses from Brazil were U.S.$10.3 million for the year ended December 31, 2025, a 3.1% or U.S.$0.3 million decrease as compared to U.S.$10.7 million for the year ended December 31, 2024. This decrease was mainly associated to services and fees derived from a provision reversal of legal fees related to litigation regarding the concession fee owed in 2022. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.”
Our depreciation and amortization included in selling, general and administrative expenses for Brazil during the year ended December 31, 2025 remained stable when compared to the year ended December 31, 2024.
Uruguay
Selling, general and administrative expenses from Uruguay were U.S.$25.1 million for the year ended December 31, 2025, a 18.9% or U.S.$4.0 million increase as compared to U.S.$21.2 million for the year ended December 31, 2024. This increase was mainly due to the increase in other selling, general and administrative expenses associated to security services as a result of more traffic activity, and the increase in VIP lounge expenses and airlines commissions derived from the increase in passenger traffic.
Depreciation and amortization included in selling, general and administrative expenses was U.S.$1.3 million for the year ended December 31, 2025, a 28.3% or U.S.$0.3 million increase from U.S.$1.0 million for the year ended December 31, 2024.
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Ecuador
Selling, general and administrative expenses from Ecuador were U.S.$16.2 million for the year ended December 31, 2025, a 1.1% or U.S.$0.2 million decrease as compared to U.S.$16.4 million for the year ended December 31, 2024, which was mainly due to a decrease in taxes as a consequence of the decrease in payment of a mandatory contribution for the security of the country made in 2024.
Depreciation and amortization included in selling, general and administrative expenses was U.S.$1.7 million for the year ended December 31, 2025, a 22.5% or U.S.$0.3 million increase from U.S.$1.4 million for the year ended December 31, 2024.
Armenia
Selling, general and administrative expenses from Armenia were U.S.$19.7 million for the year ended December 31, 2025, a 21.9% or U.S.$3.5 million increase as compared to U.S.$16.2 million for the year ended December 31, 2024. This increase was mainly due to (i) the increase in taxes mainly due to an increase in the rate of property tax, (ii) the increase in services and fees due to higher management expenses and (iii) the increase in salaries derived from the salary updates.
Depreciation and amortization included in selling, general and administrative expenses was U.S.$0.3 million for the year ended December 31, 2025, suffered non-significant variations compare from U.S.$0.3 million for the year ended December 31, 2024.
Unallocated
Unallocated selling, general and administrative expenses were U.S.$20.4 million for the year ended December 31, 2025, remained stable when compared to U.S.$20.3 million for the year ended December 31, 2024.
Our depreciation and amortization included in unallocated selling, general and administrative expenses during the year ended December 31, 2025 the year ended December 31, 2024.
Impairment reversal/(Loss) of non-financial assets from Continuing Operations
For the year ended December 31, 2025, we recorded an impairment of non-financial assets of U.S.$0.3 million.
No impairment was recorded for the year ended December 31, 2024.
Other Operating Income from Continuing Operations
Other operating income decreased by 31.5% or U.S.$14.6 million to U.S.$31.8 million for the year ended December 31, 2025, compared to U.S.$46.4 million for the year ended December 31, 2024. This decrease was mainly due to a decrease of U.S.$15.7 million in re-equilibrium requested under the Brazilian Concession Agreements in connection with the COVID-19 pandemic effects (see Note 8 to our Audited Consolidated Financial Statements). This variation was partially offset by an increase in the grants to AA2000 for U.S.$1.3 million for the development of airport infrastructure derived from the increase in revenues.
Other Operating Expenses from Continuing Operations
Other operating expenses increased by 83.1% or U.S.$5.8 million to U.S.$12.7 million for the year ended December 31, 2025, compared to U.S.$7.0 million for the year ended December 31, 2024. This increase was mainly due to the increase of U.S.$4.8 million in Argentina subsidiary AA2000 mainly due to disposal of intangible assets caused by damage to airport facilities.
Operating Income from Continuing Operations
As a result of the foregoing, our operating income increased by 9.2% or U.S.$41.0 million to a gain of U.S.$488.3 million for the year ended December 31, 2025, compared to a gain of U.S.$447.3 million for the year ended December 31, 2024.
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Share of (Loss)/ Income in Associates from Continuing Operations
Our share of (loss)/income in associated companies increased by U.S.$32.1 million to a gain of U.S.$31.1 million for the year ended December 31, 2025, compared to a loss of U.S.$1.0 million for the year ended December 31, 2024, derived from the effect of the Kuntur Wasi award. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Peruvian Proceedings.”
Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services
We evaluate the performance of each of our segments based on Adjusted EBITDA, which is defined, with respect to each segment, as net income before financial income, financial loss, income tax expense, and depreciation and amortization for such segment. “Adjusted Segment EBITDA excluding Construction Services” only differs with the Adjusted Segment EBITDA measure by excluding the Construction Services margin (construction services revenue and construction services cost). See “Presentation of Financial Information—Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services” and “Operating and Financial Review and Prospects—Operating Results—Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations.”
Therefore, each segment’s Adjusted Segment EBITDA measure equals the segment’s operating income plus the segment’s share of losses in associates plus the segment’s depreciation and amortization included in each segment’s cost of services and selling, general and administrative expenses, as further discussed in the respective sections above.
The sum of each segment’s Adjusted Segment EBITDA and Adjusted Segment EBITDA excluding Construction Services equals the total reportable segment Adjusted EBITDA and Adjusted EBITDA excluding Construction Services. See “Presentation of Financial Information—Non-IFRS Information—Adjusted EBITDA and Adjusted EBITDA excluding Construction Services.”
For the Year Ended December 31, |
| ||||||||||||
2025 | 2024 |
| |||||||||||
% of Total | Change | % of Total |
| ||||||||||
reportable | against | reportable |
| ||||||||||
segment | prior year | % Change | segment |
| |||||||||
(in millions | Adjusted | (in millions | Against | (in millions | Adjusted |
| |||||||
| of U.S.$) | | EBITDA | | of U.S.$) | | prior year | | of U.S.$) | | EBITDA |
| |
Argentina | 388.8 | 54.9 | % | 53.5 | 16.0 | % | 335.3 | 52.3 | % | ||||
Italy |
| 49.3 |
| 7.0 | % | 5.0 |
| 11.4 | % | 44.3 |
| 6.9 | % |
Brazil |
| 51.0 |
| 7.2 | % | (10.5) |
| (17.1) | % | 61.5 |
| 9.6 | % |
Uruguay |
| 66.2 |
| 9.4 | % | 2.2 |
| 3.5 | % | 64.0 |
| 10.0 | % |
Armenia |
| 119.1 |
| 16.8 | % | 16.4 |
| 16.0 | % | 102.7 |
| 16.0 | % |
Ecuador |
| 33.3 |
| 4.7 | % | (0.4) |
| (1.2) | % | 33.7 |
| 5.3 | % |
Total reportable segment Adjusted EBITDA | 707.7 |
| 100.0 | % | 66.3 |
| 10.3 | % | 641.4 |
| 100.0 | % | |
For the Year Ended December 31, |
| ||||||||||||
2025 | 2024 |
| |||||||||||
| | % of Total | | Change | | | | % of Total |
| ||||
reportable | against | reportable | |||||||||||
segment | prior year | % Change | segment |
| |||||||||
(in millions | Adjusted | (in millions | Against | (in millions | Adjusted |
| |||||||
of U.S.$) | EBITDA | of U.S.$) | prior year | of U.S.$) | EBITDA |
| |||||||
Argentina | 388.5 | 55.9 | % | 53.5 | 16.0 | % | 335.0 | 52.8 | % | ||||
Italy |
| 37.8 |
| 5.4 | % | (0.6) |
| (1.5) | % | 38.3 |
| 6.0 | % |
Brazil |
| 51.0 |
| 7.3 | % | (10.5) |
| (17.1) | % | 61.5 |
| 9.7 | % |
Uruguay |
| 66.2 |
| 9.5 | % | 2.2 |
| 3.5 | % | 64.0 |
| 10.1 | % |
Armenia |
| 118.6 |
| 17.1 | % | 16.3 |
| 15.9 | % | 102.3 |
| 16.1 | % |
Ecuador |
| 33.3 |
| 4.8 | % | (0.4) |
| (1.2) | % | 33.7 |
| 5.3 | % |
Total reportable segment Adjusted EBITDA excluding construction services |
| 695.4 |
| 100.0 | % | 60.5 |
| 9.5 | % | 634.9 |
| 100.0 | % |
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Income before Financial Results and Income Tax from Continuing Operations
Our income before financial results and income tax decreased by 16.4% or U.S.$73.1 million, to an income of U.S.$519.4 million for the year ended December 31, 2025, compared to an income of U.S.$446.3 million for the year ended December 31, 2024.
Financial Income from Continuing Operations
Our financial income decreased by 4.3% to U.S.$68.3 million for the year ended December 31, 2025, compared to financial income of U.S.$71.4 million for the year ended December 31, 2024. This decrease of U.S.$3.1 million in financial income was primarily due to the decrease in interest income mainly derived from the decrease in interest rates from the financial investments in our subsidiaries in Argentina, partially offset by an increase in interest income in unallocated mainly derived from the increase in financial investments. This variation was partially offset by higher foreign exchange income mainly in our subsidiaries in Argentina due to higher devaluation of the Argentine peso, compared to the U.S. dollar, than inflation in 2025 compared with lower devaluation of the Argentine peso, compared to the U.S. dollar, than inflation in 2024.
Financial Loss from Continuing Operations
Our financial loss was a loss of U.S.$244.0 million for the year ended December 31, 2025, compared to a gain of U.S.$110.3 million for the year ended December 31, 2024. This increase of U.S.$354.3 million in financial loss was primarily due to the increase in foreign exchange expenses mainly in our Argentina subsidiaries, due to higher devaluation of the Argentine peso against the U.S. dollar compared to inflation in 2025, compared to a lower devaluation of the Argentine peso, compared to the U.S. dollar compared to inflation in 2024. This was partially offset by the decrease in interest expenses mainly in AA2000 due to a decrease in outstanding debt.
Inflation adjustment from Continuing Operations
Our inflation adjustment was a loss of U.S.$11.1 million for the year ended December 31, 2025, a 47.9% or U.S.$10.2 million decrease, compared to inflation adjustment loss of U.S.$21.3 million for the year ended December 31, 2024, due to the application of IAS 29 and the translation mechanism in our Argentine subsidiaries.
Income before Income Tax from Continuing Operations
As a result of the foregoing, our income before income tax decreased by 45.2%, or U.S.$274.1 million, to U.S.$332.7 million for the year ended December 31, 2025, compared to an income of U.S.$606.7 million for the year ended December 31, 2024.
Income Tax from Continuing Operations
Income tax loss was U.S.$75.0 million for the year ended December 31, 2025, a 74.9% or U.S.$223.9 million, decrease compared to income tax loss of U.S.$298.8 million recorded for the year ended December 31, 2024. This U.S.$223.9 million decrease in income tax expense was primarily due to the decrease in loss in deferred income tax due to (i) the higher consumption of tax losses carried forward in 2024 mainly due to a higher tax inflation adjustment, and (ii) a write-off of deferred tax assets made in our Brazilian subsidiary, ICAB, as a consequence of uncertainties in the recoverability of the assets in 2024; and an increase in gain in deferred income tax in Uruguay due to temporary differences in fixed assets.
Income from Continuing Operations
As a result of the foregoing, our income from continuing operations decreased by 16.3% to U.S.$257.7 million for the year ended December 31, 2025, compared to the income from continuing operations of U.S.$307.9 million for the year ended December 31, 2024.
Year Ended December 31, 2024 Compared with Year Ended December 31, 2023
A comparison of the years ended December 31, 2024 and 2023 has been omitted from this annual report, but may be found in “Item 5. Operating and Financial Review and Prospects” of our annual report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 27, 2025.
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Capital Expenditures by Segment
Argentina
Under the terms of our AA2000 Concession Agreement, AA2000 is required to make capital expenditures in accordance with an investment plan. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Investment Plan.”
In 2025, we spent U.S.$123.7 million on capital expenditures in Argentina, primarily for (i) runway rehabilitation at Río Cuarto Airport; (ii) expansion and remodeling of the passenger terminal at Formosa Airport; (iii) comprehensive renovation of the passenger terminal at Tucuman Airport; (iv) expansion of the PSA inspection checkpoint in the domestic flights area at Aeroparque Airport; and (v) new international passenger terminal at San Juan Airport.
In 2024, we spent U.S.$155.7 million on capital expenditures in Argentina, primarily for (i) remodeling and expansion of the passenger terminal at Río Hondo Airport; (ii) new plaza on the waterfront, expansion of the PSA inspection point, and relocation of the apron at Aeroparque Airport; and (iii) New VIP lounge at Ezeiza Airport.
In 2023, we spent U.S.$93.3 million on capital expenditures in Argentina, primarily for (i) construction of a new departure terminal building at the Ezeiza Airport; (ii) expansion and remodeling of the passenger terminal at Termas de Rio Hondo Airport; (iii) remodeling the Aeroparque Airport mainly for exterior improvements such as sidewalks, landscaping and coastal filling; (iv) remodeling work of the passenger terminal at San Juan Airport; and (v) power supply to the Control Tower and Rehabilitation of Alpha Taxiing at Resistencia Airport.
During the next five years, AA2000 expects to incur additional capital expenditures as set forth under the Technical Conditions for Extension of the AA2000 Concession Agreement executed in December 2020. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Argentina—The AA2000 Concession Agreement—Technical Conditions of the Extension.”
Italy
Under the terms of our Italian Concession Agreements, TA is required to present a long-term master plan for each individual airport. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Italy—The Pisa Concession Agreement,” and “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Italy—The Florence Concession Agreement.”
In 2025, TA spent U.S.$31.0 million on intangible assets and U.S.$3.1 million in property, plant and equipment, investments (“PPE”), respectively. Intangible works focused primarily on works for the expansion of Pisa terminal, terminal fireproof adaptation in Pisa, the design of new Florence terminal, the update of the master plan and the environmental impact assessment of Florence and software. PPE investments focused primarily on passengers with reduced mobility (PRM) equipment and Ground Power Units for aircraft equipment.
In 2024, TA spent U.S.$16.6 million on intangible assets and U.S.$2.6 million in property, plant and equipment, investments, respectively. Expenses with intangible assets focused primarily on works for the expansion of Pisa terminal, new refrigeration system in Pisa, the design of new Florence terminal, apron reconfiguration in Florence, the update of the master plan and the environmental impact assessment of Florence and terminal fireproofing adaptation in Florence. PPE investments focused primarily on the purchase of motor vehicles, passengers with reduced mobility (PRM) equipment, equipment for removal of damaged aircraft and hardware.
In 2023, TA spent U.S.$16.5 million on intangible assets and U.S.$1.0 million in PPE, respectively. Intangible works focused primarily on preparatory works and designs for the expansion of the Pisa terminal, the design of Florence Airport new terminal, the update of the master plan and the environmental impact assessment of Florence and redevelopment of commercial area in Pisa airport. PPE investments focused primarily on vehicles, hardware and equipment for metal detectors.
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In partnership with the Italian aviation authority, we have developed an investment plan for Florence Airport to invest approximately €480 million in capital expenditures and extraordinary maintenance repairs (between 2025 and 2030) of which €440 million related to the master plan. Currently, this airport cannot service long-haul flights given the short length of its runway. Additionally, since the runway was built in the direction of the prevailing wind, and there are orographic obstacles along the same direction, Florence Airport has a relatively high number of flight cancellations due to adverse weather conditions. Plans are underway to build a new runway and expand the existing passenger terminal. During the next five years, we expect that our subsidiary TA will incur these capital expenditures, subject to final approval of the Florence master plan. We expect that €150 million to be invested in connection with the new runway and terminal works to be assumed by the national institutions.
CAAP and the Italian Government are currently in discussions to develop a €576 million infrastructure plan for both the Florence and Pisa Airports during the period 2025-2030. Subject to further discussions and approvals as per the Italian regulatory framework, it is expected that this plan would include, for the same period:
Florence Airport:
| ● | Amount: €440 million, of which approximately €290 million is expected to be financed with free cash flow and new borrowing by TA, and the remaining to be financed with sovereign grants. |
| ● | Timing of execution: expected to be between 2025 and 2030. |
| ● | The plan is expected to include the expansion and renovation of the existing terminal (approximately 45,000 square meters in 2030, compared to the actual surface of approximately 19,420 square meters), and a new runway of approximately 2,200 meters. |
Pisa Airport:
| ● | Amount: €136 million, which is expected to be entirely financed with free cash flow and new borrowing by TA. |
| ● | Timing of execution: between 2025 and 2030. |
| ● | The plan is expected to include the expansion of the existing terminal by approximately 7,500 square meters and the renovation of about 12,000 square meters of existing terminal areas (existing terminal area is approximately 32,115 square meters), as well as the reconfiguration/expansion of the existing aircraft parking area. |
Brazil
Under the terms of our Brasilia Concession Agreement, ICAB is required to present a master development program for approval by the Brazilian ANAC every five years. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Brazil—Brasilia Concession Agreement—Master Development Program.”
In 2025, we spent U.S.$2.8 million on capital expenditures at the Brasilia Airport, primarily for improvements to access roads to enhance traffic flow in line with the master plan, acquisition of new servers, upgrades to the north pier boarding bridges, expansion of the international mezzanine, and construction of the premium parking facility.
In 2024, we spent U.S.$2.6 million on capital expenditures at the Brasilia Airport, primarily for inclusion of a new international boarding bridge, renovation of the control tower, implementation of SAP Hana, adaptation of the external area for the provision of space to vehicle rental companies, acquisition of no breaks for electrical power substations and renovation of the landing and boarding runway.
In 2023, we spent U.S.$1.6 million on capital expenditures at the Brasilia Airport, primarily for expansion of the VIP lounge and paving of the landing and take-off runway.
During the next five years, ICAB expects to incur additional mandatory investments in the amount of U.S.$3.0 million with respect to the Brasilia Airport. With respect to optional expenditures, ICAB may incur optional capital expenditures in relation to the development of the commercial area at the Brasilia Airport. In connection with the development of this new commercial area at the Brasilia Airport, we are moving forward with the adjusted, lower-capital intensive model, that we believe will encompass a mix of commercial offerings funded and operated by third parties. We expect to receive a percentage of the net operating income derived from the operation of this area.
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Uruguay
Under the terms of the Carrasco Concession Agreement, the relevant concessionaire is required to present a revised master development program for approval by the Ministry of National Defense every five years. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Uruguay—Amendment to the Carrasco Concession Agreement—Master Plan.”
In 2025, we spent U.S.$38.8 million on capital expenditures, primarily for new Instrument Landing System (ILS) category IIIb, and TUMO Center.
In 2024, we spent U.S.$30.3 million on capital expenditures, primarily for the National System of International Airports SINAI. In 2024, we also spent U.S.$5.0 million on capital expenditures at the Punta del Este Airport, primarily for extension of general aviation terminal, equipment for radio navigation VOR/DME, biometrics walkways, remodeling of Pilot Lounge, renew of TWR equipment and remodeling of fuel plant.
In 2023, we spent U.S.$34.5 million on capital expenditures primarily for the National System of International Airports (SINAI), of which U.S.$11.1 million for the Rivera Airport, U.S.$11 million for the Salto Airport, U.S.$1.7 million for the Carmelo Airport, U.S.$0.8 million for the Melo Airport, U.S.$0.8 million for the Paysandú Airport, U.S.$3.1 million for the Durazno Airport, and U.S.$2.6 million for advanced payments. In 2023, we spent U.S.$2.1 million on capital expenditures at the Punta del Este Airport, primarily for the acquisition of equipment for walkway and check in points and improvement in passenger’s terminal.
During the next five years, Puerta del Sur expects to incur additional capital expenditures in the amount of U.S.$56.8 million, as required by contract and U.S.$10.0 million as optional expenditures. Likewise, between 2026 and 2031, and upon execution of the amendment to the Punta del Este Airport Concession Agreement in order to extend the concession term, CAISA expects to incur additional capital expenditures in the amount of U.S.$3.5 million in the Punta del Este Airport, all required by contract. We do not intend to incur any optional expenditures.
Ecuador
Under the terms of each of our Guayaquil and Galapagos Concession Agreements, the concessionaire is not required to present a master development program. See in “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Ecuador” the “The Guayaquil Concession Agreement—Master Plan” and “The Galapagos Concession Agreement—Master Plan.”
Guayaquil Airport
In 2025, we spent U.S.$5.2 million on capital expenditures at the Guayaquil Airport primarily for runway maintenance, ambulances, security and CCTV equipment. In 2024, we spent U.S.$4.2 million on capital expenditures at the Guayaquil Airport primarily on aeronautical fire fighting vehicles. In 2023, we spent U.S.$3.3 million on capital expenditures at the Guayaquil Airport, primarily for works related to Addendum Nos. 7 to 10 (works on platforms and the general aviation terminal expansion) of U.S.$2.0 million and the update of body scan and the closed-circuit television equipment.
During the next five years, TAGSA expects to incur additional capital expenditures in the amount of U.S.$5.9 million in the Guayaquil Airport, of which U.S.$2.3 million are expenditures required by contract and U.S.$3.6 million are optional expenditures.
Galapagos Airport
In 2025, we spent U.S.$0.5 million on capital expenditures at the Galapagos Airport, primarily for the renovation of fire protection systems, replacement of VIP lounge service vehicles, checkpoint and departure security expansion. In 2024, we spent U.S.$0.6 million on capital expenditures at the Galapagos Airport, primarily for remodeling the terminal in the arrivals hall and the purchase of machinery. In 2023, we spent U.S.$0.4 million on capital expenditures at the Galapagos Airport, primarily for maintenance of runway and acquisition of safety and fire equipment.
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During the next five years, ECOGAL expects to incur additional capital expenditures in the amount of U.S.$12 million in the Galapagos Airport, all of which are expenditures required by contract. The results of the negotiations between ECOGAL and DGAC resulted in an agreement that outlines the terms under which the addendum should be executed, which is subject to a sustainability and fiscal risk report and approval by the Ministry of Economy and Finance of Ecuador. In December 2025, the Ministry of Economy and Finance issued a favorable report on fiscal risks and authorized DGAC to enter into Addendum No. 4.
Armenia
Under the terms of our Armenian Concession Agreement, AIA is required to present a master development plan for approval by the director of the General Department of Civil Aviation (“GDCA”) every five years. See “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework—Armenia—The Armenian Concession Agreement—Master Plan.”
In 2025, we spent U.S.$21.1 million at the Zvartnots Airport and U.S.$0.9 million at the Shirak Airport on capital expenditures, primarily for Runway renovation work, taxiway reconstruction, business lounge/new terminal expansion, upgrade of network management tools by Cisco catalyst and server room, acquisition of other property and equipment at Zvartnots Airport, and renovation work at Shirak Airport. In 2024, we spent U.S.$15.5 million at the Zvartnots Airport and U.S.$2.0 million at the Shirak Airport on capital expenditures, primarily for runway renovation works, Taxiway A reconstruction, check-in project, upgrade of baggage handling systems, acquisition of other property and equipment at Zvartnots Airport, and renovation work at Shirak Airport. In 2023, we spent U.S.$6.5 million at the Zvartnots Airport and U.S.$0.6 million at the Shirak Airport on capital expenditures, primarily for the new security system installation, new parking and old parking reconstructions, acquisition of property and equipment at Zvartnots Airport, new hall constructions, and renovation work at Shirak Airport.
On January 26, 2026, AIA submitted to Government of the Republic of Armenia a new master plan including a capital investment program of U.S.$425 million to be executed by 2033, covering infrastructure development, operational enhancements, and long-term capacity at Zvartnots International Airport. The master plan shall be updated every five years thereafter.
Critical Accounting Policies
Critical accounting policies are those that are most important to the portrayal of our financial condition, results of operations and cash flows, and require management to make difficult, subjective or complex judgments, assumptions and estimates about matters that are inherently uncertain or where judgments, assumptions and estimates are significant. Our management bases its estimates on historical experience and other assumptions that it believes are reasonable based upon information available to us at the time that these judgments, assumptions and estimates are made. We continually evaluate our judgments, estimates and assumptions. Our actual results may differ from the judgments, assumptions and estimates made by our management. To the extent that there are material differences between these judgments, assumptions and estimates (on the one hand) and actual results (on the other hand), our future financial statement presentation, financial condition, results of operation and cash flows may be affected.
We have prepared our Audited Consolidated Financial Statements in accordance with IFRS and interpretations issued by the International Financial Reporting Interpretations Committee. The Audited Consolidated Financial Statements are presented in U.S. dollars.
In order to provide an understanding regarding the manner in which our management forms its judgments about future events, including the variables underlying our judgments, estimates and assumptions, we summarize our critical accounting policies in Note 2 to our Audited Consolidated Financial Statements.
Recent Accounting Pronouncements
We summarize the recent accounting pronouncements in Note 2 to our Audited Consolidated Financial Statements.
B. LIQUIDITY AND CAPITAL RESOURCES
General
As a holding company with no airport operations of our own, we are primarily dependent on dividends and distributions from our operating subsidiaries as a source of liquidity at the holding company level. Other sources of liquidity also include management fees received from certain subsidiaries.
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Historically, we have covered most of its liquidity needs with cash flows generated by the operations of our subsidiaries, and through non-recourse debt issued at the subsidiary level secured by the assets of such subsidiary. Occasionally, we have made capital contributions directly into subsidiaries. Part of these capital contributions were required by the relevant concession agreements.
The primary use of our liquidity has been to fund operating expenses, our investment commitments under our concession agreements, to service our indebtedness and to make necessary capital expenditures to accommodate increases in total passengers and air traffic movements.
The financial condition and liquidity of our operating subsidiaries have been, and we expect will continue to be, influenced by a variety of factors, including:
| ● | our ability to generate cash flows from our operating activities; |
| ● | our investment commitments under our investment plan under our concession agreements and additional capital expenditures we decide to make; |
| ● | the level of our outstanding indebtedness and the interest that we are obligated to pay on our indebtedness, which affect our net financial expenses; and |
| ● | prevailing domestic and international interest rates at the time we incur indebtedness, which affect our debt services requirements. |
Our ability to generate cash is subject to our performance, general economic conditions, requirements of our concession agreements, industry trends, and other factors.
In those operations where our cash and cash equivalents and operating cash flows are insufficient to fund our future activities and requirements, we may need to raise additional funds through public or private equity, or debt financing. If we issue equity securities in order to raise additional funds, substantial dilution to existing shareholders may occur. If we raise cash through the issuance of indebtedness, we may be subject to additional contractual restrictions on our business. We cannot assure you that we would be able to raise additional funds on favorable terms, or at all.
Our Brazilian Segment
In connection with the BNDES Refinancing (see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness—Brazil—ICAB”), the Majority Shareholder and CAAP have agreed not to create any encumbrances on their shares of Inframerica, and not to sell, acquire, merge or spin-off assets or undertake any other action that results or that may result in a change in the current corporate structure of Inframerica or any change of control in Inframerica, without the prior consent of BNDES. The Majority Shareholder has agreed not to undertake any change of control in CAAP without the prior consent of BNDES. In addition, the Majority Shareholder has agreed to maintain a minimum credit rating (the “Minimum Rating”) or a stand-alone rating (without including the sovereign rating), of at least B-/B3, being in compliance as of December 31, 2025.
Additionally, as of December 31, 2021, ICAB did not pay in full the 2021 fixed concession fee and, therefore, was not in compliance with certain covenant under the BNDES Refinancing. For further information on the repayment and related litigation, see “—Liquidity and Capital Resources—Indebtedness—Brazil—ICAB” and “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Brazilian Proceedings—Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)—Administrative Proceedings.”
Impact of conflict between Russia and Ukraine
The ongoing war between Russia and Ukraine is disrupting international travel from and to Russia and Ukraine. This conflict has, and may continue to, disrupt supply chains, cause instability in the global economy and disrupt international travel from and to Russia affecting the countries generally served by the Company, mainly Armenia. Moreover, there has been an increase in the costs of raw materials and expenses for utilities, which is caused mainly by the conflict.
In addition, following Russia’s invasion of Ukraine, several sanctions have been announced against Russia, including, among others, travel bans and asset freezes impacting business and financial organizations in connection with Russia. Wider sanctions and other actions could be imposed if the conflict further escalates.
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As a result of the above and considering the uncertainty of the extension of the war and the additional measures and sanctions that could be imposed, the full extent to which the war will impact the Company’s business, results of operations, financial position and liquidity is unknown. The Company evaluated the potential risks and identified that the main affected operations could be that of Armenia, considering the current routes on which the group operates. The current routes from Russian airlines were taken over by other airlines. However, the Company is closely monitoring the situation. See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Other Principal Operations and Other Principal Markets in Which We Operate—Armenia—The ongoing war between Russia and Ukraine has and will likely continue to disrupt air travel routes and passenger flows, which could negatively affect our operational performance and results of operations.”
Restrictions on Distribution of Dividends by Certain Subsidiaries
Statutory Restrictions
The ability of our operating subsidiaries to pay dividends is subject to accounting, tax, debt covenant restrictions, foreign exchange policies in place from time to time in the various countries where we operate, among other restrictions. Given these restrictions, significant cash or cash equivalent balances may be held from time to time at our international operating subsidiaries.
In order for operating subsidiaries to pay dividends, they must have positive retained earnings and net income, and enough cash on their balance sheet to make the relevant dividend payments. Subsidiaries must also satisfy requirements under local law to set aside a portion of their net income each year to legal reserves. Additionally, there will be a tax effect because dividends from certain subsidiaries are subject to taxes, as described below.
In accordance with Argentine, Italian and Uruguayan company law, our operating subsidiaries incorporated in Argentina, in Italy or in Uruguay, as the case may be, must set aside at least 5% of their net income (determined on the basis of their statutory accounts) in each year to legal reserves, until such reserves equal 20% of their respected issued share capital. As of December 31, 2025, required legal reserves at our Argentine operating subsidiaries amounted to an aggregate of U.S.$25.0 million had been reserved as of such date. As of December 31, 2025, required legal reserves at our Italian subsidiaries amounted to an aggregate of U.S.$7.1 million, which has been fully set aside as of such date. As of December 31, 2025, required legal reserves at our Uruguayan subsidiaries amounted to an aggregate of U.S.$12.6 million, which has been fully set aside as of such date.
Argentine Law No. 27,630, published on June 16, 2021, amended the Argentinian income tax law with the introduction of new progressive corporate income tax rates. In 2023, the bracket thresholds were adjusted for inflation based on the consumer price index. Starting January 1, 2026, the progressive rates are as follows: 25% (up to AR$133,514,185.74); 30% (over said amount and up to AR$1,335,141,857.38); and 35% (for net taxable income of AR$1,335,141,857.38 and over).
A 7% withholding tax rate is applicable to dividends. This withholding rate applies to distributions made to shareholders qualifying as resident individuals or nonresidents. Therefore, in general, distributions to our Luxembourg parent companies from our Argentine subsidiaries will be subject to Argentine withholding tax.
With the combination of the corporate rate and dividend withholding rate on after-tax profit, for fiscal years starting in 2021, the combined tax rate would be between 30.25% and 39.55%, depending on the applicable progressive rate.
In accordance with Brazilian law, each of our subsidiaries incorporated in Brazil must allocate 5% of its net profit to form a legal reserve, which may not exceed 20% of its share capital. Also note that on November 27, 2025, Brazil published Law No. 15,270, enacting several tax measures, including the reintroduction of a 10% withholding income tax on dividends paid to non-resident investors (individuals and legal entities), effective since January 1, 2026. Our Brazilian subsidiaries may refrain from allocating resources to the legal reserve during any fiscal year in which the balance of such reserve exceeds 30% of its capital. As of December 31, 2025, we have not formed a legal reserve in our Brazilian subsidiaries due to the lack of net profit in the applicable fiscal years.
According to the legal requirements of Armenia and AIA’s charter, AIA is required to create a minimum non-distributable reserve from its retained earnings of an amount equal to 15% of its share capital for the purposes of covering future losses. As of December 31, 2025, required minimum non-distributable reserves for AIA amounted to an aggregate of U.S.$8.1 million, which has been fully set aside as of such date.
In accordance with Ecuadorian law, TAGSA must set aside at least 10% of its net income for each year to a legal reserve, until such reserve equals 50% of its issued share capital. As of December 31, 2025, required legal reserves for TAGSA amounted to an aggregate of U.S.$9.0 million, all of which has been set aside as of such date.
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We believe these restrictions on the distributions of dividends do not materially impact our ability to meet our cash obligations at a holding company level.
Contractual Restrictions
The ability of our operating subsidiaries to pay dividends is also subject to certain contractual debt covenant restrictions. See “—Indebtedness.”
Argentina Foreign Exchange Regulations
Although the current administration has announced and implemented several measures to promote foreign investments and deregulate the economy, the foreign exchange restrictions applicable to inflow and outflow of funds into and from Argentina, reinstated since September 2019, are expected to remain in force until the level of reserves of the BCRA is stabilized.
Similarly, access to the foreign exchange market (“MLC,” for its Spanish acronym) outflow of funds regarding certain concepts are subject to certain restrictions or BCRA prior clearance.
Below is a summary of the main foreign exchange restrictions currently contemplated by the foreign exchange regulations (Communiqué “A” 8307, as amended and supplemented from time to time, the “Foreign Exchange Regulations”) regarding payment of dividends, financial debts and imports.
General Requirements to Access to the Foreign Exchange Market
As a general rule, and in addition to any rules regarding the specific purpose for access the MLC, certain general requirements must be met by a local company (such as AA2000) for the purchase of foreign currency or its transfer abroad (i.e., payments of imports and other purchases of goods abroad, payment of services rendered by non-residents, remittances of profits and dividends, payment of principal and interest on foreign indebtedness, payments of interest on debts for the import of goods and services, among others) without need of the BCRA’s prior clearance.
Among others, the main requirements include the following (the “General Requirements”):
| (i) | only when the client is not a resident individual, not having performed, on the day in which the access to the MLC is required and in the previous 90 calendar days and the commitment not to perform within the subsequent 90 calendar days (the “Blocking Period”), the following transactions (the “Dollarization Transactions”): |
| ● | sales of foreign-currency denominated securities in Argentina with settlement in foreign currency; |
| ● | exchange of securities issued by a resident for foreign assets; |
| ● | transfers of securities to depositories located abroad; |
| ● | purchase of securities issued by non-residents with domestic settlement in Pesos; |
| ● | purchase of Argentine deposit certificates representing foreign shares (CEDEARs); |
| ● | purchase of securities representing private debt issued in a foreign jurisdiction; and/or |
| ● | delivery of funds in Pesos or other Argentine assets (other than funds in foreign currency deposited in an Argentine bank account) to any individual or entity, resident or non-resident, affiliated or not, receiving as a previous or subsequent consideration, directly or indirectly, by itself or through an affiliated, controlled or controlling entity, foreign assets, crypto assets or securities deposited in a foreign jurisdiction. |
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| (ii) | at the time of access to the MLC, all the foreign currency in Argentina must be on deposit at Argentine financial entities and at the beginning of the day on which it requests access to the MLC the payor must have no “liquid external assets” and/or CEDEARs exceeding U.S.$100,000, except to the extent simultaneously applied to make payments allowed under the Foreign Exchange Regulations and unless such “liquid external assets” originate from certain transactions specified in the Foreign Exchange Regulations. In the event that the client holds foreign liquid assets and/or CEDEARs in an amount greater than that, the financial institution may also accept an affidavit from the client confirming that such amount has not been exceeded, considering certain events detailed in the Foreign Exchange Regulations; |
| (iii) | commit to repatriate into Argentina and exchange into Argentine pesos through the MLC, within five business days from collection, any funds received under loans granted to third parties, time deposits or for the disposition of assets to the extent that the loans were granted, the deposits constituted, or the assets acquired after May 28, 2020; and |
| (iv) | in the event that the customer requesting access to the MLC is a legal entity, submitting a sworn statement indicating: |
| (a) | that in the previous 90 calendar days prior to the date requesting access to the MLC, the entity has not delivered Pesos or other local liquid assets to any individual or entity, related or not, except those deliveries directly associated with the ordinary course of business; or |
| (b) | in the event of having delivered Argentine pesos or other liquid local assets during the relevant terms indicated by the Foreign Exchange Regulations, the detail of is direct controlling entities and other members of its economic group (without restrictions regarding the activity or location of the respective related parties) and, alternatively, affidavits of: |
| (1) | the related entities who have received funds or local liquid assets during the relevant terms established by the Foreign Exchange Regulations, stating that they have not carried out and committing not to carry out Dollarization Transactions and stating that they have not delivered Argentine pesos or other local liquid assets to their direct controlling entities or to other members of the same economic group, except those directly associated with regular transactions between residents for the acquisition of goods and/or services; or |
| (2) | each related person, whether they have received funds or local liquid assets or not, stating, alternatively and during the applicable terms established by the Foreign Exchange Regulations: |
| (x) | not having conducted and committing not to conduct Dollarization Transactions; or |
| (y) | not having received Argentine pesos or other local liquid assets from the entity accessing the MLC or from any of its affiliates who have received, in turn, funds or local liquid assets from said entity, except those directly associated with regular transactions between residents for the acquisition of goods and/or services. |
The Foreign Exchange Regulations state that transfers to foreign depositary entities of securities made in connection with a repurchase of debt securities by Argentine residents should not be considered in the affidavits prepared to comply with of the Foreign Exchange Regulations.
Transfer of Funds Abroad for Payment of Dividends
According to section 3.4.4.1 of the Foreign Exchange Regulations, payment of dividends to non-resident shareholders corresponding to distributable profits arising from audited annual financial statements for years beginning on or after January 1, 2025 is allowed to the extent the General Requirements are complied with and the following conditions are met:
| (i) | the dividends distribution shall arise from audited and approved financial statements; |
| (ii) | the aggregate amount to be paid under this concept shall not exceed the amount in Pesos due to the relevant shareholder according to the dividend distribution decided in the shareholders’ meeting; and |
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| (iii) | the company must have disclosed such capital contributions in the last filing due under the external assets and liabilities survey. |
Payment of dividends through the MLC corresponding to distributable profits arising from fiscal years prior to January 1, 2025 is subject to compliance with the General Requirements and the following conditions, in addition to the requisites detailed in (i) through (iii) above.
| (i) | the company registers direct capital contributions which were exchanged into Pesos through the MLC since January 17, 2020; |
| (ii) | the aggregate amount of the transfers effected for this purpose through the MLC as of January 17, 2020, including the payment requested, shall not exceed a 30% of the value of the new capital contributions in the local company which were repatriated and exchanged into Pesos through the MLC as of the referred date; |
| (iii) | the acquisition of foreign currency must be effected after a minimum time period of 30 calendar days as of the exchange into Pesos of the last relevant contribution for the purpose of the computation of the value mentioned in item (ii) above; and |
| (iv) | the company must submit to the relevant foreign exchange trader: (a) the document that certify that the contributions were definitively converted into capital; or (b) a certificate of the request of registration of the capital increase made before the competent Public Registry of Commerce, provided that the documents that certify the definitive conversion of the contributions into capital are submitted within 365 calendar days as of said request of registration; and |
In addition, according to the provisions of the Foreign Exchange Regulations, in case the relevant company is a beneficiary under certain incentive schemes for exporters and oil and gas producers, access to the MLC would also be allowed to transfer dividends abroad. However, as of the date of this annual report, AA2000 is not a beneficiary of the referred schemes. Moreover, the Foreign Exchange Regulations also allow the swap (“canje”) and/or arbitrage (“arbitraje”) with funds deposited in a local account corresponding to principal and interest payments under BOPREAL (i.e., amounts paid by the BCRA under the BOPREAL will be freely available to be transferred abroad), to the extent the requisites established by the Foreign Exchange Regulations are met (see “—BCRA Notes”). As of the date of this annual report, this exception for the payment of dividends abroad was not applied by AA2000.
Transfer of Funds Abroad for Payment of Debt
The Foreign Exchange Regulations establish the obligation of repatriation and exchange into Argentine pesos through the MLC of external debts disbursed as of September 1, 2019 as a condition for subsequent access to the MLC, (unless certain exceptions are met, such as the case of exchanges, capitalization of interest, or origination and issuance expenses) in order to cancel principal and interest services of said indebtedness.
Additionally, as further conditions for such access to the MLC, the transaction must have been declared in the external assets and liabilities survey.
In the case of a capital payment of debt securities issued starting on November 8, 2024, made through a transfer abroad, access to the foreign exchange market shall, in addition, only be permitted once at least the following periods have elapsed from the issuance date:
(i) | 12 months, if the security was issued between November 8, 2024 and April 20, 2025; |
(ii) | 6 months, if the security was issued between April 21, 2025 and May 15, 2025; and |
(iii) | 18 months, if the security was issued on or after May 16, 2025. |
Subject to the fulfillment of the General Requirements and the obligations described in the previous paragraph, access to the MLC is authorized for the repayment of the financial debt services abroad at their maturity date or up to three business days in advance. It is established that access to the Argentine foreign exchange market for the payment of debt services abroad could also be granted to trustees of trusts established in the country to guarantee the payment of principal and interest services of said debt, to the extent it is verified that the debtor would have had access to the MLC for said payment.
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Among other cases, Argentine residents are authorized to make payments of services of financial debts abroad or of local debt securities prior to the period allowed by the regulations (three days prior to expiration of the relevant service of principal or interest), subject to fulfillment of the following conditions: (i) it involves external financial debt authorized by the regulations to have access to the MLC for debt repayment purposes, and the related contracts provide for the crediting of funds in escrow accounts for future foreign debt servicing purposes, (ii) the funds acquired are deposited in foreign currency accounts of their ownership opened in local financial institutions constitution of the guarantees in offshore accounts shall only be authorized when this is the sole and exclusive alternative set forth in the financing agreements entered into before August 31, 2019, (iii) the accumulated amounts do not exceed the value of the next debt service, (iv) access is made for a daily amount that does not exceed 20% of the amount set forth in (iii), and (v) the bank must have verified that the indebtedness complies with the exchange regulations by which such access is admitted. Foreign currency funds not used in the cancellation of the committed debt service must be settled in the MLC within 5 business days after the expiration date of the respective debt service.
Likewise, among other cases, the Foreign Exchange Regulations also provide that prior approval of the BCRA will not be necessary to access the MLC for pre-payment with more than three business days prior to due date for the payment of principal and interest on financial debts abroad as long as all the following conditions are met: (i) the pre-payment is made simultaneously with the repatriation and exchange into pesos of the proceeds disbursed under new financial debt, (ii) the average life of the new indebtedness is greater than the average remaining life of the debt that is pre-paid, and (iii) the amount of the first principal service of the new indebtedness does not exceed the amount of the first planned future principal service of the debt that is prepaid.
In addition, among other cases, no prior consent from the BCRA is required to pre-pay interest of external financial debt in the context of a process of exchange of debt securities with an anticipation of more than three business days, as long as (i) the prepayment is made in the context of an exchange of debt securities issued by the client requesting access to the MLC, (ii) the aggregate amount to be prepaid corresponds to accrued interest until the exchange closing date; (iii) the average life of the new securities is longer than the remaining average life of the securities subject to the exchange; and (iv) the aggregate principal amount of the new securities shall not exceed the aggregate principal amount outstanding under the securities subject to the exchange.
In the same line, Section 3.5.1.6 of the Foreign Exchange Regulations eased the requirements for the prepayment of principal and interest on debt securities in the context of refinancing, repurchase and/or redemption.
In this regard, such rule allowed those who access the MLC to cancel indebtedness in the context of a refinancing, repurchase and/or redemption simultaneously with the repatriation and exchange into Pesos through the MLC of the proceeds obtained from the issuance of new debt securities, to access the MLC to: (i) pay up to 5% of the principal amount of the debt repurchased or redeemed as repurchase or redemption ‘premium’ to the extent that at least an equivalent amount of the proceeds collected abroad under the issuance of new debt securities was repatriated and exchanged into Pesos through the MLC, (ii) repay interest accrued up to the closing date of the repurchase and/or redemption transaction without being necessary to evidence a settlement of funds through the MLC for an equivalent amount, and (iii) cancel the expenses arising from the issuance of the new debt securities issued and/or the repurchase and/or redemption transaction, without being necessary to evidence a settlement of funds through the MLC for an equivalent amount.
For this purpose, Section 3.5.1.6 of the Foreign Exchange Regulations establishes that the requirement of deposit and settlement shall be deemed to have been met for the portion of new debt securities that are delivered as ‘premium’ in the context of an exchange, repurchase and/or early redemption transaction, to the extent that: (i) its nominal value does not exceed 5% of the principal value of the debt being exchanged or repurchased, and (ii) the new debt securities provide for at least 1 (one) year grace period for the payment of principal and extend the average life of the remaining principal of the swapped or repurchased debt by at least 2 (two) years. At the same time, the quota of U.S.$100,000 of available liquid external assets (see “― General Requirements”) is exempted for funds deposited in bank accounts that have been originated during the 60 days prior to the subscription abroad of a new debt security and that will be destined to carry out a refinancing, repurchase and/or early redemption operation of debt securities abroad.
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Limitations for the repayment of foreign-currency-denominated financial debt – Refinancing Plan
The Foreign Exchange Regulations required to submit to the BCRA, a refinancing plan following certain guidelines in order to access the MLC for, the repayment of principal maturing between October 15, 2020 and December 31, 2023, corresponding to external financial indebtedness with non-related parties and foreign-currency-denominated securities issued in the local market (including, in both cases, indebtedness of financial institutions for own operation and excluding borrowings granted or guaranteed by international organizations and official credit agencies) (the “Mandatory Refinancing Rule”).
In addition, certain exceptions to the Mandatory Refinancing Rule were contemplated (e.g., repayments through the MLC not exceeding U.S.$2 million were allowed). As of the date of this annual report the relevant maturity dates contemplated by the Mandatory Refinancing were not extended; therefore, the requirement to submit the refinancing plan for principal maturities after December 31, 2023, is not applicable.
External financial debt with related parties
Subject to certain exceptions and requisites, repayment of principal and interest of external financial debt with related parties is subject to the BCRA’s prior approval.
Notwithstanding the foregoing, Section 3.5.6.2 of the Foreign Exchange Regulations allows access to the MLC for the payment of principal of financial debts with related counterparties abroad to the extent the relevant debt has an average life of no less than 180 days, and the proceeds disbursed thereunder were repatriated and exchanged into Pesos through the MLC as of April 21, 2025.
Other relevant Foreign Exchange Regulations
Blue-Chip Swap Transactions
The performance of blue-chip swap transactions can be an alternative lawful mechanism to perform payments abroad. As outflows, the blue-chip swap transactions consist in purchasing securities in an Argentine market and, afterwards, selling those securities in a foreign market (obtaining foreign currency outside of Argentina). The implicit exchange rate applicable to this type of transactions is higher with respect to the official foreign exchange rate.
According to the Foreign Exchange Regulations, the performance of this type of transactions by companies or individuals who regularly access to the MLC triggers the Blocking Period, except in the case of transactions performed with BOPREAL. See “—General Requirements to Access the MLC” and “—Payment of imports of goods and services-BCRA Notes.”
In addition, the Foreign Exchange Regulations establishes that the settlement of blue-chip swap transactions must be made through transfers to and from bank accounts of the relevant customer held in foreign financial institutions (with some exceptions, such as payment of stock of commercial debt with BOPREAL see “—Payment of imports of goods and services-BCRA Notes”).
In addition, the CNV Rules provide for certain requisites applicable to the performance of blue-chip swap transactions, which include, among others, the following:
| (i) | a minimum parking period of the securities involved in the blue-chip swap transactions of one (1) business day; |
| (ii) | the submission of an affidavit stating that the entity performing the blue-chip swap transactions does not hold a position as a taker in repos and/or reverse repos, in Argentine Pesos, either as a holder or joint holder, and in no registered broker-agent, and that it has not obtained any type of financing, either in funds and/or other securities denominated in Argentine Pesos; and |
| (iii) | a daily limit for blue-chip swap transactions to be performed by non-residents of AR$200,000,000. |
Regarding (iii), the CNV, through General Resolution No. 1068, expanded the exceptions to said daily limit for transfers of securities abroad regarding those (a) issued with maturity dates—whether total or partial—not less than two (2) years from the date of issuance; and/or (b) issued by the National Treasury with maturity dates—whether total or partial—not less than one hundred eighty (180) days from the date of issuance, provided they have been acquired in a placement or primary auction up to the total nominal value subscribed.
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Payment of imports of goods and services
Elimination of the “SIRA” and “SIRASE” declarations as a requirement for access to the MLC. Creation of “SEDI”
In December 2023, the BCRA eliminated the requirement to obtain prior approval of “SIRA” and “SIRASE” declarations as a condition to access the Argentine foreign exchange market (MLC) for the payment of imports of goods and services.
In replacement, a new system known as “SEDI” (Sistema Estadístico de Importaciones) was introduced in December 2023, requiring a declaration solely for customs clearance of imported goods, without prior validation of the importer’s financial or economic capacity.
On February 25, 2025, the SEDI regime was fully repealed. As from February 26, 2025, imports of goods may be registered and customs-cleared without the need to file any prior import declaration system, simplifying access to the MLC for import payments.
Access to the MLC for payment of imports of goods and services:
Regime applicable to the payment of imports of goods and services as from December 13, 2023 and until April 13, 2025
The Foreign Exchange Regulations contemplate a differential treatment for imports of goods and services taking place on or after December 13, 2023, and until April 13, 2025 with respect to the regime applicable to the payment of commercial debt outstanding as of December 12, 2023 (the “Outstanding Debt”).
The payment of the Outstanding Debt through the MLC is subject to the BCRA’s prior approval, except in the following cases: (i) when it corresponds to transactions financed or guaranteed by local or foreign financial entities or by international organizations or official credit agencies; or (ii) payments made within the framework of incentive schemes for exporters (which, as of the date of this annual report, AA2000 is not a beneficiary). Additionally, the BCRA implemented an alternative payment mechanism through the subscription of notes issued by the BCRA, the main characteristics of which are detailed “—BCRA Notes” below.
The access to the MLC for the payment of imports of goods and services made on or after December 13, 2023, is subject to compliance with the General Requirements and, among others, the following requisites:
| (i) | as a rule, advance payment of imports of goods (including capital goods if certain requirements are complied with) or services is subject to the BCRA’s prior clearance; unless the payment is made through a swap (“canje”) or arbitrage (“arbitraje”) of foreign currency deposited in a domestic bank account or through an import financing granted by a local financial entity (to the extent the financing meets the requisites contemplated by the Foreign Exchange Regulations); |
| (ii) | access to the MLC for the payment of imports of goods is allowed 30 calendar days from the nationalization of the goods (certain exceptions are applicable to certain goods such as oil and energy, pharmaceuticals, automotive products); |
| (iii) | access to the MLC for the payment of imports of services rendered by non-related parties is allowed after 30 days from the date of service provision (certain exceptions and specific terms are provided for certain types of services such as health services, travel, and credit card payments); and |
| (iv) | access to the MLC for the payment of imports of services provided by related parties is allowed after 180 days from the date of service provision (unless the services fall under any of the exceptions contemplated in the rule). |
Regime applicable to the payment of imports of goods as from April 14, 2025
According to the Foreign Exchange Regulations, payment of all types of goods either to affiliates or non-related parties through the MLC is allowed from their customs-clearance (“registro de ingreso aduanero”), to the extent the customs-clearance took place from April 14, 2025 (including to affiliates). Freight and insurance that are part of the purchase conditions can be paid in the same condition as the payment of the goods.
Advance payment of imports of goods require the BCRA’s prior clearance, unless the exceptions detailed in Section 3.2.1 hereof are met. In addition, payment at sight (“pagos a la vista”) and payments from the customs-clearance of the goods can be made through swap (“canje”) or arbitration with foreign currency deposited in a domestic bank account.
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In addition, regarding capital goods, the Foreign Exchange Regulations allows advance payments through the MLC of up to 30% of the price of capital goods that have been customs-cleared from April 14, 2025, or up to 80% when also considering at-sight and deferred payments.
Advance payment of capital goods is also allowed through swap (“canje”) or arbitration with foreign currency deposited in a domestic bank account.
Regime applicable to the payment of imports of services rendered as from April 14, 2025
Payments through the MLC of services provided by non-affiliates as from April 14, 2025, is allowed as from the date the service is rendered or accrued. In the case of services provided by affiliates as from April 14, 2025, payments through the MLC are allowed as from 90 calendar days from the provision of the respective service. However, payments through the MLC are allowed as from the date the service is rendered or accrued if the services provided by affiliates consist on (i) freight charges for imports and exports of goods; (ii) personal, cultural and recreational services; (iii) transactions associated with card purchases or account debits; and (iv) health services, among others.
Advance payment of imports of services require the BCRA’s prior clearance, except for certain exceptions similar to those discussed in Section 3 hereof, which shall be applicable mutatis mutandis to the payment of services abroad. In addition, advance payment of imports of services can be made through swap (“canje”) or arbitration with foreign currency deposited in a domestic bank account, to the extent the services were rendered by non-related counterparties.
BCRA Notes
On December 22, 2023, the BCRA issued Communiqué “A” 7925 (as amended) establishing the conditions for subscription of BOPREAL, which, in accordance with the provisions of Decree No. 72/2023 and such BCRA regulations, could be used by importers to: (i) regularize the Outstanding Debt in accordance with the requirements and the procedure established by the Foreign Exchange Regulations; and (ii) cancel certain tax and customs obligations. In addition, in April 2024, the BCRA issued Communiqué “A” 7999 allowing residents and non-residents the possibility to subscribe BOPREAL either to cancel or repatriate dividends abroad (as applicable), to the extent certain requisites established by the Foreign Exchange Regulations are met.
