UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,WASHINGTON, D.C. 20549

FORM 20-F

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)15(D) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 20072010

Commission File Number: 001-32751

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)Pacific Airport Group

Pacific Airport GroupUnited Mexican States

(Translation of registrant’s name into English)

United Mexican States
(Jurisdiction of incorporation or organization)

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

(Address of principal executive offices)

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco, Mexico

(Address of principal executive offices)

 

 

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:Miguel Aliaga

Investor Relations Officer

maliaga@aeropuertosgap.com.mx

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

Telephone: + 52 (33) 38801100 ext 202

Fax: + 52 (33) 36714582

(Name, telephone, e-mail and/or facsimile number

and address of company contact person)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class:class

 

Name of each exchange

on which registered

Series B Shares

 New York Stock Exchange, Inc.*

American Depositary Shares (ADSs), each representing ten Series B Shares

 New York Stock Exchange, Inc.

 

*Not for trading, but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTIONSecurities registered or to be registered pursuant to Section 12(g) OF THE ACT:     of the Act:None

SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTIONSecurities for which there is a reporting obligation pursuant to Section 15(d) OF THE ACT:     of the Act:N/A

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

 

Title of each class:

 

Number of Shares

Series B Shares

 476,850,000

Series BB Shares

 84,150,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  ¨    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to SectionsSection 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  ¨    No  x

Note: Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.YesxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  xN/A

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x     Accelerated filer  ¨     Non-accelerated filer  ¨

Large accelerated filerxAccelerated filer¨Non-accelerated filer¨

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP  ¨     IFRS  ¨    Other  x

U.S. GAAP¨IFRS¨Otherx

IndicateIf “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.follow:

Item 17  ¨    Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined byin Rule 12b-2 of the Exchange Act).

Yes  ¨    No  x

 

 

 


TABLE OF CONTENTS

 

Item 1.
 Forward-Looking Statements1

Item 1.

Identity of Directors, Senior Management and Advisers

  12

Item 2.

 

Offer Statistics and Expected Timetable

  12

Item 3.

 

Key Information

  12
 

Selected Financial Data

  12
 

Exchange Rates

  68
 

Risk Factors

9

Item 4.

 7Information on the Company27
 

Forward-Looking StatementsHistory and Development of the Company

 27
Item 4.  

Information on the Company

27
 

History and Development of the CompanyBusiness Overview

  2734
 

Business OverviewRegulatory Framework

  3261
 

Regulatory FrameworkOrganizational Structure

  6080
 

Organizational StructureProperty, Plant, And Equipment

80

Item 4A.

 80Unresolved Staff Comments81

Item 5.

Operating and Financial Review and Prospects81

Item 6.

Directors, Senior Management and Employees118

Item 7.

Major Shareholders and Related Party Transactions127
 

Property, Plant and EquipmentMajor Shareholders

  80
Item 4A.127  

Unresolved Staff Comments

81
Item 5.

Operating and Financial Review and Prospects

81
Item 6.

Directors, Senior Management and Employees

114
Item 7.

Major Shareholders and Related Party Transactions

126
 

Major StockholdersRelated Party Transactions

129

Item 8.

 126Financial Information130
 

Related Party TransactionsLegal Proceedings

  128
Item 8.130  

Financial Information

128
 

Legal ProceedingsDividends

136

Item 9.

 128The Offer and Listing138
 

DividendsStock Price History

  133
Item 9.138  

The Offer and Listing

135
 

Trading on the Mexican Stock Price HistoryExchange

140

Item 10.

 135Additional Information141
 

Trading on the Mexican Stock ExchangeMaterial Contracts

  135
Item 10.151  

Additional Information

137
 

Corporate GovernanceExchange Controls

  137151
 

Material ContractsTaxation

  148

i


151  

Exchange Controls

148
 

TaxationDocuments On Display

  148155

i


Documents On DisplayItem 11.

 152
Item 11.

Quantitative and Qualitative Disclosures About Market Risk

  152155

Item 12.

 

Description of Securities Other Than Equity Securities

  153156

Item 13.

 

Defaults, Dividend Arrearages and Delinquencies

  154159

Item 14.

 

Material Modifications to the Rights of Security Holders and Use of Proceeds

  154159

Item 15.

 

Controls and Procedures

  154159

Item 16.

Reserved

 157Reserved161

Item 16A.

 

Audit Committee Financial Expert

  157161

Item 16B.

 

Code of Ethics

  157161

Item 16C.

 

Principal Accountant Fees and Services

  157162

Item 16D.

 

Exemptions from the Listing Standards for Audit Committees

  158162

Item 16E.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

  158162

Item 17.

Financial Statements16F.

 158Change in Registrant’s Certifying Accountant.163

Item 18.

Financial Statements16G.

 158Corporate Governance163

Item 19.

Exhibits17.

 159Financial Statements168

Item 18.

Financial Statements168

Item 19.

Exhibits168

 

ii


FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our reports to the Securities and Exchange Commission, or the SEC, on Forms 20-F and 6-K, in our annual reports to shareholders, in offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to financial analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:

projections of revenues, operating income, net income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios,

statements of our plans or objectives,

changes in our regulatory environment,

statements about our future economic performance or that of Mexico, and

statements of assumptions underlying such statements.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the projections, plans, objectives, expectations, estimates and intentions expressed in forward-looking statements. These factors, some of which are discussed above under “Risk Factors,” include material changes in the performance or terms of our concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that eventualities related to other risks and uncertainties may cause actual results to differ materially from those expressed in forward-looking statements.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments.

1


PART I

 

Item 1.Identity of Directors, Senior Management and Advisers

Not applicable.

 

Item 2.Offer Statistics and Expected Timetable

Not applicable.

 

Item 3.Key Information

SELECTED FINANCIAL DATA

The following tables present a summary of our consolidated financial information for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements referred to in Item 18 hereof and included elsewhere in this document, including the notes thereto. Our audited consolidated financial statements are prepared in accordance with Mexican Financial Reporting Standards, or MFRS (individually referred to as NIFs for their initials in Spanish), which differ in certain significant respects from accounting principles generally accepted in the United States of America, or U.S. GAAP. A reconciliation to U.S. GAAP of our net income and total stockholders’shareholders’ equity is also provided in the following tables. Note 2427 to our audited consolidated financial statements provides a description of the principal differences between MFRS and U.S. GAAP as they relate to our business.

Through December 31, 2007, MFRS Bulletin B-10,Comprehensive Effects of Inflation on Financial Information, provided for the recognition of certain effects of inflation by restatingon non-monetary assets and non-monetary liabilities using the National Consumer Price Index (Índice Nacional de Precios al Consumidor or NCPI), restating the components of stockholders’ equity using the NCPI and recording gains or losses in purchasing power from holding monetary assets or liabilities. MFRS requiredas well as the restatement of all financial statements to constant Mexican pesos as of the date of the most recent balance sheet presented. Accordingly,Beginning on January 1, 2008, NIF B-10,Effects of Inflation, became effective and provides that if the cumulative inflation in Mexico measured by the Mexican Consumer Price Index (Índice Nacional de Precios al Consumidor, or “NCPI”) in the most recent three-year period is below 26%, we are required to cease recognizing the effects of inflation in our financial statements. Because the NCPI in each of the three-year periods ended December 31, 2008, December 31, 2009 and December 31, 2010 was below 26%, we ceased recognizing the effects of inflation in our financial statements as of January 1, 2008.

References in this annual report on Form 20-F to “dollars,” “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America. References in this annual report on Form 20-F to “pesos,” “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. We publish our audited consolidated financial statements and all other financial information contained herein are presented in constant pesos with purchasing power as of December 31, 2007, unless otherwise noted.

Procedures used at the close of 2007 to recognize the effects of inflation in terms of purchasing power were as follows:

Balance sheets:

Non-monetary assets are restated using a factor derived from the NCPI from the date of acquisition. Depreciation and amortization of restated asset values are calculated using the straight-line method based on the estimated economic useful life of each asset.

Common stock, legal reserve, retained earnings and the cumulative initial effect of deferred income taxes are restated using a factor derived from the NCPI, cumulative from the date of contribution or generation.


Statements of income:

Revenues and expenses that are associated with monetary items (including trade receivables, cash and liabilities) are restated from the month in which they arise through period end, based on factors derived from the NCPI.

Other expenses related to the consumption of non-monetary items are restated when incurred based on the restated value of the corresponding asset from the date of consumption of the non-monetary asset through the end of the period, using factors derived from the NCPI.

Monetary position result, which represents the erosion of the purchasing power of monetary items caused by inflation, is determined by applying to net monetary assets or liabilities, at the beginning of each month, the factor of inflation derived from the NCPI and is restated through period-end with the corresponding factor. Losses result from maintaining a net monetary asset position.

Other statements:

The consolidated statements of changes in stockholders’ equity and changes in financial position present the changes in constant Mexican pesos, based on the financial position at prior year-end, restated to Mexican pesos as of the most recent year-end.

Recent changes affecting inflation accounting:

MFRS has changed for periods beginning in 2008, and the inflation accounting methods summarized above will no longer apply unless the economic environment in Mexico qualifies as “inflationary” for purposes of MFRS. The environment is inflationary if the cumulative inflation rate equals or exceeds an aggregate of 26% over three years (equivalent to an average of 8% in each year). Because of the relatively low level of Mexican inflation in recent years, and based on current forecasts, we do not expect the Mexican economic environment to qualify as inflationary in 2008 or 2009, but that could change depending on actual economic performance.

As a result, we expect to present financial statements without inflation accounting beginning in 2008.pesos.

This annual report on Form 20-F contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the ratesrate indicated. Unless otherwise indicated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps. 10.9169 per12.3825 to U.S. dollar,$ 1.00, the noon buying rate for pesos on December 30, 2010, as published by the U.S. Federal Reserve Bank of New YorkBoard. On June 10, 2011 the exchange rate for transfers in Mexican pesos on December 31, 2007.

References in this Form 20-Fas published by the U.S. Federal Reserve Board was Ps. 11.8668 to “dollars,” “U.S. dollars” or “U.S.U.S.“ are to the lawful currency of the United States of America. References in this Form 20-F to “pesos,” “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. We publish our audited consolidated financial statements in pesos.1.00.

2


This annual report on Form 20-F contains references to “workload units,” which are units measuring an airport’s passenger traffic volume and cargo volume. A workload unit currently is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. When we refer to “terminal passengers” we mean the sum of all arriving and departing passengers on commercial and general aviation flights, other than transit passengers. “Transit passengers”, or “through passengers,” are those who are generally not required to change aircraft while on a multiple-stop itinerary and who generally do not disembark their aircraft to enter the terminal building. When we refer to “total passengers”passengers,” we mean the sum of terminal passengers and transit passengers. When we refer to “commercial aviation passengers,” we mean the sum of terminal and transit passengers, excluding general aviation passengers, such as those on private non-commercial aircraft. Country-wide data for Mexico presented herein are based on commercial aviation passengers, but we generally measure our operations based on terminal passengers.

This annual report on Form 20-F contains references to “air traffic movements” which represent the sum of all aircraft arrivals and departures of any kind at an airport.

On January 1, 2010, we adopted Interpretation to Financial Reporting Standards 17, or INIF 17,Service Concession Contracts. INIF 17 was issued by Consejo Mexicano para la Investigación y Desarrollo de Normas de Información Financiera, A.C. (Mexican Board for Research and Development of Financial Reporting Standards, or “CINIF”). INIF 17 arose from the need to provide clarification on the accounting treatment to be followed for service concession contracts for services that are considered public in nature.

INIF 17 requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues earned from a concession operators’ performance of both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. Once quantified, revenues should follow the relevant recognition criteria taking into account the nature of the service rendered. Accordingly, when the operator of a concession provides construction or improvement services, revenues and costs associated with such services should be recognized using the percentage-of-completion method while revenues from operating services should be recognized as services are rendered. INIF 17 also references the supplemental application of International Accounting Standard 18,Revenues. The effects of recognition of this interpretation were applied prospectively in our consolidated financial statements, as required by the interpretation.

Although the adoption of INIF 17 did not change the accounting treatment of the concession assets and related additions and improvements in our consolidated balance sheet, it did result in the recognition of construction revenues and costs with respect to the additions and upgrades undertaken at our airports. Under our concession agreements, through the Master Development Programs agreed with the Mexican government every five years, we are committed to carry out various improvements, upgrades and additions to each of our airports on an annual basis. In exchange for investing in those additions and upgrades, the Mexican government grants the Company the right to obtain benefits for services provided using those assets. This represents an exchange of dissimilar goods or services whereby we receive an intangible asset for the construction services we provide, rather than an actual cash exchange. Exchanges of dissimilar services are considered transactions that generate revenues and thus should be measured at the fair value of the goods or services received, or those given up, if the former cannot be measured reliably. Through a bidding process, the Company hires third parties for the construction of the additions and upgrades. Accordingly, we recognize the revenues for these construction services as the amounts paid to those third parties, considering those amounts to be representative of the fair value of the services, given the unreliability of estimating the goods or services received in exchange. As a result of the foregoing analysis, in 2010 we recognized revenues from improvements to concession assets and an equal amount of costs of improvements to concession assets.

3


Although these revenues do not equate to actual cash inflows, financial reporting standards require their recognition, as revenue generation is inherent in an exchange of dissimilar services, similar to barter transactions.

In reviewing this annual report, you should take into account the fact that certain margin and ratio calculations that utilize “Total revenues” or “Total operating costs” will reflect the adoption of INIF 17 as of January 1, 2010, while previous periods will not reflect INIF 17. Consequently changes in total revenues, total operating costs, EBITDA margin, operating margin, total revenues per terminal passenger and other ratios included in this annual report, as well as other ratios potentially useful to investors, may not be comparable between periods. In those instances we have included a parenthetical notation with comparable amounts or measures. Nominal results for amounts used in calculating certain margins, such as operating income, are not affected by the adoption of INIF 17 and are comparable.

Furthermore, in several sections of this annual report we take into account only revenues that resulted in actual cash inflows (which we categorize as aeronautical and non-aeronautical revenues, or the sum of the two) for ratios or comparative calculations. Both of these categories of revenues are dependent, either directly or indirectly, on passenger traffic, while revenues generated from improvements to concession assets under INIF 17 are not dependent upon passenger traffic, but rather stem from the level of capital expenditures carried out at each airport. Information reported using only revenues that generated cash inflows may be more useful for readers of this annual report because those revenues stem from the key drivers of our business, passenger traffic and our maximum tariffs. The use of aeronautical and non-aeronautical revenues is more common in our industry as they represent the revenues generated from our core operations, that being services provided to passengers, airlines and other third parties based on passenger traffic at our airports. Accordingly, these revenues are a better indicator of revenues that directly affect our cash flows. As previously indicated, revenues from construction services for improvements to concession assets represent exchanges of goods and services rather than actual cash inflows for the services provided. Additionally, because aeronautical and non-aeronautical revenues are earned based on the key drivers of our business, passenger traffic and maximum tariffs, they are the most accurate indicator of the profitability of our operations; however, we do not earn a profit from construction services for improvements to concession assets (see “Item 4,Information on the Company – Regulatory Framework – Classification of Services Provided at Airports” for a discussion of the airport services categories and aeronautical services regulation). When analyzing the health of our operations, we consider our operating margin, which we calculate using only aeronautical and non-aeronautical revenues, given the lack of profitability generated from construction services. Accordingly, we believe that analysis and discussion of aeronautical or non-aeronautical revenues separately, in certain instances, from revenues from improvements to concession assets is important in order to provide you with a better understanding of our company. We clearly indicate each instance in which we use only aeronautical and non-aeronautical revenues by indicating the category of revenues used.

The summary financial and other information set forth below reflects our financial condition, results of operations and certain operating data for the periods indicated.

 

   Year ended December 31, 
   2003  2004  2005  2006  2007  2007 
   (thousands of pesos) (1)  (thousands of
dollars) (2)
 

Income statement data:

        

MFRS:

        

Revenues:

        

Aeronautical services(3)

  Ps. 1,819,734  Ps. 2,013,905  Ps. 2,281,135  Ps. 2,480,210  Ps. 2,812,869  U.S. $257,662 

Non-aeronautical services(4)

  322,284  429,619  516,509  565,983  664,455   60,865 

Total revenues

  2,142,017  2,443,524  2,797,644  3,046,193  3,477,324   318,527 

Operating costs:

        

Costs of services:

        

Employee costs

  287,521  297,785  308,529  323,104  351,699   32,216 

Maintenance

  105,478  113,104  131,581  127,430  142,361   13,040 

Safety, security & insurance

  85,214  93,753  91,891  102,728  106,251   9,733 

Utilities

  59,632  68,978  72,331  85,397  90,307   8,272 

Other

  88,619  107,593  98,231  121,088  148,501   13,603 

Total costs of services

  626,464  681,213  702,563  759,747  839,119   76,864 

Technical assistance fees(5)

  71,979  84,267  99,718  109,277  125,857   11,529 

Concession taxes(6)

  106,253  121,362  138,944  151,333  172,846   15,833 

Depreciation and amortization:

        

Depreciation(7)

  83,422  105,592  113,864  191,709  201,671   18,473 

Amortization(8)

  495,565  513,178  552,412  552,428  552,426   50,603 

Total depreciation and amortization

  578,988  618,770  666,276  744,137  754,097   69,076 

Total operating costs

  1,383,684  1,505,612  1,607,500  1,764,494  1,891,919   173,302 

Income from operations

  758,332  937,912  1,190,143  1,281,699  1,585,405   145,225 

Net comprehensive financing income (expense)

  26,010  (15,918) 12,484  30,189  97,343   8,917 

Other income (expense)

  (10) (2,646) (1,602) 245  (2,352)  (215)

Income before income taxes and cumulative effect of change in accounting principle

  784,331  919,348  1,201,026  1,312,133  1,680,396   153,926 

Income tax expense

  437,054  514,411  489,757  384,108  277,577   25,426 

Cumulative effect of change in accounting principle(9)

  0  (27,155) 0  0  0   0 

Consolidated net income

  347,276  432,092  711,269  928,025  1,402,819   128,500 
   Year ended December 31, 
   2006   2007   2008   2009   2010   2010 
   (thousands of pesos) (1)   (thousands of
dollars) (2)
 

Income statement data:

            

MFRS:

            

Revenues:

            

Aeronautical services(3)

  Ps.2,480,210    Ps.2,812,869    Ps.2,762,198    Ps.2,537,262    Ps.2,957,763    U.S.$238,866  

Non-aeronautical services(4)

   565,983     664,455     728,587     728,978     758,803     61,280  
   3,046,193     3,477,324     3,490,785     3,266,240     3,716,566     300,147  

Improvements to concession assets(5)

   —       —       —       —       657,103     53,067  

Total revenues

   3,046,193     3,477,324     3,490,785     3,266,240     4,373,669     353,214  

Operating costs:

            

   Year ended December 31, 
   2003  2004  2005  2006  2007  2007 
   (thousands of pesos) (1)  (thousands of
dollars) (2)
 

Basic and diluted earnings per share before cumulative effect of change in accounting principle

  Ps. 0. 6190  Ps. 0.7219  Ps. 1.2678  Ps. 1.6542  Ps. 2.5000  U.S. $0.2290 

Basic and diluted earnings per share generated by cumulative effect of change in accounting principle

  Ps. 0.0000  Ps. 0.0483  Ps. 0.0000  Ps. 0.0000  Ps. 0.0000  U.S.$ 0.0000 

Basic and diluted earnings per share(10)

  Ps. 0.6190  Ps. 0.7702  Ps. 1.2679  Ps. 1.6542  Ps. 2.5000  U.S.$ 0.2290 

Basic and diluted earnings per ADS(10)

  Ps. 6.1905  Ps. 7.7020  Ps. 12.6790  Ps. 16.5425  Ps. 25.5000  U.S.$ 2.3358 

Dividends per share(11)

  Ps. 0.5368  Ps. 0.5644  Ps. 2.0249  Ps. 1.3802  Ps. 2.0884  U.S.$ 0.1913 

Dividends per ADS(11)

  Ps. 5.3682  Ps. 5.6443  Ps. 20.2494  Ps. 13.8024  Ps. 20.8840  U.S.$ 1.9130 

U.S. GAAP:

       

Revenues

  Ps. 2,130,862  Ps. 2,439,199  Ps. 2,766,163  Ps. 3,039,294  Ps. 3,486,430  U.S.$ 319,361 

Income from operations

  1,102,122  1,271,770  1,540,412  1,595,564  1,975,322   180,941 

Consolidated net income

  572,496  (129,263) 959,348  1,141,292  1,756,760   160,921 

Basic earnings per share(10)

  1.0282  (0.2322) 1.7230  2.0498  3.1551   0.2890 

Diluted earnings per share(12)

  1.0205  (0.2322) 1.7101  2.0344  3.1315   0.2868 

Basic earnings per ADS(10)

  10.2820  (2.3215) 17.2300  20.4978  31.5510   2.8901 

Diluted earnings per ADS(12)

  10.2049  (2.3215) 17.1011  20.3442  31.3150   2.8685 

Other operating data :

       

Total terminal passengers (thousands of passengers)(13)

  16,444  17,516  19,135  20,514  23,565   23,565 

Total air traffic movements (thousands of movements)

  382  390  415  446  509   509 

Total revenues per terminal passenger(14)

  Ps. 130  Ps. 140  Ps. 146  Ps. 148  Ps. 148  U.S.$ 14 

Balance sheet data:

       

MFRS:

       

Cash and cash equivalents

  Ps. 1,147,386  Ps. 1,326,353  Ps. 845,712  Ps. 931,109  Ps. 1,426,683  U.S.$ 130,685 

Total current assets

  1,672,002  1,731,841  1,382,491  1,707,940  2,313,484   211,918 

Airport concessions, net

  19,311,519  18,914,522  18,483,014  18,051,504  17,619,994   1,614,011 

Rights to use airport facilities, net

  2,783,516  2,683,533  2,583,549  2,483,565  2,383,582   218,339 

Total assets

  26,406,378  26,632,317  26,283,952  26,475,100  27,526,277   2,521,437 

Current liabilities

  113,776  207,322  251,158  276,734  600,352   54,992 

Total liabilities

  120,460  230,958  307,303  344,738  1,164,712   106,689 

Total stockholders’ equity(15)

  26,285,919  26,401,358  25,976,649  26,130,362  26,361,565   2,394,129 

U.S. GAAP:

       

Cash and cash equivalents

  971,741  1,056,289  845,712  931,109  1,426,683   130,686 

Total current assets

  1,828,167  1,874,521  1,392,973  1,719,498  2,342,739   214,597 

Assets under concession (“Rights to use airport facilities” under MFRS)

  2,663,141  2,535,380  2,407,618  2,279,855  2,152,093   197,134 

Total assets

  13,105,630  12,790,108  12,743,850  13,212,582  14,622,023   1,339,393 

Current liabilities

  113,776  207,690  258,820  290,453  598,267   54,802 

Total liabilities

  126,979  241,783  356,272  410,216  1,208,751   110,723 

Total stockholders’ equity(15)

  12,978,651  12,548,325  12,387,577  12,802,366  13,413,272   1,228,670 

Other data:

       

MFRS:

       

Net resources provided by operating activities

  Ps. 637,572  Ps. 1,756,434  Ps. 1,559,611  Ps. 1,525,469  Ps. 2,020,236  U.S.$185,056 

Net resources used in financing activities

  (301,159) (316,655) (1,135,979) (774,311) (593,045)  (54,324)

Net resources used in investing activities

  (349,570) (806,015) (634,210) (665,760) (931,617)  (85,337)

Increase (decrease) in cash and cash equivalents

  (13,158) 633,765  (210,578) 85,397  495,574   45,395 

U.S. GAAP:(16)

       

Net cash provided by operating activities

  493,962  1,228,912  1,536,515  1,531,671  1,938,034   177,526 

Net cash used in investing activities

  (349,570) (790,572) (593,041) (649,195) (807,504)  (73,968)

Net cash used in financing activities

  (301,159) (316,655) (1,135,979) (774,312) (593,045)  (54,324)

Effect of inflation accounting

  (32,035) (37,137) (18,073) (22,767) (41,911)  (3,839)

Increase (decrease) in cash and cash equivalents

  (188,802) 84,548  (210,578) 85,397  495,574   45,395 

4


  Year ended December 31, 
  2006  2007  2008  2009  2010  2010 
  (thousands of pesos) (1)  (thousands of
dollars) (2)
 

Costs of services:

      

Employee costs

  323,104    351,699    363,417    335,628    344,814    27,847  

Maintenance

  127,430    142,361    165,604    179,406    185,426    14,975  

Safety, security & insurance

  102,728    106,251    110,950    110,666    114,136    9,218  

Utilities

  85,397    90,307    113,078    91,267    103,517    8,360  

Other

  121,088    148,501    199,680    152,348    215,979    17,442  

Total costs of services

  759,747    839,119    952,729    869,315    963,872    77,842  

Technical assistance fees(6)

  109,277    125,857    118,226    111,721    128,384    10,368  

Concession taxes(7)

  151,333    172,846    173,533    162,507    185,017    14,942  

Depreciation and amortization:

      

Depreciation(8)

  94,050    81,299    87,180    82,455    94,687    7,647  

Amortization(9)

  650,087    672,798    711,071    746,380    785,254    63,416  

Total depreciation and amortization

  744,137    754,097    798,251    828,835    879,941    71,063  
  1,764,494    1,891,919    2,042,739    1,972,378    2,157,214    174,215  

Cost of improvements to concession assets(5)

  —      —      —      —      657,103    53,067  

Total operating costs

  1,764,494    1,891,919    2,042,739    1,972,378    2,814,317    227,282  

Income from operations

  1,281,699    1,585,405    1,448,046    1,293,862    1,559,352    125,932  

Net comprehensive financing income

  30,189    97,343    214,878    58,209    38,225    3,087  

Other income (expense)

  245    (2,352  7,543    (11,710  (1,965  (159

Income before income taxes

  1,312,133    1,680,396    1,670,467    1,340,361    1,595,612    128,860  

Income tax expense

  384,108    277,577    129,625    140,917    95,452    7,709  

Consolidated net income

  928,025    1,402,819    1,540,842    1,199,444    1,500,160    121,151  

Basic and diluted earnings per share(10)

 Ps.1.6542   Ps.2.5000   Ps.2.7486   Ps.2.1400   Ps.2.6872   U.S.$0.2170  

Basic and diluted earnings per ADS(10)

 Ps.16.5425   Ps.25.0000   Ps.27.4860   Ps.21.4005   Ps.26.8720   U.S.$2.1702  

Dividends per share(11)

 Ps.1.3802   Ps.2.0884   Ps.2.0000   Ps.2.1390   Ps.1.7825   U.S.$0.1440  

Dividends per ADS(11)

 Ps.13.8024   Ps.20.8840   Ps.20.0000   Ps.21.3904   Ps.17.8250   U.S.$1.4395  

U.S. GAAP:

      

Revenues

 Ps.3,039,294   Ps.3,486,430   Ps.3,580,027   Ps.3,231,628   Ps.3,694,464   U.S.$298,362  

Income from operations

  1,595,564    1,975,322    2,017,296    1,627,626    1,899,011    153,362  

Consolidated net income

  1,141,292    1,756,760    1,961,180    1,476,420    1,724,580    139,276  

Basic earnings per share(10)

  2.0498    3.1551    3.5248    2.6542    3.1127    0.2514  

Diluted earnings per share(12)

  2.0344    3.1315    3.4984    2.6342    3.0893    0.2495  

Basic earnings per ADS(10)

  20.4978    31.5510    35.2480    26.5416    31.1270    2.5138  

Diluted earnings per ADS(12)

  20.3442    31.3150    34.9840    26.3423    30.8930    2.4949  

Other operating data:

      

Total terminal passengers (thousands of passengers)(13)

  20,514    23,565    22,252    19,286    20,223    20,223  

Total air traffic movements (thousands of movements)

  446    509    465    405    412    412  

Total revenues per terminal passenger(14)

 Ps.148   Ps.148   Ps.157   Ps.169   Ps.216   U.S.$17  

Balance sheet data:

      

MFRS:

      

Cash and cash equivalents

 Ps.931,109   Ps.1,426,683   Ps.1,506,004   Ps.2,173,586   Ps.2,348,807   U.S.$189,688  

Total current assets

  1,707,940    2,313,484    2,730,299    3,169,676    3,023,099    244,143  

Airport concessions, net

  18,051,504    17,619,994    17,188,483    16,756,973    16,325,463    1,318,430  

Rights to use airport facilities, net

  2,483,565    2,383,582    2,283,598    2,188,235    2,102,111    169,765  

Total assets

  26,475,100    27,526,277    28,141,694    28,381,915    28,889,282    2,333,073  

Current liabilities

  276,734    600,352    673,872    612,457    903,941    73,001  

Total liabilities

  344,738    1,164,712    1,404,048    1,601,361    2,218,377    179,154  

Total shareholders’ equity(15)

  26,130,362    26,361,565    26,737,646    26,780,554    26,670,905    2,153,919  

U.S. GAAP:

      

Cash and cash equivalents

  931,109    1,426,683    1,506,004    1,821,150    2,120,230    171,228  

Total current assets

  1,719,498    2,342,739    2,768,115    2,862,816    2,853,293    230,429  

Assets under concession (“Rights to use airport facilities” under MFRS)

  2,279,855    2,152,093    2,024,330    1,901,188    1,787,285    144,340  

Total assets

  13,212,582    14,622,023    15,570,870    16,124,951    16,910,389    1,365,668  

Current liabilities

  290,453    598,267    673,872    612,457    904,096    73,014  

Total liabilities

  410,216    1,208,751    1,423,068    1,614,174    2,246,099    181,393  

Total shareholders’ equity(15)

  12,802,366    13,413,272    14,147,802    14,510,777    14,664,290    1,184,275  

5


   Year ended December 31, 
   2006  2007  2008  2009  2010  2010 
   (thousands of pesos) (1)  (thousands of
dollars) (2)
 

Other data:

       

MFRS: (16)

       

Net resources provided by operating activities

  Ps.1,525,469   Ps.2,020,236    N/A    N/A    N/A    N/A  

Net resources used in financing activities

   (774,311  (593,045  N/A    N/A    N/A    N/A  

Net resources used in investing activities

   (665,760  (931,617  N/A    N/A    N/A    N/A  

Net cash provided by operating activities)

   N/A    N/A   Ps.1,614,567   Ps.2,212,375   Ps.2,577,170   U.S.$208,130  

Net cash used in investing activities

   N/A    N/A    (521,974  (542,114  (935,513  (75,551

Net cash used in financing activities

   N/A    N/A    (1,013,272  (1,002,679  (1,466,436  (118,428

Increase in cash and cash equivalents

   85,397    495,574    79,321    667,582    175,221    14,151  

U.S. GAAP:(17)

       

Net cash provided by operating activities )

   1,531,671    1,938,034    1,570,465    2,161,892    2,479,501    200,242  

Net cash used in investing activities

   (649,195  (807,504  (546,861  (925,511  (829,944  (67,026

Net cash used in financing activities

   (774,312  (593,045  (944,283  (921,235  (1,350,477  (109,063

Effect of inflation accounting

   (22,767  (41,911  N/A    N/A    N/A    N/A  

Increase in cash and cash equivalents

   85,397    495,574    79,321    315,146    299,080    24,153  

 

(1)All peso amounts through December 31, 2007 are expressed in constant pesos with purchasing power as of December 31, 2007. Beginning January 1, 2008, balances and transactions of each year are denominated in pesos with purchasing power for each of those years. Per-share peso amounts are expressed in pesos (not thousands of pesos). Operating data are expressed in the units indicated.
(2)Translated into dollars at the rate of Ps. 10.916912.3825 per U.S. dollar, the noon buying rate on December 30, 2010, as published by the U.S. Federal Reserve Bank of New York for transfers in Mexican pesos on December 31, 2007.Board. The U.S. dollar information should not be construed to imply that the peso amounts represent, or could have been or could be converted into U.S. dollars at such rate or at any other rate. Per-share dollar amounts are expressed in dollars (not thousands of dollars). Operating data are expressed in the units indicated.
(3)Revenues from aeronautical services principally consist of a fee for each departing passenger except diplomats and infants, aircraft landing fees, based on an aircraft’s weight and arrival time, an aircraft parking fee, a feefees for the transport of passengers from an aircraft to a terminal building, and a security chargecharges for each departing passenger and other sources of revenues subject to regulation under our maximum rates. See Item“Item 4,Information on the Company – Regulatory Framework herein for a description of our regulatory framework, including our maximum rates.
(4)Revenues from non-aeronautical services consist of revenues not subject to regulation under our maximum rates, which are primarily revenues from car parking charges, leasing of commercial space to tenants, advertisers, certain ground transportation providers and other miscellaneous sources of revenues. Pursuant to our operating concessions and Mexico’s Airport Law (Ley(Ley de Aeropuertos)Aeropuertos) and the regulations thereunder, car parking services are currently regulated under the Mexican Airport Law but are excluded from regulated services under our maximum rates, although the Ministry of Communications and Transportation (Secretarí(Secretaría de Comunicaciones y Transportes)Transportes) could decide to regulate such rates.
(5)In 2010, we adopted INIF 17Service Concession Contracts.These amounts represent revenues generated from improvements made to concession assets and the related costs stemming from capital expenditures made as agreed with the Mexican government under our Master Development Programs for 2010. These amounts do not result in actual cash inflows, nor did they have an effect on our net income in 2010 as revenues earned were equal to the costs incurred.
(6)Beginning January 1, 2000, we began paying Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (“AMP”), or “AMP”, a technical assistance fee under the technical assistance agreement entered into in connection with AMP’s purchase of our Series BB shares. This fee is described in Item 7 hereof.
(6)(7)As of November 1, 1998, each of our subsidiary concession holders has been required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley(Ley Federal de Derechos)Derechos) for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently 5% of each concession holder’s gross annual revenues.revenues (excluding revenues from improvements to concession assets).
(7)(8)Reflects depreciation of fixed assets.
(8)(9)Reflects amortization of concessions, improvements to concession assets, rights to use airport facilities, recovered long-term leases and parking lots.
(9)Represents the gain that resulted from the application of MFRS Bulletin C-10 governing derivative financial instruments and other hedging operations. See Note 3.l to our audited consolidated financial statements.
(10)Based on the ratio of 10 Series B shares per ADS. For MFRS purposes, based on a weighted average of 561,000,000 common shares outstanding in each period.for the years ended December 31, 2006 and 2007; and 560,594,812, 560,473,972 and 558,245,610 common shares outstanding for the years ended December 31, 2008, 2009 and 2010, respectively, due to our stock repurchase program. For U.S. GAAP purposes, based on a weighted average of 556,792,500 common shares outstanding for the years ended December 31, 2006 and 2007; and 556,387,312, 556,266,472 and 554,038,110 common shares outstanding for the years ended December 31, 2008, 2009 and 2010, respectively, due to our stock repurchase program and due to the effect of the Technical Assistance Agreement as explained in each period.Note 27(iii) to our audited consolidated financial statements.
(11)Dollar amounts were $0.0504 per share in 2004, $0.1807 per share in 2005,were $0.1232 per share in 2006, and $ 0.1913 per share$0.1913 in 2007, $0.1446 in 2008, $0.1638 in 2009, and $0.5037$0.1440 in 2010, and per ADS in 2004, $1.8071 per ADS in 2005,were $1.2317 per ADS in 2006, $1.9130 in 2007, $1.4460 in 2008, $1.6382 in 2009, and $1.9130 per ADS$1.4395 in 2007.2010.

6


(12)Based on the ratio of 10 Series B shares per ADS. Based on a weighted average of 561,000,000 common shares and common share equivalents outstanding for the years ended December 31, 2005, 2006 and 2007, and 556,792,500560,594,812, 560,473,972 and 558,245,610 common shares and common share equivalents outstanding for the yearyears ended December 31, 2004.2008, 2009 and 2010, respectively, due to forfeitable common shares held in trust and subject to compliance by AMP to the Technical Assistance Agreement. See Note 27 (iii) to our audited consolidated financial statements.
(13)Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).
(14)Total revenues for the period divided by terminal passengers for the period, expressed in pesos (not thousands of pesos).
(15)Total stockholders’shareholders’ equity under MFRS reflects the value assigned to our concessions. Under U.S. GAAP, no value has been assigned to our concessions.
(16)As of January 1, 2008, NIF B-2,Statement of Cash Flows under MFRS was effective, which requires a presentation of a statement of cash flows showing cash movements only. This presentation differs substantially from that required by the previous Bulletin B-12Statement of Changes in Financial Position, which was in effect through December 31, 2007. As B-2 requires this change be enacted prospectively, the Company prepared a statement of cash flows for the year ended December 31, 2008, December 31, 2009 and December 31, 2010 and a statement of changes in financial position for prior years.
(17)U.S. GAAP cash-flow data is expressed in nominal Mexican pesos.

7


EXCHANGE RATES

The following table sets forth, for the periods indicated, the high, low, average and period-end free-market exchange rate between the peso and the U.S. dollar, expressed in pesos per U.S. dollar. The average annual rates presented in the following table were calculated using the average of the exchange rates on the last day of each month during the relevant period. The data provided in this table is based on noon buying rates published by the Federal Reserve Bank of New York for cable transfers in Mexican pesos. We have not restatedpesos for the years ended December 31, 2005 through December 31, 2008. The Federal Reserve Bank of New York discontinued the publication of foreign exchange rates on December 31, 2008, and therefore, the data provided for the periods beginning January 1, 2009, are based on the rates published by the U.S. Federal Reserve Board in constant currency units.its H.10 Weekly Release of Foreign Exchange Rates. All amounts are stated in pesos.pesos and have not been restated in constant currency units. We make no representation that the Mexican peso amounts referred to in this annual report could have been or could be converted into U.S. dollars at any particular rate or at all.

 

   Exchange Rate

Year Ended December 31,

  High    Low    Period End    Average(1) 

2002

  10.43    9.00    10.43    9.75

2003

  11.41    10.11    11.24    10.85

2004

  11.64    10.81    11.15    11.31

2005

  11.41    10.41    10.63    10.88

2006

  11.46    10.43    10.80    10.91

2007

  11.27    10.67    10.92    10.97

December 2007

  10.92    10.80    10.92    10.85

2008:

              

January 2008

  10.97    10.82    10.82    10.91

February 2008

  10.82    10.67    10.73    10.77

March 2008

  10.85    10.63    10.63    10.73

April 2008

  10.60    10.44    10.51    10.51

May 2008

  10.57    10.31    10.33    10.44
   Exchange Rate 

Year ended December 31,

  High   Low   Period End   Average(1) 

2006

   11.46     10.43     10.80     10.91  

2007

   11.27     10.67     10.92     10.97  

2008

   13.94     9.92     13.83     11.14  

2009

   15.41     12.63     13.06     13.58  

2010

   13.19     12.17     12.38     12.62  

December 2010

   12.47     12.33     12.38     12.39  

2011:

        

January 2011

   12.25     12.04     12.15     12.13  

February 2011

   11.97     12.18     12.11     12.06  

March 2011

   12.11     11.92     11.92     12.00  

April 2011

   11.86     11.52     11.52     11.71  

May 2011

   11.77��    11.50     11.58     11.65  

 

Sources: Federal Reserve Bank of New York and Federal Reserve Board.

(1)Average of month-end rates or daily rates, as applicable.

Source:On June 10, 2011, the exchange rate for pesos was Ps. 11.8668 per U.S. $1.00 as published by the U.S. Federal Reserve Bank of New York.

In recent decades, the Mexican Central Bank (Banco de México) has consistently made foreign currency available to Mexican private-sector entities (such as us) to meet their foreign currency obligations. Nevertheless, in the event of shortages of foreign currency, there can be no assurance that foreign currency would continue to be available to private-sector companies or that foreign currency needed by us to service foreign currency obligations or to import goods could be purchased in the open market without substantial additional cost.Board.

Fluctuations in the exchange rate between the peso and the U.S. dollar affect the U.S. dollar value of securities traded on the Mexican Stock Exchange (Bolsa Mexicana de Valores, S.A.S.A.B. de C.V.), and, as a result, will likely affect the market price of our American Depositary Shares, or ADSs. Such fluctuations may also affect the U.S. dollar conversion by The Bank of New York, the depositary for our ADSs, of any cash dividends paid by us in pesos.

On June 23, 2008, the Federal Reserve Bank of New York’s noon buying rate was Ps. 10.2970 per U.S. $1.00.

For a discussion of the effects of fluctuations in the exchange rates between the peso and the U.S. dollar, see “Item 10. Additional Information—Exchange Controls.”8


RISK FACTORS

Risks Related to Our Operations

A global economic and financial crisis may affect our business.

The global economic and financial crisis that began in 2007 and continued through 2009 led to high volatility and lack of liquidity in the global credit and other financial markets. The downturn in the U.S. and global economies led to increased commercial and consumer delinquencies, lack of consumer confidence, decreased market valuations, increased market volatility, high financial risk premiums and a widespread reduction of business activity generally. These conditions also limited the availability of credit and increased financial costs for companies around the world, including in Mexico and the United States. Although economic conditions improved in 2010 and the availability of credit increased while interest rates remained stable, a failure of the global economy to continue recovering or another recession could significantly affect our ability to access credit to finance our future projects, therefore adversely affecting our business.

Our revenues are highly dependent on levels of passenger and cargo traffic volumes and air traffic, which depend in part on factors beyond our control.

Our revenues are closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services. Our principal source of aeronautical services revenues is passenger charges. Passenger charges are payable for each passenger (other than diplomats, infants and transfer and transit passengers) departing from the airport terminals we operate and are collected by the airlines and paid to us. In 2008, 2009 and 2010 passenger charges represented 65.3%, 64.0% and 56.1% respectively, of our total revenues (in 2010, passenger charges represented 66.0% of the sum of our aeronautical and non-aeronautical revenues).

Passenger and cargo traffic volumes and air traffic movements depend in part on many factors beyond our control, including economic conditions in Mexico and the United States, the political situation in Mexico and elsewhere in the world, public health crises, the attractiveness of the destinations that our airports serve relative to thatthose of other competing airports, fluctuations in petroleum prices, (which can have a negative impact on traffic as a resultdisruptions of fuel surcharges or other measures adopted by airlines in response to increased fuel costs)global debt markets and changes in regulatory policies applicable to the aviation industry. Any decreases in air traffic to or from our airports as a result of factors such as these could adversely affect our business, results of operations, prospects and financial condition.

OurNegative economic developments in Mexico could reduce domestic passenger traffic at our airports, which would adversely affect our business could be adversely affected by a downturn in the U.S. economy.and results of operations.

In 2007, 95.8%Although a substantial portion of our revenues is derived from foreign tourism, Mexican domestic passengers in recent years have represented approximately two-thirds of the international passengers served bypassenger traffic volume in our airports arrived or departed on flights originatingairports. In addition, all of our assets are located, and all of our operations are conducted, in or departing to the United States. Thus,Mexico. Because our business isrevenues are largely dependent on the level of passenger traffic in our airports, any decline in domestic traffic could have an adverse effect on our business, results of operations, prospects and financial conditions. Therefore, if inflation or interest rates increase significantly or the Mexican economy is otherwise adversely impacted, our business, financial condition and results of operations could be materially and adversely affected because, among other things, domestic demand for transportation services may decrease. For more information on the U.S. economy,ongoing recession in Mexico, see “– Risks Related to Mexico – Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations” in this section and “Item 5,Operating and Financial Review and Prospects – Recent Developments – Economic Downturn.

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Our business is particularly influenced bysensitive to economic conditions and other developments in the United States.

Our business is particularly sensitive to trends in the United States relating to leisure travel, consumer spending and international tourism. EventsIn 2010, 91.0% of the international terminal passengers served by our airports arrived and conditionsdeparted on flights originating in or departing primarily to the United States.

Thus, our business is highly dependent on the condition of the U.S. economy and events affecting the U.S. economy may adversely affect our business, results of operations prospects and financial condition. TheIn 2009 the U.S. gross domestic product decreased at an annualized rate of 2.4%, but it improved in 2010, increasing at an annualized rate of 2.8%. Therefore, although the U.S. economy has recently experienced and continuesshown signs of improvement, if the U.S. economy fails to experience an economic slowdown that may negatively affect our results of operations. If this slowdown becomescontinue improving or if it falls back into a prolonged economic crisis,recession, it willwould likely have a material adverse effect on our results of operations due to decreased passenger traffic travel to and from the United States.

Other trends and developments in the United States may also adversely impact the frequency and pattern of our international passenger traffic. For example, any development that could make travel to and from the United States less attractive to our passengers, including legislative developments related to immigration policy in the United States, could negatively affect the level of passenger traffic in our airports, which may adversely affect our business, financial condition or results of operations.

Levels of passenger and cargo traffic volumes and air traffic at our airports are highly sensitive to the impact on airlines of international petroleum prices and access to credit.

Our revenues are closely linked to passenger and cargo traffic volumes and air traffic movements at our airports, which are determined by the operating levels of airlines at our airports. Airlines’ costs are highly sensitive to the price of petroleum and their access to credit to finance their operations. Increased costs may increase ticket prices and reduce fleets, thereby decreasing flight frequencies and negatively impacting passenger and cargo traffic volumes.

International petroleum prices have experienced significant volatility in the recent past, reaching record highs in the third quarter of 2008. Although prices have remained below the highs of 2008, the price of fuel is subject to further fluctuations resulting from a reduction or increase in output of petroleum, voluntary or otherwise, by oil-producing countries, other market forces, a general increase in international hostilities, or any future terrorist attacks. Increases in airlines’ costs as a result of higher petroleum prices may lead to higher ticket prices, cancellations of routes and decreases in frequencies of flights, and may decrease demand for air travel generally, which may reduce passenger and cargo traffic at our airports.

Most airlines also depend on reliable access to credit at interest rates they can afford to finance their fleet of aircraft and make other large investments. As evidenced by the recent global recession and financial crisis, high interest rates and disruptions in the global debt markets had an adverse effect on airlines’ ability to operate their fleets, forcing many to raise ticket prices, cancel routes, decrease the frequencies of flights or forego scheduled investments. Such reductions in operations by airlines has led to lower passenger and cargo traffic volumes at our airports, which has had an adverse impact on our results of operations.

See “–The loss of or suspension of operations by one or more of our key customers could result in a loss of a significant amount of our revenues” below for a more detailed description of which of our major airline customers have recently reduced or cancelled operations at our airports.

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Our business is highly dependent upon revenues from four of our airports and could be adversely impacted by any condition affecting those airports.

In 2010, approximately 82.1% of the sum of aeronautical and non-aeronautical revenues was generated from four of our 12 airports. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports in 2010:

Airport

For year ended
December 31, 2010

Guadalajara International Airport

35.5

Los Cabos International Airport

16.8

Puerto Vallarta International Airport

15.7

Tijuana International Airport

14.1

Eight other airports

17.9

Total

100.0

As a result of the substantial contribution to our aeronautical and non-aeronautical revenues from these four airports, any event or condition affecting these airports could have a material adverse effect on our business, results of operations, prospects and financial condition.

Competition from other tourist destinations could adversely affect our business.

The principal factor affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports (particularly our Los Cabos International Airport and our Puerto Vallarta International Airport) may vary as a result of factors beyond our control, including the level of tourism in Mexico. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancun and Acapulco, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America. The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of Mexico, particularly as a result of the uncertainty and safety concerns resulting from the government’s ongoing effort against drug cartels. There can be no assurance that tourism levels, and therefore the number of passengers using our airports, in the future will match or exceed current levels. A reduction in tourism to the destinations served by our airports could directly and indirectly affect our revenues from aeronautical and non-aeronautical services.

International events, including acts of terrorism, wars and global epidemics, could have a negative impact on international air travel.

International events such as the terrorist attacks on the United States on September 11, 2001, resultedwars such as the one in a significant declineIraq and public health crises such as the Influenza A/H1N1 epidemic have negatively affected the frequency and pattern of air travel worldwide in passenger traffic worldwide and futurerecent years.

As with all airport operators, we are subject to the threat of terrorist attacks could result in similar declines.

attacks. The terrorist attacks on the United States on September 11, 2001 had a severe adverse impact on the air travel industry, particularly on U.S. carriers and on carriers operating international servicesservice to and from the United States. Airline traffic in the United States fell precipitously after the attacks. Our terminal passenger volumes declined 1.4% in 2001 and an additional 5.3% in 2002 (in each case as compared to the prior year). Any

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future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.

Moreover, we cannot predict what effect any future terrorist attacks or threatened attacks on the United States or any retaliatory measures taken by the United States in response to these events may have on the U.S. economy or leisure travel trends, which may negatively affect our results of operations.

In April 2009, Mexico, as well as several other countries, was affected by an outbreak of Influenza A/H1N1. As a result of the outbreak, a number of countries, including the United States, Great Britain and France, advised against nonessential travel to Mexico, although these advisories had been lifted by the end of May 2009. While we cannot completely isolate the impact on travel of the advisories and restrictions imposed by national and international governments from other potential factors such as the economy, our domestic passenger traffic and international passenger traffic declined by 33.3% and 43.7%, respectively during May 2009 (in each case compared to May 2008). A new outbreak could once again disrupt our operations and significantly affect passenger and cargo traffic levels.

Because our revenues are largely dependent on the level of passenger traffic in our airports, any general increase of hostilities relating to reprisals against terrorist organizations, further armed conflict around the world, outbreaks of health epidemics or other events of general international concern (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition.

If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.

Although we currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for approximately 49.5% of our total employees as of December 31, 2010), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

Security enhancements following the events of September 11, 2001 have resulted in increased costs and future security enhancements could further increase our costs and reduce our operating margins.may expose us to greater liability.

The air travel business is susceptible to, and has experienced, increased costs resulting from enhanced security and higher insurance and fuel costs.insurance. Following the events of September 11, 2001, we reinforced security at our airports. While enhanced security at our airports has not resulted inAs a significant increase in our operating costs to date, we may be required to adopt additional security measures in the future. In addition,result, our general liability insurance premiums for 2002 and 2003 increased substantially relative to our 2001 premiums, and we cannot predict whether there may continue to risebe additional increases in the future. In 2004, our aggregate insurance cost was more than double our aggregate insurance cost for 2001. Since August 1, 2003, we have carried a Ps. 500 million insurance policy covering damages to our property resulting from terrorist acts. Since January 2003, we have carried an insurance policy covering personal and property damages to third parties resulting from terrorist acts. The coverage provided by this policy was initiallysince 2007 is U.S.$ 10 million, but was increased to U.S.$ 150 million in 2007.million. Because our insurance policies do not cover all losses and liabilities resulting from war or from terrorism, we could incur significant costs if we were to be directly affected by events of this nature. Any such increase in our operating costs would have an adverse effect on our results of operations.

The users of airports, principally airlines, have been subject to increased costs since the events of September 11, 2001. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security rules or guidelines in the future. Premiums for aviation insurance have increased substantially and could escalate further. While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has not done so and has given no indication of any intention to do so.the same. In

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addition, fuel prices, supplies and supplies,interest rates for airlines’ aircraft lease agreements, which constitute a significant cost for airlines using our airports, may be subject to increases resulting from any future terrorist attacks, a general increase in international hostilities or a reduction in output of fuel, voluntary or otherwise, by oil-producingoil producing countries. Such increases in airlines’ costs have in the past resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. In addition, because a substantial majority of our international flights involve travel to the United States, we may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities.

In 2005, the Mexican government issued a policy letter (carta de política) calling for all checked baggage on international commercial flights beginning in January 2006, and on domestic commercial flights beginning in July 2006, to undergo a new comprehensive screening process. Because of uncertainty over the policy letter’s implementation, the new screening process has been delayed. In particular, the policy letter does not specify which parties should bear responsibility for the new screening process. Although the Mexican Airport Law specifiesexpressly provides that airlines bear the responsibility for baggage screening, the fact that the policy letter is silent as to responsibility has caused some of our airline customers to contend that the policy letter’s intent is for airport concessionaires, such as us, to bear responsibility for the new screening process. In addition, certain questions have been raised regarding the constitutionality of the new screening process. The Mexican Bureau of Civil Aviation is expected to issue regulations

implementing the policy letter, but these may not address the questions of responsibility and constitutionality that have been raised. We maintain that the new policy will not be implemented at our airports until we enter into a written agreement with our airline customers regarding the allocation of cost and responsibility.

The new process is expected to require the installation of new screening equipment and that baggage be checked manually if the equipment signals the potential presence of prohibited items. In December 2009 the Company signed a supply contract with Rapiscan Systems for the purchase and installation of new baggage screening equipment which is expected to be complete during 2011. To date, the installation has been completed in 6 of our 12 airports. Although we incurred significant capital expenditures installing this screening system, we believe that the operation of this equipment is the responsibility of our airline customers under the Mexican Airport Law. We are currently in negotiations with theDirección General de Aeronáutica Civil(Civil Aeronautics Division or “DGAC”) and the airlines to determine responsibility for operating the equipment and the allocation of costs. If it is determined that it is our responsibility to operate the screening systems or that we are required to purchase, install and operateresponsible for part of the new screening equipment, this could increasecost, our exposure to liability. liability could increase.

We also expect to incur ongoing expenses to maintain any equipment purchased, and we could be required to undertake significant additional capital expenditures to purchase thefor items such as a new screening technology or additional equipment, and incur ongoing expenses to maintain the equipment we have purchased, which could restrict our liquidity and adversely affect our results of operations.

International events could haveWhile enhanced security at our airports has not resulted in a negative impact on international air travel.

Historically, a substantial majority of our revenues has been derived from aeronautical services, and our principal source of aeronautical services revenues is passenger charges. Passenger charges are payable for each passenger (other than diplomats, infants and transfer and transit passengers) departing from the airport terminals we operate, and are collected by the airlines and paid to us. In 2005, 2006 and 2007, passenger charges represented 65.4%, 65.1%, and 67.2%, respectively, of our total revenues. Events such as the war in Iraq and public health crises such as the Severe Acute Respiratory Syndrome, or SARS, crisis in 2003 have negatively affected the frequency and pattern of air travel worldwide. Because our revenues are largely dependent on the level of passenger trafficsignificant increase in our airports, any general increase of hostilities relatingoperating costs to reprisals against terrorist organizations, further conflictdate other than as mentioned above, we may be required to adopt additional security measures in the Middle East, outbreaks of health epidemics such as SARS or other events of general international concern (and any related economic impact of such events) could result in decreased passenger traffic and increased costs to the air travel industry and, as a result, could cause a material adverse effect on our business, results of operations, prospects and financial condition.future.

Our revenues and profitability may not increasebe adversely affected if we fail in our business strategy.

Our ability to increase our revenues and profitability depends in part on our business strategy, which consists of setting prices in order to be as close as possible to our regulatory maximum rates for any given year, reducing operating costs, controlling our capital expenditure commitments under our Master Development Programs with the Mexican government, increasing passenger and cargo traffic at our airports and increasing revenues from commercial activities.

Our ability to increase our commercial revenues is significantly dependent, among other factors, upon increasing passenger traffic at our airports and on our ability to renegotiate rental agreements with

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our tenants to provide for contractual terms more favorable to us. Our ability to increase revenues from commercial activities is also dependent on our ability to continue the remodeling and modernization of the commercial areas we operate within our airports. We cannot assure youprovide assurance that we will be successful in implementing our strategy of increasing our passenger traffic or our revenues from commercial activities. The passenger traffic volume in our airports depends on factors beyond our control, such as the attractiveness of the commercial, industrial and tourist centers that the airports serve. Accordingly, there can be no assurance that the passenger traffic volume in our airports will increase or that our profitability will increase.

A claim against us by a construction company relating to work at the Guadalajara airport could have a negative resolution.

In August 2005, we entered into a construction contract with Grupo de Ingeniería Universal, S.A. de C.V., or GIUSA, for the development of a new segment of the Guadalajara International Airport’s apron. GIUSA delayed the project and we therefore executed the performance bond posted by GIUSA in an amount equal to 20% of the total contract value. However, we were not able to obtain such execution because, in September 2006, GIUSA initiated legal proceedings against us, claiming breach of contract by us and seeking the full contract amount and additional damages, together totaling Ps. 43 million. During 2007, we obtained a favorable sentence in first instance, which was appealed by GIUSA. As of the date of our consolidated financial statements, the resolution of this appeal is still pending.

Competition from other tourist destinations could adversely affect our business.

The principal factor affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports (particularly our Los Cabos International Airport and our Puerto Vallarta International Airport) may vary as a result of factors beyond our control, including the level of tourism in Mexico. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancún and Acapulco, or elsewhere, such as Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America. The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of Mexico. There can be no assurance that tourism levels, and therefore the number of passengers using our airports, in the future will match or exceed current levels, the failure of which could directly and indirectly affect our revenues from aeronautical and non-aeronautical services, respectively.

Our business is highly dependent upon revenues from four of our airports and could be adversely impacted by any condition affecting those airports.

In 2007, approximately 78.3% of our revenues were generated from four of our 12 airports. The following table lists the percentage of total revenues generated at our airports in that year:

Airport

For year ended
December 31, 2007

Guadalajara International Airport

33.4%

Tijuana International Airport

13.7

Puerto Vallarta International Airport

15.2

Los Cabos International Airport

16.0

Eight other airports

21.7

Total

100.0%

As a result of the substantial contribution to our revenues from these four airports, any event or condition affecting these airports could have a material adverse effect on our business, results of operations, prospects and financial condition.

If a change in relations with our labor force should occur, such a change could have an adverse impact on our results of operations.

Although we currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for 52.5% of our total employees at December 31, 2007), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

The loss of or suspension of operations by one or more of our key customers could result in a loss of a significant amount of our revenues.

Consorcio Aeroméxico,Concesionaria Vuela Compañía de Aviación, S.A. de C.V., or ConsorcioVolaris; Grupo Aeroméxico, (controlled by the Mexican government until October 2007)S.A.B. de C.V., isor Grupo Aeroméxico, a holding company that owns Aeroméxico one of the principal domestic airlines operating at our airports. Of the total revenues generated at our airports in 2007, Aeroméxico and Aeroméxico Connect (formerly AerolitoralAerolitoral); Grupo Mexicana, a holding company that owns Mexicana, Mexicana Click and also owned by Consorcio Aeroméxico) togetherMexicana Link (these airlines suspended operations on August 28, 2010); and ABC Aerolíneas S. A. de C.V., or Interjet; accounted for 15.31%13.5%, while Grupo Mexicana (composed12.7%, 7.6% and 4.2%, respectively, of Mexicana de Aviacióntotal revenues in our airports in 2010 (15.9%, 14.9%, 8.9% and Click Mexicana), which until December 2005 was owned by4.9% respectively, of the government,sum of aeronautical and which is now owned by Grupo Posadas S.A. de C.V., represented 12.01%non-aeronautical revenues generated in our airports in 2010).

None of our contracts with our airline customers obligate them to continue providing service to our airports, and we can offer no assurance that, if any of our key customers reducedreduce their use of our airports, competing airlines would add flights to their schedules to replace any flights no longer handled by our principal airline customers. During 2007, Banamex acquired both AeroméxicoFor example, on August 2, 2010, Mexicana, one of Mexico’s two largest carriers and Aeroméxico Connect.previously an airline which was among our three largest customers in terms of passenger traffic, filed for bankruptcy protection in Mexico and in the United States. On August 28, 2010, Mexicana, Mexicana Click (formerly known as Aerovías Caribe) and Mexicana Link (formerly known as Mexicana Inter)(collectively “Grupo Mexicana”) ceased operations. Mexicana Click and Mexicana Link filed for bankruptcy protection on September 7, 2010. In 2010, Grupo Mexicana was still our third largest carrier and accounted for 8.9% of the sum of aeronautical and non-aeronautical revenues generated in our airports. Since Grupo Mexicana ceased operations, approximately 36.4% of the available seats that it flew have been taken over by other airlines, and, consequently, passenger traffic levels at our airports have been recovered since the date that Grupo Mexicana ceased operations. We can offer no assurance that thesecompeting airlines will operate independently in the future or that they will continuewould seek to useincrease their flight schedules if any of our key customers reduced their use of our airports. Decisions made

Furthermore, passenger charges, which accounted for 56.1% of our revenues in 2010 (66.0% taking into account only the sum of aeronautical and non-aeronautical revenues), are collected by Banamexairlines from passengers on our behalf and are later paid to us, depending the airline, with a maximum due date of 60 days following the date of each flight. If any of our key customers were to become insolvent or seek bankruptcy protection, we would be an unsecured creditor with respect to its ownership interestany unpaid passenger charges, and we might not be able to recover the full amount of such charges. For instance, as a result of the Grupo Mexicana insolvency proceeding, we estimate that Ps. 53.0 million in its airlines could also affect the operations and business of Aeroméxico and Aeroméxico Connect and, in turn, have a material adverse effect on our results of operations. Our business and results of operationsaccounts receivable could be adversely affectedat risk of not being recovered (we increased our reserve for doubtful accounts in that amount during 2010), which represented approximately 1.2% of our total revenues (1.4% of the sum of aeronautical and non-aeronautical revenues) and 10.3% of our total accounts receivable as of December 31, 2010, before allowance for doubtful accounts.

In addition, Mexican law prohibits an international airline from transporting passengers from one Mexican location to another, except if the passenger originated travel outside Mexico, thus limiting the number of airlines providing domestic service in Mexico. Accordingly, we do notexpect to continue to generate comparable levelsa significant portion of our revenues from our key customers.domestic travel from a limited number of airlines.

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In 2007, theDuring 2009, we renegotiated our passenger charges collection agreements with all of our airline customers. See “Item 4,Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.” According to the new agreements that we invoicedtook effect on November 1, 2009, an airline could have a grace period of up to airlines were generally collected,a maximum of 60 days for payment on a weighted averagecase by case basis approximately 78(not all airlines received the same grace period). If an airline wanted a grace period of any amount up to 88the 60-day limit, the airline was required to secure the grace period and the equivalent of 30 additional days followingwith cash, bonds or other collateral equal to the invoice delivery date. The actual termcharges the airline would incur during that period by taking into account the peak operational days for payment generally is dependent upon interest rates on short-term Mexican treasury bills, orCetes, with longer payment periodsthat specific airline during periods of lower interest rates (within a defined range). Our revenues from passenger charges are not secured by a bond or any other collateral.the last 12-month period. Thus, in the event of insolvency or suspension of operations by an airline, we would be able to collect passenger charges invoiced to that airline up to the value of the collateral. Although we would have a 30-day buffer beyond the grace period, our cash flows from operations or our results of operations could be negatively affected if such collateral were not sufficient to cover the outstanding debt. Thus, in the event of any suspension of operations by an airline, such as occurred in 2003 inwas the case of Líneas Aéreas Allegro S.A. de C.V.,with Grupo Mexicana, or insolvency, we would not be assured of collecting any100% of the amounts invoiced to that airline in respect offor passenger charges, whichnor could we be assured that we would recover, in the short term, the traffic they would stop transporting. Both scenarios could negatively affect our cash flows from operations or our results of operations.

Additionally, some of our commercial clients have had difficulty making their payments to our airports. As a result, we have tried to renegotiate terms with many clients to keep them at our airports. Despite our efforts, however, some clients have decided to leave our commercial spaces and cancel their contracts. This could potentially have a negative effect on our revenues.

Our business is dependent on international regulations that affect Mexican airlines.

On July 30, 2010, the United States Federal Aviation Administration (“FAA”) announced that, following an assessment of Mexico’s civil aviation authority, it had determined that Mexico was not in compliance with international safety standards set by the International Civil Aviation Organization (“ICAO”), and, as a result, downgraded Mexico’s aviation safety rating from “Category 1” to “Category 2.”

Under FAA regulations, because of this downgrade, Mexican airlines were not permitted to expand or change their current operations between the United States and Mexico except under certain limited circumstances; code-sharing arrangements between Mexican and U.S. airlines were suspended; and operations by Mexican airlines flying to the United States were subject to greater FAA oversight. These additional regulatory requirements resulted in reduced service between our airports and the United States by Mexican airlines or, in some cases, an increase in that cost of service, which resulted in a decrease in demand for travel between our airports and the United States. Approximately 13.8% of the passengers that traveled through our airports traveled on flights to or from the United States operated by Mexican airlines in 2010.

The FAA restored Mexico’s Category 1 rating on December 1, 2010. The FAA, however, may downgrade Mexico’s air safety rating in the future. We cannot predict what impact such a downgrade would have on our passenger traffic or results of operations, or on the public perception of the safety of Mexican airports.

The principalmain domestic airlines operating at our airports have in the past refused to pay certain increases in our specific prices for aeronautical services and could refuse to pay additional increases in the future.

From 2000 to mid-2003, the principal domestic airlines operating at our 12 airports—Aeroméxico, Mexicana, Aeromar and Aeroméxico Connect—refused to pay certain increases in the specific prices we charge for aeronautical services. On August 31, 2003 (the date on which the balance reached its peak), the amount of invoiced fees subject to dispute was Ps. 47.0 million. As part of this dispute, these airlines brought proceedings challenging the privatization of the Mexican airport sector and the methodology for

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calculating the maximum rate system applicable under the privatization of all of the airport groups in Mexico.

On July 15, 2003, we entered into an agreement with the National Air Transportation Chamber of Commerce ( See “Item 4,Cámara Nacional de AerotransportesBusiness Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers) and the Ministry of Communications and Transportation pursuant to which we resolved existing disputes with our principal airline customers and established specific prices for aeronautical services applicable to those airlines for 2003 and 2004 and a methodology for retroactively applying those prices from 2000, since these airlines had refused to pay certain of our charges since that year. In March 2005, we entered into a renewal agreement with the National Air Transportation Chamber of Commerce for 2005 and 2006. The National Air Transportation Chamber of Commerce agreed to cause our principal airline customers to enter into (a) contracts governing charges for aeronautical services, (b) lease contracts for property used by the airlines and (c) contracts governing collection of passenger charges. As of December 31, 2005, these airlines had entered into agreements with us such that proceedings against us were either resolved or dismissed and no fees remained subject to further dispute. These agreements represented (a) virtually all of the relevant contracts governing the collection of passenger charges, (b) a substantial majority of the agreements for the leasing of space in our terminals and (c) a substantial majority of the contracts governing our aeronautical services, in each case in terms of the total number agreements to be entered into. In December 2006, we entered into a renewal agreement with the National Air Transportation Chamber of Commerce for 2007, 2008 and 2009, covering the same aspects as the prior agreement as well as incorporating an increase in passenger charges. This renewal agreement is more focused on the support and development of, and increased frequencies on, new routes..

BecauseAlthough these prior disputes were resolved by 2006, because only a few airlines contribute a majoritysubstantial portion of our revenues, our results of operations could be adversely impacted if any of these (or any of our other) airlines should the airlines refuse to make payment pursuantpayments in the future. Moreover, because of the current economic downturn, the airlines that generally operate at our airports may be more likely to the agreements described above, or should they refuse to payoppose increases in our charges for aeronautical services in future years, which could adversely impact our results of operations could be adversely impacted.operations.

The airlines at our airports may refuse to continue collecting passenger charges on our behalf or we may decide to collect passenger charges ourselves, which would result in increased costs for us.

We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers). Currently, we have entered into collection agreements with the airlines that operate at our airports to collect those passenger charges on our behalf. As a result, passenger charges are automatically included in the cost of a passenger’s ticket and we issue invoices for those charges to each airline. See “Item 4,Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.”

We and the airlines with which we have these collection agreements have the right to cancel them with prior notice to the other party. If we or one of our airline customers were to cancel a collection agreement, we would have to implement a collection system of our own to collect passenger charges from passengers directly. The installation and operation of such a collection system would result in additional costs for us, which would negatively impact our results of operations.

The operations of our airports may be disrupted due to the actions of third parties, which are beyond our control.

As is the case with most airports, the operation of our airports is largely dependent on the services of third parties, such as air traffic control authorities, airlines and airlines.ground transportation providers. We are also dependentdepend upon the Mexican government or entities of the government for provision of services, such as electricity, supply of fuel to aircraft, air traffic control and immigration and customs services for our international passengers. Additionally, the disruption or stoppage of taxi or bus services at one or more of our airports could also adversely affect our operations. We are not responsible for and cannot control the

services provided by these parties. Any disruption in, or adverse consequence resulting from, their services, including a work stoppage or other similar event, may have a material adverse effect on the operation of our airports and on our results of operations.

In addition, we are dependent on third-party providers of certain complementary services such as catering and baggage handling. If these service providers were to halt operations at any of our airports, we would be required to seek a new service provider or provide services ourselves, either of which would likely result in increased capital expenditures or costs and have an adverse impact on our cash generation and results of operations.

Actions by the former holders of land comprising Tijuana International Airport may limit our ability to expand the airport and may disrupt its operations.

A portion of the land comprising the Tijuana International Airport was expropriated by the Mexican government in 1970 pursuant to its power of eminent domain. Prior to its expropriation, the land had been held by a group of individuals through a system of communal ownership of rural land known as

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anejido. The formerejido participants have asserted indemnity claims against the Mexican government challenging the 1970 expropriation decree. Our Tijuana airport subsidiary is a party tohas been joined in the proceedings, but only as an interested third party. ADuring 2008, theejido received an unfavorable ruling, which it appealed, and subsequently, received a judgment in favorits favor. The current judgment calls for the restitution of 320 hectares of land, although the formerejido participantsprecise area affected has yet to be assessed. Depending on which particular area is to be restituted, this could affect the airport’s perimeter and could materially disrupt the airport’s current operations. The terms of our concession requireWe have contested this latest ruling in a second appeal and are awaiting the Mexican government to provide restitution to us for any loss of our usedecision of the land subject to our concessions.court. See “Item 8,Legal Proceedings – Ejido Participants at Tijuana Airport.”

Certain of the formerejido participants are currently occupying portions of the real property on which we operate Tijuana International Airport that are not currentlyat present essential to the airport’s operations. Although these persons are not currently interfering with the airport’s operations, their presence could limit our ability to expand the airport into the areas they currently occupy. In addition, there can be no assurance that the formerejido participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction.satisfaction, which may negatively impact our results of operations.

We may be liable for property tax claims asserted against us by certain municipalities.

We remain subject to ongoing real estate tax claims that have been asserted against us by the municipal authorities of Mexicali, Tijuana, Puerto Vallarta, Guadalajara, La Paz and Hermosillo for the payment of property taxes with respect to the property on which we operate our airports in those cities, and similar claims have been and may be asserted by other municipal authorities where we operate our airports. We believe that under the law, the Mexican government, as the owner of the property upon which we operate our airports, would currently be responsible for paying these taxes directly if a court were to determine that these taxes must be paid in response to any future proceedings. See “Item 8,Financial Information – Legal Proceedings – Property tax claims by certain municipalities” for a full discussion of these property tax proceedings.

In addition, on May 28, 2010, the State Legislature of Jalisco sent to the Mexican Congress a legislative initiative in which they requested that Congress consider changing the current Mexican Airport Law so that privately held airports operating on federal land would be subject to municipal taxes.

If the Mexican government changes the current laws or if we do not prevail in the aforementioned proceedings, these tax liabilities could have a material adverse effect on our financial condition and results of operations.

The actions of squatters on certain portions of the land on which our Guadalajara International Airport operates could disrupt operations and security at that airport.

The Mexican government owns the land on which the Guadalajara International Airport operates and has granted us the right to use that land for the purpose of operating the airport pursuant to our concession. Currently, there are squatters residing on or claiming rights to a portion of the property, at least one of whom has attempted to subdivide and sell off certain portions of the property. As owner of the property, the Mexican government must initiate any actions directed at removing these persons from the property. We are reviewing the actions these persons have taken and are cooperating with the Mexican government to ensure that the actions of these squatters do not adversely affect the operations of the Guadalajara International Airport. However, if the Mexican government or we are unable to successfully remove these persons from the property, their presence could have an adverse impact on our operations and security at the airport and could restrict our ability to expand our operations at the airport.

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High incidencesOur business could be adversely affected by the penalty imposed by the Mexican tax authority on some of crime in Mexico, and drug trafficking in particular, could adversely affect our business.airports.

A recent Travel Alert issued by the U.S. Department of State (Bureau of Consular Affairs) on April 14, 2008 provides information for U.S. citizens on security issuesThe Mexican tax authority (Servicio de Administración Tributaria, or “SAT”), in Mexico. According to such report, violent criminal activity fueled by a war between criminal organizations struggling for controlconnection with its review of the lucrative narcotics trade continues alongyear 2005, sent us official notices in 2008 and 2009 stating that, under its criteria, the U.S.-Mexico border. Although attacks are aimed primarily at members of drug trafficking organizations and Mexican police forces, foreign visitors and residents, including U.S. citizens, have been among the victims of homicides and kidnappings in the border region. Violence by criminal elements affects many partsfiscal amortization rate used for each of the country, both urbanAguascalientes, La Paz, Los Mochis, Morelia and rural, including border areas. Though there is no evidence that U.S. citizens are specifically targeted, Mexican and foreign bystanders have been injured or killedMexicali airports’ concession values was incorrect. We initiated legal proceedings in some violent attacks, demonstrating the heightened risk in public places. Higher incidences of crime throughout Mexico, and drug trafficking in particular, could have an adverse affectfederal tax court to challenge SAT’s findings, based on our business as it may decreasecontention that SAT did not take into consideration all the passenger traffic directedrelevant legal matters concerning the Company’s position on amortization. If the tax court determines that the airports are in violation, those airports would be required to Mexico from abroad. In addition, our operationsmodify their tax calculations since 2005, which could be affected to the extent that it is necessary for us to increase security surveillance and other measures in our airports to combat crime, including drug trafficking.

Natural disasters could adverselynegatively affect our business.net income.

From time to time, the Pacific and central regions of Mexico experience torrential rains and hurricanes (particularly during the months of July through September), as well as earthquakes. The most recent natural events that affected our airports were two hurricanes in August and September of 2003 that resulted in temporary closures and property damages at our Los Cabos International Airport and our La Paz International Airport. In addition, the Manzanillo International Airport experienced an earthquake in 2003, which caused significant damage to the airport and required the airport to be closed for several hours. Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. In 2006 and 2007, Los Cabos International Airport and La Paz International Airport were closed for several hours as a result of Hurricanes John, Lane and Henriette but experienced no significant damages. Any of these events could reduce our passenger traffic volume. The occurrence of natural disasters in the destinations we serve could adversely affect our business, results of operations, prospects and financial condition. We have insured the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but do not have insurance covering losses due to resulting business interruption. Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities would not exceed the pre-established limits on any of our insurance policies.

Risks Related to the Regulation of Our Business

We cannot predict how the regulations governing our business will be applied.

Many of the laws, regulations and instruments that regulate our business were adopted or became effective in 1999, and there is only a limited history that would allow us to predict the impact of these legal requirements on our future operations. In addition, although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our concessions, the Mexican Airport Law (Ley de Aeropuertos) and its regulations or other applicable law, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. We cannot assure you that we will not encounter difficulties in complying with these laws, regulations and instruments.

Moreover, when determining our maximum rates for the next five-year period (from 2010 to 2014), the Ministry of Communications and Transportations may be pressured significantly by different entities (such as, for example, the Mexican Competition Commission and the carriers operating at our airports) to try to impose rates that reduce our profitability. Therefore, there can be no assurance that the laws and regulations governing our business, including the rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations.

We provide a public service regulated by the Mexican government and our flexibility in managing our aeronautical activities is limited by the regulatory environment in which we operate.

Our aeronautical fees charged to airlines and passengers are regulated, like those of most airports in other countries. In 2005, 20062008, 2009 and 2007,2010, approximately 81.5%79.1%, 81.4%77.7% and 80.9%,67.6% respectively, of our total revenues were earned from aeronautical services, which are subject to price regulation under our maximum rates.rates (in 2010, 79.6% of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services). These regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse effect on our business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to our operations that affect our profitability are authorized (as in the case of our master development programs) or established (as in the case of our maximum rates) by the Ministry of Communications and Transportation for five-year terms. Except under limited circumstances, we generally do not have the unilateral ability to unilaterally change our obligations (such as the investment obligations under our master development programs or the obligation under our concessions to provide a public service) or increase our maximum rates applicable under those regulations should ourthe passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated.

We cannot predict how the regulations governing our business will be applied.

Many of the laws, regulations and instruments that regulate our business were adopted or became effective in 1999, and there is only a limited history that would allow us to predict the impact of these legal requirements on our future operations. In addition, although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our concessions, the Mexican Airport Law and its regulations or other applicable laws, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. We cannot provide assurance that we will not encounter difficulties in complying with these laws, regulations and instruments. Although our maximum rates through 2014 have been set, we cannot predict how our master development programs for the next five-year period from 2015 to 2019 will be determined. We also cannot provide assurance that other regulatory agencies or the Mexican legislature will not impose regulations adverse to our operations in the future or that the laws and regulations governing our business, including the master development programs and the maximum rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations.

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The price regulatory systemregulations pursuant to which the maximum rates applicable to our airports imposes maximum rates for each airport.

The price regulatory system doesaeronautical revenues are established do not guarantee that we or any of our consolidated results of operations, or that the results of operations of any airport,airports will be profitable.

The system of price regulationregulations applicable to our airports establishesaeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per work loadworkload unit (which is equal to one passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from services subject to price regulation. The maximum rates for our airports have been determined for each year through December 31, 2009.2014. For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4,Information on the Company—Company – Regulatory Framework—Framework – Aeronautical Services Regulation.Regulation.” Under the terms of our concessions, there is no guarantee that our consolidated results of operations or the results of operations of any airport will be profitable.

Our concessions provide that an airport’s maximum rates will be adjusted periodically for inflation.inflation (determined by reference to the Mexican Producer Price Index (Índice Nacional de Precios al Productor), excluding petroleum). Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances, including the amendment of certain provisions of the Mexican Airport Law,laws and regulations that structure and influence our business, our concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that certain events specified in our concessions have occurred. The circumstances under which we are entitled to an adjustment are described under “Item 4,Information on the Company—Company – Regulatory Framework—Framework – Aeronautical Services Regulation—Regulation – Special Adjustments to Maximum Rates.Rates.ThereTherefore, there can be no assurance that any such request would be made or granted.

Our results of operations may be adversely affected by required efficiency adjustments to our maximum rates.

In addition, our maximum rates are subject to annual efficiency adjustments, which have the effect of reducing the maximum rates for each year to reflect projected efficiency improvements. For the five-year term ending December 31, 2009,2014, an annual efficiency adjustment factor of 0.75%70 basis points was established by the Ministry of Communications and Transportation. Future annual efficiency adjustments will be determined by the Ministry of Communications and Transportation in connection with the setting of each airport’s maximum rates every five years. For a description of these efficiency adjustments, see “Item 4,Information on the Company—Company – Regulatory Framework—Framework – Aeronautical Services Regulation—Regulation – Methodology for Determining Future Maximum Rates.Rates.” We cannot assure youprovide assurance that we will achieve efficiency improvements sufficient to allow us to maintain or increase our operating income as a result of the progressive decrease in each airport’s maximum rate.

The regulations pursuant to which the maximum rates applicable to our aeronautical revenues are established do not guarantee that we or any of our airports will be profitable.

The rate regulations applicable to our aeronautical services establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit (which is equal to one terminal passenger or 100 kilograms of cargo) that we may earn at that airport from services subject to price regulation. The maximum rates for our airports have been determined by the Ministry of Communications and Transportation for each year through December 31, 2009. Under the terms of our concessions, there is no guarantee that our consolidated results of operations or the results of operations of any airport will be profitable.

Our concessions provide that an airport’s maximum rates will be adjusted periodically for inflation (determined by reference to the Mexican Producer Price IndexÍndice Nacional de Precios al Productor excluding petroleum). Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances (see “Item 4, Information on the Company—Regulatory Framework—Aeronautical Services Regulation—Special Adjustments to Maximum Rates”), our concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that events specified in our concessions have occurred. Therefore, there can be no assurance that any such request would be granted.

If we exceed the maximum rate at any airport at the end of any year, we could be subject to sanctions.

Historically, we have set the prices we charge for regulatedaeronautical services at each airport in order to become as close as possible to ourthe authorized maximum rate for that airport in any given year. We expect to continue to pursue this pricing strategy in the future. For example, in 2005, 20062008, 2009 and 20072010 our revenues subject to maximum rate regulation represented 99.2%, 98.8%99.8% and 99.7%99.9% respectively, of the amount we were entitled to earn under the maximum rates for all of our airports. However, there can be no assurance that we will be able to establish prices in the future that allow us to collect virtually all of the revenues we are entitled to earn from services subject to price regulation.

The specific prices we charge for regulatedaeronautical services are determined based on our forecasts of various factors, including projections of passenger traffic volumes, the Mexican Producer Price Index excluding petroleum, and the value of the peso relative to the U.S. dollar. These variables are outside of our control. Our forecastsprojections could differ from the applicable actual data, and if these differences occur at the end of

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any year, they could cause us to exceed the maximum rate at any one or more of our airports during that year.

If we exceed the maximum rate at any airport at the end of any year, the Ministry of Communications and Transportation may assess a fine and may reduce the maximum rate at that airport in the subsequent year. The imposition of sanctions for violations of certain terms of a concession, including for exceeding an airport’s maximum rate, can result in termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times for the same cause. In the event that any one of our concessions is terminated, our other concessions may also be terminated.

In prior years, in order to ensure our compliance with the maximum rate at a particular airport when the possibility of exceeding that maximum rate has arisen, we have taken actions in the latter part of the year, such as reducing our specific prices and offering discounts or rebates.discounts. We can offer no assurance that, should external factors cause us to risk exceeding our maximum rates close to or at the end of any given year, we will have sufficient time to take the actions described above in order to avoid exceeding our maximum rates prior to year-end.

