← Back to CAAP filing summaryOriginal filing text · Part I
Item 5 — Management's Discussion and Analysis
Corporacion America Airports S.a. · 20-F · FY 2025 · Period ended Dec 31, 2025
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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.
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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.
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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.
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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 %
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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.
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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.$) Expenses
Cost of services 1,272.4 69.3 % 1,237.3 74.9 % 914.7 66.1 %
Selling, general and administrative expenses 220.2 12.0 % 198.1 12.0 % 138.7 10.0 %
Financial loss 244.0 13.3 % (110.3) (6.7) % 406.6 29.4 %
Inflation adjustment 11.1 0.6 % 21.3 1.3 % 40.5 2.9 %
Other expense 13.1 0.7 % 7.0 0.4 % (93.4) (6.8) %
Income tax expense 75.0 4.1 % 298.8 18.1 % (24.2) (1.8) %
Total expenses 1,835.6 100.0 % 1,652.2 100.0 % 1,382.8 100.0 %
Cost of Services
Our cost of services is composed primarily of salaries and social security contributions, construction service cost, maintenance, airport concession fees, the amortization of intangible assets, service fees, cost of fuel, royalties, fees and easements, airport operation costs and other miscellaneous items.
Selling, General and Administrative Expenses from Continuing Operations
Our selling, general and administrative expenses consist primarily of taxes, salaries and social contributions, depreciation and amortization, utility services, office expenses, repair and replacement provisions, maintenance costs, advertising expenses, insurance costs, aircraft charter service costs, costs related to security, healthcare and firefighters, bad debt charges and other miscellaneous items.
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Financial Loss from Continuing Operations
Our financial loss consists primarily of interest expense, net foreign exchange loss, adjustments with respect to our Brazilian operations and other expenses.
Adjusted EBITDA Reconciliation to Income for the year from Continuing Operations
For the year ended December 31,
2025 2024 2023
(in millions of U.S.$)
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.”
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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.
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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.
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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.$)
Argentina
Aeronautical revenue 545.5 512.2 296.4
Non-aeronautical Revenue
Commercial revenue 400.6 376.1 251.2
Construction service revenue 123.5 155.6 93.0
Other revenue — — —
Total revenue 1,069.5 1,043.9 640.6
Italy
Aeronautical revenue 77.4 70.8 70.1
Non-aeronautical Revenue
Commercial revenue 54.4 47.2 39.9
Construction service revenue 30.2 16.4 16.2
Other revenue 8.5 4.4 7.2
Total revenue 170.4 138.8 133.4
Brazil
Aeronautical revenue 44.9 40.8 45.7
Non-aeronautical Revenue
Commercial revenue 72.8 68.8 64.8
Construction service revenue 0.8 1.5 0.2
Other revenue — — —
Total revenue 118.5 111.1 110.6
Uruguay
Aeronautical revenue 84.4 81.0 65.4
Non-aeronautical Revenue
Commercial revenue 75.2 66.7 59.8
Construction service revenue 32.5 37.9 31.7
Other revenue 0.0 0.0 0.0
Total revenue 192.2 185.7 157.0
Armenia
Aeronautical revenue 101.2 90.5 88.5
Non-aeronautical Revenue
Commercial revenue 178.8 150.5 160.4
Construction service revenue 16.4 11.8 3.6
Other revenue — — —
Total revenue 296.3 252.8 252.5
Ecuador
Aeronautical revenue 81.3 81.4 78.3
Non-aeronautical Revenue
Commercial revenue 30.7 28.7 26.9
Construction service revenue 2.5 0.1 0.0
Other revenue — — —
Total revenue 114.4 110.3 105.2
Unallocated
Aeronautical revenue — — —
Non-aeronautical Revenue
Commercial revenue 0.7 0.6 0.7
Construction service revenue — — —
Other revenue 0.0 0.1 0.0
Total revenue 0.7 0.7 0.7
Total consolidated revenue 1,962.1 1,843.3 1,400.0
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Our Expenses by Segment
Set forth below is a summary of our total expenses from continuing operations by segment which consists of cost of services, selling general and administrative expenses and other operating expenses, including the intra-segment adjustments related to reportable segments:
For the Year Ended December 31,
2025 2024 2023
(in millions % of Total (in millions % of Total (in millions % of Total
of U.S.$) 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).
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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.
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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.”
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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.
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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.
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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.