Later, on April 2025, the BCRA issued Communiqués “A” 8233 and “A” 8234, by virtue of which the issuing of BOPREAL Series 4 was announced (“Series 4”). Series 4 was subscribed in pesos at the reference exchange rate of Communiqué “A” 3500 by legal entities that, as of the date of subscription, registered debts for: (i) commercial debt for imports of goods and services pending payment as of December 12, 2023, (ii) interest on commercial debts with related counterparties accrued until July 4, 2024, (iii) compensatory interest on financial debts with related counterparties accrued until December 31, 2024, (iv) profits and dividends pending payment to non-resident shareholders until December 31, 2024, and (v) overdue capital on financial debts with related counterparties. In addition, in accordance with the provisions of Decree No. 384/2025, Series 4 may be delivered in payment for the cancellation of certain tax and customs obligations, with the following exceptions: (i) contributions to the Social Security Regime; (ii) contributions to the Social Work Regime; (iii) the premiums corresponding to the mandatory life insurance; (iv) premiums for Occupational Risk Insurers (“ART”); (v) the tax on credits and debits; and (vi) the obligations arising from the substitute or joint liability for debts of third parties or from their performance as withholding and collection agents.
While terms and conditions of the BOPREAL Series 1, 2 and 3 offered by the BCRA were detailed in Communiqué “B” 12695, those corresponding to Series 4 were detailed in Communiqué “B” 12999. The notes could be subscribed in Argentine pesos at the reference exchange rate published by the BCRA according to Communiqué “A” 3500 of the day before the subscription date. Importers must subscribe BOPREAL through financial entities.
As of the date of this annual report, the BCRA issued four series of BOPREAL:
| (i) | On January 31, 2024, the allocation of BOPREAL Series 1 was completed, reaching the maximum available amount for this series of U.S.$5 billion. AA2000 had subscribed an aggregate amount of U.S.$1,083,470 of BOPREAL Series 1; |
| (ii) | On February 22, 2024, for the allocation of BOPREAL Series 2 was also completed, reaching the maximum amount offered under this series of U.S.$2.0 billion; |
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| (iii) | On May 23, 2024, the allocation of BOPREAL Series 3 was completed, reaching the maximum amount offered under this series of U.S.$3 billion AA2000 had subscribed, on primary offering, and aggregate amount of U.S.$1,083,470 of BOPREAL Series 1; and |
| (iv) | On July 16, 2025, the allocation of BOPREAL Series 4 was completed, reaching an amount of U.S.$845,000,000 of BOPREAL Series 4. |
Registry of Commercial Debt for Imports with Foreign Suppliers
The Joint Resolution created the Registry of Commercial Debt for Imports with Foreign Suppliers (“Padrón de Deuda Comercial por Importaciones con Proveedores del Exterior”) (the “Registry”) in which the importers must register the Outstanding Debt. In accordance with the Resolution, if the importers cancel imports under the Outstanding Debt through other mechanisms that did not involve the transfer of currency, they should also register those imports in the Registry.
According to the referred rule, the importers should have completed the Registry in accordance with the guidelines available on the AFIP’s website (currently “ARCA” for its Spanish acronym), until January 24, 2024. The information recorded in the Registry shall be deemed a sworn statement. If the importer did not submit the information to the Register, or falsifies or adulterates the information provided therein, it will not be able to access to the payment mechanisms established by the new regulations (e.g., subscriptions of BOPREAL Series 2 and 3) and the relevant debt shall be subject to a further evaluation by the authorities. As of the date of this annual report, AA2000 completed the Registry.
Foreign Exchange Rules applicable to the Large Investments Incentive Regime (“RIGI”)
On August 29, 2024, the BCRA issued Communiqué “A” 8099, which regulated certain aspects and foreign exchange rate of the Large Investment Incentive Regime (“RIGI”) applicable to Single Project Vehicles (“VPU” for its Spanish acronym) adhering to the RIGI. Among the most important regulations provided for by Communiqué “A” 8099 are the following: (i) exception, with staggered terms and percentages, to the obligation to enter and settle foreign currency through the MLC; (ii) access to the MLC to make certain expenditures, subject to compliance with certain conditions; (iii) access to the MLC for the payment of commercial and financial debts prior to the due date (principal and interest), subject to compliance with certain conditions; (iv) access to the MLC for payment of dividends to non-resident shareholders, subject to compliance with certain conditions; and (v) application of collections on exports of goods; among others. As of the date of this annual report, AA2000 has not registered projects under the RIGI.
Off-Balance Sheet Risks
Our off-balance sheet risk arises principally as a result of our contingent obligations to third-party guarantors that provide performance bonds, sureties and other guarantees that are required to secure the performance of our obligations under our concession agreements. For a discussion of the performance bonds, sureties and other guarantees provided in our concession agreements, please see the following sections of “Item 4. Information On The Company—B. Business Overview—Regulatory and Concessions Framework”: “Argentina—The AA2000 Concession Agreement—Performance Guarantee and Guarantee for the Performance of the Works Foreseen in the AA2000 Concession Agreement,” “Italy—The Pisa Concession Agreement—Guarantees,” “Italy—The Florence Concession Agreement—Guarantees,” “Brazil—The Brazilian Concession Agreement—Guarantees and Other Financial Commitments,” “Uruguay—The Carrasco Concession Agreement—Guarantees,” “Ecuador—Terminal Aeroportuaria de Guayaquil S.A. TAGSA Concession—Guarantee and Performance Bonds,” “Ecuador—Aeropuerto Ecológico de Galápagos S.A. ECOGAL—Guarantee and Other Performance Bonds,” and Note 26 to our Audited Consolidated Financial Statements.
We have entered into certain agreements granting registration rights to the Majority Shareholder and piggy-back registration rights to ICD. Pursuant to such registration rights and indemnification agreement, we agree to indemnify the Majority Shareholder for the pro rata portion of any losses, claims, damages, liabilities, joint or several, and expenses arising out of or based upon certain letters of guarantee provided by BNDES and Banco Citibank to ICAB, as determined by a final, non-appealable judgment of a court of competent jurisdiction. Pursuant to the transaction agreement with ICD, we have agreed to provide ICD with piggy-back registration rights for up to 18 months following the closing date of the transaction (May 28, 2025), subject to certain limitations and conditions. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Other Transactions with Related Parties—Registration Rights and Indemnification Agreements.”
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Cash Flows
Years ended December 31, 2025 and 2024
Operating Activities
The net cash provided by operating activities was U.S.$465.2 million for the year ended December 31, 2025, a 14.8% or U.S.$59.9 million increase in net cash provided by operating activities as compared to U.S.$405.3 million in net cash provided by operating activities for the year ended December 31, 2024, mainly as a result of (i) the increase of U.S.$88.9 million in cash provided by operating activities derived from the increase in our airports activity, (ii) the decrease in concession fee payment of U.S.$44.2 million derived from the suspension of the fixed concession fee payment in 2025, as a result of the contractual renegotiation process regarding the Brasilia Airport (see “Item 4. Information On The Company—B. Business Overview—Our Airports by Country in Which We Operate—Brazil—Brazilian Concession Agreements Key Terms”), (iii) the decrease of U.S.$9.4 million in capital expenditures mainly in Argentina, partially offset by the increase in AIA and TA, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures by Segment,” and (iv) the decrease of U.S.$8.0 million in income tax paid mainly in Corporación Aeroportuaria S.A. This increase was partially offset by the collection due to concession compensation of U.S.$90.6 million arising from the indemnification payment of Natal Airport in 2024.
Investing Activities
The net cash used in investing activities was U.S.$71.9 million for the year ended December 31, 2025, a 121.3% or U.S.$39.4 million variation as compared to U.S.$32.5 million used in investing activities for the year ended December 31, 2024. The variation was primarily due to the increase of U.S.$39.1 million in acquisition of other financial assets, mainly in AA2000, such as corporate bonds, time deposits and government securities, partially offset by the decrease in Corporación Aeroportuaria S.A and CAAP. This variation was partially offset by the increase of U.S.$2.0 million in disposals of other financial assets derived from the increase in AA2000, partially offset by the decrease in CAAP. Corporación Aeroportuaria S.A. and AIA.
Financing Activities
The net cash used in financing activities was U.S.$234.7 million for the year ended December 31, 2025, a 13.5% or U.S.$36.5 million decrease as compared to U.S.$271.2 million in net cash used in financing activities for the year ended December 31, 2024 primarily as a result of:
| (i) | the decrease of U.S.$199.0 million in loans repaid mainly due to the decrease of: (a) U.S.$153.0 million derived from the decrease in payments of borrowings in TA, (b) the decrease of U.S.$64.1 million mainly derived from the payment of CAI notes in 2024 and (c) U.S.$12.8 million derived from the decrease in payments of borrowings in AIA derived from the outstanding financial debt being prepaid in 2024. This variation was partially offset by the increase of U.S.$26.2 million in loans repaid due to cancellation of certain Argentine Notes Series in AA2000. (See “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness”); |
| (ii) | the decrease of payment for additional acquisition in subsidiaries of U.S.$30.9 million due Cedicor’s acquisition of the non-controlling interest, becoming the owner of 100% of Corporación America S.A. in 2024; |
| (iii) | the decrease of U.S.$12.4 million in interest paid mainly due to U.S.$6.2 million in AA2000, U.S.$1.5 million in ICAB and U.S.$1.2 million in CAI (See “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness”); and |
| (iv) | these variations were partially offset by: (a) the decrease of U.S.$172.2 million in proceeds from borrowings mainly due to the decrease of U.S.$129.9 million in TA, U.S.$29.5 million in AA2000 and U.S.$15.5 million in CAI, partially offset by the increase of U.S.$6.7 million in TCU (See “Item 5. Operating and Financial review and Prospects-Liquidity and Capital Resources-Indebtedness”) and (b) the increase of U.S.$ 34.5 million in dividends paid to non-controlling interests in subsidiaries mainly in AA2000. |
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Years ended December 31, 2024 and 2023
A cash flow comparison of the years ended December 31, 2024 and 2023 has been omitted from this annual report, but may be found in “Item 5. Operating and Financial Review and Prospects” of our annual report on Form 20-F for the period ended December 31, 2024, filed with the SEC on March 27, 2025.
Treasury policies, currencies of cash held, hedging and other miscellaneous items
We manage our cash needs on a decentralized basis and manage our indebtedness to ensure compliance with any debt restrictions and limitations on dividends and distributions established in our debt agreements that include such restrictions. We do not currently enter into any hedging arrangements.
Indebtedness
Set forth below is a summary of certain terms and conditions of our financing agreements:
Argentina
Argentine Notes – Argentine Notes Series 2017
On February 6, 2017, AA2000 issued U.S.$400.0 million aggregate principal amount of 6.875% senior secured notes due 2027 (the “Argentine Notes Series 2017”). The Argentine Notes Series 2017 are senior obligations of AA2000 and rank pari passu in right of payment with any existing and future indebtedness of AA2000 that is not subordinated in right of payment to the Argentine Notes Series 2017. The Argentine Notes Series 2017, up to an amount equal to U.S.$400.0 million, are secured by the trust dated January 19, 2017 entered into by AA2000 and the trustee thereto, under which AA2000 transferred and assigned in trust (a) right, title and interest in, to and pursuant to (but none of its obligations under or relating to) each payment of the Usage Fees; and (b) the Company’s right, title and interest in, to and pursuant to (but none of its obligations under or relating to) 100% of the AA2000 rights under the AA2000 Concession Agreement, to receive payment in the event of termination, expropriation or surrender of the AA2000 Concession Agreement, including the right to receive and retain all payments thereunder and all other proceeds thereof, subject to the condition that AA2000 has sufficient funds from proceeds not transferred to the trust to cover basic concession operating costs (the “Tariffs Trust”). The Tariffs Trust was approved by ORSNA up to the full principal amount of the Argentine Note Series 2017. AA2000 is not required to fully fund the Tariffs Trust.
Principal and interest on the Argentine Notes Series 2017 are payable quarterly on each February 1, May 1, August 1, and November 1, with the first payment of interest beginning on May 1, 2017, and the first payment of principal beginning on May 1, 2019. The Argentine Notes Series 2017 will mature on February 1, 2027.
AA2000 may redeem the Argentine Notes Series 2017 in whole or in part at the following redemption prices:
Date of Payment | | Multiplier |
|
On or after the fifth anniversary of the issuance date to but excluding the sixth anniversary of the issuance date |
| 103.438 | % |
Thereafter to but excluding the seventh anniversary of the issuance date |
| 102.578 | % |
Thereafter to but excluding the eighth anniversary of the issuance date |
| 101.719 | % |
Thereafter to but excluding the ninth anniversary of the issuance date |
| 100.859 | % |
Thereafter |
| 100.000 | % |
| (1) | As of the date of this annual report, AA2000 has the right to redeem the Argentine Notes Series 2017 at par (100.000% of the principal amount). |
In relation to the Argentine Notes Series 2017, AA2000 was subject to certain customary negative covenants, such as restrictions on debt it may incur, restrictions on payment of dividends, restrictions on encumbrances of its property, limitations on disposal of its assets and investments which it may make, as well as restrictions in relation to its ability to merge or consolidate with another entity. As detailed in “—Exchange Offer to Argentine Notes Series 2017,” in the context of the exchange offer completed in May 2020, substantially all of the restrictive covenants and events of default established by the indenture were eliminated with respect to the Argentine Notes Series 2017.
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Termination of the AA2000 Concession Agreement will trigger a default under the Argentine Notes Series 2017. In the event of termination of the AA2000 Concession Agreement, payment of the Argentine Notes Series 2017 will be automatically accelerated and shall be immediately due and payable.
Global Program
On February 27, 2020, the ordinary general meeting of shareholders of AA2000 approved the creation of a global program for the issuance of notes (obligaciones negociables) (the “Global Program”). Such program establishes the issuance of simple notes not convertible into shares with a nominal value of up to U.S.$500 million, or its equivalent in other currencies, with a duration of five years from the date of approval of the Argentine National Securities Commission (Comisión Nacional de Valores, “CNV”).
On April 17, 2020, AA2000 obtained authorization from the CNV for the Global Program for the issuance of notes. The principal value was increased up to U.S.$1,500 million after an ordinary general meeting of holders held on June 15, 2021, and the approval of the CNV on July 11, 2021, which left unchanged the issuance period of five years from the date of the original approval.
On April 24, 2024, the ordinary general meeting of shareholders of AA2000 approved the extension of the term of the Global Program for an additional 5 (five) years (maturing on April 17, 2030) and certain amendments to its terms and conditions including among others, the possibility to issue social, green, sustainable or sustainability linked notes thereunder in accordance with the “Guidelines for the Issuance of Social, Green, and Sustainable Securities in Argentina” set forth in article 4.5 of Annex III of Chapter I, Title VI of the CNV Rules (as amended from time to time, as well as according to any other regulations issued by the CNV and/or an authorized market, either domestic or foreign).
Exchange Offer to Argentine Notes Series 2017
On May 19, 2020, AA2000 completed an exchange offer pursuant to which 86.73% of the aggregate original principal amount of the Argentine Notes Series 2017 were exchanged for newly issued 6.875% Cash/9.375% PIK Class I Series 2020 Additional Senior Secured Notes due 2027 (the “Argentine Notes Series 2020”).
The terms of the Argentine Notes Series 2020 are substantially identical to the terms of the Argentine Notes Series 2017, except that (i) the quarterly interest payment originally scheduled to be paid in cash on the Argentine Notes Series 2017 on May 1, 2020 was paid in cash in the form of an interest premium payment equal to U.S.$10 for each U.S.$1,000 outstanding principal amount of the Argentine Notes Series 2017, and/or in kind (as the case may be) by increasing the principal amount of any Argentine Notes Series 2020 issued on the settlement date (May 20, 2020), (ii) quarterly interest payments originally scheduled to be paid in cash on the Argentine Notes Series 2017 on August 1, 2020, November 1, 2020 and February 1, 2021 were and will be paid in kind by increasing the principal amount of any outstanding Argentine Notes Series 2020 at a rate of 9.375% per annum, (iii) quarterly amortization payments originally scheduled to be paid on the Argentine Notes Series 2017 on May 1, 2020 August 1, 2020, November 1, 2020 and February 1, 2021 were deferred to begin on May 1, 2021 pursuant to terms of the Argentine Notes Series 2020 and continue under a new principal amortization schedule until maturity, (iv) at any time after February 1, 2021, the Company has the right to exercise a one-time optional redemption to redeem, in whole or in part, an amount of Argentine Notes Series 2020 equal to the sum of (a) the aggregate amount of interest payments previously paid in kind on the Argentine Notes Series 2020 and (b) the aggregate amount of quarterly amortization payments originally scheduled to be paid on the Argentine Notes Series 2017 on May 1, 2020, August 1, 2020, November 1, 2020 and February 1, 2021 that is effectively deferred pursuant to the exchange of Argentine Notes for Argentine Notes 2020 in the exchange offer, and (v) substantially all of the restrictive covenants and events of default and related provisions under the indenture executed in connection with the Argentine Notes Series 2017 were eliminated solely with respect to the Argentine Notes Series 2017.
The Argentine Notes Series 2020 and the Argentine Notes Series 2017 are secured by the Tariffs Trust on a pro rata and pari passu basis in accordance with the indenture and the related collateral documents.
As of December 31, 2025, there were U.S.$20.9 million outstanding under the Argentine Notes Series 2020 and the Argentine Notes Series 2017.
New Exchange to Argentine Notes Series 2017 and Argentine Notes Series 2020 and New Offering
On October 28, 2021, AA2000 issued U.S.$208.9 million aggregate principal amount of 8.5% Class I Series 2021 Additional Senior Secured Notes due 2031 (the “Argentine Notes Series 2021”) in exchange for 24.61% of the total original principal amount of the Argentine Notes Series 2017 and 66.83% of the original principal amount of the Argentine Notes Series 2020. Additionally, on November 4, 2021, AA2000 issued U.S.$64.0 million of newly issued Argentine Notes Series 2021 related to a new fund raising.
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The Argentine Notes Series 2021, the Argentine Notes Series 2017 and the Argentine Notes Series 2020 not exchanged are secured by the Tariffs Trust on a pro rata and pari passu basis. In addition, to secure its obligations under the Argentine Notes Series 2021, AA2000, together with the relevant parties thereto, amended the “Cargo Trust” as defined below in “—The Credit Facilities” in order to include holders of Argentine 2021 Notes as beneficiaries therein, granting them a security interest which is subordinated to (i) the rights of creditors under certain existing loans of AA2000, and (ii) any debt permitted to be incurred to finance or refinance any capital expenditures made or to be made pursuant to the AA2000 Concession Agreement.
Once the Argentine Notes Series 2017 and the Argentine Notes Series 2020 not exchanged in the exchange offer mature or are repaid in full, AA2000 is required to amend and restate the Cargo Trust and the Tariffs Trust, so that the Argentine Notes Series 2021 become secured under the Cargo Trust on a pro rata and pari passu basis with the existing beneficiaries of the Cargo Trust, and these beneficiaries in turn become secured under the Tariffs Trust on a pro rata and pari passu basis with the Argentine Notes Series 2021. In accordance with the AA2000 Concession Agreement, the collateral assignment of revenue must be authorized by ORSNA. On October 15, 2021, ORSNA approved the amendment of the Tariffs Trust and of the Cargo Trust to include the Argentine Notes Series 2021 as beneficiaries thereto (including their future amendment and restatement, once the Argentine Notes Series 2017 and Argentine Notes Series 2020 are repaid in full). Furthermore, AA2000 received the approval from the BCRA to establish a non-interest-bearing U.S. dollar trust account in the United States to secure the Argentine 2021 Notes.
The main covenants and guarantees remain unchanged. However, substantially all of the restrictive covenants and events of default and related provisions were eliminated solely with respect to the Argentine Notes Series 2020. Additionally, compliance of the financial ratios did not begin to apply until June 2023.
Termination of the AA2000 Concession Agreement will trigger a default under the Argentine Notes Series 2017, the Argentine Notes Series 2020 and the Argentine Notes Series 2021. In the event of termination of the AA2000 Concession Agreement, payment of any of those notes will be automatically accelerated and shall be immediately due and payable.
As of December 31, 2025, there were U.S.$271.8 million outstanding under the Argentine Notes Series 2021.
Additional New Money Offering
In addition to the exchange offer completed on October 28, 2021 (as described above), on November 4, 2021, AA2000 issued U.S.$62.0 million aggregate principal amount of Class 4 Senior Secured Notes related to a new money offering, having a maturity of seven years, on November 1, 2028, bearing an annual interest rate of 9.500% (the “New Money 2021 Notes”). The New Money 2021 Notes are secured by a first priority lien on the Cargo Trust on a pari passu basis with the certain commercial bank lenders to AA2000 and new debt incurred by AA2000 to fund infrastructure works for a total amount of up to U.S.$235 million. (see “—The Credit Facilities”). As of December 31, 2025, there were U.S.$50.7 million outstanding under such notes.
Argentine Notes – Class 5 and 6
On February 21, 2022, AA2000 issued U.S.$174 million of dollar-linked notes, in the local market, in two tranches:
| ● | U.S.$138 million of Class 5 Notes, with an annual interest rate of 5.5%, five-year grace period and quarterly amortization, starting May 2027 (the “Class 5 Notes”). AA2000 used these proceeds to fund infrastructure works in certain of the Group “A” airports, within the National Airports System; These notes are secured by a first priority lien on the Cargo Trust on a pari passu basis with certain commercial bank lenders to AA2000 and the New Money 2021 Notes; and |
| ● | U.S.$36 million of Class 6 Notes, with an interest rate of 2%, which matured and was repaid in full on February 21, 2025. In December 2023, February 2024, March 2024 and April 2024, AA2000 repurchased U.S.$1.6 million, U.S.$2.3 million, U.S.$4.6 million and U.S.$0.4 million, respectively, of the par value of Class 6 Notes. |
Argentine Notes – Class 9
On August 19, 2022, AA2000 issued U.S.$30 million of dollar-linked Class 9 Notes in the local market, at a 0.00% interest rate, repayable in three installments of U.S.$10 million each, in February, May and August 2026. The integration of the nominal value amounted to U.S.$25.4 million through the exchange of Class 2 Notes while the remaining U.S.$4.6 million were paid in AR$. In August 2023, December 2023, February 2024, March 2024, April 2024, March 2024 and July 2024, AA2000 repurchased Class 9 Notes for U.S.$1.8 million, U.S.$1.0 million, U.S.$0.4 million, U.S.$4.2 million, U.S.$1.7 million, U.S.$0.3 million and U.S.$0.5 million, respectively.
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On July 5, 2023, within the framework of Global Program for the issuance of Notes, AA2000 issued an additional U.S.$2.7 million of Class 9 Notes, with an issue price above par (119% of the nominal value). The proceeds obtained from these additional Class 9 Notes were applied to fund the redemption of Argentine Notes – Class 3. As of December 31, 2025, AA2000 holds a portfolio of nominal value of U.S.$9,833,745 Class 9 Notes.
Argentine Notes – Class 10
On July 5, 2023, within the framework of Global Program for the issuance of Notes, AA2000 issued U.S.$25.0 million with an issue price above par (110.65% of the nominal value). The notes were paid-in 100% in kind according to the exchange ratio of U.S.$1.00 nominal value of Argentine Note Class 3 for U.S.$0.9065 nominal value of Class 10 Notes. In December 2023, March 2024, April 2024 and July 2025, AA2000 repurchased Class 10 Notes for U.S.$2.4 million, U.S.$4.5 million, U.S.$0.2 million and U.S.$2.2 million, respectively. On July 7, 2025, AA2000 repaid, in a single instalment, the total nominal value outstanding of Class 10 notes, equivalent to U.S.$25.1 million.
Argentine Notes – Class 11
On December 23, 2024, within the framework of Global Program for the issuance of Notes, AA2000 issued U.S.$28.8 million of Class 11 Notes denominate and payable in U.S. dollars, at a 5.50% interest rate, repayable in a single installment on the maturity date (December 15, 2026). Interest shall be payable semi-annually until the maturity date. As of December 31, 2025, there were U.S.$28.7 million outstanding under such notes.
The ICBC Dubai Loan
On July 29, 2022, AA2000 obtained the ICBC Dubai Loan, for a total amount of U.S.$10 million, accruing interest at a variable rate equivalent to three-month SOFR plus spread of 7.875% and withholding taxes. The loan was secured by a first priority lien on the income generated in the cargo terminal on a pari passu basis with certain commercial bank lenders to AA2000 and the Class 4 Notes, and a second priority lien on the international and regional air station usage fees and concession compensation rights. The ICBC Dubai Loan was fully repaid in three installments in April, July and October 2025.
Italy
CAIT
In December 2024, Corporación América Italia S.A. obtained a loan for €14.5 million (equivalent to U.S.$15.1 million), to be repaid in a single installment at maturity in December 2026, which is guaranteed by Dicasa Spain S.A.U. Additionally, the shares of Corporación América Italia S.A. held by Dicasa Spain S.A.U. are not to be transferred or otherwise disposed of until the loan is repaid. As of December 31, 2025, there were €14.5 million (equivalent to U.S.$17.1 million as of December 31, 2025) outstanding under such agreement.
TA
On June 27, 2024, TA entered into new financing agreements with Intesa Sanpaolo S.p.A., UniCredit S.p.A., Banca Monte dei Paschi di Siena S.p.A, Cassa Depositi e Prestiti S.p.A., and Banca Nazionale del Lavoro S.p.A. for a maximum amount of €176.4 million, including:
| ● | a term loan facility of up to €96.2 million divided into two tranches, to be applied mainly to discharge part of TA’s existing financial debt; |
| ● | a capex facility of up to €60.2 million divided into two tranches, to be used in the investment plan of the Pisa and Florence airports; and |
| ● | a revolving facility of up to €20.0 million of revolving loans mainly to support TA working capital’s needs. |
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The loan made available under this new loan agreement is covered by a guarantee from SACE S.p.A., for an amount up to the greater of (i) 80% or (ii) €48.0 million of the loan related to the investment plan, and is secured by transaction security, including, among others, the assignment of TA’s receivables arising from, without limitation, certain commercial agreements and insurance policies entered into by TA, the pledges over the project and operational accounts, the pledge over the shares owned by TA in its subsidiaries, the special privilege over all movable assets of TA and the mortgage over any current and future real estate property rights acquired by TA.
On June 27, 2024, the term loan facility was drawn for an amount of €82.8 million (equivalent to U.S.$88.6 million) and has been used to discharge TA’s existing financial debt which is now the only outstanding financial debt.
On June 27, 2025, the capex facility was drawn for an amount of €10.0 million (equivalent to U.S.$10.7 million) and has been used in the investment plan of the Pisa airport.
As of December 31, 2025, there were €97.4 million (equivalent to U.S.$114.5 million) outstanding under such 2024 financing agreements.
Brazil
ICAB
BNDES and Caixa loans. ICAB entered into three credit facility agreements to finance investments in the expansion, maintenance and operation of Brasilia Airport as follows: (i) credit facility agreement entered with BNDES entered on February 7, 2014, in an aggregate principal amount of R$558 million, issued in two tranches (Tranche A and Tranche B), with varying interest rates and maturity dates; (ii) credit facility agreement entered with the Brazilian Federal Savings Bank (Caixa Econômica Federal—“CEF”) entered on February 12, 2014, in an aggregate principal amount of R$235.8 million, issued in three tranches (Tranches A, B and C), with varying interest rates and maturity dates; and (iii) credit facility agreement entered with CEF on February 12, 2014, in an aggregate principal amount of R$47.2 million, issued in three tranches (Tranches A, B and C), with varying interest rates and maturity dates, which funds are required to fund construction works and equipment relating to the “Aerocity” to be installed in Brasilia Airport (“ICAB Loans”).
ICAB Loans are secured by (i) the pledge, granted by Inframerica and Infraero, of all ICAB issued and outstanding shares, as well as any dividends and interest on equity payments in connection thereof; (ii) the pledge, granted by Inframerica’s direct shareholders of all Inframerica issued and outstanding shares, as well as any dividends and interest on equity payments in connection thereof; (iii) the fiduciary assignment of all of the present and future ICAB rights arising from the Brasilia Concession and the amounts received in connection thereof, including indemnifications, revenues and escrow deposits, as well as other ICAB receivables not related to Brasilia Concession; (iv) letters of guarantee issued by certain indirect shareholders and affiliates of ICAB; and (v) the insurance coverage required under the Brasilia Concession Agreement.
Before financial completion, payment by ICAB of dividends or distributions exceeding 25.0% of net profits requires prior authorization of BNDES and CEF. “Financial completion” is defined as compliance with the following cumulative conditions: (i) maintenance of a debt service coverage ratio of at least 1.3:1.0 for at least two consecutive years, and an equity ratio of at least 25%, as determined in a balance sheet audited by an independent firm registered with the Brazilian Securities and Exchange Commission (CVM); (ii) creation and funding of reserve accounts provided for in the assignment of rights agreement; (iii) obtaining and maintaining governmental authorities required for the operation of Brasilia Airport; (iv) timely payment of 12 principal installments due under the credit facility agreement entered between ICAB and BNDES; and (v) compliance of ICAB and its direct and indirect shareholders with their obligations under the credit facility agreements and corresponding guarantee agreements, as well as with their obligations before the Brazilian ANAC.
After financial completion, payment of dividends or distributions exceeding 25% of net profits requires the maintenance of a debt service coverage ratio of at least 1.3:1.0, and an equity ratio of at least 25%, as determined by a balance sheet audited by an independent firm registered with the Brazilian Securities and Exchange Commission (CVM).
In accordance with the commitments assumed by the Majority Shareholder under the letter of guarantee, any merger, consolidation or disposition of all, or substantially all, of the Majority Shareholder’s assets requires prior and express authorization of BNDES and CEF.
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In March 2018, ICAB also repaid the outstanding amount of R$274.4 million under the credit facility with the Brazilian Federal Savings Bank (Caixa Econômica Federal, “CEF”).
In December 2017, we entered into amendments and extension agreements with BNDES with respect to the ICAB Loans (the “BNDES Refinancing”) and certain ICASGA credit facility agreements with the BNDES that were fully repaid in 2024.
With respect to the ICAB Loans, the BNDES Refinancing extended the final maturity and the interest-only payment terms of such loans for an additional two years (up to 2033) and provided an interest capitalization period for 50% of the interest due for two years. Also, the BNDES Refinancing increased the size of the credit facility commitments by an additional R$300.0 million. We repaid the Banco Santander Bridge Loan Facility and the Citibank Credit Agreement (as defined below) with new borrowings under the BNDES Refinancing, and the release of certain amounts held in the debt service reserve accounts as a result of the extension of the interest-only repayment terms under such BNDES credit facilities.
In connection with the BNDES Refinancing, the Majority Shareholder and CAAP have agreed not to create any encumbrances on their shares of Inframerica, and not to sell, acquire, merge or spin-off assets or undertake any other action that results or that may result in a change in the current corporate structure of Inframerica or any change of control in Inframerica, without the prior consent of BNDES. The Majority Shareholder has agreed not to undertake any change of control in CAAP without the prior consent of BNDES. Since 2023, a formal letter has been filed on an annual basis with the BNDES, presenting an ACI rating report, declaring compliance with the contractual obligation to maintain the ACI rating equal to or higher than “B-,” for the corresponding year.
As of December 31, 2025, there were R$924.4 million (equivalent to U.S.$168.0 million) outstanding under the ICAB Loans, as amended pursuant to the BNDES Refinancing.
Uruguay
ACI Airport Sudamérica S.A.U. Senior Secured Guaranteed Notes
On May 7, 2015, ACI Airport Sudamérica, S.A.U. (“ACI Sudamerica”) issued U.S.$200.0 million aggregate principal amount of 6.875% senior secured guaranteed notes due 2032 (“Uruguayan Notes”).
The Uruguayan Notes are senior obligations of ACI Sudamerica and rank equally in right of payment with any existing and future obligations of ACI Sudamerica that are not subordinated in right of payment to the Uruguayan Notes, senior in right of payment to all existing and future obligations of ACI Sudamerica that are subordinated to the Uruguayan Notes, senior in right of payment to all existing and future unsecured indebtedness of ACI Sudamerica to the extent of the value of the collateral securing the Uruguayan Notes, effectively subordinated to obligations of ACI Sudamerica preferred by statute or operation of law and, until such time as Puerta del Sur becomes a guarantor, structurally subordinated to the obligations of Puerta del Sur. The holders of the Uruguayan Notes benefit from a guarantee and security package. The security package includes: (i) the pledge of all of the shares in Puerta del Sur; (ii) a pledge of all of the shares in Cerealsur S.A.; (iii) an account of Cerealsur S.A. into which certain dividend payments and other distributions from Puerta del Sur to Cerealsur S.A. will be deposited and all amounts deposited therein; (iv) an account of ACI Sudamerica into which all dividend payments and other distributions from Cerealsur S.A., to ACI Sudamerica will be deposited and all amounts deposited therein; and (v) a debt service reserve account and all the amounts deposited therein. The Uruguayan Notes are fully and unconditionally guaranteed by Cerealsur S.A. Puerta del Sur also became guarantor of the Uruguayan Notes after making full payment of its 7.75% negotiable obligations due 2021 (obligaciones negociables) that were issued on April 30, 2007.
The Uruguayan Notes mature on November 29, 2032. The principal balance of the Uruguayan Notes, together with accrued interest, are being repaid in 34 installments, on May 29 and November 29 of each year, commencing on May 29, 2016.
Exchange Offer in respect of the Uruguayan Notes
On May 26, 2020, ACI Sudamerica completed an exchange offer pursuant to which 93.60% of the total original principal amount of the Uruguayan Notes were exchanged for newly issued 6.875% Cash/7.875% PIK Senior Secured Guaranteed Notes due 2032 (the “Uruguayan Additional Notes”).
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The Uruguayan Additional Notes have terms that are identical in all material respects to the terms of the Uruguayan Notes except that: (i) interest and the principal amount of the Uruguayan Additional Notes shall be repaid in 26 installments on May 29 and November 29 of each year, commencing on May 29, 2020; provided that for the period from and including May 26, 2020 (the “Settlement Date”) to, and including, the payment date falling on May 29, 2021 (the “PIK Period”), ACI Sudamerica may elect not to pay in cash principal and interest due on the Uruguayan Additional Notes, and may instead (a) pay any interest due in kind by increasing the principal balance on the Uruguayan Additional Notes by the amount of such interest (such amount, “PIK Interest Payment”) and (b) defer any principal due (such amount, a “PIK Principal Payment”) with such deferred amounts to be repaid on a new amortization schedule. Upon such election (i) each remaining scheduled principal payment on the Uruguayan Additional Notes will be increased by a pro rata amount equal to such aggregate amount of principal deferred and interest paid in kind during the PIK Period, and (ii) the interest rate on the Uruguayan Additional Notes will be increased to 7.875% per annum, with respect to any interest period for which ACI Sudamerica has made such election; (ii) ACI Sudamerica has elected that no principal or interest was to be paid in cash on the May 29, 2020 payment date with respect to the Uruguayan Additional Notes and each such payment was automatically be deemed a PIK Principal Payment and a PIK Interest Payment, as applicable; (iii) at any time and from time to time, ACI Sudamerica will have the right, at its option, to redeem the Uruguayan Additional Notes in an amount not to exceed the aggregate amount of all PIK Principal Payments and PIK Interest Payments then outstanding at a redemption price equal to: (a) 100% of the Uruguayan Additional Notes being redeemed, plus (b) accrued and unpaid interest and additional amounts, if any, to the redemption date; provided that the aggregate principal amount of any such redemption shall not be less than U.S.$1 million; and (iv) substantially all of the restrictive covenants and events of default and related provisions under the Indenture executed in connection with the Uruguayan Notes were eliminated solely with respect to the Uruguayan Notes.
The Uruguayan Additional Notes and the Uruguayan Notes are secured by the same collateral on a pro rata and pari passu basis in accordance with the indenture and the related collateral documents, other than with respect to (i) the Uruguayan Additional Notes debt service reserve account, a special, segregated account in the name of ACI Sudamerica established and maintained in New York City, New York and which was established for the benefit of the Uruguayan Additional Notes and (ii) the Uruguayan Notes debt service reserve account, a U.S. Dollar-denominated segregated trust account maintained by the Bank of New York Mellon in the name of ACI Sudamerica, which is established for the benefit of the Uruguayan Notes.
As of December 31, 2025, there were U.S.$9.3 million outstanding under the Uruguayan Notes and the Uruguayan Additional Notes.
Uruguayan Series 2021 Notes and New Exchange Offer for the Uruguayan Notes
On November 12, 2021, ACI Sudamerica issued U.S.$180.8 million aggregate principal amount of newly issued 6.875% Senior Secured Guaranteed Notes due 2034 (the “Uruguayan Series 2021 Notes”) in exchange for 40.62% of the total original principal amount of the Uruguayan Notes (Series 2015 Notes) and 96.43% of the original principal amount of the Uruguayan Additional Notes. In that regard, ACI Sudamerica executed the Second Amended and Restated Indenture of the existing Indenture. In the exchange offer, ACI Sudamerica also requested and obtained the necessary consents to enter and execute the Amended Carrasco Concession Agreement. In 2021, Puerta del Sur became Guarantor under such Uruguayan Series 2021 Notes and entered into a Guarantor Accession Agreement and Supplemental Indenture on December 10, 2021.
The Uruguayan Series 2021 Notes are secured on a pari passu basis by the collateral, except for (i) the pledge of all of the shares of ACI Sudamerica, which pledge is for the benefit of the Uruguayan Series 2021 Notes, the Uruguayan Additional Notes and the LC Parties (as defined below), (ii) a Series 2021 Debt Service Reserve Account established solely for the benefit of the Uruguayan Series 2021 Notes, (iii) a Series 2020 Debt Service Reserve Account established solely for the benefit of the Uruguayan Additional Notes, (iv) a Series 2015 Debt Service Reserve Account established solely for the benefit of the Uruguayan Notes, (v) a segregated account in the name of ACI Sudamerica to be established by The Bank of New York Mellon, as the Offshore Collateral Agent (the “Offshore Collateral Agent”), solely for the benefit of the Uruguayan Series 2021 Notes (the “Interest Payment Account”), to be funded with a portion of the proceeds of the issuance of the Uruguayan Series 2021 Notes, and (vi) a segregated account in the name of ACI Sudamerica to be established by Offshore Collateral Agent, solely for the benefit of the LC Parties.
In connection with exchange offer, ACI Sudamerica entered into a Letter of Credit Facility Agreement (the “LC Facility Agreement”) with the issuing banks and lenders party thereto (the “LC Parties”), Citibank, N.A., as Administrative Agent, and the Offshore Collateral Agent, for purposes of issuing one or more standby letters of credit, from time to time, to satisfy its obligation with respect to the Series 2021 Debt Service Reserve Account. ACI Sudamerica’s obligations under the LC Facility Agreement rank pari passu with the Uruguayan Series 2021 Notes, Uruguayan Additional Notes and the Uruguayan Notes, and is secured ratably by the collateral and be jointly and severally guaranteed by Cerealsur and Puerta del Sur.
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After May 30, 2027, ACI Sudamerica may redeem any of the Uruguayan Notes (Series 2015), the Uruguayan Additional Notes (Series 2020) and the Uruguayan Series 2021 Notes in whole or in part, at the redemption price set forth below, plus accrued and unpaid interest and additional amounts, if any, on the series redeemed to, but excluding, the applicable redemption date; provided, however, that if any such series is redeemed in part only, notes issued in connection with such series in an aggregate principal amount of at least U.S.$100,000,000 shall remain outstanding immediately after any such partial redemption.
Date of Payment | | Multiplier |
|
Beginning on May 30, 2027 and ending on May 29, 2028 |
| 103.438 | % |
Beginning on May 30, 2028 and ending on May 29, 2029 |
| 102.292 | % |
Beginning on May 30, 2029 and thereafter |
| 100.000 | % |
ACI Sudamerica is permitted to pay dividends or make other distributions only if the following conditions are satisfied: (i) no retention event or event of default has occurred and is continuing; (ii) both the prospective and historical distributions-to-debt-service coverage ratios equal or exceed 1.2 to 1.0; (iii) all letter of credit disbursements have been reimbursed and no loans remain outstanding; and (iv) the debt service reserve account for the Uruguayan Additional Notes (Series 2020) and the Uruguayan Series 2021 Notes is fully funded to the required level.
In addition, ACI Sudamerica may not declare or make any restricted payment until the later of November 29, 2025 or the date on which all required payments under the Intercreditor and Security Agreement have been paid in full. Notwithstanding this restriction, ACI Sudamerica may distribute up to 50% of any proceeds received from key money payments, subject to a maximum aggregate cap of $12.0 million over the term of the Uruguayan Series 2021 Notes. The prospective distributions-to-debt-service coverage ratio compares distributions or dividends received from Puerta del Sur, less the fixed costs of Cerealsur and ACI Sudamerica, for the two most recently completed interest periods, to projected debt service for the next two interest periods under the Uruguayan Notes (Series 2015), the Uruguayan Additional Notes (Series 2020) and the Uruguayan Series 2021 Notes. The historical distributions-to-debt-service coverage ratio uses the same numerator but compares it to debt service for the two most recently completed interest periods.
As of December 31, 2025, there were U.S.$232.0 million outstanding under the Uruguayan Series 2021 Notes.
Amendment of Second Amended and Restated Indenture of the Uruguayan Notes
On November 5, 2024, ACI Sudamérica, Cerealsur and Puerta del Sur executed an amendment to the Second Amended and Restated Indenture of the Uruguayan Notes. The amendments approved certain transactions associated with Project TUMO, an educational initiative to be developed in Uruguay, and its related capital expenditures as Permitted Capital Expenditures, including increased permitted capital expenditures in 2024 in the new airports by U.S.$11 million, with any remaining balance transferable to 2025, as well as Puerta del Sur and transactions with affiliates. The amendment was approved and authorized by the required majority noteholders.
In addition, ACI Sudamerica amended the Credit Agreement, dated as of November 12, 2021 among the Company, the Guarantors, Goldman Sachs Bank USA, as the Lender and Issuing Bank, and Citibank, N.A., as the Administrative Agent, to authorize the transactions along the same terms as described in the paragraph immediately above, together with extending the maturity date of the letter of credit facility until November 29, 2028, and increasing the total amount of the Commitment (as defined in the credit agreement) to U.S.$14.6 million.
Puerta del Sur
On April 16, 2021, Puerta del Sur obtained a loan of U.S.$10 million with Banco de la República Oriental del Uruguay (BROU) repayable in 60 monthly installments starting in April 2023. This loan is secured by a guarantee issued by CAAP and by a standby letter issued by Morgan Stanley Private Bank, National Association for U.S.$0.9 million guaranteed by Corporación America Sudamericana S.A.
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As of December 31, 2025, there were U.S.$4.5 million outstanding under the Puerta del Sur loan.
CAISA
In December 2019, CAISA applied for a loan at Banco Santander S.A. which was granted in the total amount of up to U.S.$7.0 million to bear interest at an annual of 5.10% and maturing on April 30, 2027. The principal amount is to be paid in six annual installments in April of each year along with accrued interest, starting the first installment in April 2022. As of December 31, 2025, there were U.S.$2.4 million outstanding under this loan.
In December 2019, CAISA applied for a loan at Banco Itaú Uruguay S.A. which was granted in the total amount of up to U.S.$7.0 million, at a variable annual rate of LIBOR plus: (i) 2.5% until November 30, 2020, (ii) 2.84% from December 1, 2020 until October 31, 2021, and (iii) 3.8% from November 1, 2021 onwards, and maturing on April 30, 2027. The principal amount is to be paid in six annual installments in April of each year, starting the first installment in April 2022. As of December 31, 2025, there were U.S.$2.4 million outstanding under this loan.
In October 2024, CAISA applied for a loan at Banco Santander S.A. which was granted in the amount of U.S.$4.0 million with an annual rate equivalent to the 1-year Term SOFR plus 0.75% effective annual rate and maturing on April 16, 2029. The principal amount is to be paid in five annual installments in April of each year along with accrued interest. As of December 31, 2025, there were U.S.$3.7 million outstanding under this loan.
TCU
In October 2025, TCU S.A. entered into a credit facility with Banco Bilbao Vizcaya Argentaria Uruguay S.A. (“BBVA”) for a maximum principal amount of U.S.$13.4 million. The facility bears an effective annual interest rate of 4.30% and matures in October 2033. The loan is disbursed in up to two partial drawdowns and the principal amount is to be repaid in 72 equal and consecutive monthly installments, payable together with accrued interest. As of December 31, 2025, U.S.$6.7 million has been disbursed, and the remaining U.S.$6.7 million is scheduled for disbursement between March and May 2026. The facility is secured by a pledge over certain commercial receivables of TCU S.A. pursuant to a credit assignment agreement entered into with BBVA.
Ecuador
In November 2019, TAGSA entered into a credit facility agreement with Banco Bolivariano CA, which provided a loan in the aggregate principal amount of U.S.$9.0 million matured and was fully repaid in November 2024. Also, in December 2019, TAGSA entered into a credit facility agreement with Banco Guayaquil CA, which provided a loan in the aggregate principal amount of U.S.$10.0 million due in February 2026 which was prepaid in February 2025. Both loans had a variable interest rate (an initial interest rate of 8.75% adjustable every 90 days) and quarterly payments of principal and interest.
In December 2020, TAGSA entered into a credit facility agreement with Banco Bolivariano CA, which provided a loan in the aggregate principal amount of U.S.$8.5 million due in December 2025. Such loan has a variable interest rate (an initial interest rate of 7.25% adjustable Banco Bolivariano every 360 days) and quarterly payments of principal and interest. In March 2025, this credit facility agreement was fully repaid by TAGSA.
C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.
Not applicable.
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D. TREND INFORMATION
Other than as disclosed elsewhere in this annual report, we are not aware of any trends, uncertainties, demands, commitments, or events since December 31, 2025, that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this annual report to be not necessarily indicative of future operating results or financial conditions.
E. CRITICAL ACCOUNTING ESTIMATES
We describe our significant accounting policies and estimates in Note 2.Y to our Audited Consolidated Financial Statements contained elsewhere in this annual report. We believe that these accounting policies and estimates are critical in order to fully understand and evaluate our financial condition and results of operations.
We prepare our consolidated financial statements in accordance with IFRS.
In preparing these consolidated financial statements, management has made judgments, estimates and assumptions that affect the application of our accounting policies and the reported amounts recognized in the financial statements. On a periodic basis, we evaluate our estimates. We base our estimates on historical experience, authoritative pronouncements and various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
Set forth below is information concerning our current officers and directors as of the date of this annual report. There are no family relationships among the directors, executive officers or between any executive officer and director. Our executive officers are appointed by the board of directors to serve in their roles. Each executive officer is appointed for such term as may be prescribed by the board of directors or until a successor has been chosen and qualified or until such officer’s death, resignation or removal. According to the bylaws, Directors shall be elected for a term not exceeding six (6) years. Directors will hold office until the general shareholders’ meeting that will approve the annual accounts of the Company for the financial year ended on December 31, 2026, date on which they may be eligible for re-appointment or replaced.
Unless otherwise indicated, the business address of all of our executive officers and directors is 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg.
Name | | Date of Birth | | Current Position | | First Appointment to |
Martín Francisco Antranik Eurnekian (1)(2)(3)(4) |
| November 28, 1978 |
| Director |
| September 14, 2017 |
Máximo Luis Bomchil(4) |
| May 13, 1950 |
| Chairman and Director |
| September 14, 2017 |
Roderick H. McGeoch |
| October 2, 1946 |
| Director |
| September 14, 2017 |
David Arendt(5) |
| April 4, 1953 |
| Independent Director |
| September 14, 2017 |
Valérie Pechon(4)(5) |
| November 10, 1975 |
| Independent Director |
| September 14, 2017 |
Carlo Alberto Montagna(5) |
| February 27, 1964 |
| Independent Director |
| September 14, 2017 |
Daniel Marx |
| April 16, 1953 |
| Director |
| February 28, 2019 |
(1)Member of the Executive Committee.
(2)Member of the Acquisitions and Business Development Committee.
(3)Member of the Disclosure Committee.
(4)Member of the Compensation Committee.
(5)Member of the Audit Committee.
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Background of Our Directors
Martín Francisco Antranik Eurnekian. Mr. Eurnekian is the chairman of AA2000 and is also the Chief Executive Officer of CAAP. He is a member of the board of directors of most of the airport operating companies controlled by the group. Mr. Eurnekian has more than 15 years of experience in managing different businesses (retail, services and construction/engineering) in seven different countries (Argentina, Uruguay, Brazil, Ecuador, Peru, Italy and Armenia). In particular, Mr. Eurnekian has led the processes associated with evaluating, acquiring and constructing (or re-modeling), and is involved in the management of the following airports: Carrasco Airport, Punta del Este Airport, Guayaquil Airport, Brasilia Airport, Natal Airport, Pisa Airport and Florence Airport, among others. Mr. Eurnekian holds an Engineering degree in Information Technology from Universidad de Belgrano, Argentina.
Máximo Luis Bomchil. Mr. Bomchil is Honorary Chairman of the law firm Bomchil, a former senior and managing partner of the firm and former head of the firm’s tax department. His practice focuses on general commercial and corporate law matters, with particular emphasis on corporate and tax matters, corporate acquisition arrangements and corporate restructuring. Mr. Bomchil is Chairman of HCA S.A., an important hotel business group in Argentina and member of the board of directors of Aeropuertos Argentina 2000 S.A. He is also a syndic of Central Vuelta de Obligado S.A., Termoeléctrica Manuel Belgrano S.A. and ENEL Generación El Chocón S.A. Mr. Bomchil has a law degree from the Catholic University of Argentina (Universidad Católica Argentina) (1973), a Juris Doctor from Ludwig Maximilian University of Munich, Germany (1976), and a Master of Laws from the University College of London University (1977). He is former chairman of the Alliance Française de Buenos Aires, a former board member of the Foundation Alliance Française and has been decorated by the French government as Officier de la Légion d’Honneur.
Roderick H. McGeoch. In 1970, Mr. McGeoch qualified as a lawyer and, over time, became Chairman of Corrs Chambers Westgarth, one of Australia’s largest law firms. During this period, he also served as President of the Law Society of New South Wales in its centenary year. In 1991, the New South Wales Government appointed him CEO of Sydney’s successful bid for the 2000 Olympic Games, after which he served on the Organising Committee for the Games. In 2013, the Australian Government honored him with medals, first appointing him as a Member of the Order of Australia and later as Officer of the Order of Australia in recognition of his contributions. He also served as Honorary Consul General for Luxembourg and has held leadership roles in various organizations. He is Chairman of Vantage Private Equity, and Honorary Chairman of the Trans-Tasman Business Circle. He also serves as a consultant to Big Screens Video Pty Ltd, Chubb Australia Insurances Limited, CAPTEC, and the Sydney Investor Professional & Business Networking Group Incorporated (SIPBN) and he is a member of the Heritage Committee of Venues NSW.
David Arendt. Mr. Arendt is an independent director and sits on the boards and board committees of regulated entities based in Luxembourg (an insurance company, a payment services provider, and a NYSE listed operating company), of the Luxembourg export credit agency Office du Ducroire, of general partners of private equity funds active in the fields of real estate, infrastructure, private credit and agri-food. Pro-bono mandates include the Luxembourg Automobile Club, the largest (by number of members) Luxembourg non-for-profit association and Financial Committee of the International School of Luxembourg. Prior to his activity as an independent director, Mr. Arendt has worked in Europe and the United States in law, finance, and business. His career started in Law with the leading Luxembourg law firm Arendt & Medernach. He then moved to New York where he earned an LLM at New York University and was an associate at Debevoise & Plimpton LLP and Shearman & Sterling LLP. His career in banking included positions in London, New York and Luxembourg at Prudential Securities, Merrill Lynch and Banque Générale du Luxembourg (now BGL BNP Paribas). His career in business includes executive management positions at Cargolux Airlines International SA, the all-cargo airline based in Luxembourg and Le Freeport Luxembourg (rebranded Luxembourg High Security Hub), a high tech/highly secure facility for storing and handling valuable goods. Mr. Arendt holds a License in Law from Grenoble University (France), a Master of Laws degree from King’s College, London University and a Master of Laws degree from New York University, School of Law. He was a member of the Luxembourg and New York bars. He is a certified director by ILA (Institut Luxembourgeois des Administrateurs) and INSEAD (IDP-International Directors Program).
Valérie Pechon. Ms. Pechon is a founding member of Key Partners S.à r.l., a Luxembourg-based trust services provider, member of the Luxembourg Order of Chartered Accountants (Ordre des Experts-Comptables) and is an Independent and non-executive director in Luxembourg companies. From 2011 to 2016, she served as a domiciliation director (part of the extended Management Team) in Intertrust Luxembourg. She has also served as domiciliation manager in Alter Domus Luxembourg (2008 – 2010) and as audit assignment management–External Auditor in Deloitte Audit Luxembourg. She made a traineeship at Santiago de Chile Deloitte’s office (4 months) and was part of a case study regarding retirement fund techniques in Chile. Ms. Pechon has four-year University degree in Business Administration (ULG-EAA) with an orientation in finance.