The Mexican government may terminate or reacquire our concessions under various circumstances, some of which are beyond our control.

Our concessions are our principal assets, and we arewould be unable to continue our operations without them. A concession may be terminatedrevoked by the Mexican government for certain prescribed reasons, including failure to comply with our master development programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from our operations, exceeding our maximum rates or failure to comply with any other material term of our concessions. Violations of certain terms of a concession (including violations for exceeding the applicable

maximum rate) can result in terminationrevocation of a concession only if sanctions have been imposed for violationviolations of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. Our concessions may also be terminated upon our bankruptcy or insolvency.

We would face similar sanctions for violations of the Mexican Airport Law or the regulations thereunder. Under applicable Mexican law and the terms of our concessions, our concessions may also be made subject to additional conditions, including under our renewed master development programs, which we may be unable to meet. Failure to meet these conditions may also result in fines, other sanctions and the termination of the concessions.

The Mexican government may also terminaterevoke one or more of our concessions at any time through reversion, (rescate), if, in accordance with applicable Mexican law, it determines that it is in the public interest to do so. The Mexican government may also assume the operation of any airport (through a process known as arequisa) in the event of war, public disturbance or a threat to national security. In addition, in the case of aforce majeure event, the Mexican government may require us to implement certain changes in our operations. In the event of a reversion of the public domain assets that are the subject of our concessions, the Mexican government under Mexican law is required to compensate us for the value of the concessions or added costs based on the results of an audit performed by appraisers. In the eventcase of a mandated change in our operations, the Mexican government is required to compensate us for the cost of that change. Similarly, in the event of an assumption of our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages. There can be no assurance that we willwould receive compensation equivalent to the value of our investment in, or any additional damages related to our concessions and related assets in the event of such action.

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In the event that any one of our airports’ concessions is terminated, whether through revocation or otherwise, our other concessions may also be terminated. Thus, the loss of any concession would have a material adverse effect on our business and results of operations.

The Mexican government could grant new concessions that compete with our airports.

The Mexican government could grant additional concessions to operate existing government-managed airports, or authorize the construction of new airports or allow existing privately held domestic airports to change into international airports and permit them to receive regular domestic and international flights, all of which could lead to increased competition for our airports.

One factor that may significantly increase competition from other airports is the expansion of the permits of existing private airports that are currently not permitted to operate regular commercial routes. Under Mexican law, any privately held airport that has operated with a permit to give public service for at least five years automatically acquires the right to also operate regularly scheduled commercial flights and to receive a concession to operate as a public service airport. In addition, through an amendment proposed by the Ministry of Communications and Transportation and confirmed by the Presidency, an airport operating with a permit to provide public service could become an international airport. For example, the owner of a small private airport near Cabo San Lucas received a permit to offer public service in March 2008 from the Ministry of Communications and Transportation. On November 4, 2009, in response to a petition to the Ministry of Communications and Transportation, this airport was authorized to operate regular commercial routes for domestic and international flights. Accordingly, this airport could eventually begin operating commercial flights, domestic or international, and compete directly with our airports. Los Cabos International Airport.

Any competition from other such airports could have a material adverse effect on our business and results of operations. Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process. In the event that a competing concession is offered in a public bidding process, we cannot assure youprovide assurance that we would participate in such process, or that we would be successful if we didwere to participate. Please see “Item 4,Information on the Company – Regulatory Framework – Penalties and Termination and Revocation of Concessions and Concession Assets – Grants of New Concessions” below.

The Ministry of Communications and Transportation could require us to monitor certain aircraft movements at our airports that we do not currently control, which could result in increased costs.

The Mexican Air Traffic Control Authority (Servicios a la Navegación en el Espacio Aéreo Mexicano) currently requires us to manage and control aircraft movements in and out of our arrival and departure gates and remote boarding locations directly at our Puerto Vallarta International Airport and our Guadalajara International Airport. At our other airports, these aircraft movements are monitored directly by the Mexican Air Traffic Control Authority. Should the Mexican Air Traffic Control Authority require us to control these aircraft movements directly at any or all of our other ten airports in the future, our results of operations could be negatively impacted by increased operating insurance and liability costs resulting from taking on these obligations.

Risks Related to Our Controlling StockholderShareholder

AMP controls our management, and AMP’s interests may differ from those of other stockholders.shareholders.

AMP holds Series BB shares currently representing 15% of our outstanding capital stock. The interests of AMP may differ from those of our other shareholders and be contrary to the preferences and expectations of our other shareholders, and we can offer no assurance that AMP and the officers appointed by AMP will exercise their rights in ways that favor the interests of our other shareholders.

Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right (upon consultation with our Nominations and Compensation Committee) to appoint and remove our top-level executive officers, to

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elect four members of our board of directors and their alternates and to designate three of the members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members)., except for the Audit Committee whose members are selected according to Mexican and U.S. independence standards. AMP (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring the approval of our stockholdersshareholders (including the payment of dividends, the amendment of our bylaws and any decision that has the objective to modify or annul its right to appoint our top-level executive officers)., these rights are not conditioned on whether or not the technical assistance agreement and the participation agreement remain in force. Pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, it would lose its veto rights (but not other special rights). If at any time after August 25, 2014 AMP were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights. In addition, stockholdersShareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the stockholders’shareholders’ meeting of AMP and ultimately at our stockholders’shareholders’ meetings.

Recent disputes among AMP’s shareholders prevented voting on certain resolutions at our April 27, 2010 shareholders’ meetings, and eventually led to the suspension of trading of our shares on the Mexican Stock Exchange and NYSE from June 2, 2010 until June 14, 2010. The dispute among AMP’s shareholders has continued to affect our shareholders’ meetings as certain of the shareholders of AMP argue that our board of directors is improperly constituted and consequently that the meetings are invalid. Additionally, AMP’s shareholders have commenced litigation among each other and in some instances against the Company that could adversely affect or disrupt our operations. See “Item 7,Major Shareholders and Related Party Transactions — Major Shareholders” and “Item 8 — Legal Proceedings—Litigation related to the dispute among our shareholders.” We cannot predict the consequences that could result from these conflicts or from any similar conflicts in the future. It is also not possible to predict if the disputes among AMP’s shareholders will result in deadlock at our shareholders’ meetings, or will distract our management or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that said conflicts could have on our business or results of operations. In addition, on April 25, 2011, we received a formal notice from theComisión Nacional Bancaria y de Valores (National Banking and Securities Commission) in which it initiated a proceeding against us for alleged violations of Mexican disclosure statutes primarily in connection with the disputes among AMP’s shareholders during 2010 (See “Item 8 — Legal Proceedings—Infractions of the Mexican Securities Law alleged by the Comisión Nacional Bancaria y de Valores”).

AMP’s veto, appointment and other rights could adversely impact our operations and constitute an obstacle for us to bring in a new strategic stockholdershareholder and/or operator. Through the right to appoint and remove members of our senior management, AMP directs the actions of our management in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. The interests of AMP may differ from those of our other stockholdersshareholders and be contrary to the preferences and expectations of our other stockholdersshareholders, and we can offer no assurance that AMP and the officers appointed by AMP will exercise their rights in ways that favor the interests of our other stockholders.shareholders.

Grupo México, S.A.B. de C.V. (“Grupo Mexico”) has stated in filings with the Securities and Exchange Commission that it holds, directly and indirectly, as of April 8, 2011, approximately 20% of our total outstanding capital stock. Grupo Mexico has commenced a legal proceeding seeking to modify our bylaws in a way that, if successful, could affect AMP’s special controlling rights described above, and as a consequence could materially affect our operations in a manner that we cannot predict. See “Item 9,Legal Proceedings – Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws”.

On June 7, 2011, an individual shareholder who represents 0.0002% of our capital stock filed a lawsuit before the eleventh district civil matters judge in order to declare null our participation agreement and its annexes. The participation agreement and its annexes, as discussed above, were signed in 1999, in connection with the privatization of this airport group, by the Mexican government via the Ministry of Transportation and Communications, Nacional Financiera S.N.C. (“NAFIN”), a Mexican government-owned entity, Banco Nacional de Comercio Exterior, S.N.C. (National Exterior Commerce Bank or “BANCOMEXT”), Aeropuertos y Servicios Auxiliares (Mexican Airport and Auxiliary Services Agency or “ASA”), GAP and its subsidiaries and AMP. Also named as codefendants in this lawsuit were the shareholders of AMP, the shareholders of CMA, as well as, Laura Diez Barroso Azcárraga, Eduardo Sanchez Navarro Redo and Carlos Laviada Ocejo, as individuals.

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If AMP should decide to sell all or a portion of its interest in us, our operations could be adversely affected.

AMP currently exercises a substantial influence over our management, as described above. Our bylaws and certain of the agreements executed in connection with the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since that date, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in any year up to 20% of its remaining 51% interest in our Series BB shares. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Should AMP divest its interest in us or cease to hold Series BB shares, our management could change significantly and our operations could be adversely affected as a result. The termination of the technical assistance agreement with AMP may also adversely affect or disrupt our operations. See “Item 4,Information on the Company – History and Development of the Company – Investment by AMP.”

Official inquiries relating to certain requirements of the privatization guidelines and the participation agreement relating to our privatization could have a material adverse effect on our operations or the value of our securities.

In 1999, as part of the first stage in the process of opening Mexico’s airports to private investment, the Mexican government sold a 15% equity interest in us to AMP pursuant to a public bidding process.

Pursuant to the guidelines published by the Mexican government during the first phase of our privatization and the participation agreement setting forth the rights and obligations of each of the parties involved in our privatization, AMP assumed certain rights and obligations.

In 2004 and 2005, various reports in the Mexican press alleged that AMP did not comply with certain of its obligations under the privatization guidelines and the participation agreement, specifically the requirements related withto the nationality of AMP’s Mexican partner. In June 2005, the Permanent Commission of the Mexican Federal Congress (Comisión Permanente del Congreso Federal) requested that the Ministry of Communications and Transportation and other agencies of the federal government investigate these allegations and report on our share ownership structure and certain related matters.

In January 2006, the previous Mexican partner sold its 25.5% interest in AMP to Controladora Mexicana de Aeropuertos, S.A. de C.V., or Controladora Mexicana, a Mexican joint venture company 50% owned by Pal Aeropuertos, S.A. de C.V., and 50% owned by Promotora Aeronáutica del Pacífico, S.A. de C.V. The Ministry of Communications and Transportation approved the sale to Controladora Mexicana, including its role as AMP’s Mexican partner pursuant to the privatization guidelines and the participation agreement relating to our privatization.

Although we believe AMP satisfies all their requirements under the privatization guidelines and the participation agreement, there can be no assurance that future allegations or official inquiries relating to AMP’s compliance with its obligations under those requirements will not take place. In the event of future inquiries or an official finding that AMP is or was not in compliance with the requirements of the privatization guidelines or the participation

agreement, AMP could be subject to fines and the technical assistance agreement between us and AMP could be terminated, which could have a material adverse effect on our operations. In addition, there can be no assurance that any such developments would not result in a material decrease in the market value of our shares or ADSs.

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Risks Related to Mexico

Our business is significantly dependent upon the volume of air passenger traffic in Mexico and negative economic developments in Mexico would adversely affect our business and results of operations.

Mexican domestic passengers in recent years have represented approximately two-thirds of the passenger traffic volume in our airports. In addition, all of our assets are located, and all of our operations are conducted, in Mexico. As a result, our business, financial condition and results of operations could be adversely affected by the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in Mexico, or by political, social and economic developments in Mexico.

Mexico has, particularly from 1982 to 1987, from December 1994 through 1995 and in 1998, experienced adverse economic conditions, including slow or negative economic growth and high levels of inflation. In addition, financial turmoil in Argentina, Brazil, Venezuela and elsewhere over the past decade had the effect of producing volatility in the international financial markets, which slowed Mexico’s economic growth.

If the Mexican economy falls into a recession or if inflation and interest rates increase significantly, our business, results of operations, prospects and financial condition could suffer material adverse consequences because, among other things, demand for transportation services may decrease. We cannot assure you that similar events will not occur, or that any recurrence of these or similar events would not adversely affect our business, results of operations, prospects and financial condition.

Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.

Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume that more than offset an increase in international passenger traffic volume. Recently, the peso has increased in value against the U.S. dollar, which could lead to a decrease in international passenger traffic, which may not be offset by any increase in domestic passenger traffic. Any future significant appreciation or depreciation of the peso could impact our aggregate passenger traffic volume, which could have a material adverse effect on our results of operations.

As of December 31, 2007, we had Ps. 578.6 million of indebtedness. Although we currently intend to fund the investments required by our business strategy and under our master development programs primarily through cash flow from operations, we signed an unsecured credit agreement with Banamex on August 31, 2007, to fund the capital expenditures that we anticipate undertaking in the period from September 2007 to December 2009 at our Los Cabos,

Puerto Vallarta, Hermosillo and Guanajuato international airports. However, depending on economic conditions and credit-market conditions in Mexico, we may incur dollar-denominated debt to finance investments we make in the future. In this case, a devaluation of the peso would increase the debt service cost of such dollar-denominated indebtedness and result in foreign exchange losses.

Fluctuations in the exchange rate between the peso and the U.S. dollar, particularly depreciations, also may also adversely affect the U.S. dollar equivalent of the peso price of the Series B shares on the Mexican Stock Exchange. As a result, such peso depreciations will likely affect the market price of the ADSs. Exchange rate fluctuations would also affect the ADS depositary’s ability to convert into U.S. dollars, and make timely payment of, any peso cash dividends and other distributions paid in respect of the Series B shares.

Political conditions in Mexico could materially and adversely affect Mexican economic policy or business conditions and, in turn, our operations.

The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Mexican governmental actions concerning the economy could have a significant impact on Mexican private sector entities in general, as well as on market conditions and prices and returns on Mexican securities, including our securities.

On July 2, 2006, Mexico held presidential and federal congressional elections, and Felipe Calderón Hinojosa, the candidate of thePartido Acción Nacional, or the PAN, won the presidency by a very narrow margin over Andrés Manuel López Obrador, presidential candidate of theAlianza por el Bien de Todos, or the ABT. According to the Federal Electoral Institute (Instituto Federal Electoral), Mexican congressional elections resulted in a divided Mexican Congress with the PAN representing the largest group but failing to obtain majority control. The ABT, as the leading opposition party in the presidential elections, contested the results of the presidential election, and Mr. López Obrador and other members of the ABT led a number of protests and civil disobedience actions. On September 6, 2006, the Federal Electoral Tribunal (Tribunal Electoral del Poder Judicial de la Federación) declared Mr. Calderón the definitive winner of the presidential election. Mr. Calderón assumed office on December 1, 2006, and his term as president will run until November 30, 2012. Support for the claims made by Mr. López Obrador has decreased since Mr. Calderón took office.

As a result of Mexican federal elections held on July 2, 2006, no political party has a number of legislators sufficient to control any of the chambers of the Mexican Congress. This situation will continue, at least, until the next election of federal representatives in 2009 and may hinder the adoption of any significant legal reforms that are needed in Mexico. We cannot assure you that Mexican political events, over which we have no control, will not have an adverse effect over our financial conditions, results of operations or the market price of our securities.

Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations.

All of our operations are conducted in Mexico and are dependent upon the performance of the Mexican economy. As a result, our business, financial condition or results of operations may be affected by the general condition of the Mexican economy, over which we have no control. In the past, Mexico has experienced economic crises, caused by internal and external factors, characterized by exchange rate instability (including large devaluations), high inflation, high domestic interest rates, economic contraction, a reduction of international capital flows, a reduction of liquidity in the banking sector and high unemployment rates. We cannot assumeassure that such conditions will not return or that such conditions will not have a material adverse effect on our business, financial condition or results of operations.

Mexico experiencedbegan to enter a period of slow growth from 2001 through 2003, primarily as a result of the downturnrecession in the U.S. economy. In 2001, Mexico’sfourth quarter of 2008, during which GDP declinedfell by 0.2%, while inflation reached 4.4%. In 2002, GDP grew by 0.8% and inflation reached 5.7%. In 2003, GDP grew by 1.4% and inflation was 4.0%. In 2004, GDP grew by 4.2%approximately 1.6% and inflation increased by 2.5%. According to 5.2%. In 2005,the Mexican National Statistical, Geographic and Information Institute (INEGI), GDP grewfell by approximately 2.8%an additional 6.5% and inflation decreasedincreased by an additional 3.6% in 2009. The Mexican economy has since rebounded, and gross domestic product in 2010 increased 4.6% compared to 3.3%. In 2006, GDP grew by approximately 4.8%2009.

While interest rates in Mexico have remained at historical lows, Mexico has had, and inflation reached 4.1%. In 2007, GDP grew by approximately 3.3% and inflation declined to 3.8%.

Mexico also has, and is expected to continue toin the future may have, high real and nominal interest rates. The annualized interest rates onfor Mexican Treasury Bills (Cetes), issued for 28-day Cetesperiod averaged approximately 11.3%7.7%, 7.1%5.4%, 6.2%, 6.8%, 9.2%, 7.2% and 7.2%4.4% for 2001, 2002, 2003, 2004, 2005, 20062008, 2009 and 2007,2010 respectively. As of June 10, 2011, the Interbank Equilibrium Interest Rate (Tasa de Interés Intercambiaria de Equilibrio; or “TIIE”) issued for 28-day period was 4.8%. To the extent that we incur peso-denominatedPeso-denominated debt in the future, it could be at high interest rates.

If the Mexican economy falls into a recession,does not continue to recover, if inflation or interest rates increase significantly or if the Mexican economy is otherwise adversely impacted, our business, financial condition or results of operations could be materially and adversely affected.

We may be liable for property tax claims asserted against us by certain municipalities.Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and financial condition.

Claims have been asserted against us by the municipalities of Mexicali and Tijuana, for the payment of property taxes with respect to the real property on which we operate our airports in those cities, and similar claims may be asserted by other municipalities where we operate our airports. The total amountAny future significant appreciation or depreciation of the property tax claims outstanding in each of Mexicali and Tijuana are Ps. 89.0 million and Ps. 146.4 million, respectively, although either of these amountspeso could increase if the underlying claims are not resolved inimpact our favor as a result of penalty and interest surcharges. In the case of Aguascalientes, we received a memorandum from the Aguascalientes Ministry of Finance stating that the Aguascalientes International Airport is exempt from property taxes. We continue to defend the claim in order to obtain a definitive judicial resolution,aggregate passenger traffic volume, which we expect will be in our favor. We are also seeking dismissal of remaining claims pending in Mexicali and Tijuana.

In Tijuana, the court had ordered the temporary encumbrance of certain of our assets, including our concession to operate the Tijuana International Airport, pending our deposit of a

bond with the court as provisional security, in accordance with Mexican judicial procedures, pending the final resolution of the underlying claims. Although the encumbered assets did not affect the operation of the airport, on February 9, 2006, an irrevocable standby letter of credit was issued by a financial institution on behalf of the Tijuana airport for Ps. 141.8 million in order to release the encumbrance. This amount differs from the original amount of the tax claim because it was an estimate intended to guarantee payment of both the tax and penalties for late payment. On March 25, 2008, the Tijuana airport received an initial ruling declaring null and void the payment required by municipal authority. A court has also ordered the temporary encumbrance of a portion of the revenues from the parking garage that we operate at the Mexicali International Airport to guarantee the property-tax claims of the Mexicali municipal government. The cumulative amount of such encumbrances is Ps. 5.4 million (nominal pesos). During 2006 we obtained a favorable ruling in the first instance upon a judicial annulment it filed, however, the municipality appealed this decision, and the case is still pending resolution. In the event of a definitive decision in our favor in the annulment proceeding that we have initiated with respect to the Mexicali claim, we expect to recover our encumbered revenues in full.

We believe that the Mexican government, as the owner of the real property upon which we operate our airports, would be responsible for paying these taxes directly if a court were to determine that these taxes must be paid in response to any future proceedings, for which reason we do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations. Nonetheless, the Mexican government has indicated publicly that it may propose an amendment to the Mexican Constitution and other laws pursuant to which we could be liable to municipalities for property taxes in the future. If such changes were to occur, and any amounts owed were substantial, these tax liabilities could have a material adverse effect on our results of operations. Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume that more than offset an increase in international passenger traffic volume. In 2008, the peso decreased substantially in value against the U.S. dollar, and while the peso has been gaining value against the dollar, it is possible that another substantial decrease in value could occur, which could (notwithstanding other factors) lead to a decrease in domestic passenger traffic that may not be offset by any increase in international passenger traffic. Any future significant appreciation of the peso could impact our aggregate passenger volume by increasing the cost of travel for international passengers. Depreciation of the peso could impact our aggregate passenger traffic volume by increasing the cost of travel for domestic passengers.

Although all of our current indebtedness is denominated in pesos, depending on economic and credit market conditions in Mexico, we may incur dollar-denominated debt to finance investments we make in the future. Under this scenario, a devaluation of the peso would increase the debt service cost of such dollar-denominated indebtedness and result in foreign exchange losses.

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In addition, fluctuations in the exchange rate between the peso and the U.S. dollar, particularly depreciations, may adversely affect the U.S. dollar equivalent of the peso price of the Series B shares on the Mexican Stock Exchange. As a result, such peso depreciations will likely affect the market price of the ADSs. Exchange rate fluctuations would also affect the ADS depositary’s ability to convert into U.S. dollars, and make timely payment of, any peso cash dividends and other distributions paid in respect of the Series B shares.

The value and prices of securities issued by Mexican companies may be adversely affected by developments in other countries.

The Mexican economy may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in other countries may differ significantly from economic conditions in Mexico, investors’ reactions to adverse developments in other countries may have an adverse effect on the market value of securities of Mexican issuers. For instance, the credit freeze and global recession that began in 2007 and continued into 2009 had a significant impact in Mexico. Mexico’s stock market fell 48% during that period. More recently, the second round of quantitative easing by the United States Federal Reserve which began in November 2010 produced a significant increase in Mexico’s stock market and in the price of commodities during the fourth quarter of 2010 and the first quarter of 2011.

In addition, economic conditions in Mexico are strongly correlated with economic conditions in the United States as a result of NAFTA and increased economic activity between the two countries. Therefore, adverse economic conditions in the United States, the termination of NAFTA or other related events could have a material adverse effect on the Mexican economy. We cannot provide assurance that events in other emerging market countries, in the United States or elsewhere will not materially adversely affect our business, financial condition or results of operations.

Political conditions in Mexico could materially and adversely affect Mexican economic policy or business conditions and, in turn, our operations.

The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Mexican governmental actions concerning the economy could have a significant impact on Mexican private sector entities in general, as well as on market conditions and prices and returns on Mexican securities, including our securities.

National elections held on July 2, 2000 ended 71 years of rule by the Institutional Revolutionary Party (PRI) with the election of President Vicente Fox Quesada, a member of the National Action Party (PAN) and resulted in the increased representation of opposition parties in the Mexican Congress and in mayoral and gubernatorial positions. On July 2, 2006, Felipe Calderon Hinojosa, also of the PAN, was elected to succeed him. While no single party currently has a majority in the Congress or Senate, the Congressional elections in July 2009 resulted in the PRI more than doubling its presence in the lower chamber of Mexico’s Congress, winning 237 of the 500 seats. In 2011, six gubernatorial elections are set to occur; these will set the stage for the July 1, 2012 presidential and legislative elections.

This shift in political power has transformed Mexico from a one-party state to a pluralist democracy. The lack of a majority party in the legislature and the current lack of alignment between the legislature and the President could result in instability or deadlock and could result in economic or political conditions that could materially and adversely affect our operations.

We cannot provide assurance that Mexican political events, over which we have no control, will not have an adverse effect on our financial conditions, results of operations or the market price of our securities.

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High incidences of crime in Mexico, and drug trafficking in particular, could adversely affect our business.

Travel alerts issued by the U.S. Department of State (Bureau of Consular Affairs), the most recent as of April 22, 2011 (the “Travel Warnings”), reported increasing violence as a result of gunfights involving the Mexican army, police and drug cartels in many towns and cities across Mexico but mostly occurring in certain cities in northern Mexico, including Ciudad Juárez, Tijuana, Chihuahua City, Nogales, Matamoros, Reynosa and Monterrey. According to the Travel Warnings, while millions of U.S. citizens safely visit Mexico each year, some are victims of violence.

According to the Travel Warnings, a number of states along the border and south-western Mexico continue to experience a rapid growth in many types of crimes. Robberies, homicides, petty thefts, and carjackings have all increased over the last year across Mexico, with notable spikes in Chihuahua, Sinaloa, and northern Baja California.

Higher incidences of crime throughout Mexico, and drug trafficking related violence in particular, could have an adverse affect on our business as it may decrease the international passenger traffic directed to Mexico from abroad.

Natural disasters could adversely affect our business.

From time to time, the Pacific and Central regions of Mexico experience torrential rains and hurricanes (particularly during the months of July through September), as well as earthquakes. Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. For example, in December 2009 and April 2010, our Tijuana and Mexicali airports suffered the effects of an earthquake but experienced only minor damage. Any of these events could reduce our passenger traffic volume. The occurrence of natural disasters in the destinations we serve could adversely affect our business, results of operations, prospects and financial condition. We have insured the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but do not have insurance covering losses due to resulting business interruption. Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will not exceed the pre-established limits on any of our insurance policies.

Increased environmental regulation and enforcement in Mexico may affect us.

The level of environmental regulation in Mexico is increasing and the enforcement of environmental laws has become more common. There can be no assurance that environmental regulations or their enforcement will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition.

Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse impact on our results of operations.

The Mexican government has in recent years implemented various changes to the tax laws applicable to Mexican companies, including us. The terms of our concessions do not exempt us from any changes to the Mexican tax laws. Should the Mexican government implement changes to the tax laws that result in our having significantly higher tax liability, we would be required to pay the higher amounts due pursuant to any such changes, which could have a material adverse impact on our results of operations. In addition, changes to the Mexican constitution or to any other Mexican laws could also have a material adverse impact on our results of operations.

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The Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil) is responsible for establishing the official operating schedules of our airports. Outside of our airports’ official hours of operation, we are permitted to double our airport charges for services that we provide. Currently, our airports at Guadalajara, Puerto Vallarta and Morelia have official operating schedules of 24 hours per day. The Mexican Bureau of Civil Aviation has issuedcan issue a decree extending the official operating schedule of one or more of our Morelia International Airport and our Los Cabos International Airportother airports to 24 hours per day. This decree deprivesday, which would deprive us of the ability to double our airport charges for off-hour services and,at airports for this reason, we have challenged thewhich such a decree in court, see “Item 8—

Legal Proceedings—Modification of the operating schedules of our Morelia International Airport and our Los Cabos International Airport” for a more detailed discussion of this matter.has been issued. There can be no assurance that upon issuance we will be successful in avoiding thisthe consequences of such a decree. In addition, there can be no assurance that other airports will not adopt similar decrees.

Minority stockholdersshareholders may be less able to enforce their rights against us, our directors, or our controlling stockholdersshareholders in Mexico.

Under Mexican law, the protections afforded to minority stockholdersshareholders are different from those afforded to minority stockholdersshareholders in the United States. For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the new Securities Market Law, it may be difficult for minority stockholdersshareholders to bring an action against directors for breach of this duty and achieve the same results as in most jurisdictions in the United States. Procedures for class action lawsuits do not exist under applicable Mexican law. Therefore, it may be more difficult for minority stockholdersshareholders to enforce their rights against us, our directors, or our controlling stockholdersshareholders than it would be for minority stockholdersshareholders of a U.S. company.

We are subject to different corporate disclosure and accounting standards than U.S. companies.

A principal objective of the securities laws of the United States, Mexico, and other countries is to promote full and fair disclosure of all material corporate information, including accounting information. However, there may be different or less publicly available information about foreign issuers of securities listed in the United StatesMexico than is regularly made available by public companies in countries with highly developed capital markets, including the United States.

In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. In particular, we prepare our consolidated financial statementsFinancial Statements are prepared in accordance with MFRS, which differ from U.S. GAAP in a number of respects. For example, we are required to incorporateItems on the effects of inflation directly in our accounting records and published consolidated financial statements for periods prior to January 1, 2008. While we are required to reconcile our net income and stockholders’ equity to those amounts thatof a company prepared in accordance with MFRS may not reflect its financial position or results of operations in the way they would be derived under U.S. GAAP in our annual consolidatedreflected, if such financial statements the effects of inflation accounting under MFRS are not eliminatedhad been prepared in such reconciliation in our annual consolidated financial statements that incorporate the effects of inflation. For this and other reasons, the presentation of MFRS consolidated financial statements and reported earnings may differ from that ofaccordance with U.S. companies in this and other important respects.GAAP. Please see Note 2427 to our audited consolidated financial statements and “Item 3, “—Key Information—Information – Selected Financial Data—Recent Changes Affecting Inflation Accounting.Data.

Risks Related to Global Economy

Developments in other countries may affect us.

The market value of securities of Mexican companies may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in these countries may differ significantly from economic conditions in Mexico, investors’

reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers. In past years, prices of both Mexican debt and equity securities have been adversely affected by a sharp drop in Asian securities markets and economic crises in Russia, Brazil, Argentina and Venezuela.

Our business could be adversely affected by a downturn in the U.S. economy.

In recent years, economic conditions in Mexico have become increasingly correlated to economic conditions in the United States. Therefore, adverse economic conditions in the United States could have a significant adverse effect on the Mexican economy. In 2007, 32.2% of the terminal passengers served by our airports arrived and departed, respectively, on international flights, primarily to the United States.

Our business is particularly influenced by trends in the United States relating to leisure travel, consumer spending and international tourism. Events and conditions negatively affecting the U.S. economy will likely have a material adverse effect on our business, results of operations, prospects and financial condition.

We cannot predict what effect any future terrorist attacks or threatened attacks on the United States or any retaliatory measures taken by the United States in response to these events may have on the U.S. economy or leisure travel trends. An economic downturn in the United States may negatively affect our results of operations and a prolonged economic crisis in the United States would likely have a material adverse effect on our results of operations.

FORWARD-LOOKING STATEMENTS

This Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our reports to the Securities and Exchange Commission (“SEC”) on Forms 20-F and 6-K, in our annual reports to stockholders, in offering circulars and prospectuses, in press releases and other written materials and in oral statements made by our officers, directors or employees to financial analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:

projections of operating revenues, net income (loss), net income (loss) per share, capital expenditures, dividends, capital structure or other financial items or ratios,

statements of our plans or objectives,

statements about our future economic performance or that of Mexico, and

statements of assumptions underlying such statements.

Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “should” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from the projections, plans, objectives, expectations, estimates and intentions expressed in forward-looking statements. These factors, some of which are discussed above under “Risk Factors,” include material changes in the performance or terms of our concessions, developments in legal proceedings, economic and political conditions and government policies in Mexico or elsewhere, inflation rates, exchange rates, regulatory developments, customer demand and competition. We caution you that the foregoing list of factors is not exclusive and that eventualities related to other risks and uncertainties may cause actual results to differ materially from those expressed in forward-looking statements.

Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in light of new information or future developments.

 

Item 4.Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment. We hold concessions to operate, maintain and develop 12 airports in the Pacific and central regions of Mexico. Each of our concessions has a term of 50 years beginning on November 1, 1998. The term of each of our concessions may be extended by the Ministry of Communications and Transportation under certain circumstances for up to 50 additional years. As operator of the 12 airports under our concessions, we charge airlines, passengers and other user’susers fees for the use of the airports’

facilities. We also derive rental and other income from commercial activities conducted at our airports, such as the leasing of space to restaurants and retailers. For a description of our capital expenditures, see Item 5 hereof.“—Master Development Programs” below.

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Grupo Aeroportuario del Pacífico, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico. The address of our registered office is as set forth on the cover of this annual report on Form 20-F. Our telephone number is (52) (33) 3880-1100. Our U.S. agent is Puglisi & Associates. Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Opening of Mexican Airports to Investment

In February 1998, the Mexican government issued the Investment Guidelines for the Opening of Investment in the Mexican Airport System. Under these guidelines, the Ministry of Communications and Transportation identified 35 of Mexico’s 58 principal airports as being suitable for investment. These 35 airports were divided into four groups: the Pacific GroupGrupo Aeroportuario del Pacífico, S.A.B. de C.V. (currently consisting of our 12 airports),Grupo Aeroportuario del Sureste, or the Southeast Group (currently consisting of nine airports),Grupo Aeroportuario de la Ciudad de México, D.F., or the Mexico City Group (currently consisting of one airport) andGrupo Aeroportuario del Centro-Norte, or the Central-North Group (currently consisting of 13 airports). The guidelines generally provided for the airport groups to become open to investment through a two-stage program. All of the groups except the Mexico City Group have completed both stages of the program.

In the first stage, a series of public bidding processes were conducted to award a minority interest in each airport group to a strategic stockholder.shareholder. In the second stage, all or a portion of the remaining interest in each airport group was sold through public offerings in the Mexican and international capital markets.

As a result of the opening of Mexico’s airports to investment, we and our subsidiaries are no longer subject to the Mexican regulations applicable to government wholly ownedwholly-owned companies. We believe that this provides us greater flexibility to develop and implement our business strategy and to respond to potential business opportunities.

Investment by AMP

In 1999, as part of the first stage in the process of opening Mexico’s airports to investment, the Mexican government sold a 15% equity interest in us to AMP, pursuant to a public bidding process.

The following are AMP’s current stockholders:shareholders:

 

AENA Desarrollo Internacional, S.A. (“AENA”), or AENA, owns 33.33% of AMP. AENA is a wholly ownedwholly-owned subsidiary of Aeropuertos Españoles y Navegación Aérea, a Spanish state-owned company that manages all airport operations in Spain. Aeropuertos Españoles y Navegación Aérea operates 47 airports in Spain handling approximately 193.2 million total passengers in Spain in 2006, making itand is one of the largest airport operators in the world. Pursuant to the privatization guidelines published by the Mexican government during the first phase of our privatization, requiring our strategic shareholder to have, among other qualifications, an operating partner and a Mexican partner, AENA is one of AMP’s two key partners, acting as its operating partner. In addition to its investment in AMP, AENA also directly manages four other airports in Latin America. In addition, AENA owns 10.0% of Airport Concessions and Development Limited, which owns a British airport company that operates thirteen airports in Europe, North America and Latin America through ownership, concession or management arrangements.

Mexican government during the first phase of our privatization, requiring our strategic stockholder to have, among other qualifications, an operating partner and a Mexican partner, AENA is one of AMP’s two key partners, acting as its operating partner. In addition to its investment in AMP, AENA also directly manages four other airports in Latin America. In addition, AENA owns 10.0% of Airport Concessions and Development Limited, which owns a British airport company that operates thirteen airports in Europe, North America and Latin America through ownership, concession or management arrangements.

 

Controladora Mexicana (“CMA”) owns 33.33% of AMP. Controladora Mexicana is a Mexican joint venture company 50% owned by Pal Aeropuertos, S.A. de C.V., and 50% owned by Promotora Aeronáutica del Pacífico, S.A. de C.V.; Pal Aeropuertos, S.A. de C.V. is a Mexican special purpose vehicle owned by Eduardo Sánchez Navarro Redo, an individual Mexican investor with substantial interests in Mexican real estate. Promotora Aeronáutica del Pacífico, S.A. de C.V. is a Mexican special purpose vehicle owned by Laura Diez Barroso Azcárraga and her husband, Carlos Laviada Ocejo. Mrs. Diez Barroso has extensive experience in the magazine publishing industry and currently serves on the boards of directors of Teléfonos de México, S.A. de C.V., Grupo Financiero Inbursa S.A. and Royal Caribbean Cruises Ltd. Mr. Laviada Ocejo, an individual Mexican investor with substantial interests in real estate development and automobile dealerships in Mexico City, currently serves on the board of directors of Toyota Mexico Dealers A.C. Pursuant to the privatization guidelines discussed above, Controladora Mexicana is AMP’s second key partner, acting as its Mexican partner.

 

Desarollo de Concesiones Aeroportuarias S.A., or DCA, a subsidiary of Abertis Infraestructuras, S.A. (“Abertis”), owns 33.33% of AMP. Abertis is a leading infrastructure manager in Europe; carrying out projects in the fields of motorways, telecommunications, airports, parking and logistics parks. Abertis operates in 17 countries on three continents. Abertis is listed on the Spanish stock exchange (Bolsa de Madrid) and forms part of the Ibex 35 index.28


is a Mexican special purpose vehicle owned by Eduardo Sánchez Navarro Redo, an individual Mexican investor with substantial interests in Mexican real estate; Promotora Aeronáutica del Pacífico, S.A. de C.V. is a Mexican special purpose vehicle owned by Laura Diez Barroso Azcárraga and her husband, Carlos Laviada Ocejo. Mrs. Diez Barroso has extensive experience in the magazine publishing industry and currently serves on the boards of directors of Teléfonos de México, S.A.B. de C.V., Grupo Financiero Inbursa, S.A.B. de C.V. and Royal Caribbean Cruises, Ltd.; Mr. Laviada Ocejo, an individual Mexican investor with substantial interests in real estate development and automobile dealerships in Mexico City, currently serves on the board of directors of Toyota Mexico Dealers, A.C. Pursuant to the privatization guidelines described above, Controladora Mexicana is AMP’s second key partner, acting as its Mexican partner.

Desarollo de Concesiones Aeroportuarias, S.A. (“DCA”), a subsidiary of Abertis Infraestructuras, S.A. (“Abertis”), owns 33.33% of AMP. Abertis is a leading infrastructure manager in Europe, carrying out projects in the fields of motorways, telecommunications, airports, parking and logistics parks. Abertis operates in 17 countries on three continents. Abertis is listed on the Spanish stock exchange (Bolsa de Madrid) and forms part of the Ibex 35 index.

In 1999, AMP paid the Mexican government a total of Ps. 2,453.4 million2.45 billion (nominal pesos, excluding interest) (U.S.$ 261 million based on the exchange rates in effect on the dates of payment)AMP’s bid) in exchange for:

 

Allall of our Series BB shares, representing 15% of our outstanding capital stock;

 

an option to subscribe for up to 5% of newly issued Series B shares (since expired)expired without being exercised); and

 

the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization, including AMP, a 15-year technical assistance agreement setting forth AMP’s right and obligation to provide technical assistance to us in exchange for an annual fee and a stockholders’shareholders’ agreement under terms established during the bidding process. These agreements are described in greater detail in Item 7 hereof.

Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee. In 2007,2010, this fee amounted to Ps. 125.9128.4 million. The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by AMP or its stockholdersshareholders during the term of the agreement. The agreement is scheduled to expire August 29, 2014, and terminates on the date of the expiration ofsame day the participation agreement.agreement expires. The agreement automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date. Under our bylaws, a decision by us not to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B stockholdersshareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). A party may terminate the technical assistance agreement prior to its expiration date upon non-compliance with its terms by the other party. AMP provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the master development programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

The technical assistance fee for 2000 and 2001 was fixed at U.S.$ 7.0 million (adjusted annually for U.S. inflation since August 25, 2000). Subsequent to

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Since January 1, 2002, the technical assistance fee has been equal to the greater of U.S.$ 4.0 million adjusted annually for U.S. inflation since August 25, 2000 (measured by the U.S. consumer price index)Consumer Price Index) or 5% of our annual consolidated income from operations (calculated prior to deducting the technical assistance fee and depreciation and amortization and in each case determined in accordance with MFRS). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings. AMP is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

The technical assistance agreement allows AMP, its stockholdersshareholders and their affiliates to render additional services to us only if our Acquisitions Committee determines that these related personsparties have submitted the most favorable bid in a public bidding process involving at least three unrelated parties. For a description of this Committee, see Item 6 herein.

Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right (upon consultation with our Nominations and Compensation Committee) to appoint and remove our top-level executive officers, to elect four members of our board of directors and their alternates and to designate three of the members of our Operating Committee and 20% of the members of each other board committee (or one member of any committee consisting of fewer than five members). According to Mexican and United States independence standards, the members of our Audit Committee must be independent. AMP (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our stockholdersshareholders (including the payment of dividends, the amendment of our bylaws and any decision that has the objective to modify or annul its right to appoint our top-level executive officers). Pursuant to our bylaws, if at any time AMP (as the holder of our Series BB shares) were to hold less than 7.65% of our capital stock in the form of Series BB shares, it would lose its veto rights (but not other special rights). If at any time after August 25, 2014 AMP were to hold less than 7.65% of our capital stock in the form of

Series BB shares, such shares would be mandatorily converted into Series B shares, which would cause AMP to lose all of its special rights. In addition, stockholdersshareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the stockholders’shareholders’ meeting of AMP and ultimately at our stockholders’shareholders’ meetings.

Our bylaws, the participation agreement and the technical assistance agreement also contain certain provisions designed to avoid conflicts of interest between AMP and us, such as approval of certain related-party transactions by designated committees.

Our bylaws and certain of the agreements executed in connection with the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since that date, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. AfterSince August 25, 2009, AMP may additionallyhas been permitted to sell in any year up to 20% of its remaining 51% interest in our Series BB shares. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer.

AMP Shares in Bancomext Trust

As required under the participation agreement entered into in connection with the Mexican government’s sale of our Series BB shares to AMP, AMP has transferred its Series BB shares to a trust, the trustee of which is Banco Nacional de Comercio Exterior, S.N.C., or Bancomext. For a description of this trust, see Item“Item 7, hereof.Major Shareholders and Related Party Transactions – Major Shareholders – AMP Trust, Bylaws and Stockholders’ Agreement.”

Pursuant to the terms of the trust, AMP may direct the trustee to vote only shares representing up to 10% of our capital stock. Any shares in excess of 10% are voted by the trustee in accordance with the

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vote of the majority of Series B shares. The trust does not affect the veto and other special rights granted to the holders of Series BB shares described above.

Global Offering and Establishment of ADR Facility with New York Stock Exchange Listing

In 1999, 85% of our capital stock was transferred from the Mexican government to a trust established in Nacional Financiera S.N.C. (“NAFIN”), or NAFIN, a Mexican government-owned entity. In February 2006, we conducted an initial public offering to allow NAFIN to dispose of its 85% interest in us. Through this offering, all of our outstanding Series B shares were sold to the public in Mexico, the United States and elsewhere, and NAFIN ceased to be a stockholder.shareholder. We received no proceeds from this offering. At the same time, we established an American Depositary Receipt facility with the Bank of New York Mellon (formerly the Bank of New York) and obtained approval to list our ADSs on the New York Stock Exchange. In addition, we registered our Series B shares with the National Securities Registry (Registro Nacional de Valores) and listed our Series B shares on the Mexican Stock Exchange.

Master Development Programs

Under the terms of our concessions, each of our subsidiary concession holders is required to present a master development program for approval by the Ministry of Communications and Transportation every five years. Each master development program includes investment commitments (including capital expenditures and improvements) applicable to us as concession holder for the succeeding five-year period. Once approved by the Ministry of Communications and Transportation, these commitments become binding obligations under the terms of our concessions.

In December 2009, the Ministry of Communications and Transportation approved our master development programs for each of our airports for the 2010 to 2014 period. This 5-year program took effect on January 1, 2010 and will be in effect through December 31, 2014.

The following table sets forth our historical capital expenditures, which reflect our actual expenditures (as compared to our committed investments, which are presented further below), by airport, for the years indicated. The substantial majority of these investments were made under the terms of our master development programs.

Historical Capital Expenditures by Airport

   Year ended December 31, 
   2008(1)   2009(1)   2010(1) 
   (thousands of pesos) 

Guadalajara

  Ps.160,491    Ps.112,905    Ps.226,622  

Tijuana

   38,512     70,814     138,429  

Puerto Vallarta

   26,723     35,718     144,709  

Los Cabos

   181,211     72,782     162,426  

Hermosillo

   22,271     57,904     49,682  

Guanajuato

   20,942     44,940     40,912  

La Paz

   10,215     27,036     24,562  

Morelia

   8,040     31,534     36,387  

Mexicali

   19,499     22,715     29,096  

Aguascalientes

   6,948     26,658     21,655  

Los Mochis

   13,120     17,924     15,604  

Manzanillo

   8,608     17,152     35,542  

Other

   5,394     4,032     9,887  
               

Total

  Ps.521,974    Ps.542,114    Ps.935,513  
               

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(1)As of December, 31, 2008, 2009 and 2010, the Company invested Ps. 223,530 thousand, Ps. 101,296 thousand and Ps. 227,373 thousand, respectively, in capital expenditures, which at those dates were unpaid. Therefore, the figures listed above do not reflect those investments.

The following table sets forth our historical capital expenditures by type of investment across all of our airports for the years indicated:

Historical Capital Expenditures by Type

   Year ended December 31, 
   2008(1)   2009(1)   2010(1) 
   (thousands of pesos) 

Terminals

  Ps.138,161    Ps.152,230    Ps.192,718  

Runways and aprons

   312,754     262,511     267,776  

Machinery and equipment

   39,470     85,148     394,657  

Other

   31,589     42,225     80,362  
               

Total

  Ps.521,974    Ps.542,114    Ps.935,513  
               

(1)As of December, 31, 2008, 2009 and 2010, the Company invested Ps. 223,530 thousand, Ps. 101,296 thousand and Ps. 227,373 thousand, respectively, in capital expenditures, which at those dates were unpaid. Therefore, the figures listed above do not reflect those investments.

During 2008, 2009 and 2010, 27.3%, 26.6% and 34.8% respectively, of our capital expenditures were funded by cash flows from operations, while the balance was funded with bank loans. We expect to continue funding the most significant portion of our capital expenditures in the future with new bank loans, however, our ability to incur debt may be restricted by our existing bank loans. See “Item 5,Operating and Financial Review and Prospects – Liquidity and Capital Resources.”

Our capital expenditures from 2008 through 2010 were allocated to the following types of investments at the majority of our airports:

Terminals.We remodeled many of the terminals at our airports by expanding departure areas (concourses and lounges), baggage claim areas and arrival areas, by improving lighting systems, adding office space, adding taxi and other ground transportation waiting areas, and by increasing handicap services and remodeling our restrooms.

Runways and aprons.We improved the lighting systems on our runways and access roads, expanded our aircraft parking areas, and made improvements and renovations to the fences on the outlying areas of our properties subject to our concessions.

Machinery and equipment.We invested in machinery and equipment such as fire extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment, ambulances, moving walkways, equipment for inspecting checked baggage and public information systems.

Other.We installed sewage treatment plants and systems at several of our airports, improved our drainage systems, and installed underground electric wiring systems at several of our airports.

The following tables set forth our estimated committed investments for each airport for 2010 through 2014 under our master development program. These amounts are based on investment commitments approved by the Ministry of Communications and Transportation and have been adjusted by

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us to take into consideration increases in petroleum and steel prices since the Ministry’s approval. We are required to comply with the investment obligations under these programs on a year-to-year basis.

Estimated Committed Investments by Airport (2010-2014)

   Year ended December 31, 
   2010   2011   2012   2013   2014 
   (thousands of pesos)(1) 

Guadalajara

  Ps.102,144    Ps.197,050    Ps.138,683    Ps.210,340    Ps.171,416  

Tijuana

   96,721     167,515     27,304     8,300     3,432  

Puerto Vallarta

   113,328     186,583     92,500     24,200     21,800  

Los Cabos

   151,232     342,352     192,200     38,010     30,800  

Hermosillo

   18,173     24,675     12,900     2,032     13,300  

Guanajuato

   13,311     35,464     37,687     6,495     3,000  

La Paz

   2,200     2,800     8,500     41,290     2,750  

Morelia

   14,106     10,270     13,468     2,758     634  

Mexicali

   7,700     6,900     7,295     10,684     1,680  

Aguascalientes

   6,329     4,846     1,450     7,144     550  

Los Mochis

   13,400     8,300     19,300     24,910     2,700  

Manzanillo

   15,260     2,700     10,930     35,186     1,669  
                         

Total

  Ps.553,904    Ps.989,455    Ps.562,217    Ps.411,349    Ps.253,731  
                         

(1)Figures expressed in constant pesos as of December 31, 2007 based on the Mexican Production, Merchandise and Construction Price Index (Índice Nacional de Precios a la Construcción, CP165 – Materiales, alquiler de maquinaria y remuneraciones), which is the index that the Ministry of Communications and Transportation confirmed applies in restating those values.

The following tables set forth our estimated committed investments for 2010 through 2014 by type of investment:

Estimated Committed Investments by Type (2010-2014)

   Year ended December 31, 
   2010   2011   2012   2013   2014 
   (thousands of pesos)(1) 

Terminals

  Ps.98,518    Ps.453,053    Ps.285,725    Ps.164,669    Ps.101,914  

Runways and aprons

   241,492     328,073     140,743     144,501     105,523  

Machinery and equipment

   117,655     83,700     62,630     38,902     33,225  

Other

   96,239     124,629     73,119     63,277     13,069  
                         

Total

  Ps.553,904    Ps.989,455    Ps.562,217    Ps.411,349    Ps.253,731  
                         

(1)Figures expressed in constant pesos as of December 31, 2007 based on the Mexican Production, Merchandise and Construction Price Index, which is the index that the Ministry of Communications and Transportation confirmed applies in restating those values.

In 2005, the Mexican government issued a policy letter (carta de política) calling for all checked baggage on all commercial flights to undergo a new comprehensive screening process. Because of uncertainty over the policy letter’s implementation, the new screening process has been delayed. In particular, the policy letter does not specify which parties should bear responsibility for the new screening process. Although the Mexican Airport Law expressly provides that airlines bear the responsibility for baggage screening, the fact that the policy letter is silent as to responsibility has caused some of our airline customers to contend that the policy letter’s intent is for airport concessionaires, such as us, to bear responsibility for the new screening process. In addition, certain questions have been raised regarding the constitutionality of the new screening process. The Mexican Bureau of Civil Aviation is expected to issue regulations implementing the policy letter, but these may not address the questions of responsibility and constitutionality that have been raised.

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The new process is expected to require the installation of new screening equipment and that baggage be checked manually if the equipment signals the potential presence of prohibited items. In December 2009, we signed a supply contract with Rapiscan Systems for the purchase and installation of new baggage screening equipment which is expected to be complete during 2011. To date, the installation has been completed in 6 of our 12 airports. Although we incurred significant capital expenditures installing this screening system, we believe that the operation of this equipment is the responsibility of our airline customers under the Mexican Airport Law. However, if it is determined that it is our responsibility to operate the screening systems, we would do so only after we reach a written agreement with our airline customers regarding the allocation of cost and responsibility. We also expect to incur ongoing expenses to maintain any equipment purchased, and we could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment.

Differences between estimated committed investments and historical capital expenditures for 2010 are due primarily to the baggage screening equipment. During 2010, we paid Ps. 243.3 million for this equipment using funds placed in a trust for this purpose in 2009. The remaining committed investments were contemplated by our master development programs for the 2005-2009 period.

We expect to fund the most significant portion of our capital investments in the short-term and long-term through bank loans. We allocated a majority of our investments for the 2010 – 2014 period to our four largest airports. In particular, investments have been, and will continue to be, dedicated to expanding and remodeling the Guadalajara, Puerto Vallarta, Tijuana and Los Cabos international terminals.

BUSINESS OVERVIEW

Our Operations

We hold concessions to operate 12 airports, which serve two major metropolitan areas (Guadalajara and Tijuana), several tourist destinations such as Puerto(Puerto Vallarta, Los Cabos, La Paz and Manzanillo,Manzanillo), and a number of mid-sized cities such as Hermosillo,(Hermosillo, Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis.Mochis). Our airports are located in nine of the 32 Mexican states, covering a territory of approximately 566,000 square kilometers, with a population of approximately 25.628.2 million according to the Mexican National Institute of Statistics (Instituto Nacional de Estadística, Geografía e Informática).INEGI. All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and maintain customs, refueling and immigration services managed by the Mexican government. All revenue amounts reported in this“Business Overview” section for 2010 include revenues from improvements to concession assets; however, in some cases we include discussion surrounding only aeronautical and non-aeronautical revenues or the sum of both. See the introduction to “Selected Financial Data” in Item 3 for a discussion of the reasons for using aeronautical and non-aeronautical revenues for certain comparisons. We specifically state when either aeronautical or non-aeronautical revenues are being used. Because these amounts are derived from our business operations, these figures may in some cases be more useful to you because those revenues stem from the key drivers of our business, passenger traffic and our maximum rates.

Our airports handled approximately 20.519.3 million and 23.620.2 million terminal passengers in 20062009 and 2007,2010, respectively, which we believe makes us the second largest private airport operator in the South-Central Americas. As of December 31, 2007,2010, five of our airports ranked among the top ten busiest airports in Mexico based on commercial aviation passenger traffic, according to data published by the Mexican Bureau of Civil Aviation.Airport and Auxiliary Services Agency. According to figures of the Mexican Bureau of Civil Aviation,Airport and Auxiliary Services Agency, our commercial aviation passenger traffic accounted for approximately 27.4%26.7% and 27.2%26.0% of all arriving and departing commercial aviation passengers in Mexico in 20062009 and 2007,2010, respectively. In 2007,2010, we

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recorded total revenues of Ps. 3,477.3 million4.37 billion, of which Ps. 3.72 billion corresponds to the sum of aeronautical and non-aeronautical revenues, and net income of Ps. 1,402.8 million.1.50 billion.

Our airports serve several major international routes, including Guadalajara-Los Angeles, which, in 2007,2010, ranked as the second busiest international route in Mexico by total number of passengers according to the Mexican Bureau of Civil Aviation. In addition, our airports serve major resort destinations such as Puerto Vallarta and Los Cabos, which are among the most popular destinations in Mexico visited by tourists from California.the United States. Our airports also serve major domestic routes, including Guadalajara-Mexico City, which was the country’s third busiest route in 2007, handling over 1.6 million total passengers,2010, according to the Mexican Bureau of Civil Aviation. Other top domestic routes in terms of total passenger traffic include Mexico City-Tijuana and Guadalajara-Tijuana and Mexico City-Tijuana which ranked fourth and fifth among the busiest domestic routes in Mexico in 2007,2010, according to the Mexican Bureau of Civil Aviation.

Mexico and the United States are party to a bilateral aviation agreement, which was last amended on December 12, 2005 (the amendment was published in the Mexican Federal GazetteDiario Oficial de la Federación on July 18, 2006). The most recent amendment increased, from two each to three each, the number of Mexican and U.S. carriers eligible to operate routes between fourteen cities in Mexico and any U.S. city. The amendment had immediate effect for twelve specified cities in Mexico, including the following cities in which we operate: Manzanillo, Puerto Vallarta and San José del Cabo (the site of our Los Cabos International Airport). The amendment took effect with respect to the cities of Monterrey and Guadalajara on October 27, 2007. We believe that our business has benefited from and will continue to benefit from the amendment to the bilateral aviation agreement.

In 2005, the Ministry of Communications and Transportation awarded domestic airline licenses to four new low-cost carriers, two of which (Avolar and Aerolíneas Mesoamericanas, or Alma) are based at our airports (Tijuana International Airport and Guadalajara International Airport, respectively). In 2006, one new low-cost carrier (VivaAerobus) received a license from the Ministry of Communications and Transportation. It began operations in November 2006. By the end of 2007, Volaris operated in eight of our 12 airports, Alma in six, Avolar and VivaAerobus in five, Click of Mexicana in four and Interjet in three airports.

Principal Mexican Airports by Passenger Traffic

 

Airport

  20072010 Commercial
Aviation
Passengers(1)

(in thousands)

Mexico City

  25,765.424,119.3

Cancún

  11,360.512,459.8

Guadalajara*

  7,332.56,953.9

Monterrey

  6,559.65,380.4

Tijuana*

  4,739.73,649.5

TolucaLos Cabos*

  3,300.22,745.5

Puerto Vallarta*

  3,139.12,735.5

Los Cabos*Toluca

  2,901.3

Hermosillo*

2,270.8
  1,338.1

Mérida

  1,274.31,146.9

Guanajuato*Hermosillo*

  1,274.11,138.3

 

*Indicates airports operated by us.
(1)Excluding general aviation passengers.

Source: Mexican Airport and Auxiliary Services Agency.Agency and company data.

Guadalajara and Tijuana are among Mexico’s most important manufacturing, industrial and commercial centers. Both cities have significant maquiladoraindustries. A maquiladoraplant is a manufacturing facility to which mostmostly raw materials are imported and from which finished products are exported, with the manufacturer paying tariffs only on the value added in Mexico.Maquiladoraplants were originally concentrated along the Mexico-U.S. border, but more recently have moved farther south in order to access lower labor costs and a larger and more diverse labor pool, and to take greater advantage of certain inputs available from Mexican suppliers. In 2007,2010, our Guadalajara International Airport and our Tijuana International Airport constituted Mexico’s third and fifth busiest airports, respectively, in terms of passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 20062009 and 2007,2010, our Guadalajara International Airport and our Tijuana International Airport together represented approximately 49.3%

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51.1% and 51.2%52.4%, respectively, of our terminal passenger traffic and 45.9%47.1% and 47.2%, respectively,48.4% of our total revenues.revenues, respectively (in 2010, they represented 49.6% of the sum of aeronautical and non-aeronautical revenues).

Four of our airports, Puerto Vallarta International Airport, Los Cabos International Airport, La Paz International Airport and Manzanillo International Airport, serve popular Mexican tourist destinations. Of these tourist destinations, Puerto Vallarta and Los Cabos are

the largest, with Puerto Vallarta constituting Mexico’s fourththird largest international tourist destination and Los Cabos the sixth largestfourth in terms of visitors in 2006,2010, according to the Mexican National Institute of Migration (Instituto Nacional de Migraciónor “INM”). Puerto Vallarta attracted approximately 3.1 million terminal passengers in 2007, whileand Los Cabos attracted approximately 2.92.7 million terminal passengers each, in 2007.2010. In 2007,2010, our Puerto Vallarta International Airport and our Los Cabos International Airport together represented 25.6%27.1% of our terminal passengers and 31.2%32.5% of our total revenues.revenues (33.8% of the sum of aeronautical and non-aeronautical revenues).

Mexico wasis one of the 8th largestmain tourist destinationdestinations in the worldworld. Mexico has historically ranked in 2006the top ten countries worldwide in terms of foreign visitors, with 22.6 million international arriving tourists (21.4 million),in 2010, according to the World Tourism Organization.Mexican Ministry of Tourism. Within Latin America and the Caribbean, Mexico ranked first in 20062010 in terms of number of foreign visitorsinternational tourist arrivals and ranked second in income from tourism, according to the World Tourism Organization. The tourism industry is one of the largest generators of foreign exchange in the Mexican economy, contributing U.S.$ 12.2 billion in 2006, accordingeconomy. Within Mexico, the region bordering the Pacific Ocean (where several of our airports are located) is a principal tourist destination due to the World Tourism Organization.its beaches and cultural and archeological sites, which are served by numerous hotels and resorts.

The remaining six airports in our group serve mid-sized cities—Hermosillo, León, Morelia, Aguascalientes, Mexicali and Los Mochis—with diverse economic activities. These cities are industrial centers (Hermosillo, León, Aguascalientes and Mexicali) and/or serve as the hubs offor important agricultural regions (León, Morelia and Los Mochis). Of these six airports, Hermosillo has the greatest passenger traffic volume. In 2007,2010, Hermosillo accounted for approximately 5.7%5.6% of our terminal passenger traffic and 4.5%4.1% of our total revenues.revenues (4.3% of the sum of aeronautical and non-aeronautical revenues). In 2007,2010, our six airports serving mid-sized cities accounted for approximately 19.4%16.9% of our terminal passenger traffic and 17.8%14.7% of our total revenues and of the sum of our aeronautical and non-aeronautical revenues.

Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. In 2005, 20062008, 2009 and 2007,2010 aeronautical services revenues represented approximately 81.5%79.1%, 81.4%77.7% and 80.9%,67.6% respectively, of our total revenues.revenues (in 2010, aeronautical services represented 79.6% of the sum of aeronautical and non-aeronautical revenues). All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports.

Our revenues from aeronautical services are derived principally from the charges listed below. Aeronautical services revenues are principally dependent on the following factors: passenger traffic volume, the number of air traffic movements, the weight of the aircraft, the duration of an aircraft’s stay at the airport and the time of day the aircraft operates at the airport.

Passenger Charges

We earncollect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers). We do not collect passenger charges from arriving

36


passengers. Passenger charges are automatically included in the cost of a passenger’s ticket, and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

PursuantBefore the opening of Mexico’s airports to our agreementprivate investment, all airports in Mexico had entered into agreements with our principal airline customers signednational and foreign airlines under which the airlines were obligated to collect all passenger charges on behalf of the airports in exchange for being given a period of time in which to reimburse those passenger charges to the airports. The length of the reimbursement period was tied to the interest rate on short-term Mexican Treasury Bills, or “Cetes”, in order to allow airlines to accumulate interest that would compensate them for the costs they incurred in collecting those passenger charges.

In 2003 and renewed in March 2005, our principal airline customers were requiredwe renegotiated these agreements and set payment periods of 26 to pay us no later than

152 days after our invoice delivery date. In 2006During 2008 and 2007,2009 (through October 31, 2009), on a weighted average, basis, we generally have received payment within 8475 to 9386 days and 7879 to 88136 days, respectively. The actualpassenger charges collection agreement that was in effect through October 31, 2009 maintained a term for payment is dependent uponwhich depended on the interest rates on short-term Mexican treasury bills, ortheCetes, with longer payment periods during periods of lower interest rates (within a defined range).

During 2009, however, we again renegotiated our passenger charges collection agreements with all of our airline customers. By November 2009 we had reached agreements with all of our airline customers. Under the new agreements, airlines requesting payment period extensions are obligated to: i) reimburse passenger charges collected on behalf of our airports during a period no greater than 60 days (depending on each airline) after the “operational average date” (no longer than the invoice date) for such charges; and ii) provide cash, bonds, standby letters of credit or other similar instruments as a guarantee for passenger charges in an amount equal to the highest passenger charges received by the airline on an airport by airport basis for the previous year during a period of time equal to the requested payment period plus 30 additional days. Each airline with a payment grace period is obligated to maintain the guarantee at an agreed upon level and if it does not do so, must reimburse the passenger charges on the day the applicable flight departs from our airports without any grace period. If the airline pays one of our airports on time, the airport is obligated to give the airline an allowance of 3% of the value of each invoice billed no later than 7 days after payment date. The airline can then apply this allowance to cover airport services, leases for ticket counters and back-office and passenger charges. During 2010, under the new agreement we received payments within a period no longer than 60 days.

In March 2005,December 2006 we entered into a renewalrenewed our agreement with the Air Transportation Chamber, that expired in December 2006. In December 2006 a new agreement was signed, pursuant to which, in March 2007, we increased domestic passenger charges by amounts ranging from 7.28%7.3% to 17.28%17.3% at all of our airports and increased international passenger charges by amounts ranging from 7.28%7.3% to 15.28%15.3% at all of our airports. TheIn February 2010, we signed a new agreement is set to cover an increasing percentage of totalthat allowed a 10.1% increase in the maximum passenger charges overrate for 2010 and an increase in the years 2007, 2008 and 2009 and has set prices for each aeronautical service over this three-year period, with increases only possible as a resultrest of our specific tariffs equal to the average of increases inof the Mexican Consumer Price Index (Índice Nacional de Precios al Consumidor)and the Mexican Producers Price Index Excluding Petroleum (Índice Nacional de Precios al Productor, excluyendo petróleo)excluding petroleum published by the Mexican Central Bank for 2010. In March 2011, we published our rate for passenger charges and specific tariffs for 2011, which increased by an average of 4.7% at all of our airports in accordance with the Mexican Consumer Price Index and the Mexican Producers Price Index excluding petroleum published by the Mexican Central Bank.

On December 30, 2009, the new maximum tariffs for our airports for the 2010 – 2014 five-year period were published in the Official Gazette of the Federation (Diario Oficial de la Federación). The combined maximum tariffs are expressed in workload units for each airport and were determined based on: i) projected workload units (expressed in cargo-work units, whereby each cargo-work unit is equivalent to one passenger, or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes), ii) the capital investments and iii) the operating expenses included in the master development program authorized for the 2010-2014 period. The maximum tariffs for the 2010-2014

It

37


period are expressed in pesos as of December 31, 2007 and will be adjusted by the level of inflation according to the Producers Price Index excluding petroleum and by the efficiency factor at the end of any given period. Since the inflation for each applicable year as measured in terms of the variation of the Producer Price Index excluding petroleum is important to note that, althoughnot known at the beginning of the application of the maximum tariffs negotiated with the DGAC, the adjustment for inflation is not included in the maximum rates as set at the beginning of each five-year period.

Although the Ministry of Communications and Transportation may in some cases authorize an increase in our maximum rates, we must negotiate with our principal airline customers the specific rates applicable to each aeronautical activity. As a result, we are not always able to increase prices up to the amount of maximum rates.

International passenger charges are currently dollar-denominated, but are invoiced and collected in pesos based on the average exchange rate during the month prior to the flight. Domestic passenger charges are peso-denominated. In 20062008, 2009 and 2007,2010, passenger charges represented approximately 80.0%82.5%, 82.4% and 83.2%,82.9% respectively, of our aeronautical services revenues and approximately, 65.1%65.3%, 64.0% and 67.3%56.1%, respectively, of our total revenues.revenues (in 2010, passenger charges represented 66.0% of the sum of aeronautical and non-aeronautical revenues). Passenger charges vary at each of our airports and are based on the destination of each flight. Because passenger charges for international flights are denominated in U.S. dollars, the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.

Aircraft Landing Charges

We collect landing charges from carriers for their use of our runways, illumination systems on the runways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client. In 20062008, 2009 and 2007,2010, aircraft landing charges represented approximately 6.1%5.3%, 5.5% and 4.8%5.2%, respectively, of our aeronautical revenues and 4.0 %4.2%, 4.2% and 3.9%3.5%, respectively, of our total revenues.revenues (in 2010, aircraft landing charges represented 4.1% of the sum of aeronautical and non-aeronautical revenues).

Aircraft Parking Boarding and Unloading Charges

We collect various charges from carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges based onfor aircraft that are loading and unloading passengers or cargo as well as for long-term aircraft parking that does not involve the time an aircraft is at

an airport’s gateloading or unloading of passengers or cargo. Aircraft parking position. Each of these charges variesthat involve loading and unloading passengers or cargo vary based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and the nationality of the airline or client. We collect aircraft parkingclient, while charges the entire time an aircraft is on our aprons.

Aircraft Long-Term Parking Charges

We collect charges from our carriers for the long-term use of facilities at our airports for aircraft long-term parking that does not involve the loading or unloading of passengers or cargo. These charges arevary based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and the nationality of the airline or client. Together with ourWe collect aircraft parking boardingcharges the entire time an aircraft is on our aprons. During 2008, 2009 and unloading charges described above, in 2006 and 2007,2010 these charges represented approximately 5.3%4.6%, 4.8% and 4.1%4.7%, respectively, of our aeronautical services revenues and 4.3%3.6%, 3.8% and 3.3%3.2%, respectively, of our total revenues.revenues (in 2010, aircraft parking charges represented 3.8% of the sum of aeronautical and non-aeronautical revenues).

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Passenger Walkway Charges

Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via mini-buses and other vehicles. Until March 2005, these charges were based on the amount of time each service was used, the number of these services used, the time of day the services were used, the origin and destination of the flight and the nationality of the airline or client. Since April 1, 2005, charges for use of passenger walkways continue to be assessed as described above, but charges for the transportation of customers between terminals and aircraft via mini-buses and other vehicles have been determined based on the number of trips taken between the terminal and the aircraft. Passenger walkways are only available at our Guadalajara, Tijuana, Puerto Vallarta and Guanajuato international airports. In each of 2006During 2008, 2009 and 2007,2010, these charges represented approximately 1.1%0.6%, 0.8% and 0.8%, respectively, for both years of our aeronautical services revenues and approximately 0.9%0.5%, 0.6% and 0.7%0.5%, respectively, of our total revenues.revenues (in 2010, charges for the use of passenger walkways represented 0.6% of the sum of aeronautical and non-aeronautical revenues).

Airport Security Charges

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. We provide airport security services at our airports directly. In each of 20062008, 2009 and 2007,2010, these charges represented approximately 1.4% in both years, 1.4% and 1.3%, respectively, of our aeronautical services revenues and approximately 1.1% in both years, 1.1% and 0.9%, respectively, of our total revenues.revenues (in 2010, security charges represented 1.0% of the sum of aeronautical and non-aeronautical revenues).

The Mexican Bureau of Civil Aviation, Mexico’s federal authority on aviation, and the OfficeMinistry of Public Security (Secretaría de Seguridad Pública) issue guidelines for airport security in Mexico. In response to the September 11, 2001 terrorist attacks in the United States, we took additional steps to increase security at our airports. At the request of the Federal Aviation

Authority of the United States, the Mexican Bureau of Civil Aviation issued directives in October 2001 establishing new rules and procedures to be adopted at our airports. Under these directives, these rules and procedures were implemented immediately and for an indefinite period of time.

To comply with these directives, we reinforced our security by:

 

Addingadding security personnel, some of which is contracted with third-party providers;

 

Updatingupdating and amending our emergency security and contingency plans and the responsibilities of security personnel relating thereto;

 

Establishingestablishing security supervision committees at each of our airports;

 

Increasingincreasing the sensitivity and technology of metal detectors and introducing new procedures for x-ray inspection of hand baggage and screening for explosives;

 

Increasingincreasing and improving the training of security personnel;

 

Coordinatingcoordinating security measures and emergency plans with operators of complementary and commercial services at our airports;

 

Implementingimplementing a higher-security employee identification system;

 

Hiringhiring third-party providers of security equipment installation services;

 

Establishingestablishing security review procedures at all of our airports; and

 

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Installinginstalling a closed-circuit television security monitoring system at our Guadalajara International Airport, Tijuana International Airport and Puerto Vallarta International Airport.Airport, with plans to install similar systems in the remaining airports.

Several of our airline customers have also contributed to the enhanced security at our airports as they have adopted new procedures and rules issued by the Mexican Bureau of Civil Aviation applicable to airlines. Some measures adopted by the airlines include adding more points for verification of passenger identification, inspecting baggage prior to check-in and reinforcing controls over access to airplanes by various service providers (such as baggage handlers and food service providers). In the future, we hope to reach a global agreement with the airlines regarding theour and their respective responsibilities of them and us for checked baggage screening and the allocation of the costcosts thereof.

Complementary Services

At each of our airports, we earn revenues from charging access and other fees to third-party providers of baggage handling services, catering services, aircraft maintenance and repair services and fuel services at our airports.services. These fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of its total revenues. In 20062008, 2009 and 2007,2010, revenues

from these complementary service fees represented approximately 1.9%1.7%, 1.6% and 1.7% of our aeronautical revenues services. services, respectively, and approximately 1.4%, 1.2% and 1.2%,respectively, of our total revenues (in 2010, revenues from complementary service fees represented 1.3% of the sum of aeronautical and non-aeronautical revenues).

We currently maintain contracts with 2322 companies that provide the majority of these complementary services at our 12 airports.

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there are no third parties providing such services. For example, SEAT, which is controlled by Aeroméxico and Mexicana (until August 2010) through a joint venture, currently provides the majority of the baggage handling services at our airports. If the third parties currently providing these services ceased to do so, we would be required to provide these services or find other third parties to provide such services.

The Mexican Airport and Auxiliary Services Agency (Aeropuertos y Servicios Auxiliares) maintains an exclusive contract to sell fuel at all of our airports and we charge the Mexican Airport and Auxiliary Services Agency a nominal access fee. The Mexican Airport and Auxiliary Services Agency in turn is required to purchase all of its fuel from Petróleos Mexicanos, or PEMEX.Pemex. In the event that the Mexican government privatizes fuel supply activities in the future, the terms of our concessions provide that it will do so through a competitive bidding process.

While we have been required to provide screening services for checked baggage since 2006, we have not provided any such services and therefore received no revenues for baggage screening in 2008, 2009 and 2010. In December 2009 we entered into a supply agreement with Rapiscan Systems in order to provide and install a system for the screening of all of checked baggage, and we are in the process of installing such equipment, with completion expected during 2011.

Leasing of Space to Airlines

In addition, we derive regulated revenues from leasing to airlines space in our airports that is necessary for their operations, such as ticket counters, monitors and back offices. In 20062008, 2009 and 2007,2010, leasing of space to airlines represented approximately 4.1%3.9%, 3.6% and 3.8%, respectively,3.3% of our aeronautical revenues services, revenuesrespectively, and approximately 3.4%3.1%, 2.8% and 3.1%2.2%, respectively, of our total revenues.revenues (in

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2010, revenues from leasing of space to airlines represented 2.6% of the sum of aeronautical and non-aeronautical revenues).

Cargo Handling

In 2007,2010, our 12 airports handled approximately 160,819160.5 thousand metric tons of cargo. Guadalajara International Airport represents the most significant portion of our cargo volume, accounting for approximately 77.3%81.4% of the cargo handled by our 12 airports in 2007.2010. Increases in our cargo volume are beneficial to us for purposes of maximum rate calculations, as cargo increases the number of our workload units.

Cargo-related revenues include revenues from the leasing of space in our airports to handling agents and shippers, landing fees for each arriving aircraft carrying cargo and a portion of the revenues derived from other complementary services for each workload unit of cargo. Cargo-related revenues are largely regulated and therefore subject to maximum rates applicable to regulated revenues sources.

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues, but we believe that Mexico has significant potential for growth in the volume of cargo transported by air. The Ministry of Communications and Transportation estimates that less than 0.2% of the cargo transported in Mexico in 2006 was transported by air, which we believe to be substantially lower than the comparable percentage in many other countries. A substantial portion of cargo originating in the United States and destined for Latin America is currently handled in the Miami and Los Angeles international airports, and we believe that a portion of this cargo could instead be routed more efficiently through our Guadalajara International Airport or our Tijuana International Airport.

Permanent Ground Transportation

We receive revenues from ground transportation vehicles and taxi companies who pay an access fee to operate on our airports’ premises. Our revenues from providers of ground transporttransportation services deemed “permanent” under applicable Mexican law, such as access fees charged to taxis, are subject to price regulation.

Non-aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services, although the contribution to the sum of our totalaeronautical and non-aeronautical revenues from non-aeronautical services has increased in recent years from approximately 15.0%18.6% in 20032006 to approximately 19.1%20.2% in 2007 (revenues from non-aeronautical services consisted of approximately 18.6% in 2006).2010. We estimate that this contribution will continue to increase because we continue to expand commercial spaces inside our terminals, and we are additionally beginning to focus on developing commercial spaces outside of our terminal buildings. Our revenues from non-aeronautical services are principally derived from commercial activities.

None of our revenues from non-aeronautical services are regulated under our maximum-rate price regulation system.

Revenues from Commercial Activities

Leading privatized airports typicallygenerally generate a significantan important portion of their revenues from commercial activities. An airport’s revenues from commercial activities are largely dependent on passenger traffic, its passengers’ level of spending, its terminal design, the mix of commercial tenants and howthe basis of fees are charged to businesses operating in the commercial area of the airport. Revenues from commercial activities also

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depend substantially on the percentage of traffic represented by international passengers, who tend to spend greater amounts at our airports, particularly on duty-free items. The contribution to our total revenues of our commercial activities has increased significantly, from approximately 15.0% in 2003 to approximately 19.1% in 2007.

We currently have the following types of commercial activities in each of our airports:

 

  

Parking facilitiesOn December 31, 2007, we operated the car parking facilities at all of our airports except Tijuana International Airport. Starting January 12, 2008, we began operating the Tijuana International Airport parking lot. Our main car parking facility isfacilities are at the Guadalajara International Airport and it isTijuana International Airport, which together represented 72.8% of our total revenues from car parking services in 2010, and represented more than 30% and 48%, respectively, of our non-aeronautical revenues from those airports. Until July 2008, the car parking facilities at the Guadalajara International Airport were managed through a service contract pursuant to which we paypaid 22% of the revenues of the parking facility to a third party for its operation and maintenance bymaintenance. In July 2008, we renegotiated and signed a third party. At the other ten airports atnew 12-month service contract under which we operated parking facilities during 2007, we operated them directly. The

parking facilities at our Tijuana International Airport were operated during 2007 bypaid a third party pursuant to a long-term lease agreement signed with them by our predecessor, the Mexican Airport and Auxiliary Services Agency, prior to the granting of our concessions. As previously mentioned, we resumedfixed monthly fee in exchange for operation of the Tijuanaparking facility. In December 2008, we negotiated for the early termination of this service contract and since then we have been operating the car parking facility at the beginning of 2008, which should help us to increase our commercial revenues in the immediate future.that airport.

Since 2009, we have been directly operating the car parking facilities at all of our airports. Revenues from parking facilities are directly correlated to passenger traffic at our airports. Currently parking facilities at our airports currently are not regulated under our maximum rates, although they could become regulated (out of our maximum rates) upon a finding by the Mexican Antitrust Commission (Comisión Federal de Competencia) that there are no competing alternatives for such parking.

 

  

Leasing of spacespace—Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain non-essential activities such as first class/VIP lounges are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities.

 

  

Retail stores—In recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Guanajuato, Tijuana, Manzanillo, Morelia and La Paz international airports. We intend to implement similar projects at all of our airports.

 

  

Food and beverage services—In recent years we have completed “clean up” projects with respect to our restaurant and bar leases, in order to bring in providers with recognizable brand names more likely to increase consumer traffic in our commercial areas.

 

  

Car rentals—We have recently remodeled the areas used by car rental agencies to which we lease space at our airports and have sought to bring in a greater percentage of internationally known name-brand car rental providers.

 

  

Time-share marketing and sales—We receive revenues from time-share developers to which we rent space in our airports for the purpose of marketing and sales of time-share units.

 

  

Duty-free stores—We currently have duty-free stores at four of our 12 airports. These stores are most lucrative at our Puerto Vallarta, Los Cabos and Guadalajara airports, where we have a greater number of international passengers. AtIn June 2009, a 10-year lease for a fixed-rent duty free store at Terminal 3 in Los Cabos ended. This allowed us to renegotiate the endcontract and obtain a royalty fee contract. All of 2007, in Puerto Vallarta, we leased the first duty-free storeduty free stores located in our airports thatare now on leases where rent is fully integrated with the passenger flows, which means that every passenger departing from the new international building must enter the store, as it is part of the existing hall that connects to the gates area.based on a royalty fee.

 

  

Advertising—We currently have a contract with one of the leading advertising agencies in Mexico, pursuant to which we have developed a greater number of, and more strategically located, billboards and other advertising spaces at our airports.

 

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Communications—We have consolidated all of the telephone and Internetinternet service at our airports with one provider. All of our airports offer wireless Internetinternet service. Fixed line telephone services have reached maturity and are now starting to decline due to the increasing prevalence of mobile phones. However, there has been an increase in the demand for space outside our terminals to install cellular antennas in order to improve the level of service offered to our passengers.

  

Financial services—In recent years we have expanded and modernized the spaces we lease to financial services providers such as currency exchange bureaus and have additionally improved our contracts with several of the financial services providers at our airports to provide for access fees based onreflect a percentage of the revenues recorded by those providers rather than fixed yearly fees.

 

  

Ground transportation—Our revenues from providers of ground transportation services deemed “non-permanent” under applicable Mexican law, such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities.

Domestic passengers represented approximately 66.8%65.4% of our terminal passenger traffic in 2007.2010. In addition, we estimate that a significant minority of our international passengers are lower-income Mexicans traveling to or from the United States. WeBased on surveys and studies to understand the consumption habits of our passengers completed during 2010 at the Guadalajara International Airport, we believe that the spending habits of these Mexican international passengers are more similar to the spending habits of our domestic passengers, who generally purchase fewer products than other international passengers.

Recent Expansion and Development of Commercial Areas

LeadingWe believe that leading privatized airports typically generate a greater portion of their revenues from commercial activities than we currently do. We estimate that, prior to 2002,In 2010, revenues from commercial activitiesnon-aeronautical services in our airports generally accounted for less than 12%17.3% of our total revenues (20.2% of the total revenuessum of aeronautical and non-aeronautical revenues) generated by our airports. In contrast, we believe that revenues from commercial activities account for up to 40% or more of the consolidated revenues of many leading privatized airports. While we expect aeronautical revenues to continue to represent a substantial majority of our future revenues, we expect that the future growth of our revenues from commercial activities will exceed the growth of our aeronautical revenues. As the main part of our business strategy, since we took over control of our airports we have made it a priority to increase our revenues from commercial activities in our airports from a combination of:by:

 

  

Redesigning and expanding the space available in our airport terminals allocated to commercial activities.

In order to increase our revenues from commercial activities, we have focused on expanding and redesigning the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses, as well as to redirect the flow of passengers through our airports, increasing their exposure to the commercial businesses that are operating atareas of our airports.

In the second half of 20072008, we added approximately 1,500 square meters of commercial space at the new international building in Puerto Vallarta, including two stores fully integrated with the passenger flows. One is a duty-free store and the other is the first convenience store in Mexico which all passengers must pass through in order to reach their gate. We also opened commercial areas at the Terminal 2 building at the Guadalajara airport. During the second half of 2007, we preparedcompleted two ambitious commercial redesign projects that will be fully operational at the end of 2008 at the Los Cabos Terminal 1 and in the domestic departures area in

Guadalajara. During the second half ofGuadalajara International Airport. In 2008, we expect to completecompleted the expansion of the parking building in the Guadalajara International Airport bringing the number of parking spaces from 1,500 to 3,000.In 2009, new space became available in the Guadalajara International Airport’s domestic arrivals area and allowed us to create a 200 square meter retail area. During 2010, no additional commercial space was added to our airports, but during 2011, we will add a new food court in the Guadalajara International Airport which we anticipate will be completed in the third quarter 2011. During 2012, we expect to finish the construction of Terminal 4 at the Los Cabos airport, adding approximately 1,5001,000 square meters of commercial space and transferring 200-square meters of commercial space from Terminal 3 to Terminal 4. Additionally, in the Puerto Vallarta airport we will add 200 square meters

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during 2011. At the Tijuana airport, we expect to expand our terminal building by an additional spaces6,000 square meters by the end of 2011. In addition, we will continue to focus on optimizing our use of the currently available 1,500 spaces.existing space.

 

  

Renegotiating agreements with terminal tenants to be more consistent with market practices.

We have also continued improving our lease arrangements with existing tenants through the usage of royalty-based lease contracts, whereby lease amounts are based on tenants’ revenues, subject to minimum fixed amounts related to the square footage. We estimate that approximately 89%88.1% of ourcurrent commercial agreementsrevenues could be arranged as royalty-based contracts based on the nature of our tenants’ operations. Of those, we estimate that we have updated and signed approximately 95%Approximately 97.5% of the agreements. In 2001, less than 5% of our lease contracts provided for royalty payments.that could be arranged as royalty-based have already been executed under those conditions.

 

  

Recovering the rights to several retail and car parking businesses at our airports previously operated by third parties.

Prior to 1999, our predecessor entered into several contracts with third-party operators to develop new space and modernize existing space at our 12 airports. Several of these contracts were long-term lease agreements pursuant to which the third-party service provider, in exchange for assuming all risks during the construction and modernization phase of each development project, acquired the exclusive right to operate the new commercial areas once developed. Many of the most lucrative commercial areas within our principal airports were leased by our predecessor to third parties on a long-term basis.

In some cases these long-term leases also gave the third-party operators the right to operate not only commercial activities, but also passenger walkways, transportation and other activities in the commercial areas subject to the leases. We acquired our concessions from our predecessor subject to these long-term lease obligations and have sought to recover the third parties’ lease rights. In recentprior years we have recovered, by compensating leaseholders for early termination of their leases, several significant leases previously held by third parties who managed our commercial areas and received all revenues from the operations in those areas. We now manage several of those areas directly and have thereby increased our revenues from commercial activities.

At DecemberAs of May 31, 2007, there were2011 the only two material commercial activitiesactivity at our airports that remainedremains subject to a third-party leaseslease under which we receive only nominal or no revenue:

Hotelrevenue is the hotel at Guadalajara International Airport. A third party, Coco Club, was granted the right by the Mexican Airport and Auxiliary Services Agency to operate the following commercial space at our Guadalajara International Airport in exchange for the construction and remodeling of certain commercial areas and infrastructure at the airport: (i) the commercial space located in the hallway leading to the gate area for domestic flights, (ii) the majority of the commercial space in the gate area itself , (iii) the commercial space in the bridge connecting the airport to the airport hotel and (iv) the hotel itself.airport. In September 1998, Coco Club transferred all of these rights to a

another third party except for the right to operate the hotel for a period of 15 years frombeginning in March 1993 in exchange for its obligation to construct such hotel.1993. In May 2004, we recovered the right to operate the commercial areas previously operated by the third party that received its rights from Coco Club.party. Subject to the satisfaction of certain conditions, and only if those specific conditions were satisfied, Coco Club hashad the right to renew the contract and continue operating the hotel for another 15-year period fromstarting in March 2008.

Car parking2008 at Tijuana International Airport. Constructora Comar, S.A. de C.V., or Comar, was grantedbelow-market rates. Because we do not believe that Coco Club satisfied all such conditions, we did not renew the right bylease in 2008. However, Coco Club maintained possession of the Mexican Airport and Auxiliary Services Agency to construct and operate five-floor parking facilities within our Tijuana International Airport. On January 12,hotel. As a consequence, in April 2008 we assumedinitiated legal proceedings against Coco Club to regain possession of the righthotel due to operate this parking facility.Coco Club’s failure to satisfy all conditions in the prior lease agreement. These legal proceedings remain pending.

Revenues from improvements to concession assets

In 2010 we adopted INIF 17, which requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that

44


revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. Once quantified, revenues should follow the relevant recognition criteria taking into account the nature of the service rendered. Accordingly, when the operator provides construction or improvement services, revenues associated with such services should be recognized using the percentage-of-completion method while revenues from operating services should be recognized as services are rendered. INIF 17 also references the supplemental application of International Accounting Standard 18,Revenues. As a result, in 2010 we recognized revenues from improvements to concession assets. Revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to our passenger traffic (the main driver of our revenues).

Marketing Activities

OurWe focus our marketing activities, focus, with respect to aeronautical services, on participation in business conferences organized by the International Air Transport Association (IATA)(“IATA”), including the annual “Schedules” and “Commercial Strategy” conferences. These conferences provide a forum for the exchange of information relating to airlines’ decisions about changes in routes and flights. For leasing ofTo lease properties and obtain related non-aeronautical services revenues, we principally rely on advertising through traditional local distribution channels, including newspapers.

Our Airports

In 2007,2010, our airports served a total of approximately 23.620.2 million terminal passengers. In 2007,2010, our two principal airports that serve important metropolitan areas, Guadalajara International Airport and Tijuana International Airport, together represented approximately 51.2%52.4% of our total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, our main airports serving popular tourist destinations, together accounted for approximately 25.6%27.1% of our total terminal passenger traffic in 2007.2010. Hermosillo International Airport, which is our largest airport serving a mid-sized city, accounted for approximately 5.7%5.6% of our total terminal passenger traffic in 2007.2010.

All of our airports are designated as international airports under applicable Mexican law, meaning that they are equipped to receive international flights and maintain customs and immigration facilities operated by the Mexican government.

The following table shows the sum of aeronautical and non-aeronautical revenues for each of the airports for the years indicated.

RevenuesSum of aeronautical and non-aeronautical revenues by Airportairport

 

  Year ended December 31,  Year ended December 31, 
  2005  2006  2007  2008   2009   2010 
  (thousands of Pesos)  (thousands of Pesos)  (thousands of Pesos)  (thousands of Pesos) 

Guadalajara

  Ps.889,900  Ps.1,010,624  Ps.1,163,027  Ps. 1,163,847    Ps. 1,115,670    Ps. 1,317,889  

Tijuana

   352,693   388,371   477,779   465,185     422,710     525,471  

Puerto Vallarta

   443,539   484,384   528,527   585,226     527,723     582,851  

Los Cabos

   465,679   508,341   556,151   585,935     566,592     624,562  

Hermosillo

   141,736   138,115   156,333   156,487     151,856     159,924  

Guanajuato

   167,940   174,382   192,119   177,688     148,654     159,212  

La Paz

   81,916     81,754     90,464  

Morelia

   98,217   93,203   92,239   80,880     79,677     77,726  

La Paz

   68,744   70,519   93,578

Mexicali

   70,700     65,873     66,956  

Aguascalientes

   46,973   54,271   63,753   58,626     44,614     47,762  

Mexicali

   61,885   60,659   77,236

Los Mochis

   26,312   28,318   38,652   29,963     30,243     36,230  

Manzanillo

   34,025   35,005   37,930   34,332     30,874     27,519  
                     

Total

  Ps.2,797,643  Ps.3,046,192  Ps.3,477,324  Ps. 3,490,785    Ps. 3,266,240    Ps. 3,716,566  
                     

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The following tables set forth the passenger traffic volume for each of our airports for the years indicated:

Passenger Traffic

Year endedEnded December 31,

 

  2005  2006  2007  2008   2009   2010 
  Terminal(1)  Transit(2)  Total  Terminal(1)  Transit(2)  Total  Terminal(1)  Transit(2)  Total  Terminal(1)   Transit(2)   Total   Terminal(1)   Transit(2)   Total   Terminal(1)   Transit(2)   Total 

Total passengers:

                  

Total Passengers:

Total Passengers:

  

Guadalajara

  5,656,023  536,921  6,192,944  6,350,377  496,578  6,846,955  7,332,502  465,989  7,798,491   7,193,217     216,138     7,409,355     6,453,078     68,252     6,521,330     6,953,861     40,830     6,994,691  

Tijuana

  3,472,074  3,453  3,475,527  3,759,390  5,363  3,764,753  4,739,715  31,842  4,771,557   3,968,725     42,808     4,011,533     3,407,420     33,943     3,441,363     3,649,477     48,507     3,697,984  

Puerto Vallarta

  2,758,825  16,142  2,774,967  2,978,378  11,696  2,990,074  3,139,143  9,028  3,148,171   3,280,692     18,983     3,299,675     2,645,332     8,242     2,653,574     2,735,272     7,883     2,743,155  

Los Cabos

  2,466,733  62,623  2,529,356  2,720,955  37,627  2,758,582  2,901,234  33,203  2,934,437   2,989,024     38,848     3,027,872     2,620,403     35,286     2,655,689     2,745,528     18,259     2,763,787  

Hermosillo

  1,206,729  201,040  1,407,769  1,157,222  226,514  1,383,736  1,338,145  160,629  1,498,774   1,284,794     139,441     1,424,235     1,174,372     91,652     1,266,024     1,138,308     77,346     1,215,654  

Guanajuato

  1,114,939  40,443  1,155,382  1,156,564  33,263  1,189,827  1,274,076  21,022  1,295,098   1,102,782     14,438     1,117,220     886,127     4,189     890,316     853,828     5,570     859,398  

La Paz

   519,834     44,414     564,248     512,555     11,060     523,615     558,820     9,397     568,217  

Morelia

  668,327  25,231  693,558  599,043  54,452  653,495  599,360  25,569  624,929   524,195     27,804     551,999     447,578     6,021     453,599     429,677     3,652     433,329  

La Paz

  449,799  99,558  549,357  460,035  59,643  519,678  630,171  109,517  739,688

Mexicali

   533,756     3,907     537,663     470,909     3,644     474,553     461,356     12,118     473,474  

Aguascalientes

  353,910  28,507  382,417  386,407  28,519  414,926  463,674  8,072  471,746   421,877     11,038     432,915     284,539     914     285,453     294,125     1,093     295,218  

Mexicali

  544,987  11,547  556,534  502,192  5,620  507,812  607,886  4,925  612,811

Los Mochis

  202,656  89,935  292,591  209,664  59,782  269,446  289,928  84,956  374,884   213,792     46,499     260,291     206,017     27,066     233,083     243,272     23,041     266,313  

Manzanillo

  240,184  9,275  249,459  233,901  6,967  240,868  249,232  3,549  252,781   219,102     1,990     221,092     178,120     688     178,808     159,677     2,912     162,589  
                                                               

Total

  19,135,186  1,124,675  20,259,861  20,514,128  1,026,024  21,540,152  23,565,066  958,301  24,523,359   22,251,790     606,308     22,858,098     19,286,450     290,957     19,577,407     20,223,201     250,608     20,473,809  
                                                               

   2008   2009   2010 
   Domestic   International   Total   Domestic   International   Total   Domestic   International   Total 

Terminal Departing Passengers:

  

Guadalajara

   2,493,236     1,157,072     3,650,308     2,180,481     1,072,057     3,252,538     2,357,845     1,159,774     3,517,619  

Tijuana

   1,890,714     21,143     1,911,857     1,644,882     19,355     1,664,237     1,755,332     20,138     1,775,470  

Puerto Vallarta

   427,843     1,224,550     1,652,393     351,938     978,315     1,330,253     346,305     1,026,329     1,372,634  

Los Cabos

   437,177     1,064,752     1,501,929     402,907     918,345     1,321,252     365,441     1,013,982     1,379,423  

Hermosillo

   546,149     53,078     599,227     513,466     41,650     555,116     506,784     41,548     548,332  

Guanajuato

   324,597     234,453     559,050     246,088     196,940     443,028     237,786     188,951     426,737  

La Paz

   242,692     23,550     266,242     244,816     15,537     260,353     274,016     12,026     286,042  

Morelia

   167,866     97,249     265,115     117,224     104,832     222,056     118,324     98,712     217,036  

Mexicali

   243,857     3,234     247,091     221,385     2,528     223,913     217,716     2,154     219,870  

Aguascalientes

   158,498     56,112     214,610     105,934     37,640     143,574     106,161     41,423     147,584  

Los Mochis

   100,446     7,170     107,616     96,593     4,781     101,374     117,433     4,170     121,603  

Manzanillo

   54,963     55,507     110,470     45,291     44,078     89,369     37,016     42,661     79,677  
                                             

Total

   7,088,038     3,997,870     11,085,908     6,171,005     3,436,058     9,607,063     6,440,159     3,651,868     10,092,027  
                                             

   2005  2006  2007
   Domestic  International  Domestic  International  Domestic  International  Total

Terminal departing passengers:

              

Guadalajara

  1,741,436  1,131,123  2,004,996  1,228,008  2,534,079  1,195,703  3,729,782

Tijuana

  1,580,619  11,978  1,718,594  14,003  2,214,389  19,353  2,233,742

Puerto Vallarta

  264,224  1,119,937  299,085  1,196,867  398,116  1,179,195  1,577,311

Los Cabos

  206,261  1,028,119  258,382  1,103,803  381,780  1,071,320  1,453,100

Hermosillo

  453,781  58,105  463,700  50,318  559,273  50,389  609,662

Guanajuato

  298,673  264,061  314,553  270,108  384,768  261,991  646,759

Morelia

  183,837  159,696  160,327  146,616  202,522  105,222  307,744

La Paz

  201,262  28,408  219,230  18,108  295,779  29,200  324,979

Aguascalientes

  115,273  59,890  126,613  70,091  168,967  65,794  234,761

Mexicali

  214,947  2,255  207,283  2,578  269,389  2,852  272,241

Los Mochis

  91,759  9,389  98,228  5,703  138,785  7,319  146,104

Manzanillo

  56,337  64,059  56,489  60,724  59,299  65,886  125,185
                     

Total

  5,408,409  3,937,020  5,927,480  4,166,927  7,607,146  4,054,224  11,661,370
                     
   2005  2006  2007
   Domestic  International  Domestic  International  Domestic  International  Total

Terminal arriving passengers:

              

Guadalajara

  1,714,677  1,068,787  1,994,663  1,122,710  2,511,583  1,091,137  3,602,720

Tijuana

  1,879,102  375  2,024,934  1,859  2,498,308  7,665  2,505,973

Puerto Vallarta

  315,388  1,059,276  353,159  1,129,267  445,876  1,115,956  1,561,832

Los Cabos

  225,463  1,006,890  278,373  1,080,397  401,873  1,046,261  1,448,134

Hermosillo

  636,350  58,493  597,345  45,859  684,802  43,681  728,483

Guanajuato

  345,517  206,688  351,608  220,295  419,322  207,995  627,317

Morelia

  179,968  144,826  150,296  141,804  182,177  109,439  291,616

La Paz

  208,037  12,092  211,850  10,847  277,225  27,967  305,192

Aguascalientes

  123,116  55,631  127,844  61,859  172,163  56,750  228,913

Mexicali

  326,932  853  291,051  1,280  334,359  1,286  335,645

Los Mochis

  101,039  469  105,248  485  140,448  3,376  143,824

Manzanillo

  60,459  59,329  62,950  53,738  61,420  62,627  124,047
                     

Total

  6,116,048  3,673,709  6,549,321  3,870,400  8,129,556  3,774,140  11,903,696
                     

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   2008   2009   2010 
   Domestic   International   Total   Domestic   International   Total   Domestic   International   Total 

Terminal Arriving Passengers:

  

Guadalajara

   2,544,231     998,678     3,542,909     2,253,081     947,459     3,200,540     2,414,670     1,021,572     3,436,242  

Tijuana

   2,049,892     6,976     2,056,868     1,733,952     9,231     1,743,183     1,864,854     9,153     1,874,007  

Puerto Vallarta

   480,668     1,147,631     1,628,299     386,649     928,430     1,315,079     384,855     977,783     1,362,638  

Los Cabos

   457,342     1,029,753     1,487,095     407,339     891,812     1,299,151     385,763     980,342     1,366,105  

Hermosillo

   641,407     44,160     685,567     581,883     37,373     619,256     556,121     33,855     589,976  

Guanajuato

   356,976     186,756     543,732     281,679     161,420     443,099     272,015     155,076     427,091  

La Paz

   230,582     23,010     253,592     236,670     15,532     252,202     261,167     11,611     272,778  

Morelia

   160,173     98,907     259,080     117,896     107,626     225,522     124,207     88,434     212,641  

Mexicali

   285,375     1,290     286,665     245,900     1,096     246,996     240,598     888     241,486  

Aguascalientes

   165,021     42,246     207,267     112,356     28,609     140,965     115,119     31,422     146,541  

Los Mochis

   104,074     2,102     106,176     104,136     507     104,643     121,189     480     121,669  

Manzanillo

   54,666     53,966     108,632     45,852     42,899     88,751     39,837     40,163     80,000  
                                             

Total

   7,530,407     3,635,475     11,165,882     6,507,393     3,171,994     9,679,387     6,780,395     3,350,779     10,131,174  
                                             

 

(1)Includes arriving and departing passengers as well as transfer passengers (passengers who arrive on one aircraft and depart on a different aircraft).
(2)Terminal passengers who arrive at our airports but generally depart without changing aircraft.

The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2007.2010.

Capacity by Airport(1) (2010)

 

Airport

  Peak air traffic
movements per hour
  Runway capacity(2) Planned runway
capacity(3)
  Peak air traffic
movements per
hour(1)
   Runway  capacity(2) 

Guadalajara

  39  

39    

 39   38     39  

Tijuana

  23  

30    

 30   17     31  

Puerto Vallarta

  27  

30    

 30   26     29  

Los Cabos

  26  33(4) 33   26     37  

Hermosillo

  20  

28    

 28   18     29  

Guanajuato

  12  

23    

 23   11     13  

La Paz

   11     18  

Morelia

  10  

16    

 16   10     11  

La Paz

  11  

19    

 19

Mexicali

   8     19  

Aguascalientes

    7  

22    

 22   7     16  

Mexicali

    9  

18    

 18

Los Mochis

  13  

19    

 19   11     12  

Manzanillo

    8  

13    

 13   7     11  

 

(1)2007 figures.Includes Commercial and General Aviation Operations.
(2)Air traffic movements per hour.
(3)Runway capacity expected upon completion of committed investments under our master development programs from 2005 to 2009.
(4)Runway capacity since May 15, 2008.

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The following table sets forth the air traffic movements for each of our airports for the years indicated.

Air Traffic Movements by Airport(1)

 

    For the year ended December 31,  For the year ended December 31, 
    2005    2006    2007  2008   2009   2010 

Guadalajara

    124,677    138,203    164,244   152,354     131,721     133,323  

Tijuana

    47,259    51,832    65,460   55,104     45,218     46,283  

Puerto Vallarta

    43,495    45,557    50,501   49,899     41,633     42,705  

Los Cabos

    38,939    42,135    44,485   41,529     36,423     36,175  

Hermosillo

    44,680    46,122    48,297   45,944     43,514     42,584  

Guanajuato

    29,096    30,973    32,263   28,741     26,183     26,537  

La Paz

   21,996     19,162     20,510  

Morelia

    18,166    18,144    19,395   17,716     15,060     14,914  

La Paz

    18,569    20,358    25,011

Mexicali

   12,237     11,177     11,798  

Aguascalientes

    11,076    11,546    12,174   12,782     10,878     12,262  

Mexicali

    11,843    12,272    13,877

Los Mochis

    18,705    20,419    24,445   18,973     17,577     17,346  

Manzanillo

    8,217    8,004    8,809   7,799     6,461     7,237  
                           

Total

    414,722    445,565    508,961   465,074     405,007     411,674  
                           

 

(1)IncludeIncludes departures and arrivals.

The following table sets forth the average number of passengers per air traffic movement for each of our airports for the years indicated:

Average Passengers per Air Traffic Movement by Airport (1)

 

    Year ended December 31,  Year ended December 31, 
    2005    2006    2007  2008   2009   2010 

Guadalajara

    49.67    49.54    47.48   48.63     49.51     52.46  

Tijuana

    73.54    72.64    72.89   72.79     76.10     79.90  

Puerto Vallarta

    63.80    65.63    62.34   66.12     63.74     64.23  

Los Cabos

    64.96    65.47    65.97   72.90     72.91     76.40  

Hermosillo

    31.51    30.00    31.03   30.99     29.09     28.55  

Guanajuato

    39.71    38.42    40.14   38.87     34.00     32.38  

La Paz

   25.65     27.32     27.70  

Morelia

    38.18    36.02    32.22   31.15     30.11     29.06  

La Paz

    29.58    25.53    29.58

Mexicali

   43.93     42.45     40.13  

Aguascalientes

    34.53    35.94    38.75   33.86     26.24     24.08  

Mexicali

    46.99    41.38    44.16

Los Mochis

    15.64    13.20    15.34   13.71     13.26     15.35  

Manzanillo

    30.36    30.09    28.70   28.34     27.67     22.46  
                           

Average of all airports

    48.85    48.34    48.18   49.14     48.34     49.73  
                           

 

(1)Includes number of total passengers within the total number of air traffic movements.

The following table sets forth the air traffic movements in our airports for the years indicated in terms of commercial, charter and general aviation:

Air Traffic Movements by Aviation Category(1)

 

    Year ended December 31,  Year ended December 31, 
    2005    2006    2007  2008   2009   2010 

Commercial Aviation

    324,007    346,310    403,962   355,985     301,179     301,421  

Charter Aviation

    19,937    21,721    18,786   19,623     16,569     17,753  

General Aviation (1) and other

    70,778    77,534    86,213

General Aviation and other

   89,466     87,259     92,500  
                           

Total

    414,722    445,565    508,961   465,074     405,007     411,674  
                           

 

(1)Includes departures and landings for all 12 airports.

Changes in Principal Airlines Operating at our Airports

During 2008 several legacy airlines and low-cost carriers ceased operations either due to insolvency or suspension by the regulatory authorities. Three of these airlines, Avolar, Alma and Aerocalifornia were based in our Tijuana International Airport, Guadalajara International Airport and La

48


Paz International Airport, respectively. In 2009, Aviacsa, which was not based in any of our airports, also ceased operations. The suspension of operations by these three airlines had a material impact on the routes and passenger traffic at all of our airports other than our Mexicali and Manzanillo airports. On the dates on which they suspended operations, Avolar, Alma, and Aerocalifornia represented 5.1%, 3.8% and 6.1%, respectively, of our terminal traffic. The impact on terminal passengers from their suspension of operations was primarily felt during 2009. Aviacsa alone represented 3.6% of our terminal traffic when they suspended operations, which primarily impacted terminal passengers during the second half of 2009.

On August 28, 2010, Grupo Mexicana de Aviación or “Grupo Mexicana”, which operated through its three subsidiaries, Compañía Mexicana de Aviación (Mexicana), Aerovías Caribe, S.A. de C.V. (Mexicana Click), and Mexicana Inter, S.A. de C.V. (Mexicana Link), suspended operations indefinitely. On the day Grupo Mexicana suspended operations, they were operating at 10 of our 12 airports (Guadalajara, Tijuana, Puerto Vallarta, Los Cabos, Guanajuato, La Paz, Morelia, Mexicali, Los Mochis, and Manzanillo). Furthermore, during 2009, Grupo Mexicana represented 12.6% of the sum of our aeronautical and non-aeronautical revenues. During the first half of 2010, Grupo Mexicana transported 1,869,636 total passengers in our network representing 18.3% of our total passengers. This made Grupo Mexicana our third most important airline group in terms of the number of passengers transported within our airports (the first being Grupo Aeroméxico and the second being Volaris). During the first half 2010, Grupo Mexicana operated a total of 13 exclusive routes (as sole operator), on which 403,384 passengers were transported and 14 dominated routes (in which Grupo Mexicana’s market share was greater than 50%), in which 344,680 passengers were transported. The remaining passengers were transported on a total of 30 competitive routes (routes in which Grupo Mexicana’s market share was less than 50%), which transported a total of 1,121,572 passengers.

During 2009 and the first half 2010, aeronautical revenues from Grupo Mexicana represented 16.2% and 17.0% of our total aeronautical revenues, respectively. As of August 28, 2010, we had a pending balance due from Grupo Mexicana of Ps. 49.9 million. Of this amount, Ps. 41.2 million corresponds to passenger charges, which Grupo Mexicana collected on behalf of our airports from passengers of Mexicana, Click or Link through August 27, 2010. We have yet to be receive this amount, but in Grupo Mexicana’s insolvency proceeding or bankruptcy, this amount is not expected to be considered as part of Grupo Mexicana’s liabilities subject to its creditors as it is our exclusive property. In the event that it should appear that we will not be paid these amounts, we plan to initiate the necessary legal proceedings so that the judges and legal authorities overseeing the insolvency petition prioritize our claim for its passenger charges.

Guadalajara International Airport

The Guadalajara International Airport is our most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2007,2010, the Guadalajara International Airport was the third busiest in Mexico in terms of commercial aviation passenger traffic, according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, the Guadalajara International Airport accounted for approximately 31.1%34.4% of our terminal passenger traffic.

In 2007,2010, a total of 7.36.9 million terminal passengers were served by Guadalajara International Airport. Of the terminal passengers in 2007, 68.8%2010, 68.6% were domestic and 31.2%31.4% were international passengers. Of the airport’s international passengers, we estimate that a significant portion are Mexicans living in the United States visiting Guadalajara. This airport also serves many business travelers traveling to and from Guadalajara. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of 2214 airlines operate at the airport,airport; the principal ones of which arebeing Aeroméxico, MexicanaAeroméxico Connect, Volaris and Aerocalifornia.Interjet. The main non-Mexican airlines operating at the airport are Continental

49


Airlines, American Airlines, Delta Airlines and Delta Airlines.US Airways. Airlines operating at the airport reach 4937 destinations. Of these destinations, Mexico City, Tijuana and Los Angeles are the most popular. Since 2005, we have had agreements with three of Mexico’s low-cost Mexican carriers for their operations.

Guadalajara International Airport is located approximately 20 kilometers from the city of Guadalajara, which has a population (including its suburbs) of approximately 5 million inhabitants. Guadalajara is Mexico’s second largest city in terms of population, as well asand is the capital of the state of Jalisco, the country’s fourththird largest state in terms of population. As a major hub for the Mexican national highway system, the city of Guadalajara is an important center for both ground and air transportation. Other major cities in the state of Jalisco include Puerto Vallarta and Lagos de Moreno. Jalisco is an important agricultural producer, making Guadalajara an important center for agricultural commerce. The state is an important contributor to Mexico’smaquiladora industry, most notably in the electronic, computer equipment and clothing industries. Themaquiladora industry in Jalisco grew significantly in the 1990’s asmaquiladoras moved away from the U.S.-Mexico border seeking lower labor costs and a more diverse labor pool.

Guadalajara International Airport operates 24 hours daily. The airport has two operating runways, one with a length of 4,000 meters, and the other with a length of 1,770 meters, as well as a full parallel taxiway. The runway capacity at this airport is 39 air traffic movements per hour. The airport also has an instrument landing system (ILS) that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 24,850 square meters, as well as parking facilities consisting of an additional 46,000 square meters. The general aviation building has an additional 1,825 square meters. The main commercial terminal has 18 gates and 2321 remote boarding positions. Of the 18 gates, eight serve international flights and ten serve domestic flights. Of the international gates, three have air bridges, and of the domestic gates, five have air bridges. Additionally there are eleven remote positions used for the regional flights commonly used by Alma and Aeroméxico Connect.

UntilOn May 31, 2004, we recovered the rights to operate the most lucrative commercial space (comprising approximately 1,300 square meters) in and leading to the domestic departure area, waswhich had been operated by a third party under a long-term agreement scheduled to expire in 2010. On May 31, 2004, we recovered the rights to operate that commercial space as of June 1, 2004.agreement. As part of our business strategy, during 2010 we intendbegan changing the profile and category of service of almost all of the stores to renovatebetter-known brands. We have plans to complete this area and better integrate it withinprocess by the other commercial space at the airport.end of 2011. The airport has an onsite hotel operated by a third party from which we derive no revenues.

Between 2005 and 2006 we tookWe have continued to take significant steps to modernize and expand the Guadalajara International Airport in order to improve its operations and image. During this

period we expanded the commercial space in this airport by 1,210 square meters in the international gate area. In addition, theseThese steps have included the improvement of the airport’s runways and platforms, an increase in the number of remote boarding positions, the installation of an improved computer system and expansion of the main commercial terminal, including the installation and/or modernization of air bridges, the baggage claim area, ticket counters, restrooms, hallways and gate areas. In addition, between 2007 and 2009 we expect to completecompleted the expansion of the international baggage claim area, and the expansion of the domestic and international gate areas, and the international arrival area byand the opening of a totalground transportation terminal with an area of 7,0678,116 square meters and to remodelmeters. We also remodeled an additional 2,120 square meters in these areas. Also,areas to provide better service to our passengers and to expand some commercial spaces in the domestic arrival area. We also completed the expansion of the main parking facilities, expected to open during the second half of 2008, is currently underway. After the renovations, approximately 2,000facility in August 2008. Approximately 2,150 square meters of these areas will berenovations are devoted to commercial activities. During 2011, we expect to complete construction of 560 square meters of commercial areas including a new food court.

Tijuana International Airport

Tijuana International Airport is our second most important airport in terms of passenger traffic, the second in air traffic movements and the fourth in contribution to revenuesthe sum of aeronautical and the second in air traffic movements.non-

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aeronautical revenues. In 2007,2010, Tijuana International Airport was the fifth busiest airport in Mexico in terms of commercial aviation traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 20.1%18.1% of our terminal passenger traffic.

In 2007,2010, Tijuana International Airport served a total of 4.73.6 million terminal passengers. We estimate that almost allApproximately 99.2% of thethose terminal passengers were domestic passengers. Since Tijuana is located near the Mexico-U.S. border and is therefore a popular entry point to the United States, a majority of the airport’s passengers consists of Mexican migrant workers traveling to Tijuana in order to seek work in the United States. Accordingly, the airport’s passenger traffic and results of operations are affected by Mexican and U.S. economic conditions. A highway connecting the city of Tijuana to the airport also extends directly to the U.S.-Mexico border crossing, providing convenient access to San Diego, California (which is located approximately 30 kilometers)kilometers from Tijuana International AirportAirport) and other areas of southern California, particularly Los Angeles.

Tijuana International Airport serves the city of Tijuana and surrounding areas in the State of Baja California, including the municipalities of Ensenada, Tecate and Rosarito. With a population of approximately 1.51.6 million, Tijuana is the largest city in the state. Currently, in terms of population, the state of Baja California is the second largestmaquiladora center in Mexico, according to the Mexican National Institute of Statistics.

A total of tenseven airlines operate at the airport,airport; the principal ones of which are AeroméxicoVolaris and Aviacsa.Aeroméxico. Airlines operating at this airport provide service to 3026 destinations. Of these destinations, Guadalajara, Mexico City Guadalajara, Guanajuato and MoreliaToluca are the most popular. In addition, Aeroméxico began flyingflies twice weekly from Tijuana to Tokyo. By the end of 2007, four low-cost carriers were operating service toTokyo and from Tijuana, with 24 routes in total.Shanghai.

Tijuana International Airport currently operates 17 hours daily between the hours of 7:00 a.m. and 12:00 a.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for other aeronautical services provided outside normal business hours (07:00 a.m. to 12:00 a.m.).hours. The airport has one runway with a length of 2,960

meters and a full parallel taxiway. The runway capacity at this airport is 3031 air traffic movements per hour. The airport also has an instrument landing system (ILS) that assists pilots in poor weather. It has 2223 gates serving both domestic and international travelers and eightsix remote boarding positions. Of the 2218 gates, ten have air bridges.

In 2007,2010, approximately 16,99014.4 thousand metric tons of cargo were transported through the airport.

During 2010 we began remodeling and adding 6,000 square meters of additional space to our terminal building and expect to finish construction during the third quarter of 2011.

A portion of the land comprising Tijuana International Airport was expropriated by the Mexican federal government in 1970 pursuant to its power of eminent domain and is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see “Item 3, Key Information—Risk Factors—Risks Related to Our Operations—Actions by the former holders of land comprising8,Legal Proceedings – Ejido Participants at Tijuana Airport.”

Los Cabos International Airport may limit our ability to expand the airport and may disrupt its operations.”

Puerto Vallarta International Airport

Puerto VallartaLos Cabos International Airport is our third most important airport in terms of passenger traffic, andour fifth most important airport in terms of air traffic movements and second most important airport in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2010, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the Mexican Airport and Auxiliary Services Agency. In 2010, Los Cabos International Airport accounted for approximately 13.6% of our terminal passenger traffic.

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Approximately 2.7 million terminal passengers were served by the airport in 2010. Approximately 72.6% of the terminal passengers were international passengers. The airport serves primarily tourists visiting San José del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway of the state of Baja California Sur.

A total of 21 airlines operate at the airport with Alaska Airlines, American Airlines, US Airways and Continental being the principal ones. Airlines operating at this airport provide service to 33 destinations. Of these destinations, Mexico City, Los Angeles and Phoenix are the most popular.

Los Cabos International Airport is located approximately 13 kilometers from the city of San José del Cabo, in the state of Baja California Sur. In 2010, the number of visitors to Los Cabos (San José del Cabo and the nearby city of Cabo San Lucas) was 1.5 million, according to the Mexican Immigration Institute. Visitors to this area are generally affluent, and include golfers who enjoy world-class courses, as well as sports fishing and scuba diving enthusiasts who are drawn by the rich marine life in the region’s coastal waters. We believe a growing percentage of visitors to Los Cabos consist of recurring visitors as the popularity and availability of time-shares in the area has increased over recent years.

Los Cabos International Airport’s standard operating hours are from 7:00 a.m. to 6:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 3,000 meters, and a full parallel taxiway to the runway. The runway capacity at this airport is 37 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada. The airport has two commercial aviation terminals. Terminal 1 occupies approximately 14,600 square meters (157,200 square feet) and Terminal 3 occupies approximately 10,600 square meters (114,100 square feet). The airport has 12 gates and 12 remote boarding positions. In addition, the airport has a general aviation and a Fixed Base Operations terminal (FBO), Terminal 2, occupying 1,961 square meters. During 2007 and 2008, we developed a new FBO building to redistribute commercial and private flight flows, and to provide additional space for future growth. We operate commercial space of approximately 2,000 square meters at Los Cabos International Airport. In 2010, approximately 27.0% of the sum of our aeronautical and non-aeronautical revenues generated at the Los Cabos International Airport was derived from commercial businesses, a percentage that is higher than at any other airport in our group.

During 2011, we began the expansion of the Terminal 4 building and as part of the expansion we will add an additional 1,000 square meters of commercial space, mainly to improve the space for duty free, retail and food and beverage stores.

Puerto Vallarta International Airport

Puerto Vallarta International Airport is our fourth most important airport in terms of passenger traffic and third in terms of air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2007,2010, Puerto Vallarta International Airport was the seventh busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 13.3%13.5% of our terminal passenger traffic.

In 2007, 3.12010, 2.7 million terminal passengers traveled through Puerto Vallarta International Airport. We estimate that 73.1%73.3% of these terminal passengers were international passengers and 26.9%26.7% were domestic passengers. The airport primarily serves foreign tourists and is a popular tourist destination in Mexico.

A total of 19 regular and 14 charter25 airlines operate at the airport,airport; the principal ones of which are Alaska AeroméxicoAirlines, Continental and Mexicana.US Airways. Airlines operating at this airport reach 38provide service to 40 destinations. Of these destinations,

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the most popular ones are Los AngelesMexico City, Seattle and destinations in Canada. We are currently engaged in discussions with a U.S. carrier regarding the addition of twoPhoenix. During 2010, new routes betweenfrom our Puerto Vallarta airport to Charlotte, San Diego, Toronto and the United States.Mexico were opened by airlines such as US Airways, Alaska,West Jet and VivaAerobus respectively.

Puerto Vallarta International Airport is located on the Pacific coast in the state of Jalisco. Puerto Vallarta’s tourist attractions include the natural beauty of the Bay of Banderas, the area’s many beaches and abundant marine wildlife. Puerto Vallarta is a mature tourist destination, and the completion of new resort areas including hotels and golf courses in the areas known as Nuevo Vallarta and Punta Mita is expected to bring more tourists to the area in subsequent years. We believe that a significant portion of the tourists visiting Puerto Vallarta consist ofare time-share owners who make frequent trips to the area.

Puerto Vallarta International Airport operates 24 hours daily. The airport has one runway with a length of 3,100 meters as well as a parallel taxiway. The runway capacity at this airport is 3029 air traffic movements per hour. This airport has one main commercial terminal, a fixed-base operation, or FBO, terminal and a general aviation building. FBOs are specialized, full service operations offered to general aviation aircraft. The services offered to FBO users include refueling, cleaning, and catering. The airport has fifteen16 gates serving domestic and international flights, tennine remote boarding positions and seven air bridges.

Until May 31, 2004, the right to operate all of the commercial space (comprising approximately 2,500 square meters) and the mini-buses and other vehicles and services, as well as the right to collect access fees from ground transportation providers in the Puerto Vallarta International Airport belonged to a third party pursuant to a long-term lease. On June 1, 2004, we recovered the rights to operate the commercial space and transportation and to collect access fees from providers of ground transportation.

During 2005 and at the beginning of 2006, the terminal building of the Puerto Vallarta International Airport was improved through expansion and remodeling projects. The projects included the construction of a new building that will househouses the documentation areas of the regular and charter airlines, the expansion of baggage claim areas (particularly for international arrivals), the expansion of the immigration area and the expansion of the final waiting areas, as well as some improvements, for a total of 8,140 square meters of total expansions. Approximately 1,100 square meters of this expansion will beis used for commercial spaces.space. Additionally, we built a 13,400 square meter satellite building during 2007 which became operational in December 2007.to improve the level of service for international passengers (both departing and arriving), by moving the international boarding gates and passport control to this satellite building.

Los Cabos International Airport

Los Cabos International Airport is our fourth most important airport in terms of passenger traffic, our fifth most important airport in terms of air traffic movements and our second most important airport in terms of contribution to revenues. In 2007, Los Cabos International Airport wasDuring 2011 we began the eighth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007, Los Cabos International Airport accounted for approximately 12.3% of our passenger traffic.

Approximately 2.9 million terminal passengers were served by the airport in 2007. Approximately 73.0%expansion of the satellite terminal passengers were international passengers. The airport serves primarily tourists visiting San José del Cabo, Cabo San Lucasbuilding and other coastal destinations along the Trans-Peninsular highway of the state of Baja California Sur.

A total of 22 airlines operate at the airport, the principal ones of which are Alaska, American Airlines, America West, Aeroméxico and Mexicana. Airlines operating at this airport reach 30 destinations. Of these destinations, Los Angeles, Phoenix and Mexico City are the most popular.

Los Cabos International Airport is located approximately 13 kilometers from the city of San José del Cabo, in the state of Baja California Sur. In 2006, the number of visitors to Los Cabos (San José del Cabo and the nearby city of Cabo San Lucas) was 1.1 million according to the Mexican Immigration Institute. Visitors to this area are generally affluent, and include golfers who enjoy world-class courses, as well as sports fishing and scuba diving enthusiasts who are drawn by the rich marine life in the region’s coastal waters. According to Mexico’s Ministry of Tourism (Secretaría de Turismo), hotel capacity in Los Cabos reached 5,722 rooms in 2003, 9,841 rooms in 2004, and 10,069 rooms in 2005. A growing percentage of visitors to Los Cabos consists of recurring visitors as the popularity and availability of time-shares in the area has increased over recent years.

Los Cabos International Airport’s standard operating hours are from 7:00 a.m. to 6:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 3,000 meters, and a partial parallel taxiway with only one entry point to the runway. The runway capacity at this airport is 21 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada. The airport has two commercial aviation terminals, Terminal 1, which occupies approximately 14,600result 200 square meters (157,200 square feet) and Terminal 3, which occupies approximately 10,600 square meters (114,100 square feet). The airport has eleven gates and ten remote boarding positions. In addition, the airport has a general aviation and Fixed Base Operation (“FBO”) terminal, Terminal 2, occupying 1,961 square meters. FBOs are specialized, full service operations offered to general aviation aircraft. The services offered to FBO users include refueling, cleaning, and catering. During the second half of 2007 and the first quarter of 2008, we have been developing a new FBO building to redistribute commercial and private flight flows, and to provide additional space for future growth.

We operate commercial space of approximately 2,000 square meters at Los Cabos International Airport. In 2007, approximately 27.4% of our total revenues generated at the Los Cabos International Airport were derived from commercial businesses, a percentage that is higher than at any other airport in our group.will be added.

Hermosillo International Airport

Hermosillo International Airport is our fifth most important airport in terms of passenger traffic, our fourth most important airport in terms of air traffic movements and our sixthfifth most important airport in terms of its contribution to the sum of aeronautical and non-aeronautical revenues. In 2007,2010, Hermosillo International Airport was the ninthtenth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 5.7%5.6% of our terminal passenger traffic.

In 2007,2010, Hermosillo International Airport served approximately 1.31.1 million terminal passengers, and approximately 93.0%93.4% of those terminal passengers were domestic. Many of the airport’s passengers use the airport as a hub for connecting flights between other Mexican cities, particularly Mexico City, Tijuana, Guadalajara and Monterrey. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of ninesix airlines operate at the airport,airport; the principal ones of which are Aeroméxico, Aeroméxico Connect and Aerocalifornia.Volaris. Airlines operating at this airport provide service to 1811 destinations. Of these destinations, Mexico City, TijuanaGuadalajara and GuadalajaraMonterrey are the most popular. By the end of 2007, four low-cost carriers were operating three routes to and from this airport.

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Hermosillo International Airport serves the city of Hermosillo and four other nearby municipalities, which together have a population of approximately 11.0 million, according to the Mexican National Population Council. The city of Hermosillo, which is the capital of the state of Sonora, is located approximately 260 kilometers south of the border town of Nogales and 130

kilometers east of the Gulf of California. The airport is located approximately 13 kilometers west of the city of Hermosillo. The airport is an important hub in a primarily agricultural and industrial region. Approximately 6,6566.5 thousand metric tons of cargo passed through the airport in 2007.2010. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.

Hermosillo International Airport operates 14 hours daily between the hours of 6:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has two runways, one with a length of 2,300 meters and the other with a length of 1,100 meters. The runway capacity at this airport is 2829 air traffic movements per hour. The airport has nine gates and eight gatesremote positions and includes both a commercial aviation building and a general aviation building for small private airplanes.

Guanajuato International Airport

Guanajuato International Airport is our sixth most important airport in terms of passenger traffic, and air traffic movements and our fifth most important airport in terms of its contribution to the sum of aeronautical and non-aeronautical revenues. In 2007,2010, Guanajuato International Airport was the eleventhtwelfth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 5.4%4.2% of our terminal passenger traffic.

During 2007,2010, the airport served 1.3 million853.8 thousand terminal passengers, 63.1%59.7% of which were domestic. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of 14eight airlines operate at the airport,airport; the principal ones of which are Aeroméxico MexicanaConnect, Aeromar, Continental and Aviacsa.American Eagle. Airlines operating at this airport provide service to 1811 destinations. Of these destinations, Tijuana,Houston, Mexico City and Los AngelesTijuana are the most popular. In addition, three low-cost Mexican carriers began operating routes to and from our Guanajuato airport in 2006. In May 2008, Aviacsa left the Guanajuato International Airport.

Guanajuato International Airport is located in the central state of Guanajuato near the cities of Léon,León, Irapuato, Silao and Guanajuato, approximately 315 kilometers northwest of Mexico City. The state of Guanajuato has a population of approximately 4.85.5 million people according to the Mexican National Population Council and is located in Mexico’s Guanajuato region, best known for its rich colonial history, its agricultural sector and manufacturing industry. General Motors has an assembly plant in Silao, Guanajuato. The local government is developing a “dry dock” or truck loading service terminal near the airport that we believe will increase cargo demand.

Guanajuato International Airport operates 1820 hours daily between the hours of 6:4:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway with a length of 3,500 meters. The runway capacity at this airport is 2313 air traffic movements per hour. It has two terminals (one commercial and one general aviation), with six gates and three remote boarding positions. Of the six gates, three have air bridges.

passenger walkways.

MoreliaLa Paz International Airport

MoreliaLa Paz International Airport is our ninthseventh most important airport in terms of passenger traffic, and air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2010, La Paz International Airport was the twentieth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2010 it accounted for approximately 2.8% of our terminal passenger traffic.

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During 2010, La Paz International Airport served 558.8 thousand terminal passengers. We estimate that approximately 95.8% of these terminal passengers were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of four airlines operate at the airport; the principal ones of which are Aeroméxico Connect and Volaris. Airlines operating at this airport provide service to 7 destinations. Of these destinations, Mexico City, Guadalajara and Tijuana are the most popular.

La Paz International Airport serves the city of La Paz, located along the coast of the Gulf of California in the state of Baja California Sur, of which La Paz is the capital. Eco-tourism is a growing industry in La Paz due to the abundance of marine life found in the Gulf of California.

La Paz International Airport operates 16 hours daily between 7:00 a.m. and 11:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,500 meters in length and a single main commercial terminal. The runway capacity at this airport is 18 air traffic movements per hour. It also has three gates and seven remote boarding positions.

Mexicali International Airport

Mexicali International Airport is our eighth most important airport in terms of itspassenger traffic, our eleventh most important airport in terms of air traffic movements and ninth most important airport in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2007, Morelia2010, Mexicali International Airport was the twenty-third busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 2.5%2.3% of our terminal passenger traffic.

In 2007, the Morelia International Airport served 599.4 thousand terminal passengers. We estimate that approximately 64.2% of the terminal passengers were domestic passengers. Because the airport’s passengers are predominately domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of eight airlines operate at the airport, the principal ones of which are Mexicana, Aeroméxico, and Aviacsa. Airlines operating at this airport provide service to 14 destinations. Of these destinations, Mexico City, Tijuana, Los Angeles and Chicago are the most popular. In May 2008, Aviacsa left the Morelia International Airport.

Morelia International Airport serves the city of Morelia and ten other municipalities in the immediate vicinity. The city of Morelia is the capital of the state of Michoacán, which has a population of approximately 4.1 million according to the Mexican National Population Council. Michoacán’s principal industry is agriculture and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).

Morelia International Airport operates 24 hours a day. Extended hours of operation serve the needs of passengers seeking off-hour, discount flights.

The airport has one runway with a length of 3,400 meters, and a single main terminal building. The runway capacity at this airport is 16 air traffic movements per hour. The airport has two gates and nine remote boarding positions.

Mexicali International Airport

Mexicali International Airport is our eighth most important airport in terms of passenger traffic, our tenth most important airport in terms of air traffic movements and our ninth most important airport in terms of contribution to revenues. In 2007, Mexicali International Airport was the twenty-second busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007, it accounted for approximately 2.6% of our terminal passenger traffic.

During 2007,2010, Mexicali International Airport served 607.9461.4 thousand terminal passengers. We estimate that approximately 99.3% of passengers served by this airport in 20072010 were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of fourthree airlines operate at the airport, whichairport; the principal ones are Mexicana, Aviacsa, Click MexicanaAeroméxico Connect and Aeroméxico Connect.Volaris. Airlines operating at this airport reach sevenprovide service to four destinations. Of these destinations, Mexico City Guadalajara and HermosilloToluca are the most popular. In May 2008, Aviacsa left the Mexicali International Airport.

Mexicali International Airport serves the city of Mexicali, in the Mexican state of Baja California, as well as the U.S. cities of Yuma, Arizona and Calexico, California. The city of Mexicali is located along the U.S.-Mexico border approximately 150 kilometers east of Tijuana and 80 kilometers west of Yuma, Arizona. Manufacturing forms the basis of the area’s economy, most notably in the form ofmaquiladorafactories, which have proliferated along the California-Baja California border.

Mexicali International Airport operates 1219 hours daily between the hours of 6:00 a.m. and 6:1:00 p.m.a.m. the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,600 meters in length as well as a main commercial terminal and a smaller general aviation terminal. The runway capacity at this airport is 1819 air traffic movements per hour. The main commercial terminal has two gates and four remote boarding positions.

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La PazMorelia International Airport

La PazMorelia International Airport is our seventhninth most important airport in terms of passenger traffic and air traffic movements, and our eighth most important airport in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2007, La Paz2010, Morelia International Airport was the twenty-firsttwenty-seventh busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 20072010, it accounted for approximately 2.7%2.1% of our terminal passenger traffic.

During 2007, La Paz In 2010, the Morelia International Airport served 630429.7 thousand terminal passengers. We estimate that approximately 90.9%56.4% of thesethe terminal passengers were domestic passengers.

A total of six airlines operate at the airport; the principal ones are Aeroméxico Connect, Continental and Volaris. Airlines operating at this airport provide service to 6 destinations. Of these destinations, Tijuana, Mexico City and Los Angeles are the most popular.

Morelia International Airport serves the city of Morelia and ten other municipalities in the immediate vicinity. The city of Morelia is the capital of the state of Michoacán, which has a population of approximately 4.4 million according to the Mexican National Population Council. Michoacán’s principal industry is agriculture, and it has a developing eco-tourism industry (primarily due to the seasonal presence of monarch butterflies).

Morelia International Airport operates 24 hours a day. Extended hours of operation serve the needs of passengers seeking off-hour, discount flights.

The airport has one runway with a length of 3,400 meters and a single main terminal building. The runway capacity at this airport is 11 air traffic movements per hour. The airport has two gates and nine remote boarding positions.

Aguascalientes International Airport

Aguascalientes International Airport is our tenth most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2010, Aguascalientes International Airport was the thirty-first busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2010, it accounted for approximately 1.5% of our terminal passenger traffic. During 2010, the airport served 294.1 thousand terminal passengers. Of these passengers, we estimate that approximately 75.2% were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of eightfive airlines operate at the airport, of whichairport; the most importantprincipal ones are Aerocalifornia, Aeroméxico Connect, American Eagle, Continental and Aeroméxico Connect. Aerocalifornia is headquartered in La Paz and uses the airport as its center of operations and maintenance.Aeromar. Airlines operating at this airport reach 14provide service to five destinations. Of these destinations Mexico City, Guadalajara and Tijuana, are the most popular.

La Paz International Airport serves the city of La Paz, located along the coast of the Gulf of California in the state of Baja California Sur, of which La Paz is the capital. Eco-tourism is a growing industry in La Paz due to the abundance of marine life found in the Gulf of California.

La Paz International Airport operates 16 hours daily between the hours of 7:00 a.m. and 11:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,500 meters in length and a single main commercial terminal. The runway capacity at this airport is 19 air traffic movements per hour. It also has three gates and seven remote boarding positions.

Aguascalientes International Airport

Aguascalientes International Airport is our tenth most important airport in terms of passenger traffic and contribution to revenue, eleventh in terms of air traffic movements. In 2007, Aguascalientes International Airport was the twenty-ninth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007, it accounted for approximately 2.0% of our terminal passenger traffic.

During 2007, the airport served 463 thousand terminal passengers. Of these passengers, we estimate that approximately 73.6% were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of eight airlines operate at the airport, the principal ones of which are Aeroméxico and Aerocalifornia. Airlines operating at this airport reach seven destinations. Of these destinations Mexico City, Los Angeles, Dallas and Houston are the most popular.

Aguascalientes International Airport serves the city of Aguascalientes and eight surrounding municipalities in the central state of Aguascalientes, which is located roughly 513 kilometers northwest of Mexico City. Manufacturing forms the basis of the region’s economy. One of Nissan’s main manufacturing plants in Mexico is located in the city of Aguascalientes.

Aguascalientes International Airport operates 12 hours daily between the hours of 7:00 a.m. and 7:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. It has two runways, one measuring 3,000 meters in length and the other (which is closed temporarily) measuring 1,000 meters, and a single main commercial terminal. The runway capacity at this airport is 2216 air traffic movements per hour. The airport has three gates and four remote boarding locations.

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Los Mochis International Airport

Los Mochis International Airport is our eleventh most important airport in terms of passenger traffic, and contribution to revenues, and eighth most important in terms of air traffic movements.movements and eleventh most important in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2007,2010, Los Mochis International Airport was the thirty-secondthirty-third busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 1.2% of our terminal passenger traffic.

Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. During 20072010 the airport served 290243.3 thousand terminal passengers, approximately 96.3%98.1% of which were domestic passengers. The area’s sport fishing and hunting attract both Mexican and foreign visitors. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations particularly are affected by Mexican economic conditions.conditions in Mexico.

A total of sixfive airlines operate at the airport,airport; the principal ones of which are Aeroméxico Aeroméxico Connect, Aeropacífico and Aerocalifornia.Interjet. Airlines operating at this airport reach 13provide service to seven destinations. Of these destinations, Mexico City, Tijuana, Guadalajara and TijuanaMonterrey are the most popular.

Los Mochis International Airport operates 14 hours daily between the hours of 7:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we are authorized to charge double our regular passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,000 meters in length as well as a single main commercial terminal. The runway capacity at this airport is 1912 air traffic movements per hour. The airport has three gates and four remote boarding positions.

Manzanillo International Airport

Manzanillo International Airport is our twelfth most important airport in terms of passenger traffic, and air traffic movements and twelfth in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2007,2010, Manzanillo International Airport was the thirty-sixththirty-ninth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2007,2010, it accounted for approximately 1.1%0.8% of both our total and terminal passenger traffic.

During 2007,2010, the airport served 249159.7 thousand terminal passengers. We estimate that approximately 48.4%48.1% of these passengers were domestic passengers and 51.6%51.9% of these passengers were international passengers.

A total of 11eight airlines operate at this airport, of which five –airport; the principal ones are Alaska Airlines Continental, Delta, Aeromar and Westjet – operate on a regular basis.Aeromar. The other five airlines operate only during the high tourist season (November to April). The principal destinations served by airlines at this airport are Mexico City, and Monterrey in Mexico, Houston, Los Angeles Phoenix and Minneapolis in the United States, and Vancouver, Calgary and Toronto in Canada.Houston.

Manzanillo International Airport serves the city of Manzanillo and six surrounding municipalities in the small Pacific coastal state of Colima. The city is located on the coast approximately 230 kilometers southeast of Puerto Vallarta and 520 kilometers northwest of Acapulco. The airport serves primarily tourists visiting coastal resorts in Colima and neighboring Jalisco. In recent years, passenger traffic at the Manzanillo International Airport has remained stable due to the increased popularity of Puerto Vallarta as a tourist destination and a decrease in investment in the tourism sector in Manzanillo.

Manzanillo International Airport operates 12 hours daily between the hours of 8:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and

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fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,200 meters. The runway capacity at this airport is 1311 air traffic movements per hour. The airport has four gates and fourfive remote boarding positions. In 2002

Our Non-Airport Subsidiaries:

Although we completedare a holding company that has subsidiaries operating each of our 12 airports, we also have three employee service company subsidiaries. The employee service companies are responsible for providing the expansionlabor force operating our airports. The airport subsidiaries themselves do not directly employ any personnel. Our employee service companies are i) Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”), ii) Corporativo de Servicios Aeroportuarios, S.A. de C.V. (“CORSA”), and iii) Puerta Cero Parking, S.A. de C.V. (“PCP”).

SIAP

SIAP was incorporated as a subsidiary in June 1998 to provide technical assistance and corporate services to our airport operating subsidiaries. SIAP was set up as part of the terminal building, thereby increasingMexican government’s privatization plan for the arrival areaairports operated by us. SIAP invoices our airports for three types of services:

SIAP employs the senior management at our corporate headquarters and at our commercial space.airports, and charges our airport operating subsidiaries for these personnel-related costs according to each airport operating subsidiary’s individual performance;

As part of the privatization plan that was implemented by the Mexican government in 1998, our strategic shareholder has the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement and a stockholders’ agreement. As a result of the participation agreement requirement, we entered into a 15-year technical assistance agreement with AMP, under which AMP agreed to provide technical assistance in exchange for an annual fee. Under this agreement, SIAP receives consulting services, technical assistance, and technological and industry knowledge and expertise to manage our airports. SIAP then invoices our airport operating subsidiaries for the fee paid to AMP. Also see “Item 5,Operating and Financial Review and Prospects – Operating Costs – Technical Assistance Fee and Concession Tax”); and

Our non-unionized employees, who were previously employed directly by the airports, were transferred to SIAP in May 2006. These employees are assigned to work on-site at each of our airports, and the costs for these employees are billed by SIAP to each airport subsidiary on a monthly basis.

CORSA

CORSA was incorporated as a subsidiary on November 8, 2007 and began operations in January 2008. CORSA hired all unionized employees that had been previously employed by the airport subsidiaries. CORSA’s employees work on-site at each of our airports.

PCP

PCP was incorporated as a subsidiary on November 28, 2007 and began operations in January 2008. PCP provides operating and administrative services for the airport parking lots that are part of our airport concessions. PCP currently employs both non-unionized and unionized employees.

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Principal Customers

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2007, 192010, 15 international airlines (considering all charter airlines as one client since we manage them through a single representative that is our actual client), and 1613 Mexican airlines operated flights at our 12 airports. Aeroméxico operates the most flights at our airports, with Mexicana, which discontinued operations in August 2010, and Volaris providing the second and third highest number of flights. In 2007,2010, revenues from Aeroméxico totaled Ps. 546.7553.3 million, of which Ps. 469.5511.0 million was derived from passenger charges, whilethe fees paid by passengers, representing 13.7% of the sum of our aeronautical and non-aeronautical revenues for 2010. Revenues from Mexicana through the day it discontinued operations and Volaris were Ps. 428.7million,328.9 million and Ps. 590.0 million respectively, of which Ps. 406.0301.4 million wasand Ps. 546.1 million respectively were derived from passenger charges, representing 15.3%8.1% and 12.0%14.7%, respectively, of the sum of our totalaeronautical and non-aeronautical revenues for 2007.2010. In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earned revenues are earned from landing charges, aircraft parking charges and the leasing of space to these airlines.

Until 2005 Consorcio Aeroméxico also owned Mexicana and its affiliate Click Mexicana (formerly known as Aerocaribe). On December 20, 2005, Consorcio Aeroméxico sold Mexicana and Click Mexicana to Grupo Posadas, S.A de C.V., the largest hotel operator in Mexico. Aeroméxico and Mexicana also control other airlines operating in our airports, including Aerocozumel and Aeromexpress, as well as the largest provider of baggage and ramp handling services at our airports, Servicios de Apoyo en Tierra, or SEAT, a joint venture between Aeroméxico and Mexicana.

Aeroméxico and Mexicana, along with Aeromar and Aeroméxico Connect, have in the past refused to pay certain increases in our airport service charges. On July 15, 2003, we entered into an agreement with the National Air Transportation Chamber of Commerce and the Ministry of Communications and Transportation pursuant to which we resolved existing disputes with our airlinesairline customers and established specific prices applicable to those airlines for 2003 and 2004 and a methodmethodology for retroactively applying those prices from 2000, since these airlines had refused to pay certain of our charges since that year. In March 2005, we entered into a renewal agreement with the National Air Transportation Chamber of Commerce for the years 2005 and 2006. In December 2006, we entered into a renewal agreement withWith the backing of the National Air Transportation Chamber of Commerce our principal airline customers agreed to enter into (a) contracts governing charges for 2007, 2008aeronautical services, (b) lease contracts for property used by the airlines and 2009, which also provided for an increase in(c) contracts governing collection of passenger charges. This renewalBy December 31, 2005, these airlines had entered into the new agreement is more focused onwith us and paid their back fees. In December 2006 we renewed our agreement for the support2007-2009 period, and developmentin February 2010 we renewed our agreement for the 2010-2011 period. These agreements represented (a) virtually all of the relevant contracts governing the collection of passenger charges, (b) a substantial majority of the agreements for the leasing of space in our terminals and increased frequencies(c) a substantial majority of new routes.the contracts governing our aeronautical services, in each case in terms of the total number agreements to be entered into. These agreements will be renegotiated during 2011.

Complementary Services Customers

Our principal complementary services clients are our twothree principal providers of baggage handling services, Menzies Aviation, S.A. de C.V. (“SEAT”) (a subsidiary of Grupo Aeroméxico and SEAT,Grupo Mexicana) and AGN Aviation Services, S.A. de C.V., which provided Ps. 36.419.8 million, Ps. 5.6 million and Ps. 3.4 million of the sum of aeronautical and non aeronautical revenues, respectively, each in the form of access fees in 2007. Although SEAT is the primary provider of complementary services in our airports, under our agreement with the National Air Transportation Chamber of Commerce described above, we earn only nominal revenues from SEAT.

2010. Our primary catering clients are Comisariato Gotre,Aerococina, S.A. de C.V. and Aerococina, S.A.Gate Gourmet & Maasa México, S. de R.L. de C.V., which provided Ps. 5.25.3 million and Ps. 5.00.9 million inof revenues, respectively, in the form of access fees respectively, in 2007.2010.

While we receive a fee from our complementary services clients equivalent to 10% to 15% of their reported sales, we receive only a fixed fee when a company is a subsidiary or affiliate of an airline. Among our three principal providers of baggage handling SEAT is the only subsidiary of airlines.

Principal Non-aeronauticalNon-Aeronautical Services Customers

At December 31, 2007,2010, we were party to approximately 775721 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty-free

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store operators, food and beverage providers, time share developers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies and tourist information and promotion services. As a result, our revenues from non-aeronautical services come from commercial customers that are spread across a large number of customers and therefore are therefore not dependent on a limited number of principal customers. In 2007,2010, our largest commercial customers in terms of revenues paid to us were Dufry México, S.A. de C.V. (duty-free stores; Ps. 69.1 million), Operadora Aeroboutiques, S.A. de C.V. (duty-free and convenience(convenience stores; Ps. 58.136.6 million), Unidad de Diseño y Comunicación, S.A. de C.V. (advertising; Ps. 31.6 million), Dufry México (duty-free stores, Ps. 21.333.3 million), Desarrolladores de los Cabos, S.A. de C.V. (time-share activities,developer; Ps. 16.8 million), Desarrolladores de Baja California Sur, S.A. de C.V. (time-share activities, Ps. 16.719.2 million), Estrategia Comercializadora del Pacífico, S.A. de C.V. (time-share activities,developer; Ps. 15.618.4 million)., Aerocomidas, S.A. de C.V. (food and beverages,beverages; Ps. 12.818.1 million), Servicios Inmobiliarios Alsea,and Desarrolladores de Baja California Sur, S.A. de C.V. (food and beverages,(time-share developer; Ps. 9.8 million), Comercial Ariete, S.A. de C.V. (car rentals, Ps. 7.4 million) and Teléfonos de México, S.A. de C.V. (public telephones, Ps. 7.216.0 million).

Seasonality

Our business is subject to seasonal fluctuations. In general, demand for air travel is typically higher during the summer months and during the winter holiday season, particularly in international markets, because there is more vacation travel during these periods. Our results of operations generally reflect this seasonality, but have also been impacted by numerous other factors that are not necessarily seasonal, including economic conditions, war or threat of war, terrorism or threat of terrorism, weather, air traffic control delays, health crises and general economic conditions, as well as the other factors discussed above. As a result, our results of operations for a quarterly period are not necessarily indicative of results of operations for an entire year, and historical results of operations are not necessarily indicative of future results of operations.

Competition

Excluding our airports servicing tourist destinations, our airports generally are natural monopolies in the geographic areas that they serve and generally do not face significant competition.

However, since our Puerto Vallarta, Los Cabos, La Paz and Manzanillo international airports are substantially dependent on tourists,tourism, these airports face competition from competing tourist destinations. We believe that the main competitors to these airports are those airports serving vacation destinations in Mexico, such as Acapulco and Cancún,Cancun, and abroad such as in Hawaii, Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America.

Additionally, in the future our Los Cabos airport may experience greater competition from the owner of a small private airport near Cabo San Lucas which received a permit to operate public service in March 2008 from the Ministry of Communications and Transportation. On November 4, 2009, this airport received authorization to operate regular commercial routes for domestic and international flights. During 2009, we commenced certain legal actions in order to preserve our market position, however, once the airport received authorization to operate commercial flights we could not continue our legal action against it. Therefore, we will implement commercial strategies to improve our level of service in order to ensure that we remain the best airport option for airlines serving the San Jose del Cabo and Cabo San Lucas corridor. Also, in order to serve the private aviation market, we started operations at our new state-of-the-art Fixed Base of Operations in Los Cabos Airport. This allowed us to increase our capacity, and we redesigned our fee structure in order to make our service the most attractive in the region.

In addition, the governorMexican government announced in the National Infrastructure Plan 2007-2012 (Programa Nacional de Infraestructura 2007-2012) (published in July 2007) that at least three new airports would be constructed between 2007 and 2012: the Riviera Maya airport, the Ensenada airport and the Mar de Cortés airport.

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On May 12, 2010 the Mexican government announced through the Ministry of Communications and Transportation the commencement of the statebidding process for the Riviera Maya airport and issued the requirements for that process. The Mexican government received proposals in April 2011. On April 25, 2011, the Company filed its proposal, in a consortium formed with Grupo México, S.A.B. de C.V., to participate in the bid for the Riviera Maya Airport project. On May 20, 2011, the Ministry of Quintana RooCommunications and Transportation released a communication saying that all proposals for this concession were found deficient and voided, including ours. Consequently, the international public bidding process for the construction, administration and operation of the airport located in the municipality of Tulum was declared deserted or void.

As of the date of this filing, the government has announcednot provided further information in respect to the Ensenada airport and the Mar de Cortés airport as to the expected type or size of these airports, and we cannot predict whether these airports, if they are constructed, will compete with our airports. Also see “Item 3,Risk Factors – Risk Related to the Regulation of our Business – The Mexican government could grant new concessions that the state is interested in developing a competing airport on the Mayan Riviera.compete with our airports.”

The relative attractiveness of the locations we serve is dependent on many factors, some of which are beyond our control. These factors include the general state of the Mexican economy and the attractiveness of other commercial and industrial centers in Mexico that may affect the attractiveness of Guadalajara, Tijuana and other growing industrial centers in our group, such as Hermosillo, León, Aguascalientes and Mexicali. In addition, with respect to Puerto Vallarta, Los Cabos, La Paz and Manzanillo, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes), security concerns, health crises and the development of new resorts that may be considered more attractive. There can be no assurance that the locations we serve will continue to attract the same level of passenger traffic in the future.

The Mexican Airport and Auxiliary Services Agency currently operates seven small airports in Mexico’s Pacific and central regions. We believe that these airports collectively account for only a small fraction of the passenger traffic in these regions.

REGULATORY FRAMEWORK

Sources of Regulation

The following are the principal laws, regulations and instruments that govern our business and the operation of our airports:

 

the Mexican Airport Law, enacted December 22, 1995;

 

  

the regulations under the Mexican Airport Law (“(Reglamento de la Ley de Aeropuertos), enacted February 17, 2000;

 

  

the Mexican Communications Law (“(Ley de Vías Generales de Comunicación), enacted February 19, 1940;

 

  

the Mexican Civil Aviation Law (“(Ley de Aviación Civil), enacted May 12, 1995;

 

the Mexican Federal Duties Law, revised on an annual basis;

the Mexican Federal Duties Law (Ley Federal de Derechos) , revised on an annual basis;

 

  

the Mexican National Assets Law (“(Ley de Bienes Nacionales), enacted May 20, 2004; and

 

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the concessions that entitle our subsidiaries to operate our 12 airports, which were granted on June 29, 1998 and amended on November 15, 1999.

The Mexican Airport Law and the regulations under the Mexican Airport Law establish the general framework regulating the construction, operation, maintenance and development of Mexican airport facilities. The Mexican Airport Law’s stated intent is to promote the expansion, development and modernization of Mexico’s airport infrastructure by encouraging investment and competition.

Under the Mexican Airport Law, a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to (a) entities considered part of “the federal public administration” as defined under Mexican law and (b) any private company the principal stockholdershareholder of which is a state or municipal government; (ii) concessions granted to operators of private airports (that have operated privately for five or more years) wishing to begin operating their facilities as public service airports and complying with certain requirements; and (iii) complementary concessions granted to existing concession holders that comply with certain requirements. Complementary concessions may be granted only under certain limited circumstances, such as where an existing concession holder can demonstrate, among other things, that the award of the complementary concession is necessary to satisfy passenger demand. On June 29, 1998, the Ministry of Communications and Transportation granted 12 concessions to operate, maintain and develop the 12 principal airports in Mexico’s Pacific and central regions to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, the process of selling 15% of our capital stock to our strategic stockholdershareholder pursuant to the privatization process was conducted through a public bidding process. Each of our concessions was amended on November 15, 1999 in order to, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.

On February 17, 2000, the regulations under the Mexican Airport Law were issued. We believe we are currently complying with the material requirements of the Mexican Airport Law and its regulations. Non-compliance with these regulations could result in fines or other sanctions being assessed by the Ministry of Communications and Transportation and are among the violations that could result in termination of a concession if they were to occur three or more times.

On May 20, 2004, a new Mexican National Assets Law was adopted and published in the Mexican Federal Gazette which, among other things, established regulations relating to concessions granted with respect to real property held in the public domain, including the airports that we operate. The new Mexican National Assets Law established new grounds for revocation of concessions for failure to pay applicable taxes, but does not specify which taxedtaxes must be paid, including whether certain taxes to municipalities must be paid by a concessionaire.

To the best of our knowledge as of the date hereof, the constitutionality of the new Mexican National Assets Law has not been challenged in Mexico’s court system. If challenged in the future, a court could declare a contested application of a given tax to be void or determine an alternate amount.

Role of the Ministry of Communications and Transportation

The Ministry of Communications and Transportation is the principal regulator of airports in Mexico and is authorized by the Mexican Airport Law to perform the following functions:

 

plan, formulate and establish the policies and programs for the development of the national airport system;

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construct, administer and operate airports and airport-related services for the public interest;

 

grant, modify and revoke concessions for the operation of airports;

 

establish air transit rules and rules regulating take off and landing schedules through the Mexican Air Traffic Control Authority;

 

take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services, and set forth the minimum operating conditions for airports;

 

establish safety regulations;

 

close airports entirely or partially when safety requirements are not being satisfied;

 

monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions;

 

maintain the Mexican aeronautical registry for registrations relating to airports;

 

impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions;

 

approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder;

 

approve the master development programs prepared by each concession holder every five years;

 

determine each airport’s maximum rates;

 

approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and

 

perform any other function specified by the Mexican Airport Law.

In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The Ministry of Communications and Transportation provides these services through the Mexican Air Traffic Control Authority, which is a division of the Ministry of Communications and Transportation. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.

New Regulatory AgencyInitiatives

The Ministry of Communications and Transportation has announced that it intendsintended to establish a new regulatory agency. This new agency iswas expected to be authorized to monitor our activities and those of the other airport groups, enforce applicable regulations, propose amendments to concessions, set maximum rates, resolve disputes between concession holders and airport users (such as airlines) and collect and distribute information relating to the airport sector. The proposal madeAn initiative was introduced in Mexico’s Congress in October 2007on February 26, 2009 to amendestablish such an agency and reform a substantial part of the current Mexican Airport Law, would establish such an agency. However, this initiative has not been approved, and no date forbut

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it was rejected by the establishmentlegislature on April 20, 2010. See “– Report of this new regulatory agency has been publicly announced. Similarly, a recent bill inthe Federal Competition Commission on Mexico’s Congress proposes to establish a Federal Airport Services Commission.Airports” further below.

Concession Tax

Under the Mexican Federal Duties Law, each of our subsidiary concession holders is required to pay the Mexican government a concession tax based on its gross annual revenues (excluding revenues from improvements to concession assets) from the use of public domain assets pursuant to the terms of its concession. Currently, this concession tax is set at a rate of 5% and may be revised annually by the Mexican Congress. Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax.

Scope of Concessions

We hold concessions granted to us by the Mexican government to use, operate, maintain and develop 12 airports in the Pacific and central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term, each of which terms began on November 1, 1998. This initial term of each of our concessions may be renewed for one or more terms for up to an additional 50 years, subject to the concession holder’s acceptance of any new conditions imposed by the Ministry of Communications and Transportation and to its compliance with the terms of its concession. Each of the concessions held by our subsidiary concession holders allows the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and the regulations thereunder; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, these assets, together with any improvements thereto, automatically revert to the Mexican government.

Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law. The security regulations must be implemented in accordance with the requirements set forth in the National Program for Airport Security (Plan Nacional de Seguridad Aeroportuaria). In addition, the regulations pertaining to the Mexican Airport Law specify that an airport

concession holder is responsible for inspecting passengers and their carry-on baggage before they approach the departure gates and specify that the transporting airline is responsible for the inspection of checked baggage and cargo. If public order or national security is endangered, the competent federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.

In 2005, the Mexican government issued a policy letter (carta de política) calling for all checked baggage on international commercial flights beginning in January 2006, and on domestic commercial flights beginning in July 2006, to undergo a new comprehensive screening process. Because of uncertainty over the policy letter’s implementation, the new screening process has been delayed. In particular, the policy letter does not specify which parties should bear responsibility for the new screening process. Although the Mexican Airport Law clearly specifiesexpressly indicates that airlines bear the responsibility for baggage screening, the fact that the policy letter is silent as to responsibility has caused some of our airline customers to contend that the policy letter’s intent is for airport concessionaires, such as us, to bear responsibility for the new screening process. In addition, certain questions have been raised regarding the constitutionality of the new screening process (in particular, as regards searches outside of the presence of the owners of baggage).process. The Mexican Bureau of Civil Aviation is expected to issue regulations implementing the policy letter, but these may not address the questions of responsibility and constitutionality that have been raised. We maintain that the new policy will not be implemented at our airports until we enter into a written agreement with our airline customers regarding the allocation of cost and responsibility.

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The new process is expected to require the installation of new screening equipment and that baggage be checked manually if the equipment signals the potential presence of prohibited items. In December 2009 the Company signed a supply contract with Rapiscan Systems for the purchase and installation of new baggage screening equipment. Installation has been completed at 6 of our 12 airports, and we expect the process to be completed at our other airports during 2011. Although we incurred significant capital expenditures installing this screening system, we believe that the operation of this equipment is the responsibility of our airline customers under the Mexican Airport Law. However, if it is determined that it is our responsibility to operate the screening systems, we would do so only after we reach a written agreement with our airline customers regarding the allocation of cost and responsibility. If we are required to operate the new screening systems equipment our exposure to liability could increase. We expect to incur ongoing expenses to maintain the equipment purchased, and we could be required to undertake significant additional capital expenditures for investments in items such as new screening technologies or additional equipment.

The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the Ministry of Communications and Transportation. No agreement documenting liens approved by the Ministry of Communications and Transportation may allow the beneficiary of a pledge to become a concession holder under any circumstances.

A concession holder may not assign any of its rights or obligations under its concession without the authorization of the Ministry of Communications and Transportation. The Ministry of Communications and Transportation is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the Ministry of Communications and Transportation may require.

General Obligations of Concession Holders

The concessions impose certain obligations on the concession holders, including, among others, (i) the obligation to pay the concession tax described above, (ii) the obligation to deliver concession services in a continuous, public and non-discriminatory manner, (iii) the obligation to maintain the airports in good working condition and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the master development programs and the concessions.

Each concession holder and any third party providing services at an airport is required to carry insurance in specified amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Communications and Transportation. To date, the Ministry of Communications and Transportation has not specified the required amounts of insurance. We cannot assure you that we will notmay be required to obtain additional insurance once these amounts are specified.

We and our subsidiary concession holders are jointly and severally liable to the Ministry of Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the master development programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of the concession held by any one of our subsidiaries, the Ministry of Communications and Transportation is entitled to revoke the concessions held by all of our subsidiaries.

Substantially all of the contracts entered into prior to August 25, 1999 by the Mexican Airport and Auxiliary Services Agency with respect to each of our airports were assigned to the relevant concession holder for each airport. As part of this assignment, each concession holder agreed to indemnify the

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Mexican Airport and Auxiliary Services Agency for any loss suffered by the Mexican Airport and Auxiliary Services Agency due to the concession holder’s breach of its obligations under an assigned agreement.

Classification of Services Provided at Airports

The Mexican Airport Law and the regulations thereunder classify the services that may be rendered at an airport into the following three categories:

 

  

Airport Services. Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services. These services include the following:

 

Thethe use of airport runways, taxiways and aprons for landing, aircraft parking and departure;

 

the use of hangars, passenger walkways, transport buses and car parking facilities;

 

the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids;

 

the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and

 

the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis).

  

Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include: ramp and handling services, passenger check-in, aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.

 

  

Commercial Services. Commercial services are services that are not considered essential to the operation of an airport or aircraft, and include, among other things, retailers, restaurants, banks and advertisers to which we lease space.

A third party rendering airport, complementary or commercial services is required to do so pursuant to a written agreement with the relevant concession holder. We have not entered into any agreement with a third party with respect to the provision of airport services as we provide these services ourselves. All agreements relating to airport or complementary services are required to be approved by the Ministry of Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers are required to be corporations incorporated under Mexican law.

Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at

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no cost to military aircraft and aircraft performing national security activities. The concession holders have not and do not provide complementary services as these services are provided by third parties.

In the event offorce majeure, the Ministry of Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address theforce majeureevent. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event offorce majeure.

A concession holder is also required to allow for a competitive market for complementary services. A concession holder may only limit the number of providers of complementary services in its airport due to space, efficiency and safety considerations. If the number of complementary service providers must be limited due to these considerations, contracts for the provision of complementary services must be awarded through competitive bidding processes.

Master Development Programs

Each concession holder is required to submit to the Ministry of Communications and Transportation a master development program describing, among other things, the concession holder’s construction and maintenance plans.

Each master development program is required to be updated every five years and resubmitted for approval to the Ministry of Communications and Transportation. Upon such approval, the master development program is deemed to constitute a part of the relevant concession. Any major construction, renovation or expansion of an airport may only be made with the approval of the Ministry of Communications and Transportation, typically provided pursuant to a concession holder’s master development program or upon approval by the Ministry of Communications and Transportation.program. Information required to be presented in the master development program includes:

 

airport growth and development expectations;

 

15-year projections for air traffic demand (including passenger, cargo and operations);

 

construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment;

 

a binding five-year detailed investment program and planned major investments for the following ten years;

 

descriptive airport plans specifying the distinct uses for the corresponding airport areas;

 

any financing sources; and

 

environmental protection measures.

Each concession provides for a 24-month period for the preparation and submission of the concession holder’s master development program, and requires the concession holder to engage recognized independent consultants to conduct polls among airport users with respect to current and expected quality standards, and to prepare air traffic projections and assess investment requirements. The concession holder must submit a draft of the master development program to an operations committee (Comité de Operación y Horarios),composed of each of the airport’s principal users, for their review and comments six months prior to its submission for approval to the Ministry of Communications and Transportation. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new master development program to the Ministry of Communications and Transportation.

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The Ministry of Communications and Transportation may request additional information or clarification as well as seek further comments from airport users. The Ministry of Defense (Secretaría de Defensa Nacional) may also opine on the master development programs.

Any major construction project, renovation or expansion relating to an airport can only be done pursuant to the master development program of the concession holder or with the approval of the Ministry of Communications and Transportation. We are required to spend the full amounts set forth in each investment program under our master development programs.

Changes to a master development program including the related investment program require the approval of the Ministry of Communications and Transportation, except for emergency repairs and minor works that do not adversely affect an airport’s operations.

In December 2004, the Ministry of Communications and Transportation approved the master development programs for each of our subsidiary concession holders for the 2005 to 20092005-2009 period. We determined to allocate a majorityallocated 71.5% of our investments for the 2005-to-20092005-2009 period to the Guadalajara, Los Cabos, Puerto Vallarta and Tijuana airports.

In December 2009, the Ministry of Communications and Transportation approved the master development programs for each of our five largestsubsidiary concession holders for the 2010-2014 period. We allocated 83.6% of our investments for the 2010-2014 period to the Guadalajara, Los Cabos, Puerto Vallarta and Tijuana airports.

Our master development programs are approved by the Ministry of Communications and Transportation for periods of five years, as stated in our concessions. We are required to comply with the five-year-periodfive-year period investment obligations under master development programs, and the Ministry of Communications and Transportation may apply sanctions if we do not so comply. Recently, the Ministry of Communications and Transportation has reviewed our compliance on an annual basis. The Ministry of Communications and Transportation may choose to do this revision officially and apply sanctions on an annual basis if it determines that we have failed in our investment obligations. The Ministry of Communications and Transportation has certified our compliance with our Master Development Program for each year during the five-year period from 2005-2009. In addition, the Ministry of Communications and Transportation has certified our compliance with our Master Development Program for 2010.

Aeronautical Services Regulation

The Mexican Airport Law directs the Ministry of Communications and Transportation to establish price regulations for services for which there is no competitive market, as determined by the Mexican Antitrust Commission. In 1999, the Mexican Antitrust Commission issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the Ministry of Communications and Transportation to establish regulations governing the prices that may be charged for airport services and access fees that may be charged to third parties rendering complementary services in our airports. On November 15, 1999, a new regulation, the Rate Regulation (Regulación Tarifaria), was incorporated within the terms of each of our concessions. This regulation provides a framework for the setting by the Ministry of Communications and Transportation of five-year maximum rates.

Regulated Revenues

The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of airport facilities by airlines and passengers and principally consist of a fee for each departing passenger, aircraft landing fees based on an aircraft’s weight and arrival time, an aircraft parking

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fee, a fee for the transfer of passengers from an aircraft to the terminal building, and a security charge for each departing passenger.passenger and the leasing of space and access fees collected from third parties that provide complementary services at our airports.