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Carlo Alberto Montagna. Mr. Montagna is a Partner of The Directors’ Office, the leading practice of independent directors in Luxembourg, since September 2011. He is a member of the board of directors, a trustee or a member of audit committees of many European or International financial groups or corporations, most of them based in Luxembourg, with a particular focus in investment funds covering the entire spectrum of investment strategies, from long only to real assets, including infrastructure and alternative energy. He is a member of ALFI and ILA. He has also served as Managing Director, Client Executive for Investment Managers, Insurances, Foundations, Pension Funds in Continental Europe (2003-2007) at BNY Mellon, while he was a member of the board of directors of investments fund administered by BNY Mellon Luxembourg. He has also served at IMI Group (1993-2003), now known as IntesaSanPaolo Group; with IMI Bank (Lux) S.A. Luxembourg (2002-2003) as General Manager, while during the year 2003 he served as Member of the Securities Market Commission of the Luxembourg Banking Association as principal delegate of the Italian Banks’ Association in Luxembourg; from 2000 to 2002 he served as Director of the Investment Banking division in IMI Bank (Lux) S.A. Luxembourg, and from 1998 to 2000 as Head of Treasury at Banca IMI s.p.a. Milan, while he was also a Member of the Italian Banks Treasurers’ Committee at the Bank of Italy under the supervision of the European Central Bank; from 1993 to 1998 he served at IMI Bank (Lux) S.A. Luxembourg as Head of Treasury and from 1991 to 1993 as Senior Dealer, proprietary trader at Banca Nazionale del Lavoro in Rome. During his career, Mr. Montagna built up an extensive knowledge of trading strategies and managed various portfolios; he developed front office as well as back office solutions, launched investment funds, managed small and big companies. He is a skilled relationship director and people manager. Mr. Montagna passed all examinations during his three years of study of Economics and Law at the University of Pavia, Italy, Faculty of Economics (1982-1985), he is specialized in swaps valuation, hedging and trading strategies at ICMB Geneva in 1994. He speaks English, Italian, French, Dutch, basic Luxembourgish and Spanish.
Daniel Marx. Mr. Marx is the Executive Director of Quantum Finanzas, a financial advisory firm based in Buenos Aires and in September 2024 was appointed as chairman of Empresa Distribuidora y Comercializadora Norte S.A. Mr. Marx has an extensive track record in both the private and public sectors, where he held executive positions. He was Board Member of the BCRA from 1986 to 1988 and Undersecretary of Finance of the Argentine Ministry of Economy from 2000 to 2001 and Chief Debt Negotiator from 1988 to 2003 in charge of the design and execution of sovereign debt restructuring, financing program and relationship with international financial institutions and private banks. He also advised on the initial public offerings by several major Argentine companies and served on the boards of directors of various companies. He holds a degree in Economics from the University of Buenos Aires.
Our Senior Management
Our senior management oversees our day-to-day operations to ensure that our overall strategic objectives are implemented and reports to our board of directors.
The following table sets forth certain relevant information about our senior management:
Name | | Date of Birth | | Current Position | | First Appointment to |
Martín Francisco Antranik Eurnekian (1)(2)(3) |
| November 28, 1978 |
| Chief Executive Officer |
| September 14, 2017 |
Jorge Arruda Filho(1)(2)(3) |
| April 9, 1968 |
| Chief Financial Officer, CEO of Brazil and Head of Business Development |
| April 30, 2021 |
Andrés Zenarruza(1)(2)(3) |
| July 22, 1976 |
| Head of Legal & Compliance |
| September 14, 2017 |
(1)Member of the Executive Committee.
(2)Member of the Acquisitions and Business Development Committee.
(3)Member of the Disclosure Committee.
Set forth below is a summary of the business experience of our senior management, except for the members of our senior management who are also directors, whose business experience is set forth above.
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Jorge Arruda Filho. Mr. Arruda Filho is our Chief Financial Officer. He joined CAAP in 2014 and served as Head of Finance and M&A until April 30, 2021, when he was appointed as the Company’s Chief Financial Officer. He is also Chief Executive Officer of Inframerica Brazil. Mr. Arruda Filho has more than 20 years of investment banking experience, most recently serving as CEO and Head of Investment Banking at Nomura Securities Brazil.
Andrés Zenarruza. Mr. Zenarruza is our Head of Legal & Compliance. Prior to joining us, Mr. Zenarruza practiced law in the legal department of the Corporate and Investment Bank of Citi in Argentina and as an associate at Baker and McKenzie’s Buenos Aires office. He received his law degree from the University of Buenos Aires (UBA) and a Master of Laws from the University of Cambridge in 2002. Mr. Zenarruza is a British Chevening Scholar and a Cambridge Overseas Trust Scholar.
Daily Manager
Martín Cossatti. Mr. Cossatti is our Head of Accounting, Planning and Tax and the Company’s daily manager. Mr. Cossatti has authority to act on behalf of the Company in all matters pertaining to the daily management and affaires of the Company. Mr. Cossatti holds a Public Accountant degree from the Universidad de la República, Uruguay and a Master of Business Administration degree from the Universidad Católica del Uruguay.
B. COMPENSATION
The compensation of our directors is reviewed and approved on an annual basis at our ordinary general shareholders’ meeting. In 2025, the total compensation payable to our directors and senior management was U.S.$6.0 million (compared to U.S.$4.9 million in 2024).
On May 23, 2023, at our Annual General Meeting of the Shareholders, our shareholders approved a new 2023 management compensation plan for certain of our directors.
Management Compensation Plan
On August 20, 2020, our board of directors adopted the Management Share Compensation Plan and subsequently amended and renewed it on March 19, 2025, extending its term until December 31, 2030 (the “Management Compensation Plan”). The purpose of the Management Compensation Plan is to allow executives and key employees of the Company or any of its subsidiaries or certain eligible affiliates acting as employers who are eligible to receive an annual incentive compensation consisting either of (i) a certain number of shares in the share capital of the Company or of (ii) contractual rights (not documented by a certificate or otherwise) to receive, at a certain point in time, a certain number of Shares, thereby encouraging the employees to focus on the long term growth and profitability of the Company.
The maximum number of shares allocable under the Management Compensation Plan is 2% of the total outstanding shares of the Company at all times. The shares to be allocated may be (i) issued via the authorized but unissued share capital of the Company or (ii) transferred either (a) from shares repurchased by the Company and held in the treasury (actions de trésorerie) or (b) from shares purchased directly on the open market or otherwise.
As part of the Management Compensation Plan, on October 9, 2020, our board of directors increased the Company’s share capital by U.S.$3,200,445 through the issuance of 3,200,445 new shares having a nominal value of U.S.$1.00 each. These new shares were subscribed by A.C.I. Airports S.à r.l., the Company’s controlling shareholder, for a total subscription price of U.S.$6,144,854.40 (i.e., a subscription price of U.S.$1.92 per new share, being the market price per share as of October 8, 2020), and paid for through the incorporation of the corresponding amount which was allocated to the Company’s free distributable reserves. The new shares were, subsequently and on the same date, transferred by the controlling shareholder to the Company to be held in treasury until their allocation to key employees in accordance with the Management Compensation Plan. As of the date of this annual report, 1,159,629 shares have been delivered to key employees under the Management Compensation Plan and the remaining outstanding 2,040,816 shares under such plan are held in treasury.
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The rights granted under the Management Compensation Plan are subject to the following terms and conditions and to such additional terms and conditions, not inconsistent with the terms of the Management Compensation Plan, as the Compensation Committee shall deem desirable at its sole discretion: provided however, that, changes adversely affecting the rights of an employee (at least the ones not in his/her favor) to receive rights need to be consented to by such employee:
| ● | Consideration. Each right shall give the right to receive 1 (one) share or its equivalent in cash, as defined above, and shall be granted in lieu of the employees’ payout or in lieu of other incentive compensation (being a portion of them or representing their entirety) as determined by the Committee at its sole discretion. The Committee shall determine the number of rights or the manner of determining the number of rights available to be granted, subject to the total number of rights available under the Management Compensation Plan for such year, and the amount or the method of determining the consideration to be given by each employee, taking into consideration appropriate factors in making such determinations, such as interest rates, volatility of the market price of the shares issued in the share capital of the Company and the term of the restriction affecting the disposal of the rights granted (if any). |
| ● | Vesting. Standard vesting period shall be up to five years. The Committee will determine when the rights shall become disposable in full. The Committee will further determine whether such rights upon vesting and becoming exercisable shall be payable by the Company – at their respective date of vesting – either by payment in shares or by payment in cash or a combination of them, as determined by the Committee in its sole discretion. |
| ● | Manner of Exercise. A completed, dated and signed Acceptance Letter must be delivered by the Employee to the Plan Administrator in order to receive the Rights or the Share(s) granted to him/her based on the exercise of his/her Rights. |
| ● | Time for Exercise in case of Termination of Employment. |
| ● | Death, total disability (as determined by the public social security body the employee is subject to), or normal retirement of employee: if the employment contract of the employee with the Company is terminated by reason of the employee’s death, total disability, or normal retirement, the rights shall become disposable in full on the termination date. |
| ● | Termination at the initiative of the employee: if the employment contract of the employee with the Company is terminated at the initiative of the employee before his/her rights become exercisable/are exercised for any reason, the rights granted to him/her under the Management Compensation Plan shall be forfeited. |
| ● | Termination at the initiative of the Company without Cause: if the employment contract of the employee with the Company is terminated at the initiative of the Company without Cause before his/her rights become exercisable/are exercised for any reason, the rights shall become disposable in full on the employee’s termination date. |
| ● | Termination at the initiative of the Company with Cause: if the employment contract of the employee is terminated at the initiative of the Company for Cause (including without limitation due to an Act of Misconduct, bad performance, violation of the Company’s rules or the terms of the statutory documentation, etc.) before his/her rights become exercisable/are exercised for any reason, the rights granted to him/her under the Management Compensation Plan shall be forfeited. |
| ● | Time for Exercise in case of Delisting. In the event that the shares are delisted from the New York Stock Exchange, then on and after the delisting date, the Company reserves the right to (a) cancel any outstanding rights, unless the Committee determines otherwise in its sole discretion, and (b) repurchase any shares previously allocated to any employee, at the closing price of the shares on the trading day immediately preceding the delisting date, or otherwise at the price agreed by the Committee with such employee. |
Clawback Policy
On November 15, 2023, the Company approved its compensation recovery policy (the “Clawback Policy”). For more information on our Clawback Policy, see “—F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.”
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C. BOARD PRACTICES
Companies listed on the NYSE must comply with certain corporate governance standards provided under Section 303A of the NYSE Listed Company Manual. NYSE listed companies that are foreign private issuers are permitted to follow home-country practices in lieu of Section 303A, except that such companies are required to comply with Sections 303A.06, 303A.11 and 303A.12(b) and (c) of the NYSE Listed Company Manual. Under Section 303A.06, foreign private issuers must have an audit committee that meets the independence requirements of Rule 10A3 under the Exchange Act. Under Section 303A.11, such companies must disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under NYSE listing standards. Finally, under Section 303A.12(b) and (c), such companies must promptly notify the NYSE in writing after becoming aware of any non-compliance with any applicable provisions of this Section 303A and must annually make a written affirmation to the NYSE.
Board Committees
Our articles of association provide that the board of directors may establish committees, such as an audit committee, a compensation committee and a nomination committee, among others. The composition of any of these committees and any powers delegated thereto shall be determined by the board of directors.
Corporate Governance Code, Code of Conduct and Code of Ethics for Senior Financial Officers
We have adopted a Corporate Governance Code and Code of Conduct and related integrity policies applicable to all of our directors, officers and employees. We have also adopted an additional Code of Ethics applicable to our Senior Financial Officers. Our articles of association require any director to refrain from voting on or approving of any related party agreement with such director or party related to such director. Our Corporate Governance Code, Code of Conduct and related integrity policies and Code of Ethics for senior financial officers provide additional procedures for the audit committee and the board of directors to identify, report, review and approve any related party agreements with directors or senior management (or any affiliate other than us). See “Item 16B. Code of Ethics.”
Audit Committee
The Audit Committee consists of the following three directors: Valérie Pechon (Member), David Arendt (Financial Expert) and Carlo Alberto Montagna (Member) who served as chairperson during fiscal year 2025, with Valérie Pechon assuming the role for 2026 in accordance with the rotating chairmanship system established in our corporate governance code. Each member of the Audit Committee is required to meet the requirements of independence, experience and financial experience set forth in the listing standards of the NYSE and the requirements of Rule 10A3 under the Exchange Act. David Arendt, member of our Audit Committee is a “financial expert” within the meaning of SEC rules and regulations. The Audit Committee will perform the duties set forth in our corporate governance code. The primary responsibilities of the Audit Committee include the following:
| ● | overseeing management’s establishment and maintenance of adequate systems of internal accounting, auditing and financial controls; |
| ● | reviewing the effectiveness of our legal, regulatory compliance, ethical standards and risk-management programs; |
| ● | reviewing certain related party transactions in accordance with our corporate governance code; |
| ● | overseeing our financial and sustainability reporting process, including the filing of financial reports; and |
| ● | selecting our independent auditors, evaluating their independence and performance and approving audit fees and the services provided by them. |
Executive Committee
The Executive Committee (comité de direction) consists of three members: Martín Francisco Antranik Eurnekian (Chief Executive Officer), Jorge Arruda Filho (Chief Financial Officer) and Andrés Zenarruza (Head of Legal & Compliance). Our Chief Executive Officer is the president of the Executive Committee. The Executive Committee performs the duties set forth in our corporate governance code. The primary responsibilities of the Executive Committee include the following, amongst others:
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| ● | assessing and proposing business strategies, and implementing strategies and policies approved by the board of directors; |
| ● | developing processes for the identification, evaluation, monitoring and mitigation of risks; |
| ● | implementing appropriate internal control systems and follow-up of such system’s effectiveness, and reporting compliance with its goals to the board of directors; |
| ● | analyzing and proposing the full year budget following-up its evolution, and assessing mitigation of internal and market variables; |
| ● | identifying and implementing business synergies among Group companies; and |
| ● | proposing the delegation of powers to officers and supervising managers, which are consistent with the policies and procedures established by the board of directors. |
Acquisitions and Business Development Committee
The Acquisitions and Business Development Committee is currently comprised of Martín Francisco Antranik Eurnekian (Chief Executive Officer), Jorge Arruda Filho (Chief Financial Officer and Head of Business Development), Andrés Zenarruza (Head of Legal and Compliance), Eugenio Perissé, Roberto Naldi, Juan Djedjeian, Ezequiel Barrenechea and Tarek Madi. The Acquisitions and Business Development Committee is chaired by our Chief Executive Officer. The Acquisitions and Business Development Committee performs the duties set forth in our corporate governance code and report indirectly to the Board through the Executive Committee. The primary responsibilities of the Acquisitions and Business Development Committee include the following:
| ● | evaluating and reporting on our acquisition and business development plans, in collaboration with the board of directors and the executive committee; |
| ● | assisting the executive committee with recommendations on acquisitions and business development agenda of the group; |
| ● | evaluating, reporting, and recommending specific acquisitions or business opportunities to the executive committee; and |
| ● | approving new acquisitions or development opportunities within the powers delegated to the Acquisitions and Business Development Committee by the board of directors and the executive committee. |
Disclosure Committee
The Disclosure Committee currently consists of four members: Martín Francisco Antranik Eurnekian (Chief Executive Officer), Jorge Arruda Filho (Chief Financial Officer), Andrés Zenarruza (Head of Legal & Compliance) and Patricio Esnaola (Head of Investor Relations). This Committee oversees and reviews all materials for which there is a disclosure requirement.
Compensation Committee
The Compensation Committee currently consists of three members: Martín Francisco Antranik Eurnekian (our Chief Executive Officer), Máximo Luis Bomchil (the Chairman of the Board of Directors), and Valérie Pechon (the Chairman of the Audit Committee for 2026). This Committee oversees and reviews the specific awards to be granted, based on the proposal to be submitted by the plan administrator and administers the Clawback Policy by determining not to recover erroneously awarded compensation in circumstances where non-enforcement is expressly permitted by the clawback rules and in accordance with the Clawback Policy.
Information Security Incident Response Committee
The Information Security Incident Response Committee (the “ISIRC”) shall be summoned in case of a cybersecurity incident and will include by the Local IT Manager/Responsible (of the involved subsidiary), an Information Security Specialist (local and/or corporate), the Head of Legal and Compliance (representing CAAP’s Executive Committee) and, if necessary, members of other technology-related teams, or members of CAAP Executive Committee or other members of senior management.
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D. EMPLOYEES
We have unionized employees in all of the jurisdictions in which we operate. In accordance with Argentine law, some of our employees are represented by labor unions based on the nature of their roles. As of December 31, 2025, 62.4% of our total workforce is represented by labor unions, namely, the Aeronautical Personnel Association (Asociación de Personal Aeronáutico, APA) and the National Civil Personnel Union (Unión de Personal Civil de la Nación, UPCN). Among this group, 82.7% are union members / affiliates, representing 51.6% of our total workforce. Any strike or work stoppage could disrupt our business operations, negatively impacting our financial results. Existing labor agreements may not prevent strikes or stoppages, and any such event could materially affect our business. To mitigate this risk, we engage in ongoing negotiations with both unions. As of December 31, 2024, and 2023, 63%, and 62.9%, respectively, of our employees in AA2000 were represented by the aforementioned unions. Their relationship with the company is primarily governed by Collective Bargaining Agreement No. 1,254/2011 “E,” dated November 26, 2016. We have not experienced any significant labor conflicts in the past two years. We maintain a strong working relationship with union delegates and representatives. See “Item 3. Key Information—Risk Factors—Risks Related to Our Business and Industry—We are subject to the risk of union disputes and work stoppages at our locations, which could have a material adverse effect on our business.”
In addition, as of December 31, 2025, 2024, and 2023, approximately 0.1 thousand, 0.1 thousand and 0.1 thousand, respectively, of our employees in Italy (approximately 32.0%, 33.2%, and 32.7%, respectively) are represented by transportation trade unions. In Italy, there are two levels of collective bargaining: the national employment contract, which every company is bound to apply, and the collective corporate contract.
As of December 31, 2025, approximately 0.1 thousand of our employees in Brazil (approximately 11%) are represented by the Brazilian National Union of Airport Employees (Sindicato Nacional do Aeroportuarios), compared to approximately 0.1 thousand, or 14%, as of December 31, 2024. We have not experienced any significant collective conflicts during the last two years. We maintain a successful working relationship with each union’s delegates and representatives in Brazil.
The following table provides information regarding our total employees as of December 31, 2025, 2024, and 2023:
Number of Employees | ||||||
As of December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
(in thousands) | ||||||
Operations and infrastructure |
| 5.4 |
| 5.4 |
| 5.4 |
Administration |
| 0.9 |
| 0.7 |
| 0.7 |
Total |
| 6.3 |
| 6.1 |
| 6.1 |
E. SHARE OWNERSHIP
As of the date of this annual report on Form 20-F, to the best of our knowledge, none of our directors, officers or members of our senior management own 5% or more of our common shares. Certain of our directors, officers and members of our senior management are entitled to a certain number of our shares or to contractual rights (not documented by a certificate or otherwise) to receive, at a certain point in time, a certain number of our shares pursuant to our existing management compensation plan. See “—B. Compensation—Management Compensation Plan,” for information on our management compensation plan.
F. DISCLOSURE OF A REGISTRANT’S ACTION TO RECOVER ERRONEOUSLY AWARDED COMPENSATION
On November 15, 2023, the Company approved its compensation recovery policy providing for the recovery of erroneously awarded incentive-based compensation received by current and former executive officers in connection with a financial restatement, regardless of fault or misconduct, on or after October 2, 2023. Please see Exhibit No. 97.1 to our annual report on Form 20-F for the year ended December 31, 2024.
We have not been required to prepare an accounting restatement at any time during or after our last completed fiscal year and no recovery of awarded compensation is required pursuant to our Clawback Policy.
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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
The following table sets forth information with respect to the beneficial ownership of our shares as of December 31, 2025:
| ● | each shareholder, or group of affiliated shareholders, who we know beneficially owns more than 5% of our outstanding shares; |
| ● | each of our directors and executive officers individually; and |
| ● | all directors and executive officers as a group. |
As of December 31, 2025, we had 165,219,146 issued and outstanding common shares of which 2,040,816 were held as treasury shares. Beneficial ownership as exclusively determined in accordance with the rules of the SEC generally includes any shares over which a person exercises sole or shared voting and/or investment power. Shares subject to options and warrants currently exercisable or exercisable within 60 days are deemed outstanding for computing the percentage ownership of the person holding the options but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated, we believe the beneficial owners of the shares listed below, based on information furnished by them and as per the rules of the SEC, have sole voting and investment power with respect to the number of shares listed opposite their names. The address of each beneficial owner is 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg.
Common shares Beneficially Owned | |||||
as of December 31, 2025 | |||||
| Number | | % | ||
A.C.I. Airports S.à r.l.(1) | 131,450,833 | 79.6 | % | ||
Helikon Investments Limited(2) | 13,565,960 | 8.3 | % | ||
Our executive officers and directors | | |
| ||
Martín Francisco Antranik Eurnekian |
| 0 |
| 0 | % |
Máximo Luis Bomchil |
| 0 |
| 0 | % |
Roderick H. McGeoch |
| * |
| * | % |
David Arendt |
| 0 |
| 0 | % |
Valérie Pechon |
| 0 |
| 0 | % |
Carlo Alberto Montagna |
| 0 |
| 0 | % |
Daniel Marx |
| 0 |
| 0 | % |
Jorge Arruda Filho |
| * |
| * | |
Andrés Zenarruza |
| * |
| * | |
All executive officers and directors as a group: |
| * |
| * | |
* Represents beneficial ownership of less than 1% of our issued and outstanding common shares.
(1) A.C.I. Airports S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated in Luxembourg, is 100% controlled by Corporación América International S.à r.l., a private limited liability company (société à responsabilité limitée) also incorporated in Luxembourg, which is 100% controlled by Southern Cone Foundation (“SCF”), a foundation created under the laws of Liechtenstein. SCF manages assets for the benefit of the foundation’s beneficiaries. The potential beneficiaries of this foundation are certain members of the Eurnekian family as well as religious, charitable and educational institutions designated by the foundation’s board of directors. The board of directors of the foundation is currently composed of four individuals and decisions are taken by majority vote. The board of directors has broad authority to manage the affairs of the foundation and to designate its beneficiaries and additional board members.
(2) This information is based solely on the Schedule 13G/A filed with the SEC on May 12, 2025 on behalf of Helikon Investments Limited, a United Kingdom public limited company (“Helikon UK”), with respect to common shares of the Company held by Helikon Long Short Equity Fund Master ICAV (the “Helikon Fund”), managed by Helikon UK. Mr. Federico Riggio (“Mr. Riggio”), an Italian citizen, and Helikon UK, are the reporting beneficial owners with respect to the common shares directly held by the Helikon Fund. The address of Helikon UK and Mr. Riggio is 17 Waterloo Place, London SW1Y 4AR.
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B. RELATED PARTY TRANSACTIONS
We have engaged in, and we expect that we will continue to engage in, transactions with related parties, including, without limitation, the transactions described below. We believe the terms and conditions of these arrangements are generally equivalent to those which we could obtain from an unaffiliated third party, to the extent there are third parties which could provide comparable goods or services. For more information regarding our relationships and transactions with related parties, see Note 27 to our Audited Consolidated Financial Statements included elsewhere in this annual report.
Proden S.A.
Proden S.A., one of our affiliates, is a sociedad anónima organized under the laws of Argentina (“Proden”) that is currently directly controlled by Corporación América Inmobiliaria S.A. which in turn is indirectly controlled by SCF. Proden provides technology outsourcing services to our following subsidiary: AA2000. Proden also leases to AA2000 the building where AA2000 has its principal office. Pursuant to this lease agreement entered into on March 1, 2008 and adjusted in 2025, AA2000 pays Proden a monthly rental fee of U.S.$291,606. In 2025, 2024, and 2023, we recorded expenses of U.S.$3.0 million, U.S.$3.3 million, and U.S.$2.3 million, respectively, in connection with the services provided by Proden to all of our subsidiaries, including the lease agreement.
Servicios Integrales América S.A.
Servicios Integrales América S.A., one of our affiliates, is a sociedad anónima organized under the laws of Argentina (“SIASA”). SIASA is currently controlled by Casa Ventas S.A., which in turn is indirectly controlled by SCF. SIASA provides compliance, legal, accounting, investor relations, strategy, information security, sustainability, and business development services to CAAP and technology outsourcing services to our following subsidiaries: AA2000, AIA, Puerta del Sur, CAISA, TCU, TAGSA, CASA, Corporación América Sudamericana S.A., Corporación Aeroportuaria S.A., and Corporación América Sudamericana S.A. – Sucursal Ecuador “CASE.” In 2025, 2024, and 2023, we recorded expenses of U.S.$5.5 million, U.S.$4.5 million, and U.S.$3.4 million, respectively, corresponding to these services rendered to all such subsidiaries. As of December 31, 2025, 2024 and 2023, we owed SIASA U.S.$0.3 million, U.S.$0.3 million and U.S.$0.2 million, respectively.
Compañía de Infraestructura y Construcción S.A.
Compañía de Infraestructura y Construcción S.A. one of our affiliates, is a sociedad anónima organized under the laws of Argentina ( “CINC”). CINC is indirectly controlled by SCF and provide AA2000 with a broad range of construction services. In 2025, 2024, and 2023, AA2000 recorded expenses of U.S.$8.0 million, U.S.$8.6 million, and U.S.$3.2 million, respectively, corresponding to services rendered by CINC. As of December 31, 2025, 2024, and 2023, AA2000 owed CINC U.S.$1.5 million, U.S.$0.7 million, and U.S.$0.7 million, respectively.
Financing Agreements
Compañía General de Combustibles S.A.
Compañía General de Combustibles S.A., one of our affiliates, is a company (sociedad anónima) organized under the laws of Argentina (“CGC”). CGC is indirectly controlled by SCF. CGC entered into a loan agreement with Aeropuertos Argentina 2000 S.A. On November 21, 2024, AA2000 assigned the loan in favor of Corporación América S.A. On December 2, 2024, CASA accepted the offer from AA2000. In December 2025, the loan was renewed, bearing a fixed annual interest annual rate of 8.0% and maturing in December 2026. As of December 31, 2025 and 2024, CGC owed CASA U.S.$16.8 million and U.S.$15.7 million, respectively. As of December 31, 2023, CGC owed AA2000 U.S.$14.8 million. During the year ended December 31, 2025, CASA recorded an income of U.S.$0.9 million related to interests received from the loan agreement with CGC. During the year ended December 31, 2024 and 2023 AA2000 recorded an income of U.S.$0.5 million and U.S.$0.2 million, respectively.
Other Financial Agreements
As of December 31, 2025, 2024, and 2023 related parties owed CAAP and its subsidiaries U.S.$2.4 million, U.S.$3.3 million, and U.S.$3.1 million, respectively, under other related party financing agreements. In each of the years ended December 31, 2025, 2024, and 2023, we had accrued interest income of U.S.$0.2 million, U.S.$0.1 million and U.S.$0.2 million, respectively, in respect of such related party financing agreements.
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Other Transactions with Related Parties
ECOGAL Management Support Agreement—Galapagos Airport
Between April 15, 2011 and December 31, 2019, ECOGAL, one of our associates, entered into a management support agreement with CASE, one of our subsidiaries. Pursuant to this management support agreement, CASE collected the fees of ECOGAL under the Galapagos Concession Agreement. Under this Agreement, ECOGAL paid CASE a fee equal to 5% of ECOGAL’s total annual revenue, excluding VAT. On January 1, 2020, ECOGAL signed a new management support agreement with Cedicor S.A. Sucursal Ecuador under the same conditions of the previous agreement. During the years ended December 31, 2025, 2024 and 2023, ECOGAL recorded expenses for an amount of U.S.$0.7 million, U.S.$0.6 million and U.S.$0.7 million, respectively, with Cedicor S.A. Sucursal Ecuador. As of December 31, 2025, 2024, and 2023, ECOGAL owed Cedicor S.A. Sucursal Ecuador and CASE U.S.$0.6 million, U.S.$0.5 million and U.S.$0.6 million, respectively.
Know How, Technical and Operational Assistance and Management Agreement—Armenia Airports
Since January 1, 2014, AIA and IAM, one of our affiliates, entered into a Know How, Technical and Operational Assistance and Management Agreement under which IAM has provided AIA with technical and operational assistance services. As of the date of this annual report on Form 20-F, IAM provides AIA management services, as well as know-how, technical and operational assistance in connection with the development of national and international air traffic of passengers, freight and mail, the analysis of operations, ground handling and maintenance activities and budgets, and assistance concerning financial planning and access to financial resources, among other things. AIA pays IAM U.S.$0.15 million per month for the provision of the referred services. IAM will charge AIA an additional fee to be determined in each case, for the rendering of technical assistance services that can be requested from time to time by AIA. In each of 2025, 2024, and 2023, AIA recorded expenses for U.S.$1.8 million in respect of such services. As of December 31, 2025, AIA does not have any pending balance with IAM and as of December 31, 2024 and 2023, AIA owed IAM U.S.$0.2 million each year.
Cash and Equivalents
As of December 31, 2025, 2024, and 2023, CAAP and its subsidiaries maintain cash and cash equivalents deposited for U.S.$28.1 million, U.S.$34.1 million, and U.S.$23.2 million, respectively, at Converse Bank CJSC.
Term deposits
As of December 31, 2025, 2024 and 2023, AIA maintained term deposits at the Converse Bank CJSC for U.S.$51.3 million, U.S.$25.5 million and U.S.$10.1 million, respectively.
Other Services Agreements
Within the ordinary operation of our airports, we entered into several related party agreements in addition to the ones described above. In 2025, 2024, and 2023, our related parties rendered other services to us in an aggregate amount of U.S.$1.7 million, U.S.$1.0 million, and U.S.$12.8 million, respectively. Overall, as of December 31, 2025, 2024, and 2023, we were owed U.S.$4.1 million, U.S.$1.6 million, and U.S.$4.9 million for related party transactions, respectively.
Registration Rights and Indemnification Agreements
Majority Shareholder
We have entered into a registration rights and indemnification agreement with our Majority Shareholder. This agreement provides to the Majority Shareholder and its affiliate transferees up to five “demand” registrations for the sale of our common shares. Additionally, the agreement provides the Majority Shareholder and its affiliate transferees customary “piggyback” registration rights. The registration rights and indemnification agreement also provide that we will pay certain expenses relating to such registrations and indemnify the Majority Shareholder and its affiliate transferees against certain liabilities which may arise under the Securities Act.
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Pursuant to such registration rights and indemnification agreement, we agree to indemnify the Majority Shareholder for the pro rata portion of any losses, claims, damages, liabilities, joint or several, and expenses arising out of or based upon certain letters of guarantee provided by the Majority Shareholder under certain credit facilities provided by the BNDES and Banco Citibank to ICAB, in each case, as determined by a final non-appealable judgment of a court of competent jurisdiction (see “Item 5. Operating and Financial review and Prospects—Liquidity and Capital Resources—Indebtedness—Brazil—ICAB”). The pro rata portion of such liabilities equals the aggregate amount of such losses, claims, damages and liabilities multiplied by the aggregate percentage of our capital stock (on a fully-diluted basis) which is not otherwise held by the Majority Shareholder and any of its affiliates.
ICD
We have entered into a transaction agreement with ICD. This agreement provides ICD with piggy-back registration rights until the 18-month anniversary of the closing date of the transaction (May 28, 2025). Under this agreement, if we or the Majority Shareholder propose to file a registration statement for an offering of our common shares (other than in connection with a merger or acquisition), we are required to give ICD at least 15 days’ written notice and offer ICD the opportunity to register for sale a number of common shares up to a maximum of 25% of the total consideration expected to be received under the proposed offering.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
The Company’s Audited Consolidated Financial Statements are included in Item 18.
Legal Proceedings
We are involved in certain legal proceedings from time to time that are incidental to the normal conduct of our business. The material proceedings are described below.
Argentine Proceedings
Environmental Proceedings
We, our sub concessionaires, and our aeronautical customers are subject to various environmental laws and regulations governing, among other things, the generation, use, transportation, management, and disposal of hazardous materials; the emission and discharge of hazardous materials into the ground, air, or water; and human health and safety. We have incurred, and expect to continue incurring, compliance costs related to these requirements. In addition, we may be held responsible for contamination, human exposure to hazardous materials, or other environmental damages at our airports or otherwise related to our operations, even if we were not at fault or if such matters were caused by a sub concessionaire, an aeronautical customer, or another third party. Following the expiration or termination of our concession agreements, we could remain liable for environmental damage that arises after such expiration but was caused while we were the concessionaire.
Pursuant to the Final Memorandum of Agreement with the Argentine Government, dated April 3, 2007, we are required to assess and remediate environmental damage at our airports in Argentina. In accordance with section 22 of the Argentine Environmental Policies Law No. 25,675, we maintain environmental insurance for Ezeiza Airport and Aeroparque Airports, covering remediation damages. We are not required to have environmental insurance for the rest of our airports in Argentina. However, in connection with any enlargements or remodeling projects undertaken at our airports, we may be required to prepare assessments of the projects’ potential environmental impacts.
In August 2005, a civil proceeding was brought by the Association of Surface Owners of Patagonia (Asociación de Superficiarios de la Patagonia, “ASSUPA”), a non-governmental organization, against Shell Oil Company for alleged environmental damages caused by an oil spill at Ezeiza Airport. In September 2006, Aeropuertos Argentina 2000 (AA2000) was called to intervene as a third party at the request of the plaintiff. The lawsuit alleges that AA2000 is jointly liable with Shell Oil Company because AA2000 manages the real property where the environmental damage occurred. AA2000 has asserted that Shell Oil Company is solely responsible for any damage. We have not made any provisions in our financial statements to cover risks related to this proceeding. Shell Oil Company and the National Airports Regulatory Agency (Organismo Regulador del Sistema Nacional de Aeropuertos, “ORSNA”) are currently working together on the damage remediation activities.
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In August 2011, ASSUPA brought a civil proceeding against AA2000 in an Argentine administrative federal court in the City of Buenos Aires (Justicia Federal en lo Contencioso Administrativo de la Capital Federal), under the General Environmental Law No. 25,675, requesting compensation for environmental damage caused at all airports under the AA2000 Concession Agreement.
As a solution, a “General Remediation Agreement” was entered into with ASSUPA, establishing the execution of specific agreements for each airport where remediation works should be conducted, and setting out the guidelines for each remediation work. It was also agreed that these works would be financed with the “Trust Fund for the Financing of Works at the Airports comprising Group ‘A’ of the National Airports System (Patrimonio de Afectación para el Financiamiento de Obras en los Aeropuertos que conforman el Grupo ‘A’ SISTEMA NACIONAL DE AEROPUERTOS, ‘SNA’).”
On April 15, 2021, a specific agreement for the remediation of Ezeiza Airport was also entered into. Both agreements were submitted to ORSNA and approved by the Court on August 30, 2021.
In addition, an agreement regarding the lawyers’ fees involved in all past and present judicial activity until the process ends has also been entered into. The amounts involved in this agreement are approximately U.S.$7 million, of which U.S.$5 million are allocated to the counterpart’s lawyer’s fees and U.S.$2 million are allocated to the counterpart’s expert’s fees.
On February 23, 2022, a specific agreement for the environmental remediation of San Fernando Airport was entered into and submitted to ORSNA; it was approved by the Court on December 29, 2022. The amount of the remediation is still being estimated.
On January 2, 2023, a specific agreement for the environmental remediation of Aeroparque Airport was entered into, submitted to ORSNA on January 25, 2023, and approved by the Court on May 27, 2024. The amount of the remediation is still being estimated. The costs associated with these remediation works will be considered investments under the AA2000 Concession Agreement.
Civil proceedings
ANSA
On October 26, 2018, ANSA was served with a complaint from a supplier alleging breach of contract related to hangar construction at Neuquén Airport. ANSA filed its response on November 21, 2018. On July 7, 2022, the court of first instance rejected the claim and ordered the plaintiff to pay court costs. The plaintiff appealed this decision. On December 13, 2023, the Court of Appeals partially upheld the plaintiff’s appeal, reversing the first instance ruling and ordering ANSA to pay approximately U.S.$0.6 million plus U.S.$0.3 million in interest (calculated as of December 31, 2025, at an annual rate of 8%). The costs for both instances were imposed on ANSA, initially totaling 53.3% of the judgment amount. After appeal, these costs were reduced to 15.6% of the judgment amount for the first instance proceedings and 30% of that figure for the second instance proceedings, based on the Argentine National Bank exchange rate (Banco de la Nación Argentina, “BNA”) prior to payment.
ANSA has appealed this ruling before the Supreme Court of Neuquén (Supreme Court of Neuquén, “Supreme Court of Neuquén”) on both the merits and the court costs, while former counsel appealed only the amount of the fees. The Supreme Court of Neuquén granted the extraordinary appeal filed by ANSA, reversing the prior ruling against it and reduced the attorneys’ fees awarded. However, the decision is not yet final.
The appeal does not prevent the beneficiaries of the judgment from requesting provisional seizures against ANSA to secure payment of their fees if the judgment is upheld. However, such seizures cannot be executed until the provincial extraordinary appeal is resolved and will proceed only if the appeal is dismissed. If seizures are requested, they must be backed by insurance policies. Counsel’s fees should be covered by the insurance policy previously submitted in the proceedings.
Novaurb
Novaurb S.A. has initiated legal proceedings against AA2000 before Commercial Court No. 20 (Case No. 10509/2024), seeking ARS15.2 billion in connection with alleged breaches related to Project ‘EZE 4046’. The lawsuit centers on claims of non-compliance with the termination settlement agreement dated May 19, 2019, including compensation for materials allegedly left at the construction site, reimbursement of the retention fund, and delayed return of surety bonds. The claimant also asserts entitlement to lost profits resulting from the alleged wrongful termination of the project by AA2000. The case is currently in the evidentiary stage.
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DGR
The Córdoba General Revenue Directorate (Dirección General de Rentas, “DGR”) has initiated legal action against AA2000 regarding the collection of provincial real estate taxes for the property located at Córdoba Airport. The lawsuit covers unpaid obligations from May 2021 through December 2023 and has been extended to include the periods from January to July 2024. The updated claim amounts to AR$313.2 million. AA2000 has duly filed its response to the claim, and as of the date hereof, no judgment has been rendered. In connection with the proceedings, funds totaling AR$124.1 million have been subject to judicial attachment.
Brazilian Proceedings
Inframérica Concessionária do Aeroporto de Brasilia S.A. (“ICAB”)
Administrative Proceedings
ICAB has been involved in multiple claims before the Brazilian National Civil Aviation Agency (Agência Nacional de Aviação Civil, “ANAC”) seeking economic re-equilibrium under the Brasilia Concession Agreement due to financial impacts primarily resulting from the COVID-19 pandemic.
In December 2021, under Instruction No. 139, ICAB requested ANAC to reschedule 50% of the 2021 fixed concession fee, which was due and payable on December 31, 2021, as previously approved by the Brazilian Ministry of Infrastructure (Ministério da Infraestrutura). ANAC denied this request, leading ICAB to file a formal claim against ANAC in January 2022. In February 2022, a provisional decision was granted, suspending ANAC’s ruling and ICAB’s default status until a final decision was reached. ANAC appealed, but in April 2022, the court of justice provisionally upheld the first instance judgment in favor of ICAB. In November 2023, the first instance ruling was confirmed, granting ICAB the right to reschedule 50% of the 2021 fixed concession fee. ANAC appealed. As of December 31, 2025, the court of justice has not issued its ruling and the case remains pending.
After partially deducting the 2021 fixed concession fee and rescheduling 50% of it, ANAC initiated an administrative procedure to determine whether ICAB was in default under the Concession Agreement. ICAB submitted a defense, and the procedure was stayed until a Federal Judge issues a ruling. Although the outcome of the proceedings cannot be assured, ICAB, based on the opinion of its external legal advisors, believes it is unlikely that the writ of mandamus will be rescinded by the court.
Regarding the 2022 fixed concession fee, a partial payment of R$81.6 million (equivalent to U.S.$15.0 million) was made through the application of re-equilibrium credits in 2022. To pay the remaining amount, ICAB presented an offer of payment using judicial credits (“Precatorios”) to the Ministry of Infrastructure (Ministério da Infraestrutura) in November 2022. In December 2022, the Ministry issued an official letter confirming that ICAB remained in compliance with its obligations, while the analysis of the Precatorios was pending.
In March 2023, despite constitutional authorization, the Brazilian Attorney General (Advocacia-Geral da União, “AGU”) revoked its own regulation on the acceptance of Precatorios for concession fee payments and began analyzing a new regulation.
On May 15, 2023, ICAB submitted a request to pay the variable concession fee using Precatorios, but in June 2023, ANAC informed ICAB that the payment would not be recognized and initiated an administrative procedure to declare default, requesting ICAB to make a new payment based on the AGU’s revocation.
On June 15, 2023, ICAB filed a legal claim requesting the suspension of the payment requirement until the analysis of the Precatorios was completed. ICAB is still awaiting a final decision.
Although ICAB believed in the validity and legality of using Precatorios for payment of concession fees, on August 15, 2023, ICAB decided to pay in full the variable concession fee obligation, totaling R$9.1 million (equivalent to U.S.$1.9 million), through the application of re-equilibrium credits, and subsequently withdrew the request to pay via Precatorios. This payment was accepted, thereby closing the matter regarding the variable concession fee.
On December 7, 2023, ANAC granted R$86.1 million in re-equilibrium credits to be deducted from the 2023 fixed concession fee.
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On July 30, 2024, ICAB filed claims before ANAC requesting economic re-equilibrium to compensate for costs incurred due to the absorption of migratory services previously provided by the Brazilian Federal Police (Polícia Federal). ICAB proposed compensation through an increase in international boarding tariffs.
On September 13, 2024, ICAB filed claims for economic re-equilibrium based on losses and costs incurred in connection with the COVID-19 pandemic for 2024. On January 14, 2025, ICAB was granted R$110.9 million to be deducted from the 2024 fixed concession fee. On June 30, 2025, ANAC granted the requested balance and increased international passenger boarding fees by 22.3%.
Civil Proceedings
ICAB
ICAB identified three payments totaling approximately R$0.9 million made during 2014 by the company (when Infravix was still an indirect shareholder of Inframérica) to individuals or entities for which Inframérica was unable to clearly identify a proper purpose. On September 14, 2019, the Brazilian Federal Revenue Service (Receita Federal) imposed a payment of R$1.3 million in late taxes, claiming that these payments were without cause or did not identify a beneficiary. The case is currently being investigated by the Federal Court of the Federal District, where the proceedings are currently stalled. The outcome of this procedure remains uncertain. Infravix is no longer a shareholder in either ICASGA (as defined below) or ICAB. Neither ICAB nor ICASGA have been notified of any investigation against them.
Avianca
In December 2018, Avianca, an airline that operated at Brasilia Airport and Natal Airport, filed for judicial recovery. On December 10, 2018, approximately R$4.5 million in debts owed to ICASGA were authorized under the judicial recovery proceeding. Additionally, ICAB filed a judicial debt collection against Avianca for R$7.2 million with respect to debt not included in the judicial recovery. On July 4, 2019, the Brazilian court granted ICAB the right to liquidate Avianca’s assets located within Brasilia Airport for a value equal to the total outstanding amount. On September 16, 2019, R$0.9 million was collected through this liquidation process, while the outstanding amount is currently under expert assessment to determine the assets’ value.
SINA
In June 2022, the Airport Workers Union (Sindicato Nacional dos Aeroportuários, “SINA”) filed a lawsuit against ICAB demanding hazard pay equal to 30% of the salary for all workers who work on the airport apron, alleging that fueling aircraft exposes workers to a risk of explosion that must be compensated according to Brazilian law. The total estimated amount involved is approximately R$10.0 million. The judge ordered an expert to analyze the labor conditions, who concluded that they were hazardous. In December 2023, the judge issued a ruling ordering ICAB to pay the amount requested by SINA. ICAB appealed the ruling, but the appeal was denied in July 2025. ICAB intends to submit a new appeal to the Superior Labor Court (Tribunal Superior do Trabalho).
Tax Proceedings
In September 2014, ICAB initiated a lawsuit disputing the legality of the Property and Urban Territorial Tax (Imposto Predial e Territorial Urbano, “IPTU”) collected by the Brazilian Federal District (Distrito Federal - DF), arguing that such tax cannot be collected by a local government over an airport that belongs to the Federal Government. In October 2014, the judge granted a provisional decision suspending the tax collection, and in April 2015, a further ruling found the collection to be unfounded.
In June 2022, the Brazilian Supreme Court (Supremo Tribunal Federal) confirmed the decision of the Federal District Court, excluding ICAB’s responsibility for the payment of IPTU and restricting this tax to areas occupied by third parties who conduct activities unrelated to the airport.
Despite the favorable Supreme Court precedent, the Federal District initiated a new lawsuit demanding payment of R$5.0 million in outstanding IPTU taxes.
In September 2022, the Federal District again filed a lawsuit against ICAB, claiming payment of R$1.2 million in IPTU. ICAB answered both complaints using the same legal arguments raised in prior lawsuits. As of the date of this letter, neither of these claims has been ruled upon by the court of first instance.
There are currently five proceedings regarding IPTU claims, amounting to approximately U.S.$3.3 million.
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Inframerica Concessionaire of São Gonçalo do Amarante Airport S.A. (Inframerica Concessionária do Aeroporto de São Gonçalo do Amarante S.A., “ICASGA”) – ACI do Brasil S.A (“ACI do Brasil”)
ACI do Brasil shall replace ICASGA in all legal proceedings as a result of the absorption of ICASGA by ACI do Brasil.
Administrative Proceedings
On March 5, 2020, ICASGA submitted a request to the ANAC to initiate the re-bidding process for Natal Airport and to transfer the operation of Natal Airport to a new operator following a new bidding process.
On May 19, 2023, ANAC conducted the new bidding process for the airport, which was awarded to Zurich Airports.
On December 28, 2023, ICASGA and ANAC executed an agreement regarding the incorporation of ICASGA by ACI do Brasil, effective as of December 31, 2023, by which ACI do Brasil assumed all rights and obligations of ICASGA.
On December 29, 2023, and January 5, 2024, the Federal Government and Zurich Airport paid ACI do Brasil R$199.7 million and R$323.4 million, respectively.
On February 14, 2024, ACI do Brasil requested from ANAC an economic re-equilibrium of R$2.1 million due to the impact of COVID-19 during the final months of the concession. The amount to be granted will be added to the final settlement of accounts.
The final settlement of accounts was completed, and on June 12, 2025, ANAC determined that R$7.6 million is the outstanding credit to be paid to ACI do Brasil in connection with the return of the assets.
Tax Proceedings
On November 1, 2017, ICASGA initiated a lawsuit before the Municipality of São Gonçalo do Amarante to dispute the legality of the Urban Property Tax (Imposto Predial e Territorial Urbano, “IPTU”) collected by the Municipality.
On January 18, 2018, the judge granted a provisional decision suspending the tax collection, and on August 27, 2019, a further ruling found the collection to be unfounded. The Municipality appealed and obtained a provisional decision allowing the collection of the tax up to approximately R$17.0 million. On December 11, 2019, ICASGA appealed this provisional decision, which was granted on May 27, 2020, resulting in the suspension of the tax collection. The Municipality appealed again before the Supreme Federal Court (Supremo Tribunal Federal, “Supreme Court”), and on June 16, 2020, the appeal was denied.
On November 17, 2020, the State Court issued its final decision and denied the Municipality’s appeal. Therefore, the judgment dismissing the collection of IPTU against ICASGA was confirmed. The Municipality filed a final appeal at the Supreme Court, and on August 1, 2023, an initial decision was granted in favor of the Municipality. The Minister decided to revoke the State Court’s last decision and ordered the State Court to re-examine the lawsuit. ICASGA submitted an appeal before the Supreme Court, requesting that this monocratic decision be reviewed by the other Ministers. The Supreme Court partially changed its decision, maintaining IPTU immunity as a rule, but allowing the Municipality to collect the tax only over areas occupied by third parties conducting activities unrelated to the airport public service.
Following the Supreme Court’s decision, in December 2023, the Municipality adjusted the tax amount demanded from R$80.0 million to R$8.0 million, representing the total IPTU for all concession years. ICASGA filed an administrative appeal, maintaining that the amount is still incorrect and should not be charged to ICASGA.
On April 3, 2024, the Municipality decided to (i) revoke the IPTU tax collection for the period between 2012 and 2014 and (ii) maintain the incidence of IPTU over the entire Airport for the period between 2015 and 2023.
ACI do Brasil (as successor to ICASGA) filed another administrative appeal, based on the Supreme Court decision that allows the Municipality to collect this tax only over airport areas occupied by third parties conducting activities unrelated to the airport public service, which was denied. The Municipality would have to pursue payment in court, in which case ACI do Brasil is prepared to contest it.
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Labor proceedings
Several employees filed labor claims related to their dismissal due to the return of Natal Airport. As of December 31, 2025, ACI do Brasil estimates losses of U.S.$1.1 million, which has been provisioned.
Ecuadorian Proceedings
Tax proceedings
The Ecuatorian Internal Revenue Services (Servicio de Rentas Internas, “SRI”) determined that Terminal Aeroportuaria de Guayaquil S.A. (“TAGSA”) owed approximately U.S.$3.3 million as 2017 income tax. On April 27, 2021, TAGSA submitted a request to the SRI to void its tax claim, which was rejected by SRI. After exhausting all administrative remedies, TAGSA filed a judicial claim for U.S.$4.5 million. On July 13 and September 6, 2022, two hearings took place, and on October 18, 2022, the court ruled in favor of TAGSA. On December 12, 2022, SRI submitted an appeal against this ruling, which was accepted by the National Court of Justice on July 6, 2023. On July 2, 2024, the Court issued a final ruling confirming the previous decision in favor of TAGSA.
On July 31, 2024, SRI filed an extraordinary protection action against the ruling issued by the National Court of Justice. On October 21, 2024, the Admission Chamber of the Constitutional Court of Ecuador rejected this action, leading to the case being archived and returned to the original court. On April 22, 2025, the return of the guarantee associated with the claim was ordered, therefore the case is deemed concluded with no liability assessed against TAGSA.
Italian Proceedings
TA entered into two preliminary sales contracts with NUOVE Iniziative Toscane (NIT) in 2018 committing to purchase land and buildings located in the “Piana di Castello” near the Municipality of Florence. For the first sales contract, the expected price was equal to EUR 75 million, of which EUR 3 million was paid as a deposit at the time of the execution, while for the second, the expected price was EUR 90,000 of which EUR 9,000 was paid at the time of the execution.
On September 10, 2021, NIT filed a claim before the Civil Court of Milan: (i) claiming the fulfillment of the conditions precedent required to obtain the issuance of a constitutive sentence pursuant to art. 2932 of the Italian Civil Code; and (ii) condemning TA to pay the remaining contract price (EUR 72 million for the first contract and EUR 81,000 for the second contract), in addition to the incurred costs and damages.
The Parties submitted their final briefs in December 2023, and on May 1, 2024, the Court issued the ruling where NIT’s claim was rejected and it was condemned to return to TA the sums that had been paid as deposit plus interest, as well as to pay the legal costs of TA.
On May 31, 2024, TA received the reimbursement from NIT of the deposit amounts plus interests, which amounted to EUR 4.7 million. On November 22, 2024, NIT appealed the first instance ruling. On April 9, 2025, the Appeal Court rejected NIT’s appeal, confirmed the ruling of the first instance and condemned NIT to pay TA the proceeding’s costs which amounted to approximately EUR 0.1 million. On May 23, 2025, the parties reached a settlement under which TA renounced its right to claim the EUR 0.1 million (legal costs and related charges) from NIT, and NIT, in turn, waived its right to further appeal the decision before the Cassation Court. As a result, the claim is now considered settled and fully and finally resolved.
Peruvian Proceedings
On July 13, 2017, the Government of Peru notified its unilateral decision to rescind the concession agreement for the Nuevo Aeropuerto International de Chinchero.
On June 21, 2018, Sociedad Aeroportuaria Kuntur Wasi S.A. (“Kuntur Wasi”) submitted a request for arbitration to the International Centre for Settlement of Investment Disputes (Centro Internacional de Arreglo de Diferencias Relativas a Inversiones, “ICSID”). On the same date, Corporación América S.A. also submitted a request for arbitration to ICSID under the Bilateral Investment Treaty (“BIT”) framework. Both proceedings before ICSID were consolidated into a single docket.
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On August 10, 2023, Kuntur Wasi received notification from the ICSID Arbitral Tribunal, which found that the unilateral termination of the Concession Agreement by the Peruvian Ministry of Transport and Communications was arbitrary and unjustified. The Arbitral Tribunal determined the final award for damages and losses, and on February 28, 2024, both parties submitted additional information required by the Tribunal to calculate lost profits based on invested amounts and the recognition of interest.
On May 9, 2024, Kuntur Wasi was notified by ICSID of the final award on quantum, in which the Tribunal ordered the Republic of Peru to pay Kuntur Wasi damages in the amount of U.S.$91.2 million (including interest to February 28, 2024), together with any additional interest accrued to the date of payment.
In December 2025, Kuntur Wasi and the Government of Peru reached a final agreement regarding the compensation to be paid in full satisfaction of the final award issued by the ICSID, in the amount of U.S.$91.2 million. The Company holds an indirect 50% equity interest in Kuntur Wasi. The receipt of this payment, net of any applicable taxes, costs, or expenses, has been reflected in our Audited Consolidated Financial Statements in accordance with applicable accounting standards.
Dividend Distribution Policy
The declaration and payment of future dividends to holders of our common shares will be at the discretion of the annual general meeting and/or our board of directors, in case of interim dividend distributions, and will depend upon many factors, including our financial condition, earnings, distributable profits, legal requirements, restrictions in our debt agreements and other factors deemed relevant by our board of directors. In addition, as a holding company, our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their respective jurisdictions of organization, agreements of our subsidiaries or covenants under any present or future indebtedness that we or they may incur. For further information regarding the restrictions on our ability to declare and pay dividends, see “Item 3. Key Information—Risk Factors— Risks Related to Our Common Shares—Our ability to pay dividends is restricted under Luxembourg law,” and “Item 5. Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”
In addition, under Luxembourg law and the articles of association of the Company, at least 5.0% of our net profits (if any) per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10.0% of our issued share capital. If the legal reserve subsequently falls below 10.0% of our issued share capital, 5.0% of net profits again must be allocated toward the reserve until such reserve returns to 10.0% of our issued share capital. If the legal reserve exceeds 10.0% of our issued share capital, the legal reserve may be reduced. The legal reserve is not available for distribution.