Since January 1, 2000, all of our revenues from aeronautical services have been subject to a price regulation system established by the Ministry of Communications and Transportation. Under this price regulation system, the Ministry of Communications and Transportation establishes a maximum rate for each airport for every year in a five-year period. The maximum rate is the maximum amount of revenues per workload unit that may be earned at an airport each year from regulated revenuesrevenue sources. Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. We are able to set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenues from regulated services at an airport do not exceed the maximum rate per workload unit at that airport. Each year, the Ministry of Communications and Transportation certifies that our regulated revenues divided by workload units are equal to or below the established maximum rate for the period. For the five-year period from 2005 to 2009, the Ministry of Communications and Transportation certified that we have not collected revenues in excess of the permitted levels. The Ministry of Communications and Transportation’s review of our maximum rates for 2010 is still pending. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic permit greater revenues overall within each five-year interval for which maximum rates are established.

On July 15, 2003, we entered into an agreement with the National Air Transportation Chamber of Commerce (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation pursuant to which we resolved existing disputes with our principal airline customers and established specific prices for aeronautical services applicable to those airlines for 2003 and 2004 and a methodology for retroactively applying those prices from 2000, since these airlines had refused to pay certain of our charges since that year. In March 2005, we renewed anentered into a renewal agreement with the National Air Transportation Chamber of Commerce for 2005 and 2006. With the backing of the National Air Transportation Chamber of Commerce, our principal airline customers agreed to enter into (a) contracts governing charges for aeronautical services, (b) lease contracts for property used by the airlines and (c) contracts governing collection of passenger charges. By December 31, 2005, these customers that expired at year-end 2006.airlines had entered into the new agreement with us and paid their back fees. In December 2006 a newwe renewed our agreement was signed that covers an increasing percentagefor the 2007-2009 period, and in February 2010 we renewed our agreement for the 2010-2011 period. These agreements represented (a) virtually all of totalthe relevant contracts governing the collection of passenger charges, over the years 2007, 2008 and 2009 and has set prices for each aeronautical service over this three-year period, with increases only possible as(b) a resultsubstantial majority of the averageagreements for the leasing of increasesspace in our terminals and (c) a substantial majority of the Consumer Price Index (Índice Nacional de Precios al Consumidor) andcontracts governing our aeronautical services, in each case in terms of the Producers Price Index Excluding Petroleum (Índice Nacional de Precios al Productor, excluyendo petróleo) published by the Mexican Central Bank.total number agreements to be entered into. These agreements will be renegotiated during 2011.

In 2007,2010, approximately 80.9%67.6% of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates.rates (79.6% of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services subject to price regulation under our maximum rates).

Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not regulated under our maximum-rate price regulation system and are therefore not subject to a ceiling.ceiling under any regulation. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see “Item 5,Operating and Financial Review and Prospects—Prospects – Classification of Revenues.Revenues.

Maximum Rates for 2005 through 2009

Each airport’s maximum rate is determined by the Ministry of Communications and Transportation based on a general framework established in our concessions. This framework reflects,

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among other factors, projections of an airport’s revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services and projected annual efficiency adjustments determined by the Ministry of Communications and Transportation. The schedule of maximum rates for each airport is to be established every five years.

Maximum Rates for 2010 through 2014

In December 2004,2009, the Ministry of Communications and Transportation set new airport maximum rates for the five-year period from January 1, 20052010 through December 31, 2009.

2014. The following tables settable sets forth the maximum rates for each of our airports under the master development programs that went into effect as of January 1, 2005.2010. These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under “SpecialSpecial Adjustments to Maximum Rates.Rates.

Current Maximum Rates(1)

 

    Year ended December 31,  Year ended December 31, 
    2005    2006    2007    2008    2009  2010   2011   2012   2013   2014 

Guadalajara

    Ps. 109.70    Ps. 108.88    Ps. 108.06    Ps. 107.25    Ps. 106.44   112.00     111.22     110.44     109.66     108.90  

Tijuana

    87.50    86.83    86.18    85.54    84.90   99.18     98.49     97.80     97.11     96.43  

Puerto Vallarta

    133.94    132.95    131.94    130.95    129.97   137.91     136.94     135.98     135.03     134.09  

Los Cabos

    139.17    138.13    137.10    136.07    135.05   143.14     142.14     141.14     140.16     139.17  

Hermosillo

    95.27    94.55    93.85    93.14    92.45   97.63     96.95     96.27     95.60     94.93  

Guanajuato

    126.37    125.43    124.48    123.55    122.62   130.69     129.77     128.87     127.96     127.07  

La Paz

   122.34     121.48     120.63     119.79     118.95  

Morelia

    140.23    139.17    138.13    137.10    136.07   136.01     135.06     134.11     133.17     132.24  

La Paz

    126.15    125.20    124.27    123.34    122.42

Mexicali

   99.65     98.95     98.26     97.57     96.89  

Aguascalientes

    117.30    116.42    115.55    114.67    113.81   113.38     112.59     111.80     111.02     110.24  

Mexicali

    103.01    102.24    101.47    100.70    99.95

Los Mochis

    120.50    119.59    118.69    117.81    116.92   116.85     116.03     115.22     114.41     113.61  

Manzanillo

    133.07    132.07    131.08    130.09    129.12   128.37     127.47     126.58     125.69     124.81  

 

(1)Expressed in constant pesos as of December 31, 2007 (using the Mexican Producer Price Index, excluding petroleum, and applying(applying the efficiency factor year over year).

Methodology for Determining Future Maximum Rates

The Rate Regulation provides that each airport’s annual maximum rates are to be determined in five-year intervals based on the following variables:

 

Projections for the following fifteen years of workload units, (each of which is equivalent to one terminal passenger or 100 kilograms of cargo), operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation. The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s master development program for the following fifteen years.years;

 

Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality standards for services to be derived from the master development programs.programs;

 

Reference values, which initially were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value.value;

 

A discount rate to be determined by the Ministry of Communications and Transportation. The concessions provide that the discount rate shall reflect the cost of capital to Mexican and international companies in the airport industry (on a pre-tax basis), as well as Mexican economic conditions. The concessions provide that the discount rate shall be at least equal to the average yield of long-term Mexican government debt securities quoted in the international markets during the prior 24 months plus a risk premium to be determined by the Ministry of Communications and Transportation based on the inherent risk of the airport business in Mexico.

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international companies in the airport industry (on a pre-tax basis), as well as Mexican economic conditions. The concessions provide that the discount rate shall be at least equal to the average yield of long-term Mexican government debt securities quoted in the international markets during the 24 months prior to the date of the negotiations plus a risk premium to be determined by the Ministry of Communications and Transportation based on the inherent risk of the airport business in Mexico; and

An efficiency factor to be determined by the Ministry of Communications and Transportation. For the five-year period ending December 31, 2009, theThe maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75%. for the five-year period from January 1, 2005 through December 31, 2009 and 0.70% for the five-year period from January 1, 2010 through December 31, 2014.

Our concessions specify a discounted cash flow formula to be used by the Ministry of Communications and Transportation to determine the maximum rates that, given the projected pre-tax earnings, the efficiency adjustment, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates. We prepareprepared a proposal to submit to the Ministry of Communications and Transportation establishing the values we believe should be used with respect to each variable included in the determination of maximum rates, including the efficiency factor, projected capital expenditures and the discount rate. The maximum rates ultimately established by the Ministry of Communications and Transportation historically have resulted from a negotiation between the Ministry of Communications and Transportation and us regarding these variables. Once the maximum rates are established, they must be adjusted each year by the efficiency factor and by the Mexican Producer Price Index (Índice Nacional de Precios al Productor) excluding petroleum.

The concessions provide that each airport’s reference values and discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the Ministry of Communications and Transportation or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we are able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for any shortfall.

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the Ministry of Communications and Transportation may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in Mexico City.the Federal District (Mexico City). On December 31, 2007,January 1, 2011, the daily minimum wage in Mexico City was Ps. 50.6.59.82. As a result, the maximum penalty at such date could have been Ps. 2.53.0 million (U.S.$ 0.2 million)241,550) per airport.

Our concessions provide that, during 2000 and 2001, our calculation of workload units (one passenger or 100 kilograms of cargo) would include transit passengers. Beginning January 1, 2002,As established by the Ministry of Communications and Transportation, established that the calculation of workload units woulddoes not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of cargo.

Special Adjustments to Maximum Rates

Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:

 

  

Change in law or natural disasters.A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and

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environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds would be approved.

  

Macroeconomic conditions.A concession holder may request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican gross domestic product in a 12-month period, the workload units processed in the concession holder’s airport are less than those projected when its master development program was approved. To grant an adjustment under these circumstances, the Ministry of Communications and Transportation must have already allowed the concession holder to decrease its projected capital improvements under its master development program as a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds would be approved.

 

  

Increase in concession tax under Mexican Federal Duties Law.An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved.

 

  

Failure to make required investments or improvements.The Ministry of Communications and Transportation annually is entitled to reviewreviews each concession holder’s compliance with its master development program (including the provision of services and the making of capital investments). If a concession holder fails to satisfy any of the investment commitments contained in its master development program, the Ministry of Communications and Transportation is entitled to decrease the concession holder’s maximum rates and assess penalties.

 

  

Excess revenues.In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the Ministry of Communications and Transportation is also entitled to assess penalties against the concession holder.

Ownership Commitments and Restrictions

The concessions require us to retain a 51% direct ownership interest in each of our 12 concession holders throughout the term of these concessions. Any acquisition by us or by one of our concession holders of any additional airport concessions or of a beneficial interest of 30% or more of another concession holder requires the consent of the Mexican Antitrust Commission. In addition, the concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.

Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5% or more of the shares of a holder of an airport concession. We, and each of our subsidiaries, are similarly restricted from owning 5% or more of the shares of any air carrier.

Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in a holder of an airport concession.

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Reporting, Information and Consent Requirements

Concession holders and third parties providing services at airports are required to provide the Ministry of Communications and Transportation access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each concession holder is obligated to maintain statistical records of operations and air traffic movements in its airport and to provide the Ministry of Communications and Transportation with any information that it may request. Each concession holder is also required to publish its annual audited consolidated financial statements in a principal Mexican newspaper within the first four months of each year.

The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the Ministry of Communications and Transportation for such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:

 

if a person acquires 35% or more of the shares of a concession holder;

 

if a person has the ability to control the outcome of meetings of the stockholdersshareholders of a concession holder;

 

if a person has the ability to appoint a majority of the members of the board of directors of a concession holder; and

 

if a person by any other means acquires control of an airport.

Pursuant to the regulations under the Mexican Airport Law, any company acquiring control of a concession holder is deemed to be jointly and severally liable with the concession holder for the performance of the terms and conditions of the concession.

The Ministry of Communications and Transportation is required to be notified upon any change in a concession holder’s chief executive officer, board of directors or management. A concession holder is also required to notify the Ministry of Communications and Transportation at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation or spin-off of the concession holder.

Penalties and Termination and Revocation of Concessions and Concession Assets

Termination of Concessions

Under the Mexican Airport Law and the terms of the concessions, a concession may be terminated upon any of the following events:

 

the expiration of its term;

 

its surrender by the concession holder;

 

the revocation of the concession by the Ministry of Communications and Transportation;

 

  

the reversion (rescate) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure);

 

  

the inability to achieve the purpose of the concession, except in the event offorce majeure;

 

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the dissolution, liquidation or bankruptcy of the concession holder; or

 

the failure by the concession holder to satisfy the shareholding obligations set forth in the concession.

Following a concession’s termination, the concession holder remains liable for the performance of its obligations during the term of the concession.

Revocation of Concessions

A concession may be revoked by the Ministry of Communications and Transportation under certain conditions, including:

 

the failure by a concession holder to operate, maintain and develop an airport pursuant to the terms established in the concession;

 

the failure by a concession holder to maintain insurance as required under the Mexican Airport Law;

 

the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law;

 

any alteration of the nature or condition of an airport’s facilities without the authorization of the Ministry of Communications and Transportation;

 

use, with a concession holder’s consent or without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican Air Traffic Control Authority, or that is involved in the commission of a felony;

knowingly appointing a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws;

 

the failure by the concession holder to pay the Mexican government the airport concession tax;

 

failure to own at least 51% of the capital stock of subsidiary concession holders;

 

violation of the safety regulations established in the Mexican Airport Law and other applicable laws;

 

total or partial interruption of the operation of an airport or its airport or complementary services without justified cause;

 

the failure to maintain an airport’s facilities;

 

the provision of unauthorized services;

 

the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider;

 

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charging prices higher than those registered with the Ministry of Communications and Transportation for regulated services or exceeding the applicable maximum rate;

 

any act or omission that impedes the ability of other service providers or authorities to carry out their functions within an airport; or

 

any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession.

The Ministry of Communications and Transportation is entitled to revoke a concession without prior notice as a result of the first six events described above. In the case of other violations, a concession may be revoked as a result of a violation only if sanctions have been imposed at least three times with respect to the same violation.

Pursuant to the terms of our concessions, in the event the Ministry of Communications and Transportation revokes one of our concessions, it is entitled to revoke all of our concessions.

According to the Mexican National Assets Law, the surface area of our airports and improvements on such space are government-owned assets. A concession concerning government-owned assets may be “rescued”,“rescued,” or revert to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest. In exchange, the Mexican government is required to pay compensation as determined by expert appraisers.

Following a declaration of reversion (rescate), the assets that were subject to the concession are automatically returned to the Mexican government.

In the event of war, public disturbances or threats to national security, the Mexican government may assume the operation (requisa) of any airport, airport and complementary services as well as any other airport assets. Such government action may exist only during the duration of the emergency. Except in the case of war, the Mexican federal government is required to compensate all affected parties for any damages or losses suffered as a result of such government action. If the Mexican government and a concession holder cannot agree as to the appropriate amount of damages or losses, the amount of damages must be determined by experts jointly appointed by both parties and the amount of losses must be determined based on the average net income of the concession holder during the previous year.

The Mexican Airport Law provides that a sanction of up to 200,000 times the minimum daily wage in Mexico City may be assessed for a failure to comply with the law or terms of a concession. Such sanction may be duplicated in the event of reiterative failures to comply. On December 31, 2007,January 1, 2011, the daily minimum wage in Mexico City was Ps. 50.6.59.82. As a result, the maximum penalty at such date was Ps. 10.112.0 million (U.S.$ 0.91.0 million) for an individual failure to comply.

Consequences of Termination or Revocation of a Concession

Upon termination, whether as a result of expiration or revocation, the real estate and fixtures that were the subject of the concession automatically revert to the Mexican government. In addition, upon termination, the Mexican federal government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the Ministry of Communications and Transportation. Alternatively, the Mexican government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder. In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be

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conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser appointed by the Mexican government.

The Mexican Communications Law, however, provides that upon expiration, termination or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government, at no cost, and free of any liens or other encumbrances. There is substantial doubt as to whether the provisions of our concessions would prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our concessions the assets used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Concessions

The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The Federal Competition Commission has the power, under certain circumstances, to prohibit a party from bidding and to cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:

 

any person who holds a permit to operate a civil aerodrome and intends to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession,concession;

 

a current concession holder when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession,concession;

 

a current concession holder when it is in the public interest for its airport to be relocated,relocated;

 

entities in the federal public administration,administration; and

 

commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports.

Environmental Regulation

Our operations are subject to Mexican federal, state and municipal laws and regulations relating to the protection of the environment. The major federal environmental laws applicable to our operations are: (i) the General Law of Ecological Balance and Environmental Protection (Ley General de Equilibrio Ecológico y Protección Ambiental) (the “General, or the General Environmental Law”)Law) and its regulations, which are administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and enforced by the Ministry’s enforcement branch, the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente); (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos) (the “Law, or the Law on Waste”)Waste), which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Office for the Protection of the Environment; and (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced

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by the National Waters Commission (Comisión Nacional del Agua), also a branch of the Ministry of the Environment and Natural Resources.

Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, land use, soil contamination, noise control, hazardous waste, environmental audits and

natural protected areas. The General Environmental Law also regulates, among other things, vibrations, thermal energy soil contamination and visual pollution, although the Mexican government has not yet issued enforceable regulation on the majority of these matters. The General Environmental Law also provides that companies that contaminate soils are responsible for their clean-up. Further, according to the Law on Waste, which was enacted in January 2004, owners and/or possessors of real property with soil contamination are jointly and severally liable for the remediation of such contaminated sites, irrespective of any recourse or other actions such owners and/or possessors may have against the contaminating party, and aside from the criminal or administrative liability to which the contaminating party may be subject. Restrictions on the transfer of contaminated sites also exist. The Law on Waste also regulates the generation, handling and final disposal of hazardous waste.

Pursuant to the National Waters Law, companies that discharge waste waters into national water bodies must comply with, among other requirements, maximum permissible contaminant levels in order to preserve water quality. Periodic reports on water quality must be provided to competent authorities. Liability may result from the contamination of underground waters or recipient water bodies. The use of underground waters is subject to restrictions pursuant to our concessions and the National Waters Commission.

In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the environmental laws described above, establish standards relating tolimits on air emissions, waste water discharges, the generation, handling and disposal of hazardous waste and noise control, among other matters. As of December 31, 2007,2010, Mexican Official Norms on soil contamination and waste management were in the process ofstill being developed. Although not enforceable, the internal administrative criteria on soil contamination of the Federal Office for the Protection of the Environment are widely used as guidance in cases where soil remediation, restoration or clean-up is required.

The Federal Office for the Protection of the Environment can bring administrative, civil and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities and impose a variety of sanctions. Companies in Mexico are required to obtain proper authorizations, licenses, concessions or permits from competent environmental authorities for the performance of activities that may have an impact on the environment or that may constitute a source of contamination. Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Ministry of the Environment and Natural Resources, the Federal Office for the Protection of the Environment and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.

Prior to the opening of Mexico’s airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits had to be performed at each of our airports. Based on the results of these audits, the Federal Office for the Protection of the Environment issued recommendations for improvements and corrective actions to be taken at each of our airports. In connection with the transfer of the management of our airports from our predecessor, we entered into environmental compliance agreements with the Federal Office for

the Protection of the Environment on January 1, 1999 and July 12, 2000 pursuant to which we agreed to comply with a specific action plan and adopt specific actions within a determined time frame.

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The Federal Office for the Protection of the Environment has confirmed that we have complied with all of the relevant environmental requirements derived from the aforementioned environmental audits at, and has issued compliance certificates for all of our airports other than Guadalajara.airports. These certificates, which are known as Environmental ComplianceQuality Certificates (Certificados de CumplimientoCalidad Ambiental) certify compliance with applicable Mexican environmental laws, regulations and applicable Mexican Official Norms and must be renewed periodically.

During the remainder2010, our Environmental Management System implemented at our Aguascalientes, Guanajuato, La Paz and Morelia airports under ISO 14001:2004 was certified. This Environmental Management System will be implemented at all of 2007, we must obtain renewals for our airports in Aguascalientes, Morelia, Manzanillo, La Pazorder to standardize our practices and Mexicali. We are in the process of completing the certification process in respect ofto improve our Guadalajara airport with the Federal Office for the Protection of the Environment.environmental performance.

Liability for Environmental Noncompliance

The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998 and for any failure by the Mexican Airport and Auxiliary Services Agency prior to November 1, 1998 to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. Although there can be no assurance, we believe that we are entitled to indemnification for any liabilities related to the actions our predecessor was required to perform or refrain from performing under applicable environmental laws and under its agreements with environmental authorities. For further information regarding these liabilities, see Note 17.c21.c to our audited consolidated financial statements.

The level of environmental regulation in Mexico has significantly increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent. We expect this trend to continue and expect additional norms to be imposed by the North American Agreement on Environmental Cooperation entered into by Canada, the United States and Mexico in the context of the North American Free Trade Agreement, as well as by other international treaties on environmental matters. We do not expect that compliance with Mexican federal, state or municipal environmental laws currently in effect will have a material adverse effect on our financial condition or results of operations. However, there can be no assurance that environmental regulations or the enforcement thereof will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition.

Report of the Federal Competition Commission on Mexico’s Airports

On October 1, 2007, the Chairman of Federal Competition Commission (Comisión Federal de Competencia, or the Competition Commission) released an independent report on the competitiveness of Mexico’s airports relative to each other and to international airports. The report alleged that, between 2001 and 2007, operating income (expressed as a percentage of total revenues) of Mexican airports was relatively high when compared with a sample of fifty international airports. In addition, the report suggested that aeronautical services charges at Mexican airports were more expensive than at most of the fifty comparison airports. The report also claimed that operating income at Mexican airports had increased principally as a result of increased passenger traffic, rather than increases in operating efficiency. To that end, the Competition Commission Chairman’s report made the following recommendations as ways to increase efficiency at Mexican airports:

make economic efficiency a basis of tariff regulation for new concessions;

include commercial services income as one of the factors in determining tariffs for new concessions;

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strengthen the independence of the regulatory agency, and increase the transparency of airport regulation;

promote greater efficiency in scheduling at saturated airports;

promote greater competition between airports;

eliminate the Mexican Airport and Auxiliary Services Agency’s, or ASA, role as exclusive fuel service provider;

eliminate barriers to entry for taxi providers at airports; and

be mindful of vertical integration among airports and airlines.

The Ministry of Communications and Transportation issued a response to the Competition Commission Chairman’s report that noted, among other matters, that according to its own calculations, Mexico’s airport charges were lower than 36 of the 50 international airports against which they were compared. We also issued a joint press release along with the other two Mexican airport groups, Grupo Aeroportuario del Sureste and Grupo Aeroportuario del Centro Norte, questioning the calculations and the comparisons drawn in the Competition Commission Chairman’s report and stating that we are committed to participating in a comprehensive review of the report in order to demonstrate our commitment to the efficient development of the airport sector. In addition, initiatives in the past have been introduced in the Mexican Congress to make certain reforms to the Mexican Airport Law that, if enacted, could have a material adverse effect on us. For instance, on February 26, 2009, a legislative initiative was filed with the Chamber of Representatives (Cámara de Diputados) of the Mexican Congress. This initiative sought to reform a substantial part of the current Mexican Airport Law. It would have (i) shifted the focus of current regulation from airlines to airports and (ii) set up a new regulatory authority specifically for airports, the Federal Airport Services Commission, transferring to this new regulatory authority the power to negotiate our master development programs and maximum rates. On March 25, 2010, the Transportation and Communications Commission of Congress released a negative opinion on this initiative, and on April 20, 2010 Congress officially rejected the initiative.

There can be no assurance, however, that Congress will not file other initiatives that seek to reform the current Mexican Airport Law or that other changes to the airport regulatory framework will not occur in the future. See “Item 3,Risk Factors – Risks Related to the Regulation of Our Business – We cannot predict how the regulations governing our business will be applied.

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ORGANIZATIONAL STRUCTURE

The following table sets forth our subsidiaries as of December 31, 2007.2010.

 

Name of Company

  

Jurisdiction


of Organization

  Percentage
Percentage
Owned(1)
 

Description

Aeropuerto de Guadalajara, S.A. de C.V.

  Mexico  100 Holds concession for Guadalajara International Airport

Aeropuerto de Tijuana, S.A. de C.V.

  Mexico  100 Holds concession for Tijuana International Airport

Aeropuerto de Puerto Vallarta, S.A. de C.V.

  Mexico  100 Holds concession for Puerto Vallarta International Airport

Aeropuerto de San José del Cabo, S.A. de C.V.

  Mexico  100 Holds concession for Los Cabos International Airport

Aeropuerto de Hermosillo, S.A. de C.V.

  Mexico  100 Holds concession for Hermosillo International Airport

Aeropuerto del Bajío, S.A. de C.V.

  Mexico  100 Holds concession for Guanajuato International Airport

Aeropuerto de Morelia, S.A. de C.V.

  Mexico  100 Holds concession for Morelia International Airport

Aeropuerto de La Paz, S.A. de C.V.

  Mexico  100 Holds concession for La Paz International Airport

Aeropuerto de Aguascalientes, S.A. de C.V.

  Mexico  100 Holds concession for Aguascalientes International Airport

Aeropuerto de Mexicali, S.A. de C.V.

  Mexico  100 Holds concession for Mexicali International Airport

Aeropuerto de Los Mochis, S.A. de C.V.

  Mexico  100 Holds concession for Los Mochis International Airport

Aeropuerto de Manzanillo, S.A. de C.V.

  Mexico  100 Holds concession for Manzanillo International Airport

Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.

  Mexico  100 Provider of administrative services to our other subsidiaries

Corporativo de Servicios Aeroportuarios, S.A. de C.V.

  Mexico  100 Provider of operational services to our other subsidiaries

Puerta Cero Parking, S.A. de C.V.

  Mexico  100 Provider of car parking administration services to our other subsidiaries

GA del Pacífico Partipacoes do Brasil LTDA

Brazil100Holding company for other acquisitions(incorporated in 2010; not operational through the date of this filing)

(1)Grupo Aeroportuario del Pacífico, S.A.B. de C.V. directly holds 99.99% of the shares in each of our subsidiaries. The remaining shares of Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other subsidiaries are held by Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. As a result, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. directly or indirectly holds 100% of the shares of each of our subsidiaries.

PROPERTY, PLANT AND EQUIPMENT

Pursuant to the Mexican General Law of National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures in our airports are owned by the Mexican government. Each of our concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 50 years. The option to extend a concession is subject to our acceptance of any changes to such concession that may be imposed by the Ministry of Communications and Transportation and our

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compliance with the terms of our current concessions. Upon expiration of our concessions, these assets automatically revert to the Mexican government, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, except for those caused by normal wear and tear.

Our corporate headquarters are located in Guadalajara, Jalisco. We lease the office space for our corporate headquarters, located on the fifth sixth, and seventhsixth floors of La Torre Pacífico, from Guadalajara World Trade Center, S.A. de C.V. In addition to our corporate offices in Guadalajara, we also lease office space in Colonia Los Morales, in Mexico City from Racine, S.A. de C.V.

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events. We also maintain general liability insurance, but do not maintain business interruption insurance. Among other insurance policies, we carry a Ps. 500 million insurance policy covering damages to our property and a U.S.$ 150 million policy covering personal and property damages to third parties, in each case applicable only to damages resulting from certain terrorist acts. We also carry a general Ps. 2.12.25 billion insurance policy covering damage to our assets and infrastructure and a U.S.$ 500 million insurance policy covering personal and property damages to third parties.

 

Item 4A.Unresolved Staff Comments

None.

 

Item 5.Operating and Financial Review and Prospects

The following discussion should be read in conjunction with, and is derived fromentirely qualified by reference to, our audited consolidated financial statements and the notes to those financial statements, which are included elsewhere in this annual report. This discussionIt does not include all of the information included in theseour consolidated financial statements. You should read theseour consolidated financial statements to gain a better understanding of our business and our historical results of operations.

Our audited consolidated financial statements have beenwere prepared in accordance with MFRS, which differdiffers in certain significant respects from accounting principles generally accepted in the United States of America, or U.S. GAAP. See Note 2427 to our audited consolidated financial statements forprovides a description of the principal differences between MFRS and U.S. GAAP as they relate to us. Also see “– Principal Differences Between MFRS and U.S. GAAP.

Overview

We operate 12 airports in the Pacific and Central regions of Mexico pursuant to concessions granted by the Mexican government. The substantial majority of our revenues isare derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. For example, in 2008, 2009 and 2010, approximately 80.9%79.1%, 77.7% and 67.6% respectively, of our total revenues in 2007 were earnedderived from aeronautical services.services (in 2010, aeronautical services represented 79.6% of the sum of our aeronautical and non-aeronautical revenues). Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volumes at our airports. Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the Ministry of Communications and Transportation. The maximum rate system of price regulation that applies to our aeronautical revenues is linkedallows us to thecharge up to a maximum rate for each unit of traffic volume (measured(which is measured in workload units) at each airport; thus,airport. Thus, increases

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in aeronautical services, such as passenger and cargo volume, generally permitand therefore the number of workload units that we handle, generate greater revenues from aeronautical services.

revenues.

We also derive revenuesrevenue from non-aeronautical activities, which principally relaterelated to the commercial non-aeronautical activities carried outservices offered at our airports, such as the leasing of space to restaurants, retailers and retailers. Our revenuesservice providers. Revenues from non-aeronautical activities are not subject to the system of price regulation established by the Ministry of Communications and Transportation. Thus, our non-aeronautical revenues are principallyprimarily affected by the passenger volume at our airports and the mix of commercial activities carried outservices offered at our airports.airports, the contracts that we have with the providers of those commercial services and our ability to increase the rates we charge those service providers. While we believeexpect that aeronautical revenues will continue to represent a substantial majority of our future totalaeronautical and non-aeronautical revenues, we anticipate that the future growth of our revenues from commercial activities generally has exceeded, and we expect will continue to exceed, the growth rate of our aeronautical revenues. As a result, in recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Guanajuato, Tijuana, Manzanillo, Morelia and La Paz international airports. Similarly, we intend to redesign and expand the space available to commercial activities in our other airports’ terminals. We also expect to continue renegotiating agreements with terminal tenants to be more consistent with market practices and to recover the rights to non-aeronautical businesses at our airports previously or currently operated by third parties. Also see “Item 4,Business Overview – Our Sources of Revenues – Non-aeronautical Services – Recent Expansion and Development of Commercial Areas.”

Traffic at our airports has been adversely affected by increased levels of competition as a result of the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America. In addition, we expect increased competition as a result of the government granting new concessions or amending existing permits for other airports that may compete with our airports. See “Item 3,Risk Factors – Risks Related to Our Operations – Competition from other tourist destinations could adversely affect our business” and “Item 3,Risk Factors – Risks Related to the Regulation of Our Business – The Mexican government could grant new concessions that compete with our airports” for more information.

Recent Developments

ReportAnnouncement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer

On June 13, 2011, Grupo Mexico, which currently owns approximately 20.0% of our total outstanding capital stock, issued a press release announcing that it intends to acquire an additional 30% or more of our total outstanding capital stock at a purchase price of no more than Ps. 50 per share. In the announcement, Grupo Mexico said that under the Mexican Securities Law, a tender offer must be made for the purchase of 100% of our total outstanding capital stock.

Grupo Mexico indicated that the tender offer will be subject to: a) receiving all necessary government approvals, including those from the CNBV and the Federal Competition CommissionCommission; b) our refraining from re-introducing shares held in our treasury to the market under our share repurchase program; and c) there being no adverse material changes that would significantly affect our value.

Grupo Mexico has expressed its intention, once the tender offer is completed, to continue the current agreements between us and AMP, our strategic shareholder, regarding the operation of our airports. Additionally, Grupo Mexico stated that if it does not hold at least 51% of our capital stock upon the conclusion of the tender offer, it will analyze whether to continue its purchase program or divest its holdings of our capital stock.

Articles X and XII of our bylaws; however, (i) limit the ability of shareholders, individually or in conjunction with related parties, other than AMP, to hold more than 10% of our Series B shares, and if that were to occur, they are obligated to conduct a public offer of any excess shares; and (ii) limit voting rights of our Series B shareholders, individually or in conjunction with related parties, to 10%, other than AMP.

We cannot predict whether or not Grupo Mexico will conduct the tender offer or whether the tender offer, if conducted, will be successful.

Shareholder Dispute

During the shareholders’ meeting held April 27, 2010, a dispute among AMP’s shareholders prevented the shareholders from voting on Mexico’s Airportscertain resolutions, including the election of new board members. During subsequent meetings of the Nominations and Compensation Committee, board of directors and General Shareholders’, outstanding items such as approval of the financial statements, dividend payment and reduction of capital, were clarified and voted on. CMA, which holds 33% of the shares of AMP, questioned the validity of a June 2, 2010 meeting of our board of directors and a determination by our Nominations and Compensation Committee that the term of the previous independent directors and Chairman had expired. As a result of the appointment of a new chairman and independent directors during the June 2, 2010 meeting in which only board members representing the BB shares participated, the dispute among AMP’s shareholders escalated and eventually led to the suspension of trading of our shares on the Mexican Stock Exchange and NYSE from June 2, 2010 until June 14, 2010. Our board held further meetings on June 17, July 22-25 and September 1-4, during which the composition of the board of directors was clarified and during which other matters such as the payment of dividends were addressed. The dispute among AMP’s shareholders, however, has continued to affect our shareholders’ meetings as certain of AMP’s shareholders argue that the board of directors is improperly constituted and consequently that the meetings are invalid. Additionally, AMP’s shareholders have commenced litigation among each other (to which in some cases we are joined as a third party) and

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against the Company in an effort to challenge the composition of the board of directors and the decisions made by the board of directors and during the allegedly invalid shareholders’ meetings. See “Item 7,Major Shareholders and Related Party Transactions — Major Shareholders” and “Item 8 — Legal Proceedings.”

Mexicana Operations Suspended

On OctoberAugust 2, 2010, Mexicana announced that it was filing for bankruptcy, and on August 28, 2010, Grupo Mexicana (including Mexicana and low-cost carriers Mexicana Click and Mexicana Link) suspended all operations due to financial troubles in the wake of its bankruptcy filings. Prior to Mexicana’s bankruptcy filing, Grupo Mexicana was our third largest airline client, accounting for 18.3% of passenger traffic and 12.8% of revenues through July 31, 2010. Since Grupo Mexicana ceased operations, approximately 36.4% of the available seats that it flew have been taken over by other airlines, and passenger traffic levels at our airports have increased. We are an unsecured creditor of Grupo Mexicana in the bankruptcy process (concurso mercantil) with a claim of Ps. 49.9 million in respect of accrued and unpaid passenger and airport facility usage fees as of the date it ceased operations. We have recorded a reserve for doubtful accounts of Ps. 53.0 million in respect of this claim as of December 31, 2010. See “Item 3.Risk Factors—Risks Related to our Operations—The loss of one or more of our key customers could result in the loss of a significant amount of our revenues.” As of the date of this report, Mexicana has announced that it was considering capitalization proposals from several parties.

New Chief Executive Officer

In a meeting by the Nominations and Compensations Committee on December 23, 2010, the resignation of Jorge Manuel Sales Martínez was announced. The board of directors confirmed the election of Fernando Bosque Mohíno to succeed Mr. Sales Martínez as the Company’s next Chief Executive Officer beginning on January 1, 2007,2011. See “Item 6.Directors, Senior Management and Employees—Executive Officers.

Economic Downturn and Recovery

The U.S. and Mexican economies are currently recovering from a recession. In the Chairmanthird and fourth quarters of Federal Competition Commission (Comisión Federal de Competencia2008, according to the U.S. Bureau of Economic Analysis, the U.S. gross domestic product decreased at annualized rates of 0.5% and 6.2%, orrespectively. In 2009, the “Competition Commission”) releasedU.S. gross domestic product continued to decline at an independent report onannualized rate of 2.4%. In 2010, however, the competitivenessU.S. economy began to recover, with gross domestic product increasing at an annualized rate of 2.9%. Likewise, according to the INEGI, Mexico’s airports relative to each othergross domestic product decreased at an annualized rate of 1.6% during the fourth quarter of 2008 and to international airports.an additional 6.5% in 2009. In 2010, the Mexican economy also began recovering and grew 5.5%. The report alleged that, between 2001air travel industry and, 2007, operating income (expressed as a percentageconsequence, our results of total revenues) of Mexican airports was relatively high when compared with a sample of fifty international airports.operations, are substantially influenced by economic conditions in Mexico and the United States. In addition, the report suggested that aeronautical services charges at Mexican airports were more expensive than at most2008, 2009 and 2010, approximately 91.1%, 87.7% and 91.0% respectively of the fifty comparison airports. The report also claimed that operating income at Mexicaninternational passengers in our airports had increased principally as a resultarrived or departed on flights originating in or departing to the United States. Similarly, in 2008, 2009 and 2010, approximately 65.7% 65.7% and 65.4% of increasedour passengers traveled on domestic flights, and approximately 37.6%, 34.4% and 31.0% respectively, of our total revenues in those years were derived from domestic passenger traffic, rather than increases in operating efficiency. To that end, the Competition Commission Chairman’s report made the following recommendations as ways to increase efficiency at Mexican airports:

Make economic efficiency a basis of tariff regulation for new concessions;

Include commercial services income as onecharges (in 2010, 36.5% of the factors in determining tariffs for new concessions;

Strengthen the independencesum of the regulatory agency,aeronautical and increasenon-aeronautical revenues were derived from domestic passenger charges).

Mayan Riviera Airport Bidding Process

The Mexican government, acting through the transparency of airport regulation;

Promote greater efficiency in scheduling at saturated airports;

Promote greater competition between airports;

Eliminate Aeropuertos y Servicios Auxiliares’ (“ASA”) role as exclusive fuel service provider;

Eliminate barriers to entry for taxi providers at airports; and

Be mindful of vertical integration among airports and airlines.

The Ministry of Communications and Transportation issuedis carrying out a responsepublic bidding process to award the Competition Commission Chairman’s report that noted, among other matters, that according to its own calculations, Mexico’sconcession for the construction, operation and management of an international airport charges were lower than 36 of the 50 international airports against which they were compared. We also issued a joint press release along with the other two Mexican airport groups, Grupo Aeroportuario del Sureste and Grupo Aeroportuario del Centro Norte, questioning the calculations and the comparisons drawn in the Competition Commission Chairman’s report, and stating that we are committedMayan Riviera in the state of Quintana Roo. This airport

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would be located in Tulum, approximately 101 kilometers from Cancun. The bidding process for the concession for the airport was announced on May 11, 2010. The Mexican government began receiving proposals in April 2011. On April 25, 2011, the Company filed its proposal, in a consortium formed with Grupo México, S.A.B. de C.V., to participate in the bid for the Riviera Maya Airport project. On May 20, 2011, the Ministry of Communications and Transportation released a comprehensive review ofcommunication saying that all proposals for this concession were found deficient and voided, including ours. Consequently, the report in order to demonstrate our commitment tointernational public bidding process for the efficient developmentconstruction, administration and operation of the airport sector.located in the municipality of Tulum was declared deserted or void.

Adoption of INIF 17

In 2010, we adopted INIF 17,Service Concession Contracts. INIF 17 was issued by the CINIF and became effective in 2010, with the effects of INIF 17 applied prospectively. This new standard arose from the need to provide clarification on the accounting treatment to be followed for service concession contracts for services that are considered public in nature.

The following is the principal effect of adopting INIF 17 on our results of operation. There were no effects on our consolidated balance sheet with respect to adoption of INIF 17:

New category of revenues and cost. Under INIF 17, an operator of a service concession that is required to make additions and upgrades to concession assets is deemed to provide construction or improvement services. As a result, the operator is required to account for the revenues and expenses relating to those services. We are required to make these additions and upgrades under the terms of our Master Development Program. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. Revenues related to construction and upgrade services are presented in a new category of revenues called “Improvements to concession assets” and expenses related to construction and upgrade services are presented in a new category of expenses called “Costs of improvements to concession assets.”

The effects of INIF 17 are reflected in our consolidated financial statements as of and for the period ending December 31, 2010. Retroactive restatement of prior period financial statements was not permitted.

New Bank Loans

On May 26, 2011, we entered into an additional line of credit for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports, to finance capital investments previously committed pursuant to our Master Development Programs at these airports for the years 2011 and 2012, for a total amount of Ps. 1.02 billion with HSBC México, S.A. (“HSBC”), represented by unsecured credit agreements. The loans bear interest at the variable 28-day TIIE rate plus 165 basis points and require quarterly principal and interest payments over a period of seven years. The funds from this line of credit will be disbursed on different dates with Ps. 659.5 million disbursed during 2011 and Ps. 364.4 million disbursed during 2012.

On June 6, 2011, we entered into an additional line of credit for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports, to finance capital investments previously committed pursuant to our Master Development Programs at these airports for the years 2011 and 2012, for a total amount of Ps. 551.4 million with Banco Nacional de México, S.A. (“Banamex”), represented by unsecured credit agreements. The loans bear interest at the variable 91-day TIIE rate plus 135 basis points for the 2011 disbursements and at the variable 91-day TIIE rate plus 143 basis points for the 2012 disbursements. The loan requires quarterly principal and interest payments over a period of seven years

84


from the date of the disbursement. The funds from this line of credit will be disbursed on different dates with Ps. 355.1 million during 2011 and Ps. 196.3 million during 2012.

Fluctuation in the Peso

International passengers and international flights pay tariffs denominated in U.S. dollars. However, these tariffs are generally invoiced and collected in Mexican pesos. Because such tariffs may not be collected until up to 60 days (depends on the airline) following the date of a flight, a significant depreciation of the peso during the final two months of any year could result in our exceeding our maximum rates, which would be a violation of our concession. If a significant depreciation in the peso occurred, we could be required to issue rebates to airline customers to avoid exceeding our maximum rates. On the other hand, a significant appreciation in the peso could result in us collecting substantially less than our maximum rate per terminal passenger. We do not have any means of recovering lost revenue if we charge less than the maximum rate as a result of a significant appreciation in the peso. We attempt to set our dollar-denominated tariffs so as to avoid exceeding our maximum rates while attempting to charge as close to the maximum rate as possible. Since the beginning of our concessions, fluctuations in the peso have not caused us to exceed our maximum rates or required us to issue rebates to avoid exceeding our maximum rates.

As long as we are able to ensure that our revenues do not exceed our maximum rates as discussed above, the depreciation in the peso has a positive effect on our revenues from a commercial and aeronautical operations perspective while appreciation in the peso has a negative effect. Tariffs on international passengers and international flights and many of our contracts with commercial services providers are denominated in U.S. dollars, but only in the case of charges for international passengers and international flights are charges invoiced and collected in Mexican pesos. Therefore, depreciation in the peso against the dollar results in us collecting more pesos than before the depreciation, whereas appreciation of the peso results in us collecting fewer pesos. As the peso appreciates against the dollar, we collect fewer pesos than prior to any such appreciation, which may result in lower commercial revenues in the future, especially if the appreciation continues unabated or surpasses historic levels of appreciation. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a result of the depreciation of the peso or as a result of other factors.

From September 30, 2008 to March 31, 2009, the peso depreciated by approximately 29.4%, from 10.98 pesos per U.S. dollar to 14.21 pesos per U.S. dollar. Between March 31, 2009 and December 31, 2009, the peso fluctuated between Ps. 13.00 and Ps. 14.00 per U.S. dollar, and then began to appreciate. From December 31, 2009 to December 30, 2010 the peso appreciated by approximately 5.4%, from 13.06 pesos per U.S. dollar on December 31, 2009 to 12.35 pesos per U.S. dollar on December 30, 2010. The peso has continued appreciating since then, reaching Ps. 11.87 per U.S. dollar on June 10, 2011, that means an appreciation of 3.9% for the period.

Influenza A/H1N1

On March 18, 2009, the Mexican government reported its first cases of Influenza A/H1N1. On April 25, 2009, the Mexican government declared a state of emergency, closing schools and giving the government various powers to contain the epidemic. Using these powers, the government cancelled nearly all public events and closed most museums and tourist attractions from April 24 to May 5, 2009. Although a number of countries, such as the United States, the United Kingdom, and France, as well as the Health Council of the EU initially recommended that travelers avoid non-essential travel to Mexico, all of these advisories were lifted by the end of May 2009. Likewise, restrictions on travel to Mexico imposed by other countries as a result of A/H1N1 were lifted by June 1, 2009. As a result of the Influenza

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A/H1N1 outbreak, we experienced substantial declines in revenues from domestic and international passengers as well as cargo traffic in the second and third quarters of 2009.

As of September 2010, the World Health Organization reported that Influenza A/H1N1 was no longer a pandemic. With the abatement of the outbreak and the lifting of travel restrictions, we believe that the Influenza A/H1N1 outbreak no longer significantly affects passenger or cargo traffic levels.

Adoption of IFRS

Beginning in 2012, Mexican issuers with securities listed on a Mexican securities exchange will be required to prepare financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board (“IASB”). Mexican issuers may voluntarily report using IFRS before the Competitionchange in the reporting standards becomes mandatory.

The U.S. Securities and Exchange Commission Chairman’s report was released, an initiative was introducedpermits foreign private issuers to prepare their financial statements in Mexico’s Congressaccordance with IFRS without having to make certain reformsprovide a reconciliation to U.S. GAAP. We expect to begin reporting our financial information in accordance with IFRS on January 1, 2012.We are currently implementing the Mexican Airports Law. Although we do not expectprocess for the adoption of IFRS and are simultaneously evaluating the impact that the Competition Commission Chairman’s report oradoption of IFRS may have on our results of operations, balance sheet, and statement of cash flows. Based on a conceptual analysis of the congressional initiativedifferences between MFRS and IFRS as they apply to us, we believe the most significant will result in any regulatory changes inbe the short term, there can be no assurance that changeslack of recognition of inflation on our financial information. We continue to the airport regulatory frameworkquantify differences identified, which we believe will not occur in the future. See “Risk Factors— Risks Related to the Regulation of Our Business.”impact our concession assets, our deferred income taxes and our shareholder’s equity, among other potential impacts.

Passenger and Cargo Volumes

The majority of the passenger traffic volume in our airports is made up of domestic passengers. In 2010, approximately 65.4% of the terminal passengers using our airports were domestic. The total number of domestic terminal passengers for 2010 increased 4.3% as compared to 2009. In addition, of the international passengers traveling through our airports, a majority hashave historically traveled on flights originating in or departing to the United States. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending. Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control.

The following table sets forth certain operating and financial data relating to certain of our revenues and passenger and cargo volumes for the years indicated.

 

  Year ended December 31,   Year ended December 31, 
  2005 2006 2007   2008 2009 2010 

Change in Mexican gross domestic product(1)

   3.0%  4.8%  3.3%   1.5  (6.5)%   6.2

Change in Mexican Consumer Price Index(2)

   3.3%  4.0%  3.8%   6.5  3.6  4.4

Domestic terminal passengers(6)

   11,524.5   12,476.8   15,736.7    14,618.5    12,678.4    13,220.5  

International terminal passengers(6)

   7,610.7   8,037.3   7,828.4    7,633.3    6,608.1    7,002.6  

Total terminal passengers(6)

   19,135.2   20,514.1   23,565.1    22,251.8    19,286.5    20,223.2  

Cargo units(3)

   1,444.9   1,606.0   1,608.2    1,460.2    1,262.8    1,604.8  

Total workload units(6)(3)

   20,580.1   22,120.1   25,173.3    23,712.0    20,549.3    21,827.9  

Change in total terminal passengers(4)

   9.2%  7.2%  14.9%   (5.6)%   (13.3)%   4.9

Change in workload units(4)

   8.5%  7.5%  13.8%   (5.8)%   (13.3)%   6.2

Aeronautical revenues(5)

  Ps.2,281.1  Ps.2,480.2  Ps.2,812.9   Ps.2,762.2   Ps.2,537.3   Ps.2,957.8  

Change in aeronautical revenues(4)

   13.3%  8.7%  13.4%   (1.8)%   (8.1)%   16.6

Aeronautical revenues per workload unit

  Ps.110.8  Ps.112.1  Ps.111.7    Ps. 116.5   Ps.123.5   Ps.135.5  

Change in aeronautical revenues per workload unit(3)(4)

   4.4%  1.2%  (0.3)%   4.3  6.0  9.7

Non-aeronautical revenues(5)

  Ps.516.5  Ps.566.0  Ps.664.5 

Change in non-aeronautical revenues(4)

   20.2%  9.6%  17.4%

Non-aeronautical revenues per terminal passenger

  Ps.27.0  Ps.27.6  Ps.28.2 

Change in non-aeronautical revenues per terminal passenger(4)

   10.1%  2.2%  2.2%

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   Year ended December 31, 
   2008  2009  2010 

Non-aeronautical revenues(5)

  Ps.728.6   Ps.729.0   Ps.758.8  

Change in non-aeronautical revenues(4)

   9.7  0.1  4.1

Non-aeronautical revenues per terminal passenger

  Ps.32.7   Ps.37.8   P.s.37.5  

Change in non-aeronautical revenues per terminal passenger (4)

   16.0  15.6  (0.8)% 

 

(1)In real terms, as reported by the Mexican Central Bank.National Institute of Statistics.
(2)As reported by the Mexican Central Bank.
(3)In thousands. One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo. Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit.
(4)In each case, as compared to the previous period.
(5)In millions of constant pesos.
(6)In thousands.

In 2007,2010, we had 23.620.2 million terminal passengers (15.8(13.2 million domestic and 7.87.0 million international), of which 121.0131.1 thousand were on general aviation flights, and an additional 958250.6 thousand were transit passengers. Approximately 48.6%16.3% of our transit passengers are handled at the Guadalajara International Airport.

Classification of Revenues

WeBeginning in January 2010 with the adoption of INIF 17, for financial reporting purposes, we added another revenue category and now classify our revenues into twothree categories: revenues from aeronautical services, revenues from non-aeronautical services and revenues from non-aeronautical services.improvements to concession assets. Historically, a substantial majority of our revenues have been derived from aeronautical services.services; however, with the inclusion of revenues from improvements to concession assets, revenues from aeronautical services and from non-aeronautical services will account for a smaller percentage of total revenues. For example, in 2005, 20062008 and 2007, 81.5%, 81.4%2009, 79.1% and 80.9%,77.7% respectively, of our total revenues were derived from aeronautical services, but in 2010, with the inclusion of revenues from improvements to concession assets, aeronautical revenues represented 67.6% of total revenues. In 2008 and the remainder2009, 20.9% and 22.3%, respectively, of our total revenues waswere derived from non-aeronautical services.services, but in 2010, with the inclusion of revenues from improvements to concession assets, non-aeronautical revenues represented 17.3% of total revenues. Aeronautical revenues and non-aeronautical revenues, however, represented 79.6% and 20.4% respectively, of the sum of aeronautical and non-aeronautical revenues in 2010. In 2010, revenues from improvements to concession assets accounted for 15.1% of our total revenues.

Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports, and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space in our airports to airlines (other than first class/VIP lounges and other similar non-essential activities) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).

Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally include revenues earned from car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores, and providing commercial services at our airports such(such as car rental agencies, food and beverage providers and retail and duty-free store operators,operators), as well as advertising and fees collected from other miscellaneous sources, such as vending machines and time-share companies.

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Our revenues from improvements to concession assets represent the fair value of the additions and upgrades to the concession that we undertake in accordance with our Master Development Programs. In exchange for making those additions and upgrades, the Government grants us the right to obtain benefits for services provided using those assets. This represents an exchange of dissimilar goods or services rather than an actual cash exchange since we receive an intangible asset for the construction services we provide. Through a bidding process, we hire third parties to make the additions and upgrades. The amount of revenues for these services is equal to the costs of making the additions and upgrades since those values represent the fair value of the goods or services received as there is no profit margin stemming from these construction services. Although these revenues do not generate actual cash inflows, financial reporting standards require that they be recorded given that revenue generation is inherent in an exchange of dissimilar services, similar to a barter transaction.

For a detailed description of the components of our aeronautical and non-aeronautical revenuesrevenue categories, see “Item 4, Information on the Company—Company – Business Overview—Overview – Our Sources of Revenues.Revenues.

Aeronautical Revenues

The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit (which is equal to one terminal passenger or 100 kilograms of cargo) that we may earn at that airport from aeronautical services. As of December 31, 2009, the Ministry of Communications and Transportation had determined the maximum rates for our airports for each year through December 31, 2014. Our aeronautical revenues are determined largely by the number of workload units at each of our airports, which is primarily driven by passenger traffic levels, multiplied by the value of the maximum tariffs approved by the Ministry of Communication and Transportation. In addition, aeronautical revenues differ among our airports to the extent passenger traffic levels differ among these airports. See “Item 4,Regulatory Framework—Framework – Aeronautical Services Regulation”Regulation for a description of our maximum rates and the rate-setting procedures for future periods. The

Our concessions provide that our maximum rates for our airports have beenmust be adjusted on an annual basis as determined for each year through December 31, 2009.

The following table sets forth our revenues from aeronautical services forby the years indicated.

efficiency factor and by changes in inflation. See “Item 4,Regulatory Framework – Aeronautical Revenues Regulation – Methodology for Determining Future Maximum Rates”.

   Year ended December 31, 
   2005  2006  2007 
   Amount  Percent  Amount  Percent  Amount  Percent 
   (millions of pesos, except percentages and workload unit data) 

Aeronautical Revenues:

  

Passenger charges

  Ps.  1,830.3  80.2% Ps.  1,984.1  80.0% Ps.2,339.1  83.2%

Landing charges

   140.9  6.2   152.1  6.1   136.2  4.8 

Aircraft parking charges

   120.0  5.3   132.3  5.3   115.2  4.1 

Airport security charges

   31.7  1.4   34.4  1.4   39.4  1.4 

Passenger walkway charges

   24.7  1.1   27.5  1.1   23.3  0.8 

Leasing of space to airlines

   90.5  4.0   102.2  4.1   107.7  3.8 

Revenues from complementary service providers(1)

   43.0  1.8   47.6  2.0   52.0  1.9 

Total Aeronautical Revenues

  Ps.2,281.1  100.0% Ps.2,480.2  100.0% Ps.  2,812.9  100.0%

Other Information:

          

Total workload units(2)

   20.6    22.1    25.2  

Total aeronautical revenues per workload unit

  Ps.110.8   Ps.112.1   Ps.111.7  

Change in aeronautical revenues(3)

    13.3%   8.7%   13.4%

Change in total aeronautical revenues

    per workload unit(3)

    4.4%   1.2%   (0.3)%

(1)Revenues from complementary service providers consist of access and other fees charged to third parties providing handling, catering and other services at our airports.
(2)In millions. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms of cargo.
(3)In each case, as compared to the previous year.

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenues per workload unit each year at each of our airports do not exceed the maximum rate at thatset for such airport for that year. The specific prices we charge for regulated services are determined based on various factors, including projections of passenger traffic volumes, capital expenditures estimated under our master development programs, the Mexican Producer Price Index (excluding petroleum) and the value of the peso relative to the U.S. dollar. We currently set the specific price for each category of aeronautical services after negotiatingnegotiations with our principal airline customers. Under the relevant agreements, our specific prices are structured such

Aeronautical revenue per workload unit is an indicator that the substantial majority of ouris calculated by dividing total aeronautical revenues by the workload units for a given period. This indicator is affected annually, except for years in which the new maximum tariffs are derivedset, by:

Adjustment in the maximum rates for the efficiency factor and the Mexican Producer Price Index(Índice Nacional de Precios al Productor,excluding petroleum);

Increases and decreases in the relative number of workload units at each airport; and

Changes in total workload units per airport.

From 2006 to 2009 the efficiency factor applied to our maximum tariffs was 0.75%. For 2010 the efficiency factor was 0.70%. Our weighted average maximum tariffs, as determined by the Ministry of Communications and Transportation, (prior to inflation adjustments using the Mexican Producer Price Index) increased by 6.0% in 2008, decreased by 0.97% in 2009 and increased 10.1% in 2010. At the same

88


time, the Mexican Producer Price Index, excluding petroleum increased by 10.5%, 2.0% and 4.4% in 2008, 2009 and 2010 respectively. This led to increases in our weighted average maximum tariffs as adjusted by the efficiency factor and the Mexican Producer Price Index, excluding petroleum of 11%, 1% and 3% in 2008, 2009 and 2010 respectively. The total workload units at our airports were 23.7 million, 20.5 million and 21.8 million in 2008, 2009 and 2010 respectively, a decrease of 5.8% and 13.3% in 2008 and 2009 respectively, and an increase of 6.2% in 2010. Accordingly, when calculating aeronautical revenue per workload units, the result will fluctuate depending on the relative changes in the aforementioned factors. During 2008, 2009 and 2010 average aeronautical revenues per workload unit were Ps. 116.5, Ps. 123.5 and Ps. 135.5 respectively, which represented an increase of 6.0% and 9.7% in 2009 and 2010, respectively. The increases in 2009 resulted from proportionately larger decreases in passenger charges,traffic compared to tariff increases. The increase in 2010 resulted from increases in both passenger traffic and we expect this to continue to be the case in any future agreements. In 2005, 2006 and 2007, passenger charges represented 80.2%, 80.0% and 83.2%, respectively, of our aeronautical services revenues and 65.4%, 65.1% and 67.3%, respectively, of our total revenues.tariffs.

Historically, we have set theour prices we charge for regulated services at each airport in order to comeour airports as close as possible to the maximum rates we are allowed to charge for that airport in any given year, and we expect to continue to pursue this pricing strategy in the future. In December 2004, the Ministry of Communications and Transportation established new maximum rates applicable to our airports for the period from January 1, 2005 through December 31, 2009 that are higher than the maximum rates that were applicable to our airports for the prior five-year period. ThereHowever, there can be no assurance that we will be able to collect virtually all of the revenues we are entitled to earn from services subject to price regulation in the future.future or that we will not be sanctioned in case we exceed our maximum rates. For a discussion of risks relating to our ability to set specific prices, see “Item 3,Risk Factors—Factors – Risks Related to the Regulation of Our Operations—Business – We provide a public service regulated by the Mexican government and our flexibility in managing our aeronautical activities is limited by the regulatory environment in which we operate” and “Item 3,Risk Factors – Risks Related to the Regulation of Our Business – If we exceed the maximum rate at any airport at the end of any year, we could be subject to sanctions.

The principal domesticfollowing table sets forth our revenues from aeronautical services for the years indicated.

Aeronautical Revenues

   Year ended December 31, 
   2008  2009  2010 
   Amount   Percent  Amount   Percent  Amount   Percent 
   (millions of pesos, except percentages and workload unit data) 

Aeronautical Revenues:

          

Passenger charges

  Ps.2,278.3     82.5 Ps.2,089.7     82.4 Ps.2,454.5     83.0

Aircraft landing charges

   146.7     5.3    138.3     5.5    152.4     5.2

Aircraft parking charges

   127.0     4.6    122.9     4.8    140.4     4.7

Airport security charges

   37.9     1.4    35.2     1.4    38.9     1.3

Passenger walkway charges

   18.2     0.6    19.7     0.8    22.5     0.8

Leasing of space to airlines

   106.8     3.9    90.7     3.6    98.1     3.3

Revenues from complementary service providers(1)

   47.3     1.7    40.8     1.6    50.9     1.7
                            

Total Aeronautical Revenues

  Ps.2,762.2     100.0 Ps.2,537.3     100.0 Ps.2,957.8     100.0
                            

Other Information:

          

Total workload units(2)

   23.7      20.5      21.8    

Total aeronautical revenues per workload unit

  Ps.116.5     Ps.123.5     Ps.135.5    

Change in aeronautical revenues(3)

     (1.8)%     (8.1)%     16.6

Change in total aeronautical revenues per workload unit(3)

     4.3    6.0    9.7

(1)Revenues from complementary service providers consist of access and other fees charged to third parties providing handling, catering and other services at our airports.
(2)In millions. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(3)In each case, as compared to the previous year.

Under the relevant agreements with airlines, operating at our airports have in the past refused to pay certain increases in our specific prices forare structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect that this will continue to be the case in any future agreements. In 2008, 2009 and 2010, passenger charges

89


represented 82.5%, 82.4% and 83.0%, respectively, of our aeronautical services revenues and could refuse to pay additional increases in65.3%, 64.0% and 56.1%, respectively, of our total revenues (in 2010, passenger charges represented 66.0% of the future.”sum of aeronautical and non-aeronautical revenues).

In prior years, in order to ensure our compliance with the maximum rate at a particular airport when the possibility of exceeding that maximum rate arose, we have taken actions in the latter part of the year, such as reducing our specific prices for aeronautical services and offering discounts or rebates, to ensure our compliance with the applicable maximum rate. In the future, we intend to continue to adjust our rates in the latter part of each year to ensure compliance with our maximum rates.

Revenues from passenger charges have fluctuated in recent periods at our Tijuana International Airport and our Mexicali International Airport, as more passengers have been traveling to the United States have alternated between these airports and other alternative airports, such as our Guadalajara, Guanajuato and Aguascalientes International Airports. In 2005, passengers paying passenger charges at our Tijuana International Airport and our Mexicali International Airport increased by 2.2% and declined by 1.3%, respectively, as compared to 2004. In 2006, passengers paying passenger charges at our Tijuana International Airport and our Mexicali International Airport increased 9.2% and declined 3.8%, respectively, as compared to 2005. In 2007, passengers paying passenger charges at our Tijuana International Airport and our Mexicali International Airport increased by 29.0% and 30.1%, respectively, as compared to 2006. Passenger traffic volumes at both our Tijuana International Airport and our Mexicali International Airport principally reflect border-crossing volumes near each of these

airports. Many of the passengers using our Tijuana International Airport and our Mexicali International Airport are traveling to and from the United States, and delays at the San Diego-Tijuana or the Calexico-Mexicali border crossing have caused travelers to use other routes to enter and leave the United States. We believe many travelers have elected to take direct flights to or from the United States from our Aguascalientes, Guanajuato and Guadalajara international airports.

The following table sets forth the number of passengers paying passenger charges for the years indicated. We earn passenger charges from each departing passenger at our airports, other than transit passengers, diplomats and infants.

Passengers Paying Passenger Charges

 

  Year ended December 31,   Year ended December 31, 

Airport

  2005     2006     2007     2008 2009 2010 
     % change      % change      % change   Amount   % change Amount   % change Amount   % change 
  (in thousands, except percentages)   (in thousands, except percentages) 

Guadalajara

  2,682.3  5.1%  3,036.5  13.2%  3,447.9  13.5%   3,332.2     (3.4)%   2,977.3     (10.7)%   3,224.7     8.3

Tijuana

  1,539.7  2.2   1,681.3  9.2   2,168.3  29.0    1,857.0     (14.4  1,612.4     (13.2  1,726.6     7.1  

Puerto Vallarta

  1,351.1  21.1   1,460.0  8.1   1,535.7  5.2    1,610.5     4.9    1,289.7     (19.9  1,329.3     3.1  

Los Cabos

  1,218.3  35.0   1,342.9  10.2   1,426.0  6.2    1,463.4     2.6    1,287.9     (12.0  1,350.7     4.9  

Hermosillo

  416.4  8.5   421.3  1.2   513.7  21.9    489.2     (4.8  455.9     (6.8  455.3     (0.1

Guanajuato

  541.9  7.0   561.0  3.5   620.3  10.6    532.6     (14.1  422.0     (20.8  408.1     (3.3

La Paz

   254.7     (17.7  250.4     (1.7  268.5     7.2  

Morelia

  329.6  8.6   293.5  (11.0)  295.5  0.7    254.7     (13.8  211.4     (17.0  207.6     (1.8

La Paz

  214.2  0.4   223.0  4.1   309.6  38.8 

Mexicali

   236.8     (9.6  215.2     (9.1  211.6     (1.7

Aguascalientes

  169.2  (2.8)  189.1  11.7   227.5  20.3    206.7     (9.1  137.5     (33.5  141.9     3.2  

Mexicali

  209.4  (1.3)  201.4  (3.8)  262.0  30.1 

Los Mochis

  87.7  (9.3)  96.3  9.9   134.1  39.2    101.1     (24.6  93.9     (7.1  115.4     22.9  

Manzanillo

  116.2  25.9   113.1  (2.6)  120.5  6.5    106.1     (12.0  85.0     (19.9  76.3     (10.2
                                           

Total

  8,876.0  10.1%  9,619.4  8.4%  11,061.1  15.0%   10,445.0     (5.6)%   9,038.6     (13.5)%   9,516.1     5.3
                                           

Non-aeronautical Revenues

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services. However, the contribution to ourNon-aeronautical revenues represented 20.9%, 22.3% and 17.3% of total revenues fromin 2008, 2009 and 2010, respectively (in 2010, non-aeronautical services has increased recently, from 18.5% in 2005 to 19.1% in 2007, reflecting our business strategyrevenues represented 20.4% of developing our commercial activities. During this period, ourthe sum of aeronautical and non-aeronautical revenues). Non-aeronautical revenues per terminal passenger increased, fromwere Ps. 27.032.7, Ps. 37.8 and Ps. 37.5 in 2005 to Ps. 28.2 in 2007.2008, 2009 and 2010, respectively. Our revenues from non-aeronautical services are principally derived from commercial activities. None of our revenues from non-aeronautical services are subject to price regulation under our maximum-rate price regulation system.

The following table sets forth our revenues from non-aeronautical activities for the years indicated.

Non-aeronautical Revenues

   Year ended December 31, 
   2005  2006  2007 
   Amount  Percent  Amount  Percent  Amount  Percent 
   (millions of pesos, except percentages and workload unit data) 

Non-aeronautical Services:

          

Commercial activities:

          

Car parking charges

  Ps.  106.5  20.6% Ps.  113.6  20.1% Ps.  134.9  20.3%  (1)

Leasing of space (1)

   75.1  14.5   80.0  14.1   101.2  15.2  (2)

Car rentals

   48.7  9.4   53.8  9.5   60.2  9.1 

Food and beverage operations

   44.0  8.5   56.5  10.0   66.8  10.1  (5)

Retail operations

   49.5  9.6   60.7  10.7   69.0  10.4  (4)

Duty-free operations

   46.0  8.9   48.8  8.6   55.2  8.3 

Advertising

   26.5  5.1   31.6  5.6   37.2  5.6 

Communications

   11.0  2.1   12.3  2.2   10.3  1.5 

Financial services

   6.4  1.2   6.8  1.2   6.6  1.0 

Time-sharing

   53.0  10.3   48.8  8.6   71.9  10.8  (3)

Other

   27.5  5.5   30.4  5.4   27.9  4.2 

Total commercial activities

   494.2  95.7   543.3  96.0   641.2  96.5 

Recovery of costs(2)

   22.3  4.3   22.7  4.0   23.3  3.5 

Total Non-aeronautical Revenues

  Ps.516.5  100.0% Ps.566.0  100.0% Ps.664.5  100.0%

Other Information:

          

Total terminal passengers(3)

   19.1    20.5    23.6  

Non-aeronautical revenues per terminal passenger

  Ps.27.0   Ps.27.6   Ps.28.2  

Change in non-aeronautical revenues per terminal passenger(4)

    10.1%   2.2%   2.2%

Car parking charges per terminal passenger

  Ps.5.6   Ps.5.5   Ps.5.7  

Change in car parking charges per terminal passenger(4)

    2.0%   (1.7)%   3.6%

(1)Includes leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).
(2)Recovery of costs consists of utility and maintenance charges that are transferred to airlines and other tenants in our airports.
(3)In millions.
(4)In each case, as compared to the previous year.

The majority of our non-aeronautical revenues is derived from commercial activities such as car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities) and rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as time-share developers, retail stores, food and beverage providers, car rental agencies and duty-free store operators, as well as advertising and fees collected from other miscellaneous sources, such as vending machines.

Leading privatized airports typically generate a greater portion of their

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The following table sets forth our revenues from commercial activities than we currently do. We estimate that, prior to 2002,non-aeronautical services for the years indicated.

Non-aeronautical Revenues

   Year ended December 31, 
   2008  2009  2010 
   Amount   Percent  Amount   Percent  Amount   Percent 
   (millions of pesos, except percentages and workload unit data) 

Non-aeronautical Services:

          

Commercial activities:

          

Car parking charges

  Ps.161.5     22.2 Ps.142.8     19.6 Ps.164.0     21.6

Leasing of space(1)

   104.2     14.3    112.7     15.5    112.8     14.9  

Car rentals

   64.8     8.9    71.6     9.8    72.9     9.6  

Food and beverage operations

   73.4     10.1    73.0     10.0    71.6     9.4  

Retail operations

   73.2     10.0    70.1     9.6    76.3     10.1  

Duty-free operations

   60.8     8.3    62.1     8.5    66.4     8.7  

Advertising

   46.4     6.4    37.3     5.1    36.1     4.8  

Communications

   10.1     1.4    9.7     1.3    8.7     1.1  

Financial services

   9.0     1.2    12.1     1.7    11.3     1.5  

Time-sharing

   73.6     10.1    88.3     12.1    86.6     11.4  

Other

   25.9     3.6    27.7     3.8    31.5     4.1  
                            

Total commercial activities

   702.9     96.5    707.4     97.0    738.1     97.3  

Recovery of costs(2)

   25.7     3.5    21.6     3.0    20.7     2.7  
                            

Total Non-aeronautical Revenues

  Ps.728.6     100.0 Ps.729.0     100.0 Ps.758.8     100.0
                            

Other Information:

          

Total terminal passengers(3)

   22.3      19.3      20.2    

Non-aeronautical revenues per terminal passenger

  Ps.32.7     Ps.37.8     Ps.37.5    

Change in non-aeronautical revenues per terminal passenger(4)

     16.0    15.6    (0.7)% 

Car parking charges per terminal passenger

  Ps.7.2     Ps.7.4     Ps.8.1    

Change in car parking charges per terminal passenger(4)

     26.3    2.8    9.5

(1)Includes leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).
(2)Recovery of costs consists of utility and maintenance charges that are transferred to airlines and other tenants in our airports.
(3)In millions of passengers.
(4)In each case, as compared to the previous year.

In 2010, revenues from commercial activitiesnon-aeronautical services in our airports generally accounted for less than 12%17.3% of the total revenues generated by our airports.airports (in 2010, non-aeronautical revenues represented 20.4% of the sum of aeronautical and non-aeronautical revenues). In contrast, we believe that revenues from commercial activities may account for up to 40% or more of the consolidated revenues of many leading privatized airports. While we believe that aeronautical revenues will continue to represent a substantial majority of our future revenues, we anticipatecurrently estimate that the future growth rate of our revenues from commercial activities will likely exceed the growth rate of our aeronautical revenues. revenues (as was the case during the period from 2000 to 2010).

In recent years, non-aeronautical revenues per terminal passenger have increased 14.7% (from Ps. 27.032.7 in 20052008 to Ps. 28.237.5 in 2007)2010), while our cost of services per workload unit has decreased 2.3% (Ps. 34.1increased 9.9% (from Ps. 40.2 in 2005, as compared2008 to Ps. 33.344.2 in 2007)2010), resulting in non-aeronautical services contributing increasingly to our results of operations.

Non-aeronautical revenues per terminal passenger shows the average revenue generated by the commercial areas of our airports, and it is calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. Therefore if non-aeronautical revenues decline proportionately less than the decline in the number of terminal passengers during a period, non-aeronautical revenues per terminal passenger will increase despite the decrease in non-aeronautical revenues. Non-aeronautical revenues per terminal passenger are principally affected by:

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Recovery of rights to certain business that we previously did not operate;

Opening of new commercial space at our airports;

The level of passenger traffic; and

The exchange rate between the Mexican peso and the US dollar. This exchange rate affects the contracts denominated in U.S. dollars, which mainly consist of lease contracts for time-share developers, car rentals, duty free services and certain lease contracts for food and beverages and retail operations.

Certain categories of non-aeronautical revenues are directly impacted by passenger traffic (for example car parking and rental, food and beverage providers) while others are not (for example leasing of space, on which we earn at least a minimum fixed rent indexed to inflation each year, which may be increased by royalty-based payments as discussed below). Accordingly, non-aeronautical revenues do not always behave in the same manner as passenger traffic or workload units.

We estimate that approximately 88.1% of our commercial agreements could be arranged as royalty-based contracts based on the nature of our tenants’ operations, representing approximately 56.5% of our total non-aeronautical revenues. Under a royalty-based contract the amount tenants must pay is based on tenants’ revenues, subject to minimum guaranteed fixed amounts related to the square footage of the space leased. When the royalty-based amount is lower than the minimum guaranteed amount, the tenant must still pay the latter. Therefore, a decrease in passenger traffic volumes would result in a reduction in non-aeronautical revenues from such tenants only if, prior to such decrease in passenger traffic, the sales of royalty-based tenants were higher than the minimum guaranteed amount. As a result, during periods in which airports experience a reduction in passenger traffic volumes, non-aeronautical revenues may remain stable due to the minimum guaranteed amount received by the airport under the lease contract, thereby resulting in a potential increase in non-aeronautical revenues per workload unit. For example, during 2008, 2009 and 2010, non-aeronautical revenues were Ps. 728.6 million, Ps. 729.0 million and Ps. 758.8 million respectively, representing an increase of 0.1% and 4.1% in 2009 and 2010, respectively. The increase in 2009 as compared to 2008 was mainly due to the fact that during the last quarter of 2008, the Mexican peso depreciated versus US dollar by 26.7%; therefore, for our U.S. dollar-denominated contracts, we received a higher peso equivalent amount of revenues. At the same time, total terminal passenger volume declined in 2009 by 13.3%. This caused non-aeronautical revenues per terminal passenger to increase from Ps. 32.7 per passenger in 2008 to Ps. 37.8 per passenger in 2009, representing an increase of 15.6%. In 2010, terminal passenger volume increased more than the increase in non-aeronautical revenues. Terminal passenger volume increased 4.9% while non-aeronautical revenues increased 4.1%. As a result, non-aeronautical revenues per terminal passenger decreased from Ps. 37.8 per passenger in 2009 to Ps. 37.5 per passenger in 2010, a decrease of 0.8%.

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Revenues from improvements to concession assets

In 2010, we adopted INIF 17, which requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. Once quantified, revenues should follow the relevant recognition criteria taking into account the nature of the service rendered. Accordingly, when the operator provides construction or improvement services, revenues associated with such services should be recognized using the percentage-of-completion method while revenues from operating services should be recognized as services are rendered. INIF 17 also references the supplemental application of International Accounting Standard 18,Revenues. As a result, in 2010 we recognized revenues from improvements to concession assets. Revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they and are not directly related to our passenger traffic (the main driver of our revenues). During 2010 we recognized Ps. 657.1 million in revenues from improvements to concession assets.

Operating Costs

The following table sets forth our operating costs and certain other related information for the years indicated.

Operating Costs

 

  Year ended December 31,   Year ended December 31, 
  2005 2006 2007   2008 2009 2010 
  Amount Amount % change Amount % change   Amount Amount % change Amount % change 
  (millions of pesos, except percentages and passenger data)   (millions of pesos, except percentages and passenger data) 

Operating Costs:

            

Cost of services:

            

Employee costs

  Ps.  308.5  Ps.  323.1  4.7% Ps.  351.7  8.9%  Ps.363.4   Ps.335.6    (7.6)%  Ps.344.8    2.8

Maintenance

   131.6   127.4  (3.2)  142.4  11.8    165.6    179.4    8.3    185.4    3.3  

Safety, security and insurance

   91.9   102.7  11.8   106.2  3.4    111.0    110.7    (0.3  114.1    3.1  

Utilities

   72.3   85.4  18.1   90.3  5.7    113.1    91.3    (19.3  103.5    13.4  

Other

   98.3   121.1  23.3   148.5  22.6    199.7    152.3    (23.7  216.0    41.8  

Total cost of services

   702.6   759.7  8.1   839.1  10.5    952.8    869.3    (8.8  963.9    10.9  

Technical assistance fees

   99.7   109.3  9.6   125.9  15.2    118.2    111.7    (5.5  128.4    15.0  

Concession taxes

   138.9   151.3  8.9   172.8  14.2    173.5    162.5    (6.3  185.0    13.8  

Depreciation and amortization:

            

Depreciation(1)

   113.9   191.7  68.3   201.7  5.2    87.2    82.5    (5.4  94.7    14.8  

Amortization(2)

   552.4   552.4  0.0   552.4  0.0    711.0    746.4    5.0    785.2    5.2  

Total depreciation and amortization

   666.3   744.1  11.7   754.1  1.3    798.2    828.8    3.8    879.9    6.2  
   2,042.7    1,972.4    (3.4  2,157.2    9.4  

Cost of improvements to concession assets

   —      —      —      657.1    100.0  

Total operating costs

  Ps.1,607.5  Ps.1,764.5  9.8% Ps.1,892.0  7.2%  Ps.2,042.7   Ps.1,972.4    (3.4)%  Ps.2,814.3    42.7

Other Information:

            

Total workload units(3)

   20,580.1   22,120.1  7.5%  25,173.3  13.8%   23,712.0    20,549.2    (13.3)%   21,827.9    6.2

Cost of services per workload unit

   34.1   34.3  0.6%  33.3  (2.9)%   40.2    42.3    5.2  44.2    4.4

Cost of services margin(4)

   25.1%  24.9%   24.1% 

Cost of services / the sum of aeronautical and non-aeronautical revenues(4)

   27.3  26.6   25.9 

 

(1)Reflects depreciation of fixed assets.
(2)Reflects amortization of our improvements of concession assets, concessions and recovered long-term leases (long-term third-party leases granted by our predecessor to operate commercial areas in our airports).
(3)In thousands. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
(4)Cost of services divided by totalthe sum of aeronautical and non-aeronautical revenues, expressed as a percentage.

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Cost of Services

Our cost of services consists primarily of employee costs, maintenance, safety, security and insurance costs, as well as utilities (a portion of which we recover from our tenants) and various other operating costs. miscellaneous expenses. Cost of services per workload unit is an indicator that is calculated by dividing cost of services by the work load units for a given period. This indicator is affected annually by:

Increases and decreases in the different items included in cost of services.

Increases and decreases in the relative number of work load units.

Therefore, if the cost of services increases less in proportion to the increase in workload units, the cost of service per work load unit decreases. Similarly, cost of service per workload units increases in periods in which the costs of service remains stable but workload units declined.

In recent years, our cost of services per workload unit has decreased modestlyincreased from Ps. 34.140.2 in 20052008 to Ps. 33.342.3 in 2007. This stability2009 and control over ourPs. 44.2 in 2010. The increase in cost of services per workload unit together withfrom 2008 to 2009 was as a result of the decline in workload units from 23.7 million in 2008 to 20.5 million in 2009. Therefore, despite strict controls on cost of services, the decrease in passenger traffic unfavorably affected our cost per workload unit. In 2010, cost of services per workload unit increased despite an increase in workload units from 20.5 million in 2009 to 21.8 million in 2010 as a result of a 10.9% increase in the cost of services, primarily as a result of increases in revenuesthe cost of utilities and other cost of services (including an increase in recent years, has increased our operating margins (defined asreserve for doubtful accounts due to Grupo Mexicana’s insolvency proceeding). During this period our income from operations divided by total revenues) by 300the sum of aeronautical and non-aeronautical revenues (operating margin) increased 50 basis points from 42.5%41.5% in 20052008 to 45.5%42.0% in 2007.2010.

Technical Assistance Fee and Concession Tax

Under the technical assistance agreement, AMP provides management and consulting services as well as technical assistance and technological and industry knowledge and experience to us in exchange for a fee. This agreement is more fully described in Item 7 hereof. The technical assistance fee for each of 2000 and 2001 was fixed at U.S.$ 7.0 million (adjusted annually for U.S. inflation since August 25, 2000). Subsequent toSince January 1, 2002, the fee has been equal to the greater of U.S.$ 4.0 million (adjusted annually for U.S. inflation since August 25, 2000)inflation) and 5% of our annual consolidated operating income, from operationsdefined as earnings before interest income or expense (calculated prior to deducting the technical assistance fee, andincome taxes, depreciation and amortization and in each case determined in accordance with MFRS). In 2010, 2009 and 2008, this fee was Ps.128.4 million, Ps. 111.7 million and Ps. 118.2 million, respectively.

Beginning November 1, 1998, we becameWe are subject to the Mexican Federal Duties Law, which requires each of our airports to pay a concession tax to the Mexican government, which is currently equal to 5% of the gross annual revenues (excluding revenues from improvements to concession assets) of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. In 2008, 2009 and 2010, this tax was Ps. 173.5 million, Ps. 162.5 million and Ps. 185.0 million, respectively. The concession tax rate may vary on an annual basis as determined solely by the Mexican federal congress,Federal Congress, and there can be no assurance that this fee mayrate will not increase in the future. If the Mexican federal congressFederal Congress increases the concession tax rate, we are entitled to request an increase in our maximum rates from the Ministry of Communications and Transportation; however, there can be no assurance that the Ministry of Communications and Transportation would honor our request.

Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect primarily the amortization of our investment in our 12 concessions, which we began amortizing for accounting purposes in August 1999, the date on

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which the value of our concessions was determined based on the value assigned by AMP to our Series BB shares as part of its winning bid to acquire its 15% interest in us. In addition, we depreciateamortize the value of certain fixed assets we acquire or build at our airports pursuant to the investment requirements under our master development programs. Moreover, in 20062008 and 2007,2010, we recognized anticipated depreciation from somewrote off the remaining balance of certain additions to and construction upon facilities carried out during 2006 and 2007, respectively.since the beginning of our concession, as they were replaced with new investments as required under the master development program. The amountamounts of these effectswrite offs were Ps. 35.88.3 million and 10.9Ps. 20.0 million, respectively. Beginning in October 2004, we changed the2008 and 2010, respectively (during 2009 there were no write offs). The adoption of INIF 17 in 2010 did not result in a change to our amortization rates, applicablethus our accounting policy is the same as it was in previous periods. For further information regarding depreciation and amortization expenses, refer to Notes 7, 8, 9, 10 and 11 to our concessions. The effectaudited consolidated financial statements.

Cost of this change was an increaseimprovements to concession assets

In conformity with our Master Development Programs we have to invest in additions and upgrades to our concession assets, and these investments are reflected according to INIF 17. In our case, because we hire third parties to provide construction and upgrade services, our costs reflect the amounts paid to third parties, and we do not recognize a premium on the cost of Ps. 34.5 million of amortization expense for the year ended December 31, 2005, as comparedservices. Because revenues from improvements to 2004 (dueconcession assets are equal to the fact that new rates were in effect for allcost of 2005 and only partimprovements to concession assets, the adoption of 2004), and an increase of Ps. 11.5 million for the year ended December 31, 2004, as compared to 2003 (due to the fact that the rates were in effect for part of 2004, butINIF 17 does not in effect during 2003).have a cash-impact on our results.

Taxation

We and each of our subsidiaries pay taxes on an individual (rather than consolidated) basis. Through 2007, Mexican companies arewere generally required to pay the greater of their income tax liability (determined at a rate of 30% for 2005, 29% for 2006, 28% for thereafter)in 2007) or their asset tax liability (determined at a rate of 1.8% – until December 2006 and 1.25% in 2007 – of the average tax value of virtually all of their assets including, in our case, our concessions), less the average tax value of certain liabilities (until(basically liabilities owed to Mexican residents excluding those with financial institutions or their intermediaries). Until December 2006; beginning in 2007, no liabilities

are deducted). Due to changes in the asset tax legislation, effective January 1, 2007, taxpayers who file tax reports and meet certain requirements may obtain a tax credit equivalent to 0.50% or 0.25% of taxable income. If,law established that if in any year the asset tax liability exceedsof a company exceeded the income tax liability of that company, the asset tax payment for such excess may be reduced by the amount by which the income tax exceeded the asset tax in the three preceding years. In addition, any required payment of the asset tax is creditablewas able to be deducted against the excess of the income tax over the asset tax of(the “asset tax balance”) over the following ten years. Mexican companies are exempt from the asset tax during the first three full fiscal years following the commencement of operations (which in our case occurred on November

Beginning January 1, 1998). Accordingly, we were exempt from the asset tax until December 31, 2001.

In 2005, 2006 and 2007, we and our subsidiaries paid an aggregate of Ps. 146.5 million, Ps. 125.9 million and Ps. 81.9 million, respectively, in asset taxes. As2008, as a result of changes in the Mexican tax law, Mexican companies must pay the asset tax balance may be recovered through rebates over the following ten yearsgreater of up to 10% of the total asset tax paid out and pending recovery, provided that this sum does not exceed the difference between thetheir income tax paid during the period(determined at a rate of 28% for 2008 to 2009, and the asset tax paid during the three previous years, whichever is lower, when the income tax exceeds asset tax in any of those years.

On October 1, 2007,30% for 2010 to 2012, 29% for 2013 and 28% thereafter) or a new business flat tax rate business tax (Impuesto Empresarial a Tasa Única, or “IETU”) was approvedIETU), which replaced the asset tax. IETU is calculated by applying a tax rate of 16.5% in 2008, 17.0% in 2009 and 17.5% thereafter to income based on cash flows. This cash flow income is determined by taking authorized deductions (excluding wages, social security contributions, interest expense and certain investment expenditures) from total income earned from taxable activities. IETU tax credits are deducted according to procedures established in the Mexican government and became effective as of January 1, 2008.

IETU tax law. In addition, the Tax Benefits Decree and the Third Omnibus Tax Bill were published on November 5 and December 31, 2007, respectively, clarifying or expanding the transitory application of the law regarding transactions carried out in 2007 that will havehad an impact in 2008. ThisAs a result of these changes in the Mexican tax law, which eliminatedthe new IETU tax law established that the asset tax and replaced it withbalance could be recovered during the IETU as described below, applies to individuals and companies with permanent establishment in Mexico. Such individuals and companies are required to payten years following the greaterimplementation of the IETU ortax law by up to 10% of the total asset tax carryforward at December 31, 2007 each year, provided that this amount does not exceed the difference between the income tax. IETU is calculated by applying a tax rate of 16.5% in 2008, 17.0% in 2009 and 17.5% thereafter to an income determined based on cash flows. This income is determined by deducting authorized deductions (excluding wages, social security contributions and certain investment expenditures) from total income earned from taxable activities. IETU tax credits are deducted according to procedures establishedpaid in the IETUyear and the lowest amount of asset tax law.paid during each of the three years preceding December 31, 2007.

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We regularly review our deferred tax assets for recoverability and, if necessary, establish a valuation allowance based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Mexican tax law allows Mexican companies utilizing tax amortization rates that are lower than the maximum allowable rates to modify their tax amortization rates every five years, without exceeding the maximum allowable rate. Beginning in 2000, we utilized rates lower than the 15% maximum allowable rate to amortize our airport concessions and rights to use airport facilities for tax purposes.

Beginning in January 2005, after the expiration of the five-year period and in order to optimize our effective tax rate and our long-term financial position, we elected to increase the tax amortization rates on our airport concessions and rights to use airport facilities at six of our 12 airports. As a result of the change in tax amortization rates and the increase in pre-tax income attributable to our recovery of commercial space at our Puerto Vallarta International Airport, in 2005 we reversed Ps. 40.6 million in valuation allowance charges and recorded a corresponding increase in our deferred tax asset.

Our effective tax rates in 2005, 20062008, 2009 and 20072010 were 41%8%, 29%11% and 17%6%, respectively. Our relatively high effective tax rate was historically the result of the valuation allowance we recorded each year against asset tax amounts that we did not expect to recover, prior to the final resolution in favor of the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports that was received in 2006. In 2007,2008, our effective tax rate declined, reflectingof 8% was significantly lower than the Mexican corporate tax rate of 28% solely due to the changes in NIF B-10,Effects of Inflation, which resulted in discontinuing recognizing the effects of inflation in our financial statements beginning 2008, while the corresponding tax values of assets and liabilities continue to be adjusted for inflation. This new accounting treatment resulted in a discrepancy between the tax basis and accounting basis of our assets and liabilities, making the tax basis significantly higher than the accounting basis that generated an increase in the deferred income tax asset. In 2009, our pre-tax income that was not matched byeffective tax rate increased to 11% (or more than 300 basis points) mainly due to a proportionate increasedecrease in the rate of inflation used in our base of comparison for accounting purposes to tax provision, principallypurposes from 6.5% to 3.6%. The increase was also partially due to the favorable final resolution of, and partial refunda change in connection with, our tax claims in respect of the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports that produced: i) an adjustment reversing valuation allowances we took for those airports during 2002, 2003, 2004 and 2005 (such adjustment aggregating Ps. 144.8), and ii) a smaller valuation allowance for asset taxes. In 2010, our effective tax rate decreased to 6% . The decrease is partially due to a decrease in the fiscal amortization rates of the Manzanillo and Los Mochis airport’s concession in 2010, which resulted in an increase in the fiscal values of these concessions, thereby decreasing the related deferred income tax liability. The corresponding effect on taxable income was a decrease in the tax losses generated at these two airports. However, as the deferred tax assets for tax loss carryforwards are fully reserved, they did not offset the year 2006. The airports receivedaforementioned decrease in the refunddeferred income tax liability generated by the change in the fiscal amortization rates. As a consequence, income tax expense only reflected the reduction of Ps. 146,407the change in the deferred income tax liability, thereby generating a reduction in our effective tax rate. This was further, and more significantly, affected by an increase in the inflation rate from 3.6% to 4.4%, which thereby increased the fiscal value of our concessions to exceed their accounting value, resulting in a pending balancean additional benefit to our effective tax rate at these airports. We paid Ps. 476.5 million, Ps. 372.3 million and Ps. 470.0 million in corporate taxes in 2008, 2009 and 2010, respectively, representing 28.0%, 27.7% and 29.5% of Ps. 62,156.our earnings before taxes.

As a result ofAccording to the enactment of IETU,mechanism established to recover existing asset tax credit carryforwards, which ultimately benefited us, the Company now has ten years beginning in 2008 to recover those existing asset tax credit carryforwards;credits. Every year, we review and adjust, as well, the IETU law established a mechanism to recover existing asset tax credit carryforwards that ultimately benefited the Company.necessary, our financial projections based on new expectations of revenues, expenses and capital expenditures, whether for our Master Development Programs, for new maximum tariffs or new passenger traffic projections. Based on these changes which resulted in the Company’s ability to recover tax on assets that was previously determined to be unrecoverable, coupled with the Company’s financial projections from 2008 to 2017, in 2007, the Company recognized a significant decrease in the valuation allowance of recoverable tax on assets paid in previous years for Ps. 354.9 million. This reserve was increased slightly in 2008 to Ps. 79.1 million, (Ps. 286.4given the 2008 results compared with its related forecast with respect to certain of our airports, and was further increased in 2009 to Ps. 23.9 million nominal pesos), throughfor similar reasons. In 2010, we decreased this reserve to Ps. 11.5 million based on revised financial projections from 2011 to 2017 which indicated improved financial performance at certain of our airports, given increased estimates of passenger traffic and maximum tariffs stemming from subsequent five-year period tariffs agreed upon with the cancellationMinistry of Communications and Transportation, that became effective in January 2010 and were higher than originally projected. The recoverable tax on assets decreased Ps. 11.4 million due to a refund request made in 2010 to the valuation allowance.fiscal authorities.

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Employee Profit Sharing

On January 1, 1999, we becameWe are subject to the statutory employee profit sharing regime established under the Mexican Federal Labor Law (Ley Federal del Trabajo). Under this regime, 10% of each unconsolidated company’s annual profits (as calculated for tax purposes) must be distributed among its employees, other than its chief executive officer.

Employee Retirement Plans

Under Mexican legislation, we must make payments equivalent to 2% of our workers’ integrated daily salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps. 4.0 million in 2008, Ps. 3.9 million in 2009 and Ps. 4.0 million in 2010.

Effects of Devaluation and Inflation

The following table sets forth, for the periods indicated:

indicated, the percentage that the Mexican peso depreciated or appreciated against the U.S. dollar;

dollar, the Mexican inflation rate;

rate, the U.S. inflation rate;rate, and

the percentage that the Mexican gross domestic product, or GDP, changed as compared to the previous period.

  Year ended December 31,   Year ended December 31, 
  2005 2006 2007   2008 2009 2010 

Depreciation (appreciation) of the Mexican Peso as compared to the U.S. dollar(1)

  (4.6)% 1.7% 1.0%

Depreciation (appreciation) of the Mexican peso as compared to the U.S. dollar(1)

   26.7  (5.6)%   (5.4)% 

Mexican inflation rate(2)

  3.3% 4.0% 3.8%   6.5  3.6  4.4

U.S. inflation rate(3)

  3.4% 2.5% 4.1%   0.1  2.7  1.5

Increase in Mexican gross domestic product(4)

  3.0% 4.8% 3.3%   1.5  (6.5)%   6.2

 

(1)Based on changes in the rates for calculating foreign exchange liabilities, as reported by Banco de México, the Mexican Central Bank, at the end of each period, which were as follows: Ps. 10.634413.8320 per U.S. dollar as of December 31, 2005,2008, Ps. 10.811613.0587 per U.S. dollar as of December 31, 20062009 and Ps. 10.915712.3571 per U.S. dollar as of December 31, 2007.2010.
(2)Based on changes in the Mexican consumer price index from the previous period, as reported by the Banco de México. The Mexican consumer price index at year end was: 116.3010133.761 in 2005, 121.01502008, 138.541 in 20062009 and 125.5640144.639 in 2007.2010.
(3)As reported by the U.S. Department of Labor, Bureau of Labor Statistics.
(4)In real terms, as reported by the Mexican National Statistical, Geographic and Information Institute (INEGI)of Statistics as of February 19, 2008.25, 2011.

The general condition of the Mexican economy, changes in the value of the peso as compared to the dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, our:

 

  

Depreciation and amortization expense.Through 2007, we restated our non-monetary assets to give effect to inflation. The restatement of these assets in periods of high inflation increasesincreased the carrying value of these assets in pesos, which in turn increasesincreased the related depreciation expense and risk of impairments. Our airport concessions are being amortized on a straight-line basis over the life of the concession and rights acquired. Although depreciation and amortization has not been affected since we discontinued the recognition of the effects of inflation as required by MFRS, should Mexico experience increased levels of inflation, and thus be required by MFRS to include those effects in its financial information, values of our concessions and other non-monetary assets could increase, and thus increase depreciation and amortization charges.

 

  

Passenger charges.charges. Passenger charges for international passengers are currently denominated in dollars, whilebut are invoiced and collected in pesos. Meanwhile, passenger charges for domestic passengers are denominated in pesos. Because through 2007 MFRS required Mexican

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companies to restate their results of operations in prior periods in constant pesos as of the most recent balance sheet date, when the rate of inflation in a period exceedsexceeded the depreciation of the peso as compared to the dollar for that period, the peso value of dollar-denominated or dollar-linked revenues in the prior period iswas higher than those of the current period. This effect may occur despite the fact that the amount of such revenues in dollar terms may have been greater in the current period.

 

  

Comprehensive financing result (cost).result.As required by MFRS, our comprehensive financing costresult reflects gains or losses from foreign exchange gains or losses from monetary position (through 2007) and gains and losses from interest.interest earned or incurred. As a result, it is impacted by both inflation and currency depreciation.

 

  

Maximum rates in pesos.Our tariffs for the services we provide to international flights or international passengers are denominated in U.S. dollars, but are generally invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight. We generally collectDuring 2008, 2009 and 2010, we collected passenger charges from airlines 60-115within 75 to 86 days, 79 to 136 days, and no longer than 60 days, respectively, following the date of each flight. We intend to charge prices that are as close as possible to the maximum rates that we can charge. Since we are

usually only entitled to adjust our specific prices once every six months (or earlier upon a cumulative increase of 5% in the Mexican producer price index, excluding petroleum), a depreciation of the peso as compared to the dollar, particularly late in the year, could cause us to exceed the maximum rates at one or more of our airports, possibly leading to the termination of one of our concessions.concessions if it is repeated and sanctioned by the Ministry of Communications and Transportation at least three times. In the event that any one of our concessions is terminated, our other concessions may also be terminated. In addition, if the peso appreciates as compared to the dollar we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.

In accordance with the new Financial Reporting Standard (“NIF”)NIF B-10, “EffectsEffects of Inflation”Inflation, since the cumulative inflation in Mexico measured by the Mexican Consumer Price IndexNCPI in the three-year periodperiods ended December 31, 2007, 2008 and 2009 was below 26%, we ceased recognizing the effects of inflation in our financial statements for the fiscal yearyears beginning January 1, 2008.2008, 2009 and 2010.

Results of operations by Airportsubsidiary

The following table sets forth our results of operations for the years indicated for each of our principal airports.airports and our other subsidiaries.

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Airport Results of operationsOperations by Subsidiary

 

  Airport Operating Results   Subsidiary Operating Results 
  Year ended December 31,   Year ended December 31, 
  2005 2006 2007   2008 2009 2010 
  (millions of pesos, except percentages)   (millions of pesos, except percentages) 

Guadalajara:

        

Revenues:

        

Aeronautical services

  Ps.  718.2  Ps.809.3  Ps.930.1   Ps.930.6   Ps.884.7   Ps.1,067.1  

Non-aeronautical services

   171.7   201.3   232.9    233.2    231.0    250.8  
   1,163.8    1,115.7    1,317.9  

Improvements to concession assets

   —      —      159.7  

Total revenues

   889.9   1,010.6   1,163.0    1,163.8    1,115.7    1,477.6  

Operating costs

   469.1   533.4   538.8 

Costs of services

   261.0   281.2   298.1 

Total costs

   588.5    579.4    825.6  

Costs of operations(4)

   345.0    321.3    382.6  

Cost of improvements to concession

   —      —      159.7  

Depreciation and amortization

   208.1   252.2   240.7    243.5    258.1    283.2  

Income from operations

   420.8   477.2   624.2    575.3    536.2    652.1  

Operating margin(1)

   47.3%  47.2%  53.7%   49.4  48.1  44.1

Tijuana

    

Tijuana:

    

Revenues:

        

Aeronautical services

  Ps.312.2  Ps.342.0  Ps.424.3   Ps.368.4   Ps.334.8   Ps.434.2  

Non-aeronautical services

   40.5   46.4   53.5    96.8    87.9    91.3  
   465.2    422.7    525.5  

Improvements to concession assets

   —      —      113.8  

Total revenues

   352.7   388.4   477.8    465.2    422.7    639.2  

Operating costs

   272.9   286.8   304.9 

Costs of services

   139.1   152.0   168.4 

Total costs

   322.5    321.6    450.8  

Costs of operations(4)

   185.5    182.2    195.2  

Cost of improvements to concession

   —      —      113.8  

Depreciation and amortization

   133.8   134.8   136.5    137.0    139.4    141.8  

Income from operations

   79.8   101.6   172.9    142.7    101.1    188.5  

Operating margin(1)

   22.6%  26.2%  36.2%   30.7  23.9  29.5

Puerto Vallarta:

        

Revenues:

        

Aeronautical services

  Ps.364.8  Ps.397.6  Ps.418.0   Ps.454.1   Ps.387.4   Ps.438.1  

Non-aeronautical services

   78.7   86.8   110.5    131.1    140.3    144.8  
   585.2    527.7    582.9  

Improvements to concession assets

   —      —      113.5  

Total revenues

   443.5   484.4   528.5    585.2    527.7    696.4  

Operating costs

   208.9   227.7   245.7 

Costs of services

   122.7   129.2   144.1 

Total costs

   285.4    270.0    400.0  

Costs of operations(4)

   175.3    155.3    169.3  

Cost of improvements to concession

   —      —      113.5  

Depreciation and amortization

   86.2   98.5   101.6    110.1    114.7    117.2  

Income from operations

   299.8    257.7    296.4  

Operating margin(1)

   51.2  48.8  42.6

Los Cabos:

    

Revenues:

    

Aeronautical services

  Ps.432.5   Ps.398.0   Ps.455.3  

Non-aeronautical services

   153.4    168.6    169.3  
   585.9    566.6    624.6  

Improvements to concession assets

   —      —      156.5  

Total revenues

   585.9    566.6    781.1  

Total costs

   231.8    233.4    399.0  

Costs of operations(4)

   144.5    145.1    147.9  

Cost of improvements to concession

   —      —      156.5  

Depreciation and amortization

   87.3    88.3    94.6  

Income from operations

   354.1    333.2    382.1  

Operating margin(1)

   60.4  58.8  48.9

Hermosillo:

    

Revenues:

    

Aeronautical services

  Ps.132.3   Ps.126.9   Ps.135.5  

   Airport Operating Results 
   Year ended December 31, 
   2005  2006  2007 
   (millions of pesos, except percentages) 

Income from operations

   234.6   256.7   282.8 

Operating margin(1)

   52.9%  53.0%  53.5%

Los Cabos:

    

Revenues:

    

Aeronautical services

  Ps.339.9  Ps.379.4  Ps.403.6 

Non-aeronautical services

   125.8   129.0   152.6 

Total revenues

   465.7   508.4   556.2 

Operating costs

   170.7   183.5   219.2 

Costs of services

   109.1   119.7   151.4 

Depreciation and amortization

   61.6   63.8   67.8 

Income from operations

   295.0   324.9   337.0 

Operating margin(1)

   63.3%  63.9%  60.6%

Hermosillo:

    

Revenues:

    

Aeronautical services

  Ps.118.6  Ps.115.7  Ps.132.2 

Non-aeronautical services

   23.2   22.4   24.1 

Total revenues

   141.8   138.1   156.3 

Operating costs

   94.0   101.6   110.0 

Costs of services

   58.9   63.7   70.6 

Depreciation and amortization

   35.1   37.9   40.4 

Income from operations

   47.8   36.5   45.3 

Operating margin(1)

   33.7%  26.4%  29.0%

Guanajuato:

    

Revenues:

    

Aeronautical services

  Ps.140.0  Ps.147.1  Ps.160.7 

Non-aeronautical services

   27.9   27.3   31.4 

Total revenues

   167.9   174.4   192.1 

Operating costs

   95.3   100.2   107.7 

Costs of services

   60.1   63.4   69.7 

Depreciation and amortization

   35.2   36.8   38.0 

Income from operations

   72.6   74.2   84.4 

Operating margin(1)

   43.2%  42.5%  44.0%

Other(2):

    

Revenues:

    

Aeronautical services

  Ps.287.5  Ps.289.1  Ps.344.0 

Non-aeronautical services

   48.7   52.8   59.4 

Total revenues

   336.2   341.9   403.4 

Operating costs

   302.2   331.3   365.1 

Costs of services

   200.7   216.6   241.3 

Depreciation and amortization

   101.5   114.7   123.8 

Income from operations

   33.9   10.6   38.3 

Operating margin(1)

   10.1%  3.2%  9.5%

Total:

    

Revenues:

    

Aeronautical services

  Ps.  2,281.1  Ps.  2,480.2  Ps.  2,812.9 

Non-aeronautical services

   516.5   566.0   664.4 

Total revenues

   2,797.6   3,046.2   3,477.3 

Operating costs

   1,613.1   1,764.5   1,891.9 

Costs of services

   951.6   1,025.8   1,143.6 

Depreciation and amortization

   661.5   738.7   748.8 

Income from operations

   1,184.5   1,281.7   1,584.9 

Operating margin(1)

   42.3%  42.1%  45.6%

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   Subsidiary Operating Results 
   Year ended December 31, 
   2008  2009  2010 
   (millions of pesos, except percentages) 

Non-aeronautical services

   24.2    25.0    24.4  
   156.5    151.9    159.9  

Improvements to concession assets

   —      —      19.1  

Total revenues

   156.5    151.9    179.0  

Total costs

   119.6    118.6    140.3  

Costs of operations(4)

   78.5    76.1    74.0  

Cost of improvements to concession

   —      —      19.1  

Depreciation and amortization

   41.1    42.5    47.2  

Income from operations

   36.9    33.3    38.7  

Operating margin(1)

   23.6  21.9  21.6

Guanajuato:

    

Revenues:

    

Aeronautical services

  Ps.144.8   Ps.122.4   Ps.130.0  

Non-aeronautical services

   32.9    26.3    29.2  
   177.7    148.7    159.2  

Improvements to concession assets

   —      —      23.1  

Total revenues

   177.7    148.7    182.3  

Total costs

   116.4    108.4    135.6  

Costs of operations(4)

   79.4    68.7    71.1  

Cost of improvements to concession

   —      —      23.1  

Depreciation and amortization

   37.0    39.7    41.4  

Income from operations

   61.3    40.3    46.7  

Operating margin(1)

   34.5  27.1  25.6

Other Airport Subsidiaries(2):

    

Revenues:

    

Aeronautical services

  Ps.299.5   Ps.283.0   Ps.297.6  

Non-aeronautical services

   57.0    50.0    49.1  
   356.5    333.0    346.7  

Improvements to concession assets

   —      —      71.4  

Total revenues

   356.5    333.0    418.0  

Total costs

   391.3    364.5    451.5  

Costs of operations(4)

   269.3    235.5    241.3  

Cost of improvements to concession

   —      —      71.4  

Depreciation and amortization

   122.0    129.0    138.8  

Loss from operations

   (34.8  (31.6  (33.4

Operating margin(1)

   (9.8)%   (9.5)%   (8.0)% 

Other Subsidiaries(3):

    

Total costs

   (12.7  (23.6  11.7  

Costs of operations(4)

   (32.9  (40.7  (4.2

Depreciation and amortization

   20.2    17.1    15.9  

Income (loss) from operations

   12.7    23.6    (11.7

Total:

    

Revenues:

    

Aeronautical services

  Ps.2,762.2   Ps.2,537.2   Ps.2,957.8  

Non-aeronautical services

   728.6    729.0��   758.8  
   3,490.8    3,266.2    3,716.6  

Improvements to concession assets

   —      —      657.1  

Total revenues

   3,490.8    3,266.2    4,373.7  

Total costs

   2,042.8    1,972.3    2,814.3  

Costs of operations(4)

   1,244.6    1,143.5    1,277.3  

Cost of improvements to concession

   —      —      657.1  

Depreciation and amortization

   798.2    828.8    879.9  

Income from operations

   1,448.0    1,293.9    1,559.4  

Operating margin(1)

   41.5  39.6  35.7

 

(1)We determine operating margin per airport by dividing income from operations at each airport or group of airports by total revenues for that airport or group of airports.
(2)Reflects the results of operations of our airports located in Morelia, La Paz, Aguascalientes, Mexicali, Los Mochis and Manzanillo.Manzanillo airports.

100


(3)Other subsidiaries data reflects the results of operations of our administrative, operating and car parking services providers.
(4)Cost of operations includes cost of services, technical assistance fees and concession taxes.

Historically, our most profitable airports have been our Los Cabos, Guadalajara and Puerto Vallarta international airports, which handle the majority of our international passengers. We determine profitability per airport by dividing income from operations at each airport by total revenues for that airport. Operating margins at our Tijuana International Airport historically have been lower than at our other airports because the maximum rates applicable to aeronautical services provided at our Tijuana International Airport are lower than those applicable to our other principal airports. In addition,This is because the amortization of our concession relative to the level of revenues is much higher at our Tijuana International Airport than at our other principal airports.airports because the original concession value assigned to the Tijuana International Airport was proportionately higher.

Summary Historical Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years indicated.

 

  Summary Consolidated Operating Results   Summary Consolidated Operating Results 
  Year ended December 31,   Year ended December 31, 
  2005 2006 2007   2008 2009 2010 
  Amount Amount % change Amount % change   Amount Amount % change Amount % change 
  (thousands of pesos, except percentages)   (thousands of pesos, except percentages) 

Revenues:

           

Aeronautical services

  Ps.  2,281,135  Ps.  2,480,210  8.7% Ps.  2,812,869  13.4%  Ps.2,762,198   Ps.2,537,262    (8.1)%  Ps.2,957,763    16.6

Non-aeronautical services

   516,509   565,983  9.6   664,455  17.4    728,587    728,978    0.1    758,803    4.1  
   3,490,785    3,266,240    (6.4  3,716,566    13.8  

Improvements to concession assets

   —      —      0.0    657,103    100.0  

Total revenues

   2,797,644   3,046,193  8.9   3,477,324  14.2    3,490,785    3,266,240    (6.4  4,373,669    33.9  

Operating costs:

           

Cost of services

   702,563   759,747  8.1   839,119  10.4    952,729    869,315    (8.8  963,872    10.9  

Technical assistance fees

   99,718   109,277  9.6   125,857  15.2    118,226    111,721    (5.5  128,384    14.9  

Concession taxes

   138,944   151,333  8.9   172,846  14.2    173,533    162,507    (6.4  185,017    13.9  

Depreciation and amortization

   666,276   744,137  11.7   754,097  1.3    798,251    828,835    3.8    879,941    6.2  

Total operating costs

   1,607,500   1,764,494  9.8   1,891,919  7.2 
   2,042,739    1,972,378    (3.4  2,157,214    9.4  

Cost of improvements to concession assets

   —      —      0.0    657,103    100.0  

Total costs

   2,042,739    1,972,378    (3.4  2,814,317    42.7  

Income from operations

   1,190,143   1,281,699  7.7   1,585,405  23.7    1,448,046    1,293,862    (10.6  1,559,352    20.5  

Net comprehensive financing income (expense)

      

Net comprehensive financing income

     

Interest income, net

   96,978   77,957  (19.6)  152,806  96.8    105,553    109,779    4.0    57,606    (47.5

Exchange (loss) gain, net

   (11,671)  5,551  147.6   (2,078) (137.4)   92,402    (26,149  (128.3  (14,509  (44.5

Monetary position loss

   (50,916)  (55,169) 8.3   (59,117) 7.2 

Gain (loss) from embedded derivatives

   (21,907)  1,850  (108.4)  5,732  154.7    16,923    (25,421  (250.2  (4,872  (80.8

Net comprehensive financing income (expense)

   12,484   30,189  141.8   97,343  222.4 

Net comprehensive financing income

   214,878    58,209    (72.9  38,225    (34.3

Other (expense) income

   (1,602)  245  (115.3)  (2,352) (1,060.0)   7,543    (11,710  (255.2  (1,965  (83.2

Income before income taxes

   1,201,026   1,312,133  9.3   1,680,396  28.1    1,670,467    1,340,361    (19.8  1,595,612    19.0  

Income tax expense

   489,757   384,108  (21.4)  277,577  (27.7)   129,625    140,917    8.7    95,452    (32.3

Consolidated net income

   711,269   928,025  30.5   1,402,819  51.2    1,540,842    1,199,444    (22.2  1,500,160    25.1  

Other operating data (unaudited):

           

Operating margin(1)

   42.3%  42.1%   45.6%    41.5  39.6   35.7 

Net margin(2)

   25.4%  30.5%   40.3%    44.1  36.7   34.3 

 

(1)Income from operations divided by total revenues, expressed as a percentage.
(2)Net income divided by total revenues, expressed as a percentage.

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Results of operations for the year ended December 31, 20072010 compared to the year ended December 31, 2006.2009

Revenues

Total revenues for 20072010 increased 14.2%33.9%, from Ps. 3,046.2 million3.27 billion in 20062009 to Ps. 3,477.3 million4.37 billion in 2007.2010. This increase in total revenues was mainly due to the addition of Ps. 657.1 million in revenues from improvements to concession assets as a 13.4%result of our adoption of INIF 17, and, to a lesser extent, as a result of a Ps. 420.5 million increase in aeronautical services revenues and a 17.4%Ps. 29.8 million increase in non-aeronautical services revenues.

Aeronautical services revenues increased 13.4%16.6%, from Ps. 2,480.2 million2.54 billion in 20062009 to Ps. 2,812.9 million2.96 billion in 2007. This increase was due2010, primarily to increased revenues from passenger charges fees, which increased Ps. 355 million, driven by a 14.9% increase in total passenger traffic (representing 106.7% of the increase in aeronautical services revenues and 82.3% of the increase in total revenues). However, this increase was partially offset by the decline of Ps. 37.2 million in revenues from airplane landing, parking fees and boarding fees, a decrease of 11.9% compared to 2006. This was the result of the incentives offered to all airlines to attract new routes and frequencies to and from our airports.

Asas a result of the aforementioned and according to the concession agreements for the recognition of the effect of inflation and the application of the efficiency factor, both undernew maximum rates as of January 2010, which increased 10.1%, as well as a 4.9% increase in passenger traffic. Revenues from passenger charges increased Ps. 364.8 million. Revenues from aircraft landing and parking fees increased 24.5%, or Ps. 31.6 million, while the leasing of ticket counter spaces and complementary services to airlines increased 33.0%, or Ps. 17.5 million. In addition, the Los Cabos and Puerto Vallarta airports, which have the two highest maximum tariff, aeronautical revenues pertariffs, reported a combined increase in total terminal traffic of 215.1 thousand passengers, representing 23.0% of our increase in total terminal passenger decreased 0.3%, from Ps. 112.1 in 2006traffic as compared to Ps. 111.7 in 2007.2009.

Non-aeronautical services revenues for 20072010 increased Ps. 98.529.8 million, or 17.4% compared4.1%, from Ps. 729.0 million in 2009 to 2006. This increase is mainly attributable to revenues derived fromPs. 758.8 million in 2010. The primary factor influencing the leasing of space to timeshare developers, which increased Ps. 23.1 million,change in non-aeronautical revenues from parking spaces, which rose by Ps. 21.3 million, revenues from the leasing of commercial spaces, which increased2009 to 2010 was a Ps. 21.2 million andincrease in our car parking revenues. Additionally, combined, revenues from the leasing of space, rental car services and duty free spaces increased Ps. 11.8 million. This increase is primarily due to foodthe fact that revenues from car parking and beverage vendors, whichroyalties from duty free and rental car services are directly correlated to passenger traffic, and passenger traffic increased 4.7% in 2010. Revenues from leasing of spaces to time-share developers, financial services and advertising decreased a combined Ps. 3.7 million.

Revenues from improvements to concession assets were Ps. 657.1 million as a result of the adoption of INIF 17. These revenues represent the fair value of the additions and upgrades we undertake in accordance with our Master Development Programs. In exchange for investing in those additions and upgrades, the Mexican government grants us the right to operate the concession to generate further revenues from users of the services offered by those upgraded or additional concession assets. This represents an exchange of dissimilar goods or services rather than an actual cash exchange because we receive an intangible asset for the construction services we provide. Exchanges of dissimilar services are considered transactions that generate revenues and thus should be measured at the fair value of the goods or services received, or those given up, if the former cannot be measured reliably. Through a bidding process, we hire third parties for the construction of the additions and upgrades. Accordingly, we recognize the revenues for these construction services as the amounts paid to those third parties, because those amounts are representative of the fair value of the services given up and given the unreliability of estimating the goods or services received in exchange. As a result of the foregoing analysis, in 2010, we recognized revenues from improvements to concession assets and an equal amount of costs of improvements to concession assets. These revenues are not directly correlated with passenger traffic (the main factor driving our revenues) nor do they generate cash inflows.

Revenues by Airport

Total revenues at each of our airports increased, mainly due to the recognition from improvements to concession assets as a result of the adoption in 2010 of INIF 17. As mentioned above, revenues from improvements to concession assets represent the value of an intangible asset received by the Company in exchange for constructions services and do not generate cash inflows.

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At the Guadalajara airport, revenues increased by 32.4% from Ps. 10.3 million. These increases led1.12 billion in 2009 to overall growthPs. 1.48 billion in commercial revenues2010, partially due to the addition of Ps. 97.9159.7 million or 25.4% when comparedin revenues from improvements to 2006 (which representedconcession assets in 2010 (revenues increased 18.1% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased 20.6% from Ps. 884.7 million in 2009 to Ps. 1.7 billion in 2010 at the Guadalajara airport, primarily due to a 9.6% increase in the maximum rate beginning January 2010, and due to a 7.8% increase in passenger traffic during the same period. Non-aeronautical revenues at the Guadalajara airport increased by 8.6% from Ps. 231.0 million in 2009 to Ps. 250.8 million in 2010, due principally to an increase in non-aeronautical servicethe revenues from commercial leasing as well as an increase in revenues from car parking and spaces rented for duty free stores, both of 77.0% and 17.6% ofwhich were driven by an increase in passenger traffic.

At the total revenue increase). Overall revenueTijuana airport, revenues increased by 51.2% from non-aeronautical services per passenger during 2007 was Ps. 28.2, compared422.7 million in 2009 to Ps. 27.6639.2 million in 2006,2010, partially due to the addition of Ps. 113.8 million in revenues from improvements to concession assets in 2010 (revenues increased 24.3% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 29.7% from Ps. 334.8 million in 2009 to Ps. 434.2 million in 2010 at the Tijuana airport, due to a 21.7% increase in the maximum rate beginning January 2010 and a 7.1% increase in passenger traffic during the same period. Non-aeronautical revenues increased at the Tijuana airport by 3.9% from Ps. 87.9 million in 2009 to Ps. 91.3 million in 2010, principally due to an increase in car parking revenues and other commercial revenues driven by higher passenger traffic.

At the Puerto Vallarta airport, revenues increased by 31.9% from Ps. 527.7 million in 2009 to Ps. 696.3 million in 2010, largely due to the addition of Ps. 113.5 million in revenues from improvements to concession assets in 2010 (revenues increased 10.4% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 13.1% from Ps. 387.4 million in 2009 to Ps. 438.1 million in 2010 at the Puerto Vallarta airport, due to the 10.5% increase in the maximum rate beginning January 2010 and a 3.4% increase in passenger traffic during the same period. Non-aeronautical revenues increased at the Puerto Vallarta airport by 3.1% from Ps. 140.3 million in 2009 to Ps. 144.7 million in 2010, due principally to an increase in revenues from rental car services, time-share developers, commercial leasing and duty free spaces due to an increase in passenger traffic.

At the Los Cabos airport, revenues increased by 37.9% from Ps. 566.6 million in 2009 to Ps. 781.1 million in 2010, mainly due to the addition of Ps. 156.5 million in revenues from improvements to concession assets in 2010 (revenues increased 10.2% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 14.4% from Ps. 398.0 million in 2009 to Ps. 455.3 million in 2010 at the Los Cabos airport, due to the 10.4% increase in the maximum rate beginning January 2010 and a 4.8% increase in passenger traffic during the same period. Non-aeronautical revenues increased at the Los Cabos airport by 0.4% from Ps. 168.6 million in 2009 to Ps. 169.3 million in 2010, mainly due to an increase in revenues from commercial leasing.

At the Hermosillo airport, revenues increased by 17.9% from Ps. 151.9 million in 2009 to Ps. 179.1 million in 2010, largely due to the addition of Ps. 19.1 million in revenues from improvements to concession assets in 2010 (revenues increased 5.3% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 6.8% from Ps. 126.9 million in 2009 to Ps. 135.5 million in 2010 at the Hermosillo airport, due to the 10.0% increase in the maximum rate beginning January 2010, partially offset by a 3.1% decrease in passenger traffic during the same period. Non-aeronautical revenues decreased at the Hermosillo airport by 2.1% from Ps. 25.0 million in 2009 to Ps. 24.4 million in 2010, due to a decrease in revenues from commercial leasing, due to a decrease in passenger traffic.

At the Guanajuato airport, revenues increased by 22.6% from Ps. 148.7 million in 2009 to Ps. 182.3 million in 2010, mainly due to the addition of Ps. 23.1 million in revenues from improvements to

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concession assets in 2010 (revenues increased 3.1% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 6.3% from Ps. 122.4 million in 2009 to Ps. 130.0 million in 2010 at the Guanajuato airport, due to the 11.0% increase in the maximum rate beginning January 2010, partially offset by a decrease in passenger traffic. Non-aeronautical revenues increased at the Guanajuato airport by 11.0% from Ps. 26.3 million in 2009 to Ps. 29.2 million in 2010, due primarily to an increase in revenues from commercial leasing.

Revenues at our other 6 airports increased by 25.5% on an aggregate basis from Ps. 333.0 million in 2009 to Ps. 418.0 million in 2010, largely due to the addition of Ps. 71.4 million in revenues from improvements to concession assets in 2010 (revenues increased 4.1% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues at these airports increased by 5.1% from Ps. 283.0 million in 2009 to Ps. 297.6 million in 2010, mainly due to a 2.2%. increase in passenger traffic during the same period. Non-aeronautical revenues decreased by 1.8% from Ps. 50.0 million in 2009 to Ps. 49.1 million in 2010, due principally to a decrease in revenues from advertising and food and beverages spaces.

OperatingTotal Costs

Cost of Services

Cost of services, for 2007which is comprised of employee costs, maintenance, safety, security, insurance, utilities and other expenses, increased by Ps. 79.494.5 million, or 10.4%10.9%, from Ps. 759.7869.3 million in 20062009 to Ps. 839.1963.9 million in 2007, mainly2010. Of the total increase, 56.1% was due to a Ps. 15.053.0 million provision for doubtful accounts resulting from the insolvency of Grupo Mexicana. Higher consumption of electricity, security and maintenance costs increased Ps. 24.1 million. Utilities increased 14.1%, or Ps. 12.2 million, mainly due an increase in electricity charges which resulted from the elimination of electricity rate subsidies during 2010. Employee costs increased 2.7%, or Ps. 9.3 million, mainly due to an increase in salaries and benefits and an increase in training costs. Maintenance costs increased 3.4%, or Ps. 6.0 million, due to an increase in the cost of airportroutine maintenance on terminal buildings, aprons, platforms, airbuses and due primarilywalkways.

The main airports that contributed to a total provisionthe increase in the cost of Ps. 46.3 millionservices for the employee transfer under which unionized employeesyear ended December 31, 2010 were Guadalajara (cost of eachservices increased 18.8%, to Ps. 271.4 million from Ps. 228.5 million in 2009, as consequence of our subsidiary airport companies were transferreda Ps. 39.9 million increase in the reserve for doubtful accounts related to a new subsidiary,Corporativo de Servicios Aeroportuarios, S.A. de C.V.,effective January 1, 2008. We believeGrupo Mexicana’s insolvency, representing 74.3% of the employee transfer, which did not affect workers’ rights under applicable collective bargaining agreements, is expectedtotal reserve taken for Grupo Mexicana’s insolvency), Puerto Vallarta (cost of services increased 6.5%, to providePs. 122.8 million from Ps. 115.3 million in 2009; the reserve for more equitable compensation among our workforce at different airports as well as more consistent employee costs going forward.doubtful accounts related to Grupo Mexicana’s insolvency was Ps. 0.3 million, representing 0.6% of the total reserve taken for Grupo Mexicana), Guanajuato (cost of services increased 4.0%, to Ps. 56.6 million from Ps. 54.4 million in 2009) and Tijuana (cost of services increased 4.0%, to Ps. 145.3 million from Ps. 139.8 million in 2009; the reserve for doubtful accounts was Ps. 1.6 million, representing 3.0% of the total reserve taken for Grupo Mexicana).

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Technical Assistance Fee and Concession Tax

The technical assistance fee increased 15.2%14.9%, from Ps. 109.3111.7 million in 20062009 to Ps. 125.9128.4 million in 2007,2010. This increase was mainly because,due to an increase in operating income, as a percentage of the Company’s revenues, grew more than operating expenses. income.

As a result of increased revenues (excluding revenues from improvements to concession assets as they do not form part of income for purposes of the government concession feestax), government concession taxes increased by 14.2%13.9%, from Ps. 151.3162.5 million in 20062009 to Ps. 172.8185.0 million in 2007.2010.

Depreciation and Amortization

Depreciation and amortization increased 1.3%6.2%, from Ps. 744.1828.8 million in 20062009 to Ps. 754.1879.9 million in 2007,2010, mainly due to increasing infrastructure to fulfill the Master Development Programs and our commitment to provide better services to our clients. The amortization of concessions did not fluctuate materially.

Cost of improvements to concession assets

In 2010, as a result of the adoption of INIF 17, the cost of improvements to concession assets was Ps. 657.1 million. The effects of recognition of this interpretation were applied prospectively, as required by the interpretation. The cost of improvements to concession assets are closely correlated with the capital expenditures committed under our Master Development Programs for construction and upgrades of our airports’ infrastructure. Because we hire a third party to provide the construction and upgrade services, such costs are equal to the amounts paid to such third parties.

Operating Costs by Airport

Operating costs at each of our airports increased, mainly due to the 5.2%addition of the cost of improvements to concession assets as a result of the adoption in 2010 of INIF 17. As mentioned above, the cost of improvements to concession assets are closely correlated with the capital expenditures committed under our Master Development Programs for construction and upgrades of our airports’ infrastructure and do not represent cash out-flows.

Operating costs for the Guadalajara airport were Ps. 825.6 million in 2010, a 42.5% increase from the Ps. 579.4 million recorded in 2009. This increase was primarily due to the addition of the cost of improvements to concession assets of Ps. 159.7 million in 2010 (operating costs increased 14.9% without including the cost of improvements to concession assets). Operating costs also increased in 2010 as a result of a greater provision for doubtful accounts due to the insolvency of Grupo Mexicana equal to Ps. 39.9 million or 74.3% of the total reserve for Grupo Mexicana. Additionally the cost of maintenance, security and utilities increased Ps. 8.2 million and depreciation and amortization increased Ps. 27.4 million.

Operating costs for the Tijuana airport increased to Ps. 450.8 million in 2010 from the Ps. 321.6 million recorded in 2009. This increase was partially due to the addition of the cost of improvements to concession assets of Ps. 113.8 million in 2010 (operating costs increased 4.8% without including the cost of improvements to concession assets). The provision for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 1.6 million or 3.0% of the total reserve for Grupo Mexicana. Additionally the cost of maintenance and utilities increased Ps. 3.8 million and depreciation and amortization increased Ps. 4.4 million.

Operating costs for the Puerto Vallarta airport were Ps. 399.9 million in 2010, a 48.1% increase from the Ps. 270.0 million recorded in 2009. This increase was primarily due to the addition of the cost of

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improvements to concession assets of Ps. 113.5 million in 2010 (operating costs increased 6.1% without including the cost of improvements to concession assets). The provision for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 0.3 million or 0.6% of the total reserve for Grupo Mexicana. Additionally the cost of utilities increased Ps. 3.3 million and depreciation and amortization increased Ps. 3.7 million.

Operating costs for the Los Cabos airport increased to Ps. 399.0 million in 2010, a 71.0% increase from the Ps. 233.4 million recorded in 2009. This increase was mainly due to the addition of the cost of improvements to concession assets of Ps. 156.5 million in 2010 (operating costs increased 3.9% without including the cost of improvements to concession assets). The provision for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 0.7 million or 1.3% of the total reserve for Grupo Mexicana. Additionally, the cost of utilities increased Ps. 2.3 million and depreciation and amortization increased Ps. 6.8 million.

Operating costs for the Hermosillo airport increased only slightly to Ps. 140.3 million in 2010, a 18.3% increase from the Ps. 118.6 million recorded in 2009. This increase was due to the addition of the cost of improvements to concession assets of Ps. 19.1 million in 2010 (operating costs increased 2.2% without including the cost of improvements to concession assets). Additionally, the cost of maintenance and utilities increased Ps. 2.7 million and depreciation and amortization increased Ps. 4.9 million.

Operating costs for the Guanajuato airport were Ps. 135.6 million in 2010, a 25.1% increase from the Ps. 108.4 million recorded in 2009. This increase was due to the addition of the cost of improvements to concession assets of Ps. 23.1 million in 2010 (operating costs increased 3.8% without including the cost of improvements to concession assets). Additionally depreciation and amortization increased Ps. 2.9 million.

Operating costs for our 6 other airports were Ps. 451.5 million in 2010, a 23.9% increase from the Ps. 364.5 million recorded in 2009. This increase was primarily due to the addition of the cost of improvements to concession assets of Ps. 71.4 million in 2010 (operating costs increased 4.2% without including the cost of improvements to concession assets). The provision for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 11.1 million or 20.7% of the total reserve for Grupo Mexicana.

Income from Operations

Operating income increased 20.5%, from Ps. 1.29 billion in 2009 to Ps. 1.56 billion in 2010. This increase was primarily due to increases in both our maximum tariffs and passenger traffic, which were partially offset by increases in operating cost such as maintenance (Ps. 6.0 million), security (Ps. 5.4 million), utilities (Ps. 12.8 million), professional services (Ps. 26.6 million), provision for doubtful accounts (Ps. 53.0 million) and depreciation and amortization (Ps. 51.1 million). Despite the increase in operating income, our operating margin decreased 390 basis points, from 39.6% in 2009 to 35.7% in 2010, mainly due to the impact of the adoption of INIF 17.

Income from Operations by Airport

Operating margin is calculated by dividing income from operations at each airport by total revenues for that airport. Because total revenues include revenues from improvements to concession assets as a result of the adoption in 2010 of INIF 17, operating margin results for 2010 will not be comparable with operating margin results for 2009 or other previous periods.

Operating income for the Guadalajara airport increased by 21.6% from Ps. 536.2 million in 2009 to Ps. 652.1 million in 2010, primarily due to an increase in passenger traffic. The operating margin

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decreased 400 basis points, from 48.1% to 44.1% (operating margin increased 140 basis points to 49.5% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Tijuana airport increased by 86.4% from Ps.101.1 million in 2009 to Ps. 188.5 million in 2010, primarily due to increases in both our maximum tariffs and passenger traffic. The operating margin increased 560 basis points from 23.9% to 29.5% (operating margin increased 1,200 basis points to 35.9% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Puerto Vallarta airport increased by 15.0% from Ps. 257.7 million in 2009 to Ps. 296.4 million in 2010, primarily due to an increase in passenger traffic. The operating margin decreased 620 basis points from 48.8% to 42.6% (operating margin increased 200 basis points to 50.8% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Los Cabos airport increased by 14.7% from Ps. 333.2 million in 2009 to Ps. 382.1 million in 2010, primarily due to an increase in passenger traffic and in our maximum tariffs. The operating margin decreased 990 basis points from 58.8% to 48.9% (operating margin increased 240 basis points to 61.2% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Hermosillo airport increased by 16.2% from Ps. 33.3 million in 2009 to Ps. 38.7 million in 2010, primarily due to an increase in aeronautical revenues. The operating margin decreased 30 basis points from 21.9% to 21.6% (operating margin increased 230 basis points to 24.2% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Guanajuato airport increased by 15.9% from Ps. 40.3 million in 2009 to Ps. 46.7 million in 2010, primarily due to an increase in our maximum tariffs, partially offset by a reduction in our passenger traffic. The operating margin decreased 150 basis points from 27.1% to 25.6% (operating margin increased 220 basis points to 29.3% taking into account the sum of aeronautical and non-aeronautical revenues only).

Loss from operations for our 6 other airports increased by 6.0% to a loss of Ps. 33.4 million in 2010 from a loss of Ps. 31.6 million in 2009. The increase in the loss from operations was primarily due to a proportionately higher increase in the cost of services and depreciation and amortization than in revenues.

Comprehensive Financing Result

Net comprehensive financing income in 2010 decreased by Ps. 20.0 million, or 34.3%, to Ps. 38.2 million in 2010 from Ps. 58.2 million in 2009. This decrease resulted mainly from a Ps. 59.7 million increase in our interest expense for 2010, principally due to interest on the bank loans used to finance our investments. A larger portion of such interest was capitalized in 2009 as compared to 2010, due to the construction of Terminal 4 at our Los Cabos airport in 2009. In 2010, construction, and consequently interest capitalization, was temporarily suspended. Construction will recommence in 2011, and the corresponding interest expense for 2011 will again be capitalized. This was offset by a smaller exchange loss of Ps. 14.5 million as compared to an exchange loss of Ps. 26.1 million during 2009. In addition, we had a smaller loss in our embedded derivatives of Ps. 4.8 million in 2010 as compared with a loss of Ps. 25.4 million in 2009 as a result of the appreciation of the Mexican peso.These decreases were partially offset by a Ps. 7.5 million increase in net interest income.

Income Taxes and Asset Tax

Income taxes for 2010 resulted in a expense of Ps. 95.4 million, which principally consisted of the following: (a) current income tax expense for the year of Ps. 482.0 million, (b) a decrease in the valuation

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allowance for the asset tax recovery of Ps. 11.5 million, stemming from revised financial projections at certain of our airports, (c) cancellation of recoverable income tax of Ps. 84.2 million. All of those effects were partially offset by a deferred income tax reduction of Ps. 461.2 million. The effective tax rate for the Company decreased from 11% for 2009 to 6% in 2010. The decrease is partially due to a decrease in the fiscal amortization rates of the Manzanillo and Los Mochis airports’ concession in 2010, which resulted in an increase in the fiscal values of these concessions, thereby decreasing the related deferred income tax liability. The corresponding effect on taxable income was a decrease in the tax losses generated at these two airports. However, as the deferred tax assets for tax loss carryforwards are fully reserved, they did not offset the aforementioned decrease in the deferred income tax liability generated by the change in the fiscal amortization rates. As a consequence, income tax expense only reflected the reduction of the change in the deferred income tax liability, thereby generating a reduction in our effective tax rate. This was further, and more significantly, affected by an increase in the inflation rate from 3.6% to 4.4%, which thereby increased the fiscal value of our concessions to exceed their accounting value, resulting in an additional benefit to our effective tax rate at these airports. Although, income tax expense decreased from 2009 driven by the foregoing factors, current income tax increased Ps.112.5 million from 2009 to 2010 mainly due to the 19.0% increase in income before taxes.

Net Income

Net income increased Ps. 300.7 million, mainly due to the Ps. 265.5 million increase in operating income and a significant decrease of Ps. 45.5 million in income tax expense, partially offset by the Ps. 19.9 million decreases in comprehensive financing result. The Company’s net income increased 25.1%, from Ps. 1.20 billion in 2009 to Ps. 1.50 billion in 2010. Net margin decreased from 36.7% in 2009 to 34.3% in 2010, due to the aforementioned factors (net margin increased to 40.4% taking into account the sum of aeronautical and non-aeronautical revenues only).

Results of operations for the year ended December 31, 2009 compared to the year ended December 31, 2008

Revenues

Total revenues for 2009 decreased 6.4%, from Ps. 3.49 billion in 2008 to Ps. 3.27 billion in 2009. This decrease was mainly due to a decrease in aeronautical services revenues while non-aeronautical services revenues remained stable.

Aeronautical services revenues decreased 8.1%, from Ps. 2.76 billion in 2008 to Ps. 2.54 billion in 2009. This decrease was partially due to the suspension of operations by Aerocalifornia, Avolar, Aladia and Alma in July, August, October and November 2008, respectively, and the suspension of operations of Aviacsa in July 2009. From the beginning of 2008 until the date in which Aerocalifornia, Avolar, Alma ceased operations, these airlines represented 6.1%, 5.1% and 3.8%, respectively, of our total traffic and represented 4.0%, 3.3%, 2.4%, respectively, of the total revenues. From the beginning of 2009 until the date in which Aviacsa ceased operations, it represented 3.6% of our total traffic and 1.4% of the total revenues. In addition, there was a temporary suspension of routes and a reduction in the frequency of certain flights caused by the global economic crisis and the health alert issued in April 2009 for the A/H1N1 virus, which resulted in a 7.4% (Ps. 167.1 million) decrease in passenger charges (as a consequence of a 13.3% reduction in terminal passenger traffic). Revenues from aircraft landing and parking fees declined 4.6%, or Ps. 12.5 million, while the leasing of ticket counter spaces and complementary services to airlines declined 14.6%, or Ps. 22.6 million. The reduction in passenger charges was proportionally lower than the reduction in passenger traffic due to the fact that fees for airport usage increased in 2009 compared to 2008. In addition, Los Cabos International Airport (which has the second-highest of our maximum tariffs) and the Guadalajara International Airport reported lower declines

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in passenger traffic than those reported at the other two airports with the highest traffic in the Company (Tijuana and Puerto Vallarta).

Non-aeronautical services revenues for 2009 increased Ps. 0.4 million or 0.1%, from Ps. 728.6 million in 2008 to Ps. 729.0 million in 2009. Although the increase in total non-aeronautical revenues was minor, there were significant changes in the composition of non-aeronautical revenues. Revenues from the leasing of time-share sales spaces, rental car services, financial services and the leasing of space to local retailers increased Ps. 33.1 million mostly due to the fact that rental amounts are updated for inflation on an annual basis, while revenues from car parking, advertising and the royalties from commercial spaces decreased Ps. 30.9 million. This decrease is due to the fact that revenues from car parking and royalties from commercial spaces are directly correlated to passenger traffic, and passenger traffic decreased in 2009. Additionally advertising revenues decreased due to reduced rental rates which had been renegotiated when renewing contracts.

Revenues by Airport

At the Guadalajara airport, revenues decreased by 4.1% from Ps. 1.16 billion in 2008 to Ps. 1.12 billion in 2009. Aeronautical revenues decreased by 4.9% from Ps. 930.6 million in 2008 to Ps. 884.7 million in 2009 at the Guadalajara airport, due to a 10.3% decrease in passenger traffic during the same period. Non-aeronautical revenues decreased at the Guadalajara airport by 0.9% from Ps. 233.2 million in 2008 to Ps. 231.0 million in 2009, due principally to a decrease in car parking revenues and the decrease in passenger traffic. The decrease was partially offset by an increase in the revenues of commercial leasing and rental car services.

At the Tijuana airport, revenues decreased by 9.1% from Ps. 465.2 million in 2008 to Ps. 422.7 million in 2009. Aeronautical revenues decreased by 9.1% from Ps. 368.4 million in 2008 to Ps. 334.8 million in 2009 at the Tijuana airport, due to a 14.1% decrease in passenger traffic during the same period. Non-aeronautical revenues decreased at the Tijuana airport by 9.2% from Ps. 96.8 million in 2008 to Ps. 87.9 million in 2009, due principally to a decrease in car parking revenues due to lower passenger traffic.

At the Puerto Vallarta airport, revenues decreased by 9.8% from Ps. 585.2 million in 2008 to Ps. 527.7 million in 2009, largely due to a decrease in passenger traffic, partly offset by an increase in non-aeronautical revenues. Aeronautical revenues decreased by 14.7% from Ps. 454.1 million in 2008 to Ps. 387.4 million in 2009 at the Puerto Vallarta airport, due to a 19.4% decrease in passenger traffic during the same period. Non-aeronautical revenues increased at the Puerto Vallarta airport by 7.0% from Ps. 131.1 million in 2008 to Ps. 140.3 million in 2009, due principally to an increase in revenues from rental car services, time-share developers and other commercial revenues.

At the Los Cabos airport, revenues decreased by 3.3% from Ps. 585.9 million in 2008 to Ps. 566.6 million in 2009, largely due to the decrease in aeronautical revenues, partly offset by an increase in non-aeronautical revenues. Aeronautical revenues decreased by 8.0% from Ps. 432.5 million in 2008 to Ps. 398.0 million in 2009 at the Los Cabos airport, due to a 12.3% decrease in passenger traffic during the same period. Non-aeronautical revenues increased at the Los Cabos airport by 9.9% from Ps. 153.4 million in 2008 to Ps. 168.6 million in 2009, due principally to an increase in the revenues from rental car services and time-share services.

At the Hermosillo airport, revenues decreased by 3.0% from Ps. 156.5 million in 2008 to Ps. 151.9 million in 2009, largely due to the decrease in passenger traffic, partly offset by the increase in non-aeronautical revenues. Aeronautical revenues decreased by 4.1% from Ps. 132.3 million in 2008 to Ps. 126.9 million in 2009 at the Hermosillo airport, due to an 8.6% decrease in passenger traffic during the same period. Non-aeronautical revenues increased at the Hermosillo airport by 3.1% from Ps. 24.2 million

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in 2008 to Ps. 25.0 million in 2009, due principally to an increase in the revenues from food and beverage services.

At the Guanajuato airport, revenues decreased by 16.3% from Ps. 177.7 million in 2008 to Ps. 148.7 million in 2009. Aeronautical revenues decreased by 15.5% from Ps. 144.8 million in 2008 to Ps. 122.4 million in 2009 at the Guanajuato airport, due to a 19.6% decrease in passenger traffic during the same period. Non-aeronautical revenues decreased at the Guanajuato airport by 20.1% from Ps. 32.9 million in 2008 to Ps. 26.3 million in 2009, due principally to a decrease in car parking revenues in part due to lower passenger traffic.

Revenues at our other 6 airports decreased by 6.6% on an aggregate basis from Ps. 356.5 million in 2008 to Ps. 333.0 million in 2009, largely due to a decrease in passenger traffic. Aeronautical revenues at these airports decreased by 5.5% from Ps. 299.5 million in 2008 to Ps. 283.0 million in 2009, due to a 13.7% decrease in passenger traffic during the same period. Non-aeronautical revenues decreased by 12.3% from Ps. 57.0 million in 2008 to Ps. 50.0 million in 2009, due principally to a decrease in passenger traffic.

Operating Costs

Cost of Services

Cost of services, which is comprised of employee costs, maintenance, safety, security, insurance, utilities and other expenses, decreased by Ps. 83.4 million, or 8.8%, from Ps. 952.8 million in 2008 to Ps. 869.3 million in 2009. Of the total decrease, 35.7% was mainly due to a Ps. 29.8 million smaller provision for doubtful accounts recognized in 2009 compared to the Ps. 45.3 million provision made in 2008, which related to doubtful payments from certain airlines that suspended operations at our airports during 2008. Service costs, such as utilities cost, declined 19.9%, or Ps. 22.5 million, mainly as a result of energy saving efforts implemented in the second half of 2008, and all of 2009, as well as a reduction in electricity fees during 2009. Employee costs declined 7.6%, or Ps. 27.8 million, mainly due to a Ps. 18.3 million reduction in wages and salaries as a result of the corporate restructuring that took place during the last quarter of 2008, as well as certain cost-cutting measures taken by us in 2009, in addition to Ps. 10.4 million in compensation associated with the corporate restructuring that affected costs in 2008, but not in 2009. Maintenance costs increased 8.3%, or Ps. 13.8 million, principally due to an increase in the cost of maintaining the baggage claim areas, the Common Use Terminal Equipment (CUTE) system, security equipment and walkways.

The main airports that contributed to the decrease in the cost of services for the year ended December 31, 2009 were Guadalajara (cost of services decreased 6.9%, from Ps. 345.0 million to Ps. 321.3 million), Puerto Vallarta (cost of services decreased 11.4%, from Ps. 175.3 million to Ps. 155.3 million), Guanajuato (cost of services decreased 13.5%, from Ps. 79.4 million to Ps. 68.7 million) and Tijuana (cost of services decreased 1.8%, from Ps. 185.5 million to Ps. 182.2 million).

Technical Assistance Fee and Concession Tax

The technical assistance fee decreased 5.6%, from Ps. 118.2 million in 2008 to Ps. 111.7 million in 2009. This decrease was mainly due to a decrease in operating income, principally resulting from a decrease in our revenues and cost of services.

As a result of decreased revenues, government concession taxes decreased by 6.4%, from Ps. 173.5 million in 2008 to Ps. 162.5 million in 2009.

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Depreciation and Amortization

Depreciation and amortization increased 3.8%, from Ps. 798.2 million in 2008 to Ps. 828.8 million in 2009, mainly due to the increase in our infrastructure to fulfill the master development programs and our commitment to provide better services to our clients. The concession’s amortization of concessions did not report any change.fluctuate materially.

Operating Costs by Airport

Operating costs for the Guadalajara airport were Ps. 579.4 million in 2009, a 1.5% decrease from the Ps. 588.5 million recorded in 2008, primarily as a result of a smaller provision for doubtful accounts recognized during 2009.

Operating costs for the Tijuana airport decreased only slightly to Ps. 321.6 million in 2009 from the Ps. 322.5 million recorded in 2008.

Operating costs for the Puerto Vallarta airport were Ps. 270.0 million in 2009, a 5.4% decrease from the Ps. 285.4 million recorded in 2008, primarily as a result of several factors including a reduction in the cost of employees as a result of the corporate restructuring that took place during the last quarter of 2008, a reduction in the cost of electricity as a result of energy saving efforts as well as a smaller provision for doubtful accounts recognized during 2009.

Operating costs for the Los Cabos airport increased only slightly to Ps. 233.4 million in 2009 from the Ps. 231.8 million recorded in 2008.

Operating costs for the Hermosillo airport decreased only slightly to Ps. 118.6 million in 2009 from the Ps. 119.6 million recorded in 2008.

Operating costs for the Guanajuato airport were Ps. 108.4 million in 2009, a 6.9% decrease from the Ps. 116.4 million recorded in 2008, primarily as a result of several factors including a reduction in the cost of employees as a result of the corporate restructuring that took place during the last quarter of 2008 and a smaller provision for doubtful accounts recognized during 2009.

Operating costs for our 6 other airports were Ps. 364.5 million in 2009, a 6.8% decrease from the Ps. 391.3 million recorded in 2008, primarily as a result of several factors including a reduction in the cost of employees as a result of the corporate restructuring that took place during the last quarter of 2008, a reduction in the cost of electricity as a result of energy saving efforts, a reduction in rental fees related to the CUTE system and a smaller provision for doubtful accounts recognized during 2009.

Income from Operations

Operating income increased 23.7%decreased 10.6%, from Ps. 1,281.7 million1.45 billion in 20062008 to Ps. 1,585.4 million1.29 billion in 2007.

2009. This decrease was primarily due to a decrease in passenger traffic which was partially offset by a reduction in several cost items. Our operating margin increased 340decreased 190 basis points, from 42.1%41.5% in 20062008 to 45.6%39.6% in 2007,2009, mainly due to a proportionately larger decrease in our increase in revenues offset bywhen compared to the increasedecrease in operating expenses.

Income from Operations by Airport

Operating income for the Guadalajara airport decreased by 6.8% to Ps. 536.2 million in 2009 from Ps. 575.3 million in 2008, primarily due to a decrease in passenger traffic partially offset by a reduction in several cost items. The main airports that contributedoperating margin decreased 130 basis points, from 49.4% to 48.1%.

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Operating income for the increaseTijuana airport decreased by 29.2% to Ps.101.1 million in 2009 from Ps. 142.7 million in 2008, primarily due to a decrease in passenger traffic partially offset by a reduction in several cost items. The operating margin decreased 680 basis points, from 30.7% to 23.9%.

Operating income for the Puerto Vallarta airport decreased by 14.0% to Ps. 257.7 million in 2009 from Ps. 299.8 million in 2008, primarily due to a decrease in passenger traffic partially offset by a reduction in several cost items. The operating margin decreased 240 basis points, from 51.2% to 48.8%.

Operating income for the Los Cabos airport decreased by 5.9% to Ps. 333.2 million in 2009 from Ps. 354.1 million in 2008, primarily due to a decrease in passenger traffic. The operating margin decreased 160 basis points, from 60.4% to 58.8%.

Operating income for the Hermosillo airport decreased by 9.8% to Ps. 33.3 million in 2009 from Ps.36.9 million in 2008, primarily due to a decrease in passenger traffic partially offset by a reduction in several cost items. The operating margin decreased 170 basis points from 23.6% to 21.9%.

Operating income for the Guanajuato airport decreased by 34.3% to Ps. 40.3 million in 2009 from Ps. 61.3 million in 2008, primarily due to a decrease in passenger traffic partially offset by a reduction in several cost items. The operating margin decreased 740 basis points from 34.5% to 27.1%.

Loss from operations for our 6 other airports decreased by 9.2% to a loss of Ps. 31.6 million in 2009 from a loss of Ps. 34.8 million in 2008. The decrease in the year ended December 31, 2007 were Tijuana (income from operations increased 71.3%, from 101.6 millionloss was primarily due to Ps. 172.9 million anda proportionally higher decrease in the operating margin increased 38.6%, from 26.2% to 36.2%), Guadalajara (income from operations increased 30.8%, from Ps. 477.2 million to Ps. 624.2 million and the operating margin increased 13.5%, from 47.2% to 53.7%), Los Cabos (income from operations increased 3.7%, from Ps. 324.9 million to Ps. 337.0 million and the operating margin decreased 5.2% from 63.9% to 60.6%) and Puerto Vallarta (income from operations increased 10.2%, from Ps. 256.7 million to Ps. 282.8 million and the operating margin increased 0.5%, from 53.0% to 53.5%). The improvementcost of services than in Tijuana and Guadalajara was mainly a result of an increase in passenger traffic volumes, and to cost controls. In the case of Puerto Vallarta there were only slight changes in operating margins.revenues.

Comprehensive Financing Result

TheNet comprehensive financing resultincome in 2007 increased2009 decreased by Ps. 67.1156.7 million, or 223.2%72.9%, reaching an income ofto Ps. 97.358.2 million compared to Ps. 214.9 million in 2008. This decrease resulted mainly from an exchange loss of Ps. 26.1 million in 2009, compared to an exchange gain of Ps. 92.4 million during 2008. During the Ps. 30.2 million comprehensive financing income reportedfourth quarter of 2009, the peso appreciated against the U.S. dollar by 4.1% compared to fourth quarter of 2008. Given our net monetary asset position in 2006. This increase was derived from the interest gained on financial investments, which generated Ps. 26.4 million more than the previous year, but mainly due to recognizing the Ps. 68.5 million updateU.S. dollars and this appreciation of the Asset Tax that will be recovered according topeso, the new IETU Tax Law. These increasespeso value of our net monetary assets denominated in U.S. dollars decreased in 2009, thereby causing an exchange loss in 2009. In addition, we had a loss in embedded derivates of Ps 25.4 million in 2009 compared with a gain of Ps. 16.9 million in 2008, given the appreciation of the Mexican peso.These decreases were offset by an interest expensethe increase of Ps. 20.14.2 million incurred in 2007 corresponding to the credit facility signed during the year for the financing of the master development plan projects at the Los Cabos, Puerto Vallarta, Hermosillo and Guanajuato Airports.net interest income.

Income Taxes and Asset Tax

Income taxes for 20072009 resulted in a chargeexpense of Ps. 277.6140.9 million, which consistsprincipally consisted of the following: a) taxes paid(a) current income tax expense for the year of Ps. 492.9370.4 million b) minusand (b) an increase in the benefit fromvaluation allowance for the asset tax recovery of Ps. 286.416.6 million, stemming from the new Mexican Tax Law IETU, which became effective January 1, 2008, c) plus cancellationrevised financial projections at certain of recoverable income tax of Ps. 42.8 million and d) plusour airports, both offset by a deferred income tax benefit of Ps. 28.3246.1 million. The effective tax rate for the Company decreasedincreased from 29.3%8% for 2008 to 11% in 20062009 mainly due to 16.5%the inflationary effects recognized only for 2007. This decrease was mainlythe tax basis of our assets and liabilities and no longer for the accounting values of our assets and liabilities. Although overall income tax expense increased from 2008 driven by the aforementionedforegoing factors, as well ascurrent income tax decreased Ps. 71.8 million from 2008 to 2009 mainly due to the 28.1% increase19.8% decrease in income before taxes.

Net Income

Net income increaseddecreased Ps. 474.8341.4 million, mainly due to the improvementdecrease in operating results, previously mentioned, as well due to the benefitincome of Ps. 154.2 million, coupled with a decrease in the comprehensive financing result.income of Ps. 156.7 million and

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increase in income tax expense of Ps. 11.3 million. The Company’s net income increased 51.2%decreased 22.2%, from Ps. 928.0 million1.54 billion in 20062008 to Ps. 1,402.8 million1.20 billion in 2007.2009. Net margin increaseddecreased from 30.5%44.1% in 20062008 to 40.3%36.7% in 2007,2009, due to the aforementioned factors.

Results of operations for the year ended December 31, 2006 compared to the year ended December 31, 2005.

Revenues

Total revenues for 2006 reached Ps. 3,046.2 million, 8.9% higher than the Ps. 2,797.6 million recognized in 2005, reflecting increases in aeronautical services revenues of 8.7% and non-aeronautical services revenues of 9.6%.

Aeronautical services revenues increased 8.7% from Ps. 2,281.1 million in 2005 to Ps. 2,480.2 million in 2006, due principally to a 7.2% increase in terminal passenger traffic and due to a lesser extent to a 2.2% increase in our maximum rates. As a result of these factors, aeronautical revenue per workload unit increased 1.2% from Ps. 110.8 in 2005 to Ps. 112.2 in 2006.

Non-aeronautical services revenues increased Ps. 49.5 million, or 9.6% compared to 2005. Revenues from food and beverage operations, retail shops, parking, advertising, leasing of commercial space, leasing of space to car rental companies and “duty paid” and “duty-free” shops together represented 98.5% (Ps. 48.8 million) of the increase. However, offsetting this amount was a Ps. 4.2 million decline in revenues from the leasing of space to time-share developers mainly due to the fact that the Los Cabos airport received a one-time payment of Ps. 21.7 million from the leasing of space to time-share developers during 2005. Non-aeronautical revenue per passenger was Ps. 27.6, compared to Ps. 27.0 in 2005, an increase of 2.2%.

Operating Costs

Cost of Services

Cost of services increased 8.1% in 2006 compared to 2005, principally due to an increase in utility costs of 18.1%, which was mainly a result of an increase in the price of electricity and an increase in the consumption of electricity caused by the development of our infrastructure at the airports under our master development programs. Also, there was a 23.3% increase in other costs of services, due mainly to auditor fees associated with our activities to ensure compliance with the Sarbanes-Oxley Act of 2002 and technical consulting fees. Meanwhile, maintenance decreased 3.2% and personnel costs increased 4.7%, compared to 2005. As a percentage of total revenues, cost of services decreased by 0.7%, from 25.1% in 2005 to 24.9% in 2006. Cost of services per workload unit increased 0.6% compared to 2005, from Ps. 34.1 in 2005 to Ps. 34.3 in 2006.

Technical Assistance Fee and Concession Tax

The technical assistance fee increased 9.6% from Ps. 99.7 million in 2005 to Ps. 109.3 million in 2006, due to the higher income from operations reported in 2006. Government concession taxes increased 8.9% from Ps. 138.9 million in 2005 to Ps. 151.3 million in 2006, reflecting the higher revenues earned in 2006.

Depreciation and Amortization

The 11.7% increase in depreciation and amortization, from Ps. 666.3 million in 2005 to Ps. 744.2 million in 2006, was due primarily to a 68.4% increase in depreciation, from Ps. 113.8 million in 2005 to Ps. 191.7 million in 2006, which, in turn, was due mainly to a 53.0% increase in our buildings, building improvements, machinery and equipment in 2006. Furthermore, in 2006, we experienced accelerated amortization of certain building improvements realized at our airports in previous years, which were replaced in 2006, prior to the expiration of their expected useful life, which amounted to Ps. 35.8 million, representing 46.0% of the total increase. Amortization of the concessions remained unchanged.

Income from Operations

Income from operations increased 7.7%, from Ps. 1,190.1 million in 2005 to Ps. 1,281.7 million in 2006. The operating margin declined in 2006, from 42.5% in 2005 to 42.1%. This decline reflected the slight increase in total operating costs relative to total revenues, these having increased by 9.8% and 8.9%, respectively.

The main airports that contributed to the increase in income from operations for the year ended December 31, 2006 were Tijuana (income from operations increased 27.3%, from 79.8 million to Ps. 101.6 million and the operating margin increased 3.6%, from 22.6% to 26.2%), Guadalajara (income from operations increased 13.4%, from Ps. 420.8 million to Ps. 477.2 million and the operating margin decreased 0.1%, from 47.3% to 47.2%), Los Cabos (income from operations increased 10.1%, from Ps. 295.0 million to Ps. 324.9 million and the operating margin increased 0.6% from 63.3% to 63.9%) and Puerto Vallarta (income from operations increased 9.4%, from Ps. 234.6 million to Ps. 256.7 million and the operating margin increased

0.1%, from 52.9% to 53.0%). The improvement in Tijuana was mainly a result of an increase in revenues, and to a lesser extent to cost controls. In the cases of Guadalajara, Los Cabos and Puerto Vallarta there were only slight changes in operating margins.

Comprehensive Financing Result

In 2006, we recorded comprehensive financing income of Ps. 30.1 million, as compared to Ps. 12.5 million in 2005, representing a 141.8% increase. This increase resulted from a variation in results from embedded derivatives, in respect of which we recorded a loss of Ps. 21.9 million in 2005, as compared to a gain of Ps. 1.9 million in 2006, as well as the 1.7% depreciation of the Mexican peso against the U.S. dollar in 2006, which, in view of our possession of dollar-denominated assets, led to an exchange rate gain of Ps. 5.6 million in 2006, as compared to an exchange rate loss of Ps. 11.7 million in 2005. In 2006, we also benefited from the Ps. 18.7 million recorded as a result of the resolution, in October 2006, in respect of six of our airports, of our asset tax dispute with the Mexican Treasury Department. Offsetting these gains was our loss on monetary position, which increased 8.4% in 2006, as compared to 2005, due to an increase in inflation and a greater position in monetary assets, as well as a 39.5% reduction in interest on investment securities, which interest declined by Ps 19.0 million in 2006 due to a reduction in Mexican domestic interest rates and a 21% lower average cash balance in 2006, as compared to 2005.

Income Taxes and Asset Tax

The provision for income taxes and asset tax declined 21.4% in 2006, to Ps. 384.1 million from Ps. 489.7 million in 2005, due mainly to the resolution, in October 2006, in respect of certain of our airports, of our asset tax dispute with The Mexican Treasury Department, which produced a benefit of Ps. 119.5 million (144.8 million nominal pesos) to our valuation allowance. Our effective tax rate declined from 40.8% in 2005 to 29.3% in 2006, reflecting, in addition to the foregoing, the increase in earnings before taxes of 9.3%.

Net Income

Net income increased 30.5% when compared to 2005, from Ps. 711.3 million to Ps. 928.0 million in 2006, while the net margin increased from 25.4% to 30.5%, due to the aforementioned factors.

Liquidity and Capital Resources

Historically, our operations had been funded through cash flow from operations, and we haddid not incurredincur any significant indebtedness until 2007. The cash flow generated from our operations has generally been used to fund operating costs and capital expenditures, including expenditures under our master development programs, and the excess of our cash flow has been added to our accumulated cash balances. In addition, in 2005, 20062008, 2009 and 2007,2010, we used Ps. 1,136.0 million,1.12 billion, Ps. 774.3 million1.20 billion and Ps. 1,171.6 million,1.00 billion in 2010 respectively, of our cash balances for the payment of dividends.

At December 31, 20062008, 2009 and 2007,2010, we had Ps. 1,060.71.50 billion, Ps. 2.17 billion and Ps. 2.35 billion of cash and cash equivalents, and Ps. 275.2 million, Ps. 279.6 million and Ps. 1,666.1233.9 million respectively, of cash, cash equivalents and financial investments held for trading purposes. This

increase waspurposes, respectively. These increases in 2010 were due in part to existingnew funds from a bank loan of Ps. 346.4507.7 million, (in connection with the credit agreement described below), which is expected to bepartially used for capital expenditures in 2008.2010. We believe our working capital and resources expected to be generated from operations, in conjunction with the proceeds from the credit agreement, described below, will continue to meet our present requirements.

We executed an unsecured peso-denominated credit agreement with Banco Nacional de México (Banamex)Cash Flows

In 2010, we generated Ps. 2.58 billion from operating activities, principally reflecting income from operations after taking into consideration non-cash charges such as depreciation and amortization. Income generated from operations was mainly used to make dividend payments of Ps. 750.0 million on June 15, 2010 and Ps. 250.0 million on August 31, 2007, which provides financing19, 2010, to invest approximately Ps. 427.8 million in an amountmachinery, equipment and improvements to our airport facilities and to repurchase Ps.609.8 million in shares.

In 2009, we generated Ps. 2.21 billion from operating activities, principally reflecting income from operations after taking into consideration non-cash charges such as depreciation and amortization. Income generated from operations was mainly used to make dividend payments of Ps. 1,214.0870.0 million whichon May 25, 2009 and Ps. 330.0 million on November 3, 2009 and to invest approximately Ps. 129.1 million in machinery, equipment and improvements to our airport facilities.

In 2008, we expectgenerated Ps. 1.61 billion from operating activities, principally reflecting income from operations discussed above after taking into consideration non-cash charges such as depreciation, amortization and deferred income tax. Income generated from operations was mainly used to usemake a dividend payment of Ps. 864.0 million on May 12, 2008 and Ps. 258.0 million on October 31, 2008, as well as to fund capital expenditures that we anticipate undertaking through January 2009 atinvest approximately Ps. 178.0 million in machinery, equipment and improvements to our airport facilities.

Indebtedness

On August 31, 2007, our Los Cabos, Puerto Vallarta, Hermosillo and Guanajuato internationalairports entered into an unsecured peso-denominated credit agreement with Banamex, which provided financing in an amount of Ps. 1.21 billion, which we have been using to fund capital expenditures at these airports. This amount will be available for disbursementwas disbursed in three separate tranches as follows: (i) Ps. 600.0 million which was availabledisbursed on September 7, 2007, (ii) Ps. 344.0 million at any time prior towhich was disbursed on January 31,30, 2008, and (iii) Ps. 270.0 million at any time prior towhich was disbursed on January 31,30, 2009.

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On September 7, 2007, we borrowed the first available tranche of Ps. 600.0 millionJanuary 30, 2008 and January 30, 2009, loans were disbursed as follows: the Los Cabos airportInternational Airport borrowed Ps. 330.0 million, thePs. 273.0 million and Ps. 202.0 million, respectively; Puerto Vallarta airportInternational Airport borrowed Ps. 193.0 million, thePs. 26.0 million and Ps. 8.0 million, respectively; Hermosillo airportInternational Airport borrowed Ps. 44.0 million, Ps. 17.0 million and thePs 41.0 million, respectively; and Guanajuato airportInternational Airport borrowed Ps. 33.0 million.million, Ps. 28.0 million and Ps. 19.0 million, respectively. The borrowingsloans were distributed to each airport. The loans mature in seven years from the date of the borrowing and bear a fixed interest rate of 8.52% on unpaid balances. Interest payments and amortization of principal are required to be made in 28 equal and consecutive quarterly payments. We paidhave been paying the first amortization of principal and interest on December 7, 2007.each maturity date on each tranche. We have to comply with the following covenants, among others: (i) limitation on the use of proceeds for the financing of capital expenditures and working capital, (ii) restriction on the incurrence of other debt by any subsidiary,airport receiving a disbursement, if any, (iii) prohibition on the merger of our Companythe airport receiving the disbursement (or any of its subsidiaries) with any other company, (iv) prohibition on the sale or transfer of assets from each airport receiving a disbursement in an amount greater than Ps. 1.0 million, without previous authorization from Banamex, (v) maintenance of certain financial ratios and (vi) prohibition of dividends if the airports are unable to fulfill their obligations under the credit agreement.

On December 9, 2009, our Guanajuato, Guadalajara, Hermosillo, Puerto Vallarta and San José del Cabo airports entered into unsecured credit agreements with Banamex and HSBC for Ps. 325.7 million from each institution, for a total of Ps. 651.4 million. The loans accrue interest at a variable 91-day TIIE rate plus 350 basis points, with principal and interest to be paid quarterly for a period of seven years. Under these contracts with both banks, the airports have to comply with the following covenants, among others: (i) limitation on the use of proceeds for the financing of capital expenditures and working capital, (ii) do not constitute, assume or permit that any obligation exist on any of its goods (iii) restrictions on the incurrence of other debt by any subsidiary of each airport receiving a disbursements, if any, (iv) prohibition on the merger of the airport receiving the disbursement (or any of its subsidiaries) with any other company, (v) prohibition on the sale or transfer of assets from each airport receiving a disbursement in casean amount greater than Ps. 1.0 million, unless the sale occurs in the regular course of business, (vi) maintenance of certain financial ratios and (vii) prohibition of dividends or reimbursement of capital if the airports are unable to fulfill their obligations under the credit agreement.

In 2007, we generated Ps. 2,020.2 million from operating activities, as comparedDecember 2009, the first tranche was disbursed to Ps. 1,525.5 million in 2006, principally reflecting an increase in our income from operations discussed above after takingGuadalajara International Airport (Ps. 97.0 million), Guanajuato International Airport (Ps. 27.0 million) and Hermosillo International Airport (Ps. 19.8 million). The second tranche was disbursed on February 3, 2010 to Guadalajara International Airport (Ps. 246.1 million), Guanajuato International Airport (Ps. 49.0 million), Hermosillo International Airport (Ps. 44.1 million) and Puerto Vallarta International Airport (Ps. 168.4 million).