B. SIGNIFICANT CHANGES
There have been no significant changes since the approval date of the financial statements included elsewhere in this annual report. Please see Note 33 of the Consolidated Financial Statements elsewhere in this annual report for details of events after the reporting period.
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ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAILS
Our common shares trade solely on the NYSE under the symbol “CAAP.” Our common shares do not trade in any other market.
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
Our common shares began trading on the NYSE under the symbol “CAAP,” in connection with our initial public offering, on February 1, 2018.
D. SELLING SHAREHOLDERS
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF THE ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. MEMORANDUM AND ARTICLES OF ASSOCIATION
The following is a summary of some of the terms of our common shares, based on our articles of association. The following summary is not complete and is subject to, and is qualified in its entirety by reference to, the provisions of our articles of association, and applicable Luxembourg law, including Luxembourg corporate law.
On May 22, 2019, the extraordinary general meeting of the shareholders of the Company, approved amendments to our articles of association to amend the following: (i) the convening procedure for general meetings; (ii) the signature power to sign extracts or copies of minutes of general meetings; (iii) the convening procedure for meetings of the board of directors; (iv) the signature power to sign extracts or copies of minutes of meetings of the board of directors; (v) the period during which certain documents shall remain available at the registered office of the Company prior to general shareholders’ meetings; (vi) adjust a clerical inaccuracy and add a definition of “General Meeting.”
On October 23, 2020, we approved an amendment to the articles to reflect a share capital increase of U.S.$3,200,445 through the use of the authorized share capital and the issuance of 3,200,445 shares having a nominal value of U.S.$1.00 each, as approved by the compensation committee of the Company.
On May 23, 2023, the extraordinary general meeting of the shareholders of the Company approved amendments to our articles of association to implement the following: (i) renewal of the authorized share capital of the Company; (ii) amendment of the number of members of the executive committee (comité de direction) of the Company; (iii) amendment to the signatory powers in respect of the daily management (gestion journalière) of the Company; and (iv) amendment of the term “chairman” to “chairperson.”
On June 18, 2025, the articles were amended to reflect a share capital increase of U.S.$1,996,439 through the use of the authorized share capital and the issuance of 1,996,439 shares having a nominal value of U.S.$1.00 each, as approved by the Executive Committee of the Company on May 28, 2025, and duly documented under local law.
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For a copy of our articles of association, as amended and currently in force, see Exhibit No. 1.1 to this annual report on Form 20-F.
General
We are a public limited liability company (société anonyme) incorporated under, and governed by, the laws of the Grand Duchy of Luxembourg. We are registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg –”RCS”) under the number B174140. We were incorporated on December 14, 2012, under the name A.C.I. Airports International S.à r.l. The name changed to Corporación América Airports S.A. on September 14, 2017, upon conversion from a private limited liability company (société à responsabilité limitée) to a public limited liability company (société anonyme). Our registered office is currently located at 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg.
Our agent for service of process in the United States is Puglisi & Associates, located at 850 Library Avenue, Suite 204, Newark, Delaware 19711. Since our incorporation, other than a capital increase by the conversion of reserves and the recent capital increase in connection with the Management Compensation Plan (see “Item 6. Compensation — Management Compensation Plan”), there have been no material changes to our share capital. We have not undergone any bankruptcy, receivership or similar proceedings.
Common Shares
Common shares are issued in registered form only and no certificates will be issued. The Company is entitled to treat the registered holder of any share as the absolute owner thereof and is not bound to recognize any equitable claim or other claim or interest in such share on the part of any other person.
Issuance of Common Shares
Our shareholders have renewed the initial authorization granted to the board of directors to issue common shares up to the maximum amount of the authorized unissued share capital of the Company for a period of five years from the date of the deed renewing such authorization (regardless of the date of its publication in the RESA), which period may be subsequently and indefinitely renewed, to such persons, and on such terms and for such consideration as the board of directors may determine.
Our authorized share capital consists of 225,000,000 common shares with a nominal value of U.S.$1.00 per share, out of which 59,780,854 common shares with a nominal value of U.S.$1.00 are left. We have 165,219,146 common shares issued and outstanding, of which 2,040,816 are held as treasury shares. All of our issued and outstanding common shares are fully paid and the board of directors cannot call on or compel our shareholders to contribute additional amounts to the Company.
Pre-emptive Rights
In the event of any capital increase whether in cash or in kind, the holders of our common shares shall have pre-emptive rights to subscribe for additional common shares proportionally to their existing equity in our share capital, except as noted below. The exercise period for such pre-emptive rights is determined by the board of directors, but must be at least 14 days from the date of the publication of the offering in the RESA and a journal published in Luxembourg. If holders of common shares do not elect to exercise their pre-emptive rights, the other holders of pre-emptive rights shall benefit from secondary pre-emptive subscription rights for unsubscribed shares; provided, however, that the general meeting (or the board of directors, as authorized by the general meeting) may limit or withdraw such pre-emptive subscription rights in accordance with applicable law and our articles of association. The board of directors is also authorized for a period of five years commencing on May 23, 2023, to cancel or limit the pre-emptive rights of the shareholders in accordance with our articles of association and in connection with the issuance of shares (i) for payment in cash or in kind, or (ii) in connection with a conversion of profits and reserves (including share premium).
Meetings of Shareholders
The board of directors shall convene at least one general shareholders meeting each calendar year (the “annual general meeting”) for the purpose of, among other things, approving the annual accounts, deciding on the allocation of the annual profit, if any, and, as the case may be, electing or renewing the mandates of directors. Under Luxembourg law, the annual general meeting must be held within six months of the end of the fiscal year. A general meeting can be adjourned at the request of one or more shareholders representing at least one tenth of the issued share capital.
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The board of directors may convene any general meeting whenever in its judgment such a meeting is necessary. The board of directors must convene a general meeting within a period of one month upon notice, which notice must set forth certain information specified in the articles of association, to the Company from shareholders holding at least the 10.0% threshold on the date of such notice. In addition, one or more shareholders who together hold at least 10.0% of the issued share capital on the date of the notice to the Company, which notice must set forth certain information specified in the articles of association, may require that the Company include on the agenda of such general meeting one or more additional items. At least eight days’ notice to shareholders is required for a general meeting. No business may be transacted at a general meeting, other than business that is properly brought before the general meeting in accordance with our articles of association.
Voting Rights
Holders of our common shares are entitled to one vote per share on all matters submitted to a vote of holders of common shares. Luxembourg Law does not provide for cumulative voting in the election of directors. Voting of shareholders at a general meeting may be in person, by proxy or by voting bulletin. Our articles of association specify how the Company shall determine the shareholders of record entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof.
Amendments of the Articles of Association
Except where our articles of association authorize the board of directors to approve an increase in share capital, approve a redemption and subsequent cancellation of shares and change the address of its registered office and subsequently record such change, if needed in the presence of a Luxembourg notary, our articles of association require a special resolution approved at an extraordinary general shareholders meeting to amend the articles of association. The agenda of the extraordinary general shareholders meeting must indicate the proposed amendments to the articles of association. Any resolutions to amend the articles of association must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law. Resolutions to amend the articles of association may only be passed in a general meeting where at least one half of the share capital is represented, and the agenda indicates the proposed amendments to the articles of association, and the text of those which pertain to the purpose or the form of the Company. If the required quorum is not obtained, a second general meeting may be convened by an announcement filed with the RCS and published in the RESA and in a Luxembourg newspaper at least 15 days before the relevant meeting which shall deliberate validly regardless of the proportion of the capital represented. The applicable majority for both meetings shall be 66.67% of all votes validly cast.
Variation of Share Rights
Under Luxembourg law, where a resolution of an extraordinary general shareholders meeting will change the rights of our common shares or any other outstanding class of shares, the resolution must, in order to be valid, fulfill the quorum and voting requirements for an extraordinary general meeting with respect to each such class.
Permitted Transfers of Common Shares
The common shares are freely transferable subject to compliance with transfer formalities under applicable law.
Dividend Rights
Under Luxembourg law, dividends may only be declared from the freely available distributable reserves of the Company. Interim dividends may be declared by the board of directors, subject to certain mandatory legal requirements as detailed in the articles of association. The general shareholders meeting would in the normal course be asked to declare as final the interim dividends paid during the year. The shareholders may declare dividends at a general meeting.
Dividends may be paid in U.S. dollars, Euro or any other currency chosen by the board of directors and dividends may be paid at such places and times as may be determined by the board of directors within the limits of any decision made at the general shareholders meeting. Dividends may also be paid in kind in assets of any nature, and the valuation of those assets shall be established by the board of directors according to valuation methods determined in its discretion.
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Distributions on winding up of the Company
The Company may be dissolved, at any time, by a resolution of the general meeting adopted in the manner required for amendment of the articles of association. In the event of dissolution of the Company, the liquidation shall be carried out by one or more liquidators (who may be physical persons or legal entities) appointed by the general meeting which authorized such liquidation. The general meeting shall also determine the powers and the remuneration of the liquidator(s). Under the liquidation of the Company, the surplus assets of the Company available for distribution among shareholders shall be distributed in accordance with the rules on distributions set forth in our articles of association, by way of advance payments or after payment (or provisions, as the case may be) of the Company’s liabilities.
Registration Rights and Indemnification Agreements
We have entered into a registration rights and indemnification agreement with the Majority Shareholder. This agreement provides to the Majority Shareholder up to five “demand” registrations for the sale of our common shares. Additionally, the agreement provides the Majority Shareholder and its affiliate transferees customary “piggyback” registration rights. The registration rights and indemnification agreement also provide that we will pay certain expenses relating to such registrations and indemnify such holders of registrable securities against certain liabilities which may arise under the Securities Act.
We have also entered into a transaction agreement with ICD. This agreement provides ICD with piggy-back registration rights until the 18-month anniversary of the closing date of the transaction (May 28, 2025). Under this agreement, if we or the Majority Shareholder propose to file a registration statement for an offering of our common shares (other than in connection with a merger or acquisition), we are required to give ICD at least 15 days’ written notice and offer ICD the opportunity to register for sale a number of common shares up to a maximum of 25% of the total consideration expected to be received under the proposed offering.
Board of Directors
Our articles of association provide that our business is to be managed and conducted by or under the direction of our board of directors. In managing the business of the Company, the board of directors is vested with the broadest powers to perform or cause to be performed any actions necessary or useful in connection with the purpose of the Company. All powers not expressly reserved by the Luxembourg law or by the articles of association to the general shareholders meeting shall fall within the authority of the board of directors.
Our board of directors shall be composed of up to nine directors, appointed by the general shareholders meeting. The members of the board of directors shall be elected for a term not exceeding six years, and shall be eligible to stand for re-election. A director may be removed with or without cause and/or replaced, at any time, by a resolution adopted at the general shareholders meeting. The general shareholders meeting shall also determine the number of directors, the remuneration and their term of office. In the event of any director vacancy, the remaining directors may elect at a meeting of the board of directors, by majority vote, to fill such vacancy or vacancies, as the case may be, until the following general shareholders meeting.
Executive Committee
The management of the Company is delegated to an executive committee designated from time to time by the board of directors. The executive committee has the broadest powers possible under Luxembourg law and remains under the supervision and control of the board of directors.
Mergers and de-mergers
A merger by absorption whereby a Luxembourg company, after its dissolution without liquidation, transfers to the absorbing company all of its assets and liabilities in exchange for the issuance to the shareholders of the company being acquired of shares in the acquiring company, or a merger effected by transfer of assets to a newly incorporated company, must, in principle, subject to certain exceptions, be approved by a special resolution of shareholders of the Luxembourg company to be held before a notary. Similarly, a de-merger of a Luxembourg company is, in principle, subject to certain exceptions subject to the approval by a special resolution of shareholders.
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Shareholder Suits and Information Rights
Class actions and derivative actions are generally not available to shareholders under Luxembourg law. Minority shareholders holding securities entitled to vote at the general meeting that resolved on the granting of discharge to the directors and holding at least 10.0% of the voting rights of the Company may bring an action against the directors on behalf of the Company.
Minority shareholders holding at least 10.0% of the voting rights of the Company may also ask the directors questions in writing concerning acts of management of the Company or one of its subsidiaries, and if the Company fails to answer these questions within one month, these shareholders may apply to the Luxembourg courts to appoint one or more experts instructed to submit a report on these acts of management. Furthermore, consideration would be given by a Luxembourg court in summary proceedings to acts that are alleged to constitute an abuse of majority rights against the minority shareholders.
Indemnification of Directors and Officers
We have amended our articles of association to provide that we will, to the extent permitted by law, indemnify our directors and officers against liability and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings, if such person acted in good faith and in a manner the person reasonably believed to be in, and not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The indemnification will extend, among other things, to legal fees, costs and amounts paid in the context of a settlement. We have entered into separate indemnification agreements with our directors and executive officers. Except for proceedings to enforce rights to indemnification or advancement of expenses, we shall not be obligated to indemnify any such officer or director in connection with a proceeding initiated by such person when such proceeding (or part thereof) was consented to by the board of directors.
Our articles of association provide that we may purchase and maintain insurance or furnish similar protection or make other arrangements, including, but not limited to, providing a trust fund, letter of credit or surety bond on behalf of our directors or officers against any liability asserted against them in their capacity as a director or officer.
Access to Books and Records and Dissemination of Information
The register of shareholders of the Company is open to inspection, at our registered office, by shareholders. Each year, the shareholders have the right to inspect, at the Company’s registered office, for at least eight calendar days prior to the annual general meeting, among other things, (i) the annual accounts, as well as the list of directors and of the statutory auditors, (ii) the report of the statutory auditors and (iii) in case of amendments to our articles of association, the text of the proposed amendments and the draft of the resulting consolidated articles of association. Each shareholder is entitled to obtain these free of charge, upon request. Under Luxembourg law, it is generally accepted that a shareholder has the right to receive responses to questions concerning items on the agenda for a general meeting of shareholders, if such responses are necessary or useful for a shareholder to make an informed decision concerning such agenda item, unless a response to such questions could be detrimental to our interests.
Registrar and Transfer Agent
We have appointed Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) as our U.S. registrar and transfer agent, and all common shares and shareholders are transferred from the register held at our registered office to the register held by our U.S. registrar and transfer agent.
Repurchase of Common Shares
Pursuant to our articles of association, our board of directors may redeem our own common shares in accordance with Luxembourg law on such terms and in such manner as may be authorized by the general meeting of shareholders in an ordinary resolution, subject to the rules of any stock exchange on which our common shares are traded.
Reduction of Share Capital
The share capital of the Company may be reduced by a resolution adopted by the general meeting of shareholders in the manner required for the amendment of the articles of association.
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Non-Distributable Reserve
Our articles of association provide for the creation of a non-distributable reserve. We recorded this non-distributable reserve in the amount of U.S.$1,354.1 million. The non-distributable reserve may be reduced by a resolution adopted by the general meeting of shareholders.
Annual Accounts
The board of directors shall draw up the annual accounts of the Company that shall be submitted to the approval of the shareholders at the annual general meeting. Except in some cases provided for by Luxembourg Law, our board of directors must also annually prepare management reports on the annual accounts and consolidated accounts. The annual accounts and consolidated accounts are audited by an approved statutory auditor (réviseur d’entreprises agréé).
The annual accounts and the consolidated accounts, after approval by the annual general meeting of shareholders, will be filed with the RCS.
C. MATERIAL CONTRACTS
We have not entered into any material contracts during the preceding two years which were outside the ordinary course of business.
D. EXCHANGE CONTROLS
None.
E. TAXATION
The following is a summary of the material Luxembourg, U.S. and Argentine federal income tax consequences of the ownership and disposition of our common shares by persons addressed herein.
Potential investors in our common shares should consult their own tax advisors concerning the specific Luxembourg and U.S. federal, state and local tax consequences of the ownership and disposition of our common shares in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.
Luxembourg Tax Considerations
Introduction
The following information is of a general nature only and is based on the law currently in force in Luxembourg, though it is not intended to be, nor should it be construed to be, legal or tax advice. It does not purport to be a complete analysis of all possible tax situations that may be relevant to a decision to purchase, own or deposit our common shares.
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Prospective purchasers of our common shares (“Shareholders”) should consult their own tax advisers as to the applicable tax consequences of the ownership of our common shares, based on their particular circumstances. Please be aware that the residence concept used under the respective headings below applies for Luxembourg income tax assessment purposes only. Any reference in this section to a tax, duty, levy impost or other charge or withholding of a similar nature refers to Luxembourg tax laws and/or concepts only. Also, please note that a reference to Luxembourg income tax encompasses corporate income tax (impôt sur le revenu des collectivités), municipal business tax (impôt commercial communal), a solidarity surcharge (contribution au fonds pour l’emploi) and personal income tax (impôt sur le revenu des personnes physiques) generally. Corporate taxpayers may further be subject to net wealth tax (impôt sur la fortune), as well as other duties, levies or taxes. Corporate income tax, municipal business tax, net wealth tax as well as the solidarity surcharge invariably applies to most corporate taxpayers’ resident of Luxembourg for tax purposes. Corporate taxpayers may further be subject to a top-up tax arising under any legislation implementing the OECD’s Tax Challenges Arising from Digitalization of the Economy – Global Anti-Base Erosion Model Rules (the “OECD Pillar Two Model Rules”), Council Directive (EU) 2022/2523 of December 14, 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the Union (the “Pillar Two Directive”), the Luxembourg law of December 22, 2023 implementing the Pillar Two Directive (the “Pillar Two Law”) or similar rules. Individual taxpayers are generally subject to personal income tax and the solidarity surcharge. Under certain circumstances, where an individual taxpayer acts in the course of the management of a professional or business undertaking, municipal business tax may apply as well.
Taxation of the Company
A fixed registration duty of €75 will be due at the moment of the incorporation of the Company, in case of amendment to the articles of association, or upon transfer to Luxembourg of the registered office or the central administration of a civil or commercial company.
From a Luxembourg tax perspective, Luxembourg companies are considered as being resident in Luxembourg provided that they have either their registered office or their central administration in Luxembourg. The Company (a fully taxable company) will be considered as a resident of Luxembourg both for the purposes of Luxembourg domestic tax law and for the purposes of the double taxation treaties entered into by Luxembourg, and should therefore be able to obtain a residence certificate from the Luxembourg tax authorities.
The Company is liable to Luxembourg corporation taxes. The standard applicable rate of Luxembourg corporation taxes (which include corporate income tax, municipal business tax and the solidarity surcharge) is 23.87% in 2025 for a company established in the City of Luxembourg.
Liability to such corporation taxes extends to the Company’s worldwide income (including capital gains), subject to the provisions of any relevant double taxation treaty. The taxable income of the Company is computed by application of all rules of the Luxembourg income tax law of December 4, 1967, as amended (loi concernant l’impôt sur le revenu), as commented and currently applied by the Luxembourg tax authorities (LIR). Under the LIR, all income of the Company will be taxable in the fiscal period to which it economically relates, and all deductible expenses of the Company will be tax deductible in the fiscal period to which they economically relate. Under certain conditions, dividends received by the Company from qualifying participations and capital gains realized by the Company on the sale of such participations, may be exempt from Luxembourg corporation taxes under the Luxembourg participation exemption regime.
The Company is as a rule subject to Luxembourg net wealth tax (“NWT”) on its net assets as determined for NWT. NWT is levied at the rate of 0.5% on net assets not exceeding €500 million and at the rate of 0.05% on the portion of the net assets exceeding €500 million. Net worth is referred to as the unitary value (valeur unitaire), as determined at January 1 of each year. The unitary value is in principle calculated as the difference between (i) assets estimated at their fair market value (valeur estimée de réalisation), and (ii) liabilities vis-à-vis third parties.
Under the participation exemption regime, a qualified shareholding held by the Company in a Qualified Subsidiary is exempt for NWT. A “Qualified Subsidiary” means ordinary shares representing a direct participation of at least 10% in the share capital of the company or a direct participation in the company of an acquisition price of at least €1.2 million (or an equivalent amount in another currency).
Notwithstanding the above, a minimum net wealth tax is levied on corporate entities having their statutory seat or central administration in Luxembourg. From 2025 onwards, the MNWT is determined solely on the basis of the company’s total balance sheet and amounts to €4,815 for a company having a total balance sheet exceeding €2 million.
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Taxation of the Shareholders
Luxembourg tax residency of the holders of our common shares
A holder of our common shares will not become resident, nor be deemed to be resident, in Luxembourg by reason only of the holding and/or disposing of our common shares or the execution, performance or enforcement of his/her rights thereunder.
Withholding tax
Dividends paid by the Company to the Shareholders are as a rule subject to a 15% Luxembourg withholding tax of the gross dividend (17.65% of the net dividend if the Company bears the cost of the withholding tax, which is not mandatory under Luxembourg tax laws), unless a reduced withholding tax rate applies pursuant to an applicable double tax treaty or an exemption pursuant to the application of the participation exemption, and, to the extent withholding tax applies, the Company is responsible for withholding amounts corresponding to such taxation.
There is a double tax treaty between Luxembourg and the United States under which the Luxembourg withholding tax may be reduced to 5% if the beneficial owner of the dividend is a U.S. corporation that holds directly at least 10% of the voting stock of the Company (or to 0% if the beneficial owner holds at least 25% of the voting stock and certain other requirements are met). In addition, under Luxembourg domestic law, a dividend paid to a U.S. corporation may qualify for an exemption from Luxembourg withholding tax if it has held either (i) at least 10% of the stock of the Company or (ii) stock of the Company having an acquisition value of at least €1,200,000, for at least 12 months at the time of distribution. U.S. Holders (as defined below) should consult their own tax advisors regarding the availability to them of an exemption from Luxembourg withholding taxes.
Where the recipient of the dividend is not a U.S. corporation but is located elsewhere, a withholding tax exemption may apply under the participation exemption if cumulatively (i) the Shareholder is an eligible parent (“Eligible Parent”) and (ii) at the time the income is made available, the holder of our shares has held or commits itself to hold for an uninterrupted period of at least 12 months a direct participation of at least 10% of our share capital or a direct participation having an acquisition price of at least €1.2 million (or an equivalent amount in another currency). Holding participation through an entity treated as tax transparent from a Luxembourg income tax perspective is deemed to be a direct participation in proportion to the net assets held in this entity.
An Eligible Parent includes (a) a collective entity resident in a European Union (EU) Members State covered by Article 2 of Directive 2011/96/EU of November 30, 2011 on the common system of taxation applicable in the case of parent companies and subsidiaries of different EU Member States, as amended (the “EU Parent-Subsidiary Directive”) and which are not excluded to benefit from the EU Parent-Subsidiary Directive under its mandatory anti-abuse rule (“GAAR”) provided for by Council Directive 2015/121/EU, as implemented in Luxembourg, or a Luxembourg permanent establishment thereof, (b) a collective entity resident in a State having a double tax treaty with Luxembourg and subject to a tax corresponding to Luxembourg corporate income tax or a Luxembourg permanent establishment of such entity, (c) a joint-stock company or a cooperative company resident in the European Economic Area (EEA) other than an EU Member State and liable to a tax corresponding to Luxembourg corporate income tax or a Luxembourg permanent establishment of such company or (d) a Swiss joint-stock company which is effectively subject to corporate income tax in Switzerland without benefiting from an exemption or (e) a fully taxable Luxembourg resident collective entity or (f) the Luxembourg State, a Luxembourg municipality, an association of a Luxembourg municipality or an operation of Luxembourg public-law entity, (g) a permanent establishment of an entity referred to at letters (a), (e) or (f) above. No withholding tax is levied on capital gains and liquidation proceeds.
Taxation of Dividend Income
Shareholders who are either Luxembourg resident individuals or Luxembourg fully taxable resident companies (or foreign shareholders having a permanent establishment in Luxembourg through which such shares are held), will in principle be subject to tax at the ordinary rates on the dividends received from the Company. However, under Luxembourg tax laws currently in force, 50% of the amount of such dividend may be tax exempt at the level of these Shareholders.
The Luxembourg withholding tax levied at source on the dividends paid may, under certain conditions, be credited against the Luxembourg income tax due on these dividends.
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Furthermore, certain corporate Shareholders may benefit from an exemption of Luxembourg corporation taxes on dividend income under the following conditions:
| ● | the Shareholder receiving the dividends is either (i) a fully taxable Luxembourg resident collective entity, (ii) a Luxembourg permanent establishment of an EU resident collective entity falling within the scope of article 2 of the EU Parent-Subsidiary Directive, (iii) a Luxembourg permanent establishment of a joint-stock company that is resident in a State with which Luxembourg has concluded a double tax treaty, or (iv) a Luxembourg permanent establishment of a joint-stock company or of a cooperative company which is a resident of a EEA Member State (other than a EU Member State); and |
| ● | on the date on which the income is made available, the Shareholder holds or commits to hold directly (or even indirectly through certain entities) for an uninterrupted period of at least twelve months, a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least €1.2 million). |
The Shareholder which is a Luxembourg resident entity governed by the law of 17 December 2010 on undertakings for collective investment, as amended, by the law of 13 February 2007 on specialized investment funds, as amended, by the law of 11 May 2007 on the family estate management company, as amended, or by the law of 23 July 2016 on reserved alternative investment funds and which does not fall under the special tax regime set out in article 48 thereof, is not subject to any Luxembourg corporation taxes in respect of dividends received from the Company. No tax credit is then available for Luxembourg withholding tax on dividends received from the Company.
Non-resident shareholders (not having a permanent establishment in Luxembourg through which the shares are held) will in principle not be subject to Luxembourg income tax on the dividends received from the Company (except for the withholding tax mentioned above, if applicable).
Taxation of Capital Gains
Under current Luxembourg tax laws, capital gains realized by a Luxembourg resident individual Shareholder (acting in the course of the management of his/her private wealth) upon the disposal of his/her shares are not subject to Luxembourg income tax, provided this disposal takes place more than six months after the shares were acquired and he/she does not hold a substantial participation. The participation is considered as substantial (a “Substantial Participation”) if the Shareholder (i) holds or has held (either solely or together with his/her spouse or partner and minor children) directly or indirectly more than 10% of the share capital of the Company at any time during a period of five years before the realization of the capital gain or (ii) acquired his/her shares for free during the five years preceding the disposal of his/her shares and the previous holder of the shares or, in the case of subsequent gratuitous transfers, one of the previous holders has held (either solely or together with his/her spouse or partner and minor children) directly or indirectly more than 10% of the share capital of the Company at any time during a period of five years before the realization of the capital gain.
Capital gains realized upon the disposal of shares by a Luxembourg resident corporate Shareholder (fully subject to Luxembourg corporation taxes) are in principle fully taxable. However, an exemption from Luxembourg corporation taxes applies under the following conditions:
| ● | the Shareholder realizing the capital gains is either (i) a fully taxable Luxembourg resident collective entity, (ii) a Luxembourg permanent establishment of an EU resident collective entity falling within the scope of article 2 of the EU Parent-Subsidiary Directive, (iii) a Luxembourg permanent establishment of a joint-stock company that is resident in a State with which Luxembourg has concluded a double tax treaty, or (iv) a Luxembourg permanent establishment of a joint-stock company or of a cooperative company which is a resident of a EEA Member State (other than a EU Member State); and |
| ● | on the date on which the disposal takes place, the Shareholder has held for an uninterrupted period of at least twelve months, a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least €6 million). |
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The Shareholder which is a Luxembourg resident entity governed by the law of 17 December 2010 on undertakings for collective investment, as amended, by the law of 13 February 2007 on specialized investment funds, as amended, by the law of 11 May 2007 on the family estate management company, as amended, or by the law of 23 July 2016 on reserved alternative investment funds and which does not fall under the special tax regime set out in article 48 thereof, is not subject to any Luxembourg corporation taxes in respect of capital gains realized upon disposal of its shares.
Under Luxembourg tax laws currently in force (subject to the provisions of double taxation treaties), capital gains realized by a Luxembourg non-resident Shareholder (not acting via a permanent establishment or a permanent representative in Luxembourg through which/whom the shares are held) are not taxable in Luxembourg unless (a) the Shareholder holds a Substantial Participation in the Company and the disposal of the shares takes place less than six months after the shares were acquired or (b) the Shareholder has been a former Luxembourg resident for more than fifteen years and has become a non-resident, at the time of transfer, less than five years ago.
Net Wealth Taxation
A corporate Shareholder, whether it is resident of Luxembourg for tax purposes or, if not, it maintains a permanent establishment or a permanent representative in Luxembourg through which/whom such shares are held, is subject (but an exemption may apply under the conditions stated below) to Luxembourg wealth tax on such shares, except if the Shareholder is governed by the law of 11 May 2007 on the family estate management company, as amended, by the law of 17 December 2010 on undertakings for collective investment, as amended, by the law of 13 February 2007 on specialized investment funds, as amended, by the law of 23 July 2016 on reserved alternative investment funds, or is a securitization company governed by the law of 22 March 2004 on securitization, as amended, or is a capital company governed by the law of 15 June 2004 on venture capital vehicles, as amended.
The Shareholder which is (i) a Luxembourg resident fully taxable collective entity, (ii) a Luxembourg permanent establishment of an EU resident collective entity falling within the scope of article 2 of the EU Parent-Subsidiary Directive, (iii) a domestic permanent establishment of a joint-stock company that is resident in a State with which Luxembourg has concluded a double tax treaty, or (iv) a domestic permanent establishment of a joint-stock company or of a cooperative company which is a resident of a EEA Member State (other than a EU Member State), may be exempt from Luxembourg net wealth tax on its shares if it holds a participation of at least 10% in the share capital of the Company (or with an acquisition price of at least €1.2 million).
An individual Shareholder, whether he/she is resident of Luxembourg or not, is not subject to Luxembourg wealth tax on his/her shares.
Top-up Tax
In December 2021, the OECD published final Pillar Two Model Rules for a global minimum tax (the “GloBE rules”). The GloBE rules aim to ensure that large multi-national enterprise groups pay a minimum tax of 15% on the income arising in each of the jurisdictions where they operate. Most rules apply to tax years starting on or after December 31, 2023. As a result, the Company may be subject to a top-up tax.
Other Taxes
Under current Luxembourg tax laws, no registration tax or similar tax is in principle payable by the Shareholder upon the acquisition, holding or disposal of the shares. Registration duties may be due in the case where the shares are physically attached to a public deed or to any other document subject to mandatory registration, as well as in the case of a registration of the shares on a voluntary basis.
When the Shareholder is a Luxembourg resident for inheritance tax assessment purposes at the time of his/her death, the shares are included in his/her taxable estate for Luxembourg inheritance tax assessment purposes.
Luxembourg gift tax may be due on a gift or donation of the shares if embodied in a notarial deed executed before a Luxembourg notary or recorded in Luxembourg.
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Material U.S. Federal Income Tax Considerations
The following is a summary of the material U.S. federal income tax consequences to U.S. Holders (as defined below) of the ownership and disposition of our common shares. This summary assumes that the common shares are held as capital assets (generally, property held for investment), within the meaning of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), in the hands of a U.S. Holder at all relevant times. This summary is based upon U.S. federal income tax laws (including the Code, final, temporary and proposed Treasury regulations, rulings, judicial decisions and administrative pronouncements), all as of the date of this annual report and such authorities may be repealed, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below.
The discussion does not cover all aspects of U.S. federal income taxation that may be relevant to the acquisition, ownership or disposition of our common shares by particular investors (including consequences under the alternative minimum tax or net investment income tax), and does not address state, local, non-U.S. or other tax laws.
This summary also does not address all of the U.S. tax considerations that may apply to holders that are subject to special tax rules, such as U.S. expatriates, insurance companies, individual retirement accounts and other tax-deferred accounts, tax-exempt organizations, certain financial institutions, dealers and certain traders in securities, persons holding common shares as part of a straddle, hedging, conversion or other integrated transaction, persons who acquired their common shares pursuant to the exercise of employee shares options or otherwise as compensation, entities or arrangements classified as partnerships for U.S. federal income tax purposes, persons whose functional currency is not the U.S. dollar, persons that own or have owned directly, indirectly, or constructively, shares of the Company representing 10% or more of the voting power or value of the Company, or persons whose shares of the Company are held in connection with a trade or business carried on outside of the United States. Such holders may be subject to U.S. federal income tax consequences different from those set forth below.
If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds common shares, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. An entity or arrangement treated as a partnership for U.S. federal income tax purposes, or partner in a partnership, is urged to consult its own tax advisor regarding the specific tax consequences of owning and disposing of the common shares.
As used herein, the term U.S. Holder means a beneficial owner of one or more of our common shares, that is for U.S. federal income tax purposes, one of the following:
| ● | an individual citizen or resident (as defined in Section 7701(b) of the Code) of the United States; |
| ● | a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or organized in or under the laws of the United States or any state or political subdivision thereof (including the District of Columbia); |
| ● | an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| ● | a trust if (1) a court within the United States can exercise primary supervision over it, and one or more United States persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person. |
Except as otherwise noted, this summary assumes that the Company is not a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes, which the Company believes to be the case. The Company’s possible status as a PFIC must be determined annually and therefore may be subject to change. If the Company were to be a PFIC in any year, materially adverse consequences could result for U.S. Holders.
Potential investors in our common shares should consult their own tax advisors concerning the specific U.S. federal, state and local tax consequences of the ownership and disposition of our common shares in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.
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Taxation of distributions
Distributions received by a U.S. Holder on common shares, including the amount of any Luxembourg taxes withheld, generally will be subject to U.S. taxation as foreign source dividend income to the extent paid out of the Company’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). Distributions in excess of current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Holder’s basis in the common shares and thereafter as capital gain. Because the Company does not maintain calculations of its earnings and profits under U.S. federal income tax principles, it is expected that such distributions (including any Luxembourg taxes withheld) will be reported to U.S. Holders as dividends. U.S. Holders should consult their own tax advisers with respect to the appropriate U.S. federal income tax treatment of any distribution received from the Company. Corporate U.S. Holders will not be entitled to claim the dividends received deduction with respect to dividends paid by the Company. A non-corporate recipient of dividend income will generally be subject to tax on dividend income from a “qualified foreign corporation” at a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income provided that the holding period requirement is met. A non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation if the shares of the non-U.S. corporation are readily tradable on an established securities market in the United States. The common shares of the Company are listed on the NYSE and should qualify as readily tradable on an established securities market in the United States so long as they are so listed. Therefore, subject to the discussion of the PFIC rules below, the Company believes that it will be a qualified foreign corporation for purposes of the reduced tax rate, although no assurance can be given that it will continue to be treated as a qualified foreign corporation in the future. Non-corporate U.S. Holders should consult their own tax advisors to determine whether they are subject to any special rules that limit their ability to be taxed at this favorable rate.
Any dividends the Company pays to U.S. Holders generally will constitute non-U.S. source “passive category” income for U.S. foreign tax credit limitation purposes. Subject to certain generally applicable limitations (including a minimum holding period requirement), any Luxembourg tax withheld with respect to distributions made on our common shares may be treated as foreign taxes eligible for credit against a U.S. Holder’s U.S. federal income tax liability. These generally applicable restrictions and conditions include new requirements adopted in Treasury regulations promulgated in December 2021, and subject to the discussion below, there can be no assurance that any taxes imposed by Luxembourg will satisfy these requirements. A subsequent notice from the Internal Revenue Service (“IRS”) provides temporary relief from such Treasury regulations by allowing taxpayers to apply a modified version of the Treasury regulations for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance), provided that the taxpayer consistently applies such modified version of the Treasury regulations and complies with specific requirements set forth in a previous notice. In the case of a U.S. Holder that either (i) is eligible for, and properly elects, the benefits of the tax treaty between Luxembourg and the United States or (ii) consistently elects to apply the modified version of the Treasury regulations in the manner described in the preceding sentence, the Luxembourg tax on dividends generally will qualify as a creditable tax. In the case of all other U.S. Holders, the application of these requirements to the Luxembourg tax on dividends is uncertain and we have not determined whether these requirements have been met. If the Luxembourg tax is not a creditable tax for a U.S. Holder or the U.S. Holder does not elect to claim a foreign tax credit for any otherwise creditable foreign income taxes, the U.S. Holder may be able to deduct the Luxembourg tax in computing the U.S. Holder’s taxable income for U.S. federal income tax purposes, subject to applicable limitations and requirements. The rules governing the foreign tax credit are complex and involve the application of rules that depend upon a U.S. Holder’s particular circumstances. Accordingly, a U.S. Holder is urged to consult its tax advisor regarding the availability of the foreign tax credit under its particular circumstances.
Taxation upon sale or other disposition of common shares
A U.S. Holder generally will recognize U.S. source capital gain or loss on the sale or other disposition of common shares, which will be long-term capital gain or loss if the U.S. Holder has held such common shares for more than one year. The amount of the U.S. Holder’s gain or loss will be equal to the difference between such U.S. Holder’s tax basis in the common shares sold or otherwise disposed of and the amount realized on the sale or other disposition. Net long-term capital gains of non-corporate U.S. Holders, including individuals, are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss that a U.S. Holder recognizes generally will be treated as gain or loss from sources within the United States for U.S. foreign tax credit limitation purposes.
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Passive foreign investment company rules
The Company believes that it was not a PFIC for its 2025 taxable year and does not expect to be a PFIC for its 2026 taxable year or in the foreseeable future. A non-U.S. corporation will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to applicable “look-through rules,” either (i) at least 75% of its gross income is “passive income” or (ii) at least 50% of the average value of its assets is attributable to assets which produce passive income or are held for the production of passive income. Although rental income generally is passive income, certain exceptions apply to allow a lessor to treat its rental income as non-passive. One exception provides that rental income earned by a lessor from leasing real property with respect to which the lessor, through its own officers or staff of employees, regularly performs active and substantial management and operational functions while the property is leased will be non-passive income. The Company believes that the rental income that it takes into account for purposes of the PFIC tests described above currently qualifies for this exception. However, because PFIC status depends upon the composition of the Company’s income and assets and the market value of its assets (including, among others, less than 25% owned equity investments) from time to time, there can be no assurance that the Company will not be considered a PFIC for any taxable year.
If we are a PFIC for any taxable year during which a U.S. Holder holds our common shares and any of our non-U.S. subsidiaries is also a PFIC, the U.S. Holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules.
If the Company were a PFIC for any taxable year during which a U.S. Holder held common shares, unless the U.S. Holder makes a mark-to-market election as discussed below, gain recognized by a U.S. Holder on a sale or other disposition of a common shares would be allocated ratably over the U.S. Holder’s holding period for the common shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before the Company became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, and an interest charge at the rates generally applicable to underpayments of tax payable in those years would be imposed on the resulting tax liability. The same treatment would apply to any distribution in respect of common shares to the extent such distribution exceeds 125% of the average of the annual distributions on common shares received by the U.S. Holder during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available that would result in alternative treatments (such as mark-to-market treatment) of the common shares.
In addition, if the Company were treated as a PFIC in a taxable year in which it pays a dividend or in the prior taxable year, the reduced rate discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.
In certain circumstances, instead of being subject to the excess distribution rules discussed above, a U.S. Holder may make an election to include gain on the common shares of a passive foreign investment company as ordinary income under a mark-to-market method, provided that the common shares are regularly traded on a qualified exchange. Under current law, the mark-to-market election is only available for common shares that are regularly traded within the meaning of U.S. Treasury regulations on certain designated U.S. exchanges and foreign exchanges that meet trading, listing, financial disclosure and other requirements to be treated as a qualified exchange under applicable U.S. Treasury regulations. The NYSE is a qualified exchange.
If a U.S. Holder makes a mark-to-market election, the U.S. Holder will include each year as ordinary income, rather than capital gain, the excess, if any, of the fair market value of the U.S. Holder’s common shares at the end of the taxable year over such U.S. Holder’s adjusted basis in the common shares and will be permitted an ordinary loss in respect of the excess, if any, of the adjusted basis of these common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder’s basis in the common shares will be adjusted to reflect any such income or loss amounts. Any gain or loss on the sale of the common shares will be ordinary income or loss, except that this loss will be ordinary loss only to the extent of the previously included net mark-to-market gain.
Because the mark-to-market election applies only to marketable stock, whether or not our common shares are treated as listed on a “qualified exchange or other market,” a mark-to-market election under current law is likely to be unavailable with respect to any lower-tier PFIC. U.S. Holders are urged to consult their tax advisors about the application of the PFIC rules to any of our subsidiaries.
We do not intend to provide the information that would be necessary to allow a U.S. Holder to make a “qualified electing fund” election, which could mitigate the adverse U.S. federal income tax consequences of owning our common shares in the event were to be or become a PFIC.
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A U.S. Holder who owns, or is treated as owning, PFIC stock during any taxable year in which the Company is a PFIC may be required to file IRS Form 8621 annually. Prospective purchasers should consult their tax advisors regarding the requirement to file IRS Form 8621 and the potential application of the PFIC regime.
Information reporting and backup withholding
Under U.S. federal income tax law and the Treasury regulations, certain categories of U.S. Holders must file information returns with respect to their investment in, or involvement in, a foreign corporation. For example, U.S. Holders that hold certain specified foreign financial assets in excess of U.S.$50,000 are subject to U.S. return disclosure obligations (and related penalties). The definition of specified foreign financial assets includes not only financial accounts maintained in foreign financial institutions, but also, unless held in accounts maintained by a financial institution, any stock or security issued by a non-U.S. person, any financial instrument or contract held for investment that has an issuer or counterparty other than a U.S. person and any interest in a foreign entity. U.S. Holders may be subject to these reporting requirements unless their common shares are held in an account at a domestic financial institution. Penalties for failure to file certain of these information returns are substantial.
Payments of dividends and sales proceeds with respect to common shares by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding may apply to these payments if the U.S. Holder fails to provide a correct taxpayer identification number or certification that it is not subject to backup withholding. Certain U.S. Holders are not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability and may entitle such U.S. Holder to a refund, provided that the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors about these rules and any other reporting obligations that may apply to the ownership or disposition of common shares, including requirements related to the holding of certain foreign financial assets.
Argentine Tax Considerations
The Income Tax Law contains rules on the indirect transfer of shares with effect from January 1, 2018.
As stated in the Income Tax Law, capital gains resulting from the sale, transfer or any other act of disposition by non-Argentine residents of shares or other participations in foreign entities, trusts, or other similar structures, which have been acquired on or after January 1, 2018 are taxable when the following two conditions are simultaneously met: (i) 30% or more of the value of the foreign entity is derived from assets located in Argentina, and (ii) the participation being transferred represents (at the moment of the sale or transfer or during the 12 prior months) 10% or more of the equity of the foreign entity. For purposes of calculating this 10% threshold, Argentine regulations provide that, in certain cases, shares sold by entities controlled by or related to the seller, by the seller’s spouse, domestic partner (conviviente) and/or certain relatives must also be taken into account). The applicable tax rate would be 15% on the actual net gain or 13.5% (calculated on the actual net gain or a presumed net gain equal to 90% of the sale price to the extent, in both cases, the seller does not reside in non-cooperative jurisdictions, or the invested funds do not come from non-cooperative jurisdictions) on the sale price of the proportional value that corresponds to the Argentine assets. However, the tax may be not applied or the rate may be reduced for residents of certain jurisdictions with whom Argentina concluded a treaty for the avoidance of double taxation in force at the time of the tax event.
Furthermore, transfers made within the same economic group are not taxable. Regulations published in December 2018 set forth that this requirement is met when (i) the transferors of the shares participate jointly, directly or indirectly, in 80% or more of the share capital of the acquirer, or (ii) one or more entities participate jointly, directly or indirectly, in 80% or more of the share capital of both the transferor and the acquirer. This requirement must be complied with for a two-year period prior to the transfer of the shares. If a subsequent transfer is then made to a third party, the acquisition cost of the shares is equal that which was computed by the original acquirer of the shares part of the economic group.
The regulations have included an anti-abuse rule which foresees that the exemption on capital gains on shares within the same economic group is not applicable when they were made with a tax oriented main purpose, including while considering the application of tax treaties.
Since the Argentine assets currently represent more than 30% of the value of the total assets of the Company on a consolidated basis, a holder that sells or transfers our common shares, acquired after January 1, 2018, would be subject to the Argentine capital gains tax to the extent such common shares represent 10% or more of the Company’s equity.
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The General Resolution No. 4,227/18 issued by the Argentine Tax Authorities foresees that the tax will be payable either by: (i) the purchaser of the share capital of the foreign entity if it is an Argentine resident, or (ii) by a legal local representative or directly by the seller through an international wire transfer if the purchaser is not an Argentine tax resident.
If the recipient of the capital gain chooses to assess the tax considering the actual net gain method, the recipient shall inform the decision to the withholding agent (if applicable) and provide proof of the sales price, acquisition, and its adjustment. The withholding agent or the legal representative, if applicable, shall keep such proof. If a treaty for the avoidance of double taxation applies, such proof must be provided to the withholding agent.
If the payment is made by a non-resident seller, the payment should be made within 10 (ten) working days as of the day of the sale. If the seller is a resident of a Non-Cooperating jurisdiction, as defined under Decree No. 862/2019, for purposes of fiscal transparency, then a 35% rate shall be applicable.
F. DIVIDENDS AND PAYING AGENTS.
Not applicable.
G. STATEMENT BY EXPERTS
Not applicable.
H. DOCUMENTS ON DISPLAY
The Company makes its filings in electronic form under the EDGAR filing system of the SEC. Its filings are available through the EDGAR system at www.sec.gov. The Company’s filings are also available to the public through the Internet at CAAP’s website at http://investors.corporacionamericaairports.com. Such filings and other information on its website are not incorporated by reference in this annual report. Interested parties may request a copy of this filing, and any other report, at no cost, by writing to the Company at the following address: 128, Boulevard de la Pétrusse, L-2330, Luxembourg, Grand Duchy of Luxembourg.
I. SUBSIDIARY INFORMATION
Not applicable.
J. ANNUAL REPORT TO SECURITY HOLDERS
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks arising from our normal business activities. These market risks principally involve the possibility that exchanges in exchange rates will adversely affect the value of our financial assets and liabilities, or future cash flows and earnings. Market risk is the potential loss arising from adverse changes in market rates and prices.
For discussion and sensitivity analyses of our exposure to these risks, see Note 3.A to our Audited Consolidated Financial Statements included in this annual report.
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. DEBT SECURITIES
Not applicable.
B. WARRANTS AND RIGHTS
Not applicable.
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C. OTHER SECURITIES
Not applicable.
D. AMERICAN DEPOSITARY SHARES
Not applicable.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
Not applicable.
ITEM 15. CONTROLS AND PROCEDURES
A. DISCLOSURE CONTROLS AND PROCEDURES
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) under the Exchange Act) as of December 31, 2025. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures were effective as of December 31, 2025.
The Company has established disclosure controls and procedures to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such information is accumulated and made known to the officers who certify the Company’s financial reports and to other members of senior management and the Disclosure Committee as appropriate to allow timely decisions regarding required disclosure. For further information on our Disclosure Committee, see “Item 6. Directors, Senior Management and Employees―C. Board Practices―Disclosure Committee.”
Please see Exhibits Nos. 12.1, 12.2, 13.1 and 13.2 to this annual report on Form 20-F for the certifications required by this Item.
B. MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting was designed by management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with IFRS. Internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and directors of the Company; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitation, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness of the internal controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
CAAP’s management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of CAAP’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”).
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Based on its evaluation and as set forth in its report dated March 17, 2026, included in Item 18 of this annual report, CAAP’s management concluded that CAAP’s internal control over financial reporting was effective as of December 31, 2025.
C. ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, has been audited by Price Waterhouse & Co. S.R.L., an independent registered public accounting firm, as stated in their report which appears on page F-1 herein.
D. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered under this annual report, there have not been any changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. [RESERVED]
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
See “Item 6. Directors, Senior Management and Employees—Board Practices—Board Committees—Audit Committee.” Our Board of Directors has determined that David Arendt qualifies as an “audit committee financial expert” under applicable SEC rules.
ITEM 16B. CODE OF ETHICS
We have adopted a Corporate Governance Code and Code of Conduct and related integrity policies that applies to all subsidiaries and controlled affiliates of CAAP and to each of their respective board members, committee members, senior management, employees, interns and apprentices (hereinafter, “Colleagues”). It is also expected that all persons or entities who act as agents, partners, including business partners, representatives, intermediaries, consultants or who act on behalf of or provide services for CAAP (hereinafter “Third Parties”) will comply with such Code of Conduct. We have also adopted an additional Code of Ethics applicable to our Chief Executive Officer, the Chief Financial Officer, the Controller, Accounting & Tax Officer, or persons performing similar functions (collectively, the “Senior Financial Officers”). See “Item 6. Directors, Senior Management and Employees—Board Practices—Board Committees—Corporate Governance Code, Code of Conduct and Code of Ethics for Senior Financial Officers.”
We will provide a hard copy of those documents free of charge upon written request at the following address: 128, Boulevard de la Pétrusse, L-2330 Luxembourg, Grand Duchy of Luxembourg.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Paid and payable to the Company’s Principal Accountant
In 2025, Price Waterhouse & Co. S.R.L. served as the principal external auditor for the Company. Fees paid and payable to Price Waterhouse & Co. S.R.L. and other PwC member firms in 2025 and 2024 are detailed below:
For the Year Ended December 31, | ||||
| 2025 | | 2024 | |
Audit fees |
| 2,250 |
| 2,214 |
Audit related fees |
| 128 |
| 22 |
Tax fees |
| 104 |
| 48 |
All other fees |
| 375 |
| 12 |
Total |
| 2,857 |
| 2,296 |
Audit Fees
Audit fees were paid for professional services rendered by the auditors for the audit of the consolidated financial statements of the Company and the statutory financial statements of the Company and its subsidiaries.
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Audit-Related Fees
Audit-related fees are typically services that are reasonably related to the performance of the audit or review of the consolidated financial statements and are not reported under the audit fee item above. This item includes fees for attestation services on financial information of the Company and its subsidiaries included in their annual reports that are filed with their respective regulators.
Tax Fees
Tax fees were paid for tax compliance and tax advice professional services.
All other fees
All other fees were paid for specific minor professional services not related to the above categories.
Audit Committee’s Pre-approval Policies and Procedures
The Company’s audit committee is responsible for, among other things, the oversight of the Company’s independent auditors. The audit committee has adopted a policy of pre-approval of audit and permissible non-audit services provided by its independent auditors in its charter.
Under the policy, the audit committee makes its recommendations through the Board of Directors to the shareholders’ meeting concerning the continuing appointment or termination of the Company’s independent auditors. On a yearly basis, the audit committee reviews together with management and the independent auditor, the audit plan, audit related services and other non-audit services and approves the related fees. Any changes to the approved fees must be reviewed and approved by the audit committee. In addition, the audit committee delegated to its Chairman the authority to consider and approve, on behalf of the Audit Committee, additional non-audit services that were not recognized at the time of engagement, which must be reported to the other members of the audit committee at its next meeting. No services outside the scope of the audit committee’s approval can be undertaken by the independent auditor.
Our audit committee has authorized all auditing and non-auditing services provided by our independent accountants during the year ended December 31, 2025 and the fees paid for such services.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Neither the Company nor, to our knowledge, any affiliated purchaser has made any purchases of our registered equity securities during the fiscal years ended on December 31, 2025, 2024 and 2023.
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
Under the Corporate Governance Rules of the NYSE currently in effect, the Company is required to disclose any significant ways in which its corporate governance practices differ from those required to be followed by domestic companies under NYSE listing standards. These significant differences are summarized below.
Our corporate governance practices are governed by Luxembourg Companies Law and our articles of association. As a Luxembourg company and a foreign private issuer under the rules of the NYSE, we are required to comply with a more limited set of corporate governance rules than U.S. domestic issuers listed in the NYSE. We, however, believe that our corporate governance practices meet or exceed, in all material respects, the corporate governance standards that are generally required for U.S. domestic issuers listed in the NYSE but the following is a summary of the significant ways that our corporate governance practices differ from the corporate governance standards required by the NYSE of U.S. domestic issuers (provided that our corporate governance practices may differ in non-material ways from the standards required by the NYSE that are not detailed here).
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Non-management Directors’ Meetings
Under NYSE standards, non-management directors must meet at regularly scheduled executive sessions without management present and, if such group includes directors who are not independent, a meeting should be scheduled once per year including only independent directors. Neither Luxembourg law nor our articles of association require the holding of such meetings and we do not have a set policy for these meetings. Our articles of association provide, however, that the board of directors shall meet, upon notice by the chairperson, the secretary of the board (as may be appointed from time to time), the Company secretary or by any two directors.
In addition, NYSE-listed companies are required to provide a method for interested parties to communicate directly with the non-management directors as a group. While we do not have such a method, we have set up a compliance line for investors and other interested parties to communicate their concerns to members of our audit committee.
Audit Committee
Under NYSE standards, listed U.S. companies are required to have an audit committee composed of independent directors that satisfies the requirements of Rule 10A3 promulgated under the Exchange Act. Our articles of association currently require the Company to have an audit committee. Pursuant to CAAP’s Corporate Governance Code, the audit committee is composed of three members which shall at all times comply with the independence and experience requirements set forth on Rule 10A3 mentioned above. As of the date of this annual report, our audit committee complies with such requirements. In accordance with NYSE standards, we have an audit committee entirely composed of independent directors.
Under NYSE standards, all audit committee members of listed U.S. companies are required to be financially literate or must acquire such financial knowledge within a reasonable period and at least one of its members shall have experience in accounting or financial administration. In addition, if a member of the audit committee is simultaneously a member of the audit committee of more than three public companies, and the listed company does not limit the number of audit committees on which its members may serve, then in each case the board must determine whether the simultaneous service would prevent such member from effectively serving on the listed company’s audit committee and shall publicly disclose its decision. Although no comparable provisions on audit committee membership exist under Luxembourg law or our articles of association, these are indeed included in our Corporate Governance Code.
Standards for Evaluating Director Independence
Under NYSE standards, the board is required, on a case-by-case basis, to express an opinion with regard to the independence or lack of independence of each individual director. Neither Luxembourg law nor our articles of association require the board to express such an opinion nor to include a definition of “independent.”
Audit Committee Responsibilities
Pursuant to our articles of association, the audit committee shall assist the Board of Directors in fulfilling its oversight responsibilities relating to the integrity of the Company’s financial statements, including periodically reporting to the Board of Directors on its activity and the adequacy of the Company’s system of internal controls over financial reporting. As per the audit committee charter, as amended, the audit committee shall make recommendations for the appointment, compensation, retention and oversight of, and consider the independence of, the Company’s external auditors. The audit committee is required to review material transactions (as defined by the Corporate Governance Code) between CAAP or its subsidiaries with related parties and also perform the other duties entrusted to it by the board.
The NYSE requires certain matters to be set forth in the audit committee charter of U.S. listed companies. Our Corporate Governance Code provides for many of the responsibilities that are expected from such bodies under the NYSE standard.
Shareholder Voting on Equity Compensation Plans
Under NYSE standards, shareholders must be given the opportunity to vote on equity-compensation plans and material revisions thereto, except for employment inducement awards, certain grants, plans and amendments in the context of mergers and acquisitions, and certain specific types of plans.
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Disclosure of Corporate Governance Guidelines
NYSE-listed companies must adopt and disclose corporate governance guidelines. Neither Luxembourg law nor our articles of association require the adoption or disclosure of corporate governance guidelines. Our board of directors follows corporate governance guidelines consistent with our equity structure and holding company nature which are stated in our Corporate Governance Code.
Code of Business Conduct and Ethics
Under NYSE standards, listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for directors or executive officers. Neither Luxembourg law nor our articles of association require the adoption or disclosure of such a code of conduct. However, as stated in our Corporate Governance Code, we have adopted a Code of Conduct and related integrity policies that apply to all directors, officers and employees, which complies with the NYSE’s requirements, except that it does not require the disclosure of waivers of the code for directors and officers. We have also adopted an additional Code of Ethics applicable to our Chief Executive Officer, the Chief Financial Officer, the Controller, Accounting & Tax Officer, or persons performing similar functions. See “Item 16B. Code of Ethics.”
Chief Executive Officer Certification
A chief executive officer of a U.S. company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate governance standards. In accordance with NYSE rules applicable to foreign private issuers, our chief executive officer is not required to provide the NYSE with this annual compliance certification. However, in accordance with NYSE rules applicable to all listed companies, our chief executive officer must promptly notify the NYSE in writing after any of our executive officers becomes aware of any noncompliance with any applicable provision of the NYSE’s corporate governance standards. In addition, we must submit an executed written affirmation annually and an interim written affirmation each time a change occurs to the board or the audit committee.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
ITEM 16J. INSIDER TRADING POLICIES
On January 31, 2018, the Company approved its insider trading prevention policy (as amended on August 22, 2018 and on March 23, 2022, the “
For a copy of our Insider Trading Policy, see Exhibit No. 11.1 to this annual report on Form 20-F.
ITEM 16K. CYBERSECURITY
Definitions
For purposes of this section, “Cybersecurity Incident” means a violation, or imminent threat of violation, of our systems’ information confidentiality, integrity, or availability, including of our third-party service providers, or any violation of computer security policies, or acceptable use policies, or any cybersecurity event that could have a negative impact on our reputation, operations, or financial position.
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Risk management and strategy
On November 15, 2023, the Board approved the Information Security Incident Management Policy (the “Cybersecurity Policy”) which
All strategic information security projects are established in a global strategic plan, based on the analysis of the risks determined and classified in accordance with the Cybersecurity Risk Matrix. Critical risks are addressed by a combination of security services and technology. Also, a global security operation center and an incident response and threat intelligence service are in place. A combination of information security applications and monitoring controls are also used to detect and protect the information assets based on protection layers criteria. Global penetration testing and security reviews are regularly performed in our subsidiaries. In 2025, the Information Security Dept. implemented a new preventive strategy grounded in offensive security principles. This approach includes ongoing ethical hacking activities targeting both applications and IT infrastructure worldwide. These tasks are conducted by CAAP’s ethical hacking team, supported by specialized cybersecurity professionals from Ernst & Young (EY) Argentina.
Also, the Cybersecurity Policy created the
| (a) | an Information Security Specialist (local and/or corporate); |
| (b) | local IT Manager/Responsible (of the involved subsidiary); |
| (c) | the Head of Legal and Compliance (representing our Executive Committee); and |
| (d) | if necessary, members of other technology-related teams, or members of our Executive Committee or other members of senior management shall be included. |
According to the Cybersecurity Policy, Cybersecurity Incidents must be classified by the local security manager from a technical perspective in critical, high, medium, low, or very low based on the Incident Impact Calculation Matrix. Such classification is reviewed by the ISIRC, from a qualitative and quantitative perspective, and considers factors that are not taken into account in a mathematical calculation, in order to determine the severity of the incident.
The Cybersecurity Policy establishes an incident management process, which can be defined as a plan to manage Cybersecurity Incidents and to ensure that the Company takes immediate action in case of any incidents. The incident management process consists of the following phases: (i) detection; (ii) analysis and early communication; (iii) containment; (iv) eradication; (v) recovery; (vi) documentation and improvement proposals; and (vii) disclosure.
The phase of “detection” involves (i) data gathering and analysis; (ii) identification of indicators of an attack or compromise of the network; and (iii) correlating events and having the intelligence to identify early signs of an attack. Examples of detectable events include data breaches, an unusual number of locked accounts, encrypted files, among others. Upon detection of a Cybersecurity Incident, such incident is immediately reported to the Local Cybersecurity Manager/Responsible who then convenes an ISIRC meeting. As per the Cybersecurity Policy, once a Cybersecurity Incident is identified, the Local Cybersecurity Manager/Responsible shall classify it from a technical perspective based on the Incident Impact Calculation Matrix, prepare the corresponding Cybersecurity Incident Report and create a record of the information and documentation related to the incident. All the information related to the Cybersecurity Incident is then submitted to the ISIRC which shall review the classification provided by the Local Cybersecurity Manager/Responsible and define the severity of the incident.
203
In relation to the “containment” strategy, the Cybersecurity Policy establishes that it is dependent on the type of attack and its potential impact on the organization. In any case, after the Cybersecurity Incident has been successfully contained, any element or change produced because of the Cybersecurity Incident must be repaired. This could include rebuilding affected servers, removing malware, or closing and resetting passwords of breached accounts.
On the “recovery” phase, every affected system should be restored in order to reinstate regular operations.
After receiving information from the ISIRC, the Executive Committee must determine if a Cybersecurity Incident is material, or if any series of related Cybersecurity Incidents taken together are material, in which case it must decide the necessity and extent of any ongoing and annual disclosures. In order to determine the materiality of a Cybersecurity Incident or series of related cybersecurity incidents taken together, our Executive Committee must evaluate the impact of such incident from a quantitative and a qualitative perspective, as well as, if there is a substantial likelihood that a reasonable investor would have considered it important in making an investment decision or if it significantly alters the total mix of available information. As part of the materiality analysis, our Executive Committee may consider both the immediate fallout and any longer-term effects, including on our operations, finances, brand, reputation and customer relationships. If the Executive Committee deems it necessary, could report the Cybersecurity Incident to our Board of Directors, to be involved in the determination of materiality of the incident.
The Head of Legal and Compliance leads the disclosure process if the Cybersecurity Incident is material. In accordance with the terms and conditions of our
We also created a global information security department which reports to the Executive Committee. We also hired a global information security manager and reinforced the global information security department with multicultural security specialists in different locations. This area was reorganized in 2024 to incorporate an Identity and Access Manager, to increase the protection and focus over users account, identities and access management. In 2025, we strengthened our cyber defense capabilities by bringing on a Global Cybersecurity Manager to lead corporate level incident response and drive key strategic cybersecurity initiatives. Jointly global and local information security departments are focused on cybersecurity risks, contingency procedures, security governance, access and identity management, infrastructure protection and monitoring, researching and deploying of new technology to improve protection of information and communication systems.
Finally, although our business strategy,
For further information about the potential cybersecurity risks of the Company and how they could affect the Company, see “Item 3. Key Information—Risk Factors—Risks Related to Our Business and Industry—We rely on information and communication technologies to support airport operations, passenger processing and security systems. Our systems and infrastructures face certain risks, including cybersecurity risks.”
Governance
The Information Security Department of the Company (the “Information Security Department”) is responsible for implementing and maintaining an organization-wide information security framework, from the perspective of normative governance (policies, standards, and procedures) but also from the technological capabilities to achieve the necessary security standards to minimize the risk of the Company from cyber security attacks.
204
The Information Security Department reports to the Executive Committee through the Head of Legal and Compliance. The Head of Legal and Compliance is technically and strategically assisted by the Information Security Corporate Manager, who is also supported by a specialized group of information technology and security engineers and highly specialized worldwide leaders and researchers. See “Item 6. Directors, Senior Management and Employees—A. Directors and Senior Management—Background of Our Officers and Directors.”
The Information Security Corporate Manager has more than twenty years of progressive experience in all aspects of technology risk management, and has a deep understanding of strategic and tactical aspects of information technology security, internal control over information technology and operational processes over critical assets and infrastructure. The Information Security Corporate Manager is experienced in aspects as a comprehensive access management strategy, cybersecurity monitoring and governance, awareness programs, business continuity strategy, information technology general controls under the Sarbanes-Oxley Act, among others.
The Information Security Plan, Budget and strategic projects are presented and explained, at least once per year, to the Board of Directors.
Finally, in terms of governance, it is worth pointing out the role of the ISIRC, non-permanent body responsible for overseeing the risk management’s efforts and strategy of the Company in the event of a Cybersecurity Incident. The members of the ISIRC are mentioned above.
ITEM 17. FINANCIAL STATEMENTS
The Company has responded to Item 18 in lieu of responding to this item.
205
ITEM 18. FINANCIAL STATEMENTS
See our audited consolidated financial statements beginning at page F-1.
Corporación América Airports S.A.
Audited Consolidated Financial Statements
206
ITEM 19. EXHIBITS
The following exhibits are filed or incorporated by reference as part of this annual report:
Exhibit | | Description |
1.1* |
| Amended Articles of Association of Corporación América Airports S.A., as amended in June 2025. |
2.1* | Description of Securities registered pursuant to Section 12 of the Exchange Act. | |
2.2# |
| |
4.1 | ||
4.2 | ||
4.3#* | ||
4.4 | ||
4.5 | ||
4.6 | ||
4.7 | ||
4.8 | ||
4.9#* | ||
4.10#* | ||
4.11#* | ||
4.12#* | ||
4.13* | ||
4.14* |
207
4.15* | ||
4.16* | ||
4.17* | ||
4.18* | ||
4.19* | ||
4.20* | ||
4.21 | ||
4.22 | ||
4.23#†* | ||
4.24 | ||
4.25#†* | ||
8.1* |
| |
11.1 | ||
12.1* |
| |
12.2* |
| |
13.1* |
| |
13.2* |
| |
23.1* | ||
97.1 | ||
101.INS* |
| Inline XBRL Instance Document. |
101.SCH* |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL* |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF* |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB* |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE* |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104* | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). |
* | Filed with this Annual Report on Form 20-F. |
# | Certain portions of this exhibit have been redacted pursuant to 4(a) of the Instructions as to Exhibits of Form 20-F. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request. |
† | Certain provisions, exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. |
208
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| CORPORACIÓN AMÉRICA AIRPORTS S.A. | |
|
|
|
| By: | /s/ Martín Francisco Antranik Eurnekian |
| Name: | Martín Francisco Antranik Eurnekian |
| Title: | Chief Executive Officer |
|
|
|
| By: | /s/ Jorge Arruda Filho |
| Name: | Jorge Arruda Filho |
| Title: | Chief Financial Officer |
|
|
|
Dated: March 17, 2026 |
|
|
209
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Corporación América Airports S.A.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated statement of financial position of Corporación América Airports S.A. and its subsidiaries (the “Company”) as of December 31, 2025 and 2024 , and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with IFRS Accounting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial Reporting appearing under Item 15B. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
www.pwc.com.ar | Price Waterhouse & Co. S.R.L., Bouchard 557, 8th floor, C1106ABG - Autonomous City of Buenos Aires, Argentina, T: +(54.11) 4850.0000 |
F-1
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Brazilian Concession Assets Impairment Assessment
As described in Notes 2.D(1), 2.Y(a) and 12 to the consolidated financial statements, the Company’s consolidated concession assets balance was USD 3,123 million as of December 31, 2025, out of which USD 538.8 million correspond to the Brazilian Concession assets. Management reviews the carrying amounts of its property, plant and equipment and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units or CGUs). Management performed impairment test for the Brazilian Concession assets (Brazilian CGU) based on the discounted cash flow model (value in use), considering significant assumptions related to passenger growth rates and discount rate.
The principal considerations for our determination that performing procedures relating to the Brazilian concession assets impairment assessment is a critical audit matter is the significant judgment applied by management when developing the value in use measurement of Brazilian CGU. This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s cash flow projections and significant assumptions related to passenger growth rates and the discount rate. In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained.
F-2
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s concession assets impairment assessments, including controls over the valuation of Brazilian CGU. These procedures also included, among others, testing management’s process for developing the value in use estimate; evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the significant assumptions used by management related to passenger growth rates and the discount rate. Evaluating management’s assumptions related to passenger growth rates and discount rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the Brazilian CGU, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the discount rate assumption.
/s/
/s/ Juan Manuel Gallego Tinto
Partner
March 17, 2026
We have served as the Company’s auditor since 2017.
F-3
Management’s Annual Report on Internal Control over Financial Reporting
Corporación America Airports S.A.’s management is responsible for establishing and maintaining adequate internal control over financial reporting for Corporación América Airports S.A. (hereinafter “the Company”) as defined in Exchange Act Rule 13a-15(f) and 15d-15(f). Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (“IFRS”). Internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and directors of the Company; and |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In additions, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework in Internal Control – Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO 2013”). Based on its evaluation, Management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2025 has been audited by Price Waterhouse & Co S.R.L., an independent registered public accounting firm, as stated in their report which is included herein.
Luxembourg, Luxembourg
March 17, 2026
By: | /s/ Martín Francisco Antranik Eurnekian | | By: | /s/ Jorge Arruda Filho |
Name: Martín Francisco Antranik Eurnekian |
| Name: Jorge Arruda Filho | ||
Title: Chief Executive Officer |
| Title: Chief Financial Officer | ||
F-4
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended on December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
Corporación América Airports S.A.
CONSOLIDATED
FINANCIAL STATEMENTS
As of December 31, 2025 and 2024
and for the years ended December 31, 2025, 2024 and 2023
R.C.S. Luxembourg B 174.140
128, Boulevard de la Pétrusse
L – 2330 Luxembourg
F-5
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended on December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
CONSOLIDATED STATEMENT OF INCOME
| | | For the year | | For the year | | For the year | |
ended | ended | ended | ||||||
Notes | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||
Continuing operations |
| |
| |
| | ||
Revenue |
| 5 |
| |
| |
| |
Cost of services |
| 6 |
| ( |
| ( |
| ( |
Gross profit |
| |
| |
| | ||
Selling, general and administrative expenses |
| 7 |
| ( |
| ( |
| ( |
Impairment (loss) / reversal of non-financial assets |
|
| ( |
| — |
| | |
Other operating income |
| 8 |
| |
| |
| |
Other operating expense |
| ( |
| ( |
| ( | ||
Operating income |
| |
| |
| | ||
Share of income / (loss) in associates |
| 10,15 |
| |
| ( |
| |
Income before financial results and income tax |
| |
| |
| | ||
Financial income |
| 9 |
| |
| |
| |
Financial loss |
| 9 |
| ( |
| |
| ( |
Inflation adjustment |
| 9 |
| ( |
| ( |
| ( |
Income before income tax |
| |
| |
| | ||
Income tax |
| 11 |
| ( |
| ( |
| |
Income for the year |
| |
| |
| | ||
Attributable to: |
| |||||||
Owners of the parent |
| |
| |
| | ||
Non-controlling interest |
| |
| |
| ( | ||
| |
| |
| | |||
Earnings per share for profit attributable to the ordinary equity holders of the Group: |
| 31 |
| |||||
Basic earnings per share |
| | | | ||||
Diluted earnings per share | | | |
F-6
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended on December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
| | | | For the year | | For the year | | For the year |
ended | ended | ended | ||||||
December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||||
Income for the year |
| |
| |
| |
| |
Items that will not be reclassified to profit or loss: |
| |
|
|
| |||
Remeasurement of defined benefit obligation net of tax |
| |
| |
| ( |
| |
Items that may be reclassified to profit or loss: |
| |
|
|
| |||
Changes in the fair value of the instruments used to hedge cash flows | | ( | — | |||||
(Loss) / income tax impact of the instruments used to hedge cash flows | ( | | — | |||||
Share of other comprehensive income / (loss) from associates |
| 15 |
| |
| |
| ( |
Currency translation adjustment (Note 25.d and 25.e) |
| |
| ( |
| |
| ( |
Other comprehensive (loss) / income for the year, net of income tax |
| |
| ( |
| |
| ( |
Total comprehensive income / (loss) for the year |
| |
| |
| |
| ( |
Attributable to: |
| |
|
|
| |||
Owners of the parent |
| |
| |
| |
| |
Non-controlling interest |
| |
| ( |
| |
| ( |
| |
| |
| |
| ( |
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-7
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended on December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
| | | At | | At | |
Notes | December 31, 2025 | December 31, 2024 | ||||
ASSETS |
| |
| |
| |
Non-current assets |
| |
| |
| |
Intangible assets, net |
| 12 |
| |
| |
Property, plant and equipment, net |
| 13 |
| |
| |
Right-of-use asset | 14 | | | |||
Investments in associates |
| 15 |
| |
| |
Other financial assets at fair value through profit or loss |
| 20 |
| |
| |
Other financial assets at amortized cost |
| 20 |
| |
| |
Deferred tax assets |
| 16 |
| |
| |
Inventories | 18 | | | |||
Other receivables |
| 17 |
| |
| |
Trade receivables |
| 19 |
| |
| |
|
| |
| | ||
Current assets |
|
|
| |||
Inventories |
| 18 |
| |
| |
Other financial assets at fair value through profit or loss |
| 20 |
| |
| |
Other financial assets at amortized cost |
| 20 |
| |
| |
Other receivables |
| 17 |
| |
| |
Current tax assets |
|
| |
| | |
Trade receivables |
| 19 |
| |
| |
Cash and cash equivalents |
| 21 |
| |
| |
|
| |
| | ||
Assets classified as held for sale | | | ||||
| | |||||
Total assets |
|
| |
| | |
|
|
| ||||
EQUITY |
| 25 |
|
| ||
Share capital |
|
| |
| | |
Share premium |
|
| |
| | |
Treasury shares | ( | ( | ||||
Free distributable reserve |
|
| |
| | |
Non-distributable reserve |
|
| |
| | |
Currency translation adjustment |
|
| ( |
| ( | |
Legal reserves |
|
| |
| | |
Other reserves |
|
| ( |
| ( | |
Retained earnings |
|
| |
| | |
Total attributable to owners of the parent |
|
| |
| | |
Non-controlling interests |
|
| |
| | |
Total equity |
|
| |
| | |
|
|
| ||||
LIABILITIES |
|
|
| |||
Non-current liabilities |
|
|
| |||
Borrowings |
| 22 |
| |
| |
Derivative financial instruments liabilities | 3.A | | | |||
Deferred tax liabilities |
| 16 |
| |
| |
Other liabilities |
| 23 |
| |
| |
Lease liabilities | 14 | | | |||
Non-current tax liabilities | | — | ||||
Trade payables |
| 24 |
| |
| |
|
|
| |
| | |
Current liabilities |
|
|
| |||
Borrowings |
| 22 |
| |
| |
Other liabilities |
| 23 |
| |
| |
Lease liabilities | 14 | | | |||
Derivative financial instruments liabilities | 3.A | | — | |||
Current tax liabilities |
|
| |
| | |
Trade payables |
| 24 |
| |
| |
| |
| |
| | |
Total liabilities |
| |
| |
| |
Total equity and liabilities |
| |
| |
| |
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-8
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
| Attributable to owners of the parent | |||||||||||||||||||||||
| Free | Non- | Currency | | ||||||||||||||||||||
Share | Share | Treasury | distributable | distributable | Legal | translation | Other | Retained | Non-controlling | |||||||||||||||
| capital | | premium | | shares | | reserves | | reserves | | reserves | | adjustment | | reserves | | earnings (1) | | Total | | interests | | Total | |
Balance at January 1, 2025 | | | ( | | | | ( | ( | | | | | ||||||||||||
Income for the year |
| |
| | |
| |
| |
| |
| |
| | |
| |
| |
| | ||
Share-based payments reserve (Notes 25.a, 25.b and 30) |
| — |
| — | |
| — |
| — |
| — |
| — |
| ( | |
| |
| — |
| | ||
Other comprehensive (loss) / income for the year (Note 25.c) |
| — |
| — | — |
| — |
| — |
| — |
| ( |
| — |
| ( |
| ( |
| ( | |||
Transfer to legal reserve | — | — | — | — | — | | — | — | ( | — | — | — | ||||||||||||
Dividends to non-controlling interests | — | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Acquisition of non-controlling interests through issuance of shares (Note 25.a, 25.c and 25.d) | | | — | — | — | — | — | ( | — | | ( | — | ||||||||||||
Other acquisition of non-controlling interest (Note 25.b and 25.d) | — | — | — | — | — | — | — | | — | | ( | ( | ||||||||||||
Balance at December 31, 2025 | | | ( | | | | ( | ( | | | | | ||||||||||||
Balance at January 1, 2024 | | | ( | | | | ( | ( | | | | | ||||||||||||
Income for the year | — |
| — | — |
| — |
| — |
| — |
| — |
| — | |
| |
| |
| | |||
Share-based payments reserve (Notes 25.a, 25.b and 30) | — |
| — | |
| — |
| — |
| — |
| — |
| |
| |
| — |
| | ||||
Other comprehensive income / (loss) for the year (Note 25.c) |
| — |
| — | — |
| — |
| — |
| — |
| |
| ( | — |
| |
| |
| | ||
Transfer to legal reserve |
| — | — | — | — | — | | — | — | ( | — | — | — | |||||||||||
Dividends to non-controlling interests (Note 25.d) | — | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Acquisition of non-controlling interests (Note 25.b and 25.d) | — | — | — | — | — | — | — | ( | — | ( | ( | ( | ||||||||||||
Balance at December 31, 2024 |
| | | ( | | | | ( | ( | | | | | |||||||||||
Balance at January 1, 2023 |
| | | ( | | | | ( | ( | | | | | |||||||||||
Income / (loss) for the year |
| — | — | — | — | — | — | — | — | | | ( | | |||||||||||
Shareholders contributions (Note 25.d) |
| — |
| — | — |
| — |
| — |
| — |
| — |
| — |
| — |
| — |
| |
| | |
Share-based payments reserve (Notes 25.a, 25.b and 30) | — | — | | — | — | — | — | | | — | | |||||||||||||
Other comprehensive (loss) / income for the year (Note 25.c) |
| — |
| — | — |
| — |
| — |
| — |
| ( |
| |
| — |
| ( |
| ( |
| ( | |
Transfer to legal reserve |
| — |
| — | — |
| — |
| — |
| |
| — |
| — |
| ( |
| — |
| — |
| — | |
Dividends to non-controlling interests (Note 25.d) | — | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||
Changes in non-controlling interests (Note 25.d) |
| — |
| — | — |
| — |
| — |
| — |
| — |
| |
| — |
| |
| ( |
| — | |
Balance at December 31, 2023 |
| | | ( | | | | ( | ( | | | | | |||||||||||
(1)
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-9
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
CONSOLIDATED STATEMENT OF CASH FLOWS
| | | For the year ended | | For the year ended | | For the year ended | |
Notes | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||||
Cash flows from operating activities |
| |
| |
| | ||
Income for the year |
| | | | ||||
Adjustments for: |
| |||||||
Amortization and depreciation |
| 12,13,14 | | | | |||
Deferred income tax |
| 11 | | | ( | |||
Current income tax |
| 11 | | | | |||
Share of (income) / loss in associates |
| 10 | ( | | ( | |||
Impairment loss / (reversal) of non-financial assets |
| | — | ( | ||||
Loss on disposals of property, plant and equipment and intangible assets |
| | | | ||||
Gain on disposal of subsidiaries | — | ( | — | |||||
Low value, short term and variable lease payments |
| ( | ( | ( | ||||
Share-based compensation expenses | 30 | | | | ||||
Interest expense |
| 9 | | | | |||
Other financial results, net | ( | ( | ( | |||||
Net foreign exchange |
| 9 | | ( | | |||
Government subsidies per Covid-19 context |
| 8 | ( | ( | ( | |||
Government grants collected |
| — | | | ||||
Other accruals |
| ( | ( | | ||||
Inflation adjustment | ( | | | |||||
Acquisition of Intangible assets |
| ( | ( | ( | ||||
Income tax paid |
| ( | ( | ( | ||||
Income due to concession compensation | 8 | — | — | ( | ||||
Collection due to concession compensation | 26.b | — | | — | ||||
Unpaid concession fees |
| | | | ||||
Changes in liability for concessions |
| 9 | | | | |||
Changes in working capital |
| 29 | ( | ( | ( | |||
Net cash provided by operating activities |
| | | | ||||
| ||||||||
Cash flows from investing activities |
| |||||||
Cash contribution in associates |
| 15 | ( | ( | ( | |||
Acquisition of other financial assets |
| ( | ( | ( | ||||
Disposals of other financial assets |
| | | | ||||
Acquisition of Property, plant and equipment |
| ( | ( | ( | ||||
Acquisition of Intangible assets |
| ( | ( | ( | ||||
Proceeds from sale of Property, plant and Equipment |
| | | | ||||
Net cash inflow on disposal of subsidiaries | | ( | — | |||||
Others |
| | | | ||||
Net cash used in investing activities |
| ( | ( | ( | ||||
Cash flows from financing activities |
| |||||||
Proceeds from cash contributions |
| 25.e | — | — | | |||
Proceeds from borrowings |
| 22 | | | | |||
Principal elements of lease payments |
| 14 | ( | ( | ( | |||
Loans repaid |
| 22 | ( | ( | ( | |||
Interest paid |
| 22 | ( | ( | ( | |||
Debt renegotiation expenses |
| 22 | ( | ( | ( | |||
Guarantee deposit |
| | | | ||||
Dividends paid to non-controlling interests in subsidiaries |
| 25.e, 29 | ( | ( | ( | |||
Payment for additional acquisitions in subsidiaries | 25.e | — | ( | — | ||||
Others |
| — | | | ||||
Net cash used in financing activities |
| ( | ( | ( | ||||
| ||||||||
Increase in cash and cash equivalents |
| | | | ||||
Cash and cash equivalents |
| |||||||
At the beginning of the year |
| 21 | | | | |||
Effects of exchange rate changes and inflation adjustment on cash and cash equivalents |
| ( | ( | ( | ||||
Increase in cash and cash equivalents |
| | | | ||||
At the end of the year |
| 21 |
| | | |
Information of non-cash transactions has been disclosed in Note 29.
The accompanying notes are an integral part of these Consolidated Financial Statements.
F-10
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
INDEX TO THE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 | General information |
2 | Basis of presentation and accounting policies |
3 | Financial risk management |
4 | Segment information |
5 | Revenue |
6 | Cost of services |
7 | Selling, general and administrative expenses |
8 | Other operating income |
9 | Financial results, net |
10 | Share of results in associates |
11 | Income tax |
12 | Intangible assets, net |
13 | Property, plant and equipment, net |
14 | Leases |
15 | Investments in associates |
16 | Deferred income tax |
17 | Other receivables |
18 | Inventories |
19 | Trade receivables |
20 | Other financial assets |
21 | Cash and cash equivalents |
22 | Borrowings |
23 | Other liabilities |
24 | Trade payables |
25 | Equity |
26 | Contingencies, commitments and restrictions on the distribution of profits |
27 | Related party balances and transactions |
28 | Business combinations, other acquisitions and investments |
29 | Cash flow disclosures |
30 | Share - based payments |
31 | Earnings per share |
32 | Restricted net assets |
33 | Subsequent events |
34 | Condensed financial information of the Company |
F-11
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
1 General information
Corporación América Airports S.A. is a holding company primarily engaged through its operating subsidiaries in the acquisition, development and operation of airport concessions.
The Company’s shares trade on the NYSE under the symbol “CAAP”.
The Company was formed as a private limited liability company under the laws of the Grand Duchy of Luxembourg on December 14, 2012. The Company is ultimately controlled by SCF, a foundation organized under the laws of the Principality of Liechtenstein. The address of its registered office is in Vaduz.
The Company’s registered office address is 128, Boulevard de la Pétrusse, Luxembourg.
The Group currently has operations in Argentina, Brazil, Uruguay, Armenia, Italy, and Ecuador.
The fiscal year begins on January 1 and ends on December 31.
These Consolidated Financial Statements have been approved for issuance by the Board of Directors on March 17, 2026.
2 Basis of presentation and accounting policies
A Summary of material accounting policies information
The principal accounting policies applied in the preparation of these Consolidated Financial Statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated.
Basis of preparation
The Group’s Consolidated Financial Statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) and interpretations (“IFRIC”) developed by the IFRS Interpretations Committee applicable to companies reporting under IFRS. The Consolidated Financial Statements comply with IFRS as issued by the International Accounting Standards Board (“IASB”).
Presentation in the consolidated statement of financial position differentiates between current and non-current assets and liabilities. Assets and liabilities are regarded as current if they mature within one year or within the normal business cycle of the Group, or are held for sale.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Consolidated Financial Statements are disclosed in Note 2.Y.
Several balance sheet consolidated statements of financial position and consolidated statements of income items have been combined in the interests of clarity. These items are stated and explained separately in the notes to the Consolidated Financial Statements. The statement of income is structured according to the function of the expense method (nature of the expenses is classified in notes).
These Consolidated Financial Statements are presented in thousands of USD unless otherwise stated. All amounts are rounded off to thousands of USD unless otherwise stated. As such, insignificant rounding differences may occur. A dash (“—”) indicates that no data was reported for a specific line item in the relevant financial year or period or when the pertinent figure, after rounding, amounts to nil.
F-12
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
A Summary of material accounting policies information (Cont.)
New and amended standards adopted by the Group
The Group has adopted the following standards and interpretations that become applicable for annual period commencing on or after January 1, 2025:
- Lack of exchangeability – Amendments to IAS 21.
During the year ended December 31, 2024, the Group has applied the following standards and amendments for the first time for their annual reporting period commencing on January 1, 2024:
- Non-current liabilities with covenants – Amendments to IAS 1.
- Classification of Liabilities as Current or Non-current – Amendments to IAS 1.
- Lease Liability in Sale and Leaseback – Amendments to IFRS 16.
- Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7.
- Operating segment information - IFRIC agenda decision regarding IFRS 8.
The amendments listed above did not have any material impact on our Consolidated Financial Statements, except for the clarifications on IFRS 8 Operating segment information and its impact on segment disclosures, from which the level of disclosures in Note 4 increased in the Consolidated Financial Statements as of December 31, 2024 compared to what had been historically reported.
The following accounting standards and interpretations have been published but the application is not mandatory for December 31, 2025 reporting periods and have not been early adopted by the Group and are expected to be applied as of the date on which they become mandatory:
- Classification and measurement of financial instruments – Amendments to IFRS 9 and IFRS 7 (effective for annual periods beginning on or after 1 January 2026).
On 30 May 2024, the IASB issued targeted amendments to IFRS 9 and IFRS 7 to respond to recent questions arising in practice, and to include new requirements not only for financial institutions but also for corporate entities. These amendments:
| ● | clarify the date of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; |
| ● | clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; |
| ● | add new disclosures for certain instruments with contractual terms that can change cash flows (such as some financial instruments with features linked to the achievement of environment, social and governance targets); and |
| ● | update the disclosures for equity instruments designated at fair value through other comprehensive income (FVOCI). |
The Group does not expect these amendments to have a material impact on its operations or financial statements.
- Annual improvements to IFRS – Volume 11 (effective for annual periods beginning on or after 1 January 2026):
The IASB has made the following improvements in September 2024:
| ● | IFRS 1, ‘First-time Adoption of International Financial Reporting’ – to improve consistency between IFRS 1 and IFRS 9, ‘Financial Instruments’, in relation to the requirements for hedge accounting, and to improve the understandability of IFRS 1; |
| ● | IFRS 7, ‘Financial Instruments: Disclosures’ – to improve consistency in the language used in IFRS 7 with the language used in IFRS 13, ‘Fair Value Measurement’; |
F-13
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
A Summary of material accounting policies information (Cont.)
New and amended standards adopted by the Group (Cont.)
| ● | IFRS 9 – to clarify how a lessee accounts for the derecognition of a lease liability when it is extinguished, and to address an inconsistency between IFRS 9 and IFRS 15, ‘Revenue from Contracts with Customers’, in relation to the term ‘transaction price’; |
| ● | IFRS 10, ‘Consolidated Financial Statements’ – to clarify the requirements in relation to determining de facto agents of an entity; and |
| ● | IAS 7, ‘Statement of Cash Flows’ – to replace the term ‘cost method’ with ‘at cost’, since the term is no longer defined in IFRS Accounting Standards. |
The Group determined that the amendments are not expected to materially impact the Group’s financial statements.
- Presentation and Disclosures in Financial Statements – IFRS 18 (effective for annual periods beginning on or after 1 January 2027).
IFRS 18 will replace IAS 1 Presentation of financial statements, introducing new requirements that will help to achieve comparability of the financial performance of similar entities and provide more relevant information and transparency to users.
Although the adoption of IFRS 18 will not have an impact on the Group´s net profit, the Group expects that grouping items of income and expenses in the statement of profit or loss into the new categories will impact on how operating profit is calculated and reported. From the high‑level impact assessment performed by the Group, it is expected that certain foreign exchange results may need to be disaggregated and presented within other foreign exchange result lines classified in the operating income/(loss) or the investing income/(loss) categories.
B Group accounting policies
(1) Subsidiaries and transactions with non-controlling interests
Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is exercised by the Company and are no longer consolidated from the date control ceases.
F-14
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(1) Subsidiaries and transactions with non-controlling interests (Cont.)
The acquisition method is used to account for the business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred or assumed at the date of exchange, and the equity interest issued by the Group. Acquisition-related costs are expensed as incurred. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any non-controlling interest in the acquiree is measured either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. Accounting treatment is applied on an acquisition by acquisition basis. The excess of the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized directly in the Consolidated Statement of Income.
Transactions with non-controlling interests that do not result in a loss of control are accounted as equity transactions with owners of the Company. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity. Material intercompany transactions, balances and unrealized gains and losses have been eliminated in consolidation. However, financial gains and losses from intercompany transactions may arise when the subsidiaries have different functional currencies. These financial gains and losses are included in the Consolidated Statement of Income under Financial income and Financial loss.
(2) Associates
Associates are all entities over which the Group has significant influence but not control, generally accompanying a shareholding of between
Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognize further losses, unless it has incurred obligations or made payments on behalf of the other entity.
Accounting policies of associates have been adjusted where necessary to ensure consistency with the policies adopted by the Group. The Company’s pro-rata share of earnings in associates is recorded in the Consolidated Statement of Income under Share of income / (loss) in associates and Share of other comprehensive income / (loss) from associates. The Company’s pro-rata share of changes in other reserves is recognized in the Consolidated Statement of Changes in Equity under Other Reserves.
F-15
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries
Detailed below are the subsidiaries of the Company, which have been consolidated in these Consolidated Financial Statements. The percentage of ownership refers to the direct and indirect ownership of CAAP in their subsidiaries at each period-end.
Holding companies
| Percentage of ownership at |
| |||||||||||
Country of | December 31, |
| |||||||||||
Company | | incorporation | | Local currency | | Main activity | | 2025 | | 2024 | | 2023 |
|
Abafor S.A. | Uruguay | UYU | Holding company | | % | | % | % | |||||
ACI Airport Sudamérica S.A.U. |
| Spain |
| EUR |
| Holding company |
| | % | | % | | % |
ACI Airports Italia S.A.U. |
| Spain |
| EUR |
| Holding company |
| | % | | % | % | |
America International Airports LLC (1) |
| USA |
| USD |
| Holding company |
| | % | | % | % | |
Anabe ITG S.L. (1) (9) | Spain | EUR | Holding company | | % | | % | | % | ||||
Barnsley ITG S.L. (1) (11) | Spain | EUR | Holding company | | % | | % | | % | ||||
Cargo & Logistics S.A. (1) (7) |
| Argentina |
| ARS |
| Holding company |
| | % | | % | | % |
Cedicor S.A. |
| Uruguay |
| UYU |
| Holding company |
| | % | | % | % | |
Cerealsur S.A. |
| Uruguay |
| UYU |
| Holding company |
| | % | | % | % | |
Corporación Aeroportuaria S.A. |
| Argentina |
| ARS |
| Holding company |
| | % | | % | | % |
Corporacion Africa Airports Nigeria Limited (9) | Nigeria | Naira | Holding company | | % | | % | | % | ||||
Corporación América Italia S.p.A. (8) |
| Italy |
| EUR |
| Holding company |
| | % | % | | % | |
Corporación América S.A.U. (7) |
| Argentina |
| ARS |
| Holding company |
| | % | | % | | % |
Corporación América Sudamericana S.A. (7) (14) |
| Argentina |
| ARS |
| Holding company |
| | % | | % | | % |
DICASA Spain S.A.U. (1) |
| Spain |
| EUR |
| Holding company |
| | % | % | % | ||
Inframérica Participaçoes S.A. (1) |
| Brazil |
| R$ |
| Holding company |
| | % | | % | | % |
Yokelet S.L. |
| Spain |
| EUR |
| Holding company |
| | % | % | % | ||
F-16
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries (Cont.)
Operating companies
| Percentage of ownership at |
| |||||||||||
Country of | December 31, |
| |||||||||||
Company | | incorporation | | Local currency | | Main activity | | 2025 | | 2024 | | 2023 |
|
Abuja Airport Concession Company (10) | Nigeria | Naira | Airports Operation | | % | | % | | % | ||||
ACI do Brasil S.A. (12) | Brazil | R$ | Airports Operation | | % | | % | | % | ||||
Aerocombustibles Argentinos S.A. (13) |
| Argentina |
| ARS |
| Fueling company |
| — | — | | % | ||
Aeropuerto de Bahía Blanca S.A. (7) |
| Argentina |
| ARS |
| Airports Operation |
| | % | | % | | % |
Aeropuertos Argentina 2000 S.A. (2) (7) (14) |
| Argentina |
| ARS |
| Airports Operation |
| | % | | % | | % |
Aeropuertos del Neuquén S.A. (7) |
| Argentina |
| ARS |
| Airports Operation |
| | % | | % | | % |
Armenia International Airports C.J.S.C. |
| Armenia |
| DRAM |
| Airports Operation |
| | % | % | % | ||
CAAirports International Services S.A. | Uruguay | UYU | Service company | | % | % | % | ||||||
Consorcio Aeropuertos Internacionales S.A. |
| Uruguay |
| UYU |
| Airports Operation |
| | % | % | % | ||
Enarsa Aeropuertos S.A. (7) |
| Argentina |
| ARS |
| Fuel plants |
| | % | | % | | % |
Inframérica Concessionária do Aeroporto de Brasilia S.A. (8) |
| Brazil |
| R$ |
| Airports Operation |
| | % | | % | | % |
Kano Airport Concession Company Limited (10) | Nigeria | Naira | Airports Operation | | % | | % | | % | ||||
Paoletti América S.A. (3) (7) (14) |
| Argentina |
| ARS |
| Service company |
| | % | | % | | % |
Puerta del Sur S.A. |
| Uruguay |
| UYU |
| Airports Operation |
| | % | % | % | ||
Servicios y Tecnología Aeroportuaria S.A. (7) (14) |
| Argentina |
| ARS |
| Service company |
| | % | | % | | % |
Sinatus S.A. | Uruguay | UYU | Service company | | % | | % | | % | ||||
TCU S.A. |
| Uruguay |
| UYU |
| Service company |
| | % | % | % | ||
Terminal Aeroportuaria Guayaquil S.A. (4) (11) |
| Ecuador |
| USD |
| Airports Operation |
| | % | | % | | % |
Texelrío S.A. (7) (14) | Argentina | ARS | Service company | | % | | % | | % | ||||
Toscana Aeroporti S.p.A.(5) (6) (8) | Italy | EUR | Airports Operation | | % | | % | | % | ||||
Villalonga Furlong S.A. (7) (14) |
| Argentina |
| ARS |
| Service company |
| | % | | % | | % |
(1) These companies do not have relevant net assets other than the share of ownership in the operating companies included in the table below.
(2)
(3)
(4)
(5)
F-17
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries (Cont.)
(6)
(7)
(8) On May 28, 2025, CAAP entered into a transaction agreement whereby DICASA acquired the remaining
(9) Holding company part of the structure related to the future Nigerian concessions (Note 26.b).
(10)
(11) Holding company incorporated under CAER in December 2023, becoming shareholder of TAGSA. In April 2024, CAER sold Barnsley to CAAP.
(12)
(13) In September 2024, CASA sold its participation in AEAR.
(14) In October 2025, Cedicor S.A. acquired the non-controlling participation of CAS. As consequence, indirectly the participation of CAS’s subsidiaries has increased. Additionally, in December 2025, CAS was relocated from Panama to Argentina.
F-18
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries (Cont.)
Summarized financial information in respect of each of the Group’s subsidiaries that has most significant non-controlling interests is set below. The summarized financial information below represents amounts before intragroup elimination.
| TA | |||||
| December 31, | December 31, |
| December 31, | ||
| 2025 | | 2024 | | 2023 | |
Non-current assets | | | — | |||
Current assets |
| |
| |
| — |
Total assets |
| |
| |
| — |
Non-current liabilities |
| |
| |
| — |
Current liabilities |
| |
| |
| — |
Total liabilities |
| |
| |
| — |
Equity |
| |
| |
| — |
Revenue |
| |
| |
| |
Gross income |
| |
| |
| |
Operating income |
| |
| |
| |
Financial results |
| ( |
| ( |
| ( |
Share of income in associates |
| |
| |
| |
Income tax |
| ( |
| ( |
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Net income |
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Other comprehensive income / (loss) for the year |
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Total comprehensive income for the year |
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Dividends paid | ( | ( | ( | |||
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(Used in) / provided by investing activities |
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Used in financing activities |
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F-19
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries (Cont.)
TAGSA | ||||||
| December 31, | December 31, |
| December 31, | ||
| 2025 | | 2024 | | 2023 | |
Non-current assets | | | — | |||
Current assets |
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Total assets |
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Non-current liabilities |
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Current liabilities |
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Total liabilities |
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Equity |
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Revenue |
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Gross profit |
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Operating income |
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Financial results |
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Income tax |
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Net income |
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Other comprehensive (loss) / income for the year |
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Total comprehensive income for the year |
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Dividends paid |
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Increase / (decrease) in cash |
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Provided by operating activities |
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Used in investing activities |
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Used in financing activities |
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F-20
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries (Cont.)
ICAB | ||||||
December 31, | December 31, |
| December 31, | |||
| 2025 | | 2024 | | 2023 | |
Non-current assets | | | — | |||
Current assets |
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Total assets |
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Non-current liabilities |
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Current liabilities |
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Total liabilities |
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Equity |
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Revenue |
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Gross profit |
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Operating income |
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Financial results |
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Income tax |
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Net loss |
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Other comprehensive (loss) / income for the year |
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Total comprehensive (loss) / income for the year |
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Increase / (decrease) in cash |
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Provided by operating activities |
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Used in investing activities |
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Used in financing activities |
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F-21
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
B Group accounting policies (Cont.)
(3) List of Subsidiaries (Cont.)
AA2000 | ||||||
December 31, | December 31, |
| December 31, | |||
| 2025 | | 2024 | | 2023 | |
Non-current assets | | | — | |||
Current assets |
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Total assets |
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Non-current liabilities |
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Current liabilities |
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Total liabilities |
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Equity |
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Revenue |
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Gross profit |
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Operating income |
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Financial results |
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Income tax |
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Net income |
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Other comprehensive (loss) / income for the year |
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Total comprehensive income / (loss) for the year |
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Dividends paid | ( | ( | — | |||
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Increase / (decrease) in cash |
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Provided by operating activities |
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Used in investing activities |
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Used in financing activities |
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F-22
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
C Foreign currency translation
(1) Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”).
The Consolidated Financial Statements are presented in USD, which is the Company’s functional currency and the Group’s presentation currency.
(2) Transactions in currencies other than the functional currency
Transactions in currencies other than the functional currency are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuations where items are re-measured.
At the end of each reporting period: (i) monetary items denominated in currencies other than the functional currency are translated using the closing rates; (ii) non-monetary items that are measured in terms of historical cost in a currency other than the functional currency are translated using the exchange rates prevailing at the date of the transactions; and (iii) non-monetary items that are measured at fair value in a currency other than the functional currency are translated using the exchange rates prevailing at the date when the fair value was determined. If such transactions occurred in a company applying IAS 29 “Financial Reporting in Hyperinflationary Economies”, after the above-mentioned translation, transactions are re-expressed in terms of the measuring unit current at the end of the reporting period.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at the end of each period exchange rates of monetary assets and liabilities denominated in currencies other than the functional currency are recorded as follows:
- | Exchange differences arising from foreign currency loans are recognized on a net aggregate basis in the Financial loss line of the Consolidated Statement of Income. |
- | Other exchange differences are recognized on a net aggregate basis in Financial income or Financial loss in the Consolidated Income Statement, depending on whether they are gains or losses at net level on a quarterly basis. |
Foreign exchange gains and losses derived from the net monetary position in subsidiaries applying IAS 29 are presented in real (inflation-adjusted) terms.
(3) Translation of financial information in currencies other than the Company’s functional currency
Income and expenses of the subsidiaries whose functional currencies are not the USD and are not in a hyperinflationary economy, are translated into USD at average exchange rates on a quarterly basis. Assets and liabilities for each balance sheet presented are translated at the balance sheet date exchange rates.
All figures (income, expenses, assets and liabilities) of the subsidiaries whose functional currencies are the one of a hyperinflationary economy, are translated into USD at the balance sheet date exchange rates, considering that all items are expressed in terms of the measuring unit current at the end of the reporting period.
Translation differences are recognized in the Consolidated Statement of Comprehensive Income as “Currency translation adjustment”. As of December 31, 2025, 2024 and 2023, the Company recognized a translation (loss)/income of USD (
F-23
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
D Intangible assets
(1) Concession Assets
The Group, through its subsidiaries has been awarded the concession for the administration and operation of the following airports:
- | PDS and CAISA of major airports in Uruguay (Montevideo and Punta del Este) as well as six regional airports under the concession of PDS. |
- | TA operates Florence and Pisa airports. |
- | ICAB and ICASGA of Brasilia and São Gonçalo do Amarante airports, respectively. As mentioned in Note 26.b, the concession of the São Gonçalo do Amarante airport was handed to a new concessionaire. |
- | TAGSA of Guayaquil airport, “José Joaquin de Olmedo”. |
- | AA2000 of |
- | BBL of Bahía Blanca airport in Argentina. |
- | ANSA of Neuquén airport in Argentina. |
- | AIA of the “Zvartnots” International Airport of Yerevan and Shirak Airport, Republic of Armenia. |
The concession agreements are accounted for in accordance with the principles included in IFRIC 12 “Service Concession Arrangements”. The Group recognized an intangible asset for:
a) | Fixed fees payables as the result of the acquisition of the right (license) to charge users for the service of airport concession (see Note 23), |
b) | Right to obtain benefits for services provided using the assets built under the concession contracts. |
If the Company has an unconditional contractual right to receive cash or another financial asset from, or at the direction of, the grantor for the construction services; and the grantor has little, if any, discretion to avoid payment, usually because the agreement is enforceable by law, the Company recognizes a financial asset measured at fair value through profit or loss under Other financial assets at fair value through profit or loss in the Consolidated Statement of Financial Position.
Acquisitions correspond, according to the terms of the Concession contract, to the improvements of existing infrastructure assets to increase their useful life or capacity, or the construction of new infrastructure assets.
General and specific borrowing costs, attributable to the acquisition, construction or production of assets that necessarily take a substantial period to get ready for their intended use, rental or sale are added to the cost of such assets until the assets are substantially ready to be used, rented or sold.
As part of the obligations arising from the concession agreements, the Group provides construction or upgrade services. IFRIC 12 “Service Concession Arrangements” requires recognition of revenues and costs from the construction or upgrade services provided. The fair value of the construction or upgrade service is equal to the construction or upgrade costs plus a reasonable margin determined for each concession.
The intangible asset for infrastructure under each concession agreement is amortized over the contract term in accordance with an appropriate method reflecting the rate of consumption of the concession asset’s economic benefits as from the date the infrastructure is brought into service.
F-24
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
D Intangible assets (Cont.)
(1) Concession Assets (Cont.)
The concession fee paid to the grantor under the concession agreements is recognized depending on the terms defined in the concession agreement:
a) | Fixed concession fee is recognized at the beginning of the concession as it is reliably measurable, as a counterpart an intangible asset is recognized, this type of fee is independent from the revenue. |
b) | Variable fees payable that are defined as a percentage over certain revenue streams are recognized on a monthly basis in the Consolidated Statement of Income. |
Each operating company is responsible for obtaining the necessary guarantees for the commitments assumed in each concession. They are mostly covered by insurance that is paid in advance and it is recorded in Other receivables, and is accrued over the life of the coverage.
Main commitments under each concession agreement are included in Note 26 b.
(2) Goodwill
Goodwill represents the excess of the acquisition cost over the fair value of the Group’s share of net identifiable assets, liabilities and contingent liabilities acquired as part of business combinations determined by management. Goodwill impairment reviews are performed annually or more frequently if events or changes in circumstances indicate a potential impairment. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. Impairment losses on goodwill are not reversed. Goodwill, net of impairment losses, if any, is included in the Consolidated Statement of Financial Position under Intangible assets, net. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each CGUs of a subsidiary or group of subsidiaries that are expected to benefit from such business combination.
(3) Other intangible assets
An intangible asset purchased or produced internally is booked among Assets, as required by IAS 38, only if it can be identified and controlled, and if it is possible to predict the generation of future economic benefits and if its cost can be determined reliably.
Intangible assets with finite lives are valued at purchase or production cost less accumulated amortization and impairment losses. Amortization is determined by making reference to the period of its estimated useful life and starts when the asset is available for use.
E Property, plant and equipment
Property, plant and equipment is recognized at historical acquisition or construction cost less accumulated depreciation and impairment losses; historical cost includes expenses directly attributable to the acquisition of the items.
Major overhaul and rebuilding expenditures are capitalized as property, plant and equipment only when it is probable that future economic benefits associated with the item will flow to the Group and the investment enhances the condition of assets beyond its original condition.
F-25
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
E Property, plant and equipment (Cont.)
Depreciation is calculated using the straight-line method to allocate the cost of each asset to its residual value over the estimated useful life, as follows:
Buildings and improvements | | years | |
Plant and production equipment | years | ||
Vehicles, furniture and fixtures, and other equipment | years |
The residual values and useful lives of significant property, plant and equipment are reviewed and adjusted, if appropriate, at each year-end date.
Gain and losses on disposals are determined by comparing the proceeds with the carrying amount and are included in Other operating income / (expense) in the Consolidated Statement of Income.
F Assets classified as held for sale
Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell.
An impairment loss is recognized for any initial or subsequent write-down of the asset to fair value less costs to sell. A gain is recognized for any subsequent increases in fair value less costs to sell of an asset, but not in excess of any cumulative impairment loss previously recognized. A gain or loss not previously recognized by the date of the sale of the non-current asset is recognized at the date of derecognition.
Non-current assets (including those that are part of a disposal group) are not depreciated or amortized while they are classified as held for sale.
G Inventories
Inventories are stated at the lower of cost and net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses. The cost of inventories is based on the weighted averaged principle and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and condition.
If applicable, the Group establishes an allowance for obsolete or slow-moving inventory related to finished goods. For slow moving or obsolete finished products, an allowance is established based on management’s analysis of product aging.
H Trade and other receivables and contract assets
Trade and other receivables are initially recognized at the amount of consideration that is unconditional, unless they contain significant financing components when they are recognized at fair value. They are subsequently measured at amortized cost using the effective interest method, less loss allowance. See Note 3.A (ii) for a description of the Group’s impairment policies.
A construction contract is a contract specifically negotiated for the construction of an asset. When the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are acknowledged by the percentage of completion method. A contract asset is initially recognized for unbilled work in progress. Upon completion of the work and acceptance by the customer, the amount recognized as contract assets is reclassified to trade receivables.
F-26
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
I Cash and cash equivalents
Cash and cash equivalents are comprised of cash in banks, mutual funds and short-term investments with an original maturity of three months or less at the date of purchase which are readily convertible to known amounts of cash.
In the Consolidated Statement of Financial Position, bank overdrafts are included in Borrowings in current liabilities. For the purposes of the Consolidated Statement of Cash Flows, cash and cash equivalents includes bank overdrafts if the overdraft is repayable on demand and is integral to the Group’s cash management.
J Equity
(1) Equity components
The Consolidated Statement of Changes in Equity includes:
- | The share capital, share premium, legal reserve, free distributable reserves and non-distributable reserves calculated in accordance with Luxembourg Law; |
- | The treasury shares, currency translation adjustment, other reserves, retained earnings and non-controlling interest. |
(2) Share capital
Share capital is stated at nominal value. As of December 31, 2025 share capital was USD
All issued shares are fully paid.