In connection with the loans entered into consideration non-cash charges such as depreciation, amortization and deferred income tax. Income generated from operations was mainly used to make a dividend paymenton December 9, 2009, each of Ps. 837.7 million on May 18, 2007 and Ps. 333.9 on October 31, 2007, as well as to invest approximately Ps. 932.3 million in machinery and equipment and improvements to our airport facilities.

On January 25, 2006, wethose airports entered into a linecash flow hedge with Banamex to hedge interest rate risk, which sets a ceiling of credit with a7% on the TIIE, stipulated in the loan agreements (representing the strike price of the hedge), which when added to the 350 basis points established in the loan agreements and the related hedge agreement, results in an effective maximum interest rate of 10.50%. The effective date of the hedge begins in the fourth year of the related debt agreement and extends to the end of the term of the debt. This hedge applies to both loans issued by Banamex and HSBC.

The fair value of our hedging derivative financial institution, which provides for the issuance of letters of credit up toinstrument was an aggregate amountasset of Ps. 30013.6 million in order to guarantee all amounts claimed by municipal authoritiesas of December 31, 2009 and referred to in Note 18.b to our audited consolidated financial statements. Until the line of credit expires in 2009, our airports will be subject to certain financial covenants thereunder, including, among others, the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders’ equity less intangible assets (including airport concessions) and reserves for inflationary effects, in each case under MFRS) of at least Ps. 2,100 million, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letter of credit and (iii) earn consolidated

annual EBITDA (as defined in the credit agreement) of at least Ps. 1,000 million. On February 9, 2006, an irrevocable standby letter of credit was issued in respect of the Tijuana tax claim in the amount of Ps. 141.87.1 million (nominal value). The standby letteras of credit was granted to the bond institution that issued the bond to municipal authorities in Tijuana in order to release the encumbrance described in Note 18.b to our audited consolidated financial statements.December 31, 2010.

Capital Expenditures

Under the terms of our concessions, each of our subsidiary concession holders is required to present a master development program for approval by the Ministry of Communications and

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Transportation every five years. Each master development program includes investment commitments (including capital expenditures and improvements) applicable to us as concession holder for the succeeding five-year period. Once approved by the Ministry of Communications and Transportation, these commitments become binding obligations under the terms of our concessions.

In December 2004,2009, the Ministry of Communications and Transportation approved our master development programs for each of our airports for the 20052010 to 20092014 period. TheseThis 5-year programsprogram will be in effect from January 1, 20052010 until December 31, 2009.2014.

The following table sets forth our historical capital expenditures which reflect our actual expenditures (as compared to our committed investments, which are presented further below), by airport, for the years indicated. The substantial majority of these investments were made under the terms of our master development programs.

Historical Capital Expenditures by Airport

   Year ended December 31,
   2005  2006  2007
   (thousands of pesos)

Guadalajara

  Ps.  177,842  Ps.  195,738  Ps.  238,682

Tijuana

   34,887   39,766   25,401

Puerto Vallarta

   148,968   150,711   178,223

Los Cabos

   31,770   151,507   318,842

Hermosillo

   45,553   41,236   17,330

Guanajuato

   24,008   13,507   11,637

Morelia

   37,214   17,552   2,164

La Paz

   32,864   11,053   8,594

Aguascalientes

   19,827   5,696   22,147

Mexicali

   32,968   26,659   12,256

Los Mochis

   20,656   12,966   15,254

Manzanillo

   17,864   23,287   8,323

Other

   9,790   (23,919)  72,764
            

Total

  Ps.634,210  Ps.665,760  Ps.931,617
            

The following table sets forth our historical capital expenditures by type of investment across all of our airports for the years indicated:

Historical Capital Expenditures by Type

   Year ended December 31,
   2005  2006  2007
   (thousands of pesos)

Terminals

  Ps.  247,678  Ps.  171,931  Ps.  406,804

Runways and aprons

   202,147   270,980   276,597

Machinery and equipment

   67,849   108,871   65,966

Other

   116,536   113,978   182,250
            

Total

  Ps.634,210  Ps.665,760  Ps.931,617
            

Our capital expenditures from 2005 through 2007 were allocated to the following types of investments at the majority of our airports:

 

Year ended December 31,

  

Terminals.We remodeled many(thousands of the terminals at our airports by expanding departure areas (concourses and lounges), baggage claim areas and arrival areas, by improving lighting systems, adding office space, adding taxi and other ground transportation waiting areas, and by increasing handicap services and remodeling our restrooms.pesos)

2010

Ps.935,513(1)

2009

542,114(1)

2008

521,974(1)

 

(1)

Runways and aprons.We improved the lighting systems on our runways and access roads, expanded our aircraft parking areas, and made improvements and renovations to the fences on the outlying areas of our properties subject to our concessions.

Expressed in nominal pesos.

Acquisition of long-term leases.Prior to 1999, our predecessor entered into several contracts with third-party operators to develop new space and modernize existing space at our 12 airports. Several of these contracts were long-term lease agreements pursuant to which the third-party service provider, in exchange for assuming all risks during the construction and modernization phase of each development project, acquired the exclusive right to operate the new commercial areas once developed. Many of the most lucrative commercial areas within our principal airports were leased by our predecessor to third parties on a long-term basis.

In some cases these long-term leases also gave2010, we spent Ps. 935.5 million on capital expenditures, principally for terminals, equipment for the third-party operator the right to operate not only commercial activities, but also passenger walkways, transportationinspection of checked baggage, runways and other activities in the commercial areas subject to the lease. We acquired our concessions from our predecessor subject to these long-term lease obligationsaprons. In 2009, we spent Ps. 542.1 million on capital expenditures, principally for runways and have sought to recover the third parties’ lease rights.aprons. In recent

years2008, we have recovered, by compensating lease holdersspent Ps. 521.9 million on capital expenditures, principally for early termination of their leases, several significant leases previously held by third parties who managed our commercial areasrunways and received all revenues from the operations in those areas. We now manage several of those areas directlyaprons. See “Item 4.History and have thereby increased our revenues from commercial activities.

We recovered the right to operate commercial space and to collect access fees from certain service providers at our Puerto Vallarta and Guadalajara international airports. These rights were previously scheduled to expire between 2010 and 2011, and include rights to the operation of virtually allDevelopment of the commercial activities (including stores and office space), as well as passenger taxis and air bridges within at these airports.

Machinery and equipment.We invested in machinery and equipment such as fire extinguishing vehicles, emergency back-up electricity generators, metal detectors and other security-related equipment, ambulances, moving walkways and public information systems.

Other.We installed sewage treatment plants and systems at several of our airports, improved our drainage systems, and installed underground electric wiring systems at several of our airports.

The following table sets forth our estimated committed investments for each airport for 2005 through 2009 under our master development programs. These amounts are based on investment commitments approved by the Ministry of Communications and Transportation and have been adjusted by us to take into consideration increases in petroleum and steel prices since the Ministry’s approval. We are required to comply with the investment obligations under these programs on a year-by-year basis. For a discussion of the regulations applicable to our compliance with our master development programs, see “Regulatory Framework—Company – Master Development Programs.”

Estimated Committed Investments by AirportPrograms”for more detail on our historical capital expenditures.

   Year ended December 31,
   2005  2006  2007  2008  2009
   (thousands of pesos)(1)(2)(3)

Guadalajara

  Ps.  221,029  Ps.  162,231  Ps.  182,321  Ps.  156,512  Ps.  26,719

Tijuana

   73,242   29,178   24,668   51,270   58,659

Puerto Vallarta

   190,673   102,525   157,102   29,395   19,774

Los Cabos

   54,501   178,569   155,249   227,932   199,996

Hermosillo

   51,656   44,820   14,578   22,912   47,906

Guanajuato

   38,032   21,368   14,563   34,424   29,316

Morelia

   43,038   24,714   8,166   10,212   35,389

La Paz

   40,906   20,359   9,119   13,903   20,637

Aguascalientes

   16,157   9,178   7,794   16,798   29,861

Mexicali

   65,763   17,603   14,362   17,573   16,487

Los Mochis

   16,308   11,630   8,682   14,687   11,216

Manzanillo

   34,888   25,214   11,917   10,807   16,027
                    

Total

  Ps.846,193  Ps.647,389  Ps.608,521  Ps.606,425  Ps.511,987
                    

(1)Figures expressed in constant pesos as of December 31, 2004 based on the Mexican production, merchandise and construction price index (Índice Nacional de Precios a la Producción, Mercancías y Servicios Finales, Sector Secundario Construcción), which is the index that the Ministry of Communications and Transportation directed us to apply in restating those values. We have submitted a formal request to the Ministry of Communications and Transportation seeking confirmation that the correct index to be applied to update the amounts set forth in our master development programs is instead the Mexican Producer Price Index. Should the Ministry of Communications and Transportation approve our request, each of the figures set forth in the table above would be reduced by approximately 6%.
(2)Reflects changes to the master development programs for our Puerto Vallarta and Los Cabos airports agreed to with the Ministry of Communications and Transportation in 2007.
(3)Variations in estimated committed investment amounts reported by us from time to time are the result of changes in the allocation of investment amounts to different airports and revisions to, and deferrals of, investments in baggage screening systems, which investments cannot be finalized until we reach a definitive agreement with our various airline customers.

The following table sets forth our estimated committed investments for 2005 throughDuring 2008, 2009 by type of investment:

Estimated Committed Investments by Type

   Year ended December 31,
   2005  2006  2007  2008  2009
   (thousands of pesos)(1)(2)(3)

Terminals

  Ps.  220,943   Ps.  121,055  Ps.  247,043  Ps.  298,476  Ps.  225,305

Runways and aprons

   154,424   350,617   212,660   187,384   180,045

Machinery and equipment

   52,483   36,853   17,690   11,011   8,387

Baggage screening systems—initial investments

   333,224   0   0   0   0

Baggage screening system—additional investments

   20,358   64,042   64,042   64,042   64,042

Other

   64,761   74,822   67,086   45,512   34,208
                    

Total

  Ps.846,193  Ps.647,389  Ps.608,521  Ps.606,425  Ps.511,987
                    

(1)Figures expressed in constant pesos as of December 31, 2004 based on the Mexican production, merchandise and construction price index (Índice Nacional de Precios a la Producción, Mercancías y Servicios Finales, Sector Secundario Construcción), which is the index that the Ministry of Communications and Transportation directed us to apply in restating those values. We have submitted a formal request to the Ministry of Communications and Transportation seeking confirmation that the correct index to be applied to update the amounts set forth in our master development programs is instead the Mexican Producer Price Index. Should the Ministry of Communications and Transportation approve our request, each of the figures set forth in the table above would be reduced by approximately 6%.
(2)Reflects changes to the master development programs for our Puerto Vallarta and Los Cabos airports agreed to with the Ministry of Communications and Transportation in 2007.
(3)Variations in estimated committed investment amounts reported by us from time to time are the result of changes in the allocation of investment amounts to different airports and revisions to, and deferrals of, investments in baggage screening systems, which investments cannot be finalized until we reach a definitive agreement with our various airline customers.

In 2005, the Mexican government issued a policy letter calling for all checked baggage on international commercial flights beginning in January 2006, and on domestic commercial flights beginning in July 2006, to undergo a new comprehensive screening process. Because of uncertainty over the policy letter’s implementation, the new screening process has been delayed. In particular, the policy letter does not specify which parties should bear responsibility for the new screening process. Although the Mexican Airport Law clearly specifies that airlines bear the responsibility for baggage screening, the fact that the policy letter is silent as to responsibility has caused some2010, 27.3%, 26.6% and 34.8% respectively, of our airline customerscapital expenditures were funded by cash flows from operations, while the remaining balance was funded with bank loans. We currently intend to contend thatfund the policy letter’s intent is for airport concessionaires, such as us, to bear responsibility for the new screening process. In addition, certain questions have been raised regarding the constitutionality of the new screening process. The Mexican Bureau of Civil Aviation is expected to issue regulations implementing the policy letter, but these may not address the questions of responsibility and constitutionality that have been raised. We maintain that the new policy will not be implemented at our airports until we enter into a written agreement with our airline customers regarding the allocation of cost and responsibility. We hope to reach a definitive agreement with our airline customers regarding the allocation of costs and then proceed with the purchase and installation of new equipment.

Differences between estimated committed investments and historicalworking capital expenditures are due primarily torequired by our not having yet installed this baggage screening equipment. The installation of the new equipment was originally contemplated under our master development programs, but as a result of the issues outlined above, we do not believe that we are, or at any time have been, in legal breach of our Master Development Programs.

We expect to continue funding the majority of our operations in the short-term and long-termbusiness strategy through cash flow from operations although we have incurred indebtedness. We expect to allocateand from the indebtedness described above.

Share Repurchase Program

At the General Ordinary Shareholders’ Meeting held on April 28, 2008, a majoritystock buy-back program for Series B shares was approved under the Mexican Securities Law rules, for a maximum amount of our investmentsPs. 55 million for the period 2005 throughfrom April 28, 2008 to April 27, 2009. The share repurchases began in July 2008 and ended in April 2009. At the General Ordinary Shareholders’ Meeting held on April 28, 2009, a stock buy-back program for Series B shares was approved under the Mexican Securities Law rules, for a maximum amount of Ps. 864.3 million for the period from April 28, 2009 to our five largest airports. In particular,April 27, 2010. During this period the Company did not repurchase any shares. At the General Ordinary Shareholders’ Meeting held on April 27, 2010, the maximum amount approved for repurchase of shares or credit instruments that represent these shares was cancelled. At the General Ordinary Shareholders’ Meeting held on April 27, 2010, no stock buy-back program for Series B shares was approved for the period from April 27, 2010 to April 27, 2011. However, at the subsequent General Ordinary Shareholders’ Meeting held July, 22 - 25, 2010, a portionstock buy-back program for Series B shares was approved under the Mexican Securities Law rules, for a maximum amount of Ps. 1.00 billion from July 25, 2010 to April 27, 2011. During that period the Company bought 20,217,600 shares at an average price of Ps. 45.20 for Ps. 913.8 million. These shares represent 3.6% of our investments is being dedicated to expanding and remodelingtotal outstanding shares. At the Guadalajara, Puerto Vallarta and Los Cabos international airports terminals.General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program for Series B shares was approved for a maximum amount of Ps. 473.5 million for the twelve months following April 27, 2011.

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Critical Accounting Policies

We prepare our audited consolidated financial statements in conformity with MFRS. As such, we are required to make estimates, judgments and assumptions that affect (i) certain reported amounts of our assets and liabilities, (ii) the disclosure of our contingent assets and liabilities at the date of the financial statements, (iii) recoverability of deferred tax assets as well as tax contingencies and (iii)(iv) certain reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on our historical experience, on technical merits for tax positions, on financial projections and on various other reasonable factors that together form the basis for making judgments about the carrying values of our assets and liabilities. Our actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our significant accounting policies are described in Note 3 to our audited consolidated financial statements.

We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

Contingencies and Provisions

We are a party to a number of legal proceedings. Under generally accepted accounting principles, liabilities are recognized in the financial statements when a loss is both estimable and probable. If the loss is neither probable nor estimable or if the likelihood of a loss is remote, no amounts are recognized in the financial statements.

Allowance for doubtful accounts

We systematically and periodically review the aging and collection of our accounts receivable and record an allowance for doubtful accounts when evidence exists that they will not be fully recoverable. We believe such risk is adequately covered by guarantee deposits in cash or other kind of guarantees by clients.

Income Taxes

In conformity with BulletinNIF D-4, “Accounting for Income Tax, Asset Tax and Statutory Employee Profit Sharing”Taxes, of MFRS, we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. At December 31, 2007,2010, we recorded, within the long-term deferred income tax asset, an estimated amount of recoverable asset tax paid (Ps. 396.3 million), based on financial projections that show that we will recover the excess of asset tax over income tax relating to our Guanajuato, Guadalajara, Morelia, Puerto Vallarta and Tijuana airports.airports . As a result of changes in Mexican tax law, (See “Item 5 –Operating and Financial Review and Prospects – Taxation”), the asset tax balance may be recovered through rebates of up to 10% of the total asset tax paid out and pending recovery over the next ten years (starting in 2008), provided that this sum does not exceed the difference between the income tax paid during the period and the asset tax paid during the three previous years 2007, 2006 and 2005, whichever is lower, whenever the income tax exceeds asset tax in any of those years. Additionally, we have recorded a tax loss carryforward, expiring on 2048 as permitted by the Mexican tax authorities for concession operation relating to our Aguascalientes La Paz and MexicaliMorelia airports. We regularly review our deferred tax assets for recoverability and, if necessary, establish a valuation allowance based on historical taxable income, projected future taxable income and related income tax expense compared to future estimated asset tax and the expected timing of the reversals of existing temporary differences. If these estimates and related assumptions change in the future, we may be required to make additional adjustments to our deferred tax assets, which may result in a reduction of, or an increase in, income tax expense.

Beginning October 2007, and according to Interpretation of Financial Reporting Standard (“INIF”) 8, “EffectsEffects of the Business Flat Tax”Tax, based on itsour financial projections the Companyfrom 2011-2014, we must determine whether itwe will incur regular income tax

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or the new Business Flat Tax, (“IETU”)or IETU, and, accordingly, recognize deferred taxes based on that expectation. In 2010, we canceled the recoverable income taxes paid on dividends in previous years for a total amount of Ps. 84.2 million, as we do not believe we will recover that amount in future years. Every year we review the amount of income taxes paid on dividends according to our financial projections and determine the amount that could be recovered.

In accordance with the Income Tax Law of 2010, the income tax rate applicable will be 30% for the years 2010 through 2012, 29% for 2013 and 28% from 2014 onwards. We have recalculated our deferred tax assets and liabilities using the appropriate tax rates depending on when the tax it expects to pay.

differences triggering the deferred tax asset or liability will be reversed.

Impairment in the Value of Long-Lived Assets

We must test for impairment when indicators of potential impairment in the carrying amount of tangible and intangible long-lived assets in use exist, unless there is conclusive evidence that the indicators of impairment are temporary. An impairment is recorded when the carrying amount of long-lived assets exceeds the greater of the present value of future net cash flows provided by the assets onor the net sales price upon disposal. Present value of future net cash flows is based on management’s projections of future operations, discounted using current interest rates. Our evaluations throughout the year and up to the date of this filing did not reveal any impairment of tangible and intangible long-lived assets. We can give no assurance that our evaluations will not change as a result of new information or developments which may change our future projections of net cash flows or the related discount rates and result in future impairment charges.

New Accounting Pronouncements

Our financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. Notes 26 and 27 to our audited consolidated financial statements discuss new accounting pronouncements under MFRS and U.S. GAAP that will come into effect in 2011.

Principal Differences Between MFRS and U.S. GAAP

Our audited consolidated financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. See Note 2427 to our audited consolidated financial statements for a discussion of these differences.differences and the effect on our result of operations. Consolidated net income under U.S. GAAP was Ps. 959.3 million,1.96 billion, Ps. 1,141.3 million1.48 billion and Ps. 1,756.8 million1.72 billion for the years ended December 31, 2005, 20062008, 2009 and 2007,2010, respectively.

The principal differences between MFRS and U.S. GAAP as they relate to us are i) the treatment of our investments in our concessions, and the rights to use our airport facilities and revenues and cost of improvements to concession assets, ii) the recognition of the fair value of embedded derivatives, iii) the treatment of AMP’s portion of shares held in trust, which are forfeitable, iv) the treatment of employee postretirement benefits and v) the effects of these adjustments on deferred income taxes. Each of these differences affects both consolidated net income and stockholders’shareholders’ equity.

Off-balance Sheet Arrangements

We are not party to any off-balance sheet arrangements.

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Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2007.2010.

 

  Payments due by period   Payments due by period 

Contractual Obligations

  Total  Less than
1 year(4)
 1-3
years
  3-5
years
 More than
5 years
   Total   Less than
1 year(4)
   1-3
years
   3-5
years
   More than
5 years
 
  (in millions of pesos)   (in millions of pesos) 

Master Development Programs(1)(5)

  Ps. 1,451.6  Ps. 939.6(5) Ps. 512.0  Ps. N/A(6) Ps. N/A(6)  Ps.2,216.7    Ps.989.4    Ps.1,227.3    Ps.N/A    Ps. N/A  

Purchase Obligations(2)

  463.8  54.6  184.4  224.8  0.0    245.6     59.3     186.3     —       N/A  

Bank Loans

   1,309.3     266.5     778.0     264.8     N/A  

Interest from Bank Loans (6)

   553.4     118.5     248.9     186.0     N/A  

Operating Lease Obligations(3)

  14.4  6.0  8.4  0.0  0.0    33.8     7.0     20.1     6.7     N/A  
                                    

Total

  Ps. 1,929.8  Ps. 1,000.2  Ps. 704.8  Ps. 224.8  Ps. N/A   Ps.4,358.8    Ps.1,440.7    Ps.2,460.6    Ps.457.5     N/A  
                

 

(1)Figures expressed in constant pesos as of December 31, 20042007 based on the Mexican production, merchandiseProduction, Merchandise and construction price indexConstruction Price Index (Índice Nacional de Precios a la ProduccióConstrucción, MercancíasCP165 – Materiales, alquiler de maquinaria y Servicios Finales, Sector Secundario Construcciónremuneraciones), which is the index that the Ministry of Communications and Transportation directed us to applyconfirmed applies in restating those values. We have submitted a formal request to the Ministry of Communications and Transportation seeking confirmation that the correct index to be applied to update the amounts set forth in our master development programs is instead the Mexican producer price index. Should the Ministry of Communications and Transportation approve our request, each of the figures set forth in the table above would be reduced by approximately 6%.
(2)Reflects a minimum fixed annual payment of U.S.$ 4.0 million required to be paid under our technical assistance agreement, assuming an average exchange rate of Ps. 10.916913.8 per U.S. dollar and an annual U.S. inflation rate of 2.7%2.0%. The amount ultimately to be paid in any year will depend on our profitability.
(3)Includes leasing of buildings and vehicles.
(4)Amount for less than one year corresponds to obligations for 2008.2011.
(5)The difference between this amount and the amount for 2006 in the table titled “Estimated Committed Investments by Type” above reflects baggage screening equipment that was provided for in our master development programs for 2005 but which we did not purchase in 2005, and have therefore carried forward.
(6)In the fifth year of the master development programs (2014), a negotiation will take place with the Ministry of Communications and Transportation to determine the new master development program commitments for the subsequent five-year period.period (2015-2019).

New Accounting Pronouncements

MFRS

In 2007, the Mexican Board for Research and Development of Financial Information Standards (CINIF) issued the following NIFs and INIFs, which became effective for fiscal years beginning on January 1, 2008:

NIF B-2,Statement of Cash Flows

NIF B-10,Effects of Inflation

NIF B-15,Translation of Foreign Currencies

NIF D-3,Employee Benefits

NIF D-4,Taxes on Income

INIF 5,Recognition of the Additional Consideration Agreed to at the Inception of a Derivative Financial Instrument to Adjust it to Fair Value

INIF 6,Timing of Formal Hedge Designation

INIF 7,Application of Comprehensive Income or Loss Resulting From a Cash Flow Hedge on a Forecasted Purchase of a Non-Financial Asset

Some of the significant changes established by these standards are as follows:

NIF B-2, Statement of Cash Flows. This NIF establishes general rules for the presentation, structure and preparation of a cash flow statement, as well as the disclosures supplementing such statement, which replaces the statement of changes in financial position. NIF B-2 requires that the statement show a company’s cash inflows and outflows during the period. Line items should be preferably presented gross. Cash flows from financing activities are now presented below those from investing activities (a departure from the statement of changes in financial position). In addition, NIF B-2 allows entities to determine and present their cash flows from operating activities using either the direct or the indirect method.

NIF B-10, Effects of Inflation. NIF B-10 defines two economic environments: a) inflationary environment, when cumulative inflation of the three preceding years is 26% or more, in which case, the effects of inflation should be recognized using the comprehensive method; and b) non-inflationary environment, when cumulative inflation of the three preceding years is less than 26%, in which case, no inflationary effects should be recognized in the financial statements. Additionally, NIF B-10 eliminates the replacement cost and specific indexation methods for inventories and fixed assets, respectively, and requires that the cumulative gain or loss from holding non-monetary assets be reclassified to retained earnings, if such gain or loss is realized; the gain or loss that is not realized will be maintained in stockholders’ equity and charged to current earnings of the period in which the originating item is realized.

NIF B-15, Translation of Foreign Currencies. NIF B-15 eliminates classification of integrated foreign operations and foreign entities and incorporates the concepts of accounting currency, functional currency and reporting currency. NIF B-15 establishes the procedures to translate the financial information of a foreign subsidiary: i) from the accounting to the functional currency; and ii) from the functional to the reporting currency, and allows entities to present their financial statements in a reporting currency other than their functional currency.

NIF D-3, Employee Benefits. This NIF addresses current and deferred statutory employee profit sharing (“PTU”). Deferred PTU should be calculated using the same methodology established in Bulletin D-4,Income Taxes, Tax on Assets and Statutory Employee Profit Sharing. It also includes the career salary concept and the amortization period of most items is reduced to a five-year period or less, provided an employees’ remaining labor life is less than the:

Beginning balance of the transition liability for severance and retirement benefits,

Beginning balance of past service cost and changes to the plan,

Beginning balance of gains and losses from severance benefits, according to actuarial calculations, should be amortized against the results of 2008, and the

Beginning balance of gains and losses from retirement benefits, according to actuarial calculations, should be amortized over a five-year period (net of the transition liability), with the option to fully amortize such item against the results of 2008.

NIF D-4, Taxes on Income. This NIF relocates accounting for current and deferred PTU to NIF D-3, eliminates the permanent difference concept, redefines and incorporates various definitions and requires that the cumulative income tax effect be reclassified to retained earnings, unless it is identified with some of the other comprehensive income items that have not been applied against current earnings.

INIF 5, Recognition of the Additional Consideration Agreed to at the Inception of a Derivative Financial Instrument to Adjust it to Fair Value. INIF 5 states that any additional consideration agreed to at the inception of a derivative financial instrument to adjust it to its fair value at that time should be part of the instrument’s initial fair value and not subject to amortization as established by paragraph 90 of Bulletin C-10,Derivative Financial Instruments and Hedging Activities. INIF 5 also establishes that the effect of the change should be prospectively recognized, affecting results of the period in which this INIF becomes effective. If the effect of the change is material, it should be disclosed.

INIF 6, Timing of Formal Hedge Designation. INIF 6 states that hedge designations may be made as of the date a derivative financial instrument is contracted, or at a later date, provided its effects are prospectively recognized as of the date when formal conditions are met and the instrument qualifies as a hedging relationship. Paragraph 51.a) of Bulletin C-10 only considered the hedge designation at the inception of the transaction.

INIF 7, Application of Comprehensive Income or Loss Resulting From a Cash Flow Hedge on a Forecasted Purchase of a Non-Financial Asset. INIF 7 states that the effect of a hedge reflected in other comprehensive income or loss resulting from a forecasted purchase of a non-financial asset should be capitalized within the cost of such asset, whose price is set through a hedge, rather than reclassifying the effect to the results of the period affected by the asset, as required by Paragraph 105 of Bulletin C-10. The effect of this change should be recognized by applying any amounts recorded in other comprehensive income or loss to the cost of the acquired asset, as of the effective date of this INIF.

On November 30, 2006, the International Financial Reporting Interpretations Committee (“IFRIC”) issued IFRIC 12,Service Concession Arrangements. The Interpretation addresses the accounting by private sector operators involved in the provision of public sector infrastructure assets and services, such as schools and roads. The Interpretation does not address the accounting for the government (grantor) side of such arrangements. Accounting for concessions is not specifically addressed in MFRS, for which reason IFRIC 12 will be applied supplementally in the Company’s consolidated financial statements.

U.S. GAAP

In September 2006 the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157Fair Value Measurements.

SFAS 157 defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP, and expands disclosures about fair value measurements. This statement clarifies the definition of exchange price as the price between market participants in an orderly transaction to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is the principal or most advantageous market for the asset or liability. The changes to current practice resulting from the application of this statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007 for financial assets and liabilities such as derivatives measured at fair value under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. SFAS No. 157 has been deferred until fiscal years beginning after November 15, 2008 for nonfinancial assets and liabilities such as asset retirement obligations measured at fair value at initial recognition, long-lived asset groups measured at fair value under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, liabilities for exit or disposal activities measured at fair value under SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities, etc. The adoption of this standard is not expected to have a material impact on Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS 159 provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is for fiscal years beginning after November 15, 2007. The adoption of this standard is not expected to have a material impact on Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007)Business Combinations, a replacement of FASB No. 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at fair value as of the acquisition date. The Statement also establishes disclosures requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. The Company has not yet determined the impact, if any, of the adoption of FAS 141(R) on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, which enhances the current disclosure framework in SFAS No.133, Accounting for Derivative Instruments and Hedging Activities. SFAS No.161 primarily requires (i) qualitative disclosures about objectives and strategies for using derivatives in the context of each instrument’s primary underlying risk exposure; (ii) quantitative disclosures about the location and fair value amounts of and gains and losses on derivative instruments, in a tabular format; and (iii) disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective for financial statements issued for

fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is in the process of determining the effects of this new standard on its consolidated financial information.

(6)For the interest calculations, we determined the interest payments using a fixed interest rate of 8.52% for the loans contracted in 2007, and using an estimated rate of 10.50% for the loans contracted in 2009. See “Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness”.

 

Item 6.Directors, Senior Management and Employees

Directors

The board of directors is responsible for the management of our business. Pursuant to our bylaws, our board of directors generally must consist of 11 members. Under Mexican law, at least 25 percent of our directors must be independent (as determined by our stockholdersshareholders at each annual general ordinary shareholders’ meeting in applying the provisions of our bylaws and relevant Mexican and other law). Currently, the board of directors consists of 11 directors.

Our bylaws provide that the holders of Series BB shares are entitled to elect four members to the board of directors and their alternates. Our remaining directors are elected by the holders of our Series B shares (who do not elect alternates). Under our bylaws, each stockholdershareholder or group of stockholdersshareholders owning at least 10% of our capital stock in the form of Series B shares is entitled to elect one member to the board of directors. The other directors to be elected by the holders of our Series B shares are elected by majority vote of all holders of Series B shares present at the stockholders’shareholders’ meeting. Directors are elected for one-year terms at the ordinary shareholders’ meeting.

On April 28, 2008, the Shareholders’ Meeting changed27, 2011, our shareholders’ meeting determined the composition of our Boardboard of Directorsdirectors as set forth in the following table, which lists the title, date of appointment, age and alternate of each of our current directors. In this meeting, however, Grupo México, S.A.B. de C.V. (“Grupo Mexico”), as of April 8, 2011, holder of 20.0% of our total shares, indicated its intent to appoint two members of our board of directors, one for every 10% it holds in the Company. However, according to our bylaws, ownership of our common equity is limited to 10%, and consequently, the right of representation on our board of directors and the right to vote at our shareholders’ meetings is also limited to 10%. Consequently, during the April 27, 2011 General Shareholder’s Meeting, the intent of Grupo Mexico was rejected, and Grupo Mexico was asked to appoint a single board member in accordance with their rights under our bylaws. At the meeting on April 27, 2011, Grupo Mexico did not determine which of the two individuals it put forth as its candidates to the board of directors would be appointed. During the meeting Mr. Gallastegui Armella was neither ratified nor removed from our board of directors by any party,

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including Grupo Mexico. Therefore, the following table reflects the composition of our board of directors as it is understood by our management. Future developments related to the events discussed in “Item 5,Operating and Financial Review and Prospects – Recent Developments – Shareholder Dispute at Shareholder Meetings” and “Item 8,Legal Proceedings—Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws” might affect the composition of our board.

 

Name

  

Title

  

Director since

  Age 

Alternate

Laura Diez Barroso Azcárraga*

Guillermo Díaz de Rivera Alvarez*

  Chairman and Director (AMP)  February 7, 2006June 2, 2010  5754  Eduardo Sánchez Navarro Redo*Jorge Sepúlveda García

Demetrio Ullastres Llorente*

Director (AMP)November 27, 200266Carlos del Río Carcaño

Javier Marín San Andrés*s *

  Director (AMP)  August 1, 2001  5054  Ana Alonso Farto*Maria de los Reyes Escrig Teigeiro

Rodrigo Marabini Ruíz *

  Director (AMP)  February 7, 2006  4548  Carlos del Río Carcaño*Vicente Grau Alonso
Salvador Alemany Mas *Director (AMP)April 28, 2008Demetrio Ullastres Llorente*

Francisco Glennie y Graue **

  Director (Independent)  February 7, 2006  6062  —  
Francisco Javier Fernández Carbajal **Director (Independent)April 27, 200553—  

José Manuel Rincón Gallardo Purón **n**

  Director (Independent)  February 7, 2006  6668  —  
Sergio Paliza Valdéz **

León Falic**

Director (Independent)June 2, 201040—  

Ernesto Vega Velasco**

  Director (Independent)  May 25, 2006  73  —  
Ernesto Vega Velasco **

Jaime Cortés Rocha**

  Director (Independent)  May 25, 2006June 2, 2010  7164  —  
Henry R. Davis Signoret **Director (Independent)October 27, 200668—  
Alfonso Pasquel Bárcenas **

Carlos Eduardo Bravo Almenar**

  Director (Independent)  April 19, 200727, 2011  6252  __—  

Eduardo J.

Gallastegui Armella**

Director (Independent)July 25, 201054—  

 

*Elected by AMP as holder of Series BB shares, which represents 15% of our capital stock.
**Independent directors elected to comply with the Securities Market Law (Ley del Mercado de Valores).

Laura Diez Barroso AzcárragaGuillermo Gerardo Díaz de Rivera Alvarez. Mrs. Diez BarrosoMr. Díaz de Rivera is currently the Chairman of the Boardboard of Directorsdirectors of Grupo Aeroportuario del Pacífico, S.A.B. de C.V., and serves on thea member of our board of several public and not-for-profit companies in Mexico and indirectors since 2010. He is a partner with the United States, including Teléfonoslaw firm Díaz de Rivera y Mangino. Mr. Díaz de Rivera has served as professor of commercial law at the Universidad Nacional Autónoma de México (Telmex)since 1981 and at the Universidad Panamericana since 1980. He is a professor of commercial law and stock market law at the Instituto Mexicano del Mercado de Capitales, A.C., Grupo Financiero Inbursa, Royal Caribbean International, Pro Mujer (an organization that provides micro creditas well as having served as a visiting professor at the Universidad Bonaterra and the Universidad de La Habana. He is a legal consultant for women in Mexico)various securities issuers and isother market participants. He received his law degree from the PresidentUniversidad Panamericana.

Demetrio Ullastres Llorente. Mr. Ullastres Llorente has served as a member of our board of directors since 2002. Since 2004, he has been the president of the Board of TrusteesServices and Concessions Division of the MuseumACS Group. Mr. Ullastres received his Bachelor of San Ildefonso. Prior to 2000, Ms. Diez BarrosoArts in transportation engineering from the Colegio del Pilar in Madrid, Spain, and has since worked in various capacities with Grupo Dragados, S.A. in Cadiz, including, most recently, as president of Dragados Industrial, S.A. and president of Dragados Construcción. In 2001, he was named the ChairmanGeneral Director of Grupo Dragados, S.A., responsible for the areas of construction and CEOconcessions. In 2002, he was awarded a medal of Editorial Televisa,Professional Merit by the largest Spanish language magazine publisher with 40 titles distributed throughout 19 countries.Colegio de Ingenieros de Caminos, Canales y Puertos.

Javier Marín San Andrés. Javier Marín San Andrés is a member of our Boardboard of Directorsdirectors and has been since 2001. He is currently a director of Aeropuertos Españoles y Navegación Aérea, S.A. (AENA) and is in charge of the management and development of the airport network in Spain. He is also a member of the board of directors of Centro Logísticos Aeroportuarios, S.A. (serving as Vice President) and Ingeniería y Economía del Transporte, S.A., as well as several Mexican companies, including Aeropuertos Mexicanos del Pacífico, S.A. de C.V. and Colombian companies such as Aeropuertos del Caribe, S.A., Sociedad Aeroportuaria de la Costa, S.A., Aerocali, S.A. and Compañía de Extinción General de Incendios, S.A. In 1999, he was appointed Chief Executive Officer and General Director of Aeropuertos Españoles y Navegación Aérea,AENA, which he joined in 1991 and where he served in various executive capacities until his appointment from 1993 to 1996 as General Director of Air Navigation and in 1997 as Director of Corporate

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Development, responsible for strategic planning of the initial international development of AENA as an airport operator. He has also served as the General DirectionDirector of Civil Aviation at the Universidad Politécnica de Madrid, in the Experimental Center of the Eurocontrol Organization in Paris, as well as in the Indra Corporation Group. He holds a degree in Aeronautical Engineering from the Universidad Politécnica de Madrid and has a degree in Finance and Economics Management from the Chamber of Commerce in Madrid and a graduate degree in management from the IESE, Universidad de Navarra.

Rodrigo Marabini Ruíz. MrMr. Marabini Ruízhas been a member of our board of directors since 2006, and has more than 20 years professional experience the majoritymostly in the airport and air navigation sectors. Currently and sinceSince 2004, Mr. Marabini Ruíz has been CEO of AENA and a member of the Spanish Airports Executive Committee. In 1997, he joined AENA as Technical Director and subsequently took on the role of Director of Concessions and Services. Prior to 1997, he developed his careerwas a consultant in organizational, systems and business consultancy inpractices for the public and transport sectorstransportation industry for the firms Arthur Andersen and Andersen Consulting (currently Accenture) and as an independent consultant. He is and has beenserved as a member of different boards of directors principally for airport operations companies, in addition to the Company, such as Aeropuertos Mexicanos del Pacífico S.A. de C.V., TBI, Plc (United Kingdom), and Airports Concession Development (United Kingdom), among others.. Mr. Marabini holds a degree in aeronautical engineering from the ETSIA (Polytechnic University) of Madrid, specializing in Airports, and a Diploma of Senior Management from the IESE Business School of Madrid.

Salvador Alemany Mas. Mr. Alemany Mas is currently board member of Abertis Infraestructuras, President of Autopistas C.E.S.A., president of Abertis Telecom, board member of Iberpistas, delegated board member of Saba Aparcamientos and Atlantia (Italy), Brisa (Portugal), member of the political economics commission of the Chamber of Commerce of Barcelona and President of “Círculo de Economía” among others. He is professor of marketing and has a degree in Economic Science from Barcelona University, as well as a Diploma from IESE Business School of Madrid.

Francisco Glennie y Graue. Francisco Glennie y Graue ishas been a member of our board of directors and has been since 2006. He haspreviously served previously as an alternate member of our board of directors and as a member of our audit committee. Since 2003, he has been affiliated with Challenger, Gray and Christmas, Inc., a U.S. human resources consulting firm, as its representative in Mexico City, following several years as an independent executive search consultant. He had previously served as vice-president of human resources for Pepsi Cola, Inc. in Mexico and as the director of human resources for the Latin America region of Frito Lay. Mr. Glennie y Graue has also served in human resources positions of increasing seniority at such companies as Unilever and Sabritas, one of Mexico’s leading snack food companies, following several years in various human resources positions at Ford Motor Company.Company, Inc. Mr. Glennie y Graue obtained his B.A. in industrial relations at the Universidad Iberoamericana in Mexico City and has completed the Senior Management Program at the Instituto Panamericano de Alta Dirección de Empresa in Mexico City.

Francisco Javier Fernández Carbajal. Francisco Javier Fernández Carbajal is a member of our board of directors and has been since April 27, 2005. Mr. Fernández Carbajal has worked as a consultant for public and private investment transactions and a wealth management advisor since January 2002. From July 2000 to January 2002, Mr. Fernández Carbajal was General Director of the Corporate Development Division of Grupo Financiero BBVA Bancomer, a financial institution in Mexico. Prior to serving in this role, he served in other senior executive positions since joining Grupo Financiero BBVA Bancomer in September 1991. Mr. Fernández Carbajal currently serves as Chairman of the Board of Primero Fianzas and Primero Seguros, a surety company and a car insurance company in Mexico. He is also a director of Fomento Económico Mexicano, a beverage company in Latin America, of Visa Inc., a company that operates the world’s largest retail electronic payments network and of Fresnillo PLC, a precious metal mining company operating in Mexico. Mr. Fernández Carbajal holds a degree in Mechanical & Electrical Engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey (ITESM) and a Master of Business Administration degree from the Harvard Business School.

José Manuel Rincón Gallardo Purón. José Manuel Rincón Gallardo Purón ishas been a member of our board of directors and has been since 2006. He also serves as the “audit committee financial expert” for the Company and is a member of our Audit Committee, ratified at the General Ordinary Shareholders’ Meeting held in July 2010. Mr. Rincón is an accountant who currently serves on the boards of directors and audit committees of numerous large Mexican companies, includingcompanies. He serves as chairman of the board of directors of Sonoco de México, S.A. de C.V., member of the board of directors and audit committee of Grupo Financiero Banamex, S.A. de C.V., Grupo Herdez, S.A. de C.V., General de Seguros, S.A.B., Cemex, S.A.S.A.B., de C.V. and Grupo Financiero Banamex,is a subsidiarymember of Citigroup.the board of directors of Laboratorio Sanfer-Hormona. He has also served as a managing partner of KPMG Mexico and has served on various committees of KPMG at a national and international level. Prior to joining KPMG, he was a partner at Ernst & Young in Mexico. He is a member of the Mexican Institute of Public Accountants and the Mexican Institute of Financial Executives. He received a degree in accounting from the Universidad Nacional Autónoma de Mexico and has studied administration and finance at the Wharton School of the University of Pennsylvania, Stanford University and the University of California at Los Angeles.

Sergio Paliza ValdézLeón Falic.Mr. Paliza Valdéz is. Mr. León Falic has been a member of our board of directors since 2010. He is President of Duty Free Americas, Inc., the largest duty-free operator in North America, which he acquired with his brothers in 2001. He is also a principal and has been since 2006. He currently additionally serves as an advisorthe President of UETA Inc., a Panamanian wholesale distributor of luxury goods. Mr. Falic and his brothers also maintain significant investments in high-end fashion. In 2007, Mr. Falic and his brothers acquired a worldwide license to several Mexicanmanufacture fragrances and foreigncosmetics under the Perry Ellis brand name. They also acquired Christian Lacroix, the French fashion

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design house, in 2002, and is a member of the boards of directors of Kimberly Clark de México, Sanborns Hermanos, Arabela, Compactos Orientales, Banamex, Procorp, Hospital ABC, Fundación Comunitaria de Oaxaca, Fundación Meyalli, Mexican Institute of Public AccountantsHard Candy LLC and Urban Decay, cosmetics manufacturers, in 2005, all from Louis Vuitton Moet Hennessy. In 1990, Mr. Falic partnered with Softbank and the Mexican InstituteSteinmetz Group to create proprietary software related to the cross-border movement of Financial Executives. Formerly he worked at Kimberly Clark de México as alternate CEO, as CFOluxury goods. Mr. Falic also owns a store dedicated to the sale of Massey Ferguson de Méxicohigh-end jewelry and as CFO of Baker Oil Tools. He also served as an international audit manager of Arthur Andersen and as Chairman of IMEF in Mexico City. He has also been associated with the National Chamber of Paper and Cellulose Industries, among others. In 1995 he was elected by Global Finance Magazine as “Superstar CFO” for Mexico. Mr. Paliza has his degree in public accountancy from the Universidad Nacional Autónoma de México.watches.

Ernesto Vega Velasco. Mr. Vega Velasco ishas been a member of our board of directors and has been since 2006. He is a Public Accountant with a degree from the Instituto Tecnológico Autónomo de México and received further business management education from IPADE. He is now in retirement but still serves as an independent board member of Wal-Mart de México, (Chairman and member of the Audit Committee)S.A.B. de C.V., Grupo Desc,Kuo, S.A.B de C.V., Dine, S.A.B. de C.V. América Móvil, S.A.B. de C.V., Impulsora de Desarrollo y el Empleo en América Latina, S.A.B. de C.V., Inmuebles Carso, S.A.B. de C.V. and, as an alternate director for Industrias Peñoles, (as an alternate director).S.A. de C.V.

Eduardo Sánchez Navarro Redo. Eduardo Sánchez Navarro Redo has been a member of our Board of Directors since 2006. He is currently also the chairman of AMP. He is also the chairman of Grupo Questro, a real estate investment group with substantial holdings in Los Cabos, including luxury resorts and residential developments such as Cabo Real, Club Campestre San José and Puerto Los Cabos, as well as Club de Golf Bosques in Mexico City. Since 1986, Mr. Sánchez Navarro Redo has been the Vice President of Grupo Embotelladoras Unidas, the second largest Pepsi bottling group in Mexico. He is also the current President of the Asociación de Inversionistas en Hoteles y Empresas Turísticas, a member of the National Tourism Business Counsel, a member of the Counsel for Promotion of Mexican Tourism, a member of the Sustainable Northeast Counsel and founder of the Coordinating Counsel of Los Cabos.

Henry R. Davis Signoret.Henry R. Davis was born in Mexico City in 1940. He obtained his undergraduate degree in business administration from the Universidad Autónoma de México in 1964. In 1971 he was sent by Cifra, S.A., his then employer, to Harvard University to take a course in management development. During his studies, he obtained experience especially in market studies and sales development. Mr. Davis began work at Cifra, S.A. in 1965 and remained an employee of such company for the following 33 years, working in various aspects of the administration of the company’s supermarket, restaurant and department store divisions. In 1983 he became the president of the company, a position he held until his departure from the company in 1998. He also served as a director of the company. Since his departure from Cifra S.A., he has dedicated himself to family businesses, including Promotora Dac, S.A. a real estate and investment company that also serves as a holding company for Probelco, S.A., a cosmetics company, and Desarrollos Banderas, S.A., a real estate and golf course development company.

Alfonso Pasquel BárcenasJaime Cortés Rocha. Mr. Pasquel isJaime Cortés Rocha has been a member of our board of directors since June 2010. He is a partner at the law firm of Cortés, Núñez Sarrapy. Mr. Cortés joined the firm in 2007. He was previously a partner at Mijares, Angoitia, Cortés y Fuentes, which he joined in 1995. Mr. Cortés served as General Counsel at Grupo Financiero GBM Atlántico beginning in 1992, and as Partner at Santamarina y Steta beginning in 1975. Mr. Cortés has been since 2007.a wide range of professional experience in commercial and financial law, including significant international arbitration and cross-border transactional experience. Mr. Pasquel currently serves asCortés received his law degree from Universidad Nacional Autónoma de México in 1969, his L.LM from the adjunct director generalUniversity of Servicios Administrativos DINE, S.A.Mississippi in 1970, and his M.B.A. from the Instituto Tecnológico de C.V.,Monterrey in 1982. Mr. Cortés has lectured on commercial and financial law in several universities and is also widely published in these subject areas.

Carlos Eduardo Bravo Almenar.Mr. Carlos Eduardo Bravo Almenar was named to our board of directors during the real estate development subsidiary of Grupo DESC.

Previously, he was the ChairmanApril 27, 2011 General Shareholders’ Meeting. He is a private investor and CEO of Aeroméxico. He becamestrategic advisor to both startups and established corporations. Mr. Bravo is the CEO of AeroméxicoKarlhaus LLC, an investment vehicle with activities in 1993real estate brokerage and heldbusiness acquisitions. He currently serves on the position for more than 10 years. Between 1995Boards of Embry Riddle Aeronautical University, EagleNet Ventures, Otto Aviation and 1997 heKarlhaus. He also serves on the Executive Advisory Boards of the Embry Riddle Aeronautical Research Park and the Daytona Beach International Airport Partnership. Mr. Bravo previously served as presidentExecutive Officer at USinternetworking Inc., having led the merger that built that company.

Eduardo J. Gallastegui Armella. Mr. Eduardo Gallastegui has been a member of Mexico’s Air Transportation Chamber of Commerce. He has also served as president of Aeromexpress, Aeroméxico Connect and SEAT, as well as serving on theour board of directors since he was appointed by Grupo México, S.A.B. de C.V. in July 2010. In 1985, he became a founding partner of the International Air Transport Association (IATA). He beganlaw firm Gallastegui y Lozano, S.C. In 1998, his careerlaw firm formed a partnership with Holland & Knight, LLP, an international law firm headquartered in the banking field, beginningUnited States. Prior to founding his own law firm, he was previously a partner at Vazquez Pando, Celis Azuela y Asociados from 1982 to 1985. Previously Mr. Gallastegui was an attorney with Noriega y Escobedo, S.C. and Gillette de México, S.A. de C.V. Mr. Gallastegui has a wide range of professional experience advising Mexican and foreign companies on matters of corporate governance, commercial and financial law, mergers and acquisitions, arbitration, telecommunications, antitrust, pharmaceuticals and foreign investments in 1969 at Banco Comercial Mexicano and holding positions of increasing seniority there andMexico. Mr. Gallastegui received his law degree in other Mexican banks untilNovember 1978 from the mid 1980s.Universidad Iberoamericana in Mexico City.

Executive Officers

Pursuant to our bylaws, the directors appointed by the holders of Series BB shares are entitled to appoint and remove our top-level executive officers.

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The following table lists our top-level executive officers, their current positions and their dates of appointment as executive officers:

 

Name

  

Current position

  

Executive


officer since

  

Age

Jorge Manuel Sales MartínezFernando Bosque Mohíno  Chief Executive Officer  JulyJanuary 1, 20072011  

61

57
Rodrigo Guzmán Perera  Chief Financial Officer  August 1, 2001  3639
Sergio Enrique Flores Ochoa  General Counsel  February 8, 2002  55
Carlos Criado Alonso58  Director of Commercial ActivitiesApril 21, 200550
Miguel Aliaga Gargollo  Investor Relations and Public Relations Officer  May 8, 2006  3841
Jorge LuísLuis Valdespino Rivera  Director of Human Resources and Quality Control  August 21, 2006  44
Manuel Sansón Suárez47  Director of Technical OperationsApril 9, 200744
Vicente Emilio Alonso Diego  Director of Project Development  April 24, 2007  4447
Raúl Revuelta MusalemDirector of Commercial ActivitiesSeptember 1, 200934
José Ignacio Ascacíbar MartínezDirector of Technical OperationsApril 1, 201047

Jorge Manuel Sales Martínez.Fernando Bosque Mohíno.Mr. Sales is currentlyBosque was named Chief Executive Officer of the Company effective January 1, 2011. Fernando Bosque is a graduate in Economics and is also DirectorBusiness from the Universidad Autónoma de Madrid and has over 34 years of experience in the airport sector. He began his career in 1976 the Federal Aviation and Transportation Department in Spain. Recently, he served as the CEO of MBJ Airports for Abertis Airports (a subsidiary of ACS Group).Limited, in Montego Bay, Jamaica, appointed by Abertis. He has worked forextensive knowledge of the Dragados Group (now ACS Group) for 35 years in management duringairport industry having previously been the last 15 yearsChief Financial Officer of AENA Internacional, one of GAP’s strategic partners. He served as CEO, Managing Directora member of ASUR’s Board, working as Ferrovial’s concession director, and President of different subsidiaries within the Group, including broad international experience in South America, the Caribbean and Middle East and East Asia, having lived in the Philippines, Chile, Ecuador, Jamaica and Mexico for a total of 11 years. Jorgeconsequently has a bachelor’s degree in civil engineering fromstrong understanding of the Madrid Polytechnic University.privatization structure of Mexican Airports.

Rodrigo Guzmán Perera. Mr. Guzmán was named our Chief Financial Officer in August 2001. In 1999, Mr. Guzmán represented Union FENOSA, S.A. in its participation in AMP. Previously, he was the General Comptroller and Director of Tax Planning of Union FENOSA México, the Chief Financial Officer of Ibertec México, S.A. de C.V. (controlled by Union FENOSA) and the Chief Financial Officer of Ibersis México, S.A. de C.V. (controlled by Union FENOSA). Mr. Guzmán also served as Chief Financial Officer of Inversora del Noroeste, S.A. de C.V. and Fuerza y Energía de Hermosillo, S.A. de C.V. in 1998 and 1999. Mr. Guzmán received a degree in business from the Instituto Tecnológico Autónomo de México (ITAM).

Sergio Enrique Flores Ochoa. Mr. Flores was named our General Counsel in February 2002. Previously, he was the Manager of legal matters for the Mexican Airport and Auxiliary Services Agency and the Assistant District Attorney for the Federal District of

Mexico. In addition, he was head of the legal department of INFONAVIT and Manager of legal matters for NAFIN. Mr. Flores received a degree in law as well as a master’s degree from the Universidad Nacional Autónoma de México (UNAM).

Carlos Criado Alonso. Mr. Criado was named our Director of Commercial Activities in April 2005. Previously, he was Head of International Relations and Airport Marketing at Aeropuertos Españoles (AENA) and served in various capacities at OAAN and the Center of Airport Operations at the Madrid Barajas Airport. He is a member of several committees of the International Airport Counsel (Europe). Mr. Criado has more than ten years of experience in the airport industry and has participated as a presenter in various forums in international airport organizations. Mr. Criado received a bachelor’s degree in English from the Universidad Complutense de Madrid.

Miguel Aliaga Gargollo. Mr. Aliaga Gargollo was named our Director of Investor Relations in May 2006. He also serves as the Director of Public Relations. He has 12 years of experience in corporate finance and investor relations. Previously he served in various capacities at Grupo Financiero del Sureste, S.A. de C.V., including in the position of Risk Management Director. He also worked as the Investor Relations Officer at Industrias Bachoco.Bachoco, S.A.B. de C.V. Finally, he was formerly responsible for collections and portfolio development at Grupo Costamex.Costamex, S.A. de C.V. Mr. Aliaga holds a degree in industrial engineering from the Universidad Nuevo Mundo in Mexico City and has an MBA degree from the Instituto de Empresa in Madrid, Spain.

Jorge LuísLuis Valdespino Rivera. Mr. Valdespino was named our Director of Human Resources and Quality Control in August 2006. He has 13 years of experience as a human resources executive. He worked in the pharmaceutical industry at Searle de México S.A. de C.V. as Human Resources Manager,

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and in the automotive industry at Valeo Group as Human Resources Director, and at Hella de México S.A. de C.V. as Human Resources Corporate Director. Mr. Valdespino received a degree an undergraduate degree in business administration and a postgraduate degree in human resources from the Universidad Tecnológica de México.

Manuel Sansón Suárez. Mr. Sansón Suárez was named our Director of Technical Operations in 2007. He began work at Aeropuertos Españoles y Navegación Aérea in 1990 and developed his career in airport operations within said firm before joining us as our security manager, a position he held until he was promoted to his current position. He has worked at the Tenerife Sur airport, where he served as Director of Services and Chief of Operations, at Tenerife Norte as Director of Operations; and at Cayo Coco Airport (Cuba) as the Airport Manager.

Vicente Emilio Alonso Diego. Mr. Alonso is the Project Development Director. He has also served as the Chief Executive Officer of AMP since 2002. Mr. Alonso has been Directorserved on our board of GAP Boarddirectors and as a member of the Acquisition Committee from 2002-2006. Currently, he continues actingto serve as a member of the Operating Committee. He joined AENA in 1992 and has played a key role in the development of thetheir Financial Area and Business Strategy Areas, holding different positions inwithin the Airport, Air Traffic, and Corporative Units, andCorporate Units. In his various functions he has contributed to the expansion of AENA as an international airport group. Prior to joining Aena,AENA, Mr. Alonso also worked for 4 years as a transport and IT consultant at Arthur Andersen Consulting (Accenture). Mr. Alonso has a degree on Economics from the Universidad Complutense of Madrid, MasterMasters in Business Administration from the Escuela de Organización Industrial (Madrid), and several top management programs from IESE (Universidad de Navarra).

Raul Revuelta Musalem. Mr. Revuelta was named our Director of Commercial Activities in September 2009. He has broad experience in the federal concessions industry. Mr. Revuelta joined the Company in January 2006 as the Aeronautical Revenue and Airport Marketing Manager. Prior to that, he served as the Head of Finance at the Ministry of Communications and Transportation’s Privatization Unit (UACE) for six years. Mr. Revuelta holds a Bachelor’s Degree in Economics from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM).

José Ignacio Ascacíbar Martínez. Mr. Ascacíbar was named our Chief Technical Officer in April 2010. Mr. Ascacíbar holds a degree in Aeronautical Engineering from the Universidad Politécnica de Madrid, as well as an MBA from the Instituto de Empresa in Madrid, a Certificate in Business Development from IESE in Madrid, a Masters in Airport Operations from ETSIA in Madrid and a Certificate in European Studies from C.I.F.E. in Madrid. In 1989, Mr. Ascacíbar began his career at Iberia, Líneas Aéreas de España, S.A., where he was Manager of Flight Programs. In 1995, Mr. Ascacíbar was the Director of Information Systems at Aeropuertos Españoles de AENA, in addition to being a member of Aeropuertos Españoles’ Executive Committee.

The business address of our directors and executive officers is our principal executive headquarters.

Compensation of Directors and Executives

For 2007,2010, the aggregate compensation earned by our directors, alternate directors and executive officers was approximately Ps. 18.824.1 million, including compensation paid to the directors, alternate directors and executive officers of our operating subsidiaries (23people(23 people in total). We have not established any pension, retirement or similar benefits or arrangements for these individuals.

None of our directors, alternate directors or executive officers is the beneficial owner of more than 1% of any class of our capital stock.

None of our directors ofor executive officers areis entitled to benefits upon termination under their service contracts with us, except for what is due to them according to the Mexican Federal Labor Law.

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Board Committees

Our bylaws provide for four committees to assist the board of directors with the management of our business: an Operating Committee, an Audit and Corporate Practices Committee, an Acquisitions Committee and a Nominations and Compensation Committee. The Audit Committee, to which our bylaws have granted as is permitted, the duties provided for in the Securities Market Law for Mexican corporate practices committees, is the only legally required committee. The other committees have been constitutedestablished to assist the board of directors. The board of directors may constituteestablish further committees from time to time.

Operating Committee

The Operating Committee, which, pursuant to our bylaws, should have six members and three alternates, is responsible for, among other matters, proposing and approving certain plans and policies relating to our business, investments and administration, including approval of the Master Development Programsmaster development programs of our subsidiary concession holders, our dividend policy and investments of less than U.S.$ 3.0 million that are not provided for in our annual budget. Pursuant to our bylaws, the board of directors is authorized to appoint the six members of the Operating Committee. Board members elected by the holders of Series BB shares have the right to appoint three of the committee members. Jorge Sales,Prior to April 27, 2011, the chief executive officer presides over the committeeOperating Committee was formed by Fernando Bosque Mohíno and his alternate Carlos del Río Carcaño, Rodrigo Marabini Ruíz and his alternate Vicente Emilio Alonso Diego, Laura Diez Barroso Azcárraga and her alternate Eduardo Sánchez-Navarro Redo, Carlos Porrón Suárez Christian Checa Levien and Angel Lerma Gaude. Since April 27, 2011, the proprietary members of the Operating Committee are Fernando Bosque Mohino areMohíno, the other five proprietary members withchief executive officer who presides over the committee, Rodrigo Marabini Ruíz, Laura Diez Barroso Azcárraga, Rodrigo Guzmán Perera, the chief financial officer, Raúl Revuelta Musalem, director of commercial activities and José Ignacio Ascacíbar Martínez, director of Technical Operations. Carlos del Río Carcaño, Vicente Emilio Alonso Diego and Eduardo Sánchez-Navarro Redo serve as alternates for Fernando Bosque Mohíno, Rodrigo Marabini Ruíz and Laura Diez Barroso Azcárraga, as alternate members for Jorge Sales, Rodrigo Marabini and Eduardo Sanchez Navarro, respectively.

Audit and Corporate Practices Committee

The Audit and Corporate Practices Committee, which must have a minimum of three members, the majority of whom must be members of our board of directors, is responsible, among other things, for (i) monitoring the compliance of our directors, officers and employees (and those of our subsidiaries) with our (and their) bylaws (estatutos sociales)(estatutos sociales) and applicable law, (ii) naming, and supervising the work of, our independent auditors and (iii) receiving and investigating internal complaints or other information concerning our systems of internal control and other such matters. This committeeThe Audit and Corporate Practices Committee is also responsible for reviewing our corporate governance and all related-party transactions (according to the requirements of our bylaws and the Mexican Market Law), including transactions with AMP. The committee also names a special delegate, whose responsibility it is to ensure AMP’s compliance with the technical assistance agreement. The members of the board of directors elected by the holders of Series BB shares are entitled to propose the appointment to the Audit and Corporate Practices Committee of the number of members representing 20% of the committee’s total members, or at least one member who must also fulfill applicable independence requirements. The president of this committee is elected at the annual stockholders’shareholders’ meeting. The composition of the Audit and Corporate Practices Committee must at all times be compliant with all applicable laws and regulations, including independence requirements, infor every jurisdiction wherein which our securities are listed or quoted. The currentPrior to April 27, 2011, the Audit and Corporate Practices Committee was formed by José Manuel Rincón Gallardo Purón, Ernesto Vega Velasco and Francisco Javier Fernández Carbajal. Since April 27, 2011, the members of the Audit and Corporate Practices Committee are José Manuel Rincón Gallardo Purón, Francisco Javier Fernández Carvajal and Ernesto Vega Velasco.Velasco and Carlos Eduardo Bravo Almenar. A secretary has also been appointed, who is not a member of the committee.

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Acquisitions Committee

The Acquisitions Committee is responsible for ensuring compliance with our procurement policies set forth in our bylaws. The committee is formed by two members and one alternate. Among other things, these policies require that the Acquisitions Committee approve any transaction or series of related transactions between us and a third party involving consideration in excess of U.S.$ 400,000 and that any contract between us, on the one hand, and AMP or any of its related persons,parties, on the other hand, be awarded pursuant to a bidding process, which, in the case of AMP, must involve at least three other bidders. Our bylaws provide that a stockholders’shareholders’ meeting will determine the number of members of the Acquisitions Committee, which must be composed primarily of members of the board of directors. The members of the board of directors elected by the holders of Series BB shares are entitled to appoint to the committee the number of members representing 20% of its total members. ThePrior to April 27, 2011, the Acquisitions Committee was formed by Rodrigo Marabini Ruíz and Jaime Cortés Rocha. Carlos del Río Carcaño served as an alternate for Rodrigo Marabini Ruíz. Since April 27, 2011, the members of the Acquisitions Committee are Carlos Deldel Río Carcaño Alfonso Pasquel Bárcenas and Eduardo Sánchez Navarro Redo whoJaime Cortés Rocha. Jorge Sepúlveda García has been elected to serve as an alternate member to Carlos del Río Carcaño beginning April 28, 2008.o. A secretary has also been appointed who is not a member of the committee. In the case of a proposed transaction between us and AMP or any related party, we are required to invite, pursuant to the bylaws, at least three contractors to bid on the transaction and, in the case that a third-party contractor’s bid is equal to or less than AMP’s bid, the transaction is awarded to the third-party contractor.

Nominations and Compensation Committee

The Nominations and Compensation Committee is responsible for nominating candidates for election to our board of directors and making recommendations regarding the

compensation of our directors and officers. The committee also serves in a corporate governance role within its subject-matter ambit. Our bylaws provide that a stockholders’shareholders’ meeting will determine the number of members of the committee. The holders of the Series B and Series BB shares, each acting as a class, are each entitled to name one member of the Nominations and Compensation Committee. The remaining members of the committee, if any, are to be designated by the two members who were selected by the Series B and Series BB stockholders.shareholders. If these two members are unable to reach agreement, the remaining members of the committee will be designated by the majority of the votes in the stockholders’shareholders’ meeting, provided that, in such case, holders of the Series BB Shares will be entitled to appoint 20% of the members. Members of the committee each haveserve for a term of one year. At each annual stockholders’shareholders’ meeting, the Nominations and Compensation Committee is required to present a list of candidates for election as directors for the vote of the Series B stockholders. Theshareholders. Prior to April 27, 2011, the Nominations and Compensation Committee was formed by Demetrio Ullastres Llorente and Francisco Glennie y Graue. Since April 27, 2011, the members of the Nominations and Compensation Committee are Laura Diez Barroso AzcárragaJorge Sepúlveda García and Francisco Glennie y Graue. Rodrigo Marabini Ruíz serveshas been elected to serve as an alternate member to Laura Diez Barroso Azcárraga.Jorge Sepúlveda García.

NYSE Corporate Governance Comparison

Pursuant to Section 303A.11 of the Listed Company Manual of the New York Stock Exchange, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for listed U.S. companies under Section 303A of such manual. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Securities Market Law and the regulations issued by the Mexican Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). We also generally comply on a voluntary basis with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas), which was created in January 2001 by a group of Mexican business leaders and was endorsed by the Mexican Banking and Securities Commission. On an annual basis, we file a report with the Mexican Banking and Securities Commission and the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.

On December 30, 2005, the new Securities Market Law was published in the Mexican Federal Gazette, and it became effective on June 28, 2006.

The table below discloses the significant differences between our corporate governance practices and the NYSE standards.

 

NYSE Standards for Domestic Listed Companies1

Our Corporate Governance Practices

Director Independence.
§303A.01 specifies that listed companies must have a majority of independent directors.Pursuant to the Securities Market Law and Article 15 of our bylaws, at least 25% of the members of our board of

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1

References to sections are references to sections of the New York Stock Exchange Listed Company Manual. Pursuant to Section 303A.00 thereof, foreign private issuers, such as us, are exempt from the corporate governance standards of the exchange, with certain exceptions.

NYSE Standards for Domestic Listed Companies1

Our Corporate Governance Practices

To qualify as independent, a director must satisfy the criteria set forth in §303A.02. In particular, a director is not independent if such director is:

(i) a person who the board determines has a material direct or indirect relationship with the company, its parent or a consolidated subsidiary;

(ii) an employee, or an immediate family member of an executive officer, of the company, its parent or a consolidated subsidiary, other than employment as interim chairman or CEO;

(iii) a person who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services only (and other than compensation for service as interim chairman or CEO or received by an immediate family member for service as a non-executive employee);

(iv) a person who is affiliated with or employed, or whose immediate family member is affiliated with or employed in a professional capacity, by a present or former internal or external auditor of the company, its parent or a consolidated subsidiary;

(v) an executive officer, or an immediate family member of an executive officer, of another company whose compensation committee’s membership includes an executive officer of the listed company, its parent or a consolidated subsidiary; or

(vi) an executive officer or employee of a company, or an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (charities are not included, but any such payments must be disclosed in the company’s proxy (or, if no proxy is prepared, its Form 10-K / annual report)).

directors must be independent. Determinations regarding independence must be made by our stockholders applying the provisions of the Securities Market Law and our bylaws (which incorporate Section 10A-3 of the Exchange Act).

The determination of independence under the Securities Market Law differs in certain respect from the provisions of §303A.02. Under Article 26 of the Securities Market Law, a director is not independent if such director is:

(i) an employee or officer of the company or of another company that is a member of the same corporate group (consorcio o grupo empresarial) as the company (or a person who has been so within the prior year);

(ii) a person that, without being an employee or officer of the company, has influence or authority over the company or its officers, or over another company that is a member of the same corporate group as the company;

(iii) an important client, supplier, debtor or creditor (or a partner, director or employee thereof). (A client or supplier is considered important if its sales to or purchases from the company represent more than 10% of its total sales or purchases within the prior year. A debtor or creditor is considered important if the aggregate amount of the relevant loan represents more than 15% of its or the company’s aggregate assets;

(iv) a stockholder that is a part of the control group of the company; or

(v) a family member, spouse or concubine of any of the persons mentioned in (i) through (iv) above.

Currently, our board of directors consists of 10 directors. Six of such directors have been qualified as independent by our stockholders in accordance with the Securities Market Law and our bylaws.

NYSE Standards for Domestic Listed Companies1

Our Corporate Governance Practices

Executive Sessions.

§303A.03 specifies that the non-management directors of each listed company must meet at regularly scheduled executive sessions without management.

Mexican law, our bylaws and the Mexican Code of Best Corporate Practices, which we adhere to, do not provide for non-management executive sessions. None of our managers are members of either our board of directors or our other committees, except that our chief executive officer is the chairman of our Operating Committee, as provided for in Article 27 of our bylaws.
Committees for Director Nominations and Compensation and for Corporate Governance.

§303A.04(a) specifies that listed companies must have a nominating/corporate governance committee composed entirely of independent directors.

§303A.05(a) specifies that listed companies must have a compensation committee composed entirely of independent directors.

We have a “Nominations and Compensation Committee.” We also have an Audit Committee, which, pursuant to Article 31 of our bylaws, has been assigned certain corporate governance (prácticas societarias) oversight obligations mandated by the Securities Market Law.

Under Mexican corporate law, a corporation’s “board committees,” except for audit and corporate governance committees, need not be composed only of members of the corporation’s board of directors. Article 28 of our bylaws provides that at least a majority of the members of our Nominations and Compensation Committee must be members of our board of directors. No express independence requirements apply to this committee. Currently, the committee consists of 2 members, both of whom are members of our board of directors, and one of whom is independent as defined under the Securities Market Law and Section 10A-3 of the Exchange Act.

See below for a description of the composition of our Audit Committee.

Audit Committee.

§303A.06 specifies that listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.

§303A.07 specifies other requirements for audit committees.

Foreign private issuers, such as us, are subject to §303A.06 and thus must comply with Rule 10A-3. We are in compliance with Rule 10A-3 and, as such, our Audit Committee consists entirely of members of our board of directors who meet the independence requirements prescribed in that rule. (The Securities Market Law likewise contains a requirement that our Audit Committee be entirely independent.)

We are not subject to §303A.07. As such, our Audit Committee charter (contained in Article 32 of our bylaws) does not make provision for every one of the specific duties required by §303A.07.

NYSE Standards for Domestic Listed Companies1

Our Corporate Governance Practices

Corporate Governance Guidelines.
§303A.09 specifies that listed companies must adopt and disclose corporate governance guidelines.Mexican law does not require us to disclose corporate governance guidelines and we have not done so. However, pursuant to the Securities Market Law, we have adopted board guidelines covering corporate governance matters such as the use of corporate assets, certain transactions with related parties (including loans to officers), repurchases of shares, communications with stockholders, managers and directors, and other matters. In addition, we have adopted a corporate code of ethics, which is available on our corporate Internet site.


Employees

The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each year indicated.

Employees

 

  December 31,  December 31, 
  2005    2006    2007 (2)  2008   2009   2010(2) 

Categories of activity:

                

Airport operations

  749    757    754   690     727     779  

Airport maintenance

  141    145    149   141     138     138  

Administration(1)

  182    174    183   162     172     169  

Geographic location:

                

Guadalajara

  227    230    226   205     241     245  

Tijuana

  118    116    116   127     127     127  

Puerto Vallarta

  107    112    115   97     107     107  

Los Cabos

  81    82    84   75     82     90  

Hermosillo

  72    72    73   57     59     67  

Guanajuato

  79    79    78   64     61     68  

La Paz

   43     42     47  

Morelia

  63    63    63   57     51     56  

La Paz

  48    49    49

Mexicali

   45     44     46  

Aguascalientes

  52    52    55   46     47     51  

Mexicali

  47    47    48

Los Mochis

  40    39    39   40     38     42  

Manzanillo

  38    38    37   32     33     36  
                         

Total(1)

  1,072    1,076    1,086   993     1,037     1,086  
                         

 

(1)AtTotals at December 31, 2005, 20062008, 2009 and 2007,2010 includes 100, 97105, 105 and 103 people employed by104 employees, respectively, of Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., our administrative services subsidiary.subsidiary located in Guadalajara.
(2)At May 31, 2008April 30, 2011 CORSA employed 567520 people, SIAP employed 518462 people and PCPPuerta Cero Parking, S.A. de C.V. employed 22103 people.

As of December 31, 2010, there were 548 non-unionized employees working for the Company. The remaining 538 employees were unionized. All of our unionized employees are members of local chapters of the Mexican National Union of Airport Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services Agency as well as of the three other airport groups (the Southeast Group, the Mexico City Group and the Central-North Group) operating in Mexico. Labor relations with our employees are governed by 12 separate collective bargaining agreements, each relating to one of our 12 airport subsidiaries, and negotiated by the local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. We will next renegotiateIn 2009, we successfully renegotiated our collective bargaining agreements withagreement, thereby securing a favorable and productive work environment for our unionized employees in 2007.for 2010 and 2011. We believe that our relations with our employees are good. We believegood, and the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico. During 2011, we will renegotiate the collective bargaining agreement.

We maintainoffer a savings plan available to all of our employees pursuant to which our employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw the funds infrom their accounts on an annual basis. In 20062008, 2009 and 2007,2010, we made a total of Ps. 14.114.3 million, Ps. 13.5 million and Ps. 13.814.0 million, respectively, in payments to employees’ accounts pursuant to the savings plan.

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Funds in the savings plan may be used to make loans to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Mexican Treasury Department.

 

Item 7.Major Shareholders and Related Party Transactions

MAJOR STOCKHOLDERSSHAREHOLDERS

Prior to our initial public offering in 2006, the Mexican government owned 476,850,000 Series B shares, representing 85% of our issued and outstanding capital stock. After the offering, the Mexican government ceased to be a stockholder.shareholder.

The following table sets forth information with respect to beneficial ownership of our capital stock as of December 31, 2007.April 30, 2011.

 

   Number of Shares  Percentage of total
share capital
 

Identity of stockholder

  B Shares  BB Shares  B Shares  BB Shares 

AMP

  —    84,150,000  —    15.0%

Atticus Capital LP(1)

  43,333,370  —    7.7% —  ��

Jana Partners LLC (2)

  29,573,000  —    5.3% —   

Glenview Capital Management, LLC (3)

  24,982,000  —    4.5% —   

John A. Griffin / Blue Ridge Limited Partnership / Blue Ridge Offshore Master Limited Partnership (4)

  23,243,000  —    4.1% —   

Public

  355,718,630  —    63.4% —   
   Number of Shares   Percentage of total
share capital(6)
 

Identity of shareholder

  B Shares   BB Shares   B Shares  BB Shares 

AMP

   —       84,150,000     —      15.0

Grupo México S.A.B. de C.V.(1)

   112,200,000     —       20.00  —    

Mondrian Investment Partners, LTD](2)

   27,104,300     —       4.83  —    

Weston Hill Equity Holdings LP(3)

   25,676,290     —       4.58  —    

Findlay Park Partners LLP(4)

   19,568,380     —       3.49  —    

Eton Park Capital Management LLP(5)

   17,680,000     —       3.15  —    

Public

   274,621,030     —       48.95  —    

 

(1)Based on amended Schedule 13Gthe Form 13D filed February 14, 2007on April 8, 2011 by Grupo México, S.A.B. de C.V.
(2)Based on amended Schedule 13Gthe Form 13D filed February 13, 2007on December 31, 2010 and reported by Mondrian Investment Partners Limited
(3)Based on Schedule 13Gthe Form 13D filed April 27, 2007on October 18, 2010 and reported by Weston Hill Equity Holdings, LP
(4)Based on amended Schedule 13Gthe Form 13F filed June 20, 2007on February 11, 2011 by Findlay Park Partners LLP

(5)Based on the Form 13F filed on February 14, 2011 by Eton Park Capital Management, L.P.
(6)Based on reports of beneficial ownership filed with the SEC, (i) Morgan Stanley Investment Management Inc. (U.S.) beneficially owned less than 5% of our Series B shares as of March 31, 2011, compared to 8.5% as of April 30, 2009, (ii) Atticus Capital Partners, beneficially owned less than 5% of our Series B shares as of May 31, 2011, compared to 7.7% as of February 14, 2007, (iii) Jana Partners LLC beneficially owned less than 5% of our Series B shares as of May 31, 2011 compared to 5.3% as of February 13, 2007, (iv) Fidelity Management & Research Company beneficially owned less than 5% of our Series B shares as of May 31, 2011 compared to 5.1% as of May 31, 2010, and (v) Fidelity Management & Research (UK), Inc beneficially owned less than 5% of our Series B shares as of May 31, 2011 compared to 5.1% as of May 31, 2010.

AMP holds all of our Series BB shares.shares, representing 15% of our total share capital. Special rights and restrictions attachattached to our Series BB shares asare described under “ItemItem 4, Information on the Company—Company – History and Development of the Company” and “Item,“Item 10, Additional Information—Corporate Governance.Information – Voting Rights and Shareholders’ Meetings. As of June 3, 2008,April 30, 2011, approximately 81.5%27.5% of our Series B shares were held in the form of ADSs. 49.2% of the holders of our ADSs (53 holders, including The Depository Trust Company) had registered addresses in the United States.

Announcement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer

On June 13, 2011, Grupo Mexico, which currently owns approximately 20.0% of our total outstanding capital stock, issued a press release announcing that it intends to acquire an additional 30% or more of our total outstanding capital stock at a purchase price of no more than Ps. 50 per share. In the announcement, Grupo Mexico said that under the Mexican Securities Law, a tender offer must be made for the purchase of 100% of our total outstanding capital stock.

Grupo Mexico indicated that the tender offer will be subject to: a) receiving all necessary government approvals, including those from the CNBV and the Federal Competition Commission; b) our refraining from re-introducing shares held in our treasury to the market under our share repurchase program; and c) there being no adverse material changes that would significantly affect our value.

Grupo Mexico has expressed its intention, once the tender offer is completed, to continue the current agreements between us and AMP, our strategic shareholder, regarding the operation of our airports. Additionally, Grupo Mexico stated that if it does not hold at least 51% of our capital stock upon the conclusion of the tender offer, it will analyze whether to continue its purchase program or divest its holdings of our capital stock.

Articles X and XII of our bylaws; however, (i) limit the ability of shareholders, individually or in conjunction with related parties, other than AMP, to hold more than 10% of our Series B shares, and if that were to occur, they are obligated to conduct a public offer of any excess shares; and (ii) limit voting rights of our Series B shareholders, individually or in conjunction with related parties, to 10%, other than AMP.

We cannot predict whether or not Grupo Mexico will conduct the tender offer or whether the tender offer, if conducted, will be successful.

AMP Trust, Bylaws and Stockholders’Shareholders’ Agreement

The rules governing the sale of our Series BB shares to AMP required that AMP place all of its Series BB shares in trust in order to guarantee AMP’s performance of its obligations under the technical assistance agreement and AMP’s commitment to maintain its interest in us for a specified period. Accordingly, AMP has placed its shares in trust with Bancomext. This trust provides that AMP may instruct Bancomext with respect to the voting of the shares held in trust that represent up to 10% of our capital stock; the remaining 5% is required to be voted in the same manner as the majority of all shares voted at the relevant stockholders’shareholders’ meeting. Under our bylaws and the trust, AMP could not sell any of its Series BB shares before August 25, 2004. Since the end of this no-sale period, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in

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any year up to 20% of its remaining 51% ownership interest in us represented by Series BB shares. The terms of the trust will be extended for an additional 15 years if, at the end of the initial 15 year15-year term, AMP holds shares representing more than 10% of our capital stock. AMP may terminate the trust before the second 15-year term begins if: (i) AMP holds less than 10% of our capital stock at the end of the initial term; and (ii) the technical services agreement has been terminated. AMP is required to deposit in the trust any additional shares of our capital stock that it acquires.

AMP’s stockholdersshareholders have entered into a stockholders’shareholders’ agreement that provides that their right to appoint certain of our executive officers is to be allocated as follows: Controladora Mexicana will have the right to appoint our chief executive officer, AENA will have the right to appoint our director of technical operations, and the appointment of AMP’s representatives to our board of directors and board committees, as well as our chief executive officer, chief financial officer, director of investor relations, general counsel, director of human resources, director of commercial activities, and the secretary of our board of directors will be determined by a simple majority vote of AMP’s stockholders. All other officers, directors or committee members to be appointed by AMP, and most other matters relating to AMP’s participation in us, must be agreed upon by holders of at least 60% in aggregate of the equity of AMP.

Under the terms of the participation agreement and the trust agreement, AMP’s key partners are required to maintain their current 25.5% ownership interest in AMP until August 25, 2014. To the extent that a key partner acquires shares of AMP in excess of its current 25.5% interest, this additional interest may be sold without restriction. There can be no assurance that the terms of the participation agreement or the trust would not be amended to reduce or eliminate these ownership commitments. If AMP or any of its stockholdersshareholders defaults on any obligation contained in the trust agreement, or if AMP defaults on any obligation contained in the participation agreement or the technical assistance agreement, after specified notice and cure provisions, the trust agreement provides that the trustee may sell 5% of the shares held in the trust and pay the proceeds of such sale to us as liquidated damages.

Shareholder Dispute

At our annual General Ordinary and Extraordinary Shareholders’ Meetings held on April 27, 2010, our shareholders were asked to approve certain items, among them our financial statements, our dividend payments, a reduction in capital, and a modification of our bylaws that this capital reduction would have required. Some of our shareholders alleged that these measures were not validly approved for lack of quorum because AMP’s voting rights had allegedly been suspended by a temporary injunction issued by a civil court in Mexico City. Because it was unclear which items had been validly approved, on May 7, 2010, our Audit Committee called new General Ordinary and Extraordinary Shareholders’ Meetings, which were held on June 2, 2010, to resolve this uncertainty. We also voluntarily submitted these matters for consideration to a commercial law judge, who later dismissed our petition when he determined that the question had become moot as a result of the June 2, 2010 shareholders’ meetings.