The authorized capital of the Company is set at USD
Pursuant to Luxembourg regulations, contributions in kind made by shareholders must be at fair value and might be considered as Free Distributable Reserve.
(3) Dividend distributions by the Company to shareholders
Dividend distributions are recorded in the Company’s financial statements as a provision when Company’s shareholders have the right to receive the payment, or when interim dividends are approved by the Board of Directors in accordance with the by-laws of the Company. Dividends may be paid by the Company to the extent that it has distributable retained earnings, calculated in accordance with Luxembourg law (see Note 26.c).
(4) Other reserves
SCF’s airport business was historically conducted through a large number of entities as to which there was no single holding entity but which were separately owned by entities directly or indirectly controlled by SCF during all the periods presented. In order to facilitate the Company’s initial public offering, in 2016 SCF completed a reorganization (the “Reorganization”) whereby, each of the operating and holding entities under SCF’s common control, were ultimately contributed to the Company.
The reorganization was accounted for as a reorganization of entities under common control, using the predecessor cost method. The net effect was recorded in Equity under Other Reserves. Moreover, in 2016, and considering that the shares of America International Airports LLC were contributed to the Free Distributable Reserves of the Company at the fair value a significant negative amount was included in Other Reserves to reflect the reduction to the predecessor’s cost of the shares.
Other reserves also include the share-based payment reserve constituted in connection with the creation of a management share compensation program as explained in Note 30 as well as cash flow hedge reserve net of income tax (Note 3.A.i.b).
F-27
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
J Equity (Cont.)
(5) Non-controlling interest
The Group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the Group. A change in ownership interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognized in Other reserves within equity attributable to owners of the Company.
K Borrowings
Borrowings are recognized initially at fair value, net of transaction costs incurred. Subsequently borrowings are measured at amortized cost.
Fees paid on the establishment of loan facilities are recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.
In the event of debt renegotiations, if the exchange of debt instruments between the financial creditor and the Group is concluded under substantially different conditions or entails a substantial modification of the conditions, considering both quantitative and qualitative factors, the existing financial liability is de-recognized as an extinguishment of the original liability and a new liability is recognized. Otherwise, the original liability should not be extinguished, but should be considered as a modification, adjusting its measurement in relation to the new terms and conditions.
L Current and Deferred income tax
The tax expense for the year comprises current and deferred tax. Tax is recognized in the Consolidated Statement of Income, except for tax items recognized in the Consolidated Statement of Comprehensive Income.
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group entities operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation and considers whether it is probable that a taxation authority will accept an uncertain tax treatment. The Group measures its tax balances either based on the most likely amount or the expected value, depending on which method provides a better prediction of the resolution of the uncertainty.
Deferred income taxes is recognized applying the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. The principal temporary differences arise from intangible assets adjusted for the effects of IAS 29 in the Argentinian subsidiaries, and the effect of valuation on fixed assets, inventories and provisions. Deferred tax assets are also recognized for tax losses carry-forwards. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the time period when the asset is realized or the liability is settled, based on tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax assets are recognized to the extent it is probable that future taxable income will be available against which the temporary differences can be utilized.
F-28
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
L Current and Deferred income tax (Cont.)
Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
At the end of each reporting period, CAAP reassesses unrecognized deferred tax assets. The Group recognizes a previously unrecognized deferred tax asset to the extent that it has become probable that future taxable income will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
In order to determine the net taxable income of Argentine subsidiaries at the end of each year, the tax inflation adjustment determined in accordance with articles No. 95 to No. 98 of the income tax law has been incorporated into the tax results, due to the fact that as of December 31, 2025, 2024 and 2023 the accumulated price index variation for the last
M Employee benefits
Compensation to employees in the event of dismissal is charged to profit or loss of the year in which it becomes payable.
Short-term obligations
Liabilities for wages and salaries, including non-monetary benefits and annual leave that are expected to be settled wholly within twelve months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current in Salary payable in Other liabilities.
Long-term employee benefits
Some entities of the Group have long term employee benefits that are unfunded defined benefit plan in accordance with IAS 19 - “Employee Benefits”.
The company calculates annually the provision for employee retirement cost based on actuarial calculations performed by independent professionals using the Projected Unit Credit Costs method. The present value of the defined benefit obligations at each year-end is calculated discounting estimated future cash outflows at an annual rate equivalent to the average rate of high-quality corporate bonds, which are denominated in the same currency in which the benefits will be paid, and whose terms approximate the terms of the pension obligations.
The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation.
Service cost and interest cost are recognized in the Consolidated Statement of Income, while actuarial gains and losses arising from changes in actuarial assumptions are recognized in the Consolidated Statement of Comprehensive Income.
Actuarial assumptions include variables such as, in addition to the discount rate, death rate, age, sex, years of service, current and future level of salaries, turnover rates, among others.
F-29
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
M Employee benefits (Cont.)
Long-term employee benefits (Cont.)
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss as past service costs.
Share-based payments
Share-based compensation benefits are provided to employees via the Management Share Compensation Plan. Information related to this plan is set out in Note 30.
In the case the Company receives employees’ services as consideration for its own equity instruments the share-based payments transaction is considered equity-settled while if services are acquired by incurring a liability to transfer cash or other assets for those services based on the price of its own equity instruments the transaction is considered cash-settled.
The fair value of shares granted to employees under the share compensation plan is recognized as an expense over the relevant service period considering specified performance targets to be met while the employee is rendering the service required, being the year to which the service relates and the vesting period of the shares. The fair value is measured at the grant date of the shares, using the Company’s share market price, and is recognized in equity in the share-based payment reserve in line Other Reserves.
The number of shares expected to vest is estimated based on the non-market vesting conditions. The estimates are revised at the end of each reporting period, and adjustments are recognized in profit or loss and the share-based payment reserve.
Where shares are forfeited due to a failure by the employee to satisfy the service or performance conditions, any expenses previously recognized in relation to such shares are reversed effective from the date of the forfeiture.
The shares under the plan are held as treasury shares until they are delivered to employees.
N Provisions
Provisions for legal claims and other charges are recognized when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources will be required to settle the obligation and; the amount has been reliably estimated.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as financial loss.
The concession agreements in the different jurisdictions include certain commitments that each company must comply with. These commitments can be grouped in two categories:
| - | Works that can be classified as standard maintenance of the infrastructure, which are expensed as incurred. |
| - | Major scheduled maintenance and refurbishments of the infrastructure in the future. |
Since IFRIC 12 does not recognize infrastructure as property, plant and equipment, rather as a right to charge customers for the use of the infrastructure, major refurbishments and renewals to be performed in future years to maintain or restore the infrastructure asset to its level of functionality, operation and safety should be recognized in accordance with IAS 37 - Provisions, Contingent Liabilities and Assets (unless the grantor agrees to reimburse the operator). Provision is recorded at the best estimate of the amount of the expenditure expected to be incurred to perform the major overhaul or restoration work, discounted using a rate that reflects time value of money and risks involved.
F-30
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
O Trade payables
Trade payables are initially recognized at fair value, generally the nominal invoice amount and are subsequently measured at amortized cost using the effective interest method.
P Concession fee payable
Each concession agreement determines different types of concession fees to be paid to the corresponding regulatory authority. Fees could be fixed or variable. Some concession agreements establish both a minimum fixed payment, and an additional variable amount if certain conditions are met (such as a minimum number of passengers, among others).
For those concession agreements that require payment of a fixed amount, the Company recognized the obligation at present value. The increase in the provision due to the passage of time is recognized in financial results. The variable concession fees paid to the grantor derived from the concession agreements are recognized as cost of the period. The fixed concession fee payable is capitalized at the inception of the agreement as concession assets- intangible asset.
Q Leases / Sub-concession of spaces
The Group as a lessee
The Group acts as a lessee renting various offices, equipment and cars.
Contracts may contain both lease and non-lease components. The Group allocates the consideration in the contract to the lease and non-lease components based on their relative stand-alone prices.
Leases are recognized as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the lease term on a straight-line basis. If the Group is reasonably certain to exercise a purchase option, the right-of-use asset is depreciated over the underlying asset’s useful life.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
| - | fixed payments (including in-substance fixed payments), less any lease incentives receivable, |
| - | variable lease payment that are based on an index or a rate, |
| - | amounts expected to be payable by the lessee under residual value guarantees, |
| - | the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and |
| - | payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option. |
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
If a readily observable amortizing loan rate is available to the individual lessee (through recent financing or market data) which has a similar payment profile to the lease, then the group entities use that rate as a starting point to determine the incremental borrowing rate.
F-31
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
Q Leases / Sub-concession of spaces (Cont.)
The Group as a lessee (Cont.)
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Right-of-use assets are measured at cost comprising the following:
| - | the amount of the initial measurement of lease liability, |
| - | any lease payments made at or before the commencement date less any lease incentives received, |
| - | any initial direct costs, and |
| - | restoration costs. |
Payments associated with short-term leases, leases of low-value assets and variable leases that do not depend on an index or rate are recognized on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less.
The Group as a lessor
The Group acts as a lessor regarding leases and sub-concession of spaces with third parties at its airport facilities.
As a lessor the Group classifies its leases as either operating or finance leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership of the underlying asset, and classified as an operating lease if it does not.
Lease income from operating leases where the Group is a lessor is recognized in income on a straight-line basis over the lease term. The respective leased assets are included in the balance sheet based on their nature.
R Revenue recognition
Revenue is recognized when control over a good or service is transferred to customer and thus when the latter has the ability to direct the use and obtain the benefits from the good or service. Revenue is recognized either over time or at a point in time, when (or as) the Group satisfies performance obligations by transferring the promised services or goods to its customers.
Group revenue arises mainly from airports operations and includes:
Aeronautical revenues
These revenues are those generally regulated under each airport’s concession agreement. They consist of passengers’ departure fees, landing, parking and other fees paid by the airlines.
Revenue from aeronautical services, derived from the use of airport facilities by aircraft and passengers, is recognized over time as the services are provided. The Group considers that it has completed its performance obligations when the services (for instance passenger fee rate, landing rates, platform use fees, among others) are rendered to its customers. The Group does not defer collection terms in excess of the normal market terms, so there is no need to distinguish between a commercial component and a revenue interest component.
F-32
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
R Revenue recognition (Cont.)
Non-aeronautical revenues
| - | Commercial revenues: those are typically not regulated under the applicable concession agreement. Commercial revenues are leases and/or rent fees from retail (including duty free), food and beverage, services and car rental companies, advertising, car parking, fueling charges and cargo fees, among others. |
| - | Construction service revenues: IFRIC 12 requires to recognize revenues and costs from the construction or upgrade services provided. Construction service revenue equals the construction or upgrade costs plus a reasonable margin determined according to the analysis performed by each concession. |
Under the terms of IFRIC 12 “Service Concession Arrangements”, a concession operator may have a twofold activity:
| - | a construction activity in respect of its obligations to design, build and finance a new asset that it delivers to the grantor; |
| - | an operating and maintenance activity in respect of concession assets. |
Revenue from non-aeronautical activities such as commercial revenue (excluding sale of goods, leases and sub-concession of spaces) and construction services are recognized over time. The Group considers that it has completed its performance obligations when the services (such as warehouse use fees, parking facilities and VIP lounges) are rendered to its customers or construction costs are incurred.
Revenue from sale of goods, mainly fueling, is recognized at a point in time when control of the goods is transferred to the customer and the customer obtains the benefits from the goods. The Group considers that it has completed its performance obligations when the goods are supplied to its customers.
The Group recognizes contract liabilities for consideration received in respect of unsatisfied performance obligations and reports these amounts as Other liabilities in the Consolidated Statement of Financial Position. Similarly, if the Group satisfies a performance obligation before it receives the consideration, the Group recognizes either a contract asset or a receivable in its Consolidated Statement of Financial Position, depending on whether something other than the passage of time is required before the consideration is due.
Revenue is shown net of value-added tax and discounts. Intercompany balances with subsidiaries have been eliminated in consolidation.
S Cost of services and other expenses
Cost of services and other expenses are accrued and recognized in the Consolidated Statement of Income.
Construction service cost: IFRIC 12 requires recognition of revenues and costs from the construction or upgrade services provided.
Commissions, freight and other selling expenses, including services and fees, office expenses and maintenance, are recorded in Selling, general and administrative expenses in the Consolidated Statement of Income.
T Government grants
Government grants are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions during the fiscal year where the grant is recognized.
Government grants relating to costs are deferred and recognized in profit or loss over the period necessary to match them with the costs that they are intended to compensate.
F-33
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
T Government grants (Cont.)
A government grant that becomes receivable as a compensation for expenses or losses already incurred, or for the purpose of giving immediate support to the Group, with no future related costs, shall be recognized in profit or loss of the period in which it becomes receivable.
Grants related to income are presented as part of profit or loss, either separately or under a general heading such as Other operating income; alternatively, they are deducted from the related expense.
Grants related to assets, including non-monetary grants at fair value, are presented in the Consolidated Statement of Financial Position, either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset.
U Financial instruments
Non-derivative financial instruments comprise investments in debt instruments, corporate bonds, time deposits, trade and other receivables, cash and cash equivalents, borrowings, and trade and other payables.
The Group classifies its financial assets in the following measurement categories:
(i) | Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. Interest income from these financial assets is included in financial income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other financial income/ (loss) together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the Consolidated Statement of Income. |
(ii) | FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other financial income/ (loss). Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other financial income/ (loss) and impairment expenses are presented as separate line item in the Consolidated Statement of Income. |
(iii) | FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within other financial income/ (loss) in the period in which it arises. |
The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
V Derivative financial instruments
Derivatives are initially recognized at fair value on the date a derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument and, if so, the nature of the item being hedged. The group designates certain derivatives as hedges of a particular risk associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges), to hedge some of the existing and future interest rate risks through interest rate swaps.
F-34
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
V Derivative financial instruments (Cont.)
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized as Other comprehensive income / (loss) for the year in the Other reserve line within equity without affecting profit or loss. Deferred taxes on the fair values of cash flow hedges are also recorded in shareholders’ equity. The effectiveness of the cash flow hedges is assessed on a regular basis. Ineffective cash flow hedges are recorded in the income statement through profit or loss under interest income or interest expense. The gain or loss relating to the effective portion of the interest rate swaps hedging variable rate borrowings is recognized in profit or loss within finance result at the same time as the interest expense on the hedged borrowings.
Changes in the fair value of any derivative instrument that does not qualify for hedge accounting are recognized immediately in profit or loss and are included in Financial income or Financial loss line.
Derivatives are classified as “held for trading” for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period.
Derivative financial instruments as of December 31, 2025 are classified within Level 2 and as of December 31, 2024 are classified within Level 2 and Level 3 of the fair value hierarchy.
W Segment information
Operating segments are reported in a manner consistent with the internal reporting provided to the CODM, which is the Group’s Board of Directors. The CODM is responsible for allocating resources and assessing performance of the operating segments. The operating segments are described in Note 4.
For management purposes, the Company analyzes its business based on strategic business units providing airport and non-airport services to clients in the different countries where business units are located. Assets, liabilities and results from holding companies are included as Unallocated.
X Application of IAS 29 in financial reporting of Argentine subsidiaries and associates
IAS 29 “Financial Reporting in Hyperinflationary Economies” requires that the financial statements of entities whose functional currency is that of a hyperinflationary economy to be adjusted for the effects of changes in a suitable general price index and to be expressed in terms of the current unit of measurement at the closing date of the reporting period, regardless of whether they are based on the historical cost method or the current cost method. Accordingly, the inflation produced from the date of acquisition or from the revaluation date, as applicable, must be computed in the non-monetary items.
In order to conclude whether an economy is categorized as hyperinflationary in the terms of IAS 29, the standard details a series of factors to be considered, including the existence of a cumulative inflation rate in three years that approximates or exceeds 100%. Considering that the inflation in Argentina has exceeded the 100% three-year cumulative inflation rate in July 2018, and that the rest of the indicators do not contradict the conclusion that Argentina should be considered a hyperinflationary economy for accounting purposes, the Group understands that there is sufficient evidence to conclude that Argentina is a hyperinflationary economy under the terms of IAS 29 as from July 1, 2018, and, accordingly, it has applied IAS 29 as from that date in the financial reporting of its subsidiaries and associates with the ARS as functional currency.
The inflation adjustment was calculated by means of conversion factor derived from the Argentine price indexes published by the INDEC.
F-35
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
X Application of IAS 29 in financial reporting of Argentine subsidiaries and associates (Cont.)
The FACPCE issued Resolution JG 539/18, which prescribes the indices to be used by entities with a functional currency of the ARS for the application of the restatement procedures. These indices are largely based on the Wholesale Price Index for periods up to December 31, 2016 and the Retail Price Index thereafter.
The price index as of December 31, 2025, was
The main procedures for the above-mentioned adjustment are as follows:
| ● | Monetary assets and liabilities which are carried at current amounts at the balance sheet date are not restated because they are already expressed in terms of the monetary unit current at the balance sheet date. |
| ● | Non-monetary assets and liabilities which are not carried at current amounts at the balance sheet date, and components of shareholders’ equity are adjusted by applying the relevant conversion factors at the date of the transactions. |
| ● | All items in the statement of income are restated by applying the relevant conversion factors. |
| ● | The effect of inflation on the Company’s net monetary position is included in Inflation adjustment in the Consolidated Statement of Income. Exchange rate gains and losses derived from the net monetary position are presented in real (inflation-adjusted) terms. |
| ● | The ongoing application of the re-translation of comparative amounts to closing exchanges rates under IAS 21 and the hyperinflation adjustments required by IAS 29 will lead to a difference in addition to the difference arising on the adoption of hyperinflation accounting. This is because the rate at which the hyperinflationary currency depreciates against a stable currency is rarely equal to the rate of inflation. The inflation adjustment and the translation of the current period is included in Currency translation adjustment in Other comprehensive income / (loss) for the year line. |
Y Critical accounting estimates and judgments
Critical accounting estimates are those that require management to make significant judgments and estimates about matters that are inherently uncertain. Management bases its estimates on historical experience and other assumptions that it believes are reasonable. Actual results could differ from estimates used in employing the critical accounting policies and these could have a material impact on the Group’s results of operations.
The Group’s critical accounting estimates are discussed below.
(a) | Impairment testing |
At the date of each statement of financial position, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets with finite useful lives to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent, if any, of the impairment loss. Assets that have an indefinite useful life or assets not ready to use are not subject to amortization and are tested annually for impairment.
F-36
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
2 Basis of presentation and accounting policies (Cont.)
Y Critical accounting estimates and judgments (Cont.)
(a) | Impairment testing (Cont.) |
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash-generating units or CGUs). As mentioned in Note 12, the Company performed impairment tests for those assets with impairment indicators based on the discounted cash flow model covering the remaining concessions periods (value in use), considering significant assumptions that required management judgment related to passenger growth rates and discount rate, combined with historical data. An impairment loss, if applicable, is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. Prior impairments of non-financial assets (other than goodwill) are reviewed for possible reversal at each reporting date. A previously recognized impairment loss of non-financial assets (other than goodwill) is reversed if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the reversal of the previously recognized impairment loss is recognized in the Consolidated Statement of Income.
(b) | Income taxes |
The Group is subject to income taxes in numerous jurisdictions. Significant judgment is required in determining the worldwide provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made.
Deferred tax is recognized, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled.
Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable income will be available to allow all or part of the asset to be settled. Deferred tax assets and liabilities are not discounted. In assessing the recoverability of deferred tax assets, management considers whether it is probable that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
(c) | Concession - application of IFRIC 12 |
The Group has carried out a comprehensive implementation of the standards applicable to the accounting treatment of their concession and has determined that, among others, IFRIC 12 is applicable. The Group treats their investments related to improvements and upgrades to be performed in connection with the concession obligation under the intangible asset model established by IFRIC 12, as all investments required by the concession obligation, regardless of their nature, directly increase the maximum tariff per traffic unit. Accordingly, all amounts invested under the concession obligation have a direct correlation to the amount of fees the Group will be able to charge each passenger or cargo service provider, and thus, a direct correlation to the amount of revenues the Group will be able to generate. As a result, the Group defines all expenditures associated with investments required by the concession obligation as revenue generating activities given that they ultimately provide future benefits, whereby subsequent improvements and upgrades made to the concession are recognized as intangible assets based on the principles of IFRIC 12. Additionally, compliance with the committed investments per the Master Development Programs is mandatory, as well as the fulfillment of the maximum tariff and therefore, in case of a failure to meet any one of these obligations, the Group could be subject to sanctions and the concessions could be revoked.
F-37
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management
The Group’s operations expose it to a variety of risks, mainly related to market risks (including the effects of changes in foreign currency exchange rates and interest rates), credit risk and liquidity risk. The Group manages its financial risk exposure independently at each operating subsidiary, however, decisions are discussed by the BOD members. The most significant financial risks to which the Group is exposed are detailed below.
AFinancial Risk Factors
(i) | Market risk |
a) | Foreign exchange risk |
The Group operates in a number of countries throughout the world and consequently is exposed to foreign exchange rate risk. In addition, the Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk.
In order to manage foreign exchange risk, the Group has a strategy based on minimizing net positions of assets and liabilities denominated in foreign currencies together with the use of derivative financial instruments.
During last years the Argentine monetary authority imposed certain exchange rate restrictions, which also affect the value of foreign currency in alternative markets for certain restricted exchange rate transactions in the official market. During 2025 and 2024, even though some measures have remained in force, the BCRA continued the gradual easing of these restrictions (Note 3.A.v).
Considering this situation, the Company continues to assess the evolution of the above-mentioned variables and any other factors in its Argentine subsidiaries in order to identify the unforeseen potential effects that could alter its business and performance.
The value of the Group’s financial assets and liabilities is subject to changes arising out of the variation of foreign currency exchange rates. A significant majority of the Group’s business activities are conducted in the respective functional currencies of the subsidiaries. However, the Group transacts in currencies other than the respective functional currencies of the subsidiaries. There are material monetary balances held by the Group companies at each period-end that are denominated in other currencies (non-functional currency). The following table provides a breakdown of the Group’s main monetary net assets and liabilities which impact the Group’s profit and loss:
| As of December 31, | | As of December 31, | |
Currency Exposure / Functional currency | 2025 | 2024 | ||
USD / ARS |
| ( |
| ( |
USD / DRAM |
| |
| |
USD / EUR | | | ||
EUR / DRAM |
| |
| |
EUR / ARS | ( | ( |
F-38
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
A. | Financial Risk Factors (Cont.) |
(i) | Market risk (Cont.) |
a) | Foreign exchange risk (Cont.) |
The relevant exposures correspond to:
◾ USD / ARS
As of December 31, 2025 and 2024 consisting primarily of USD - denominated net monetary assets and liabilities at certain Argentine subsidiaries which functional currency is the ARS. A depreciation of
◾ USD / DRAM
As of December 31, 2025 and 2024 consisting primarily of USD - denominated net monetary assets and liabilities at the Armenian subsidiaries which functional currency is the DRAM. A depreciation of
◾ USD / EUR
As of December 31, 2025 and 2024 consisting primarily of USD - denominated net monetary assets and liabilities at the European subsidiaries which functional currency is the EUR. An appreciation of
◾ EUR / DRAM
As of December 31, 2025 and 2024 consisting primarily of EUR - denominated net monetary assets and liabilities at the Armenian subsidiaries which functional currency is the DRAM. A depreciation of
◾ EUR / ARS
As of December 31, 2025 and 2024 consisting primarily of EUR - denominated net monetary assets and liabilities at certain Argentinian subsidiaries which functional currency is the ARS. A depreciation of
b) | Interest rate risk |
The Group’s interest rate risk principally arises from long-term borrowings (Note 22). Borrowings issued at variable rates expose the Group to the risk that the actual cash flows differ from those expected. Borrowings issued at fixed rates expose the Group to the risk that the fair values of these differ from those expected. The Group manages this risk by maintaining an appropriate mix between fixed and floating rate interest bearing liabilities.
These activities are evaluated regularly to determine that the Group is not exposed to interest rate movements that could adversely impact its ability to meet its financial obligations and to comply with its borrowing covenants.
F-39
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
| A. | Financial Risk Factors (Cont.) |
(i) | Market risk (Cont.) |
(b) | Interest rate risk (Cont.) |
The following table shows a breakdown of the Group’s fixed-rate and floating-rate borrowings as of December 31, 2025 and 2024.
| At December 31, | |||
| | 2025 | | 2024 |
Fixed rate (*) | | | ||
Variable rate |
| |
| |
| |
| | |
(*) As of December 31, 2025 includes USD
The Group estimates that, other factors being constant, a
This sensitivity analysis provides only a limited, point-in-time view of this market risk sensitivity of certain of the Group’s financial instruments. The actual impact of rate changes on the Group’s financial instruments may differ significantly from the impact shown in the sensitivity analysis.
Regarding the loan facility signed by TA (Note 22), the Company aims to mitigate the exposure to the interest rate fluctuations (Euribor) affecting cash flows. To achieve this, in July 2024, TA entered into interest rate swaps agreements with each Lender, establishing a fixed interest rate of
As of December 31, 2025, the fair value of the derivatives stands at EUR
(ii) | Credit risk |
The financial instruments that could be subject to concentration of credit risk consist of cash, cash equivalents, trade receivables and short-term investments.
The Group mainly places its cash and cash equivalents and short-term investments in several entities with low credit risk, reducing in this way the credit exposure to only one entity. The Group has not experienced significant losses from those assets.
Each subsidiary is responsible for managing and analyzing credit risk of its trade receivables, for each of their new customers before standard payment and delivery terms and conditions are offered. There is no significant concentration of credit risk from customers.
The Group credit policies with customers are designed to identify customers with acceptable credit history. The Group recognized provision for loss allowance to cover impairment for potential credit losses. The credit quality of the financial assets that are not yet due and not impaired can be assessed based on the credit qualification (“rating”) granted by entities external to the Group or through the historical uncollectible rates.
F-40
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
A Financial Risk Factors (Cont.)
(ii) | Credit risk (Cont.) |
Trade receivables and contract assets
The Group applies the IFRS 9 simplified approach to measuring ECL for all trade receivables and contract assets.
To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due. The contract assets relate to unbilled work in progress and have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
The policy implemented by the Group consists in performing a case by case analysis, identifying those receivables and contract assets with no reasonable expectation of recovery or with particular situations, that are impaired according to each circumstances. For all other receivables and contract assets, the expected loss rate consists in stratifying trade receivables and contract assets into categories based on overdue days. The expected loss rates are based on the payment profiles of sales over a period of 36 months before 31 December 2025 or 1 January 2025 respectively and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect historical experience of losses on trade receivables, current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. To measure the expected credit losses, trade receivables and contract assets have been grouped based on shared credit risk characteristics and the days past due.
The provision for loss allowance as of December 31, 2025 and December 31, 2024 was determined as follows for both trade receivables and contract assets:
| | Past due |
| ||||||||||||
| Trade | 30‑60 | 60‑90 | 90‑180 | > 180 |
| |||||||||
| | Receivables | | Not due | | 0‑30 days | | days | | days | | days | | days |
|
At December 31, 2025 | | | | | | | | ||||||||
Trade receivables - gross carrying amount |
| |
| |
| |
| |
| |
| |
| | |
Contract assets - gross carrying amount | | | — | — | — | — | — | ||||||||
Expected loss rate (*) |
|
| |||||||||||||
Provision for loss allowance |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
Net value |
| |
| |
| |
| |
| |
| |
| | |
| | Past due |
| ||||||||||||
| Trade | 30‑60 | 60‑90 | 90‑180 | > 180 |
| |||||||||
| | Receivables | | Not due | | 0‑30 days | | days | | days | | days | | days |
|
At December 31, 2024 | | | | | | | |||||||||
Trade receivables - gross carrying amount |
| |
| |
| |
| |
| |
| |
| | |
Contract assets - gross carrying amount | | | — | — | — | — | — | ||||||||
Expected loss rate (*) |
|
| |||||||||||||
Provision for loss allowance |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
Net value |
| |
| |
| |
| |
| |
| |
| | |
(*) Average expected loss rate. As of December 2025 and 2024, includes effect of the impact of the provisions risen from the case by case analysis.
F-41
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
A Financial Risk Factors (Cont.)
(ii) | Credit risk (Cont.) |
Trade receivables and contract assets (Cont.)
Trade receivables are written off when there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments for a significant period when past due.
The closing loss allowances for trade receivables and contract assets as of December 31, 2025 and 2024 reconcile to the opening loss allowances as follows:
| | 2025 | | 2024 |
Balance at January 1, |
| ( |
| ( |
Bad debts of the year |
| ( |
| ( |
Recoveries |
| |
| |
Write off |
| |
| |
Translation differences and inflation adjustment |
| ( |
| |
Balance at December 31, |
| ( |
| ( |
During the year, the following gains/(losses) were recognized in profit or loss in relation to impaired financial assets (see Note 7):
| | 2025 | | 2024 | | 2023 |
Impairment losses |
| |
| | ||
- movement in provision for impairment |
| ( |
| ( |
| ( |
- recovery of previous impairment losses |
| |
| |
| |
Net impairment losses on financial assets |
| ( |
| ( |
| ( |
(iii) | Liquidity risk |
The Group is exposed to liquidity risks, including risks associated with refinancing borrowings as they mature, the risk that borrowing facilities are not available to meet cash requirements, and the risk that financial assets cannot readily be converted to cash without loss of value. Failure to manage liquidity risks could have a material impact on the Group’s cash flow and statement of financial position. Prudent liquidity risk management implies maintaining sufficient cash, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. Due to the dynamic nature of the underlying businesses, the Group aims to maintain flexibility in funding its existing and prospective debt requirements by maintaining diversified funding sources with adequate committed funding lines from high quality lenders.
The Group monitors its current and projected financial position using several key internally generated reports such as cash flow and debt maturity. The Group also undertakes sensitivity analysis to assess the impact of proposed transactions, movements in interest rates on the key profitability, liquidity and balance sheet ratios.
The Group’s debt positions are continually reviewed to meet current and expected debt requirements. The Group maintains a balance between longer-term and shorter-term financings. Short-term financing is principally raised through bank facilities and overdraft positions. Medium- to longer-term financing comprises public and private bond issues, including private placements. Financing risk is spread by using different types of debt. The maturity profile is managed, by spreading the repayment dates and extending facilities.
F-42
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
A Financial Risk Factors (Cont.)
(iii) | Liquidity risk (Cont.) |
Liquid financial assets as a whole (comprising cash and cash equivalents) were
(iv) | Capital Management |
The capital structure of the Group consists of shareholders’ equity and short-term to long-term net borrowings. The type and maturity of the Group’s borrowings are analyzed further in Note 22. The Group’s equity is analyzed into its various components in the Consolidated Statement of Changes in Equity.
Capital is managed so as to promote the long-term success of the business and to maintain sustainable returns for shareholders.
The objectives of the Group for capital management are to safeguard its capacity to continue doing business and be able to provide yield to owners as well as benefits to holders of instruments of shareholder’s equity and maintain an optimum capital structure to reduce cost of capital.
| At December 31, |
| |||
| | 2025 | | 2024 |
|
Borrowings | | | |||
Less: Cash and cash equivalents |
| ( |
| ( | |
Net debt |
| |
| | |
Equity |
| |
| | |
|
| ||||
Net debt to equity ratio |
| ||||
(v) | Argentina economical context |
CAAP’s Argentine subsidiaries are operating in an economic context in which main variables have a strong volatility as consequence of political and economic uncertainties, both in national and international environments.
The macroeconomic environment in 2025 was shaped by the consolidation of fiscal adjustment and deregulation policies implemented since late 2023. Mid-term legislative elections held in October 2025 resulted in continuity of the prevailing economic policy framework, which was positively received by financial markets and initially supported an appreciation of local assets.
During 2025, the BCRA continued the gradual easing of foreign exchange restrictions. Key measures included the implementation of an exchange rate band system, which allowed for exchange rate fluctuations with reduced direct intervention; the expiration of the PAIS Tax in December 2024, eliminating such cost for various foreign exchange transactions during 2025; and the regularization of the stock of commercial debt owed by importers through the issuance of BOPREAL bonds, with Series 4 being completed in July 2025. International reserves of the BCRA increased compared to December 31, 2024. On December 15, the BCRA announced the commencement of a new phase of its monetary program, effective as of January 1, 2026, under which the upper and lower limits of the exchange rate band will adjust monthly in line with the most recent monthly inflation rate reported by INDEC, together with the implementation of a reserve accumulation program not exceeding 5% of the daily volume of the foreign exchange market.
F-43
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
A Financial Risk Factors (Cont.)
(v) | Argentina economical context (Cont.) |
Additionally, the country risk showed a downward trend during 2025 and 2024, which contributes to greater financial market stability, an appreciation of sovereign bonds, and enhanced exchange rate stability, reinforcing market confidence and reduction of inflation from very high levels.
As of the issuance date of these Consolidated Financial Statements, the stabilization process remains ongoing. At this time, it is not possible to predict its future evolution or any new measures that may be announced. Considering this situation, the Company continues to assess the evolution of the above-mentioned variables and any other factors, in order to define its course of action and identify the currently unforeseeable potential effects that they could have on its business and performance.
(vi) | Ecuador political context |
In 2025 Ecuador faced significant challenges related to the security and energy-related challenges, which resulted in nationwide power supply disruptions. These disruptions were mainly driven by one of the most severe droughts in recent years, together with the country’s high dependence on hydroelectric generation facilities that were not operating at full capacity. This situation adversely affected economic activity across the country and required many entities to adopt alternative operational measures in order to maintain business continuity. In addition, in response to these circumstances and broader fiscal pressures, the Government implemented a series of measures that may have an impact on the operating environment of companies, including an increase in the VAT rate from
Even though CAAP’s Ecuadorian subsidiaries performance have not been significantly impacted, the Company continues to assess the evolution of the above-mentioned context, in order to define its course of action and identify the currently unforeseeable potential effects that they could have on its business and performance.
(vii) | Armenia geopolitical context |
Armenia’s business environment continues to be affected by geopolitical tensions and regional uncertainties, which may create challenges for local companies. Despite this context, economic activity has remained resilient and the financial system continues to operate in a stable and adequately regulated framework.
AIA’s operations remained stable during 2024 and expanded during 2025. The Company continues to assess the evolution of the above-mentioned context.
B Financial instruments by category
Assets at fair value | Assets at amortized | |||||
December 31, 2025 | | through profit and loss | | cost | | Total |
Financial assets as per the statement of financial position |
| |
| |
| |
Trade receivables |
| — |
| |
| |
Other receivables |
| — |
| |
| |
Other financial assets (*) |
| |
| |
| |
Cash and cash equivalents |
| — |
| |
| |
Total |
| |
| |
| |
F-44
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
B Financial instruments by category (Cont.)
Liabilities at fair value | Liabilities at | |||||
| through profit and loss | | amortized cost | | Total | |
Financial liabilities as per the statement of financial position |
| |
| |
| |
Borrowings |
| — |
| |
| |
Leases liabilities | — | | | |||
Derivative financial liabilities (**) | | — | | |||
Trade payables and other liabilities |
| — |
| |
| |
Total |
| |
| |
| |
Assets at fair value | Assets at amortized | |||||
December 31, 2024 | | through profit and loss | | cost | | Total |
Financial assets as per the statement of financial position |
|
|
| |
| |
Trade receivables |
| |
| |
| |
Other receivables |
| |
| |
| |
Other financial assets (*) | |
| |
| | |
Cash and cash equivalents |
| |
| |
| |
Total |
| |
| |
| |
Liabilities at fair value | Liabilities at | |||||
| through profit and loss | | amortized cost | | Total | |
Financial liabilities as per the statement of financial position |
| |
| |
| |
Borrowings | |
| |
| | |
Leases liabilities |
| | | | ||
Derivative financial liabilities (**) | | — | | |||
Trade payables and other liabilities |
| |
| |
| |
Total |
| |
| |
| |
(*) Other financial assets measured at fair value are Level 1 hierarchy. The carrying amount of these assets represents its fair value.
(**) Derivative financial liabilities measured at fair value are valuated through calculations under Level 2 hierarchy as of December 31, 2025 and and as of December 31, 2024 are classified within Level 2 and Level 3 of the fair value hierarchy.
C Fair value hierarchy
IFRS 13 requires for financial instruments that are measured in the Consolidated Statement of Financial Position at fair value, a disclosure of fair value measurements by level according to the following fair value measurement hierarchy:
Level 1- Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2- Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs).
There were
F-45
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
3 Financial Risk Management (Cont.)
C Fair value hierarchy (Cont.)
The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm’s length basis. These instruments are included in Level 1 and comprise primarily government securities, mutual funds and corporate bonds.
D Fair value estimation
The estimated fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
4 Segment information
Operating segments are components of an enterprise where separate financial information is available that is evaluated regularly by the CODM, or decision-making group, in deciding how to allocate resources and in assessing performance. The Group’s chief operating decision maker is its Board of Directors. The Group’s operating segments are managed separately because each operating segment represents a strategic business unit. The Group’s reportable operating segments are the six countries in which the Group currently operates, which are Argentina, Brazil, Uruguay, Armenia, Ecuador and Italy.
Assets, liabilities and results of sub-holding and/or holding companies are not allocated and are reported within the “Unallocated” column. This column also includes head office and group services.
The elimination of any intersegment revenues and other significant intercompany operations are included in the “Intrasegment Adjustments” column.
The performance of each reportable segment is measured by its adjusted EBITDA, defined, with respect to each segment, as net income before financial income, financial loss, inflation adjustment, income tax expense, depreciation and amortization for such segment. The Adjusted EBITDA does not exclude the amortization of the intangible asset related to the fixed fee payable to the corresponding governments for the operation of the airport concessions.
In addition, the CODM considers each reportable segment’s Adjusted EBITDA before Construction Services margin as a relevant performance measure.
Adjusted EBITDA excluding Construction Services is defined, with respect to each segment, as net income before construction services revenue, financial income, construction services cost, financial loss, inflation adjustment, income tax expense, depreciation and amortization for such segment. The Adjusted EBITDA excluding construction services revenue and construction services cost (which are based on the principles of IFRIC 12) does not exclude the amortization of the intangible asset related to the fixed fee payable to the corresponding governments for the operation of airport concessions.
The CODM uses these measures to assess the operating results and performance of the segments, perform analytical comparisons, identify strategies to improve performance, and allocate resources to each segment.
F-46
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
4 Segment information (Cont.)
Geographical information
Total reportable |
| ||||||||||||||||||||
| Argentina | | | Brazil | | | Uruguay | | | Armenia | | | Ecuador | | | Italy | | | segment | | |
Year ended December 31, 2025 |
|
|
|
|
|
|
| ||||||||||||||
Aeronautical revenue (*) |
| |
| |
| |
| |
| |
| |
| | |||||||
Non-aeronautical revenue (*) |
|
|
|
|
|
|
| ||||||||||||||
Commercial revenue |
| |
| |
| |
| |
| |
| |
| | |||||||
Construction service revenue |
| |
| |
| |
| |
| |
| |
| | |||||||
Other revenue | — | — | | — | — | | | ||||||||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| | |||||||
Salaries and social security contributions |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Concession fees |
| ( |
| ( |
| ( |
| — |
| ( |
| ( |
| ( | |||||||
Construction service cost |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Maintenance expense |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Amortization and depreciation |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Cost of fuel | — | ( | ( | ( | — | — | ( | ||||||||||||||
Other operational expenditures | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Operational expenditure | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Impairment loss of non-financial assets | — | — | — | — | — | ( | ( | ||||||||||||||
Other operating income | | | | | | | | ||||||||||||||
Other operating expenses | ( | ( | ( | ( | ( | — | ( | ||||||||||||||
Operating income / (loss) |
| |
| |
| |
| |
| |
| |
| | |||||||
Share of income / (loss) in associates |
| — |
| — |
| — |
| — |
| — |
| |
| | |||||||
Amortization and depreciation |
| |
| |
| |
| |
| |
| |
| | |||||||
Adjusted Ebitda |
| |
| |
| |
| |
| |
| |
| | |||||||
Construction services revenue |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Construction services cost |
| |
| |
| |
| |
| |
| |
| | |||||||
Adjusted Ebitda excluding Construction Services |
| |
| |
| |
| |
| |
| |
| | |||||||
|
|
|
|
|
|
| |||||||||||||||
Current assets | | | | | | | | ||||||||||||||
Non-current assets |
| |
| |
| |
| |
| |
| |
| | |||||||
Capital Expenditure |
| |
| |
| |
| |
| |
| |
| | |||||||
Current liabilities |
| |
| |
| |
| |
| |
| |
| | |||||||
Non-current liabilities |
| |
| |
| |
| |
| |
| |
| |
(*) Mainly includes revenues recognized over time, see Note 5.
F-47
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
4 Segment information (Cont.)
Geographical information (Cont.)
Total reportable |
| ||||||||||||||||||||
| Argentina | | | Brazil | | | Uruguay | | | Armenia | | | Ecuador | | | Italy | | | segment | | |
Year ended December 31, 2024 | |||||||||||||||||||||
Aeronautical revenue (*) |
| |
| |
| |
| |
| |
| |
| | |||||||
Non-aeronautical revenue (*) |
|
|
|
|
|
|
| ||||||||||||||
Commercial revenue |
| |
| |
| |
| |
| |
| |
| | |||||||
Construction service revenue |
| |
| |
| |
| |
| |
| |
| | |||||||
Other revenue | — | — | | — | — | | | ||||||||||||||
Revenue |
| |
| |
| |
| |
| |
| |
| | |||||||
Salaries and social security contributions |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Concession fees |
| ( |
| ( |
| ( |
| — |
| ( |
| ( |
| ( | |||||||
Construction service cost |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Maintenance expense |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Amortization and depreciation |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Cost of fuel | — | ( | ( | ( | — | — | ( | ||||||||||||||
Other operational expenditures | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Operational expenditure | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Other operating income | | | | | | | | ||||||||||||||
Other operating expenses | ( | ( | ( | ( | ( | — | ( | ||||||||||||||
Operating income / (loss) |
| |
| |
| |
| |
| |
| |
| | |||||||
Share of income / (loss) in associates |
| ( |
| — |
| — |
| — |
| — |
| |
| | |||||||
Amortization and depreciation |
| |
| |
| |
| |
| |
| |
| | |||||||
Adjusted Ebitda |
| |
| |
| |
| |
| |
| |
| | |||||||
Construction services revenue |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |||||||
Construction services cost |
| |
| |
| |
| |
| |
| |
| | |||||||
Adjusted Ebitda excluding Construction Services |
| |
| |
| |
| |
| |
| |
| | |||||||
|
|
|
|
|
|
| |||||||||||||||
Current assets | | | | | | | | ||||||||||||||
Non-current assets |
| |
| |
| |
| |
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| | |||||||
Capital Expenditure |
| |
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| |
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Current liabilities |
| |
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| |
| |
| |
| |
| | |||||||
Non-current liabilities |
| |
| |
| |
| — |
| |
| |
| |
(*) Mainly includes revenues recognized over time, see Note 5.
F-48
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
4 Segment information (Cont.)
Geographical information (Cont.)
Total reportable |
| ||||||||||||||||||||
| Argentina | | | Brazil | | | Uruguay | | | Armenia | | | Ecuador | | | Italy | | | segment | | |
Year ended December 31, 2023 |
| |
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Aeronautical revenue (*) |
| |
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|
Non-aeronautical revenue (*) |
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Commercial revenue |
| |
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Construction service revenue |
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Other revenue |
| — | — | | — | — | | | |||||||||||||
Revenue |
| |
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Salaries and social security contributions |
| ( |
|
| ( |
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| ( |
|
| ( |
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| ( |
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| ( |
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| ( |
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Concession fees |
| ( |
|
| ( |
|
| ( |
|
| — |
|
| ( |
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| ( |
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| ( |
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Construction service cost |
| ( |
|
| ( |
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| ( |
|
| ( |
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| ( |
|
| ( |
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| ( |
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Maintenance expense |
| ( |
|
| ( |
|
| ( |
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| ( |
|
| ( |
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| ( |
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| ( |
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Amortization and depreciation |
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
Cost of fuel | — | ( | ( | ( | — | — | ( | ||||||||||||||
Other operational expenditures | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Operational expenditure | ( | ( | ( | ( | ( | ( | ( | ||||||||||||||
Impairment (loss) / reversal of non-financial assets (**) | — | | — | — | — | ( | | ||||||||||||||
Other operating income (**) | | | | | | | | ||||||||||||||
Other operating expenses | ( | ( | ( | ( | ( | — | ( | ||||||||||||||
Operating income / (loss) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
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|
Share of income / (loss) in associates |
| ( |
|
| — |
|
| — |
|
| — |
|
| — |
|
| |
|
| |
|
Amortization and depreciation |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adjusted Ebitda |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Construction services revenue |
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
| ( |
|
Construction services cost |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Adjusted Ebitda excluding Construction Services |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
(*) Mainly includes revenues recognized over time, see Note 5.
(**) The Brazilian segment includes the impact of the compensation received regarding the Natal airport, see Note 26.b.
Reconciliations
Adjusted EBITDA related to the reportable segments reconciles to income before income tax expense as follows:
For the year ended December 31, | For the year ended December 31, | For the year ended December 31, | ||||
| 2025 | | 2024 | | 2023 | |
Adjusted Ebitda - Total reportable segment |
| |
| |
| |
Amortization and depreciation |
| ( |
| ( |
| ( |
Intrasegment Adjustments |
| |
| — |
| — |
Unallocated |
| |
| ( |
| ( |
Financial income |
| |
| |
| |
Financial loss | ( | | ( | |||
Inflation adjustment | ( | ( | ( | |||
Income before income tax expense | | | |
Revenue, operational expenditures, as well as total operating income / (loss) related to the reportable segments are reconciled below to the corresponding totals shown in these Consolidated Financial Statements. Additionally, other operating income / (loss) is reconciled to income for the period.
F-49
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
4 Segment information (Cont.)
Reconciliations (Cont.)
For the year ended December 31, 2025 | For the year ended December 31, 2024 | For the year ended December 31, 2023 | ||||||||||||||||||||||
Total reportable | Intrasegment | Total reportable | Intrasegment | Total reportable | Intrasegment | |||||||||||||||||||
| segment | | Adjustments | | Unallocated | | Total | | segment | | Adjustments | | Unallocated | | Total | | segment | | Adjustments | | Unallocated | | Total | |
Revenue |
| |
| ( |
| |
| |
| |
| ( |
| |
| |
| |
| ( |
| |
| |
Operational expenditure |
| ( |
| |
| ( |
| ( |
| ( |
| |
| ( |
| ( |
| ( |
| |
| ( |
| ( |
Impairment (loss)/reversal of non-financial assets |
| ( |
| — |
| — |
| ( |
| — |
| — |
| — |
| — |
| |
| — |
| — |
| |
Other operating income |
| |
| ( |
| |
| |
| |
| — |
| |
| |
| |
| — |
| |
| |
Other operating expenses |
| ( |
| — |
| ( |
| ( |
| ( |
| — |
| — |
| ( |
| ( |
| — |
| ( |
| ( |
Operating income / (loss) |
| |
| |
| ( |
| |
| |
| — |
| ( |
| |
| |
| — |
| ( |
| |
Share of loss in associates |
| |
| — |
| |
| |
| |
| — |
| ( |
| ( |
| |
| — |
| |
| |
Financial income |
|
|
|
| |
| |
| |
| |
| |
| |
| |
| |
| | |||
Financial loss |
|
|
|
| ( |
| |
| |
| |
| |
| |
| |
| |
| ( | |||
Inflation adjustment |
|
|
|
| ( |
| |
| |
| |
| ( |
| |
| |
| |
| ( | |||
Income before income tax expense |
|
|
|
| |
| |
| |
| |
| |
| |
| |
| |
| | |||
Income tax |
|
|
|
| ( |
| |
| |
| |
| ( |
| |
| |
| |
| | |||
Income for the period |
|
|
|
| |
| |
| |
| |
| |
| |
| |
| |
| | |||
Assets and liabilities related to the reportable segments reconcile to the corresponding totals shown in these Consolidated financial statements as follows:
At December 31, 2025 | At December 31, 2024 | |||||||||||||||
Total reportable | Intrasegment | Total reportable | Intrasegment | |||||||||||||
| segment | | Adjustments | | Unallocated | | Total | | segment | | Adjustments | | Unallocated | | Total | |
Current assets |
| |
| ( |
| |
| |
| |
| ( |
| |
| |
Non-current assets |
| |
| ( |
| |
| |
| |
| ( |
| |
| |
Capital Expenditure |
| |
| — |
| |
| |
| |
| — |
| |
| |
Current liabilities |
| |
| ( |
| |
| |
| |
| ( |
| |
| |
Non-current liabilities |
| |
| ( |
| |
| |
| |
| ( |
| |
| |
5 Revenue
| 2025 | | 2024 | | 2023 | |
Aeronautical revenue |
| |
| |
| |
Non aeronautical revenue |
|
|
| |||
Commercial revenue |
| |
| |
| |
Construction service revenue |
| |
| |
| |
Other revenue |
| |
| |
| |
Revenue |
| |
| |
| |
|
|
| ||||
Timing of revenue recognition |
|
|
| |||
Over time |
| | | | ||
At a point in time |
| | | | ||
Revenues accounted for under IFRS 16 |
| | | | ||
Revenue |
| | | |
F-50
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
6 Cost of services
| | 2025 | | 2024 | | 2023 |
Salaries and social security contributions (1) |
| ( |
| ( |
| ( |
Concession fees (2) |
| ( |
| ( |
| ( |
Amortization and depreciation (3) |
| ( |
| ( |
| ( |
Construction services cost |
| ( |
| ( |
| ( |
Maintenance expenses |
| ( |
| ( |
| ( |
Cost of fuel |
| ( |
| ( |
| ( |
Services and fees |
| ( |
| ( |
| ( |
Office expenses |
| ( |
| ( |
| ( |
Taxes |
| ( |
| ( |
| ( |
Others |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
(1) At the year-end, the number of employees was
(2) Includes depreciation for fixed concession assets fees, included within the depreciation in Note 12, of USD
(3) Includes depreciation of leases of USD
7 Selling, general and administrative expenses
| | 2025 | | 2024 | | 2023 |
Taxes (1) | ( | ( | ( | |||
Salaries and social security contributions |
| ( |
| ( |
| ( |
Services and fees |
| ( |
| ( |
| ( |
Amortization and depreciation (2) |
| ( |
| ( |
| ( |
Office expenses |
| ( |
| ( |
| ( |
Maintenance expenses |
| ( |
| ( |
| ( |
Advertising |
| ( |
| ( |
| ( |
Insurance |
| ( |
| ( |
| ( |
Bad debts |
| ( |
| ( |
| ( |
Bad debts recovery |
| |
| |
| |
Other |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
(1) Mainly included taxes over bank transactions and tax on revenue not included in the line item “Income tax”.
(2) Includes depreciation of leases of USD
F-51
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
8 Other operating income
| | 2025 | | 2024 | | 2023 |
Government grants (1) |
| |
| |
| |
Government subsidies per Covid-19 context (2) | | | | |||
Compensation for concession (3) | — | — | | |||
Other |
| |
| |
| |
| |
| |
| |
(1) Correspond to grants for the development of airport infrastructure. As consideration for having granted the concession of the Group A of the National Airport System of Argentina, AA2000 assigns to the Government
(2) Mainly corresponds to the re-equilibrium of concession agreements due to force majeure or fortuitous case events in Brazilian airports for a total amount of USD
Due to the impact generated by the pandemic, the Brazilian subsidiaries filed a claim for economic-financial re-equilibrium of its concession contracts. This was possible due to the Brazilian Government recognition that the Covid-19 pandemic is a case of “force majeure” or “fortuitous event” concluding that the loss from the impact of the pandemic is not part of the risks assumed by the private sector and must be compensated by the Federal Government. In view of this, the Brazilian ANAC determined that the compensation owing to the operators should be based on their projected operational result in the scenario without pandemic.
However, in 2024, there was a significant change in the methodology to determine the economic-financial re-equilibrium. The previous methodology was based on the difference between the estimated operational cash flow (pre-Covid-19 scenario) and the actual cash flow (post-Covid-19 scenario), calculated based on EBITDA.
F-52
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
8 Other operating income (Cont.)
The new methodology focuses on the difference in the number of passengers processed at the airport between the pre- and post-Covid-19 scenarios. The re-equilibrium is calculated based on the EBITDA of the factual scenario, considering some adjustments required by ANAC. Then, this “EBITDA/Pax” indicator is multiplied by the observed difference in passenger numbers, resulting in the rebalancing amount. Under this model, the right to economic - financial re - equilibrium ceases when the total number of passengers in the post - Covid 19 scenario exceeds that of the pre - Covid - 19 scenario. This change has brought simplification and greater predictability to the re-equilibrium calculation, with an amendment ensuring its continuity for the coming years until the actual demand reaches the demand projected by ANAC for the pre-COVID scenario of the year 2023.
| 2025 | | 2024 | | 2023 | |
Compensatory amount ICAB net of tax (a) (b) |
| — |
| |
| |
Compensatory amount ICASGA net of tax (c) |
| — |
| — |
| |
Adjustment to Compensatory amount ICAB net of tax (d) |
| |
| ( |
| |
Adjustment to Compensatory amount ICASGA net of tax (d) |
| — |
| |
| |
| |
| |
| |
| (a) | In December 2025, ICAB was notified that the submission, analysis, and processing of new economic-financial re-equilibrium claims have been suspended pending a contractual renegotiation process of the concession of the airport of Brasilia which has started (see Note 23). |
| (b) | The compensatory amounts for ICAB is received through the offset of the concession fee payable, see amount compensated in Note 23. |
| (c) | The compensatory amounts for the year 2023 for Natal airport was received through the offset of the monthly contribution and the readjustment of aeronautical tariffs until December 31, 2023, date on which the pending amount was included in the indemnification received from the Brazilian Government as part of the re-bidding process (Note 26.b). |
| (d) | At the end of each year, the amount of the compensation is estimated, with the final amount being determined during the following year. |
There are no unfulfilled conditions or other contingencies attached to these grants.
(3) Corresponds to the indemnification regarding the concession of the Natal Airport as detailed in Note 26.b for a total amount of USD
F-53
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
9 Financial results, net
| | 2025 | | 2024 | | 2023 |
Interest income |
| |
| |
| |
Foreign exchange results |
| |
| |
| |
Other financial income (1) |
| |
| |
| |
Financial income |
| |
| |
| |
|
|
| ||||
Interest expense |
| ( |
| ( |
| ( |
Foreign exchange results (2) |
| ( |
| |
| ( |
Changes in liability for concessions (3) |
| ( |
| ( |
| ( |
Other financial loss (4) |
| ( |
| ( |
| ( |
Financial loss |
| ( |
| |
| ( |
|
|
| ||||
Inflation adjustment (Note 2.X) |
| ( |
| ( |
| ( |
Inflation adjustment |
| ( |
| ( |
| ( |
Financial results, net |
| ( |
| |
| ( |
(1) Mainly includes gains from other financial assets and cash equivalents for a total amount of USD
(2) Corresponds mainly to foreign exchange results in real terms (inflation-adjusted) arising from foreign currency loans in AA2000.
(3) Corresponds mainly to changes in the liabilities of Brazilian concessions due to passage of time and changes in the Brazilian IPCA.
(4) Includes leases financial cost, see Note 14(ii).
10 Share of results in associates
| | 2025 | | 2024 | | 2023 |
Share of (loss) / income in associates (Note 15) |
| |
| ( |
| |
| |
| ( |
| |
F-54
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
11 Income tax
| | 2025 | | 2024 | | 2023 |
Current income tax |
| ( |
| ( |
| ( |
Deferred income tax |
| ( |
| ( |
| |
| ( |
| ( |
| |
The income tax expense differs from the theoretical amount that would arise using the tax rate in each country as follows:
| | 2025 | | 2024 | | 2023 |
Income / (loss) for the year before income tax |
| |
| |
| |
Tax calculated at the tax rate in each country |
| ( |
| ( |
| ( |
Adjustments |
|
|
| |||
Non-taxable income (6) |
| |
| |
| |
Expenses related to non-taxable income | ( | ( | ( | |||
Non-deductible expenses |
| ( |
| ( |
| ( |
Effect of tax inflation adjustment (1) | ( | ( | ( | |||
Effect of inflation adjustment | ( | ( | ( | |||
Effect of asset revaluation for tax purposes (2) |
| |
| |
| |
Inflation adjustment for tax purposes of tax losses (3) |
| |
| |
| |
Unrecognized deferred taxes (4) |
| ( |
| ( |
| ( |
Investment project exonerations (5) |
| |
| |
| |
Other |
| ( |
| ( |
| |
Income tax | ( | ( | |
(1)In order to determine the net taxable income of CAAP’s Argentine subsidiaries at the end of each year, the tax inflation adjustment determined in accordance with articles No. 95 to No. 98 of the income tax law has been incorporated into the tax results for a total amount of USD
(2)Corresponds to the asset revaluation for tax purpose included in Law No. 27.430 of Argentina. As of March 29, 2019, AA2000 start exercising the option of the asset revaluation for tax purposes.
(3)On May 23, 2022, AA2000 filed tax returns for year 2021, reporting tax losses from previous years in accordance with the mechanism provided by the tax laws in Argentina. As of December 31, 2025, the taxable base of the historical tax carryforward losses (excluding the result of the current fiscal year) amounts to ARS
(4)Mainly temporary differences for which
F-55
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
11 Income tax (Cont.)
(5)On November 9, 2022, PDS was granted by Government of Uruguay tax exemptions related to investments to be made in connection with the development and expansion of new airports (Note 26.b) and the rest of the capex program of PDS managed by CAAP until the expiry of the concession in 2053. The exemptions include VAT and customs duties otherwise applied to construction costs as well as exemptions of income tax for a 25 year period, starting in 2022.
(6)Until May 2025, TAGSA benefited from the tax-free zone concession it had obtained for a
OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules (the Global Anti-Base Erosion Proposal, or ‘GloBE’ rules). The Pillar Two legislation implementing the GloBE rules was enacted in 2023 notably in Luxembourg, the jurisdiction of the Company, and in certain other jurisdictions where it operates. The Pillar Two legislation came into effect as from fiscal years starting on or after 31 December 2023. The Group applies the exception to recognizing and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS 12 issued in May 2023.
Pillar Two legislation enacted in jurisdictions where the Group operates did not have a material impact on the Company’s results of operations, financial position or cash flows in 2025. This is based on the fact that for fiscal year 2025 it has been concluded that no QDMTT will be due in Luxembourg.
Furthermore, for the first three years of operation, transitional exemptions (i.e. the so-called transitional safe harbours) operate on a jurisdiction-by-jurisdiction basis to remove the need to prepare full calculations, while the top-up tax due in respect of a given jurisdiction is deemed to be zero, should one of the three foreseen tests be met. The Company has analyzed these exemptions and concluded that very few jurisdictions may be failing to meet the exemptions (namely, Uruguay), as among other reasons the Company maintains substance in the form of relevant assets and personnel in the countries in which it operates, and therefore exposure to Pillar Two taxation is currently not material from a Group perspective.
In the particular case of Uruguay, on 9 December 2025 it was announced the introduction of a QDMTT measure largely in line with the GloBE rules, referred to in Spanish as the “Impuesto Mínimo Complementario Doméstico”. This has been recognized in the Income tax line within the Consolidated Statement of Income as of December 31, 2025, with no material impact.
The Group continues to assess its exposure to the Pillar Two legislation.
F-56
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
12 Intangible assets, net
Patent, intellectual | ||||||||
property rights and | ||||||||
| Concession Assets | | Goodwill | | others | | Total | |
Cost | ||||||||
Balances at January 1, 2025 | | | | | | |||
Acquisitions | | — | | | ||||
Disposals |
| ( |
| — |
| ( |
| ( |
Other |
| |
| — |
| — |
| |
Write-off | ( | — | — | ( | ||||
Transfer |
| ( |
| — |
| |
| — |
Transfer from property plant and equipment | | — | — | | ||||
Translation differences and inflation adjustment | ( | | | ( | ||||
Balances at December 31, 2025 | | | | | ||||
Balances at January 1, 2024 | | | | | | | | |
Acquisitions | | — | | | ||||
Disposals |
| ( |
| — |
| ( |
| ( |
Other |
| |
| — |
| — |
| |
Transfer | ( |
| — |
| — |
| ( | |
Transfer from property plant and equipment | | — | — | | ||||
Translation differences and inflation adjustment |
| | ( | ( | | |||
Balances at December 31, 2024 |
| | | | | |||
Depreciation |
|
|
|
| ||||
Accumulated at January 1, 2025 |
| | — | | | |||
Depreciation of the year |
| |
| — |
| |
| |
Disposals | — | — | ( | ( | ||||
Write-off | ( | — | — | ( | ||||
Transfer from property plant and equipment | — | — | — | — | ||||
Translation differences and inflation adjustment | ( | — | | ( | ||||
Accumulated at December 31, 2025 | | — | | | ||||
Accumulated at January 1, 2024 | |
| — |
| |
| | |
Depreciation of the year |
| |
| — |
| |
| |
Disposals |
| ( | — | ( | ( | |||
Transfer from property plant and equipment | | — | — | | ||||
Translation differences and inflation adjustment |
| | — | ( | | |||
Accumulated at December 31, 2024 |
| | — | | | |||
Net balances at December 31, 2025 |
| |
| |
| |
| |
Net balances at December 31, 2024 | |
| |
| |
| |
During 2025 and 2024 the Group has not identified impairment indicators except in the Brazilian segment due to the losses from its operations.
Therefore, the Group performed the impairment test of the Brazilian CGU (covering concession assets with a carrying value of USD
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs of a subsidiary or group of subsidiaries that are expected to benefit from such business combination. As of December 31, 2025 and 2024, the recoverable amount of aforementioned CGU’s exceeded their respective carrying amount.
F-57
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
13 Property, plant and equipment, net
| Land, | Plant and | Vehicles, | |||||||||
building and | production | furniture and | Works in | |||||||||
| improvements | | Equipment | | fixtures | | progress | | Others | | Total | |
Cost |
| |
| |
| |
| |
| |
| |
Balances at January 1, 2025 |
| |
| |
| |
| |
| |
| |
Acquisitions |
| |
| |
| |
| |
| |
| |
Disposals |
| — |
| ( |
| ( |
| ( |
| ( |
| ( |
Transfers | — | | — | ( | | — | ||||||
Transfers to intangible |
| — |
| — |
| — |
| ( |
| — |
| ( |
Translation differences and inflation adjustment |
| |
| |
| |
| |
| |
| |
Balances at December 31, 2025 |
| |
| |
| |
| |
| |
| |
Balances at January 1, 2024 |
| |
| |
| |
| |
| |
| |
Acquisitions |
| |
| |
| |
| |
| |
| |
Disposals | — |
| ( |
| ( |
| — |
| ( |
| ( | |
Transfers |
| | — | — | ( | — | — | |||||
Transfers to intangible | — |
| ( |
| ( |
| — |
| — |
| ( | |
Translation differences and inflation adjustment |
| ( |
| ( |
| |
| ( |
| ( |
| ( |
Balances at December 31, 2024 |
| |
| |
| |
| |
| |
| |
Accumulated at January 1, 2025 |
| |
| |
| |
| — |
| |
| |
Depreciation of the year | | | | — | | | ||||||
Disposals |
| — |
| ( |
| ( |
| — |
| ( |
| ( |
Transfers | — | — | — | — | — | — | ||||||
Transfers to intangible | — | — | — | — | — | — | ||||||
Translation differences and inflation adjustment | | | | — | | | ||||||
Accumulated at December 31, 2025 |
| |
| |
| |
| — |
| |
| |
Accumulated at January 1, 2024 |
| |
| |
| |
| — |
| |
| |
Depreciation of the year | | | | — | | | ||||||
Disposals | — |
| ( |
| ( |
| — |
| ( |
| ( | |
Transfers | — | | ( | — | — | — | ||||||
Transfers to intangible | — | — | ( | — | — | ( | ||||||
Translation differences and inflation adjustment |
| | ( | | — | ( | ( | |||||
Accumulated at December 31, 2024 |
| |
| |
| |
| — |
| |
| |
Net balances at December 31, 2025 |
| |
| |
| |
| |
| |
| |
Net balances at December 31, 2024 | |
| |
| |
| |
| |
| |
F-58
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
14 Leases
(i) | Amounts recognized in Consolidated Financial Position: |
The Consolidated Statement of Financial Position shows the following amounts relating to leases:
| For the year ended December 31, | |||
Right-of-use assets | 2025 | | 2024 | |
Land, building and improvements |
| |
| |
Plant and production equipment |
| |
| |
Vehicles, furniture and fixtures |
| |
| |
| |
| | |
Lease liabilities |
|
| ||
Current |
| |
| |
Non-current |
| |
| |
| |
| | |
The evolution of right-of-use assets and lease liabilities during 2025 and 2024 are as follows:
Right-of-use assets | | 2025 | | 2024 |
Balances at the beginning of the year |
| | | |
Additions |
| | | |
Contract modifications | ( | ( | ||
Depreciation of the year |
| ( | ( | |
Translation differences and inflation adjustment |
| | | |
Balances at the end of the year |
| | |
Lease liabilities | | 2025 | | 2024 |
Balances at the beginning of the year |
| | | |
New contracts |
| | | |
Lease payments |
| ( | ( | |
Contract modifications | ( | ( | ||
Leases financial cost |
| | | |
Translation differences and inflation adjustment |
| | ( | |
Balances at the end of the year |
| | |
The maturity of lease liabilities is as follows:
| 1 year or less | | 1 to 2 years | | 2 to 5 years | | Over 5 years | | Total | |
At December 31, 2025 |
| |
| |
| |
| |
| |
At December 31, 2024 | |
| |
| |
| |
| |
The amounts disclosed in the table are the contracted undiscounted cash flows.
F-59
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
14 Leases (Cont.)
(ii) | Amounts recognized in Consolidated Statement of Income: |
The Consolidated Statement of Income shows the following amounts relating to leases:
For the year ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Depreciation charge of right-of-use assets |
| | ||||
Land, building and improvements |
| ( | ( | ( | ||
Plant and production equipment |
| ( | ( | ( | ||
Vehicles, furniture and fixtures |
| ( | ( | ( | ||
| ( | ( | ( | |||
Financial expenses (Leases financial cost) |
| ( | ( | ( | ||
Expense relating to short-term leases (included in cost of services and selling, general and administrative expenses) |
| ( | ( | ( | ||
Expense relating to leases of low-value assets that are not shown above as short-term leases (included in cost of services and selling, general and administrative expenses) |
| ( | ( | ( | ||
Expense relating to variable lease payments not included in lease liabilities (included in cost of services) |
| ( | ( | ( | ||
(iii) | Variable lease payments |
Some security equipment leases contain variable payment terms that are linked to passenger traffic. Variable lease payments that depend on passengers are recognized in profit or loss in the period in which the condition that triggers those payments occurs. A
(iv) | The Group as a lessor |
As indicated in Note 2.Q, leases and sub-concession of spaces are classified as operating leases. These revenues mainly refer to sub-concessions of commercial spaces (duty free shops, food and beverage services, retail stores) and advertising spaces, among others. Lease payments for some contracts include a minimum agreed upon amount and other variable lease payments by applying a percentage on lessors’ revenues, both of which are set forth in the lease agreements. Where considered necessary to reduce credit risk, the Group may obtain guarantees for the term of the lease.
Commercial revenues corresponding to variable income from lease or sub-concession of spaces that do not depend on an index or rate, for example determined on the basis of lessee’s sales or passenger traffic, correspond, as December 31, 2025, to
F-60
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
14 Leases (Cont.)
(iv) | The group as a lessor (Cont.) |
Minimum lease payments receivable on leases and sub-concession of spaces with third parties at its airports facilities are as follows:
| At December 31, | |||||
| 2025 | | 2024 | | 2023 | |
Within 1 year |
| | | | ||
Between 1 and 5 years |
| | | | ||
Later than 5 years |
| | | | ||
Total |
| | | | ||
15 Investments in associates
| For the year ended December 31, |
| |||
| | 2025 | | 2024 |
|
Balances at the beginning of the year |
| |
| | |
Share of income/(loss) in associates (Note 10) |
| |
| ( | |
Contributions |
| |
| | |
Others | ( | | |||
Translation differences |
| |
| | |
Balances at the end of the year |
| |
| | |
Breakdown of the share of income/(loss) in associates is as follows:
| | 2025 | | 2024 | | 2023 |
Sociedad Aeroportuaria Kuntur Wasi S.A. (1) |
| |
| ( |
| ( |
Navinten S.A. (2) | ( | ( | | |||
Corpoandino S.A.(3) | | — | — | |||
Others |
| ( |
| ( |
| ( |
| |
| ( |
| |
Main Associates are as follows:
| Investment in associates | |||||||||||
Percentage of | ||||||||||||
ownership at | For the year ended | |||||||||||
Country of | December 31, | December 31, | ||||||||||
Company | | Main activity | | incorporation | | 2025 | | 2024 | | 2025 | | 2024 |
Aeropuertos Ecológicos de Galápagos S.A. (4) |
|
|
| | % | | % | |
| | ||
Navinten S.A. | | % | | % | | | ||||||
Sociedad Aeroportuaria Kuntur Wasi S.A. (1) |
|
|
| | % | | % | |
| — | ||
Corpoandino S.A. (3) | | % | | % | | — | ||||||
Others |
| |
| — |
| — |
| — |
| |
| |
| |
| |
| |
| |
| |
| | |
(1) On July 13, 2017, the Government of Peru notified the unilateral decision to rescind the concession agreement for the Nuevo Aeropuerto International de Chinchero; therefore, since then the investment was maintained in zero. As disclosed in Note 26.a, following an arbitration process, the Government of Peru paid an indemnification to KW due to the termination of the concession agreement. Accordingly, as of December 31, 2025, the Group recognized an income of USD
F-61
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
15 Investments in associates (Cont.)
(2) See Note 28 regarding the acquisition of Navinten S.A.
(3) Corpoandino had a receivable that was previously impaired. Following the favorable outcome of the arbitration proceedings of Sociedad Aeroportuaria Kuntur Wasi S.A., Corpoandino will partially recover this receivable recognizing an income as of December 31, 2025.
(4) Under the terms of the Galapagos Concession Agreement, the net income generated by the Company must be transferred entirely to the DGAC. However, the Group maintains the operational management of such company and therefore has significant influence.
16 Deferred income tax
Deferred income taxes are calculated in full on temporary differences under the liability method using the tax rate enacted in each country that are expected to apply in the period the temporary difference will reverse. The tax rate per country as of December 31, 2025 is the following: Uruguay:
The evolution of deferred tax assets and liabilities during the years 2025 and 2024 are as follows:
Deferred tax liabilities
| | Property, plant | | | | | ||
and equipment and | Tax inflation | |||||||
Intangibles Assets | adjustment | Other liabilities | Total | |||||
Balances at January 1, 2025 |
| | | |
| | ||
Increase/ (decrease) of deferred tax liabilities for the year |
| ( | ( | |
| | ||
Translation differences and inflation adjustment |
| ( | ( | ( |
| ( | ||
Balances at December 31, 2025 |
| | — | |
| | ||
Balances at January 1, 2024 |
| | | |
| | ||
Increase/(decrease) of deferred tax liabilities for the year |
| | ( | ( |
| | ||
Translation differences and inflation adjustment |
| | | |
| | ||
Balances at December 31, 2024 |
| | | |
| |
Deferred tax assets
Tax loss | Property, plant and | |||||||||
Provisions and | carry | equipment and | ||||||||
| allowances | | forwards | | Intangibles Assets | | Other | | Total | |
Balances at January 1, 2025 |
| | | | | | ||||
(Decrease) / increase of deferred tax assets for the year | ( | ( | | ( | ( | |||||
Other |
| — |
| ( |
| — |
| ( |
| ( |
Translation differences and inflation adjustment | | ( | | | ( | |||||
Balances at December 31, 2025 | | | | | | |||||
Balances at January 1, 2024 | |
| |
| |
| |
| | |
(Decrease) / increase of deferred tax assets for the year |
| ( | ( | ( | ( | ( | ||||
Other (*) |
| — |
| ( |
| — |
| |
| ( |
Translation differences and inflation adjustment |
| | | | | | ||||
Balances at December 31, 2024 |
| | | | | |
(*) Mainly includes the application of tax loss carry forwards to tax prepayments made by ICAB based on Law 14,740/23.
F-62
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
16 Deferred income tax (Cont.)
The Group does not recognize deferred tax assets for unused tax loss carryforward or unused tax credit if it is not probable that there will be sufficient future taxable profit against which the loss carryforward or credit can be utilized.
At December 31, 2025 an amount of USD
At December 31, 2025, USD
For the year ended December 31, | ||||
Expiration date | | 2025 | | 2024 |
December 31, 2026 |
| |
| |
December 31, 2027 | — | — | ||
December 31, 2028 |
| |
| |
December 31, 2030 | — | | ||
Deferred income tax assets and liabilities are offset when (1) there is a legally enforceable right to set-off current tax assets against current tax liabilities and (2) when the deferred income taxes are owed to the same fiscal authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis. The following amounts, determined after appropriate set-off, are shown in the Consolidated Statement of Financial Position:
| | 2025 | | 2024 |
Deferred tax assets |
| |
| |
Deferred tax liabilities |
| ( |
| ( |
17 Other receivables
At December 31, | ||||
| 2025 | | 2024 | |
Non-Current | | | ||
Trust funds (1) |
| |
| |
Tax credits |
| | | |
Prepaid expenses |
| |
| |
Other |
| |
| |
| |
| | |
Current |
| |
| |
Tax credits |
| |
| |
Guarantee deposit |
| |
| |
Receivables from related parties (Note 27) |
| |
| |
Prepaid expenses |
| |
| |
Other (2) |
| |
| |
| |
| | |
(1) Funds are held by a trust, on which the Company does not have the power to direct the relevant activities of the trustee and is not exposed, or have rights, to variable returns, and as a consequence does not consolidate the trustee.
F-63
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
17 Other receivables (Cont.)
(2) Mainly includes receivable for the additional Municipal tax on passenger boarding fees of TA for a total amount of USD
The fair value of financial assets recorded under other receivables current approximates to its carrying amount. The fair value of financial assets recorded under trust funds non-current amounts to approximately USD
18 Inventories
At December 31, | ||||
Non-Current | | 2025 | | 2024 |
Supplies | | | ||
| | |||
Current | ||||
Supplies |
| |
| |
Oil and byproducts |
| |
| |
Others |
| |
| |
| |
| | |
19 Trade receivables
At December 31, | ||||
Non-Current | | 2025 | | 2024 |
Accounts receivable |
| |
| |
Loss allowance (see Note 3A(ii)) |
| ( |
| ( |
| |
| | |
Current |
|
| ||
Accounts receivable |
| |
| |
Trade receivables from related parties (Note 27) |
| |
| |
Contract assets | | | ||
Loss allowance (see Note 3A(ii)) |
| ( |
| ( |
| |
| | |
Fair value of trade receivables approximates the carrying amount.
F-64
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
20 Other financial assets
At December 31, | ||||
| | 2025 | | 2024 |
Non-current |
| |
| |
Other financial assets at fair value through profit or loss |
| |
| |
Equity investments (*) |
| |
| |
Other | | | ||
| |
| | |
Other financial assets at amortized cost |
|
| | |
Related parties (Note 27) |
| |
| |
Time deposits | | | ||
Corporate bonds |
| |
| |
Government securities | — | | ||
Other | | | ||
| |
| | |
| |
| | |
Current |
|
| ||
Other financial assets at fair value through profit or loss |
|
| ||
Corporate bonds |
| |
| |
Mutual funds | | | ||
Government securities |
| — |
| |
Other | — | | ||
| |
| | |
Other financial assets at amortized cost |
|
| ||
Corporate bonds | | | ||
Related parties (Note 27) |
| |
| |
Time deposits |
| |
| |
Treasury bills |
| — |
| |
Government securities | | | ||
Other |
| |
| |
| |
| | |
| |
| | |
(*) Includes equity investments where the Group holds a minor equity interest and does not exert significant influence.
Fair value of other financial assets approximates carrying amount.
F-65
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
21 Cash and cash equivalents
At December 31, | ||||
| 2025 | | 2024 | |
Cash to be deposited | | | ||
Cash at banks |
| |
| |
Time deposits |
| |
| |
Other cash equivalents (1) |
| |
| |
| |
| | |
(1) Mainly includes bank deposit certificates with immediate liquidity, treasury bills and highly liquid investments in mutual funds.
The Group considers that its cash and cash equivalents have low credit risk based, mainly, on the external credit ratings of the counterparties.
As of December 31, 2025, cash and cash equivalents includes restricted cash on deposit as collateral for a total amount of USD
22 Borrowings
At December 31, | ||||
| | 2025 | | 2024 |
Non-current |
| |
| |
Bank and financial borrowings (**) |
| |
| |
Notes (*) |
| |
| |
Other (***) | — | | ||
| |
| | |
Current |
|
| ||
Bank and financial borrowings (**) |
| |
| |
Notes (*) |
| |
| |
Other (***) | | | ||
| |
| | |
Total Borrowings |
| |
| |
Changes in borrowings during the years are as follows:
| | 2025 | | 2024 |
Balances at the beginning of the year |
| |
| |
Loans obtained |
| |
| |
Loans repaid |
| ( |
| ( |
Interest paid |
| ( |
| ( |
Accrued interest for the year |
| |
| |
Debt renegotiation expenses capitalization | ( | ( | ||
Translation differences and inflation adjustment |
| |
| ( |
Balances at the end of the year |
| |
| |
F-66
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
22 Borrowings (Cont.)
The maturity of borrowings is as follows:
| | 1 year or less | | 1 to 2 years | | 2 to 5 years | | Over 5 years | | Total |
At December 31, 2025 (1) |
| |
| |
| |
| |
| |
At December 31, 2024 (1) |
| |
| |
| |
| |
| |
(1) The amounts disclosed in the table are undiscounted cash flows of principal and estimated interest. Variable interest rate cash flows have been estimated using variable interest rates applicable at the end of the reporting period.
At December 31, | ||||
| | 2025 | | 2024 |
Fair value of borrowings (2) |
| |
| |
| |
| | |
(2) Quoted prices (unadjusted) in active markets for identical liabilities included Fair Value Level 1 under IFRS 13 and valuation at quotation prices not adjusted in active markets for identical liabilities included Fair Value Level 2. There are no financial liabilities measured at fair value.
(*) Notes include the following as of December 31, 2025:
Company | | Note | | Issuance | | Currency | | Nominal value (in | | Maturity | | Interest rate | | Outstanding |
ACI | Senior secured guarantee notes | Nov-2021 | USD | | Nov-2034 | Fixed | | |||||||
Senior secured guarantee notes | May-2015, May-2020 (1) |
| USD |
| |
| Nov-2032 |
| Fixed | | ||||
| Senior secured guarantee notes |
| Feb-2017, May-2020 (1) |
| USD |
| |
| Feb-2027 |
| Fixed | | ||
| Oct-2021 |
| USD |
| |
| Aug-2031 |
| Fixed | | ||||
| Class 1 Series 2021 Notes |
| Nov-2021 |
| USD |
| |
| Aug-2031 |
| Fixed | | ||
AA2000 |
| Class 4 Notes |
| Nov-2021 |
| USD |
| |
| Nov-2028 |
| Fixed | | |
Class 5 Notes | Feb-2022 | USD (2) | | Feb-2032 | Fixed | | ||||||||
Class 9 Notes | Aug-2022, July-2023 | USD (2) | | Aug-2026 | Fixed | | ||||||||
| Class 11 Notes |
| Dec-2024 |
| USD |
| |
| Dec-2026 |
| Fixed | | ||
Total |
| |
| |
| |
| |
| |
| |
| |
(1) | A partial exchange of the notes initially issued was performed during 2020 and 2021, which is detailed below |
(2) | These notes are dollar-linked, denominated in USD but issued and payable in ARS |
F-67
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
22 Borrowings (Cont.)
(*) Notes include the following as of December 31, 2024:
Company | Note | | Issuance | | Currency | | Nominal value (in | | Maturity | | Interest rate | | Outstanding | |
ACI | Senior secured guarantee notes | Nov-2021 | USD | | Nov-2034 | Fixed | | |||||||
Senior secured guarantee notes | May-2015, May-2020 (1) | USD | | Nov-2032 | Fixed | | ||||||||
Senior secured guarantee notes |
| Feb-2017, May-2020 (1) |
| USD |
| |
| Feb-2027 |
| Fixed | | |||
Oct-2021 | USD | | Aug-2031 | Fixed | | |||||||||
Class 1 Series 2021 Notes | Nov-2021 | USD | | Aug-2031 | Fixed | | ||||||||
Class 4 Notes | Nov-2021 | USD | | Nov-2028 | Fixed | | ||||||||
AA2000 | Class 5 Notes | Feb-2022 | USD (2) | | Feb-2032 | Fixed | | |||||||
Class 6 Notes | Feb-2022 | USD (2) | | Feb-2025 | Fixed | | ||||||||
Class 9 Notes | Aug-2022, July-2023 | USD (2) | | Aug-2026 | Fixed | | ||||||||
Class 10 Notes | July-2023 | USD (2) | | July-2025 | Fixed | | ||||||||
Class 11 Notes | Dec-2024 | USD | | Dec-2026 | Fixed | | ||||||||
Total | |
| |
| |
| |
| |
| |
|
| - | ACI Existing Notes are guaranteed and have a security package that includes the pledge of the shares in PDS and Cerealsur S.A., and certain accounts of Cerealsur S.A. and ACI. As of December 31, 2025 and 2024, they were secured by a debt service reserve account of ACI and the funds contained therein. These notes are fully and unconditionally guaranteed by Cerealsur S.A.and PDS. |
On May 26, 2020, ACI issued USD
On November 12, 2021, ACI issued USD
| - | AA2000 Existing Notes are secured by a collateral assignment of fiduciary rights of certain revenue of AA2000. |
The main covenants require compliance with certain financial ratios as well as restriction to incur additional debt and limitations on the payments of dividends if any default, whether declared or not, has occurred. As of December 31, 2025 AA2000 is in compliance with said covenants.
F-68
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
22 Borrowings (Cont.)
On May 20, 2020 AA2000 issued USD
On October 28, 2021, AA2000 issued USD
The Series 2021 Notes and the Existing Notes not exchanged are secured by the collateral currently securing the Existing Notes on a pro rata and pari passu basis. In addition, to secure its obligations under the Series 2021 Notes, AA2000, together with the relevant parties thereto, amended the cargo trust agreement dated August 9, 2019, entered into by AA2000 and the trustee (as amended, the “Cargo Trust”) in order to include holders of Series 2021 Notes as beneficiaries therein, granting them a security interest which is subordinated to (i) the rights of creditors under certain existing loans of AA2000, and (ii) any debt permitted to be incurred to finance or refinance any capital expenditures made or to be made pursuant to the concession agreement entered into by AA2000 with the Argentine National Government (as amended form time to time, the “Concession Agreement”) for the operation of the airports in Argentina.
Once the Existing Notes not exchanged in the Exchange Offer mature or are cancelled in full, AA2000 is required to amend and restate the Cargo Trust and the current trust related to the tariffs dated January 19, 2017, entered into by AA2000 and the trustee thereto (the “Tariffs Trust”), so that the Series 2021 Notes become secured under the Cargo Trust on a pro rata and pari passu basis with the existing beneficiaries of the Cargo Trust, and these beneficiaries in turn become secured under the Tariffs Trust on a pro rata and pari passu basis with the Series 2021 Notes. In accordance with the Concession Agreement, the collateral assignment of revenue must be authorized by the ORSNA. ORSNA approved, on October 15 2021, the amendment of the Tariffs Trust and of the Cargo Trust to include the Series 2021 Notes as beneficiaries thereto (including their future amendment and restatement, once the Existing Notes are cancelled in full). Furthermore, AA2000 received the approval from the BCRA to establish a non-interest bearing USD trust account in the United States to secure the Series 2021.
On November 4, 2021, AA2000 additionally issued USD
In December, 2024, AA2000 issued Class 11 Notes, for a total amount of USD
During 2025, AA2000 repurchased dollar-linked Class 10 Notes for nominal value of USD
F-69
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
22 Borrowings (Cont.)
(**) As of December 31, 2025, significant bank and financial borrowings include the following:
Outstanding | ||||||||||||||
(In millions | ||||||||||||||
Company | | Lender | | Currency | | Maturity | | Interest Rate | | of USD) | | Capitalization(1) | ||
ICAB |
| BNDES |
| R$ |
| Dec-2033 |
| Variable |
|
| |
| A | |
| Scotiabank Uruguay |
| USD |
| Feb-2026 |
| Fixed |
| |
| D | |||
TCU |
| Santander Uruguay |
| USD |
| Nov-2027 |
| Fixed |
| |
| D | ||
Santander Uruguay | USD | Jan-2028 | Fixed | | D | |||||||||
Banco BBVA Uruguay | USD | Oct-2033 | Fixed | | B | |||||||||
TA | Intesa Sanpaolo, UniCredit, BPM, BNP and Cassa Depositi e Prestiti | EUR | Jun-2030 | Variable | | A | ||||||||
Santander Uruguay | USD | Apr-2027 | Fixed | | B | |||||||||
CAISA | Banco Itaú | USD | Apr-2027 | Fixed | | |||||||||
Santander Uruguay | USD | Apr-2029 | Variable | | D | |||||||||
PDS | BROU | USD | Mar-2028 | Variable | | C | ||||||||
Total |
| |
| |
| |
| |
| |
| |
| |
As of December 31, 2024, significant bank and financial borrowings include the following:
Outstanding | ||||||||||||||
(In millions | ||||||||||||||
Company | | Lender | | Currency | | Maturity | | Interest Rate | | of USD) | | Capitalization(1) | ||
ICAB |
| BNDES |
| R$ |
| Dec-2033 |
| Variable |
|
| |
| A | |
TAGSA | Banco Guayaquil SA | USD | Feb-2026 (2) | Variable | | D | ||||||||
Banco Bolivariano CA | USD | Dec-2025 (3) | Variable | | D | |||||||||
| Scotiabank Uruguay |
| USD |
| Feb-2026 |
| Fixed |
| |
| D | |||
TCU | Santander Uruguay | USD | Nov-2027 | Fixed | | D | ||||||||
Santander Uruguay | USD | Jan-2028 | Fixed | | D | |||||||||
TA | Intesa Sanpaolo, UniCredit, BPM, BNP and Cassa Depositi e Prestiti | EUR | Jun-2030 | Variable | | A | ||||||||
AA2000 | ICBC Dubai | USD | Oct-2025 | Variable | | B | ||||||||
Santander Uruguay | USD | Apr-2027 | Fixed | | B | |||||||||
CAISA | Banco Itaú | USD | Apr-2027 | Fixed | | |||||||||
Santander Uruguay | USD | Apr-2029 | Variable | | D | |||||||||
PDS | BROU | USD | Mar-2028 | Variable | | C | ||||||||
Total |
| |
| |
| |
| |
| |
| |
| |
(1) A - Secured/guaranteed
B – Secured/unguaranteed
C – Unsecured/guaranteed
D - Unsecured/unguaranteed
(2) TAGSA prepaid the loan on February 20, 2025.
(3) TAGSA prepaid the loan on March 20, 2025.
F-70
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
22 Borrowings (Cont.)
- | The Credit Facility Agreement between ICAB and BNDES is secured by the pledge of ICAB and Inframérica Participaçoes S.A. shares, the fiduciary assignment of rights arising under the Brasilia airport concession agreement and letters of guarantee issued by indirect shareholders and affiliates of ICAB. It also establishes under certain circumstances a required pre-authorization by BNDES on payments of ICAB dividends if exceeding |
During 2017 and 2018 ICAB entered into amendments and extension agreements with BNDES in which ACI Airports S.à r.l. and CAAP agreed not to create any encumbrances on their shares in Inframérica, and not to sell, acquire, merge or spin-off assets or undertake any other action that results or that may result in a change in the current corporate structure of Inframérica or any change of control in Inframérica, without the prior consent of BNDES. ACI Airports S.à r.l. has agreed not to undertake any change of control in CAAP without the prior consent of BNDES. In addition, ACI Airports S.à r.l. has agreed to maintain a minimum credit rating or a stand-alone rating (without including the sovereign rating) of at least B-/B3, being in compliance therewith as of December 31, 2025.
- | In May 2024, TA signed, with closing date June 27, 2024, a new financial agreement with the Lenders. This loan includes the following credit lines: |
| ● | up to EUR |
| ● | up to EUR |
| ● | up to EUR |
As of December 31, 2025, the Lenders had disbursed EUR
This loan agreement includes covenants which require the maintenance of certain financial ratios to be fulfilled as of June 30 and December 31 of each year the loan remains outstanding along with certain restrictions on dividend distributions.
Those covenants have been met as of December 31, 2025. This loan agreement is also secured by the assignment of account receivables, a pledge on project and operational accounts, a share pledge over subsidiaries, a special privilege on all movable assets and a mortgage on any current and future real estate property rights acquired by TA.
As of December 31, 2025, this loan is covered by a guarantee from SACE S.p.A., for up to the greater of (i)
F-71
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
22 Borrowings (Cont.)
| - | On July 29, 2022, AA2000 obtained a loan from Industrial and Commercial Bank of China, Dubai branch, for a total amount of USD |
- | CAISA pursuant to the credit facilities with Banco Santander S.A. and Banco Itaú Uruguay S.A. is required to comply with certain financial ratios, which have been met as of December 31, 2025, as well as certain restrictions. Assignment of certain revenues has been given to secure the aforementioned credit facilities. |
- | On April 16, 2021, PDS obtained a loan of USD |
| - | On October 28, 2025, TCU entered into a loan agreement with Banco BBVA Uruguay for USD |
(***) As of December 31, 2025 and 2024, other borrowings correspond to a loan obtained in December 2024 by CAIT for EUR
As of December 31, 2025 and December 31, 2024, the Company and its subsidiaries met the financial covenants under all outstanding financings.
F-72
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
23 Other liabilities
At December 31, | ||||
| 2025 | | 2024 | |
Non-current |
| |
| |
Concession fee payable (1) |
| |
| |
Advances from customers |
| |
| |
Provisions for legal claims (4) |
| |
| |
Provision for maintenance costs (2) |
| |
| |
Other taxes payable |
| |
| |
Employee benefit obligation (3) |
| |
| |
Other liabilities with related parties (Note 27) |
| |
| |
Other payables |
| |
| |
| |
| | |
Current |
|
| ||
Concession fee payable (1) |
| |
| |
Other taxes payable |
| |
| |
Salary payable |
| |
| |
Other liabilities with related parties (Note 27) |
| |
| |
Advances from customers |
| |
| |
Provision for maintenance cost (2) |
| |
| |
Expenses provisions |
| |
| |
Provisions for legal claims (4) |
| |
| |
Other payables (*) |
| |
| |
| |
| | |
(*) As of December 31, 2025, Other payables includes deferred income for a total amount of USD
Maturity of the other liabilities is as follows:
| 1 year or less | | 1 - 2 years | | 2 - 5 years | | Over 5 years | | Total | |
At December 31, 2025 (**) |
| |
| |
| |
| |
| |
At December 31, 2024 (**) |
| |
| |
| |
| |
| |
(**) The amounts disclosed in the table are undiscounted cash flows.
The fair value of financial liabilities within current and non-current other liabilities approximates its carrying amount.
(1) The most significant amounts included in the concession fee payable derive from the concession agreement between the Brazilian ANAC and ICAB.
F-73
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
23 Other liabilities (Cont.)
The Brazilian concession agreement provides the payment of a fixed and a variable concession fee.
a) | Fixed concession fee |
The Brasilia Airport concession agreement established a fixed concession fee of R$
This fixed concession fee is divided in two parts:
(a) | Right of use if the airport operates at the existing operating capacity at the beginning of the concession, and |
(b) | the second portion relates to the Group estimation of the value of the right of use after completion of the infrastructure works that increase capacity of the airport. |
Changes in the liability related to the increase capacity of the airport or contract modifications are accounted for against the “Concession asset”. Changes in the liabilities due to passage of time and inflation adjustment are recognized against profit or loss of the year.
b) | Variable concession fee |
The concession agreement for the Brasilia Airport requires payment of an annual fee of
Changes in the year for fixed and variable concession fee payable are as follows:
| | 2025 | | 2024 |
Balances at the beginning of the year |
| |
| |
Financial result (*) |
| |
| |
Concession fees |
| |
| |
Payments |
| ( |
| ( |
Re-equilibrium compensation (**) |
| ( |
| ( |
Other | ( | | ||
Translation differences and inflation adjustment |
| |
| ( |
Balances at the end of the year |
| |
| |
(*) Mainly includes changes in the liabilities of Brazilian concessions due to passage of time and changes in the Brazilian IPCA shown in Note 9.
(**) Mainly includes compensation with the re-equilibrium granted to ICAB as detailed in Note 8.
F-74
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
23 Other liabilities (Cont.)
On October 23, 2020, the Ministério da Infraestrutura of Brazil issued an order (Portaria No. 157) that allow companies to re-schedule at least
Regarding the 2022 concession fee a partial payment of R$
On December 10, 2025, ICAB was informed by ANAC of the suspension of the enforceability of the 2025 fixed concession fee, in the amount of R$
(2) Changes in the year of the Provision for maintenance costs is as follows:
| | 2025 | | 2024 |
Balances at the beginning of the year |
| |
| |
Accrual of the year |
| |
| |
Use of the provision |
| ( |
| ( |
Translation differences and inflation adjustment |
| |
| ( |
Balances at the end of the year |
| |
| |
(3) TAGSA and TA have post-employment benefits which are defined benefit obligations. The amount of termination benefit has been calculated using the “Projected Unit Credit Method”, based on actuarial valuations at the end of the year.
The assumptions used for the purposes of valuation of TA long term defined benefit obligations at December 31, 2025 and 2024 are:
- Annual discount rate:
- Annual inflation rate:
- Annual employee termination benefit increase rate:
F-75
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
23 Other liabilities (Cont.)
The iBoxx Eurozone Corporate AA 10+ index has been selected as the discount rate to be used, as the term of 10 or more years is comparable to the average remaining period of service of the personnel subject to the long-term benefit.
The sensibility in relation with the provision of TA for a total amount of USD
Assumption | | Annual discount rate | | Annual rate of inflation | | Annual turnover rate | ||||||
Variation rates |
| | ( | | ( | | ( | |||||
Provision for salary payable |
| |
| |
| |
| |
| |
| |
The assumptions used for the valuation of TAGSA at December 31, 2025 and 2024 are:
- Annual discount rate:
- Annual turnover rate:
- Annual employee termination benefit (in years):
- Annual employee mortality and disability rate: TM IESS 2002 in 2025 (TM IESS 2002 in 2024). (*)
- Annual employee future wage increase:
(*) | Mortality Table “Instituto Ecuatoriano de Seguridad Social” |
The sensibility in relation with the provision of TAGSA for a total amount of USD
Annual employee future | ||||||||||||
Assumption | | Annual discount rate | | wage increase | | Annual turnover rate | ||||||
Variation rates |
| | ( | | ( | | ( | |||||
Provision for salary payable |
| |
| |
| | |
| |
| | |
Changes of the provision in the year is as follows:
| | 2025 | | 2024 |
Balances at the beginning of the year |
|
| ||
Actuarial (loss) / gain (in other comprehensive income) |
| ( |
| |
Service Cost |
| |
| ( |
Amounts paid in the year |
| ( |
| ( |
Other | — | | ||
Translation differences and inflation adjustment |
| |
| ( |
At the end of the year |
| |
| |
The amounts shown in the Consolidated Statement of Comprehensive Income for USD
F-76
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
23 Other liabilities (Cont.)
(4) Changes in the year of the provision for legal claims is as follows:
| | 2025 | | 2024 |
Balances at the beginning of the year |
| |
| |
Accrual of the year |
| |
| |
Other | — | | ||
Use of the provision |
| ( |
| ( |
Translation differences and inflation adjustment |
| |
| ( |
Balances at the end of the year |
| |
| |
24 Trade payables
At December 31, | ||||
| 2025 | | 2024 | |
Non-current |
| |
| |
Trade payable with suppliers |
| |
| |
| |
| | |
Current |
|
| ||
Trade payables with suppliers |
| |
| |
Trade payables with related parties (Note 27) |
| |
| |
| |
| | |
Fair value of trade payables does not materially differ from the net carrying amount.
F-77
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
25 Equity
a) Share capital, share premium and treasury shares
Share capital | At December 31, | |||||
| 2025 | | 2024 | | 2023 | |
Balances at the beginning of the year |
| |
| |
| |
Capital increase (1) |
| |
| — |
| — |
Balances at the end of the year |
| |
| |
| |
Share premium | At December 31, | |||||
| 2025 | | 2024 | | 2023 | |
Balances at the beginning of the year |
| |
| |
| |
Capital increase (1) |
| |
| — |
| — |
Balances at the end of the year |
| |
| |
| |
(1)On May 28, 2025, CAAP increased its share capital by the amount of USD
As of December 31, 2025, 2024 and 2023 the remaining shares issued under the Management Compensation Plan are held in treasury until their allocation to executives and key employees.
| 2025 | | 2024 |
| 2023 | |||||||
Treasury shares | Shares | | USD | | Shares | | USD | | Shares | | USD | |
At January 1 |
| |
| |
| |
| |
| |
| |
Transfer of treasury shares to executives and key employees |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
At December 31 |
| |
| |
| |
| |
| |
| |
Set out below are summaries of shares granted under the Management Compensation Plan for the years ended December 31, 2025, 2024 and 2023:
Average | Average | Average | ||||||||||
price per | price per | price per | ||||||||||
| share | | 2025 | | share | | 2024 | | share | | 2023 | |
As at January 1, |
| |
| |
| |
| |
| |
| |
Granted during the year |
| |
| |
| |
| |
| |
| |
Exercised during the year |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( |
As at December 31, |
| |
| |
| |
| |
| |
| |
F-78
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
25 Equity (Cont.)
a) Share capital, share premium and treasury shares (Cont.)
Additionally, below are the amounts in USD of share granted, exercised and accrued for the years ended December 31, 2025, 2024 and 2023:
2025 | 2024 | 2023 | ||||||||||||||||
Assignment date | | Granted | | Exercised | | Accrued | | Granted | | Exercised | | Accrued | | Granted | | Exercised | | Accrued |
December 2021 | — | — | — | — | — | — | — | | | |||||||||
April 2022 |
| — |
| — |
| — |
| — |
| |
| |
| — |
| |
| |
December 2022 |
| — |
| — |
| — |
| — |
| |
| |
| — |
| |
| |
April 2023 |
| — |
| |
| |
| — |
| |
| |
| |
| |
| |
November 2023 |
| — |
| |
| |
| — |
| |
| |
| |
| |
| |
August 2024 |
| — |
| |
| |
| |
| |
| |
| — |
| — |
| — |
September 2025 |
| |
| |
| |
| — |
| — |
| — |
| — |
| — |
| — |
December 2025 |
| |
| |
| |
| — |
| — |
| — |
| — |
| — |
| — |
As at December 31, |
| |
| |
| |
| |
| |
| |
| |
| |
| |
b) Other reserves
The movements of Other reserves of the owners of the Company are as follows:
| 2025 | | 2024 | | 2023 | |
At the beginning of the year |
| ( |
| ( |
| ( |
Change in participation (1) | ( | ( | | |||
Fair value adjustment on equity issuance (2) | | — | — | |||
Share-based compensation reserve (Note 25.a)) |
| |
| |
| |
Execution of share-based compensation reserve |
| ( |
| ( |
| ( |
Hedge reserve net of income tax | | ( | — | |||
Remeasurement of defined benefit obligations net for income tax |
| |
| ( |
| |
As at December 31, |
| ( |
| ( |
| ( |
| (1) | As of December 31, 2025 relates mainly to USD ( |
| (2) | As of December 31, 2025 relates difference between the fair value and the subscription price of the newly issued shares, see Note 1 and Notes 25.a). |
F-79
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
25 Equity (Cont.)
c) Other comprehensive income / (loss)
The movements of the reserve of other comprehensive income / (loss) for the year of the owners of the parent is as follows:
| | | | | Transfer from | | ||||||||
Remeasurement | Share of other | Income | shareholders | |||||||||||
Currency | of defined | comprehensive | Tax | equity – currency | ||||||||||
translation | benefit | Cash flow | loss from | effect | translation | |||||||||
| adjustments | | obligations (*) | | hedge (*) | | associates | | (*) | | differences | | Total | |
Balances at January 1, 2025 | ( | | ( | ( | | | ( | |||||||
Other comprehensive income/(loss) for the year | ( | | | | ( | | ( | |||||||
For the year ended December 31, 2025 | ( | | ( | ( | | | ( | |||||||
Balances at January 1, 2024 |
| ( | | — | ( | ( | | ( | ||||||
Other comprehensive income/(loss) for the year |
| | ( | ( | | | | | ||||||
For the year ended December 31, 2024 |
| ( | | ( | ( | | | ( | ||||||
Balances at January 1, 2023 |
| ( |
| |
| — | ( |
| ( |
| |
| ( | |
Other comprehensive income/(loss) for the year |
| ( |
| |
| | ( |
| |
| |
| ( | |
For the year ended December 31, 2023 |
| ( |
| |
| — | ( |
| ( |
| |
| ( |
(*) Income tax relating to OCI amounts to Remeasurement of defined benefit obligations and cash flow hedge. The movement was recognized as other comprehensive income / (loss) of other reserves.
F-80
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
25 Equity (Cont.)
d) Non – controlling interest
The movements of the non-controlling interest for the year is as follows:
| 2025 | | 2024 | | 2023 | |
At the beginning of the year |
| |
| |
| |
Shareholder contributions (1) |
| |
| |
| |
Income / (loss) for the year |
| |
| |
| ( |
Other comprehensive income / (loss) |
|
|
| |||
Currency translation |
| ( |
| |
| ( |
Remeasurement of defined benefit obligations |
| |
| ( |
| ( |
Cash flow hedge | | ( | — | |||
Reserve for income tax |
| ( |
| |
| |
| ( |
| |
| ( | |
Changes in non-controlling interest |
|
|
| |||
Changes in the participations –acquisitions (2) |
| ( |
| ( |
| ( |
Dividends approved (3) |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
Non-controlling interest at the end of the year |
| |
| |
| |
(1) Corresponds mainly to contributions made by the non-controlling interest in ICAB.
(2) As of December 31, 2025, relates mainly to the carrying amount of the non-controlling interest in CAIT (see Note 2.b and Note 25.a) and the acquisition of the non-controlling interest of CAS performed by Cedicor S.A, increasing the indirect participation of CAAP from
(3) As of December 31, 2025, all distributions to non-controlling interest approved during the year were fully paid. In addition, during 2025, distributions approved in 2024 that were outstanding as of December 31, 2024 were settled for USD
F-81
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits
a. Contingencies
CAAP and its subsidiaries are, from time to time, subject to various claims, lawsuits and other legal proceedings, including customer claims, in which third parties are seeking payment for alleged damages, reimbursement for losses or indemnity. Some of these claims, lawsuits and other legal proceedings are subject to substantial uncertainties. Accordingly, the potential liability with respect to such claims, lawsuits and other legal proceedings cannot be estimated with certainty. Management, with the assistance of legal counsel, periodically reviews the status of each significant matter and assesses potential financial exposure. If a potential loss from a claim, lawsuit or proceeding is considered probable and the amount can be reasonably estimated, a provision is recorded. Accruals for loss contingencies reflect a reasonable estimate of the losses to be incurred based on information available to management as of the date of preparation of the Financial Statements, and take into consideration the Group’s litigation and settlement strategies.
The Company believes that the aggregate provisions recorded for losses in these Consolidated Financial Statements, are adequate based upon currently available information.
Argentina legal proceedings
AA2000 Environmental proceedings
Pursuant to the Final Memorandum of Agreement entered into with the Argentine Government, dated April 3, 2007, AA2000 is required to assess and remediate environmental damage at their airports in Argentina.
In August 2005, a civil action was brought by ASSUPA, a non-governmental organization, against Shell Oil Company for alleged environmental damages caused by an oil spill at Ezeiza Airport and, in September 2006, AA2000 was called to intervene as a third party at the request of the plaintiff. The lawsuit alleges that AA2000 is jointly liable with Shell due to the fact that AA2000 manages the real property at which the environmental damages occurred. AA2000 has asserted that Shell is solely responsible for any damages. As of the date of these Consolidated Financial Statements, Shell Oil Company and the ORSNA are jointly implementing a damage remediation plan.
In August 2011, ASSUPA brought a civil action against AA2000 in an Argentine administrative federal court in the City of Buenos Aires (Justicia Federal en lo Contencioso Administrativo de la Capital Federal), under the General Environmental Law No. 25,675, requesting compensation for environmental damage caused in all airports under the AA2000 Concession Agreement.
A “General Remediation Agreement” was entered into with ASSUPA, under which the execution of airport-specific improvement and renovation works was agreed. It was also agreed that these remediation works would be funded out of the Trust Fund for Funding Infrastructure Works in airports under the AA2000 Concession Agreement.
In connection with the civil action filed by ASSUPA, on April 15, 2021, a specific agreement covering the improvement and renovation works at Ezeiza airport was signed.
The agreements entered into with ASSUPA were submitted to ORSNA and were also approved by the Court hearing the civil action filed by ASSUPA on August 30, 2021.
In addition, an agreement covering the fees of ASSUPA’s legal counsel and technical experts has also been signed. The monetary amount of this agreement was recognized as of September 30, 2021 and was included in Other operating expenses line.
The amounts to be paid in connection with the remediation works will be considered investments under the AA2000 Concession Agreement.
F-82
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
a. Contingencies (Cont.)
Argentina legal proceedings (Cont.)
ANSA civil proceedings
On October 26, 2018, ANSA was served with a complaint from a supplier alleging ANSA’s breach of contract for the financing of the construction of a hangar at the airport of Neuquén.
On July 7, 2022, the first instance judgment rejected the claim and imposed the payment of the Court costs to the plaintiff who appealed.
On December 13, 2023, the Court of Appeals partially upheld the plaintiff’s appeal on the merits and reversed the first instance ruling, ordering ANSA to pay the sum of USD
ANSA has appealed this ruling before the Supreme Court of Neuquén on both, the merits and the Court costs and the former counsel appealed just on the amount of the fess. The likelihood of success of ANSA’s appeal is uncertain although there are reasonable grounds to challenge the second instance ruling. Conversely, the chances of success of the counsel’s appeal are low. Both extraordinary appeals are pending.
The appeal does not prevent the beneficiaries of the judgment from requesting provisional seizures against ANSA to ensure the collection of their fees if the judgment is upheld. These seizures cannot be executed until the provincial extraordinary appeal is resolved and will proceed only if the appeal is dismissed. If seizures are requested, they will need to be backed by insurance policies. Counsel’s fees should be covered by the insurance policy previously submitted in the proceedings.
ANSA also received a claim from a supplier of USD
Brazil legal proceedings
Civil Proceedings
ICAB identified three payments in the total amount of approximately R$
F-83
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
a. Contingencies (Cont.)
Brazil legal proceedings (Cont.)
Tax Proceedings
On November 1, 2017, ICASGA initiated a lawsuit before the Municipality of São Gonçalo do Amarante to dispute the legality of the IPTU collected by the City of São Gonçalo do Amarante.