CMA, holder of 33% of the shares of AMP, however, questioned the validity of a June 2, 2010 meeting of our board of directors and a determination by the Nominations and Compensation Committee that the term of the previous independent directors and Chairman had expired. As a result of the appointment of a new chairman and independent directors during a June 2, 2010 meeting in which only board members representing the BB shares participated, the dispute among AMP’s shareholders escalated and eventually led to the suspension of trading of our shares on the Mexican Stock Exchange and NYSE from June 2, 2010 until June 14, 2010. The Company held further meetings on June 17, July 22-25 and September 1-4, during which the composition of the board of directors was clarified and during which other matters such as the payment of dividends were addressed. The dispute among AMP’s shareholders, however, has continued to affect our shareholders’ meetings as certain of AMP’s shareholders argue that the board of directors is improperly constituted and consequently that the meetings are invalid. Additionally, AMP’s shareholders have commenced litigation among each other (to which in some cases we are joined as a third party) and against the Company in an effort to challenge the composition of the board of directors and the decisions made by the board of directors and during the allegedly invalid shareholders’ meetings.

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Despite allegations by certain shareholders, under Mexican law, which governs in this case, all corporate actions are presumed to be legal and valid unless challenged through the appropriate channels and held to be invalid by a judge. Additionally, unless declared null and void by a judge, all consequences of such corporate actions are also presumed to be legal and valid under Mexican Corporate law. Consequently, we believe that our board of directors and board committees, including the Audit Committee, are duly organized. In addition, our officers, including our Chief Executive Officer, Chief Financial Officer, General Counsel, and the remaining members of our management team, are continuing with their normal responsibilities and our business continues to operate without material interference from the proceedings and disputes among certain of our shareholders.

For more information on the current composition of the board and board committees see Item 6 herein.

RELATED PARTY TRANSACTIONS

Arrangements with AMP and its Affiliates

The rules for the sale of the Series BB shares required AMP, us and the Ministry of Communications and Transportation to enter into a participation agreement, which established the framework for the technical assistance agreement and the Banco Nacional de Comercio Exterior, S.N.C., or Bancomext, trust agreement.

Pursuant to the technical assistance agreement and the participation agreement, AMP and its stockholdersshareholders agreed to provide management and consulting services and transfer to us technical assistance and technical and industry expertise related to the operation of airports. The agreements have initial terms of approximately 15 years, expiring on August 25, 2014. The technical assistance agreement automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date. A decision by us not to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B stockholdersshareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). The agreement will only remain in effect if AMP continues to hold at least 7.65% of our capital stock.

The technical assistance fee for each of 2000 and 2001 was U.S.$ 7.0 million (adjusted annually for U.S. inflation since August 25, 2000). Subsequent to January 1, 2002, the technical assistance fee has been required to equal the greater of U.S.$ 4.0 million adjusted annually for inflation (measured by the U.S. consumer price index)Consumer Price Index) or 5% of our annual consolidated income from operations (calculated prior to deducting the technical assistance fee and depreciation and amortization and in each case determined in accordance with MFRS). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings.

The technical assistance agreement allows AMP, its stockholdersshareholders and their affiliates to render additional services to us only if our Acquisitions Committee determines that these related personsparties have submitted the most favorable bid in a bidding process. This process is described in “Item“Item 6, Directors, Senior Management and Employees—Committees.Employees – Board Committees.

In 2005, 20062008, 2009 and 2007,2010, we recognized expenses of U.S.$ 8.78.5 million, U.S.$ 9.88.6 million and U.S.$ 11.510.3 million respectively, pursuant to the technical assistance agreement plus additional expenses paid to AMP and its affiliates of approximately U.S.$ 5,750,32,836, U.S.$ 28,950459,502 and U.S.$ 4,466,16,901, respectively.

Through a competitive bidding process, in 2008 we contracted a project for the master development program for the period 2010-2014 with Aena Desarrollo Internacional, S.A. (AMP’s shareholder) for the amount of U.S.$ 0.7 million. During 2009 we paid U.S.$ 0.5 million for the project

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and the remaining balance was paid in 2010. Additionally, in 2010 the Company paid to Aena U.S.$ 0.1 million for travel expenses incurred in 2009.

 

Item 8.Financial Information

See “Item 18,Financial Statements.Statements and our consolidated financial statements beginning on page F-1. Since the date of the financial statements, no significant change has occurred.

LEGAL PROCEEDINGS

General

We are involved in certain legal proceedings from time to time that are incidental to the normal conduct of our business. In addition, the Mexican Airport and Auxiliary Services Agency is currently engaged in several legal proceedings related to our airports,business, none of which is expected to have a material adverse effect on our business.

Litigation related to the dispute among our shareholders

In connection with the shareholder dispute described above, see “Item 7,Major Shareholders and Related Party Transactions — Major Shareholders — Shareholder Dispute,” we have become party to a number of proceedings by certain of AMP’s shareholders. The cases have been brought on behalf of CMA, in some instances, while in other cases they are brought on behalf of individual plaintiffs. We have been named directly as defendants in some of these cases while in others we have been joined as a related third party. In addition, we have commenced litigation against some of the same parties. The complaints have been filed with different branches of the Mexican judicial, both civil and criminal, and administrative system and allege different causes of action derived from the disagreements surrounding our shareholders’ meetings that began on April 27, 2010. CMA and its shareholders primarily seek to nullify the actions taken at some of our general shareholders’, board of directors and Nominations and Compensation Committee meetings, primarily the April 27, 2010 General Shareholders’ Meeting, the May 27, 2010 meeting of the Nominations and Compensation Committee, the June 2, 2010 meeting of the board of directors and General Shareholders’ Meeting. These actions also generally seek to have our board of directors found as improperly constituted and to have decisions taken by our board of directors nullified. To date, we have been successful in appealing certain temporary injunctions which CMA and some of its shareholders had obtained against the Company in attempts to prevent some of our general shareholders’ meetings from proceeding. We are currently pursuing all legal and administrative avenues in defending these cases; however, the outcome of a litigation or regulatory matter is uncertain.

Suits seeking to nullify the Shareholders’ Meetings held on April 27, 2010 and on June 2, 2010

Two shareholder’s, each the owner of approximately 0.0002% of our capital stock, separately filed suits to commence mercantile proceedings seeking to nullify the shareholders’ meetings held on April 27, 2010, and on June 2, 2010. As of the date of this report the proceedings remain pending.

Infractions of the Mexican Securities Law alleged by theComisión Nacional Bancaria y de Valores

On April 25, 2011, we received a formal notice from theComisión Nacional Bancaria y de Valores (National Banking and Securities Commission or “CNBV”) in which it initiated a proceeding against us for alleged violations of Mexican disclosure statutes primarily in connection with disputes among AMP’s shareholders during 2010 (See “Item 3. Risk Factors-Risks Related to Our Controlling Shareholder- AMP controls our management, and AMP’s interests may differ from those of other shareholders” and “Item 7, Major Shareholders and Related Party Transactions — Major Shareholders”).

This notice is the first stage of the procedure to impose a fine on us. The notice states that we allegedly committed violations of the Mexican disclosure statutes. We believe that this claim is baseless and intend to defend our rights vigorously. On June 3, 2011, we exercised our right to appeal the

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determination of the CNBV and to file evidence to contest this determination. If we are not successful, we intend to appeal the finding in a competent court. We can provide no assurances as to whether we will be successful in our appeal or in any subsequent legal actions we may take. If we are not successful in our appeal to the CNBV or in any subsequent legal actions we may take, the maximum amount of the fine that could be levied against us for all alleged violations is approximately Ps. 31.1 million (approximately U.S. 2.5 million).

Ejido participantsParticipants at Tijuana Airport

A portion of the land comprising the Tijuana International Airport was expropriated by the Mexican government in 1970 pursuant to its power of eminent domain. Prior to its expropriation, the land had been held by a group of individuals through a system of communal ownership of rural land known as anejido. The formerejidoparticipants have asserted indemnity claims against the Mexican government challenging the 1970 expropriation decree. Our Tijuana airportInternational Airport subsidiary has been joined in the proceedings, but only as an interested third party. Although,During 2008, theejido received an unfavorable ruling, which it appealed, and subsequently, received a judgment in favorits favor.The current judgment calls for the restitution of 320 hectares of land, although the formerejidoparticipantsprecise area affected has yet to be assessed. Depending on which particular area is to be restituted, this could affect the airport’s perimeter and could materially disrupt the airport’s current operations,operations. We have contested this latest ruling in a second appeal, the outcome of which is currently pending. The terms of our concession require the Mexican government to provide us restitution to us for any loss of our use of the land subject to our concessions.

Although no assurance can be given, we believe that the Mexican government would be liable for any operational disruption caused by theejido and would have to restore our rights of use of the public property assigned to us under the concession if we were to lose the second appeal. Certain of the formerejidoparticipants are currently occupying portions of the real property on which we operate Tijuana International Airport that are not currentlyat present essential to the airport’s operations. Although these personspeople are not currently interfering with the airport’s operations, their presence could limit our ability to expand the airport into the areas they currently occupy. In addition, there can be no assurance that the formerejidoparticipants will not seek to disrupt the airport’s operations if their legal claims against the Mexican government are not resolved to their satisfaction. During 2007, the Ejido received an unfavorable resolution, which it appealed. As of the date of this filing, resolution to the appeal is still pending.

Deductibility of certain payments to the Mexican Airport and Auxiliary Services Agency

Pursuant to a management services agreement, our predecessor, the Mexican Airport and Auxiliary Services Agency, agreed to provide certain services to our airports for a temporary transition period in exchange for a management fee of 26.5% of the gross monthly revenues of each of our subsidiary concession holders. Pursuant to the terms of this agreement, the Mexican Airport and Auxiliary Services Agency was only to provide these services until the date on which our strategic stockholdershareholder (AMP) acquired its 15% equity interest in our capital stock on August 25, 1999. However, AMP was unable to provide these services starting on August 25, 1999 and, as a result the Mexican Airport and Auxiliary Services Agency continued to provide these services after August 25, 1999 through November 15, 1999 without an agreed management fee for this period.

An agreement with respect to the management fee owed for the period from August 25, 1999 to November 15, 1999 was not reached between us and the Mexican Airport and Auxiliary Services Agency until early in 2003. Upon reaching this agreement, we paid a total fee of Ps. 70.9 million (including value-added tax (IVA))tax) for these services. A deduction for this expense was taken in 2003.

One of the requirements under Mexican income tax law to deduct an expense in a fiscal period is that the service be rendered in the same period in which it is deducted. In light of this requirement, we requested confirmation from the Mexican Treasury Department that a

deduction for the management fee for the period from August 25, 1999 through November 15, 1999 could be claimed in 2003, since an

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agreement with respect to the amount of this fee was not reached until 2003. During 2004, the Mexican Treasury Department responded to the request rejecting the criteria for deduction in 2003 proposed by us.that we proposed. In 2004, we initiated an annulment proceeding. In 2005, we received a favorable ruling with respect to the claim relating to our Aguascalientes airport,International Airport, but received an unfavorable ruling in athe first instance on the claims with respect to the Guanajuato, Guadalajara, Tijuana, Puerto Vallarta and Los Cabos airports. Subsequently, during 2006, we received a favorable sentence in the ultimate instance at the La Paz airportInternational Airport and unfavorable sentencesrulings in the ultimate instance at the Aguascalientes, Hermosillo, Mexicali and Los Mochis airports. In April 2007, we received a favorable sentence in the ultimate instance at the Manzanillo airport, and, in June 2007, we received an unfavorable sentenceruling in the ultimate instance infor the Morelia airport.International Airport. At the Aguascalientes and Morelia airports, the unfavorable sentencesrulings were based on the merits of the claim, for which reason the Company has recognized provisions of Ps. 1,3361.7 million and Ps. 2,058,2.6 million, respectively, which include penalties and interest; the unfavorable sentences received at the Hermosillo, Mexicali and Los Mochis airports were based on deficiencies in form. With respect toIn 2009, we received favorable rulings for the Guanajuato, Guadalajara, La Paz, Puerto Vallarta, Los Cabos, Tijuana and Tijuana airports,Manzanillo airports. In May 2010, the Hermosillo International Airport received a higher court has issued a sentence requiringfavorable ruling, which dismissed the Mexican Tax Court to issue a new ruling, considering the arguments presented in respect of these airports. If we are unsuccessful in our challenge, we estimate that we would be requiredairport’s obligation to pay approximatelystatutory employee profit sharing in the amount of Ps. 20.6 million plus accrued surcharges4.3 million. However, the authority appealed this decision, and penalties. Regarding this claim, on April 8, 2008,consequently the Hermosillo airport received a fiscal resolution which requires the airport to pay PTU Ps. 4,322. However, the airport management believes there is no legal basis for this resolution, and accordingly, the Hermosillo airport filed a judicial annulment on April 15, 2008.proceeding remains pending resolution.

Proceedings before the Mexican Treasury Department regarding asset tax

On December 31, 2003, we commenced two administrative proceedings before the Mexican Treasury Department seeking (i) a reduction of the asset basis of, or the applicable rate for purposes of calculating asset tax liability on, our airport concessions, so that such base only includes 15% of the concession value and (ii) an increase of the recovery period of any asset tax paid. Both proceedings seek to reduce our effective tax rate. Based on the advice of our tax advisors, our board of directors agreed during its meeting on April 29, 2004 to commence legal proceedings if the Mexican Treasury Department rejected our position. The Mexican Treasury Department did soeventually rejected our position and we commenced such proceedings in the Mexican Federal Tax Court.InCourt.In 2005, the Mexican Tax Courttax court reached the decision to obligate the Mexican Treasury Department to accept our method of calculating the asset tax base or grant us a specific tax benefit. The Mexican Treasury Department appealed this decision in federal court.

On May 12, 2006, the federal court with jurisdiction over six of our airports declared the appeal by the Mexican Treasury Department unfounded, finding that it was correct to base the asset tax applicable with respect to the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports only on 15% of the value of the concessions at those airports as requested by us (equivalent to AMP’s pro rata interest in those concessions as a result of AMP’s 15% interest in us). As a result of this resolution, on August 29, 2006, the Mexican Treasury Department issued a notice confirming this methodology for those airports. On September 1, 2006, the federal court with jurisdiction over our remaining airports reached the same decision as that reached for the aforementioned six airports. Theairports; however, the Mexican Treasury Department has appealed that decision. Currently, wedecision and legal proceedings are awaiting the final resolution of the federal court hearing such appeal.still pending.

As a result of the federal court decision and the final notice delivered to us by the Mexican Treasury Department inwith respect ofto our Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports, in thatthe last quarter of 2006 we recorded the effect of that resolution, which resulted in an overall benefit of Ps. 208.6 million nominal pesos and was recognized in the income statement as thea reduction of the valuation allowance (see note 16.bNote 19.b of our audited consolidated financial statements). During 2007,In 2009, we received a refund of Ps. 146.419.3 million related to thethese airports, resulting in a pending balance of Ps. 62.242.9 million. At December 31, 2005, 2006 and 2007,2010, the balances in aggregate for all six airports were: (i) asset taxes of Ps. 180.0 million, Ps. 18.5 million and Ps. 27.6 million, respectively;48.3 million; and (ii) a valuation allowance of Ps. 155.523.9 million, Ps. 16.7 million and Ps. 23.3 million respectively, representing those amounts which we do not expect to recover.

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In 2007, we petitioned the Mexican Treasury Department for a refund of the remaining taxes and interest we had overpaid with respect to the airports at Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo for the period between 2002 and 2006. The Mexican Treasury Department refused to refund certain outstanding amounts that we had previously paid for five airports. Consequently, we filed a claim to recover the amounts refused by the authorities.

During 2009, the La Paz International Airport was refunded the amount it claimed, but the Manzanillo International Airport and the Morelia International Airport received an unfavorable resolution in the ultimate instance, denying their request to recover the asset taxes previously paid from the period from January to May 2003. As of December 31, 2009, the amount of Ps. 9.0 million was eliminated from our accounts receivable and instead is accounted for in the tax line of the profit and loss statement.

On January 22, 2010 the Hermosillo International Airport filed a judicial annulment against the unfavorable court resolution that denied the recovery of the asset tax from the years 2005 and 2006. The amount that remains pending is Ps. 24.4 million. As of the date of this report, a resolution is still pending.

In January 2010, the Los Mochis International Airport received a refund for the recoverable tax in the amount of Ps. 25.6 million (including penalties and interest).

In September 2010, the Aguascalientes International Airport received a refund for the recoverable tax in the amount of Ps. 1.0 million (including interest).

On May 7, 2009, the Guanajuato, Guadalajara, Los Cabos, Puerto Vallarta and Tijuana international airports received favorable resolutions in the second instance, allowing them to apply an asset tax base of only 15% of the value of the concessions, which represents the amount paid by AMP. The effect of this resolution is to force the lower court to review the case using the applicable tax laws. As of the date of this report, a resolution is still pending.

Property tax claims by certain municipalities

ClaimsWe remain subject to ongoing real estate tax claims that have been asserted against us by the municipalitiesmunicipal authorities of Mexicali, Los Mochis, Tijuana, Los CabosPuerto Vallarta and AguascalientesHermosillo for the payment of property taxes with respect to the real property on which we operate our airports in those cities,cities.

The municipalities of Puerto Vallarta and similar claims may be asserted by other municipalities where we operateHermosillo have initiated efforts to survey the area of our airports.airports there in order to determine the amount of property taxes owed. We challenged their actions through administrative proceedings, which are currently pending.

On May 19, 2010, the municipality of Tlajomulco, the municipality in which our Guadalajara airport is located, delivered a notice to the airport in which it seeks payment of property taxes. The claims innotice, however, is factually inaccurate with respect to a number of items including ownership of the Los Mochis International Airport have been dismissed. property, and as a result no further action on our part is needed at this time.

In the case of Aguascalientes, although we have received a memorandum from the Aguascalientes ministry of finance stating that the Aguascalientes International Airport is exempt from property taxes, we continue to defend the claim in order to obtain a definitive judicial resolution, which we expect will be in our favor. In the case of Los Cabos, we filed for a judicial annulment, after which, in 2006,Tijuana airport, the municipal authorities retracted theirauthority issued a second real estate tax claim. We are also seekingclaim against the dismissal of remaining claims pending in Mexicali and Tijuana.airport on June 8, 2005. The total amount of the property-tax claims outstanding in each of Mexicali and Tijuana are Ps. 89.0 million (nominal value) and Ps. 146.4 million (nominal value), respectively, although either of these amounts could increase if the underlying claims are not resolved in our favor as a result of penalty and interest surcharges.

In Tijuana, the court hadthen ordered the temporary encumbrance of certain of our assets, including our concession to operate the Tijuana International Airport, pending our deposit of a bond with the court as provisional security, in accordance with Mexican judicial procedures, pending the final resolution of the underlying claims. As of March 19, 2008, the administrative court resolved to dismiss the claims brought forward by the city council of Tijuana. Although the encumbered assets did not affect the operation of the airport, on February 9, 2006, an irrevocable standby letter of credita bond was issued by a financial institution on behalf of the Tijuana airport for Ps. 141.8 million (nominal value)pesos) in order to release the encumbrance. This amount differs fromOn March 25, 2008, the original amount of

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Tijuana airport received an initial ruling declaring null and void the tax claim by the municipal authority but upholding the right of the municipal authorities to assess real estate taxes over commercial areas. Although we appealed the ruling with respect to the assessment of real estate taxes over commercial areas, we also petitioned that the bond be refunded in the interim because it was an estimate intended to guarantee paymentthe municipality did not appeal any matter in the resolution. Accordingly, on February 7, 2009, the Company’s line of both the tax and penalties for late payment.

In order to secure this surety bond, or any other future surety bond to challenge any property-tax claims by any other municipality, our airport subsidiaries have entered into a committed credit line with a financial institution. This credit line provides for the issuance of lettersthe bond was cancelled. On October 20, 2010, the municipal authority of credit upTijuana issued a third request for the repayment of real estate taxes for 2000 through 2010. The Company and its legal counsel believe that this request for payment of taxes is not valid since local courts had already ruled the tax claims for the years 2005 and 2006 null and void. Our challenge to an aggregate amountthe second request is still pending. In conjunction with its third request, the Tijuana municipal authority requested that the Company make a full payment of the claimed taxes of Ps. 300269,229 within three days of receiving the request. The municipal authority also listed a number of assets which they believed could be seized if payment was not made. Because the Company and its legal counsel believe that this request for repayment is also null and void, the Company commenced legal proceedings against the municipal authority. The legal proceeding is currently pending.

We have also achieved the dismissal of certain claims by the municipal government of Mexicali for Ps. 89.0 million. In the event a letter of credit is drawn down and the amount drawn down remains unpaid for more than one business day, the outstanding balance will accrue interest at two times the Mexican interbank rate. Until the credit line expires in 2009, our airport subsidiaries are subject to certain financial covenants,

including the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders’ equity less intangible assets (including our concessions) and reserves for inflationary effects, in each case under MFRS) of at least Ps. 2.1 billion, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letters of credit and (iii) earn consolidated annual EBITDA of at least Ps. 1.0 billion.

A court has alsohad ordered the temporary encumbrance of 25% of the revenues from the parking garage that we operate at the Mexicali airport to guarantee the property-taxproperty tax claims of the Mexicali municipal government. The cumulative amount of such encumbrances is Ps. 5.4 million (nominal value).6.3 million. During 2006, we obtained a favorable ruling in the first instance, which the municipality appealed. In March 2008, the event of a decisioncourts resolved the appeal in our favor and ordered that the Mexicali municipal government return to us the revenues that were improperly seized by the Mexicali municipal authority. Accordingly, the Company has claimed a refund for the outstanding amount, a part of which was received in the annulment proceeding that we have initiated with respect to each of those claims, we expect to recover such encumbered revenues in full.April 2011.

We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations because, should a court determine that these taxes must be paid in response to any future proceedings, we believe that the Mexican government, as the owner of the real property upon which we operate our airports, would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated in the terms of our concessions. Nonetheless, the Mexican government has indicated publicly that it may propose an amendment to the Mexican Constitution and other laws pursuant to which we could be liable to municipalities for property taxes in the future. If such a change were to occur and any amounts owed were substantial, these tax liabilities could therefore have a materially adverse effect on our consolidated financial condition or results of operations.

Other claims by certain municipalities

In Guadalajara we are subject to claims by the municipality regarding our failure to obtain certain municipal licenses. We do not believe that we are subject to the license requirements at issue, and we have initiated proceedings to challenge the municipality’s claims.claims, which to date have been resolved in our favor.

Federal tax proceedings against Aguascalientes, La Paz, Morelia and Mexicali airports

The Mexican Tax Authority (Servicio de Administración Tributaria, or SAT), in connection with its review of year 2005, sent us official notices in 2008 and 2009 stating that under its criteria the Aguascalientes, La Paz, Morelia and Mexicali airports incorrectly applied the fiscal amortization rates with regard to the value of their concessions.

With respect to the Aguascalientes International Airport, in April 2009 we initiated legal proceedings in tax court against the Aguascalientes SAT’s local offices to challenge SAT’s findings, based on our contention that SAT did not take into consideration all the relevant legal matters concerning our position on amortization. In Tijuana,2009, the municipal government adopted certain environmental regulations,SAT imposed a fine of Ps. 1.7 million, which could materially affect our operationwas paid by the airport. However, on February 24, 2010, the airport filed for an annulment of the airport. We initiated proceedings to challengeresolution issued by the authoritytax authorities that establishes the airport inappropriately applied the fiscal amortization tax rate over the value of its concession. As of the municipal government to adopt such regulations.date of this report, a resolution is pending.

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On February 12, 2010, the Morelia International Airport filed an administrative proceeding against the resolution issued by the tax authority that establishes that Morelia International Airport applied a fiscal amortization rate in excess of its concession value. In response to our challengeAugust 2010, the municipal government voluntarily abandoned its regulations. Judicial proceedings will remain pending until the court determines that there is no longer a matter in controversy.

Changes to the Mexican Customs Law

On January 1, 2002, the Mexican government amended the Mexican Customs Law (Ley de Aduanas), requiring Mexican airport operators, at their cost, to provide adequate facilities to customs authorities as well as to acquire, install and maintain equipment to be used by these authorities. Such equipment includes X-ray, gamma or other similar machinery to inspect cargo, weighing equipment, closed circuit cameras, and other itemstax authority required to maintain the continuous operationpayment of the customs computer system (including electricity, securityback taxes and telecommunications equipment). Eachordered a temporary encumbrance of some of our airports filed anamparo (a legal proceeding similarassets to an injunction orguarantee payment of any potential amounts owed. We paid a habeas corpus action) againstfine and secured a bond to guarantee the Mexican government challengingback taxes in order to avoid the legal validity of the amendment to the Mexican Customs Law and the applicable court ruled

in our favor in each case. On December 30, 2002, the Mexican government further amended the Mexican Customs Law, providing for certain additional requirements with respect to security equipment to be maintained at all Mexican airports. We have been advised by our Mexican counsel that the judgments with respect to theamparos filed by each of our airports in 2002 should apply to this additional amendment to the customs law; however, there can be no assurance that the Mexican government will agree with our analysis. If the Mexican government were to require us to comply, or, should the outcome of theamparos be adverse to us, we would be required to make the necessary expenditures. If we were required to make these expenditures, we do not believe that they would be material.temporary encumbrance.

Claim against our Guadalajara airport subsidiary

In August 2005, we entered into a construction contract with Grupo de Ingeniería Universal, S.A. de C.V., or GIUSA, for the development of a new segment of the Guadalajara International Airport’s apron. GIUSA delayed the project and we therefore executed the performance bond posted by GIUSA in an amount equal to 20% of the total contract value. However, we were not able to obtain such execution, because in September 2006, GIUSA initiated legal proceedings against us in September 2006, claiming breach of contract by us and seeking the full contract amount and additional damages, together totaling an approximate amountfor a total of Ps. 4343.0 million. During 2007, we obtained a favorable sentence in first instance, which was appealed by GIUSA. The resolutionappeal also resulted in a favorable decision for the Company in 2008. As a result, GIUSA filed a second appeal. On May 3, 2010, the Company received a final favorable decision against the GIUSA claims.

Renewal of Hotel Lease at Guadalajara International Airport

Coco Club was granted the right by the Mexican Airport and Auxiliary Services Agency to operate the following commercial space at our Guadalajara International Airport in exchange for the construction and remodeling of certain commercial areas and infrastructure at the airport: (i) the commercial space located in the hallway leading to the gate area for domestic flights, (ii) the majority of the commercial space in the gate area itself, (iii) the commercial space in the bridge connecting the airport to the airport hotel and (iv) the hotel itself. In September 1998, Coco Club transferred all of these rights to a third party except for the right to operate the hotel for a period of 15 years from March 1993 in exchange for its obligation to construct such hotel. In May 2004, we recovered the right to operate the commercial areas previously operated by the third party that received its rights from Coco Club. Subject to the satisfaction of certain conditions, under the lease to operate the hotel, Coco Club was granted the right to renew the contract and continue operating the hotel for another 15-year period from March 2008 at below-market rates. Because we do not believe that Coco Club has satisfied all such conditions, we have not renewed the lease to operate the hotel. As a result, in April 2008 we initiated legal proceedings against Coco Club to declare the lease null and void due to Coco Club’s failure to satisfy all conditions in the prior lease agreement. These legal proceedings remain pending.

Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws

In October 2010, we were notified that a legal proceeding was filed against us in the civil court in Mexico City. The complaint seeks to have the court grant relief by declaring Articles X and XII of our bylaws null and void. Plaintiffs are Grupo México, S.A.B. de C.V. (“Grupo Mexico”) and its subsidiary, Infraestructura y Transportes México, S.A. de C.V. Articles X and XII, (i) limit the ability of shareholders, individually or in conjunction with related parties, other than AMP, to hold more than 10% of our Series B shares; (ii) limit voting rights of our Series B shareholders, individually or in conjunction with related parties, to 10%, other than AMP; and (iii) limit the ability of Series B shareholders to appoint more than one board member even if the shareholder owns more than 10%. In November 2010, we filed a response to the complaint. The case has commenced the discovery phase.

Grupo Mexico and Infraestructura y Transportes México, S.A. de C.V. are shareholders and combined, have acquired approximately 20.0% of our total outstanding capital stock. Prior to our General Shareholder’s Meeting held on April 27, 2011, Grupo Mexico indicated its intent to appoint two

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members to our board of directors, one for each 10% ownership interest it holds in us. However, according to our bylaws, ownership of our common equity is limited to 10%, and consequently, the right of representation on our board of directors and the right to vote at our shareholders’ meetings is also limited to 10%. During the April 27, 2011 General Shareholder’s Meeting, the intent by Grupo Mexico was rejected, and Grupo Mexico was asked to appoint a single board member in accordance with their rights under our bylaws.

Suit seeks to void our participation agreement

On June 7, 2011, an individual shareholder who represents 0.0002% of our capital stock filed a lawsuit before the eleventh district judge for civil matters in order to declare null our participation agreement and its annexes. The participation agreement and its annexes, as discussed above, were signed in 1999, in connection with the privatization of this proceeding is still pending.airport group, by the Mexican government via the Ministry of Transportation and Communications, Nacional Financiera S.N.C. (“NAFIN”), a Mexican government-owned entity, Banco Nacional de Comercio Exterior, S.N.C. (National Exterior Commerce Bank or “BANCOMEXT”), Aeropuertos y Servicios Auxiliares (Mexican Airport and Auxiliary Services Agency or “ASA”), GAP and its subsidiaries and AMP. Also named as codefendants in this lawsuit were the shareholders of AMP, the shareholders of CMA, as well as, Laura Diez Barroso Azcárraga, Eduardo Sanchez Navarro Redo and Carlos Laviada Ocejo, as individuals.

DIVIDENDS

The declaration, amount and payment of dividends are determined by a majority vote of our stockholdersshareholders present at a stockholders’shareholders’ meeting and generally, but not necessarily, on the recommendation of the board of directors, which is empowered by Article 18 of our bylaws to set our dividend policies. So long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the declaration and payment of dividends will require the approval of the holders of a majority of the Series BB shares.

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of the company’s capital stock from time to time (without adjustment for inflation). Our legal reserve fund was Ps. 225.1432.3 million at December 31, 20072010 (excluding reserve amounts corresponding to 20072010 net income).

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. The level of earnings available for the payment of dividends is determined under MFRS. Our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to Grupo Aeroportuario del Pacífico, S.A.B. de C.V. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our stockholders.shareholders.

Dividends paid to non-resident holders with respect to our Series B shares and ADSs are currently not subject to Mexican withholding tax. Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax will be subject to a corporate-level dividend tax (retained against cumulative net income and payable by us) calculated on a gross-up basis by applying a factor of 1.3889 for 2008, 2009 and 1.4286 in 2005, 1.4085 in 2006, and 1.3889 thereafter.for 2010. Corporate tax rates of 30% in 2005, 29% in 200628% for 2008 and 28% thereafter are2009 were applied to the result.results. From 2010 to 2012 the tax rate will be 30%, 29% for 2013 and 28% for 2014 and thereafter and as a result, the gross-up factor will be 1.4286, 1.4085 and 1.3889, respectively. This corporate-level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against

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the Mexican corporate income tax of the two fiscal years following the date inon which the dividend was paidpaid.

Distributions made by us to our stockholdersshareholders other than as dividends (in the manner described above), including capital reductions, amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

We paid aggregate dividends of Ps. 1,136.0 million1.12 billion in 2005,2008, Ps. 774.3 million1.20 billion in 20062009 and Ps. 1,171.6 million1.00 billion in 2007.2010.

At the General Ordinary Shareholders’ MeetingMeetings held on April 28, 2008,27, 2011, we declared a dividend of Ps. 1,1221.04 billion or Ps. 1.9231 per common share. The first dividend payment of Ps. 780.0 million thatwas made on May 31, 2011. The second dividend payment of Ps. 260.0 million will be paid in two installmentsmade on May 12, 2008 and on October 31, 2008, at an amount of Ps. 2.00 per common share.or before November 30, 2011.

Our stockholders adopted a newUnder our dividend policy adopted at the general extraordinary stockholders meetingGeneral Extraordinary Shareholders’ Meeting held on April 15, 2005. Under the policy2005, our annual dividend is expected to consist of two components. The first component is a fixed amount, which was Ps. 450 million for 2005 (for the dividend paid in 2006) and is intended to increase gradually in future years. Second, the dividend policy contemplates that our annual dividend will include any cash and cash equivalents we hold (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) in excess of our ���minimum“minimum cash balance.” For purposes of our policy, the “minimum cash balance” is the amount of cash and cash equivalents that our board of directors determines is necessary to cover the minimum amount of expenses and investments expected to be incurred in the fiscal year during which the dividend payment is made and the subsequent fiscal year. Dividends are expected to be made payable in cash and in one or more payments as determined in the relevant general ordinary stockholdersshareholders meeting approving dividends.

The declaration, amount and payment of dividends pursuant to the policy described above are subject to (i) compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund, and (ii) the absence of any adverse effect on our business plan for the current or subsequent fiscal year as a result of the payment of any dividend. We cannot assure youprovide assurance that we will continue to pay dividends or that future dividends will be comparable to our previous dividends. Our ability to pay dividends may be restricted under anthe unsecured peso-denominated credit agreementagreements with Banamex and HSBC, to which some of our operating subsidiaries are parties. See “Item 5,Operating and Financial Review and Prospects—Prospects – Liquidity and Capital Resources.” Our dividend policy may also be amended at any time by our stockholders.shareholders.

As of December 31, 2007,2010, we had accumulated approximately Ps. 982.0 million1.11 billion of distributable earnings that had been subject to the corporate income tax and that could be declared at the relevant stockholders’shareholders’ meeting and paid to stockholdersshareholders free of the corporate level dividend tax.

We pay dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the Deposit Agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

 

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Item 9.The Offer and Listing

STOCK PRICE HISTORY

The following table sets forth, for the periods indicated, the high and low closing prices for (i) the ADSs on the New York Stock Exchange in U.S. dollars and (ii) our common shares on the Mexican Stock Exchange in pesos. See “Item 3,Key Information—Information – Exchange Rates”Rates for the exchange rates applicable during the periods set forth below. The information set forth in the table below reflects actual historical amounts at the trade dates and has not been restated in constant pesos.

 

Years ended December 31,

    U.S.$ per ADR(1)    Pesos per Series B Share
     Low    High    Low    High

2007

    38.00    57.63    41.66    62.25

First Quarter

    38.00    44.92    41.66    49.55

Second Quarter

    42.66    50.89    46.93    55.14

Third Quarter

    43.40    54.60    48.33    59.76

Fourth Quarter

    44.63    57.63    48.29    62.25
      U.S.$ per ADR(1)    Pesos per Series B Share
     Low    High    Low    High
Monthly Prices                

December, 2007

    44.63    48.74    48.29    52.82

January, 2008

    39.69    47.08    42.92    51.43

February, 2008

    41.75    48.92    45.35    52.45

March, 2008

    41.95    45.87    45.58    49.10

April, 2008

    40.15    48.24    42.27    50.90

May, 2008

    32.83    42.32    34.07    44.28

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   U.S.$ per  ADR(1)   Pesos per Series B Share 
Year ended December 31,  Low   High   Low   High 

2007

   38.00     57.63     41.66     62.25  
   U.S.$ per ADR(1)   Pesos per Series B Share 
Year ended December 31,  Low   High   Low   High 

2008

   15.42     48.92     21.08     52.45  

First Quarter

   39.69     48.92     41.08     52.45  

Second Quarter

   29.37     48.24     30.41     50.90  

Third Quarter

   24.55     32.22     26.96     31.96  

Fourth Quarter

   15.42     24.93     21.08     31.46  
   U.S.$ per ADR(1)   Pesos per Series B Share 
Year ended December 31,  Low   High   Low   High 

2009

   13.95     32.68     21.57     42.23  

First Quarter

   13.95     23.44     21.57     32.15  

Second Quarter

   17.98     25.84     23.00     33.81  

Third Quarter

   24.23     30.49     32.50     40.31  

Fourth Quarter

   24.95     32.68     32.80     42.23  
   U.S.$ per ADR(1)   Pesos per Series B Share 
Year ended December 31,  Low   High   Low   High 

2010

   28.18     41.99     37.07     51.00  

First Quarter

   31.12     37.42     40.75     47.35  

Second Quarter

   29.05     37.16     37.57     46.00  

Third Quarter

   28.18     34.44     37.07     43.52  

Fourth Quarter

   34.50     41.29     43.45     51.00  
   U.S.$ per ADR(1)   Pesos per Series B Share 
   Low   High   Low   High 

Monthly Prices

        

December 2010

   38.25     41.29     47.28     51.00  

January 2011

   38.81     41.99     47.55     51.13  

February 2011

   36.92     40.59     44.85     49.00  

March 2011

   37.99     42.49     45.91     50.57  

April 2011

   39.90     42.72     46.93     50.66  

May 2011

   40.28     41.95     46.15     48.76  

 

(1)10 Series B shares per ADR.

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TRADING ON THE MEXICAN STOCK EXCHANGE

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico. Operating continuouslyFounded in 1894 and in continuous operations since 1907, the Mexican Stock Exchange is organized as a Mexican corporation (sociedad anónima bursatil de capital variable) operating under a concession granted by the Ministry of Finance and Public Credit (SHCP). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m., Mexico City time.

Since January 1999, all trading on the Mexican Stock Exchange has been effected electronically. The Mexican Stock Exchange may impose a number of measures to promote orderly and transparent trading in securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer when price fluctuation exceeds certain limits. The Mexican Stock Exchange may also suspend trading in shares of a particular issuer as a result of:

 

non-disclosure of material events; or

 

changes in the offer or demand, volume traded, or prevailing share price that are inconsistent with the shares’ historical performance and cannot be explained through publicly available information.

The Mexican Stock Exchange may reinstate trading in suspended shares when it deems that the material events have been adequately disclosed to public investors or when it deems that the issuer has adequately explained the reasons for the changes in offer and demand, volume traded, or prevailing share price. Under current regulations, the Mexican Stock Exchange may consider the measures adopted by the other stock exchanges in order to suspend and/or resume trading in an issuer’s shares in cases where the relevant securities are simultaneously traded on a stock exchange outside of Mexico.

Settlement on the Mexican Stock Exchange is effected three business days after a share transaction. Deferred settlement is not permitted without the approval of the Mexican National Banking and Securities Commission, even where mutually agreed. Most securities traded on the Mexican Stock Exchange are on deposit with theS.D. Indeval, S.A. de C.V. Institución para el Depósito de Valores, or INDEVAL, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities.

AlthoughSuspension of Trading

On June 2, 2010, due to the Securities Market Law provides forevents and uncertainties surrounding the existenceApril 27, 2010 General Ordinary and Extraordinary Shareholders’ Meetings and the subsequent period up until the suspension, trading of an over-the-counter market, no such market for securities in Mexico has developed.

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States. In late October 1997, for example, prices of both Mexican debt securities and Mexican equity securities dropped substantially following declines earlier in the year in the Asian and Brazilian securities markets.

On December 30, 2005, a new Securities Market Law was enacted and published inour shares on the Mexican Federal Gazette. The new Securities Market Law became effectiveStock Exchange was suspended until uncertainties were clarified. As a result, trading of our shares was also halted on the New York Stock Exchange. After we issued press releases on June 28, 2006; however, in some cases an additional period11, 2010 and June 14, 2010, explaining the events surrounding the shareholders’ meetings, trading of 180 days (until late December 2006) was made available for issuers (including us) to incorporate the new corporate governance and other requirements derived from the new law into their bylaws. The new Securities Market Law changed Mexican securities regulation in various material respects. The reforms were intended to updateour shares resumed on both the Mexican regulatory framework applicable to the securities market and publicly traded companies in accordance with international standards.

In particular, the new Securities Market Law (i) establishes that public entitiesStock Exchange and the entities controlled by them will be considered a single economic unit (e.g., holding companiesNew York Stock Exchange on June 14, 2010. See “Item 7,Major Shareholders and wholly owned subsidiaries), (ii) clarifies the rules for tender offers, dividing them into voluntary and mandatory categories, (iii) clarifies standards for disclosure of holdings of stockholders of public companies, (iv) clarifies the role of the board of directors of public companies and redistributes responsibilities between the board of directors and the chief executive officer, (v) defines the standards applicable to the board of directors and the duties of the board, each director, its secretary, the general director and executive officers (introducing concepts such as the duty of care, duty of loyalty and safe harbors), (vi) replaces the statutory auditor (comisarioRelated Party Transactions – Major Shareholders – Shareholder Dispute.) and its duties with an audit committee, corporate governance requirements and external auditors, (vii) defines the roles and responsibilities of executive officers, (viii) improves the rights of minority stockholders relating to legal remedies and access to company information, (ix) introduces concepts such as consortiums, groups of related persons or entities, control, related parties and decision-making power, and (x) expands the definition of applicable sanctions for violations of the Securities Market Law, including damages, fines and criminal penalties.

 

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Item 10.Additional Information

CORPORATE GOVERNANCE

Organization and Register

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico under the Mexican Companies Law (Ley General de Sociedades Mercantiles) and the Mexican Securities Market Law. It is registered with the Public Registry of Commerce of Mexico City under the number 238,578.

Purpose

Our main corporate purpose is to operate airports pursuant to 12 airport concessions.

Bylaws

This section summarizes certain provisions of Mexican law and ourestatutos sociales(bylaws).

At our extraordinary stockholders’ meetingExtraordinary Shareholders’ Meeting held on October 27, 2006, our stockholdersshareholders adopted resolutions amending and restating of our bylaws to organize the company as asociedad anónima bursátil(a form newly required by law for publicly traded companies in Mexico), and to conform our bylaws to the provisions of the new Securities Market Law. Many of the changes related to the enhancement of our corporate governance.

During 2010, our Audit Committee proposed, to our board of directors, an amendment to our bylaws relating to the Corporate Practices articles (Practicas Societariasas described in the Mexican Securities Market Law) in order to more closely align our bylaws with the terms of the Mexican Securities Market Law with respect to Corporate Practices. After reviewing the amendment proposal, our board of directors instructed the Audit Committee to submit the proposal to the CNBV to obtain their opinion regarding how the amended articles compared with the Mexican Securities Market Law, specifically as it relates to Corporate Practices. In response, the CNBV provided their recommendations both with respect to the specific consultation as well as with respect to other articles contained in the proposed amendment. We accepted the CNBV’s recommendations and re-submitted the proposed amendments to the CNBV. As of the date of this report, we have not received a response from the CNBV.

Board of Directors

Our bylaws provide that our board of directors will generally have 11 members (increasing to 12 or 13 members only when necessary to preserve minority stockholders’shareholders’ voting rights in cases of multiple appointments by persons with 10% interests (as described below)).

At each stockholders’shareholders’ meeting for the election of directors, the holders of Series BB shares are entitled to elect four directors. The remaining members of the board of directors are to be elected by the holders of the Series B shares.

Each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to appoint one director. The remaining positions on the board of directors will be filled based on the vote of all holders of Series B shares that have not elected

to appoint a director by virtue of owning 10% of our capital stock. The candidates to be considered for election as directors by the Series B stockholdersshareholders are proposed to the stockholdersshareholders by the Nominations and Compensation Committee. All directors are elected based on a simple majority of the votes cast at the relevant stockholders’shareholders’ meeting.

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Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of our directors is proposed by the Nominations and Compensation Committee to all of our stockholdersshareholders at stockholders’shareholders’ meetings for their approval.

Pursuant to the Securities Market Law, 25% of our directors must be independent within the definition of that term specified therein.

Authority of the Board of Directors

The board of directors is our legal representative. The powers of the board include, among others, the following:

 

to define our strategic planning decisions and approve our annual business plans and investment budgets,

 

to approve our master development programs and modifications thereto,

 

to call stockholders’shareholders’ meetings and act upon stockholders’shareholders’ resolutions, and

 

to create special committees and grant them the powers and authority as it sees fit, provided that said committees will not be vested with the authorities which by law or under our bylaws are expressly reserved for the stockholdersshareholders or the board of directors.

Meetings of the board of directors will be validly convened and held if a majority of the members are present. Resolutions at said meetings will be valid if approved by a majority of the members of the board of directors, unless our bylaws require a higher number. Notwithstanding the board’s authority, under general principles of Mexican law, our stockholders,shareholders, pursuant to a decision validly taken at a stockholders’shareholders’ meeting, may at any time override the board.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) appoint and remove our chief executive officer and our other top-level executive officers (upon consultation with our Nominations and Compensation Committee); (ii) appoint three members of the Operating Committee and their respective alternates; (iii) appoint 20% of the total members of the Audit Committee, the Acquisitions Committee and the Nominations and Compensation Committee (a minimum of one member per committee), and their respective alternatives; and (iv) consent to the appointment of individuals appointed to the Operating Committee who are not members of our board of directors or our officers.

In addition to the foregoing, each of the following actions of our board of directors, among certain others, may only occur with the approval of the Series BB directors:

 

approval of our airports’ five-five yearfive-year master development programs or amendments thereto;

approval of our annual business and investment plans;

 

approval of capital expenditures outside of our annual investment plans;

 

approval of any sale of our fixed assets, individually or jointly, in an amount exceeding U.S$3.0 million;

 

approval for us to enter into any type of loan or credit agreement, other than for certain loans granted by us to our subsidiaries;

 

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approval of the granting by us of guarantees (avales) or other security interests other than for the benefit of our subsidiaries;

 

proposing to increase our capital stock or that of our subsidiaries;

 

approval of sales of shares in our subsidiaries;

 

approval of our dividend policies; and

 

proposing individuals to join our Audit Committee or our Nominations and Compensation Committee.

Our Capital Stock

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of December 31, 2007:June 10, 2011:

Capital Stock

 

    Authorized    Issued and
outstanding
  Authorized   Issued and
outstanding
 

Capital stock:

            

Series B shares

    476,850,000    476,850,000   476,850,000     476,850,000  

Series BB shares

    84,150,000    84,150,000   84,150,000     84,150,000  

Total

   561,000,000     561,000,000  

All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have the voting and other rights described below.

Our bylaws provide that our shares have the following characteristics:

 

Series B.SeriesB:Series B shares currently represent 85% of our capital, and may represent up to 100% of our share capital. Series B shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments.

Series BB.SeriesBB:Series BB shares currently represent 15% of our capital and may not represent a greater percentage of our share capital. Like Series B shares, Series BB shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments and subject to the other requirements of our bylaws.

(Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not directly or indirectly own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments is obtained. We have obtained this authorization, and as a consequence these restrictions do not apply to our Series B or Series BB shares.)

Series BB shares are subject to transfer restrictions under our bylaws and generally must be converted to Series B shares before they can be transferred. Up to 49% of the Series BB shares can be converted into Series B shares at any time. The remaining 51% of Series BB shares cannotcould not be converted into Series B shares before August 25, 2009 absent prior approval by the Ministry of

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Communications and Transportation. Thereafter and until August 25, 2014, one fifth of such 51% may be converted each year. On or after August 25, 2014, all of the Series BB shares may be converted into Series B shares if (i) the technical assistance agreementTechnical Assistance Agreement between AMP and us has not been renewed and (ii) the Series BB stockholdersshareholders so request. Notwithstanding the foregoing, if at any time after August 25, 2014, Series BB shares represent less than 7.65% of our share capital, those shares will be mandatorily converted into Series B shares and the Technical Assistance Agreement will be terminated.

Voting Rights and Stockholders’Shareholders’ Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our stockholders.shareholders. Holders of Series BB shares are entitled to elect four members of our board of directors and holders of Series B shares are entitled to elect the remaining members of the board of directors.

Under Mexican law and our bylaws, we may hold three types of stockholders’shareholders’ meetings: ordinary, extraordinary, and special. Ordinary stockholders’shareholders’ meetings are those called to discuss any issue not reserved for extraordinary stockholders’shareholders’ meeting. An annual ordinary stockholders’shareholders’ meeting (our annual general meeting) must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the board on our financial statements, the appointment of members of the board of directors, the declaration of dividends and the determination of compensation for members of the board.

Extraordinary stockholders’shareholders’ meetings are those called to consider any of the following matters:

 

the extension of our duration or our voluntary dissolution;

 

an increase or decrease in our minimum fixed capital;

 

a change in corporate purpose or nationality;

any transformation, merger or spin-off involving the company;

 

any stock redemption or issuance of preferred stock or bonds;

 

the cancellation of the listing of our shares with the National Securities Registry or on any stock exchange;

 

amendments to our company’s bylaws; and

 

any other matters for which applicable Mexican law or the bylaws specifically require an extraordinary meeting.

Special stockholders’shareholders’ meetings are those called and held by stockholdersshareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Stockholders’Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City. Calls for stockholders’shareholders’ meetings must be made by the board of directors or the audit committee.Audit Committee. Any stockholdershareholder or group of stockholdersshareholders representing at least 10% of our capital stock has the right to request that the board of directors or the audit committeeAudit Committee call a stockholders’shareholders’ meeting to discuss the matters indicated in the relevant request. In certain circumstances specified in Mexican law, any individual stockholdershareholder may also make such a request. If the board of directors or the audit committeeAudit Committee fails to call a meeting within 15 calendar days following receipt of the request, the stockholdershareholder or group of stockholdersshareholders may request that the call be made by a competent court.

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Calls for stockholders’shareholders’ meetings must be published in the Mexican Federal Gazette or in one newspaper of general circulation in Mexico at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Stockholders’Shareholders’ meetings will be validly held and convened without the need for a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any stockholders’shareholders’ meeting, stockholdersshareholders must be registered in our share registry and comply with the requirements set forth in our bylaws. StockholdersShareholders may be represented at any stockholders’shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.

At or prior to the time of the publication of any call for a stockholders’shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

Quorums

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary meetings of stockholdersshareholders are valid when approved by a majority of the shares present or duly represented at the meeting. Any number of shares represented at an ordinary meeting of stockholdersshareholders convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary meetings of stockholdersshareholders convened in this manner are valid when approved by a majority of the shares represented at the meeting.

Extraordinary and special stockholders’shareholders’ meetings are regarded as legally convened pursuant to a first or subsequent call when at least 75% of the shares representing our capital (or 75% of the relevant series) are present or duly represented. Resolutions at extraordinary meetings of stockholdersshareholders are valid if taken by the favorable vote of shares representing more thatthan 50% of our capital (or 50% of the relevant series).

Notwithstanding the foregoing, resolutions at extraordinary meetings of stockholdersshareholders called to discuss any of the issues listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

 

any amendment to our bylaws which: (i) changes or deletes the authorities of our committees; or (ii) changes or deletes the rights of minority stockholders,shareholders,

 

any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom,

 

termination of the participation agreement between us and AMP,

 

a merger by us with an entity the business of which is not directly related to the business of us or our subsidiaries, or

 

a spin-off, dissolution or liquidation of us.

Our bylaws also establish the following voting requirements:

 

the amendment of the restrictions in our bylaws on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock,

 

a delisting of our shares requires the vote of holders of 95% of our capital stock, and

 

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the amendment of the provisions in our bylaws requiring that a stockholdershareholder exceeding our share ownership limits conduct a public sale of his excess shares requires the vote of holders of 85% of our capital stock.

Veto Rights of Holders of Series BB Shares

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at stockholders’shareholders’ meetings with respect to any of the issues listed below will only be valid if approved by a vote of a majority of the Series BB shares:

 

approval of our financial statements;

 

liquidation or dissolution;

 

capital increases or decreases;

declaration and payment of dividends;

 

amendment to our bylaws;

 

mergers, spin-offs or share-splits;

 

grant or amendment of special rights to any series of shares; and

 

any decision amending or nullifying a resolution validly taken by the board of directors with respect to (i) appointment of our top-level executive officers, (ii) appointment of the three members of our Operating Committee and of the members of the Audit, Acquisitions and Nominations and Compensation committees to be designated by the directors elected by the holders of the Series BB shares, and (iii) appointment of the members of the Operating Committee whose appointment requires the consent of the directors elected by the holders of the Series BB shares, and decisions of the board of directors that require the affirmative vote of the directors elected by the holders of our Series BB shares.

Dividends and Distributions

At our annual ordinary general stockholders’ meeting,Annual Ordinary General Shareholders’ Meeting, the board of directors will submit to the stockholdersshareholders for their approval our audited consolidated financial statements for the preceding fiscal year. Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the stockholdersshareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8,Financial Information—Dividends.Information – Dividends.OnAt the General Ordinary Shareholders’ Meeting held on April 28, 2009, we declared a dividend of Ps. 1.20 billion that was paid on May 18, 2007,25, 2009 (Ps. 870.0 million) and on October 31, 2009 (Ps. 330.0 million). At the General Ordinary Shareholders’ Meetings held on June 2, 2010 we declared a dividend of Ps. 1.00 billion. The first payment for that dividend in the amount of Ps. 750.0 million was made on June 15, 2010 and the remaining Ps. 250.0 million was paid on August 19, 2010. At the General Ordinary Shareholders’ Meetings held on April 27, 2011, we declared a dividend of Ps. 1.04 billion or Ps. 1.9231 per common share. The first dividend payment of Ps. 837.6780.0 million andwas made on OctoberMay 31, 2007, we made a2011. The second dividend payment of Ps. 334.0 million.260.0 million will be made on or before November 30, 2011.

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Registration

Our shares have been registered with the National Securities Registry, as required under the Securities Market Law and regulations issued by the Mexican National Banking and Securities Commission. If we wish to cancel our registration, or if it is cancelled by the Mexican National Banking and Securities Commission, we will be required to make a public offer to purchase all outstanding shares, prior to such cancellation. Unless the Mexican National Banking and Securities Commission authorizes otherwise, the price of the offer to purchase will be the higher of: (i) the average of the trading price of our shares during the prior thirty trading days (during a period of no more than six months); or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any waiver to the foregoing provisions included in our bylaws requires the prior approval of the Mexican National Banking and Securities Commission and the approval, at an extraordinary stockholders’shareholders’ meeting, of 95% of our outstanding capital stock.

StockholderShareholder Ownership Restrictions and Antitakeover Protection

Holders of our shares are subject to the following restrictions:

 

holders of Series B shares, either individually or together with their related persons,parties, may not directly or indirectly own more than 10% of our Series B shares,shares;

 

Althoughalthough there is no limit on individual holdings of Series BB shares, Series BB shares may represent no more than 15% of our outstanding capital stock,stock;

 

holders of Series BB shares may also own Series B shares, andshares;

 

no stockholdershareholder may vote more than 10% of our capital stock. Shares in excess of this threshold will be voted in the same manner as the majority of our shares.shares;

the aforementioned limits may not be circumvented by means of any special trust; collective ownership or voting agreement or any other scheme that could confer a higher percentage of share ownership or voting powers; and

 

foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

A person exceeding the 10% threshold described above with respect to our Series B shares must conduct a public offer of his excess shares.

Any amendment to the ownership restrictions described above requires the vote of shares representing 85% of our capital stock.

Changes in Capital Stock

Increases and reductions of our minimum fixed capital must be approved at an extraordinary stockholders’shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations. Increases or reductions of the variable capital must be approved at an ordinary stockholders’shareholders’ meeting in compliance with the voting requirements of our bylaws.

Pursuant to Article 53 of the Securities Market Law, we may issue unsubscribed shares that will be kept in treasury, to be subsequently subscribed by the investing public, provided that

 

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the general extraordinary stockholders’shareholders’ meeting approves the maximum amount of the capital increase and the conditions upon which the corresponding placement of shares shall be made,

 

the subscription of issued shares is made through a public offer following registration in the National Securities Registry and complying with the provisions of the Securities Market Law and other applicable law, and

 

the amount of the subscribed and paid-in capital of the company is announced when the company makes the authorized capital increase public.

The preferential subscription right provided under Article 132 of the General Law of Business Entities (Ley General de Sociedades Mercantiles) is not applicable to capital increases through public offers.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock our stockholdersshareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their stockholdershareholder interest at that time, unless: the capital increase is made under the provisions of Article 53 of the Securities Market Law. Said preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Corporations Law, by subscription and payment of the relevant stock within fifteen business days after the date of publication of the corresponding notice to our stockholdersshareholders in the Mexican Federal Gazette and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the fifteen business day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a stockholders’shareholders’ meeting taken generally pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon repurchase of our own stock in accordance with the Securities Market Law (See “—Share Repurchases”Repurchases below).

Share Repurchases

We may choose to acquire our own shares or negotiable instruments representing such shares through the Mexican Stock Exchange on the following terms and conditions:

 

The acquisition and sale on the Mexican Stock Exchange is made at market price (except when dealing with public offerings or auctions authorized by the National Banking and Securities Commission).

 

If the acquisition is charged against working capital,shareholder’s equity, the shares may be kept by us without the need to make a reduction in our capital stock. Otherwise, if the acquisition is charged against our capital stock, the shares will be converted into unsubscribed shares kept in our treasury, without need for a resolution by our stockholders’shareholders’ at a stockholders’shareholders’ meeting.

 

The company must announce the amount of the subscribed and paid-in capital when the amount of the authorized capital represented by the issued and unsubscribed shares is publicly announced.

 

The general ordinary stockholders’shareholders’ meeting will expressly determine for each fiscal year the maximum amount of resources that we may use to purchase our own shares or negotiable instruments that represent such shares, with the only limitation that the sum or total of the resources that may be used for such purpose may not exceed, at any time, the total balance of the net profits of the company, including retained profits.

 

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We must be up to date in the payment of obligations under debt instruments issued and registered in the National Securities Registry that we may have issued.

Shares of the company belonging to us may not be represented or voted in stockholders’shareholders’ meetings, nor may corporate or economic rights of any kind be exercised, nor will the shares be considered as outstanding for the purpose of determining the quorum or voting in stockholders’shareholders’ meetings.

InAt the General Ordinary Shareholders’ Meeting held on April 28, 2008, a stock buy-back program was approved under the Mexican Securities Market Law rules, for a maximum amount of Ps. 555 million for the period from April 28, 2008 to April 27, 2009. The share repurchases began in July 2008 and finished in April 2009. At the General Ordinary Shareholders’ Meeting held on April 28, 2009, a stock buy-back program was approved under the Mexican Securities Market Law rules, for a maximum amount of Ps. 864.6 million for the period from April 28, 2009 to April 27, 2010. During that period, the Company did not make any repurchases. At the General Ordinary Shareholders’ Meeting held on April 27, 2010, the maximum amount approved for repurchase of shares or credit instruments that represent these shares was cancelled and no stock buy-back program for Series B shares was approved for the period from April 27, 2010 to April 27, 2011. However, at the subsequent General Ordinary Shareholders’ Meeting held July, 22 – 25, 2010, a stock buyback program was approved under the Mexican Securities Market Law, for a maximum amount of Ps. 1.00 billion for the period from July 22, 2010 until April 27, 2011. During that period the Company bought 20,217,600 shares at an average price of Ps. 45.20, paying Ps. 913.8 million. These shares represent 3.6% of our total outstanding shares. At the General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program for Series B shares was approved for a maximum amount of Ps. 473.5 million for the twelve months following April 27, 2011. See “Item 16E –Purchases of Equity Securities by the Issuer and Affiliated Purchasers”.

Ownership of Capital Stock by Subsidiaries

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of any employee stock option plan, which may not exceed 25% of our capital stock, or through asset managers (sociedades de inversión).

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary stockholders’shareholders’ meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

Other Provisions

Liabilities of the members of the Board of Directors

As in any other Mexican corporation, and due to the provisions contained in Article 38 of the Securities Market Law, any stockholdershareholder or group of stockholdersshareholders holding at least 5% of our capital stock may directly exercise a civil liability action under Mexican law against the members of the board of directors.

In addition to the foregoing, our bylaws provide that, a member of the board of directors will be liable to us and our stockholdersshareholders for breaching his or her duties, as provided under articles 29 to 37 of the Securities Market Law.

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Our by-lawsbylaws provide that the members of the board of directors, or the board committees, and the secretary shall be indemnified by us in case of violations of their duty of care (deber de diligencia), as long as they did not act in bad faith, violate their duty of loyalty or committedcommit an illicit act under the Securities Market Law or other applicable law. Additionally, our bylaws provide that we shall indemnify the members of the board of directors and the secretary for any indemnification liability which they may incur as long as they have not acted in bad faith, violated their duty of loyalty or committed an illicit act under the Securities Market Law or other applicable law.

Information to StockholdersShareholders

The Securities Market Law establishes that we, acting through our boards of directors, must annually present a report at a stockholder’sshareholders’ meeting that includes the following:

 

A report prepared by the chairman of our Audit Committee, as required by Article 43 of the Securities Market Law, which must cover, among other things: (i) the performance of our top-level officers, (ii) transactions with related persons,parties, (iii) the compensation packages for our directors and officers, (iv) waivers granted by the board of directors regarding corporate opportunities, (v) the situation of our, and our subsidiaries’ internal controls and internal auditing, (vi) preventive and corrective measures adopted in connection with non-compliance with operational and accounting guidelines, (vii) the performance of our external auditor, (viii) additional services provided by our external auditor and independent experts, (ix) the main results of the review of our and our subsidiaries’, financial statements, and (x) the effects of changes to our accounting policies.

 

  

The report prepared by the chief executive officer under article 44, paragraph XI of the Securities Market Law. This report must be accompanied by the report (dictamen) of the external auditor, and should include, among other things: (i) a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects of the company, (ii) a statement of the financial condition of the company at the end of the fiscal year, (iii) a statement regarding the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year, and (iv) the notes which are required to complete or clarify the foregoing information.

 

The board’s opinion on the contents of the report prepared by the chief executive officer and mentioned in the preceding paragraph.

 

A report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information.

 

A report regarding the operations and activities in which the board participated, as provided under the Securities Market Law.

In addition to the foregoing, our bylaws specify additional information obligations of the board of directors, including that the board of directors should also prepare the information referred to in Article 172 of the General Law on Business Entities with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

Duration

The duration of our corporate existence has been set at 100 years, ending in the year 2098.

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Stockholders’Shareholders’ Conflict of Interest

Under Mexican law, any stockholdershareholder that has a conflict of interest with respect to any transaction must abstain from voting thereon at the relevant stockholders’shareholders’ meeting. A stockholdershareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such stockholder’sshareholder’s vote.

Directors’ Conflict of Interest

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction. Any director who violates such provision will be liable to us for any resulting damages or losses. Additionally, under our bylaws, certain conflicts of interest will have the effect of disqualifying a person from serving on our board of directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the Ministry of Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits. See “—“Item 4, Regulatory Framework – Sources of Regulation”Regulation and “—“ Item 4,Regulatory Framework – Scope of Concessions and “ Item 4,Regulatory Framework – General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.Holders.”

We are a party to a participation agreement with AMP and the Ministry of Communications and Transportation which establishes the framework for several other agreements to which we are a party. See “Item 7,Major StockholdersShareholders and Related Party Transactions—Transactions – Related Party Transactions.Transactions.

We have entered into a technical assistance agreementTechnical Assistance Agreement with AMP providing for management and consulting services. See “Item 7,Major StockholdersShareholders and Related Party Transactions—Transactions – Related Party Transactions.Transactions.

EXCHANGE CONTROLS

Mexico has had free market for foreign exchange since 1991 and the government has allowed the peso to float freely against the U.S. dollar since December 1994. There can be no assurance that the government will maintain its current foreign exchange policies. See “Item 3, Key Information—Exchange Rates.”

TAXATION

The following summary contains a description of the material U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a

“U.S. “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold or dispose of our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding voting shares, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and personsinvestors holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes. In

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addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder.

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this annual report on Form 20-F, including the provisions of the income tax treaty between the United States and Mexico and protocol thereto (the “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the US,U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico for federal tax purposes and that does not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.

For purposes of Mexican taxation, the definition of residency is highly technical and residency results in several situations. Generally, an individual is a resident of Mexico if he or she has established his or her home in Mexico, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in Mexico. An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest. An individual’s significant center of interest will be considered Mexico in the following circumstances, among others: (i) when more than 50% of such person’s total yearly income originates in Mexico, and (ii) when Mexico is the individual’s principal place of business. Additionally, Mexican officers and employees working for the Mexican government but living outside of Mexico will be considered to be Mexican residents even if their significant center of interest is not in Mexico. However, any determination of residence should take into account the particular situation orof each person or legal entity.

This summary does not address all of the Mexican tax consequences that may be applicable to specific holders of the shares (including a holder that controls the Company, an investor that holds 10% or more of the shares or holders that constitute a group of persons for purposes of Mexican law). It also does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. In particular, this summary does not describe any tax consequences arising under the laws of any state, locality, municipality or taxing jurisdiction other than certain federal laws of Mexico.

In general, for U.S. federal income tax purposes, holders of ADSs are treated as the beneficial owners of the Series B shares represented by those ADSs.

Taxation of Dividends

Mexican Tax Considerations

Under Mexican Income Tax Law provisions, dividends paid to non-Mexican holders with respect to our Series B shares or ADSs are not subject to any Mexican withholding tax.

U.S. Federal Income Tax Considerations

The gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally are includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and are not eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended.amended (the “Code”). To the extent that a distribution exceeds our current and accumulated earnings and profits, it is treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. Distributions, which are made in pesos, are includible in the income of a U.S.

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holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date they are received by the depositary whether or not they are converted into U.S. dollars. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual U.S. holder prior to January 1, 20112013 with respect to the ADSs will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.” Dividends paid on the ADSs will be treated as qualified dividends if: (i) we are eligible for the ADSs are readily tradable on an established securities market inbenefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purpose of the qualified dividend rules, and (ii) the issuer waswe were not, in the year prior to the year in which the dividend was paid, and isare not, in the yearsyear in which the dividend is paid, a passive foreign investment company (PFIC). The ADSs are listed onTax Treaty has been approved for the New York Stock Exchange, and will qualify as readily tradable on an established securities market inpurposes of the United States so long as they are so listed. Basedqualified dividend rule. In addition, based on our audited consolidated financial statements and relevant market and stockholdershareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 20072008, 2009 or 2010 taxable year.years. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and stockholdershareholder data, we do not anticipate becoming a PFIC for our 20082011 taxable year.

The U.S. Treasury Department has announced its intention to promulgate rules pursuant to which holders of ADSs or common stock and intermediaries through whom such securities are held will be permitted to rely on certifications from issuers to establish that dividends are treated as qualified dividends. Because such procedures have not yet been issued, it is not clear whether we will be able to comply with them. Holders of ADSs and common shares should consult their own tax advisors regarding the availability of the reduced dividend tax rate in the light of their own particular circumstances.

Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Gain on the sale or other disposition of ADSs by a non-Mexican holder are not subject to any Mexican tax. Deposits and withdrawals of our Series B shares in exchange for ADSs do not give rise to Mexican tax or transfer duties.

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder is generally not subject to any Mexican income tax if the transaction is carried out through the Mexican Stock Exchange or other securities markets, approved by the Mexican Treasury Department, and provided certain requirements set forth by the Mexican Income Tax Law (Ley del Impuesto sobre la Renta) and the Federal Tax Code (Código Fiscal de la Federación) are complied with.

Gain on the sale of our Series B shares by a non-Mexican holder is generally not subject to any Mexican income tax if the transaction is carried out through the Mexican Stock Exchange or other securities markets.

The tax exemption described in the previous paragraph will not be applicable to pre-negotiated trades executed through the Mexican Stock Exchange. The exemption also will not be applicable in the case of a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions.

Sales or other dispositions of Series B shares made in other circumstancesthat are not eligible for the exemption described above generally are subject to Mexican tax, except to the extent that a holder is eligible for benefits under an income tax treaty to which Mexico is a party. Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty is exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares in a transaction that is not carried out through the Mexican Stock Exchange or such other approved securities markets, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including ADSs) within the 12-month period preceding such sale or other disposition.

For non-Mexican holders that do not meet the requirements referred to above, gross income realized on the sale of the Series B shares is subject to a 5% Mexican withholding tax if the transaction is carried out through the Mexican Stock Exchange. Alternatively, a non-Mexican holder can choose to be

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subject to a 20% withholding rate on the net gain obtained, as calculated pursuant to Mexican Income Tax Law provisions.provisions, if certain conditions and formal requirements are met.

U.S. Federal Income Tax Considerations

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally must recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition (in U.S. dollars, determined at the spot rate on the date of disposition or, for a cash basis U.S. holder (or an electing accrual basis U.S. holder), at the exchange rate in effect on the settlement date, if the amount realized is denominated in a foreign currency) and such U.S. holder’s tax basis in the Series B shares or ADSs.ADSs (in U.S. dollars). Gain or loss recognized by a U.S. holder on such sale or other disposition generally is treated as long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs had been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

In general, information reporting requirements apply to payments by a paying agent within the United States to a non-corporate (or other non-exempt) U.S. holder of dividends in respect of the Series B shares or ADSs or theDividends on, and proceeds received onfrom the sale or other disposition of, the Series B shares or ADSs paid to a U.S. holder generally may be subject to the information reporting requirements of the Code and amay be subject to backup withholding tax may apply to such amounts ifunless the U.S. holder fails to provideholder:

establishes that it is a corporation or other exempt holder; or

provides an accurate taxpayer identification number on a properly completed Internal Revenue Service Form W-9 and certifies that it is not subject to the paying agent. Amounts withheld as backup withholding tax are creditableand otherwise complies with applicable requirements of the backup withholding rules.

The amount of any backup withholding from a payment to a holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that thecertain required information is furnished to the U.S. Internal Revenue Service.

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DOCUMENTS ON DISPLAY

The materials included in thisWe file reports, including annual reports on Form 20-F, and exhibits hereto,other information electronically with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may be viewedread and copy any materials filed with the SEC at the U.S. Securities and Exchange Commission’s public reference room inits Public Reference Room at 100 F Street, N.E., Washington, D.C. Please call20549. You may obtain information on the Commissionoperation of the Public Reference Room by calling the SEC at 1-800-SEC-0330 for further information regarding1-800-SEC-0330. Any filings we make are also available to the public reference room. The Securities and Exchange Commission maintains a World Wide Web site onover the Internet at the SEC’s website atwww.sec.gov and at our website athttp://www.sec.gov that contains reports andwww.aeropuertosgap.com.mx/. (This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information statements and other information regarding us. The reports and information statements and other information about us can alsoon our website, which might be downloadedaccessible through a hyperlink resulting from this website.URL, is not and shall not be deemed to be incorporated into this annual report).

 

Item 11.Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We are principally exposed to market risks from fluctuations in foreign currency exchange rates.

Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the peso relative to the dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are collected in pesos based on the average exchange rate for the prior month. In 2005, 20062008, 2009 and 2007,2010, approximately 32.5%27.7%, 31.5%29.6% and 27.8%25.0%, respectively, of our consolidatedtotal revenues were derived from passenger charges for international passengers.passengers (in 2010, 29.6% of the sum of our aeronautical and non-aeronautical revenues were derived from passenger charges for international passengers). Substantially all of our other revenues are denominated in pesos. We estimate that substantially all of our consolidated costs and expenses are denominated in pesos (other than the salaries of our executive officers and the technical assistance fee, to the extent paid based on the fixed minimum annual payment). Based upon a 1%10% depreciation of the peso compared to the U.S. dollar as of December 31, 2007,2010, we estimate that our passenger charges revenues from international passengers would have increased by Ps. 0.975.7 million.

As of December 31, 2005, 20062008, 2009 and 2007, 22.8%2010, 15.5%, 12.3%13.9% and 14.7%10.0%, respectively, of our cash and marketable securities were denominated in dollars. Based upon a 1%10% depreciation of the peso compared to the U.S. dollar as of December 31, 2007,2010, we estimate that the value of our cash and marketable securities would have increased by Ps. 0.224.3 million.

We did not have any foreign currency indebtedness at December 31, 2005, 20062008, 2009 and 2007.2010. In the event that we incur foreign currency denominated indebtedness in the future, decreases in the value of the peso relative to the dollar will increase the cost in pesos of servicing such indebtedness.

At December 31, 2005, 20062008, 2009 and 20072010 we did not have any outstanding forward foreign exchange contracts.

Interest Rate Risk

Over the last three years, we have funded the majority of our capital expenditures with bank loans, and we expect to continue to do so. We have entered into bank loans bearing both fixed and variable interest rates. Our fixed-rate debt establishes a fixed interest rate of 8.52%, and the unpaid balance as of December 31, 2010 was Ps. 732.8 million. In 2009, we entered into bank loans bearing variable interest rates, which expose us to interest rate risk. The primary

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interest rate risk exposure results from changes in the relevant base rates (the banks charge interest at a rate based on theTasa de Interes Intercambiaria de Equilibrio, or Interbank Equilibrium Interest Rate (“TIIE”) plus 3.5%). In order to hedge against such interest rate risk, in December 2009, we entered into a cash flow hedge with Banamex for a nominal amount of Ps. 372.2 million, which sets a ceiling of 7% on the TIIE, resulting in a maximum interest rate of 10.5%. This instrument will be in effect from December 2012 until January 2017, and its fair value as of December 31, 2010 was Ps. 7.1 million. We had approximately Ps. 576.5 million in variable rate debt at December 31, 2010. For more information regarding our economic hedging transactions, see “Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness.”

As of December 31, 2010 we paid Ps. 43.0 million of interest expense under variable interest rate loans, with an average TIIE rate of 4.9%. Based upon a 10% increase of the TIIE rate, we estimate that our interest expense would have increased by Ps. 2.5 million.

 

Item 12.Description of Securities Other Than Equity Securities

Not applicable.

Item 12A.Debt Securities

Not applicable.

Item 12B.Warrants and Rights

Not applicable.

Item 12C.Other Securities

Not applicable.

Item 12D.American Depositary Shares

The Bank of New York serves as the depositary for our ADSs. ADS holders are required to pay various fees to the depositary.

The following is a summary of the fees payable by holders of our ADRs. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.

Service

Fee or Charge Amount

Payee

Execution and delivery of ADRs

U.S. $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)Bank of New York Mellon

Surrender of ADRs

U.S. $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)Bank of New York Mellon

Any cash distribution to ADR registered holders

U.S. $.02 (or less) per ADSBank of New York Mellon

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Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holdersA fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSsBank of New York Mellon
Registration of transfers of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw sharesRegistration or transfer feesBank of New York Mellon
Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)Expenses of the depositaryBank of New York Mellon
Converting foreign currency to U.S. dollarsExpenses of the depositaryBank of New York Mellon
Taxes and other governmental charges the Bank of New York Mellon or the custodian has to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxesAs necessaryBank of New York Mellon
Other fees, as necessaryAny charges incurred by Bank of New York Mellon or its agents for servicing the deposited securitiesBank of New York Mellon

The depositary of our ADSs, The Bank of New York Mellon, collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.

Reimbursements by the Depositary

The Bank of New York Mellon, as depositary of our ADSs, pays us an agreed amount, which includes expenses related to the administration and maintenance of the ADS facility including, but not limited to, investor relations expenses, the annual New York Stock Exchange listing fees (as invoiced in the reimbursement request to the depositary) or any other program related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. For the year ended December 31, 2009, this amount was U.S.$659,601 of which we received U.S.$ 499,703

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during 2009 and U.S.$ 159,898 in January 2010. We received no additional reimbursements from the depositary during 2010.

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PART II

 

Item 13.Defaults, Dividend Arrearages and Delinquencies

Not applicable.

 

Item 14.Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

 

Item 15.Controls and Procedures

(a) Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2007. 2010.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting during 2007 that materially affected, or would be reasonably likely to materially affect, our internal control over financial reporting.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of

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compliance with policies and procedures may deteriorate. Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2007.2010. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control — Integrated Framework.

Based on our assessment and those criteria, our management believeshas concluded that our company maintained effective internal control over financial reporting as of December 31, 2007.2010.

The Company’s independent registered public accounting firm, Galaz, Yamazaki, Ruiz Urquiza, S.C. (member of Deloitte Touche Tohmatsu Limited), has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting.

(c) Report of Independent Registered Public Accounting Firm on Internal Controls

Galaz, Yamazaki, Ruíz Urquiza, S.C. a member of Deloitte Touche Tohmatsu, the independent registered public accounting firm that has audited our financial statements, has issued an attestation report on our internal control over financial reporting. That report appears directly below.

We have audited the internal control over financial reporting of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2007,2010, based on criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the effectiveness of the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the

160


controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2007,2010, based on the criteria established inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 20072010 of the Company and our report dated June 16, 20089, 2011 expressed an unqualified opinion on those financial statements and includes explanatory paragraphs regarding (i) the adoption of Mexican Financial Reporting Standard C-1,Cash and Cash Equivalents and Interpretation to Mexican Financial Reporting Standards 17,Service Concession Contracts, (ii) the nature and effect of differences between Mexican Financial Reporting Standards and accounting principles generally accepted in the United States of America and (ii) the(iii) translation of financial statements into English.

Galaz, Yamazaki, Ruíz

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu

C.P.C. Ramón Álvarez Cisneros

Guadalajara, Mexico

June 16, 2008

Member of Deloitte Touche Tohmatsu Limited

/s/    RAMÓN ALVAREZ CISNEROS        
C.P.C. Ramón Álvarez Cisneros
Guadalajara, Jalisco, Mexico
June 9, 2011

(d) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 20072010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Item 16.[Reserved]

 

Item 16A.Audit Committee Financial Expert

José Manuel Rincón Gallardo Purón, an independent director under NYSE listing standards, joined our board of directors and our Audit Committee in 2006, and we believe that he is qualified to serve as our “audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities and Exchange Act of 1934. Our Boardboard of Directorsdirectors appointed Mr. Rincón Gallardo Purón as President of the Audit Committee and also as the financial expert of that Committee. For a discussion of Mr. Rincón Gallardo Purón’s qualifications, see “Item 6,Directors, Senior Management and Employees – Directors.”

 

Item 16B.Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our chief executive officer, chief financial officer, chief accounting officer and personspersonnel performing similar functions as well as to our other officers and employees. Our code of ethics is an exhibit to this annual report on Form 20-F and is available on our website at www.aeropuertosgap.com.mx. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address. The information found on our website, other

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than as specifically incorporated by reference into this annual report on Form 20-F, is not part of this annual report on Form 20-F.

 

Item 16C.Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruíz Urquiza, S.C. (member of Deloitte Touche Tohmatsu)Tohmatsu Limited), during the fiscal years ended December 31, 20062009 and 2007:2010:

 

   Year ended December 31,
   2006  2007
   (thousands of pesos)

Audit fees

  Ps.3,553  Ps.4,680

Audit-related fees

   4,666   1,360

Tax fees

   1,453   4,404

Other fees

   900   756
        

Total fees

  Ps.10,572  Ps.11,200
        

   Year ended December 31, 
   2009   2010 
   (thousands of pesos) 

Audit fees

  Ps.5,710    Ps.5,762  

Audit-related fees

   2,348     2,525  

Tax fees

   2,973     2,541  

Other fees

   485     487  
          

Total fees

  Ps.11,516    Ps.11,315  
          

Audit fees in the above table are the aggregate fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. in connection with the audit of our annual consolidated financial statements, the review of the financial statements of certain subsidiaries and other statutory audit reports.

Audit-related fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for services related to the Sarbanes-Oxley Act of 2002 and other audit related-services.

Tax fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for a monthly review of our tax calculations and for services related to tax refund claims.

Other fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for transfer pricing services and other services.

Audit Committee Pre-Approval Policies and Procedures

Our audit committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our audit committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

 

Item 16D.Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

Item 16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers

NoneThe tables below set forth, for the periods indicated, the total number of our shares were purchased by us or on our behalf, or by anyor on behalf of an “affiliated purchaser”purchaser,” the average price paid per share, the total number of shares purchased as a part of a publicly announced repurchase plan or program and the

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maximum number (or approximate dollar value) of shares that may yet be purchased under our plans and programs.

Shares repurchased by us pursuant to the share repurchase program

2010

  (a) Total
number of
shares
purchased(1) (2)
   (b) Average
price paid
per share in
Pesos
   (c) Total
number of
shares
purchased as
part of
publicly
announced
plans or
programs(3)
   (d) Approximate
dollar value that
may yet be
purchased
under the plans
or programs
 

January 1-31

   0     0     0     1,000  

February 1-28

   0     0     0     1,000  

March 1-31

   0     0     0     1,000  

April 1-30

   0     0     0     1,000  

May 1-31

   0     0     0     1,000  

June 1-30

   0     0     0     1,000  

July 1-31

   0     0     0     1,000  

August 1-31

   0     0     0     1,000  

September 1-30

   6,982,200     40.67     6,982,200     716.0  

October 1-31

   555,900     44.23     555,900     691.4  

November 1-30

   3,320,900     45.85     3,320,900     538.7  

December 1-31

   3,055,900     48.61     3,055,900     390.2  
                    

2010 Total

   13,914,900    Ps.43.8242     13,914,900     864.3  
                    

(1)We do not repurchase our shares other than through the share repurchase program. These shares were purchased in open-market transactions.
(2)During 2010 AMP did not buy any of our shares.
(3)We periodically repurchase our shares on the open market using funds authorized by our shareholders specifically for the repurchase of our shares by us at our discretion. At the General Ordinary Shareholders’ Meeting held on April 28, 2008, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps.55 million for the period from April 28, 2008 to April 27, 2009. At the General Ordinary Shareholders’ Meeting held on April 28, 2009, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps. 864.3 million for the period from April 28, 2009 to April 27, 2010. At the General Ordinary Shareholders’ Meeting held on June 2, 2010, a stock buyback program was approved under Mexican Securities Law for a maximum amount of Ps. 1.0 billion for the period from July 22, 2010 to April 27, 2011. At the General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps. 473.5 million for the twelve months following the meeting.