On January 18, 2018, the judge granted a provisional decision by suspending the tax collection, and on August 27, 2019, a further ruling found the collection as unfounded. The Municipality appealed and obtained a provisional decision, which allowed for the collection of such tax up to the amount of approximately R$
On November 17, 2020, the State Court made its final decision and denied the Municipality’s appeal. Therefore, the judgment dismissing the collection of IPTU against ICASGA was confirmed. The Municipality filed a final appeal at the Supreme Court and on August 1, 2023 a first decision was granted, in favor of the City. The Minister decided to revoke the State Court’s last decision and ruled that the State Court had to analyze the lawsuit again. ICASGA submitted an appeal before the Supreme Court, asking for this monocratic decision to be reviewed by the other Ministers. The Supreme Court partially changed its decision, and decided to keep IPTU immunity as a rule, but to allow the Municipality to collect this tax only over the areas occupied by third parties who exploit activities unrelated to the airport public service.
After the Supreme Court’s decision, in December 2023 the Municipality rectified the value of the tax claimed from R$
In a decision given on April 3, 2024, the Municipality: (i) revoked the IPTU tax collection for the years 2012 to 2014 and (ii) maintained the IPTU over the entire Airport through the years 2015 to 2023.
ACIB filed another administrative appeal, based on the Supreme Court decision that allows the Municipality to collect this tax only over the Airport areas occupied by third parties who exploit activities unrelated to the Airport public service, which was denied. The Municipality would have to claim the payment at Court proceeding in which case ACIB is prepared to dispute it.
In September 2014, ICAB initiated a lawsuit that dispute the legality of the IPTU collected by the Federal District. In October 2014, the judge granted a provisional decision by suspending the tax collection, and in April 2015, a further ruling found the collection as unfounded.
In June 2022, the Brazilian Supreme Court confirmed this ruling, excluding ICAB’s responsibility for the payment of IPTU and restricting this tax to the areas occupied by third parties who pursue activities unrelated to the airport. Despite the Supreme Court’s decision, the Federal District continued to make legal demands mistakenly charging IPTU against Inframerica.
There are currently five lawsuits regarding IPTU claims, amounting to USD
ACIB replaced ICASGA in all legal proceedings as consequence of the absorption of ICASGA by ACIB, effective as from December 31, 2023.
F-84
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
a. Contingencies (Cont.)
Ecuadorian Proceedings
Tax Proceedings
The Ecuadorian tax authority SRI determined that TAGSA owed approximately USD
Italian proceedings
TA entered into
On September 10, 2021, NIT filed a claim before the Civil Court of Milan - claiming the fulfillment of the conditions precedent required to obtain the issuance of a constitutive sentence pursuant to art. 2932 of the Italian Civil Code, - condemning TA to pay the remaining contract price (EUR
On January 20, 2022, TA answered the claim by rejecting all the requests made by NIT, as inadmissible and unfounded; taking into consideration the non-occurrence of the conditions precedent, and requesting NIT to immediately return the sums already paid by TA.
The parties submitted their final briefs in December 2023, and On May 1, 2024, the Court issued the ruling in which NIT’s claim was rejected and NIT was condemned to return to TA the sums that had been paid as deposit, plus interest and legal costs.
On May 31, 2024, TA received from NIT reimbursement of the deposit plus interests (EUR
F-85
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
a. Contingencies (Cont.)
Peruvian proceedings
On July 13, 2017, the Government of Peru notified the unilateral decision to rescind the concession agreement for the Nuevo Aeropuerto Internacional de Chinchero.
On June 21, 2018, an arbitration procedure request was submitted by KW to the competent authority ICSID (known as CIADI in Spanish). On the same date, CASA also submitted to CIADI a request for the arbitration procedure under the Bilateral investment treaty framework. Both procedures before CIADI shall be carried out in a single docket.
On August 10, 2023, KW received notification from the CIADI Arbitral Court finding that the unilateral termination of the Concession Agreement by the Peruvian Ministry of Transports and Communications was arbitrary and unjustified. The Arbitral Court determined the final award for damages and losses, and on February 28, 2024, both parties submitted further information that was required by the Tribunal to calculate the lost profits based on the invested amounts and the recognition of interests.
On May 9, 2024, ICSID/CIADI confirmed that “Peru breached the concession contract by terminating it without a well-founded reason of public interest” and ordered that “damages in the amount of USD
In December 2025, KW and the Government of Peru reached a final agreement regarding the compensation to be paid in full satisfaction of the final award issued by the CIADI (see Note 33), in the amount of USD
Following advice taken from local counsel,
F-86
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments
| | | | Current | | |||||
Number of | Concession Start | Concession | ||||||||
Country | Concession | Airports | Date | End Date | Extension Details | |||||
Argentina |
| AA2000 |
| 1998 |
| 2038 |
| |||
| ANSA |
|
| 2001 |
| 2026 |
| |||
| BBL |
|
| 2008 |
| 2033 |
| |||
Italy |
| TA (SAT) |
|
| 2006 |
| 2048 | |||
| TA (ADF) |
|
| 2003 |
| 2045 | ||||
Brazil |
| ICAB |
|
| 2012 |
| 2037 |
| ||
Uruguay |
| PDS |
|
| 2003 |
| 2053(1) | |||
| CAISA |
|
| 1993 |
| 2043(2) | ||||
Ecuador |
| TAGSA |
|
| 2004 |
| 2031 | |||
| ECOGAL |
|
| 2011 |
| 2032(3) | ||||
Armenia |
| AIA |
|
| 2002 |
| 2067(3) (4) |
| ||
Total |
| |
|
(1) | In 2021, the Group obtained a |
(2) | In 2024, the Group obtained a |
(3) | In 2026, the concession terms have been extended, please refer to note 33. |
(4) | The agreement provides for the possibility to discuss future extensions upon mutual agreement. |
F-87
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Argentine Concession Agreement
In February 1998 AA2000 was awarded the concession agreement for the use, operation and management of
Likewise, and in order to be able to continue with the policies related to the expansion of the aviation market, AA2000 was awarded the concessions for the operation of the El Palomar Airport and Termas de Rio Hondo Airports, which were brought under the AA2000 Concession Agreement pursuant to Decree No. 1107/2017 and Resolution of ORSNA No. 27/2021 respectively.
The Argentine Concession Agreement was granted for an initial period of
In December 2020, the Argentine Government extended the term of the AA2000 Concession Agreement to February 2038.
Obligations assumed by AA2000 as Concessionaire
Under the terms of the Concession Agreement, AA2000 is responsible for several functions in connection with the airports, among others; operating airport services and facilities in a reliable manner, implementing the master plans approved by the ORSNA, investing in airport infrastructure in accordance with the applicable investment plan and, the maintenance of airports as foreseen under the concession agreement.
Pursuant to the Technical Conditions of the Extension approved by Decree No. 1009/2020, other financial commitments were imposed on AA2000 including the availability of funds to make direct investments.
The Financial Projection of Income and Expenses attached to the Technical Conditions of the Extension include the detail of the estimated dates by which the required commitments and capital expenditures have to be performed.
The Argentine Concession Agreement requires AA2000 to formulate a master plan for each of its airports. Each master plan establishes the investment commitments for each airport during the term of the Argentine Concession Agreement, taking into account the expected demand of aeronautical and commercial services. AA2000 determined the capital expenditures for the periods 2021, 2022-2023; 2024-2027 and 2028-2038.
AA2000’s capital expenditures under the Technical Conditions of the Extension equals the aggregate amount of approximately USD
As of December 31, 2025, AA2000 completed the infrastructure works committed within phase 1, while it is currently executing the phase 2 commitment. With respect to the phase 2 commitment, AA2000 executed works for USD
F-88
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Argentine Concession Agreement (Cont.)
Obligations assumed by AA2000 as Concessionaire (Cont.)
On December 9, 2024, ORSNA notified the issuance of Resolution RESFC-2024-36-APN-ORSNA#MTR, approving the Review of the Financial Projection of Income and Expenses used for the calculation of the concession fees owing for the periods 2021, 2022, and 2023. AA2000 had requested the review of the financial projections in connection with capital and maintenance expenses and the projections of passenger traffic, commercial revenues and maintenance expenses. The request also addresses delays in economic equilibrium revisions and discounts on some rates. On August 7, 2025, ORSNA and AA2000 jointly agreed to suspend the deadlines foreseen for the review process. The procedural deadlines have been further requested to be suspended until April 16, 2026, which remains subject to court approval.
Pursuant to the terms of the Argentine Concession Agreement, the Argentine National Government will have the right to buyout the concession at any time as from February 13, 2018. If such right is exercised, the Argentine National Government is required to indemnify AA2000 and assume in full any debts incurred by AA2000 to acquire goods or services for purposes of providing airport services, except for debts incurred in connection with the investment plan for which AA2000 would be compensated as part of the payment made to AA2000 by the Argentine Government.
Additionally, the Argentine Concession Agreement defines some additional conditions upon which either the Argentine National Government or AA2000 could demand the termination of the agreement. Termination of the AA2000 Concession Agreement would constitute a default under the Senior secured guarantee notes due 2027, the Class 1 Series 2021 Notes due 2031.
F-89
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Argentine Concession Agreement (Cont.)
Concession fees
Under the terms of the Argentine Concession Agreement, AA2000 is required to allocate monthly an amount equal to
- |
| - |
| - |
In lieu of putting money into the trust AA2000 may provide evidence of the provision of aeronautical and/or airport services performed within the framework of the concession. Acceptance of those credits is subject to approval of the Secretary of Transportation and the ORSNA.
Guarantees
In order to guarantee performance of the works, AA2000 has posted a surety bond to comply with the investment plan guarantee required by the ORSNA amounting as of December 31, 2025 to USD
Insurance
In addition, AA2000 is required to maintain a civil liability insurance policy covering personal and property damages, loss or injury in an amount of at least ARS
In addition to the airports operated under the AA2000 Concession Agreement, the Group also operates the Neuquén Airport and the Bahía Blanca Airport.
The Neuquén Airport and the Bahía Blanca Airport are not material to CAAP’s business.
F-90
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Uruguayan Concession Agreements
Carrasco International Airport and New Airports
PDS signed with the Uruguayan Government a concession agreement which granted from year 2003 to 2023 the management, exploitation, construction, maintenance and operation of Carrasco International Airport “Gral. Cesáreo L. Berisso”. A first amendment to the contract dated September 2, 2014 extended the concession until November 20, 2033. As of November 8, 2021, a second amendment to the concession agreement was made, modifying among other things, (i) the term of the agreement to November 20, 2053, (ii) the number of airport (
The operation of the New Airports by PDS under the amended concession agreement started progressively in 2022. As of December 31, 2025 all the New Airports are fully operational.
Obligations assumed by PDS as Concessionaire
Under the terms of the Concession Agreement, PDS is responsible for several functions in connection with the airports, among others; operating airport services and facilities in a reliable manner, make investments and maintenance as described in the technical attachments to the concession agreement, maintain the guarantees and insurance policies valid and current, pay the annual concession fee.
On May 15, 2024, PDS signed amendments to its concession agreement to include part of the old passenger terminal of the Carrasco International Airport into the concession, PDS plans to invest in order to expand its cargo activities, in particular, pharma and courier services. In counterpart, PDS will pay an additional fee.
Additionally, PDS committed to invest in a new Instrument Landing System (ILS) category IIIb, similar to those utilized in the world’s major airports. This system will enable aircraft to land safely in adverse weather conditions, thereby enhancing air connectivity, increasing predictability for airlines, and providing a competitive advantage for aviation development. The amendment foresees a tariff adjustment (approach fee) that can be charged by PDS.
During the next five years, PDS is committed to make additional capital expenditures in the amount of USD
Upon execution of the amended concession agreement, the Uruguayan Ministry of Defense will still have the right, with prior authorization from the Uruguayan executive power, to terminate the concession agreement prior to the scheduled termination date due to reasons based on “public interest”. In this case, an indemnification amount shall be paid the amount of which depends on whether the termination relates to one or more of the New Airports (partial termination) or to the Carrasco International Airport (full termination).
F-91
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Uruguayan Concession Agreements (Cont.)
Carrasco International Airport and New Airports (Cont.)
Obligations assumed by PDS as Concessionaire (Cont.)
Additionally, the concession agreement may be terminated by the Defense Ministry (with prior approval of the executive power) upon repeated and material breaches of the concession agreement by PDS. In the event of force majeure (e.g., the destruction severe damage that prevents the airport’s operations), the Defense Ministry will be entitled to terminate the concession agreement without paying the termination payment to PDS and collect all of the indemnification payments under all of the airport’s insurance policies. Alternatively, the Defense Ministry could request PDS to re-build the airport if the reconstruction of the airport does not alter the terms of the concession agreement. The concession agreement may be also terminated by mutual agreement (with prior approval of the Uruguayan executive power). No termination fee is payable by any party in this circumstance.
Concession fees
Pursuant to the concession agreement, PDS is required to pay to the Uruguayan Government an annual fee, which will be the higher of: a) USD
Guarantees
Based on the above, PDS is required to provide the following guarantees: a guarantee securing the completion of the construction works for a total amount as of December 31, 2025 of USD
Insurance
PDS must contract civil liability insurance against damages, losses or injuries that could be caused to persons or property in relation to the performance under the concession agreement, with itself and the Uruguayan Ministry of Defense as loss payees, to cover all risks until termination or expiration of the concession. The minimum coverage amount is USD
Punta del Este Airport
CAISA signed with the Uruguayan Government a concession agreement which grants until the year 2019 for the reconstruction, maintenance and partial operation of the services of International Airport C/C Carlos A. Curbelo (Laguna del Sauce) – Punta del Este, starting to operate in 2008.
As of June 28, 2019, the concession agreement between CAISA and the Ministry of Defense was amended extending its term to March 31, 2033.
On May 15, 2024, CAISA signed an amendment to its concession agreement that includes the extension of the term of the concession for a
F-92
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Punta del Este Airport (Cont.)
Terms of the Punta del Este Concession Agreement extension include a minimum annual concession fee of USD
During the next
Based on the above, CAISA was required to provide the following guarantees: a guarantee securing the completion of the construction works and a guarantee for concession contract fulfillment for USD
Additionally, CAISA must contract civil liability insurance against damages, losses or injuries that could be caused to persons or property in relation to the performance under the concession agreement. The amount insured as of December 31, 2025 is approximately USD
Ecuadorian Concession Agreement
TAGSA
TAGSA has a concession agreement which granted until July 27, 2029 the development, operation and maintenance of JJO. On July 20, 2021 TAGSA, AAG and the Municipality of Guayaquil entered into an amendment of the agreement resolving to extend the concession of the Guayaquil airport for additional two years, i.e. until July 27, 2031.
Obligations assumed by TAGSA as Concessionaire
Under the terms of the Concession Agreement, TAGSA is responsible for several functions in connection with the airport, among others; operate and manage the airport, make investments and maintenance specified in the Concession Agreement and expansion of the national terminal, pay the annual concession fee, provide other non-aeronautic services.
On July 6, 2018, TAGSA amended the concession agreement (the “Guayaquil Concession Agreement”) which established new additional works for an amount of USD
The concession agreement may be terminated prior to the scheduled termination date upon the breach by TAGSA and/or by AAG of its obligations stipulated in the concession agreement or any amendment as well as due to mutual agreement of the parties.
Concession fees
TAGSA was required to pay the annual concession amount to a trust, which amounts to
F-93
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Ecuadorian Concession Agreement (Cont.)
Guarantees
TAGSA is required to maintain a performance bond as security for the timely fulfillment of the obligations under the concession agreement of USD
Insurance
In addition, TAGSA is required to maintain a civil liability insurance policy covering personal and property damages, loss or injury. TAGSA has taken out an insurance policy for an amount of approximately USD
ECOGAL
ECOGAL has a concession agreement, which granted until 2026 the development, operation and maintenance of Seymour Airport in Galapagos Island. The term of the concession has been extended, see Note 33.
ECOGAL is required to maintain a bank guarantee of USD
Brazilian Concession Agreement
ICAB signed with the Brazilian ANAC a concession agreement which grants the construction, operation and maintenance of the airport of Brasilia for a period of
Obligations assumed by ICAB as Concessionaire
Under the terms of the Concession Agreements, ICAB is responsible for several functions in connection with the airports, among others; provide adequate services to passengers and users of the airports, provide proper services, presenting the Brazilian ANAC with an Infrastructure Management Plan and Services Quality plan every five years making any necessary investments to expand airport operations to sustain the required service levels. During the next five years, ICAB expects to incur additional mandatory investments in the amount of USD
The Brazilian Concession Agreement will be deemed terminated prior to the scheduled termination date upon any of the following events;
- | the expropriation of the concession by the Brazilian ANAC for reasons of public interest; |
- | forfeiture declaration by the Brazilian ANAC as a result of the breach of material contractual obligations by ICAB pursuant to Article 38 of the Brazilian Concessions Law; |
- | termination by a judicial order resulting from an action filed by ICAB based upon the breach of the Brazilian ANAC obligations; |
- | the annulment of the Brazilian Concession Agreements by a judicial or administrative order based on the discovery of illegalities or irregularities in the tender documents, in the bid process or in the Brazilian Concession Agreement; or |
- | bankruptcy or liquidation of ICAB, as the case may be. |
F-94
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Brazilian Concession Agreement (Cont.)
Obligations assumed by ICAB as Concessionaire (Cont.)
If the Brazilian Concession Agreement is terminated in connection with a forfeiture declaration issued by the Brazilian ANAC, then the amount of the indemnification payment will be limited to the non-amortized amount of assets reverted to the Brazilian Government less the amount of (i) any applicable losses; (ii) fines; and (iii) insurance payments received by ICAB, in each case, in connection with the events and circumstances that resulted in the forfeiture declaration.
Concession fees
Grant payment obligations arising from this concession agreement are described in Note 23.
Guarantees
Under the Brazilian Concession Agreement, the Brazilian concessionaires are required to provide certain performance bonds for some events. Main performance bonds relates to Phase I-B and Phase II events. The current amount of Phase II is R$
Re-bidding of the Natal Airport
On March 5, 2020, CAAP announced that its subsidiary ICASGA filed a request to the Brazilian ANAC to commence the re-bidding process of the Natal Airport, pursuant to Law No. 13,448 of July 5, 2017, and the Brazilian ANAC Resolution No. 533 of November 7, 2019.
On August 24, 2020, Natal Airport was qualified to go through the re-bidding process.
However, despite the fact that ICASGA may no longer hold the right to operate Natal Airport until the end of the original term the re-bidding process was not effective until certain aspects beyond ICASGA’s control were confirmed, namely; i) that the re-bidding procedure for determining the new concessionaire be successfully completed and ii) that the bid offered by the winner of the bidding process be sufficient to pay the indemnity owed by the Brazilian ANAC to ICASGA.
The auction successfully took place on May 19, 2023. On September 12, 2023, a contract between the new concessionaire and the Brazilian ANAC was signed, starting the process of approval of the compensation payment to ICASGA.
The total amount of the indemnification was finally approved by the National Congress and endorsed by the President of Brazil on December 27, 2023 crystalizing a final gross indemnification of R$
F-95
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Brazilian Concession Agreement (Cont.)
Re-bidding of the Natal Airport (Cont.)
Considering that all conditions for the concession agreement amended to be effective were met, as of December 31, 2023, a net gain of USD
On December 29, 2023, the Brazilian Government made a partial payment deducting all the obligations related to fixed and variable concession fees and including the receivables related to re-equilibriums (a total net payment of R$
Additionally, on December 31, 2023, following ICASGA’s absorption by ACIB, a Brazilian subsidiary of CAAP, all the rights and obligations of ICASGA were transferred to ACIB.
Related to this process, a final settlement of accounts between ANAC and ACIB was pending. In July 2025, ANAC determined that a credit totalling to R$
Armenian Concession Agreement
AIA CJSC has been awarded a concession agreement, which grants until year 2032 the exclusive exploitation, administration, maintenance and operation of Yerevan airport, Zvartnots and Shirak Airport. At the end of the concession period, the Company has the option to indefinitely extend the term of the concession agreement for additional periods of
Obligations assumed by AIA as Concessionaire
Under the terms of the Concession Agreement, AIA is responsible for several functions in connection with the airports, among others; operate and manage the airports, comply with the master plan, provide the Armenian Government with an annual report (and such other reports as the Armenian Government may reasonably request) on the development of the management, exploitation and operation of the airport.
Every five years during the term of the concession, the Company is required to submit a Master Plan to the Government of the Republic of Armenia, which describes the works to be executed in that five-year period, including the corresponding preliminary estimates and also sets forth the guidelines for the works and operations related to improvement and maintenance of the Airport during the remaining part of the term, as well as the description of actual works. The Master Plan will be updated every
AIA’s management has presented to the Armenian Government a new draft Master Plan in order to determine the capital expenditures to be incurred in Zvartnots Airport and Shirak Airport until 2033. See Note 33.
F-96
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Armenian Concession Agreement (Cont.)
Obligations assumed by AIA as Concessionaire (Cont.)
The Armenian Concession Agreement may be terminated prior to the scheduled termination date upon the occurrence of any of the following events:
Italian Concession Agreement
TA has the concession of the airports of Pisa and Florence, starting to operate both airports in 2014.
The concession for Pisa Airport (“Pisa Concession”) was approved on December 7, 2006, with the Inter-Ministerial Decree issued by the Ministry of Transportation, the Ministry of the Economy and the Ministry of Defense. The Concession Agreement initially expires on December 7, 2046.
The Florence Concession was approved on March 11, 2003, with the Inter-Ministerial Decree issued by the Ministry of Infrastructure and Transport and the Ministry of the Economy and Finance. In order to meet the urgent need to implement the relevant legal framework, the abovementioned Inter-Ministerial Decree provided the extension of the duration of the concession to
In view of the drop in traffic at Italian airports deriving from the Covid-19 virus outbreak and in order to contain the consequent economic effects, the term of all the current concessions for the management and development of airport activities was extended by two additional years under Law No. 77 of July 17, 2020, which amends Article 202 paragraph 1-bis of Decree-Law No. 34 of May 19, 2020, extending Pisa and Florence concessions until 2048 and 2045, respectively.
Obligations assumed by TA as Concessionaire
Under the terms of the Concession Agreements, TA is responsible for several functions in connection with the airports, among others; organize and manage the airport business, pay the annual concession fee, guarantee the suitability of the standards of offered services.
Pursuant the terms of the Italian Concession Agreements, TA is required to present a long-term master plan for each individual airport. The master plan projections (including traffic, operating expenses, investment commitments, etc.) are used by ENAC (Italian regulatory authority) to determine airport tariffs and are revised every four years. Once approved by ENAC, the investment commitments in the master plan become binding obligations under the terms of the respective Concession.
TA is undergoing the authorization process for the Florence Airport master plan. Following judicial proceedings and subsequent regulatory changes, the project was revised and a new master plan with a 2035 horizon was defined. On November 12, 2025, the Environmental Impact Assessment decree was published, with a positive outcome. The decree, which incorporates the Environmental Impact Assessment Commission’s assessment of the effectiveness of the environmental impact mitigation measures proposed by TA, constitutes the preparatory act for the Services Conference. The Service Conference represents the next step in the authorization process for the construction of the new runway and terminal at the Florence airport.
F-97
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Italian Concession Agreement (Cont.)
Obligations assumed by TA as Concessionaire (Cont.)
On October 24, 2017, ENAC approved and signed 2015-2028 master plan for the Pisa airport.
Both, Pisa and Florence Concession Agreements provide that, in the event needs of public interest arise, TA may request that the concessions be revoked, at which time TA will assume the burden of making all compensatory payments to be determined with the relevant third parties and after consulting ENAC.
The concessions granted may be forfeited before their expiration date upon the occurrence of specified events of default. If any of the concessions are revoked before its expiration, whether through a forfeiture or termination due to an event of default, ENAC shall regain the rights over the assets which were assigned to TA.
Concession fees
As consideration for both airport concessions granted by ENAC, TA is required to pay annual fees to be determined pursuant to Law No. 662/1996, which states that the relevant fees shall be the subject of the joint determination of the Ministry of Finance and the Ministry of Infrastructure and Transport. The fees are established by Inter-Managerial Decree (decreto interdirigenziale) dated June 30, 2003, which provides the adoption of a workload unit criteria, where each unit corresponds to
Concession fee payments are to be made in
Guarantees
Suretyships provided to third parties on behalf of TA (EUR
Under the Pisa and Florence Concession Agreement, TA shall procure an insurance policy, for an amount to be determined in agreement with ENAC, in order to cover a series of risks related to the assets used either directly or indirectly in the airport management business (e.g., fires, aircraft crashes, damages due to transported goods, machinery or natural events). TA has taken out insurance policy for an amount of about EUR
F-98
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
b. Commitments (Cont.)
Insurance
CAAP - Preferred bidder to operate Abuja and Kano airports in Nigeria
In October 2022, a consortium formed by CAAP, Mota - Engil, Engenharia e Construção África S.A., and Mota - Engil Nigeria Limited (the “Consortium”), of which the Company holds a
In May 2023, the structure under the Consortium was created in Nigeria, with CAAN as a holding company and KACC and AACC as operating companies related to the Kano and Abuja airports and cargo terminal concessions respectively. As of December 31, 2025, CAAP holds indirectly a
On April 7, 2025, the Federal Government of Nigeria discontinued the previous concession allocation processes for four international airports (Lagos, Abuja, Kano, and Port Harcourt). The Government informed the Company that the concessions bidding process will be restructured and re-advertised. Considering the latest communication exchanges, the Company is assessing the impact of the decision communicated by the Government and the next steps to be taken in connection with the procedure. As of December 31, 2025, the Nigerian companies created by the Consortium in anticipation of the operation of the Abuja and Kano concessions remained inactive.
CAAP – Award agreement to operate Baghdad International Airport in Iraq
On November 5, 2025, CAAP and Amwaj International for Real-Estate Investments Co. Ltd. signed an award agreement with the Government of Iraq, following an international tender process to operate Baghdad International Airport. Pursuant to the terms of the award agreement, the Parties had a term of ninety days (which may be extended by mutual agreement) to negotiate in good faith and enter into the respective Public-Private Partnership agreement. The parties are currently negotiating an extension of this period. On September 30, 2025, a bank counter-guarantee totaling the equivalent to USD
CAAP – Award agreement to operate Dr. António Agostinho Neto International Airport in Angola
On December 11, 2025, the Ministry of Transport of the Republic of Angola signed a communication related to the award decision in the tender process for the operation, management and maintenance of Dr. António Agostinho Neto International Airport, in favor of the consortium formed by CAAP and Mota-Engil Engenharia e Construção África S.A., and Bestfly Lda. The decision follows a competitive process conducted in full compliance with applicable legal and technical standards in Angola. The parties are in the process of negotiating the corresponding concession agreement.
Other commitments
As of December 31, 2025, TAC holds guarantees related to construction works for EUR
As of December 31, 2025, CAAP guarantees an energy supply contract signed by ICAB covering the purchase of electric power for R$
On May 6, 2025, a bank guarantee totaling EUR
F-99
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
26 Contingencies, commitments and restrictions on the distribution of profits (Cont.)
c. Restrictions to the distribution of profits and payment of dividends
As of December 31, 2025, 2024 and 2023, equity as defined under Lux GAAP consisted of:
At December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Share capital |
| |
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Share premium |
| |
| |
| |
Reserve for own shares | | | | |||
Legal reserve |
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| |
| |
Free distributable reserves |
| |
| |
| |
Non-distributable reserves |
| |
| |
| |
Retained earnings |
| |
| |
| |
Total equity in accordance with Luxembourg law |
| |
| |
| |
At least
On May 22, 2025, CAAP held its Annual General Meeting of Shareholders in Luxembourg, where the shareholders approved the Company’s financial statements as of December 31, 2024, and resolved to allocate USD
On May 22, 2024, CAAP held its Annual General Meeting of Shareholders in Luxembourg, where the shareholders approved the Company’s financial statements as of December 31, 2023, and resolved to allocate USD
27 Related party balances and transactions
CAAP is controlled by ACI Airports S.à r.l., which is controlled by CAI, previously denominated America Corporation International S.à r.l.), both of which are Luxembourg based companies.
CAI is controlled by SCF (CAAP’s ultimate parent company), a foundation created under the laws of Liechtenstein, having its corporate domicile in Vaduz. The foundation’s purpose is to manage its assets through the decisions adopted by its independent board of directors. The potential beneficiaries of this foundation are members of the Eurnekian family and religious, charitable and educational institutions. Interests in subsidiaries are set out in Note 2.B.
Transactions and balances with “Associates” are those carried out with entities over which CAAP exerts significant influence in accordance with IFRS but does not have control. Transactions and balances with related parties, which are not associates and are not consolidated are disclosed as “Other related parties”. The Group receives services from related parties, such as internal audit, management control, financial assistance, technology outsourcing services and construction services.
F-100
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
27 Related party balances and transactions (Cont.)
Summary of balances with related parties are:
At December 31, | ||||
| 2025 | | 2024 | |
Year-end balances |
| |
| |
(a) Arising from sales / purchases of goods / other |
| |
| |
Trade receivables with associates |
| |
| |
Trade receivables with other related parties |
| |
| |
Other receivables with associates |
| |
| — |
Other receivables with other related parties |
| |
| |
Other financial assets with associates |
| |
| |
Other financial assets with other related parties(1) |
| |
| |
Trade payables to associates | ( | ( | ||
Trade payables to other related parties |
| ( |
| ( |
| |
| | |
(b) Other liabilities |
|
| ||
Other liabilities to associates(2) | ( | ( | ||
Other liabilities to other related parties |
| ( |
| ( |
| ( |
| ( | |
(c) Other balances |
|
| ||
Cash at banks in other related parties |
| |
| |
| |
| | |
(1) As of December 31, 2025 mainly includes a loan and time deposits to other related parties amounting to USD
As of December 31, 2025, the loan accrues interests at a fixed annual rate of
Time deposits with related parties include the following as of December 31, 2025:
| | | Contract | | Contract amount (In | |||
Contract date | Maturity date | Interest rate | currency | million of USD) | ||||
Jan-24 |
| Jan-27 |
| | % | USD |
| |
Feb-25 |
| Feb-28 |
| | % | USD |
| |
Jul-25 |
| Jul-28 |
| | % | USD |
| |
Aug-25 |
| Aug-28 |
| | % | USD |
| |
Aug-25 |
| Aug-28 |
| | % | DRAM |
| |
Total |
| |
| |
| |
| |
F-101
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
27 Related party balances and transactions (Cont.)
Time deposits with related parties include the following as of December 31, 2024:
| | | Contract | | Contract amount (In | |||
Contract date | Maturity date | Interest rate | currency | million of USD) | ||||
Jan-24 |
| Jan-27 |
| | % | USD |
| |
Aug-24 |
| Aug-25 |
| | % | DRAM |
| |
Total |
| |
| |
| |
| |
The Group’s investments reported in Other financial assets with related parties are considered to be low-risk investments. The credit ratings of the issuers are monitored for credit deterioration. The Group has not experienced significant losses from those assets.
(2) Includes deferred income from associates.
Summary of transactions with related parties are:
For the year ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Transactions |
| |
| |
| |
Aeronautical/Commercial revenue |
| |
| |
| |
Fees |
| ( |
| ( |
| ( |
Interest accruals |
| |
| |
| |
Acquisition of goods and services |
| ( |
| ( |
| ( |
Compensation to the Group’s key staff | ( | ( | ( | |||
Others |
| ( |
| ( |
| ( |
The Group leases buildings to other related parties, which are recognized under the scope of IFRS 16 and accounted in Lease liabilities line for an amount of USD
As of December 31, 2024 the Group acquired from other related parties the non - controlling participation of CASA for USD
F-102
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
28 Business combinations, other acquisitions and investments
In December 2023, after a series of purchase and sale operations, CAAP became holder of
The consideration for the transaction amounts to USD
Subject to meeting certain performance metrics between 2024 and 2027, CAAP has the right to receive a single-lump sum of USD
In addition, a call option agreement was signed, which gives CAAP the exclusive and irrevocable right, but not obligation, to purchase the remaining
29 Cash flow disclosures
| At December 31, | |||||
2025 | | 2024 | | 2023 | ||
Changes in working capital |
| |
| |
| |
Other receivables and credits |
| ( |
| ( |
| ( |
Inventories |
| ( |
| |
| ( |
Other liabilities |
| ( |
| ( |
| ( |
| ( |
| ( |
| ( | |
F-103
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
29 Cash flow disclosures (Cont.)
The most significant non-cash transactions are detailed below:
For the year ended December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Intangible assets acquisition with an increase in Other liabilities / Borrowings / Lease liabilities |
| ( |
| ( |
| ( |
Intangible assets increase in Other liabilities | ( | — | — | |||
Property, plant and equipment with an increase in Other liabilities | — | ( | ( | |||
Right-of-use asset initial recognition with an increase in Lease liabilities (Note 14) |
| ( |
| ( |
| ( |
Concession fees paid with credit of financial re-equilibrium (Note 23) | — | ( | ( | |||
Income tax paid with tax certificates |
| ( |
| ( |
| ( |
Dividends pending of payment | — | ( | — | |||
Acquisition of non-controlling interests through issuance of shares (Note 2 and Note 25.d) | ( | — | — | |||
Application of credits compensated with concession fees | — | — | ( | |||
Purchase of Navinten shares (Note 28) | — | — | ( | |||
Sale of Navinten shares (Note 28) | — | — | | |||
ICASGA’s compensation received through a guarantee deposit | — | — | ( | |||
Release of concession fee payable due to ICAGSA’s re-bidding process | — | — | ( | |||
Compensation of ICASGA’s re-equilibriums | — | — | | |||
Compensation of ICASGA’s monthly contribution | — | — | ( | |||
ICASGA’s compensation to be collected |
| — |
| — |
| ( |
Reconciliation of debt:
According to the IAS 7, the movements in the debt of the year that impact on the cash flow as part of the financing activities are detailed below:
| Bank and | | | | | |||||
borrowings | Notes | Banks overdrafts | Other | Total | ||||||
Values at the beginning of the year |
| |
| |
| — | |
| | |
Proceeds from borrowings | | — | — | — | | |||||
Loans and interest paid | ( | ( | — | ( | ( | |||||
Debt renegotiation expenses | ( | — | — | — | ( | |||||
Effects of exchange rate changes and inflation adjustment | | ( | — | | | |||||
Other non-cash movements * |
| |
| |
| — | |
| | |
Balances as of December 31, 2025 |
| |
| |
| — | |
| |
| Bank and | | | | | |||||
borrowings | Notes | Banks overdrafts | Other | Total | ||||||
Values at the beginning of the year |
| |
| |
| | — |
| | |
Proceeds from borrowings | | | — | | | |||||
Loans and interest paid |
| ( | ( | ( | — | ( | ||||
Debt renegotiation expenses | ( | ( | — | ( | ( | |||||
Effects of exchange rate changes and inflation adjustment | ( | ( | | ( | ( | |||||
Other non-cash movements * |
| |
| |
| | |
| | |
Balances as of December 31, 2024 |
| |
| |
| — | |
| |
F-104
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
29 Cash flow disclosures (Cont.)
Reconciliation of debt: (Cont.)
Bank and | | | ||||||||
| borrowings | | Notes | | Banks overdrafts | Other | | Total | ||
Values at the beginning of the year | |
| |
| — | — |
| | ||
Proceeds from borrowings |
| | | | — | | ||||
Loans and interest paid |
| ( |
| ( |
| ( | — |
| ( | |
Debt renegotiation expenses |
| — | ( | — | — | ( | ||||
Effects of exchange rate changes and inflation adjustment | | ( | ( | — | ( | |||||
Other non-cash movements * |
| |
| |
| | — |
| | |
Balances as of December 31, 2023 |
| |
| |
| | — |
| |
* This line mainly includes interest accrued.
30 Share-based payments
Management share compensation plan
On August 20, 2020, the Company approved a management share compensation plan for a period beginning on such date and, in March 2025 has been extended until a new compensation plan is approved by the BOD.
The purpose of the plan is to permit executives and key employees of either the Company or any of its subsidiaries or its affiliates acting as employers (together the “Company Group”) who are eligible to receive an annual incentive compensation consisting either of (i) a certain number of shares in the share capital of the Company or of (ii) contractual rights to receive, at a certain point in time, a certain number of shares, thereby encouraging the employees to focus on the long term growth and its contribution to the success of the Company Group.
The operation of the plan is supervised by the Compensation Committee of the Board of Directors.
The Committee will determine, in its sole discretion, whether shares will be issued and allocated or rights will be granted to executives and key employees.
Shares earmarked for the plan are held in treasury until they are allocated to executives and key employees in accordance with the Management Compensation Plan by the Compensation Committee.
Under the plan, executives and key employees are granted shares which only vest if certain performance standards are met and are recognized as part of employee benefit costs in the period the shares are granted, being recorded in Salaries and social security contributions or Services and fees and as an increase in Other reserves in equity as services provided were received as consideration for the Company’s own equity instruments.
The value of shares granted is recognized on the grant date (grant date fair value) based on the closing share price at which the Company’s shares are traded on the NYSE.
As detailed in Note 25.a, as of December 31, 2025, certain awards in shares were approved under the terms of the Management share compensation plan and most of those shares have been already allocated to eligible employees.
F-105
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
31 Earnings per share
a) Basic earnings per share
Basic earnings per share is calculated by dividing the profit or loss attributable to equity holders of the Group by the weighted average number of shares outstanding each year.
The following table shows the net income and the number of shares that have been used for the calculation of the basic earnings per share total:
At December 31, | ||||||
| 2025 | | 2024 | | 2023 | |
Income attributable to equity holders of the Group |
| |
| |
| |
Weighted average number of shares (thousands) (Note 31. c) |
| |
| |
| |
Basic earnings per share of the year attributable to the ordinary equity holders of the Group |
| |
| |
| |
b) Diluted earnings per share
Diluted earnings per share is calculated by dividing the profit or loss attributable to ordinary equity holders of the Group by the weighted average number of ordinary shares outstanding during each year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares.
The following tables show the net income and the number of shares that have been used for the calculation of the diluted earnings per share total:
| At December 31, | |||||
| 2025 | | 2024 | | 2023 | |
Income attributable to equity holders of the Group |
| |
| |
| |
Weighted average number of shares and potential ordinary shares (thousands) (Note 31.c) |
| |
| |
| |
Diluted earnings per share of the year attributable to the ordinary equity holders of the Group |
| |
| |
| |
c) Weighted average number of shares used as the denominator
| At December 31, | |||||
| 2025 | | 2024 | | 2023 | |
Weighted average number of shares outstanding |
| |
| |
| |
Weighted average number of treasury shares |
| ( |
| ( |
| ( |
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share |
| |
| |
| |
Adjustments for calculation of diluted earnings per share: | ||||||
Equity settled share - based payment (1) | | | | |||
Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share | | | | |||
(1) Rights to equity settled share-based payment granted to executives and key employees in accordance with the Management Compensation Plan by the Compensation Committee (Note 30) are included in the calculation of diluted earnings per share, assuming all outstanding rights will vest. The rights are not included in the determination of basic earnings per share.
F-106
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
32 Restricted Net Assets
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. According to the information provided by the Company’s subsidiaries, as a result of the financing conditions their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances are restricted as of December 31, 2025 and 2024.
Even though the Company currently does not require any dividends, loans or advances from its subsidiaries for working capital and other funding purposes, the Company may in the future require additional cash resources from them due to changes in business conditions, to fund future acquisitions and development or merely to declare and pay dividends or distributions to the Company’s shareholders.
The Company performed a test on the restricted net assets of its consolidated subsidiaries (the “restricted net assets”) in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose its condensed financial information for the parent Company only. See Note 34.
33 Subsequent events
Peruvian proceedings
On January 14, 2026, KW received payment from the Government of Peru in the amount of USD
ECOGAL Concession Agreement
On January 15, 2026, executed an addendum to the concession agreement for Seymour Airport, located on Baltra Island, Galápagos, Ecuador. The addendum provides for the rebalancing of the economic and financial equilibrium of the concession agreement, which had been adversely affected by the COVID-19 pandemic.
Key changes to the concession agreement include:
| - | The concession term has been extended by |
| - | If deemed necessary, Ecogal shall carry out runway repaving works during the second half of 2031, with a maximum investment of USD |
| - | The amendment includes a provision for the maintenance of the economic and financial equilibrium of the concession, which shall be reviewed every two years. If the equilibrium is affected by circumstances not attributable to the parties, or by requirements of national necessity, force majeure, or fortuitous events, the parties shall have the right to request a renegotiation of the terms of the concession agreement to rebalance the economic and financial equilibrium. |
| - | The agreement establishes that the Terminal Use Charge tariff will be adjusted annually. |
F-107
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
33 Subsequent events (Cont.)
Armenian Concession Agreement
On January 23, 2026, an amendment agreement with the GOA to amend certain terms of the existing concession agreement of December 17, 2001 was signed.
Key changes to the concession agreement include:
| - | The concession term has been extended by |
| - | Pursuant to the terms of the amendment agreement, AIA shall submit a new Master Plan by January 31, 2026, including a capital investment program of USD |
| - | The amendment introduces an economic equilibrium rebalance framework, providing for compensation mechanisms in the event of: force majeure events, passenger traffic declines below certain thresholds, any additional regulatory or tax changes affecting the concession’s financial balance, and additional capital investments approved by GOA beyond the agreed investment program. The compensation mechanism may be given via tariff adjustments and/or extensions of the concession term. |
| - | The agreement establishes that AIA has the right to adjust all tariffs set in EUR, staring in April 2027, by a parametric formula considering the inflation indices in Armenia, the United States, and the European Union, as well as the applicable exchange rates. |
CAAP – Award agreement to operate Baghdad International Airport in Iraq
On March 12, 2026, a standby letter of credit issued by Citi Bank, totaling USD
Impact of conflict between Iran, Israel and United States
The recent escalation of conflicts between Iran, Israel and United States is disrupting international travel in the Middle East. It is possible that such war could disrupt supply chains, cause instability in the global economy and disrupt international travel affecting the countries generally served by the Company, mainly Armenia.
As a result of the above and considering the uncertainty of the extension of the war and the additional measures and sanctions that could be imposed, the full extent to which the war will impact the Company’s business, results of operations, financial position and liquidity is unknown. The Company is closely monitoring the situation.
34 Condensed Financial Information of the Company
The condensed financial information of the Company has been prepared in accordance with SEC Regulation S-X Rule 5-04 and Rule 12-04, using the same accounting policies as set out in the Group’s Consolidated Financial Statements. The results of operations reflected in the financial statements prepared in accordance with IFRS differ from those reflected in the statutory financial statements of the Company prepared in accordance with Lux GAAP (see Note 26.c).
Certain information and footnote disclosures generally included in financial statements prepared in accordance with IFRS have been condensed or omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements are not the general-purpose financial statements of the reporting entity and should be read in conjunction with the notes to the Consolidated Financial Statements of the Group.
F-108
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
34 Condensed Financial Information of the Company (Cont.)
For the purpose of presenting parent only financial information, the Company records its investments in subsidiaries under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as Investments in subsidiaries and the income/loss of the subsidiaries are presented as Share of income in subsidiaries and associates. The Share of income in subsidiaries includes the effects of changes in ownership interests which, at the consolidated level, are recognized in Other reserves within equity, as these transactions do not result in a change in control. Therefore, the income for the year in the condensed statement of income may differ from the income for the year of the owner of the parent Company in the Consolidated Statement of Income. Certain information and footnote disclosures generally included in the Consolidated Financial Statements prepared in accordance with IFRS have been condensed and omitted.
As of December 31, 2025, the Company did not have significant capital commitments and other significant commitments, or guarantees, except for those that have been separately disclosed in the Consolidated Financial Statements, mainly included in Note 22 and 26.b.
CONDENSED STATEMENT OF INCOME
| For the year ended | | For the year ended | | For the year ended | |
December 31, 2025 | December 31, 2024 | December 31, 2023 | ||||
Continuing operations | ||||||
Selling, general and administrative expenses |
| ( |
| ( |
| ( |
Other operating income | | | | |||
Other operating expense | — | — | ( | |||
Operating loss |
| ( |
| ( |
| ( |
Share of income in subsidiaries and associates |
| |
| |
| |
Income before financial results and income tax |
| |
| |
| |
Financial income |
| |
| |
| |
Financial loss |
| ( |
| ( |
| ( |
Income before income tax from continuing operations |
| |
| |
| |
Income tax |
| ( |
| ( |
| ( |
Income for the year |
| |
| |
| |
CONDENSED STATEMENT OF COMPREHENSIVE INCOME
For the year ended | For the year ended | For the year ended | ||||
| December | | December | | December | |
31, 2025 | 31, 2024 | 31, 2023 | ||||
Income for the year |
| |
| |
| |
Items that may be reclassified to profit or loss: |
|
|
| |||
Share of other comprehensive (loss) / income from subsidiaries and associates from continuing operations | ( | | ( | |||
Total comprehensive income for the year |
| |
| |
| |
F-109
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
34 Condensed Financial Information of the Company (Cont.)
CONDENSED STATEMENT OF FINANCIAL POSITION
| At December | | At December | |
31, 2025 | 31, 2024 | |||
ASSETS |
| |
| |
Non-current assets |
| |
| |
Property, plant and equipment, net |
| |
| |
Right-of-use asset |
| |
| |
Investments in subsidiaries |
| |
| |
Investments in associates |
| |
| |
Other financial assets at amortized cost | | | ||
Current assets |
|
| ||
Other financial assets at fair value through profit or loss | | | ||
Other financial assets at amortized cost | | — | ||
Other receivables |
| |
| |
Cash and cash equivalents |
| |
| |
Total assets |
| |
| |
EQUITY |
|
| ||
Share capital |
| |
| |
Share premium |
| |
| |
Treasury shares |
| ( |
| ( |
Free distributable reserve |
| |
| |
Non-distributable reserve |
| |
| |
Currency translation adjustment |
| ( |
| ( |
Legal reserves |
| |
| |
Other reserves |
| ( |
| ( |
Retained earnings |
| |
| |
Equity |
| |
| |
LIABILITIES |
|
| ||
Non-current liabilities |
|
| ||
Deferred tax liabilities |
| |
| |
Lease liabilities |
| |
| |
Current liabilities |
|
| ||
Borrowings |
| |
| |
Other liabilities |
| |
| |
Lease liabilities |
| |
| |
Trade payables |
| |
| |
Total liabilities |
| |
| |
Total equity and liabilities |
| |
| |
F-110
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
34 Condensed Financial Information of the Company (Cont.)
CONDENSED STATEMENT OF CASH FLOWS
| For the year ended | | For the year ended | | For the year ended | |
Cash flows from operating activities | December 31, 2025 | December 31, 2024 | December 31, 2023 | |||
Income for the year |
| |
| |
| |
Adjustments for: |
|
|
| |||
Amortization and depreciation |
| |
| |
| |
Deferred income tax |
| |
| ( |
| |
Income tax accrued | | | | |||
Share of income in subsidiaries and associates |
| ( |
| ( |
| ( |
Interest expense |
| |
| |
| |
Net foreign exchange |
| ( |
| ( |
| ( |
Other financial results, net |
| ( |
| ( |
| ( |
Share base compensation | | | | |||
Changes in working capital |
| |
| |
| ( |
Net cash used in operating activities |
| ( |
| ( |
| ( |
Cash contribution in subsidiaries and associates |
| ( |
| ( |
| ( |
Acquisition of other financial assets | ( | ( | — | |||
Disposals of other financial assets |
| |
| |
| |
Property, plant and equipment acquisitions | ( | ( | — | |||
Dividends and refund of cash contributions from subsidiaries | | | | |||
Net cash provided by investing activities |
| |
| |
| |
Principal elements of lease payments | ( | ( | ( | |||
Net cash used in financing activities |
| ( |
| ( |
| ( |
Increase / (decrease) in cash and cash equivalents |
| |
| ( |
| |
Cash and cash equivalents |
|
|
| |||
At the beginning of the year |
| |
| |
| |
Effect of exchange rate changes in cash and cash equivalents |
| ( |
| ( |
| ( |
Increase / (decrease) in cash and cash equivalents |
| |
| ( |
| |
At the end of the year |
| |
| |
| |
F-111
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
Glossary
Term | | Definition |
USD | U.S. Dollars | |
R$ | Brazilian Reales | |
ARS | Argentine Peso | |
DRAM | Armenian Dram | |
EUR | Euro | |
UYU | Uruguayan Peso | |
AA2000 | Aeropuertos Argentina 2000 S.A. | |
AA2000 Existing Notes | Senior guarantee notes of AA2000 | |
AACC | Abuja Airport Concession Company | |
ACI | ACI Airport Sudamérica S.A.U. | |
ACI Existing Notes | ACI Senior Secured Guarantee Notes | |
ACIB | ACI do Brasil S.A. | |
ADF | Aeroporto di Firenze S.p.A. | |
Adjusted EBITDA | Net income before financial income, financial loss, inflation adjustment, income tax expense, depreciation and amortization | |
AEAR | Aerocombustibles Argentinos S.A. | |
AFIP | Argentinean tax authority (“Administración Federal de Ingresos Públicos”) | |
AIA | Armenia International Airports C.J.S.C. | |
ANSA | Aeropuertos del Neuquén S.A. | |
ASSUPA | Asociación de Superficiarios de la Patagonia | |
BBL | Aeropuerto de Bahía Blanca S.A. | |
BCRA | Central Bank of Argentina (“Banco Central de la República Argentina”) | |
BOD | Board of Directors of CAAP | |
BROU | Banco de la República Oriental del Uruguay | |
CAAN | Corporacion Africa Airports Nigeria Limited | |
CAAP | Corporación América Airports S.A. | |
CAER | Corporación Aeroportuaria S.A. | |
CAI | Corporación América International S.à r.l | |
CAISA | Consorcio Aeropuertos Internacionales S.A. | |
CAIT | Corporación América Italia S.p.A. | |
Cargo trust | AA2000 and the trustee | |
CAS | Corporación América Sudamericana S.A. | |
CASA | Corporación América S.A.U, | |
CGU | Cash-generating unit | |
CODM | Chief Operating Decision Maker | |
Company | Corporación América Airports S.A. | |
DGAC | General Directorate of Civil Aviation of Ecuador | |
DICASA | DICASA Spain S.A.U. | |
EBITDA | Earnings before interest, taxes, depreciation and amortization |
F-112
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
Glossary (Cont.)
Term | | Definition | |
ECL | Expected credit losses | ||
ENAC | Italian airports regulatory authority | ||
FACPCE | The Government Board of the Argentine Federation of Professional Councils of Economic Sciences (“Federación Argentina de Consejos Profesionales de Ciencias Económicas”) | ||
FVOCI | Fair value through other comprehensive income | ||
FVPL | Fair value through profit or loss | ||
GOA | Government of Armenia | ||
Group | The Company and its operating subsidiaries | ||
IAS | International Accounting Standards | ||
IASB | International Accounting Standards Board | ||
ICAB | Inframérica Concessionária do Aeroporto de Brasilia S.A. | ||
ICASGA | Inframérica Concessionária do Aeroporto de São Gonçalo do Amarante S.A. | ||
IFRIC | IFRS Accounting Standards interpretations | ||
IFRS | IFRS Accounting Standards | ||
INDEC | National Institute of Statistics of Argentina (“Instituto Nacional de Estadística y Censos de la República Argentina”) | ||
IPCA | Brazilian Consumer Price index | ||
IPTU | Property and Urban Territorial Tax in Brazil | ||
JJO | Guayaquil airport, José Joaquin de Olmedo | ||
KACC | Kano Airport Concession Company Limited | ||
KW | Sociedad Aeroportuaria Kuntur Wasi S.A. | ||
Lenders | Intesa Sanpaolo S.p.A., UniCredit S.p.A., Banca Monte dei Paschi di Siena S.p.A, and Cassa Depositi e Prestiti S.p.A., Banca Nazionale del Lavoro S.p.A. | ||
Lux GAAP | Luxembourg laws and regulations | ||
MULC | Mercado Único y Libre de Cambios | ||
Natal Airport | International Airport of São Gonçalo do Amarante | ||
Navinten | Navinten S.A. | ||
New Notes | Senior Secured Guaranteed Notes due 2034 | ||
NIT | Nuove Iniziative Toscane | ||
NYSE | New York Stock Exchange | ||
OCI | Other comprehensive income | ||
OECD | Organization for Economic Co-operation and Development | ||
ORSNA | Regulatory Authority of the National Airport System in Argentina | ||
PDS | Puerta del Sur S.A. | ||
QDMTT | Qualified Domestic Minimum Top-up Tax | ||
SAC | Secretaria Nacional de Aviação Civil | ||
SCF | Southern Cone Foundation | ||
Series 2020 Additional Notes | Series 2020 Additional Senior Secured Notes due 2027 | ||
Series 2021 Notes | Class I Series 2021 Additional Senior Secured Notes due 2031 | ||
SRI | Ecuadorian tax authority (“Servicio de Rentas Internas del Ecuador”) | ||
T.R.E | Ecuadorian reference interest rate | ||
F-113
Corporación América Airports S.A. Consolidated Financial Statements as of December 31, 2025 and 2024 and for the
years ended December 31, 2025, 2024 and 2023
(Amounts in thousands of U.S. dollars except share data or as otherwise indicated)
Glossary (Cont.)
Term | | Definition | |
TA | Toscana Aeroporti S.p.A. | ||
TAC | Toscana Aeroporti Construzioni S.r.l | ||
TAGSA | Terminal Aeroportuaria Guayaquil S.A. | ||
The Brazilian ANAC | Regulatory Authority of Civil Aviation in Brazil (“Agência Nacional de Aviação Civil”) | ||
Tariffs trust | AA2000 and the trustee thereto | ||
TJLP | Corporación América Airports S.A. | ||
TM IESS | Mortality Table “Instituto Ecuatoriano de Seguridad Social” | ||
VAT | Value Added Tax | ||
F-114