As of December 31, 2008, there was a balance of 1,720,000 repurchased shares on our Consolidated Balance Sheets. Additionally, during 20062009 the Company bought 360,000 shares. These 2,080,000 shares were relocated in the market in 2009. As of December 31, 2009, there was no balance of repurchased shares on our Consolidated Balance Sheets. As of December 31, 2010, there was a balance of 13,914,900 repurchased shares on our Consolidated Balance Sheets.

Item 16F.Change in Registrant’s Certifying Accountant.

Not applicable.

Item 16G.Corporate Governance

Pursuant to Section 303A.11 of the Listed Company Manual of the New York Stock Exchange, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Securities Market Law and 2007.the regulations issued by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). We also generally comply on a voluntary basis with the Mexican Code of Best Corporate Practices (Código de Mejores Prácticas Corporativas), which was created in January 2001 by a group of Mexican business leaders and

163


was endorsed by the Mexican Banking and Securities Commission. On an annual basis, we file a report with the Mexican Banking and Securities Commission and the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.

The table below discloses the significant differences between our corporate governance practices and the NYSE standards.

NYSE Standards for

Domestic Listed Companies1

Our Corporate Governance Practices

Director Independence.

§303A.01 specifies that listed companies must have a majority of independent directors.

To qualify as independent, a director must satisfy the criteria set forth in §303A.02. In particular, a director is not independent if such director is:

(i) a person who the board determines has a material direct or indirect relationship with the company, its parent or a consolidated subsidiary;

(ii) an employee, or an immediate family member of an executive officer, of the company, its parent or a consolidated subsidiary, other than employment as interim chairman or CEO;

(iii) a person who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services only (and other than compensation for service as interim chairman or CEO or received by an immediate family member for service as a non-executive employee);

(iv) a person who is affiliated with or employed, or whose immediate family member is affiliated with or employed in a professional capacity, by a present or former internal or external auditor of the company, its parent or a consolidated subsidiary;

(v) an executive officer, or an immediate family member of an executive officer, of another

Pursuant to the Securities Market Law and Article 15 of our bylaws, at least 25% of the members of our board of directors must be independent. Determinations regarding independence must be made by our shareholders applying the provisions of the Securities Market Law and our bylaws (which incorporate Section 10A-3 of the Exchange Act).

The determination of independence under the Securities Market Law differs in certain respect from the provisions of §303A.02. Under Article 26 of the Securities Market Law, a director is not independent if such director is:

(i) an employee or officer of the company or of another company that is a member of the same corporate group (consorcio o grupo empresarial) as the company (or a person who has been so within the prior year);

(ii) a person that, without being an employee or officer of the company, has influence or authority over the company or its officers, or over another company that is a member of the same corporate group as the company;

(iii) an important client, supplier, debtor or creditor (or a partner, director or employee thereof). A client or supplier is considered important if its sales to or purchases from the company represent more than 10% of its total sales or purchases within the prior year. A debtor or creditor is considered important if the aggregate amount of the relevant loan represents more than 15% of its or the company’s aggregate assets;

1

References to sections are references to sections of the New York Stock Exchange Listed Company Manual. Pursuant to Section 303A.00 thereof, foreign private issuers, such as us, are exempt from the corporate governance standards of the exchange, with certain exceptions.

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NYSE Standards for

Domestic Listed Companies1

Our Corporate Governance Practices

company whose compensation committee’s membership includes an executive officer of the listed company, its parent or a consolidated subsidiary; or

(vi) an executive officer or employee of a company, or an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (charities are not included, but any such payments must be disclosed in the company’s proxy (or, if no proxy is prepared, its Form 10-K / annual report)).

(iv) a shareholder that is a part of the control group of the company; or

(v) a family member, spouse or concubine of any of the persons mentioned in (i) through (iv) above.

Currently, our board of directors consists of 11 directors. Seven of such directors have been qualified as independent by our shareholders in accordance with the Securities Market Law and our bylaws.

Executive Sessions.
§303A.03 specifies that non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.Mexican law, our bylaws and the Mexican Code of Best Corporate Practices, which we adhere to, do not provide for non-management executive sessions. None of our managers are members of either our board of directors or our other committees, except that our chief executive officer is the chairman of our Operating Committee, as provided for in Article 27 of our bylaws.

165


Committees for Director Nominations and Compensation and for Corporate Governance.

§303A.04(a) specifies that listed companies must have a nominating/corporate governance committee composed entirely of independent directors.

§303A.05(a) specifies that listed companies must have a compensation committee composed entirely of independent directors.

We have a “Nominations and Compensation Committee.” We also have an Audit Committee, which, pursuant to Article 31 of our bylaws, has been assigned certain corporate governance (prácticas societarias) oversight obligations mandated by the Securities Market Law.

Under Mexican corporate law, a corporation’s “board committees,” except for audit and corporate governance committees, need not be composed only of members of the corporation’s board of directors. Article 28 of our bylaws provides that at least a majority of the members of our Nominations and Compensation Committee must be members of our board of directors. No express independence requirements apply to this committee. Currently, the committee consists of 2 members, both of whom are members of our board of directors, and one of whom is independent as defined under the Securities Market Law and Section 10A-3 of the Exchange Act.

See below for a description of the composition of our Audit Committee.

Audit Committee.

§303A.06 specifies that listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.

§303A.07 specifies other requirements for audit committees.

Foreign private issuers, such as us, are subject to §303A.06 and thus must comply with Rule 10A-3. We are in compliance with Rule 10A-3 and, as such, our Audit Committee consists entirely of members of our board of directors who meet the independence requirements prescribed in that rule. (The Securities Market Law likewise contains a requirement that our Audit Committee be entirely independent.)

We are not subject to §303A.07. As such, our Audit Committee charter (contained in Article 32 of our bylaws) does not make provision for every one of the specific duties required by §303A.07.

Corporate Governance Guidelines.
§303A.09 specifies that listed companies must adopt and disclose corporate governance guidelines.Mexican law does not require us to disclose corporate governance guidelines and we have not done so. However, pursuant to the Securities Market Law, we have adopted board guidelines covering corporate governance matters such as the use of corporate assets, certain transactions with related parties (including loans to officers), repurchases of shares, communications with shareholders, managers and directors, and other matters.

166


Code of Ethics.
§303A.10 specifies that corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers.We have adopted a code of ethics, which has been accepted by all of our directors and executive officers and other personnel. A copy of our code of ethics is available on our website: www.aeropuertosgap.com.mx

Equity compensation plans.

§303A.08 & 312 03 specify that equity compensation plans require shareholder approval, subject to limited exemptions.

Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. No equity-compensation plans have been approved by our shareholders.

Shareholder Approval for Issuance of Securities.

§§312 03(b)-(d) specify that issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval.

Mexican law and our bylaws require us to obtain shareholder approval of the issuance of new equity securities.

Conflicts of Interest.

§307 00 specifies that the determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight.

§312.03(b) specifies that certain issuances of common stock to a related party require shareholder approval.

Pursuant to Mexican law, our bylaws and applicable internal guidelines, provided that the corporate practices committee of our board of directors has opined favorably, our board of directors must vote on whether or not to grant approval of certain transactions with a related party (1) that are outside the ordinary course of our business or (2) that are at non-market prices. A director with an interest in the transaction is not permitted to vote on its approval.

Solicitation of Proxies.

§§402 01 & 402 04 specifies that the solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE.

We are not required to distribute proxy materials to, or solicit the return of proxies from, our shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote through a representative using a power of attorney. Under the new Mexican Securities Market Law, we have to make power of attorney forms available to shareholders at their request. Under the deposit agreements relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to vote at the shareholders’ meeting through the depositary.

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PART III

 

Item 17.Financial Statements

Not applicable.

 

Item 18.Financial Statements

See pagesour consolidated financial statements beginning on page F-1, through F-46, incorporated herein by reference. The following is an index to the financial statements:

Consolidated Financial Statements for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

 

   Page

Report of Independent Registered Public Accounting Firm

  F-1F-3

Consolidated Balance Sheets as of December 31, 20072010 and 20062009

  F-2F-4

Consolidated Statements of Income for the Years Ended December 31, 2007, 20062010, 2009 and 20052008

  F-4F-6

Consolidated Statements of Changes in Stockholders’Shareholders’ Equity for the Years Ended December  31, 2007, 20062010, 2009 and 20052008

  F-5F-7

Consolidated Statements of Changes in Financial PositionCash Flows for the Years Ended December 31, 2007, 20062010, 2009 and 20052008

  F-6F-8

Notes to Consolidated Financial Statements

  F-7F-10

Item 19.Exhibits

Documents filed as exhibits to this annual report:

 

Exhibit No.

  

Description

1.1

  An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2005, filed on May 10, 2007).

2.1

  Deposit Agreement among the Company, The Bank of New York Mellon (formerly The Bank of New York) and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).

3.1

  Trust Agreement among the Company, AMP and Bancomext, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).

4.1

  Amended and Restated Guadalajara Airport Concession Agreement and annexes thereto, together with an English translation and a schedule highlighting the differences between this concession and the Company’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).

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4.2

  Participation Agreement and Amendment No. 1 thereto among the Registrant, the Mexican Federal Government through the Ministry of Communications and Transportation, Nacional Financiera, S.N.C., Grupo Aeroportuaria del Pacífico, S.A. de C.V.,the Company, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., Grupo Empresarial Ángeles, S.A. de C.V., Bancomext, and the Mexican Airport and Auxiliary Services Agency, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).

4.3

  Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., and Grupo Empresarial Ángeles, S.A. de C.V., together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).

4.4

Professional Services Agreement between Aeropuerto de Guadalajara, S.A. de C.V. and AENA Desarrollo Internacional, S.A. dated as of August 4, 2008 (English translation) and a schedule highlighting the differences between this agreement and similar agreements with the Company’s other airport operating subsidiaries.
8.1

  List of subsidiaries of the Company.*

11.1

  Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2005, filed on May 10, 2007).

12.1

  Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

12.2

  Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

13.1

  Certifications of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

*Filed herewith.

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities or results in an incurrence of debt in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

169


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

 

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
By:/s/    RODRIGO GUZMÁN PERERA        
Name: Rodrigo Guzmán Perera
Title: Chief Financial Officer

Dated: June 15, 2011

170


 

Grupo Aeroportuario del Pacífico,

S.A.B. de C.V. and Subsidiaries

 
By:

/s/ RODRIGO GUZMÁN PERERA

 Name:Rodrigo Guzmán Perera
Title:ChiefConsolidated Financial Officer
Dated:Statements as of December 31, 2010 and 2009, and for the Years Ended December 31, 2010, 2009 and 2008, and Report of Independent Registered Public Accounting Firm Dated June 27, 20089, 2011 

Grupo Aeroportuario del Pacífico,

S.A.B. de C.V. and SubsidiariesF-1

Consolidated Financial Statements for

the Years Ended December 31, 2007, 2006 and

2005, and Report of Independent Registered

Public Accounting Firm Dated

June 16, 2008


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Report of Independent Registered Public Accounting Firm and 2007, 20062010, 2009 and 20052008 Consolidated Financial Statements

 

Contents

  Page

Report of Independent Registered Public Accounting Firm

  1F-3

Consolidated Balance Sheets as of December 31, 2010 and 2009

  2-3F-4-F-5

Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008

  4F-6

Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December  31, 2010, 2009 and 2008

  5F-7

Consolidated Statements of Changes in Financial PositionCash Flows for the Years Ended December 31, 2010, 2009 and 2008

  6F-8-F-9

Notes to Consolidated Financial Statements

  7-46F-10-F-57

F-2


Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

We have audited the accompanying consolidated balance sheets of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 20072010 and 2006,2009, and the related consolidated statements of income, changes in stockholders’ equity and changes in financial positioncash flows for each of the three years in the period ended December 31, 2007.2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the financial reporting standards used and significant estimates made by the management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries as of December 31, 20072010 and 2006,2009, and the results of their operations changes inand their stockholders’ equity and changes in their financial positioncash flows for each of the three years in the period ended December 31, 2007,2010, in conformity with Mexican Financial Reporting Standards.

As mentioned in Note 3, beginning January 1, 2010, the Company adopted Mexican Financial Reporting Standard C-1,Cash and Cash Equivalents and Interpretation to Mexican Financial Reporting Standards 17,Service Concession Contracts.

Mexican Financial Reporting Standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 2427 to the consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2007,2010, based on the criteria established inInternal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June 16, 20089, 2011 expressed an unqualified opinion on the Company’s internal control over financial reporting.

The accompanying consolidated financial statements have been translated into English solely for the convenience of readers.

Galaz, Yamazaki, Ruiz Urquiza, S. C.

Member of Deloitte Touche Tohmatsu Limited

C.P.C. Ramón Alvarez Cisneros

Guadalajara, Jalisco, Mexico

June 16, 20089, 2011

F-3


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 20072010 and 20062009

(In thousands of Mexican Pesos of purchasing power of December 31, 2007)Pesos)

 

  2007  2006  2010   2009 

Assets

        

Current assets:

        

Cash and cash equivalents (Note 4)

  Ps.1,426,683  Ps.931,109  Ps.2,348,807    Ps.2,173,586  

Financial investments held for trading purposes (Note 5)

   239,367   129,658   233,915     279,621  

Trade accounts receivable – net (Note 6)

   470,310   407,082   296,146     453,856  

Recoverable taxes, mainly recoverable tax on assets (Note 16.b)

   168,824   234,284

Recoverable taxes, mainly recoverable tax on assets (Note 19.b)

   142,226     260,253  

Embedded derivatives

   49   44   266     109  

Other accounts receivable

   8,251   5,763   1,739     2,251  
              

Total current assets

   2,313,484   1,707,940   3,023,099     3,169,676  

Buildings, building improvements, machinery and equipment – net (Note 7)

   3,180,978   2,450,369

Airport concessions – net (Note 8)

   17,619,994   18,051,504

Rights to use airport facilities – net (Note 9)

   2,383,582   2,483,565

Other acquired rights – net (Note 10)

   862,419   883,505

Recoverable income taxes (Note 16.a)

   11,445   82,664

Machinery, equipment and improvements on leased buildings – net (Note 7)

   447,166     364,101  

Improvements to concession assets – net (Note 8)

   4,148,039     3,513,391  

Airport concessions – net (Note 9)

   16,325,463     16,756,973  

Rights to use airport facilities – net (Note 10)

   2,102,111     2,188,235  

Other acquired rights – net (Note 11)

   799,180     820,288  

Recoverable income taxes (Note 19.a)

   23,022     23,022  

Recoverable tax on assets (Note 19.f)

   396,318     396,240  

Embedded derivatives

   24,879   19,152   11,292     16,321  

Deferred income taxes (Note 16.e)

   1,047,619   712,423

Preoperating costs

   29,186   32,420

Intangible asset for labor obligations (Note 11)

   22,985   24,579

Hedging derivative financial instrument (Note 12)

   7,138     13,647  

Deferred income taxes – net (Note 19.e)

   1,536,986     1,072,384  

Deferred statutory employee profit sharing (Notes 18.c)

   7,475     6,077  

Other assets

   29,706   26,979   61,993     41,560  
              

Total

  Ps. 27,526,277  Ps. 26,475,100  Ps.28,889,282    Ps.28,381,915  
              

(Continued)

 

2F-4


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 20072010 and 20062009

(In thousands of Mexican Pesos of purchasing power of December 31, 2007)Pesos)

 

  2007  2006  2010 2009 

Liabilities and Stockholders’ Equity

       

Current liabilities:

       

Bank loans (Note 12)

  Ps.85,714  Ps.—  

Current portion of long-term bank loans (Note 14)

  Ps.266,492   Ps.193,965  

Concession taxes payable

   25,179   23,743   26,791    17,140  

Due to Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party (Note 15)

   70,575   53,597

Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party (Note 17)

   64,784    50,767  

Accounts payable

   336,321   133,274   403,724    275,478  

Taxes payable, other than income and concession taxes payable

   30,722   47,454   18,429    47,652  

Income tax and tax on assets payable

   23,841   18,666

Reorganization provision (Note 25.a)

   28,000   —  

Income tax and business flat tax payable

   123,721    27,455  
             

Total current liabilities

   600,352   276,734   903,941    612,457  

Deposits received

   34,613   33,788   226,412    97,743  

Labor obligations (Note 11)

   36,890   34,216

Bank loans (Note 12)

   492,857   —  

Employee benefits (Note 13)

   45,216    35,158  

Long-term bank loans (Note 14)

   1,042,808    856,003  
             

Total liabilities

   1,164,712   344,738   2,218,377    1,601,361  
             

Commitments and contingencies (Notes 17 and 18)

    

Stockholders’ equity (Note 13):

    

Commitments and contingencies (Notes 20 and 21)

   

Stockholders’ equity (Note 15):

   

Common stock

   24,344,476   24,344,476   24,344,476    24,344,476  

Legal reserve

   225,082   179,122   432,341    372,369  

Fund for repurchase of shares

   1,000,000    864,265  

Repurchased shares

   (609,809  —    

Retained earnings

   1,792,007   1,606,764   1,503,897    1,199,444  
             

Total stockholders’ equity

   26,361,565   26,130,362   26,670,905    26,780,554  
             

Total

  Ps. 27,526,277  Ps. 26,475,100  Ps.28,889,282   Ps.28,381,915  
             

(Concluded)

See accompanying notes to consolidated financial statements.

 

3F-5


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Income

For the years ended December 31, 2010, 2009 and 2008

(In thousands of Mexican Pesos)

   2010  2009  2008 

Revenues (Note 23):

    

Aeronautical services

  Ps.2,957,763   Ps.2,537,262   Ps.2,762,198  

Non-aeronautical services

   758,803    728,978    728,587  
             
   3,716,566    3,266,240    3,490,785  

Improvements to concession assets (Note 3.t)

   657,103    —      —    
             

Total revenues

   4,373,669    3,266,240    3,490,785  
             

Operating costs:

    

Cost of services (Note 24)

   963,872    869,315    952,729  

Technical assistance fees (Note 17)

   128,384    111,721    118,226  

Concession taxes

   185,017    162,507    173,533  

Depreciation and amortization (Note 25)

   879,941    828,835    798,251  
             
   2,157,214    1,972,378    2,042,739  

Cost of improvements to concession assets (Note 3.t)

   657,103    —      —    
             

Total costs

   2,814,317    1,972,378    2,042,739  
             

Income from operations

   1,559,352    1,293,862    1,448,046  
             

Other (expense) income – net (Note 18)

   (1,965  (11,710  7,543  

Net comprehensive financing income:

    

Interest income

   192,874    185,343    163,071  

Interest expense

   (135,268  (75,564  (57,518

Exchange (loss) gain – net

   (14,509  (26,149  92,402  

(Loss) gain from embedded derivatives

   (4,872  (25,421  16,923  
             
   38,225    58,209    214,878  
             

Income before income taxes

   1,595,612    1,340,361    1,670,467  

Income tax expense (Note 19.c)

   95,452    140,917    129,625  
             

Consolidated net income

  Ps.1,500,160   Ps.1,199,444   Ps.1,540,842  
             

Weighted average number of common shares outstanding

   558,245,610    560,473,972    560,594,812  
             

Basic earnings per share (in Mexican Pesos)

  Ps.2.6872   Ps.2.1400   Ps.2.7486  
             

See accompanying notes to consolidated financial statements.

F-6


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2010, 2009 and 2008

(In thousands of Mexican Pesos)

  Number of
Shares
  Common Stock  Legal
Reserve
  Fund for
Repurchase of
Shares
  Repurchased
Shares
  Retained
Earnings
  Total
Stockholders’
Equity
 

Balances as of January 1, 2008

  561,000,000   Ps.24,344,476   Ps.225,082   Ps.—     Ps.—     Ps.1,792,007   Ps.26,361,565  

Transfer of earnings to legal reserve and fund for repurchase of shares (Note 15.d)

  —      —      70,141    55,000    —      (125,141  —    

Repurchase of 1,720,000 shares (Note 15.d)

  —      —      —      —      (44,227  —      (44,227

Dividends declared and paid, 2.0000 pesos per share (Note 15.c)

  —      —      —      —      515    (1,122,000  (1,121,485

Cumulative initial effect of deferred statutory employee profit sharing (Note 15.b)

  —      —      —      —      —      951    951  

Comprehensive income

  —      —      —      —      —      1,540,842    1,540,842  
                            

Balances as of December 31, 2008

  561,000,000    24,344,476    295,223    55,000    (43,712  2,086,659    26,737,646  

Transfer of earnings to legal reserve and fund for repurchase of shares (Note 15.e)

  —      —      77,146    809,265    —      (886,411  —    

Repurchase of 360,000 shares (Note 15.e)

  —      —      —      —      (10,248  —      (10,248

Sale of repurchased shares

(Note 15.e)

  —      —      —      —      53,960    (248  53,712  

Dividends declared and paid, 2.1390

pesos per share (Note 15.f)

  —      —      —      —      —      (1,200,000  (1,200,000

Comprehensive income

  —      —      —      —      —      1,199,444    1,199,444  
                            

Balances as of December 31, 2009

  561,000,000    24,344,476    372,369    864,265    —      1,199,444    26,780,554  

Dividends declared and paid, 1.7825

pesos per share (Note 15.h)

  —      —      —      —      —      (1,000,000  (1,000,000

Transfer of earnings to legal reserve and fund for repurchase of shares (Note 15.i)

  —      —      59,972    135,735    —      (195,707  —    

Repurchase of 13,914,900 shares (Note 15.i)

  —      —      —      —      (609,809  —      (609,809

Comprehensive income

  —      —      —      —      —      1,500,160    1,500,160  
                            

Balances as of December 31, 2010

  561,000,000   Ps.24,344,476   Ps.432,341   Ps.1,000,000   Ps.(609,809)   Ps.1,503,897   Ps.26,670,905  
                            

See accompanying notes to consolidated financial statements.

F-7


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2010, 2009 and 2008

(In thousands of Mexican Pesos)

   2010  2009  2008 

Operating activities:

    

Earnings before income taxes

  Ps.1,595,612    Ps.1,340,361   Ps.1,670,467  

Non-cash activities:

    

Employee benefits

   10,058    10,037    11,216  

Deferred statutory employee profit sharing

   (1,398  (1,160  (3,597

Loss (gain) from embedded derivatives

   4,872    25,421    (16,923

Inflationary effects on recoverable tax on assets

   (16,798  (6,285  (14,642

Financial investments held for trading purposes

   45,706    (4,384  (35,870

Items related to investing activities:

    

Depreciation and amortization

   879,941    828,835    798,251  

Loss on sale of fixed assets

   616    6,859    4,480  

Allowance for doubtful accounts – long-term

   (108  4,123    —    

Items related to financing activities:

    

Loss on hedging derivative financial instrument

   6,509    1,020    —    

Interest expense

   101,638    53,766    47,944  
             
   2,626,648    2,258,593    2,461,326  

(Increase) decrease in:

    

Trade accounts receivable

   157,710    118,202    (101,748

Recoverable income tax and other current assets

   (13,290  62,771    (127,849

Recoverable tax on assets

   34,961    42,313    111,847  

Recoverable income tax on dividends

   119,763    44,663    (45,952

Increase (decrease) in:

    

Concession taxes payable

   9,651    (8,645  606  

Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party

   14,017    (11,277  (8,531

Accounts payable

   (1,773  19,770    (192,425

Taxes payable, other than income and concession taxes payable

   (29,223  446    16,484  

Reorganization provision

   —      —      (28,000

Income taxes paid

   (469,963  (372,292  (476,490

Deposits received

   128,669    57,831    5,299  
             

Net cash provided by operating activities

   2,577,170    2,212,375    1,614,567  
             

Investing activities:

    

Purchases of machinery, equipment, improvements to leased buildings and improvements to concession assets

   (905,008  (541,249  (524,922

Other deferred assets

   (30,505  (865  2,948  
             

Net cash used in investing activities

   (935,513  (542,114  (521,974
             

Excess cash to apply to financing activities

   1,641,657    1,670,261    1,092,593  

(Continued)

F-8


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of IncomeCash Flows

For the years ended December 31, 2007, 20062010, 2009 and 20052008

(In thousands of Mexican Pesos of purchasing power of December 31, 2007, except share and per share data)Pesos)

 

   2007  2006  2005 

Revenues (Notes 15 and 20):

    

Aeronautical services

  Ps. 2,812,869  Ps. 2,480,210  Ps.2,281,135 

Non-aeronautical services

   664,455   565,983   516,509 
             
   3,477,324   3,046,193   2,797,644 
             

Operating costs:

    

Cost of services (Note 21)

   839,119   759,747   702,563 

Technical assistance fees (Note 15)

   125,857   109,277   99,718 

Concession taxes (Note 15)

   172,846   151,333   138,944 

Depreciation and amortization (Note 22)

   754,097   744,137   666,276 
             
   1,891,919   1,764,494   1,607,501 
             

Income from operations

   1,585,405   1,281,699   1,190,143 
             

Other income (expense) – net

   (2,352)  245   (1,602)

Net comprehensive financing income (expense):

    

Interest income

   172,882   77,957   96,978 

Interest expense

   (20,076)  —     —   

Exchange gain (loss) – net

   (2,078)  5,551   (11,671)

Monetary position loss

   (59,117)  (55,169)  (50,916)

Gain (loss) from embedded derivatives

   5,732   1,850   (21,907)
             
   97,343   30,189   12,484 
             

Income before income taxes

   1,680,396   1,312,133   1,201,025 

Income tax expense (Note 16)

   277,577   384,108   489,757 
             

Consolidated net income

  Ps.1,402,819  Ps.928,025  Ps.711,268 
             

Weighted average number of common shares outstanding

   561,000,000   561,000,000   561,000,000 
             

Basic earnings per share (in Mexican Pesos)

  Ps.2.5006  Ps.1.6542  Ps.1.2679 
             
   2010  2009  2008 

Financing activities:

    

Dividends declared and paid

   (1,000,000  (1,200,000  (1,121,485

Repurchase of shares

   (609,809  (10,248  (44,227

Sales of repurchased shares

   —      53,712    —    

Bank loans

   507,692    413,754    344,000  

Payments on bank loans

   (248,360  (163,786  (122,571

Interest paid on bank loans

   (115,959  (81,444  (68,989

Hedging derivative financial instrument

   —      (14,667  —    
             

Net cash used in financing activities

   (1,466,436  (1,002,679  (1,013,272
             

Net increase in cash and cash equivalents

   175,221    667,582    79,321  

Cash and cash equivalents at beginning of year

   2,173,586    1,506,004    1,426,683  
             

Cash and cash equivalents at end of year

  Ps.2,348,807   Ps.2,173,586   Ps.1,506,004  
             

Non-cash investing activity:

    

Purchases of machinery, equipment, improvements to leased buildings and improvements to concession assets on account

  Ps.227,373   Ps.101,296   Ps.223,530  
             

(Concluded)

See accompanying notes to consolidated financial statements.

 

4F-9


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Notes to Consolidated Financial Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2007, 20062010, 2009 and 20052008

(In thousands of Mexican Pesos of purchasing power of December 31, 2007, except share data)

   Number of
Shares
  Common
Stock
  Legal
Reserve
  Retained
Earnings
  Cumulative
Initial Effect of
Deferred
Income Taxes
  Total
Stockholders’
Equity
 

Balances as of January 1, 2005

  561,000,000  Ps. 24,344,476  Ps. 105,368  Ps. 1,607,778  Ps. 343,737  Ps. 26,401,359 

Transfer of earnings to legal reserve

  —     —     21,359   (21,359)  —     —   

Dividends declared and paid, 2.0249 pesos per share (Note 13.b and 13.d)

  —     —     —     (1,135,979)  —     (1,135,979)

Comprehensive income

  —     —     —     711,268   —     711,268 
                        

Balances as of December 31, 2005

  561,000,000   24,344,476   126,727   1,161,708   343,737   25,976,648 

Transfer of earnings to legal reserve

  —     —     35,208   (35,208)  —     —   

Transfer of cumulative initial effect of

deferred income taxes to retained earnings and legal reserve (Note 13.g)

  —     —     17,187   326,550   (343,737)  —   

Dividends declared and paid, 1.3802 pesos per share (Notes 13.f)

  —     —     —     (774,311)  —     (774,311)

Comprehensive income

  —     —     —     928,025   —     928,025 
                        

Balances as of December 31, 2006

  561,000,000   24,344,476   179,122   1,606,764   —     26,130,362 

Transfer of earnings to legal reserve

  —     —     45,960   (45,960)  —     —   

Dividends declared and paid, 2.0884 pesos per share (Note 13.h)

  —     —     —     (1,171,616)  —     (1,171,616)

Comprehensive income

  —     —     —     1,402,819   —     1,402,819 
                        

Balances as of December 31, 2007

  561,000,000  Ps.24,344,476  Ps.225,082  Ps.1,792,007  Ps.—    Ps.26,361,565 
                        

See accompanying notes to consolidated financial statements.

5


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Changes in Financial Position

For the years ended December 31, 2007, 2006 and 2005

(In thousands of Mexican Pesos of purchasing power of December 31, 2007)

   2007  2006  2005 

Operating activities:

    

Consolidated net income

  Ps. 1,402,819  Ps. 928,025  Ps. 711,268 

Items that did not require (generate) resources:

    

Depreciation and amortization

   754,097   744,137   666,276 

Provision for labor obligations

   4,268   2,163   3,709 

(Gain) loss from embedded derivatives

   (5,732)  (1,850)  21,907 

Deferred income taxes

   (229,601)  109,141   122,727 
             
   1,925,851   1,781,616   1,525,887 

Changes in operating assets and liabilities:

    

(Increase) decrease in:

    

Financial investments held for trading purposes

   (109,709)  (4,415)  144,819 

Trade accounts receivable – net

   (63,228)  (16,393)  10,325 

Recoverable taxes and other accounts receivable

   62,972   (219,284)  (16,441)

Recoverable tax on assets

   (105,595)  (63,634)  (158,869)

Recoverable income taxes

   71,219   11,736   6,401 

Increase (decrease) in:

    

Concession taxes payable

   1,436   1,529   1,577 

Due to Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party

   16,978   8,570   18,049 

Income tax and tax on assets payable

   5,175   (12,092)  2,934 

Deposits received

   825   10,266   3,651 

Reorganization provisions

   28,000   —     —   

Taxes payable, other than income and concession taxes payable

   (16,732)  12,610   (26,574)

Accounts payable

   203,044   14,959   47,852 
             

Net resources generated by operating activities

   2,020,236   1,525,468   1,559,611 
             

Financing activities:

    

Dividends paid

   (1,171,616)  (774,311)  (1,135,979)

Bank loans

   600,000   —     —   

Bank loans payments

   (21,429)  —     —   
             

Net resources used in financing activities

   (593,045)  (774,311)  (1,135,979)
             

Investing activities:

    

Buildings, building improvements, machinery and equipment

   (932,280)  (654,544)  (628,254)

Preoperating costs

   —     (6,822)  (7,140)

Other assets

   663   (4,394)  1,184 
             

Net resources used in investing activities

   (931,617)  (665,760)  (634,210)
             

Cash and cash equivalents:

    

Net increase (decrease)

   495,574   85,397   (210,578)

Balance at beginning of year

   931,109   845,712   1,056,290 
             

Balance at end of year

  Ps.1,426,683  Ps.931,109  Ps.845,712 
             

See accompanying notes to consolidated financial statements.

6


Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

Notes to Consolidated Financial Statements

For the years ended December 31, 2007, 2006 and 2005

(In thousands of Mexican Pesos of purchasing power of December 31, 2007, except share and per share data)Pesos)

 

1.Activities and significant events

 

 a.Activities

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company” or “GAP”) was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico’s Pacific region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, San José del Cabo,Los Cabos, Silao (Bajío)(Guanajuato), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes.

The Company began operations on November 1, 1998. Prior to that date, the Company’s activities were carried out by Aeropuertos y Servicios Auxiliares (“ASA”), a Mexican Government agency, which was responsible for the operation of all public airports in Mexico.

In June 1998, the subsidiaries of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. were granted concessions by the Ministry of Communications and Transportation (“SCT”) to manage, operate and develop each of the Pacific Group’s 12 airports and benefit from the use of the airport facilities, for a 50-year term beginning November 1, 1998. The cost of the concessions, which totaled Ps. 24,210,213 (Ps. 15,938,360 nominal pesos), was determined by the Mexican Government in August 1999, based upon the price paid by Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (“AMP”, the strategic stockholder of the Company) for its interests in GAP. On August 20, 1999, GAP entered into a Liabilities Assumption Agreement with each of its subsidiaries, whereby it assumed the liabilities incurred by each subsidiary derived from obtaining the concession. Such liabilities were capitalized by GAP as equity in favor of the Mexican Government on such date.

The term of the concessionconcessions may be extended under certain circumstances by the SCT, for terms not to exceed an additional 50 years. Beginning on November 1, 1998, the Company is required to pay an annual tax to the Mexican Government, through the SCT, for use of the public property, equivalent to 5% of each concessionaire’s annual gross revenues, according to the concession terms and the Mexican Federal Duties Law.

Title to all of the long-term fixed assets within the airports is retained by the Mexican Government. Accordingly, upon expiration of the term of the concessions granted to the Company, the assets, including all of the improvements made to the airport facilities during the term of the concessions, shall automatically revert to the Mexican Government. Additionally, ASA and other agencies of the Mexican Government maintain the rights to provide certain services such as air traffic control, fuel supply and immigration control.

b.Significant events

On February 24, 2006, the Company made an initial public offering of its Series “B” shares, under which the Mexican Government, which held 85% of the voting common stock of the Company sold its shares, both in the United States of America, via the New York Stock Exchange (under the symbol “PAC”(“NYSE”), and in Mexico, via the Mexican Stock Exchange (under the symbol “GAP-B”(“BMV”). Consequently, as of such date, the Company became a public entity in both Mexico and in the United States of America and is required to meet the various legal obligations and legal provisionsregulations applicable in each country for public entities.

 

7F-10


b.Significant events

At an Ordinary General Stockholders’ Meeting held on April 28, 2008, the stockholders approved a stock repurchase program up to a maximum amount of Ps. 55,000, as mentioned in Note 15.d.

At an Ordinary General Stockholders’ Meeting held on April 28, 2009, the stockholders approved an increase to the stock repurchase program to repurchase up to a maximum amount of Ps. 864,265, as mentioned in Note 15.e.

On August 31, 2007,December 9, 2009, the Los Cabos, Puerto Vallarta, Hermosillo and Bajio airports signedCompany entered into an unsecured credit agreement with Banco Nacional de México,Mexico, S.A. (Banamex)(“Banamex”) and HSBC Mexico, S.A. (“HSBC”), for the Guadalajara, Puerto Vallarta, Hermosillo and Guanajuato airports, for a combined amount of Ps. 1,214 million. This amount will be available for disbursement in three separate tranches651,446. Funds were disbursed on two different dates, as follows: a) Ps. 600.0 million on September 7, 2007, b) Ps. 344.0 million at any time until January 31, 2008, and c) Ps. 270.0 million at any time until January 31, 2009. Amounts disbursed under the credit agreement will be used for financing capital investments, mainly those under the Master Development Program (as described in Note 17.b)14.

On December 23, 2009, a trust was created to guarantee payment under the contract “Turn-Key Design, Supply, Installation and Starting up of a System to Inspect 100% of Documented Baggage” entered into with Rapiscan Systems, S.A. de C.V. (“Rapiscan”). Each borrowing matures seven years from the date of disbursement and bears fixed interest at a rate of 8.52% on unpaid balances. Interest payments and amortization of principal will be payable in 28 equal and consecutive quarterly payments beginning three months after the disbursement date; principal and interest are due on the same date. The Company hascontract was executed to comply with certain covenantsthe requirement of supplying a system for inspection of documented and obligationsin-cabin baggage and Rapiscan will be in charge of construction of the entire project. On February 25, 2010, the Company signed a modification to the trust agreement, making it an irrevocable trust and assigning all cash contributed to the trust solely for payments to Rapiscan, for advances in the project at each airport.

On May 27, 2010, the Nominations and Compensation Committee members (“CNC”), through their President, announced that, in their opinion: (i) given that the time period, as discussedrequired by the Mexican Securities Law as well as by the Company’s by-laws, for the election of its independent board members had passed since the last election (Ordinary Stockholders’ Meeting held on April 28, 2009), in the view of the CNC, the terms of the independent board members had ended; and (ii) given that the Chairman of the Board was neither nominated nor confirmed during the Ordinary Stockholders’ Meeting held on April 27, 2010, the term for the person holding this position had also ended. As a result, the CNC believed that the position of Chairman automatically corresponded to the first board member named during the deliberation of Item VII of the Ordinary Stockholders’ Meeting held on April 27, 2010, Mr. Demetrio Ullastres Llorente, who will remain in this position until the stockholders elect a new Chairman of the Board. The Board of Directors held a meeting on June 2, 2010 (composed only by board members representing the Series BB stockholders, since the independent board members’ terms had ended as per the notification by the CNC). At the meeting, the following independent board members were provisionally and unanimously elected: José Manuel Rincón Gallardo Purón, Ernesto Vega Velasco, Francisco Javier Fernández Carbajal, Francisco Glennie y Graue, León Falic, Jaime Cortés Rocha, and Carlos Eduardo Bravo Almenar. The first four independent board members have held the position of independent board members since 2006. At the Ordinary General Stockholders’ Meeting held from July 22 to July 25, 2010, the members elected provisionally by the Board of Directors were confirmed and further ratified at the Ordinary General Stockholders’ Meeting called by the Audit Committee, held from September 1, to September 4, 2010. However, the stockholders of Controladora Mexicana de Aeropuertos, S.A. de C.V., which is the owner of 33% of the shares of AMP, strategic partner of GAP, which in turn owns 15% of the total outstanding Series “BB” shares of GAP, questioned the validity of the previously mentioned resolutions. As a result of these disagreements, the BMV and NYSE temporarily suspended trading of the Company’s shares from June 2 to June 14, 2010. On June 14, 2010, the Company clarified the facts and issued a press release explaining that under Mexican law, all corporate actions are presumed to be legal and valid unless challenged through the appropriate channels and held to be invalid by a judge.

At an Ordinary General Stockholders’ Meeting held from July 22 to July 25, 2010, the stockholders approved a second stock repurchase program to repurchase up to a maximum amount of Ps. 1,000,000, as mentioned in Note 12; such covenants do not impose cash restrictions.15.i.

F-11


On November 8, 2007, CorporativoAugust 2, 2010, Compañía Mexicana de Servicios Aeroportuarios,Aviación, S.A. de C.V. (“Corsa”Mexicana”), which represented 18.3% of the Company’s total passenger traffic during the first half of 2010, announced it filed an insolvency petition seeking to restructure its costs and ensure the company’s viability. On August 27, 2010, Grupo Mexicana (“GMA”), integrated by Mexicana, Aerovías Caribe (“Click”), Mexicana Inter (“Link”) wasand Mexicana MRO, S.A. de C.V., announced the suspension of operations indefinitely as of August 28, 2010.

On October 20, 2010 the municipal authorities of Tijuana issued a third request for the payment of real estate taxes from years 2000 until 2010. However, the Company and its legal counsel believes that this request for payment is not valid as the local courts have already, in a first occasion, denied requests for payment of real estate taxes for 2005 and 2006; in a second occasion, the request is still pending resolution. During its diligence process carried out on October 20, 2010, the municipal authority asked the Tijuana airport to make the full payment of Ps. 269,229 within three days of the request. As well, the municipal authorities listed several assets that, in their judgment, could be seized if the airport did not make the required payment. However, this indication of seizure of assets did not affect Company’s operations. Because the Company and its legal counsel consider these payment requests to be outside the framework of the law, GAP filed a legal proceeding against the municipal authorities, which is still pending resolution.

On November 5, 2010, the Company incorporated the subsidiary GA del Pacífico Partipacoes do Brasil LTDA (“GA”), in Brazil, to act as a subsidiary,holding company for other future acquisitions. Its common stock, of which GAP holds 99.99%, is comprised of 1,000 shares with a nominal value of $1.00 real (local currency in order to carry out a corporate restructuring.

On November 28, 2007, Puerta Cero Parking, S.A. de C.V. (“Parking”) was incorporated as a subsidiary. The purpose of this entity is to render operating and administrative services to the public parking lots.Brazil) which are fully subscribed. As of the date of these financial statements, this entitythe common stock has not initiated operations.been contributed in cash, nor has the entity begun operations, for which reason, there are no related financial effects in the accompanying consolidated financial statements.

 

2.Basis of Presentationpresentation

 

 a.Translation into EnglishThe accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico. These consolidated financial statements are prepared on the basis of Mexican Financial Reporting Standards (“MFRS”, individually referred to as “Bulletins” orNormas de Información Financiera or “NIFs”).

 

 b.Monetary unit of the financial statementsThe consolidated financial statements and notes as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008, include balances and transactions denominated in Mexican pesos of different purchasing power.

c.Consolidation of financial statementsThe consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and its subsidiaries, of which it owns 99.99% of the shares representing their common stock. The consolidated subsidiaries are as follows:

 

Aeropuerto de Tijuana,Aguascalientes, S.A. de C.V.

Aeropuerto del Bajío, S.A. de C.V.

 

Aeropuerto de Mexicali,Guadalajara, S.A. de C.V.

 

Aeropuerto de Hermosillo, S.A. de C.V.

Aeropuerto de La Paz, S.A. de C.V.

 

Aeropuerto de Los Mochis, S.A. de C.V.

 

Aeropuerto de Manzanillo,Mexicali, S.A. de C.V.

 

Aeropuerto de Guadalajara,Morelia, S.A. de C.V.

 

Aeropuerto de Puerto Vallarta, S.A. de C.V.

 

Aeropuerto de San José del Cabo, S.A. de C.V.

 

Aeropuerto de La Paz,Tijuana, S.A. de C.V.

 

Aeropuerto de Morelia, S.A. de C.V.

Aeropuerto de Aguascalientes, S.A. de C.V.

Aeropuerto del Bajío,Manzanillo, S.A. de C.V.

 

Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.

 

Pacífico Cargo, S.A. de C.V. (until 2006)

Corporativo de Servicios Aeroportuarios, S.A. de C.V. (beginning in 2007)

 

Puerta Cero Parking, S.A. de C.V. (beginning in 2007)

All significant intercompany balances, transactions and investments have been eliminated in the accompanying consolidated financial statements.

 

F-12


 c.d.Income from operations This line item is comprised of total revenues minusless operating costs. Although this presentation is not required by NIF B-3,Statement of Income, it is included because it represents a reliable measure of the economic and financial performance of the Company.

 

 d.e.Comprehensive income According to Bulletin B-4,Comprehensive Income, comprehensive income is comprised of the net income of the period, plus other comprehensive income (loss) items of the same period, which in accordance with MFRS, are presented directly in stockholders’ equity without affecting the consolidated statements of income. For the years ended December 31, 2007, 20062010, 2009 and 2005,2008, comprehensive income is represented only by the net income of each period.year.

 

8


 e.f.Classification of costs and expenses Costs and expenses presented in the consolidated statements of income were classified according to their nature and to their importance in Company’s operations.nature.

 

3.Summary of significant accounting policies

The accompanying consolidated financial statements have been prepared in conformityaccordance with MFRS, which require that management make certain estimates and use certain assumptions that affect the amounts reported in the financial statements and their related disclosures; however, actual results may differ from such estimates. The Company’s management, upon applying professional judgment, considers that estimates made and assumptions used were adequate under the circumstances. The significant accounting policies of the Company are as follows:

 

 a.New Accounting Policies:changes

Beginning January 1, 2010 the Company adopted the followings new NIFs and Interpretations to the Financial Reporting Standards (“INIFs”):

Statement of income – Beginning January 1, 2007, the Company adopted new NIF B-3,Statement of Income, which now classifies revenues, costs and expenses as either ordinary or non-ordinary. Ordinary items are derived from primary activities representing an entity’s main source of revenues. Non-ordinary items are derived from activities other than those representing an entity’s main source of revenues. Consequently, the classification of certain transactions as special and extraordinary was eliminated; these items are now part of other income and expenses and non-ordinary items, respectively. Statutory employee profit sharing (“PTU”) should now be presented as an ordinary expense and no longer presented as a tax on income. According to Interpretation of Financial Information Standards (“INIF” for its initials in Spanish) Number 4,Presentation of Statutory Employee Profit Sharing in the Statement of Income, presentation of PTU should be included within other income and expenses. The main effect of adopting this INIF was the reclassification of current PTU for fiscal years 2006 and 2005 of Ps. 1,499 and Ps. 722, respectively, to other income and expenses.

NIF C-1, Cash and Cash Equivalents – Requires presentation of cash and restricted cash equivalents under the line item titled “cash and cash equivalents”, as opposed to Bulletin C-1, which required these items to be separately presented; replaces the concept “temporary investments payable on demand” with “readily available investments” and considers a characteristic of this type of investment to be a maturity within three months from the date of acquisition. The effects of recognition of this standard were retrospectively applied. Thus the caption in 2009 titled Cash equivalents designated for expenditure, held in trust presented in non-current assets, was reclassified to Cash and cash equivalents in current assets in the accompanying consolidated balance sheets (see Note 4).

INIF 17,Service Concession Contracts – This interpretation requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment; it also requires that revenues earned when the operator performs both construction or upgrade services and operating services under a single contract, be recognized according to each type of service provided, based on the fair value of each consideration received at the time the service is rendered, provided the amounts are clearly identifiable. Once quantified, revenues should follow the relevant recognition criteria taking into account the nature of the service rendered. This means that when the operator provides construction or improvement services, both revenues and costs and expenses associated with such services should be recognized using the percentage-of-completion method while revenues from operating services should be recognized as services are rendered. INIF 17 also references the supplemental application of International Accounting Standard 18,Revenues. The effects of recognition of this interpretation were applied prospectively in the accompanying consolidated financial statements, as required by the interpretation, and resulted in the recognition of Ps. 657,103 in revenues from improvements to concession assets and an equal amount of costs of improvements to concession assets in 2010. Application of the INIF did not change the accounting treatment of the concessions and related additions and improvements in the balance sheet.

INIF 19,Change Derived from the Adoption of International Financial Reporting Standards – This INIF establishes disclosure requirements for companies that are either required or voluntarily adopt International financial Reporting Standards (“IFRS”) as the regulatory basis for the presentation of financial statements.

Related Parties – Beginning January 1, 2007, the Company adopted NIF C-13,Related Parties, which broadens the concept “related parties” to include a) the overall business in which the reporting entity participates; b) close family members of key management or prominent executives; and c) any fund created in connection with a labor-related compensation plan. NIF C-13 also requires the following disclosures: 1) that the terms and conditions of consideration paid or received in transactions carried out between related parties be equivalent to those of similar transactions carried out between independent parties and the reporting entity, only if sufficient evidence exists; and 2) benefits granted to the entity’s key management or prominent executives. The adoption of this standard did not have significant effects on the Company’s consolidated financial position or results of operations.

Capitalization of comprehensive financing result – Beginning January 1, 2007, the Company adopted NIF D-6,Capitalization of Comprehensive Financing Result, which establishes general capitalization standards. Some of these standards include: a) mandatory capitalization of comprehensive financing result (“CFR”) directly attributable to the acquisition of qualifying assets; b) when financing in domestic currency is used to acquire assets, yields obtained from temporary investments before the capital expenditure is made are excluded from the amount capitalized; c) a methodology to calculate capitalizable CFR relating to funds from generic financing; d) regarding land, CFR may be capitalized if land is developed; and e) conditions that must be met to capitalize CFR and rules indicating when CFR should no longer be capitalized. In 2007, the Company capitalized CFR of Ps. 2,184 directly attributable to the acquisition of qualifying assets. Through 2006, CFR was charged to current earnings.

b.Reclassifications –For comparability with the consolidated balance sheet as of December 31, 2007, PTU payable at December 31, 2006 was reclassified as accounts payable.

 

9F-13


 c.b.Recognition of the effects of inflationTheSince the cumulative inflation for the three fiscal years prior to those ended December 31, 2010, 2009 and 2008, was 14.48%, 15.01% and 11.56%, respectively, the economic environment in which the Company restates its consolidated financial statements to Mexican peso purchasing power as of the most recent balance sheet date presented, thereby recognizing the effects of inflationoperates may be considered non-inflationary in the financial information in conformity with Bulletin B-10,Recognition of the Effects ofboth years. Inflation in Financial Information. The financial statements of the prior period have also been restated in terms of Mexican pesos of the latest period presented. The rates of inflation used to restate the consolidated financial statements as of and for the years ended December 31, 20062010, 2009 and 20052008 were 3.76%4.40%, 3.57% and 7.96%6.53%, respectively, which represents the inflation from those respective dates to December 31, 2007, based on the National Consumer Price Index (NCPI) published by the Central Bank of Mexico. Consequently, all financial statement amounts are comparable, both for the current and the prior periods, to the extent that all are stated in terms of Mexican pesos of the same purchasing power.respectively.

Procedures to recognizeBeginning on January 1, 2008, the Company discontinued recognition of the effects of inflation in terms of Mexican pesos of purchasing power atits consolidated financial statements. However, non-monetary assets and liabilities and stockholders’ equity include the time of closing were as follows:restatement effects recognized through December 31, 2007.

 

 

Balance sheets:

Non-monetary assets are restated using a factor derived from the NCPI from the date of acquisition. Depreciation and amortization of restated asset values are calculated using the straight-line method based on the estimated economic useful life of each asset.

Common stock, legal reserve, retained earnings and the cumulative initial effect of deferred income taxes are restated using a factor derived from the NCPI, cumulative from the date of contribution or generation.

Statements of income:

Revenues and expenses that are associated with monetary items (trade receivables, cash, liabilities, etc.) are restated from the month in which they arise through period-end, based on factors derived from the NCPI.

Other expenses related to the consumption of non-monetary items are restated when incurred based on the restated value of the corresponding asset from the date of consumption of the non-monetary asset through the end of the period, using factors derived from the NCPI.

Monetary position loss, which represents the erosion of the purchasing power of monetary items caused by inflation, is determined by applying to net monetary assets or liabilities, at the beginning of each month, the factor of inflation derived from the NCPI and is restated through period-end with the corresponding factor. Losses result from maintaining a net monetary asset position.

Other statements:

The consolidated statements of changes in stockholders’ equity and changes in financial position present the changes in constant Mexican pesos, based on the financial position at prior year-end, restated to Mexican pesos as of the most recent year-end.

d.c.Cash and cash equivalentsThis line item consistsCash and cash equivalents consist mainly of bank deposits in checking accounts and readily available daily investments of cash surpluses. This line itemsurpluses, as well as cash equivalents designated for expenditure, held in trust. Cash is stated at nominal value plus accrued yields, whichand cash equivalents are valued at fair value; any fluctuations in value are recognized in results as they accrue.comprehensive financing (cost) income of the period.

 

 e.d.Financial investments for trading purposes According to its intent, fromFrom the date of acquisition, the Company classifies its investments in marketable securities as held for trading purposes, because the Companyas it has the intention to trade the debt and equity instruments in the short-term, before their maturity; thesematurity. These investments are stated at fair value and any fluctuations in the value of these investments are recognized within current earnings. The fair value is the amount at which a financial asset can be exchanged or a financial liability can be paid, among interested and willing parties in a free trade transaction.

 

10


 f.e.Allowance for doubtful accountsThe Company systematically and periodically reviews the aging and collection of its accounts receivable and records an allowance for doubtful accounts when evidence exists that they will not be fully recoverable.

 

 f.Machinery, equipment and improvements on leased buildingsThese assets are recorded at acquisition cost. Balances from acquisitions made through December 31, 2007, were restated for the effects of inflation by applying factors derived from the National Consumer Price Index (“NCPI”) through that date. Depreciation is calculated using the straight-line method based on remaining useful lives of the related assets, as described in Note 7.

g.Buildings, building improvements, machinery and equipment Improvements to concession assetsThese assets are initially recorded at acquisition cost and arethrough December 31, 2007, were restated using factors derived from the NCPI. DepreciationThis caption includes the intangible assets generated from additions and improvements to concession assets in accordance with INIF 17 as well as other additions and improvements. Amortization is calculated using the straight-line method based on the useful lives of the related assets, as described in Note 7.8.

 

 h.Airport concessionsConcessions to manage, operate and develop each of the airports are recorded at acquisition cost and through December 31, 2007, were restated using factors derived from the NCPI. Amortization is calculated using the straight-line method over the concession life of 50 years, as described in Note 8.9.

 

 i.Rights to use airport facilitiesRights to use airport facilities are recorded at the nominalhistorical cost of the airport facilities as recorded by ASA and areASA. Through December 31, 2007, they were restated using factors derived from the NCPI. Amortization is calculated using the straight-line method based on the remaining useful lives of the related assets, as described in Note 8.9.

 

 j.Other acquired rights – Other acquired rights are recorded at acquisition cost and through December 31, 2007, were restated using factors derived from the NCPI. Amortization is calculated using the straight-line method over the period from the date of acquisition as described in Note 10, to the end of the 50-year concession term.term, as described in Note 11.

 

 k.Impairment of long-lived assets in use The Company reviews the carrying amounts of long-lived assets in use, pursuant to Bulletin C-15,Accounting for the Impairment and Disposal of Long-Lived Assets, when an impairment indicator suggests that such amounts might not be recoverable. Impairment is recorded when the carrying amounts exceed the greater of the present value of future net cash flows or the net sales price upon disposal.price.

F-14


None of the 12 airports can be considered an “independent cash generating unit” since all are part of the Pacific Group package included in the Federal Government’s bidding process. Therefore, each concessionaire must operate its airports regardless of their individual results. Accordingly, the Company reviews its long-lived assets for impairment on a consolidated basis.

 

 l.EmbeddedFinancial risk management policy –The activities carried out by the Company expose it to a number of financial risks, including market risk (which encompasses foreign exchange and interest rate risks), credit risk and liquidity risks. The Company seeks to minimize the potential negative effects of these risks on its financial performance through an overall risk management program. The Company uses derivative and non-derivative financial instrumentsWhen lease agreements establish rental payments to hedge against some exposures to financial risks embedded in U.S. dollarsthe balance sheet (recognized assets and such currency is notliabilities) and off-balance sheet risks (firm commitments and highly probable forecasted transactions). Both financial risk management and the functional currencyuse of both partiesderivative financial instruments are governed by Company policies approved by the Board of Directors and are carried out by the Company’s treasury. The Company identifies, assesses and hedges, centrally, the exposures of its operating subsidiaries. The Board of Directors has approved written policies of a general nature with respect to the agreement, the embedded derivative, whose underlyingmanagement of financial risks, as well as policies and limits associated to other specific risks. Compliance by Company’s management of established policies and exposure limits is the U.S. dollar, is segregated and stated at fair value and is recorded asreviewed by internal audit on an embedded derivative asset or liability. Subsequent changes in the fair value of the derivative asset or liability are recognized in earnings.ongoing basis.

 

 m.Derivative financial instrumentsThe Company obtains financing under different conditions. At the end of 2009, the Company entered into its first variable interest rate bank loan. In order to reduce its exposure to the risk of volatility in interest rates, the Company entered into an interest rate cap that establishes a ceiling for interest paid on the bank loans and effectively converts the variable rate profile of the debt to a fixed rate profile. The Company has designated the interest rate cap as a cash flow hedge. Its term extends from the date of its execution to the maturity date of the related bank loan. The Company only enters into derivative financial instruments with institutions of high repute. The Company does not enter into derivative financial instruments for the purpose of speculation.

The Company recognizes all derivative financial instruments as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value, regardless of its intent for holding them. Fair value is determined based on quoted market prices in an active market. When an active market does not exist, fair value is determined based on accepted valuation techniques for pricing financial instruments.

When derivative financial instruments are entered into to hedge risks, and such derivatives meet all hedging requirements, their designation is documented at the beginning of the hedging transaction, which includes the Company’s risk management objectives and strategy for undertaking the hedge, identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the entity will assess the hedging instrument’s effectiveness.

The accounting for changes in the fair value of a derivative financial instrument designated as a hedge depends on the type of hedge and is accounted for as follows: (1) for fair value hedges, the gain or loss is recognized in current earnings offsetting the gain or loss on the hedged item; (2) for cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings; the ineffective portion of the gain or loss is reported in earnings immediately. When the Company determines the effectiveness of a cash flow hedge based on the intrinsic value of the instrument, it recognizes the changes in the time value of the instrument directly through earnings.

The Company discontinues hedge accounting if the hedging instrument expires or is sold, terminated, or exercised, if the hedge no longer meets the hedge accounting criteria – for example it is no longer effective or for cash flow hedges the forecast transaction is no longer expected to occur, or if the entity revokes the hedge designation.

Embedded derivative financial instruments are recognized for rental agreements that establish rental payments in a currency different from the functional currency of the both parties to the rental agreement. The embedded derivative is segregated, whose underlying is the fluctuation between the foreign currency and functional currency, and is measured at fair value through results of the period.

F-15


n.Other assets Costs incurred in the development phase that meet certain requirements and that the Company has determined will have future economic benefits are capitalized and amortized based on the straight-line method over five years.method. Disbursements that do not meet such requirements, as well as research costs, are recorded in results of the period in which they are incurred. Preoperating costs that meet certain requirements are capitalized and will be amortized over seven years using the straight-line method, beginning from the commencement of operations.

 

 n.o.Provisions– Provisions are recognized for obligations that result from a past event, that are probable to result in the use of economic resources and that can be reasonably estimated; however, the final result could differ from that provision.the provision recognized.

 

 o.p.Direct employee benefits Liabilities for direct employee benefits are recognized based on the services rendered by employees, considering their most recent salaries. These benefits include mainly statutory employee profit sharing (“PTU”) payable, compensated absences, such as vacation and vacation premiums and incentives.

q.Employee benefits from termination and retirement obligationsLiabilities from seniority premiums and severance payments at the end of the work relationship are recognized as costs over employee years of servicethey accrue and are calculated by independent actuaries using the projected unit credit method at net discountnominal rates. Accordingly, the liability is being accrued which, at present value, will cover the obligation from benefits projected to the estimated retirement date of the Company’s employees.

 

 p.r.Bank loans Statutory employee profit sharing Borrowings PTU is recorded in the results of the year in which it is incurred and presented under other income and expenses in the credit agreement are presented in currentaccompanying consolidated statements of income. Deferred PTU is derived from temporary differences that result from comparing the accounting and long-termtax bases of assets and liabilities depending on their maturity. Related interest expenseand is recognized only when it can be reasonably assumed that such difference will generate a liability or benefit, and there is no indication that circumstances will change in such a way that the period it occurs.liabilities will not be paid or benefits will not be realized.

 

11


 q.s.Revenue recognitionThe majority of the Company’s revenues are derived from rendering aeronautical services, which are generally related to the use of airport facilities by airlines and passengers. These revenues are regulated by the SCT through a “maximum rate” byper “workload unit”. A workload unit is currently equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

Revenues from non-aeronautical services consist mainly of the leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees charged to third parties providing food catering and other services at the airports, and other miscellaneous revenues.

Commercial space within the terminals is leased through operating lease agreements, based on either a monthly fixed rent or a charge based on the higher of a minimum monthly rent or a percentage of the lessee’s monthly revenues.

All revenues, except for the percentage of lessee monthly revenues on commercial rental contracts, are recognized net of any discounts, within a maximum thirty-day term subsequent to the time passengers depart, planes land or other services are provided, as the case may be, considering that the events that occur and services that are rendered in any given month are invoiced and recognized within that same month. Revenues corresponding to the percentage of lessee monthly revenues on commercial rental contracts are recognized in the following month, with the exception of those revenues related to December, which are recognized within this same month.

F-16


t.Revenues and cost of improvements to concession assetsIn conformity with INIF 17, the Company must recognize the revenues and costs of additions and improvements to concession assets which they are obligated to carry out at the airports under the Master Development Program (“MDP”). Revenues represent the value of the exchange between the Company and the Government with respect to the additions and improvements, given that the Company constructs or provides improvements to the airports as obligated under the MDP and in exchange, the Government grants the Company the right to obtain benefits for services provided using those assets. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP. Through bidding processes, the Company contracts third parties to carry out such construction. The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The amounts paid are set at market value.

 

 r.u.Foreign currency transactionsAccording to the Mexican Federal Tax Code, foreignForeign currency transactions are recorded at the exchange rate in effect on the day before the transaction date, published by the Central Bank of Mexico in the Federal Official Gazette (the difference between bank exchange rates in effect at the transaction date and the rates used by the Company is not considered material). Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at the balance sheet date. Exchange fluctuations are recorded as a component of net comprehensive financing result.income.

 

 s.v.Statutory employee profit sharingIncome taxes PTU is Income tax (“ISR”) and the Business Flat Tax (“IETU”) are recorded in the results of the year in which it is incurred and presented under otherthey are incurred. To recognize deferred income and expenses in the accompanying consolidated statements of income. Deferred PTU is derived from temporary differences between the accounting result and income for PTU purposes and is recognized only when it can be reasonably assumed that such difference will generate a liability or benefit, and there is no indication that circumstances will change in such a way that the liabilities will not be paid or benefits will not be realized.

t.Income taxes, Income tax is recorded in results of the year in which it is incurred. Beginning October 2007, and according to INIF 8,Effects of the Business Flat Tax, based on its financial projections, the Company must determinedetermines whether it willexpects to incur regular income taxISR or the new Business Flat Tax (“IETU”)IETU and accordingly recognizerecognizes deferred taxes based on the tax it willexpects to pay. Deferred incometaxes are calculated by applying the corresponding tax assets or liabilities are recognized forrate to the applicable temporary differences resulting from comparing the accounting and tax bases of assets and liabilities plusand including, if any, future benefits if any, from tax loss carryforwards and certain tax credits. Deferred income tax assets are recorded only when there is a high probability of recovery.

Tax on assets paid that is expected to be recovered is recorded as an advance payment of income tax and is presented in the consolidated balance sheets increasing the deferred income tax asset.

w.Tax on assets Tax on assets (“IMPAC”) paid in previous years that is expected to be recovered is recorded as an advance payment of income tax and is presented in the consolidated balance sheets as “Recoverable tax on assets”.

 

 u.x.Earnings per shareBasic earnings per common share isare calculated by dividing consolidated net income by the weighted average number of shares outstanding during the period. The Company does not have any dilutive securities; therefore basic and diluted earnings per share are the same. All weighted average number of shares outstanding used in per share calculations include the retroactive effects of the reduction of the number of shares (“reverse stock split”) described in Note 13.e.

 

 v.y.Concentration of credit riskFinancial instruments that potentially expose the Company to a significant concentration of credit risk are primarily trade accounts receivable; however, management believes that such risk is adequately covered by guarantee deposits granted by clients and the allowance for doubtful accounts.

 

12


4.Cash and cash equivalents

As of December 31, the balances are composed of the following:

 

  2007  2006  2010   2009 

Cash

  Ps.382,275  Ps.4,027  Ps.231,813    Ps.327,930  

Cash equivalents designated for expenditure, held in trust

   228,577     352,436  

Investments of cash surpluses

   1,044,408   927,082   1,888,417     1,493,220  
              
  Ps.1,426,683  Ps.931,109  Ps.2,348,807    Ps.2,173,586  
              

As mentioned in Note 1.b, on December 23, 2009 the Company established a trust for investment and administration with Banamex, who acts as a trustee, while the airports of the Company are trustors and beneficiaries in the second instance, and Rapiscan is the beneficiary in first instance. The trust is controlled by a Technical Committee consisting solely of executives of the Company, although Rapiscan will be able to intervene in the event that the resources held in trust will be used for projects other than that stipulated in the trust agreement. On February 25, 2010, the Company signed a modification agreement which converts the trust to an irrevocable trust whose funds are solely to be used for payment to Rapiscan in return for its construction services provided with respect to a documented baggage inspection project. If either party does not fulfill their obligations with respect to the trust agreement, the assets held in trust will be frozen until either

F-17


a judicial resolution or an arbitration proceeding determines the rights of each party. The assets are only to be invested in government securities denominated in national currency or bonds guaranteed by the Mexican Government, as instructed by the Company, and should be immediately available. The total amount of the project was contracted for Ps. 506,910, of which Ps. 224,609 is pending to be paid as of December 31, 2010. The duration of the trust is for the period in which the contracts with airports are in force and over which Rapiscan will fulfill the terms of the contract, which is estimated to be substantially completed in 2011. Although the cash equivalents are restricted, payments to Rapiscan are not stipulated over a fixed schedule. As accessibility to the restricted cash equivalents is immediate, the restriction is not considered long-term and the full amount is classified within current assets.

 

5.Financial investments held for trading purposes

Financial investments held for trading purposes are composed of the following at December 31:

 

   2007  2006
   Cost of
acquisition
  Fair
value
  Cost of
acquisition
  Fair
value

Financial investments held for trading purposes

  Ps.230,640  Ps.239,367  Ps.130,806  Ps.129,658
   2010   2009 
   Cost of
acquisition
   

Fair

Value

   Cost of
acquisition
   

Fair

Value

 

PEMEX UMS Bonds

  Ps.231,279    Ps.233,915    Ps.281,276    Ps.279,621  

Investments held for trading purposes are composed of investment funds with immediate liquidity. According to the treasury policy of the Company, such investments will be traded within one year of acquisition, and are presented at fair value based on the market value of such securities at each balance sheet date. Changes in fair value are recognized within comprehensive financing income in the consolidated statements of income.

 

6.Trade accounts receivable

Trade accounts receivable are composed of the following at December 31:

 

  2007 2006   2010 2009 

Accounts receivable

  Ps.520,676  Ps.452,466   Ps.513,846   Ps.589,469  

Allowance for doubtful accounts

   (50,366)  (45,384)   (217,700  (135,613
              
  Ps.470,310  Ps.407,082   Ps.296,146   Ps.453,856  
              

Accounts receivable include balances invoiced to domestic and international airlines for passenger charges of Ps. 384,895316,280 and Ps. 326,497441,174 as of December 31, 20072010 and 2006,2009, respectively. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.

The Guadalajara International Airport represented approximately 33%35%, 33%34% and 32%33% of consolidated revenues generated during the years ended December 31, 2007, 20062010, 2009, and 2005, respectively.2008. Also, approximately 88%91%, 89% and 88%90% of consolidated revenues during the years ended December 31, 2007, 20062010, 2009, and 20052008, respectively, were generated by the Company’s six largest airports (Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, BajíoGuanajuato and Hermosillo).

During 2010, the Company increased the allowance for doubtful accounts by Ps. 82,087, mainly as a result of the suspension of operations of Mexicana, Mexicana Click and Link airlines, as well as other commercial clients.

F-18


7.Buildings, buildingMachinery, equipment and improvements machinery and equipmenton leased buildings

Buildings, buildingMachinery, equipment and improvements machinery and equipmenton leased buildings are composed of the following at December 31:

 

  2007  2006  Average Annual
Depreciation
Rate
   2010 2009 Average Annual
Depreciation
Rate
 

Machinery and equipment

  Ps.351,057  Ps.359,245  10%  Ps.542,225   Ps.426,161    10%  

Office furniture and equipment

   99,386   107,680  10%   120,581    118,609    10%  

Computer equipment

   71,089   61,547  30%   176,110    136,237    30%  

Transportation equipment

   29,465   28,406  25%   32,785    30,698    25%  

Communication equipment

   10,727   14,686  10% and 30%   13,582    13,150    10% and 30%  

Buildings and building improvements

   2,420,612   1,998,613  5%

Improvements to leased buildings

   5,415    7,892    5%  
                
   2,982,336   2,570,177     890,698    732,747   

Less- accumulated depreciation

   (443,532  (368,646 
        
  Ps.447,166   Ps.364,101   
        

 

8.Improvements to concession assets

13

Improvements to concession assets are composed of the following at December 31:


   2007  2006 

Less- accumulated depreciation

   (624,778)  (521,778)
         
   2,357,558   2,048,399 

Construction in-progress:

   

Buildings and building improvements

   815,320   397,128 

Other

   8,100   4,842 
         
   823,420   401,970 
         
  Ps.3,180,978  Ps.2,450,369 
         

   2010  2009  Average Annual
Amortization
Rate
 

Improvements to concession assets

  Ps.4,109,966   Ps.3,853,684    5% and 8%  

Less- accumulated amortization

   (948,430  (732,465 
          
   3,161,536    3,121,219   

Construction in-progress

   873,404    382,402   

Advance payments to suppliers

   113,099    9,770   
          
   986,503    392,172   
          
  Ps.4,148,039   Ps.3,513,391   
          

Improvements to concession assets are integrated by the intangible assets from additions and improvements to concession assets in accordance with INIF 17, as well as other investments that have been carried out to the infrastructure of the airports, even though they are not regulated by the MDP investment commitments.

As of December, 31, 2010 and 2009, the balance of machinery, equipment, improvements to leased buildings and improvements to concession assets includes Ps. 227,373 and Ps. 101,296, respectively of unpaid investments. Construction in-progress relates mainly to the remodelingconstruction of the terminal buildingnew Terminal at the Los Cabos airport, a Terminal expansion in Tijuana, and the security project to inspect the documented baggage at the Guadalajara, Puerto Vallarta, GuadalajaraLos Cabos and Los CabosTijuana airports. As of December 31, 2007,2010, significant construction in-progress pending execution and payment amounts to approximately Ps. 188,837, which represents investments required by the Master Development Program described in Note 17.b.112,773.

In 2007, construction in-progress includesAs of December 31 2010 and 2009, comprehensive financing result (“CFR”) was capitalized under improvements to concession assets for Ps. 2,184 of capitalized CFR (Ps. 3,618 interest paid less18,290 and Ps. 1,434 from monetary position gain),30,959, respectively, derived from capital expenditures at the Bajío,Guanajuato, Guadalajara, Hermosillo, Puerto Vallarta and Los Cabos airports of approximately Ps. 226,915. These expenditures were realized from September to December 2007; the664,525 and Ps. 363,721, respectively. The average annual interest rate was 6.5%.8.5% for both years. As of December 31, 2010 and 2009, the accumulated amount of capitalized CPR was Ps.76,310 and Ps. 58,020, respectively.

Reconciliation of the comprehensive financial result:result is as follows:

 

2007

CFR capitalized
   2010   2009 

Net CFR income

  Ps.19,935    Ps.27,250  

Add back: CFR cost capitalized

   18,290     30,959  
          

CFR income in the statements of income

  Ps.38,225    Ps.58,209  
          

Ps.(2,184)

Balance of CFR in the statements of income

97,343

Total CFR

Ps.95,159

 

F-19


8.9.Airport concessions

As described in Note 1.a, the Mexican Government granted concessions to manage, operate and develop 12 airports, and benefit from the use of the airport facilities over a 50-year term beginning November 1, 1998. The value of airport concessions and rights to use airport facilities was determined as explained in Note 1.a, and paid by GAP through the issuance of shares to the Mexican Government.

The table below shows the values of airport concessions and rights to use airport facilities as of December 31, 2007:2010:

 

     Remaining
amortization
term (years)
      Remaining
amortization
Term
(years)
   

Original
amortization
term

(years)

 

Acquisition cost

  Ps.24,210,213  

Acquisition cost assigned to:

  Ps.24,210,213      
             

assigned to:

    

Rights to use airport facilities:

    

Rights to use airport facilities (Note 10):

      

Runways, aprons, platforms

  Ps.788,443  27  Ps.788,443     24     35  

Buildings

   876,867  17   876,867     14     25  

Other facilities

   138,596  2   138,596     —       10  

Land

   1,412,873  41   1,412,873     38     49  
             
   3,216,779     3,216,779      

Airport concessions

   20,993,434  41   20,993,434     38     49  
             
  Ps.24,210,213    Ps.24,210,213      
             

The original amortization term for the concessions is 49 years. As mentioned in Note 1.a, the concession value was assigned in August 1999, at which date the amortization term began, which will run through November 2048.

14


The value of the concessions at December 31 is as follows:

 

  2007 2006   2010 2009 

Airport concessions

  Ps.20,993,434  Ps.20,993,434   Ps.20,993,434   Ps.20,993,434  

Less- accumulated amortization

   (3,373,440)  (2,941,930)   (4,667,971  (4,236,461
              
  Ps.17,619,994  Ps.18,051,504   Ps.16,325,463   Ps.16,756,973  
              

Each airport concession agreement contains the following terms and basic conditions:

 

The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its Master Development Program (“MDP”),MDP, and to provide airport, complementary and commercial services. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP. The Company’s investment plans under the MDP must be updated every five years starting from 2000 and approved by the SCT. During December 2004,2009, the SCT authorized the Company’s MDP update for the five-year period from 20052010 to 2009.2014.

 

The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and will be subject to inspections by the SCT.

 

The concessionaire must pay a tax for the use of the assets under concession (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

 

The concessionaire assumed ASA’s rights and obligations derived from airport-related agreements with third parties.

 

ASA has the exclusive right to supply fuel for consumption at the airport.

 

The concessionaire must grant free access to specific airport areas to certain Mexican Government agencies (such as customs and immigration) so that they may carry out their activities within the airport.

 

F-20


According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SCT has applied sanctions in three different instances with respect to the same concession term.

 

The SCT may modify concession terms and conditions that regulate the Company’s operations.

 

The concession may be renewed in one or more instances, for terms not to exceed an additional 50 years.

 

9.10.Rights to use airport facilities

The value of the rights to use airport facilities at December 31 was as follows:

 

  2007 2006   2010 2009 

Rights to use airport facilities

  Ps.3,216,779  Ps.3,216,779   Ps.3,216,779   Ps.3,216,779  

Less- accumulated amortization

   (833,197)  (733,214)   (1,114,668  (1,028,544
           ��  
  Ps.2,383,582  Ps.2,483,565   Ps.2,102,111   Ps.2,188,235  
              

 

15


10.11.Other acquired rights

At December 31, the value of other acquired rights wascorrespond to payments made by the Company after the date the concessions were granted, in order to early-terminate certain contracts that existed at that time between ASA and third-party leaseholders in order that the Company be able to operate those areas, including for the operation of the terminal charter, operation of commercial space and certain parking lots. The rights acquired are integrated as follows:

 

  2007 2006   2010 2009 

Remaining

amortization

term

(years)

   

Original
amortization
term

(years)

 

Right to operate, charter and general aviation terminal and FBO at Los Cabos airport terminal

  Ps.483,469  Ps.483,469 

Right to operate the charter and general aviation terminal and FBO at Los Cabos airport terminal

  Ps.483,469   Ps.483,469    38     48  

Right to operate commercial space at Tijuana airport

   19,443   19,443    19,443    19,443    38     46  

Right to operate various space at Puerto Vallarta airport

   358,095   358,095    358,095    358,095    38     44  

Right to operate commercial space at Guadalajara airport

   108,235   108,235    108,235    108,235    38     44  

Right to operate various parking lots

   7,118   7,118    7,118    7,118    38     44  
                 
   976,360   976,360    976,360    976,360     

Less – accumulated amortization

   (113,941)  (92,855)   (177,180  (156,072   
                 
  Ps.862,419  Ps.883,505   Ps.799,180   Ps.820,288     
                 

On June 1, 2000,

12.Hedging derivative financial instrument

As mentioned in Note 1.b, on December 9, 2009, the Company paidentered into unsecured credit agreements with Banamex and HSBC receiving funds for Ps. 325,723 from each institution, for a total of Ps. 651,446. The loans bear interest at the variable Mexican Interbank Equilibrium Interest Rate (“TIIE”) plus 350 basis points, requiring quarterly payments of principal and interest for a period of seven years. Funds from the loan are intended to Servicios Aéreos del Centro, S.A. de C.V. U.S.$ 34.9 million (Ps. 332,108 nominal pesos)fulfill investment commitments.

F-21


With respect to recover the rightloans, each contracting airport entered into a derivative financial instrument with Banamex. This instrument establishes a ceiling of 7% on the variable 91-day TIIE interest rates stipulated in the loan agreements (representing the strike price of the hedging instrument), which when added to operate the charter terminal (terminal 3)350 basis points established in the loan agreements and the general aviation terminalrelated hedge contract, results in a maximum interest rate of 10.50%. The effective date of the hedge begins in the fourth year of the related debt agreement and extends to the end of the term of the debt. This hedge applies to both credits issued by Banamex and by HSBC. The Company paid a premium of Ps. 14,667 in December 2009. The Company has designated the derivative as a cash flow hedge. The time value of money has been excluded (extrinsic value) from the calculation of effectiveness of the hedge, and as the critical characteristics of the hedge and the amount covered are equal, it is considered that the hedge will be 100% effective.

At December 31, 2010, details of the hedging instrument are as follows:

Year  Notional
amount
   

Start date of

the hedging
instrument

  Maturity date  Interest rate  Maximum
interest rate
  Fair Value 

2009

  Ps.82,145    December 2012  December 2016  TIIE+350 bp   10.50%   Ps.1,511  

2010

   290,109    January 2013  January 2017  TIIE+350 bp   10.50%    5,627  
                 

Total

  Ps.372,254           Ps.7,138  
                 

During 2010 and 2009, the Company recognized Ps. 6,509 and Ps. 1,020, respectively, in CFR as an expense of the period due to the extrinsic value of the premium paid; no amounts have been recognized through other comprehensive income at the Los Cabos International airport.

On December 12, 2002, GAP paid to Ruber, S.A. de C.V. and Recaro, S.A. de C.V. U.S.$ 1.5 million (Ps. 15,682 nominal pesos) to recoverdate of these financial statements because the right to operate commercial space at the Tijuana Airport and commercial advertising inside the terminal.

On June 1, 2004, GAP paid U.S.$ 26.6 million to Grupo Aeroplazas, S.A. de C.V. (“AEROPLAZAS”) for the early termination of the operating lease agreement in connection with certain commercial areas within the Puerto Vallarta airport, originally signed between AEROPLAZAS and ASA, which lease agreement was transferred, in its entirety, from ASA to the Puerto Vallarta airport.

On the same date, GAP paid U.S.$ 7.8 million to Aerolocales, S.A. de C.V. (“AEROLOCALES”) for the early termination of an operating lease agreement (which agreement was transferred from ASA, in its entirety, to the Guadalajara airport), in connection with certain commercial areas within the Guadalajara airport.hedge has no intrinsic value.

 

11.13.Labor obligationsEmployee benefits

The liability for labor obligationsemployee benefits at December 31 werewas as follows:

 

  2007  2006  2010   2009 

Termination benefits:

    

Seniority premiums

  Ps.2,265    Ps.2,087  

Severance payments at the end of the work relationship

   8,528     6,435  

Retirement benefits:

    

Seniority premiums

  Ps.4,384  Ps.4,063   3,114     2,809  

Severance payments at the end of the work relationship

   32,506   30,153   31,309     23,827  
              
  Ps.36,890  Ps.34,216  Ps.45,216    Ps.35,158  
              

The Company provides seniority premium benefits to its employees, which consist of a lump sum payment of 12 days’ wages for each year worked, calculated using the most recent salary, not to exceed twice the legal minimum wage established by law. Additionally, the Company pays severance at the end of the work relationship, in some circumstances. The related liability and annual cost of such benefits are calculated by an independent actuary on the basis of formulas defined in the plans using the projected unit credit method.

 

 a.Seniority premiumsTermination benefits The net cost of the period for the obligations derived from termination benefits in 2010, 2009 and 2008, from seniority premiums and severance payments at the end of the work relationship, was Ps. 4,176, Ps. 4,187 and Ps. 7,643, respectively, which includes Ps. 1,905, Ps. 2,940 and Ps. 4,211, respectively, of paid benefits during the period.

Unrecognized items related to termination benefits will be amortized in two years.

b.Retirement benefits - Seniority premiums – The net cost (income) of the period for the obligations derived from seniority premiums was Ps. 526,447 Ps. 506378 and Ps. 435(Ps. 14) in 2007, 2006,2010, 2009, and 2005,2008, respectively. Other disclosures required by financial reporting standards are considered to be immaterial.

 

F-22


 b.c.Retirement benefits - Severance payments at the end of the work relationship –The existingpresent values of these obligations and the rates used for their calculations at December 31 2007, were as follows:

 

   2007  2006

Accumulated benefit obligation

  Ps.32,506  Ps.30,153
        

Projected benefit obligation

  Ps.35,532  Ps.33,323

Transition obligation

   26,011   27,749
        

Net projected liability

   9,521   5,574

Additional liability

   22,985   24,579
        
  Ps.32,506  Ps.30,153
        
   2010  2009 

Vested benefit obligation

  Ps.2,038   Ps.1,151  

Nonvested benefit obligation

   48,399    33,998  
         

Defined benefit obligation

   50,437    35,149  

Unamortized items:

   

Past service costs and changes to the plan

   (12,296  (15,179

Unrecognized actuarial gains and losses

   (6,832  3,857  
         
   (19,128  (11,322
         

Net projected liability

  Ps.31,309   Ps.23,827  
         

16


RatesNominal rates used in actuarial calculations net of effects of inflation, were as follows:

 

  2007 2006   2010 2009 

Discount of the projected benefit obligation at present value

  4% 4%   7.5  8.0

Increase in salaries

  1% 1%   5.0  5.0

TheAmortization period of amortization of the intangible assetfor past services is 6.0four years.

The net cost of the period is composed of the following:

 

  2007  2006  2005  2010   2009   2008 

Service cost of the year

  Ps.3,431  Ps.3,542  Ps.3,420  Ps.3,088    Ps.2,963    Ps.2,907  

Amortization of the intangible asset

   1,738   1,640   1,629

Financial cost of the year

   1,228   1,246   1,143   2,766     2,568     2,384  

Past service costs and changes to the plan

   2,866     2,881     2,883  
                     
  Ps.6,397  Ps.6,428  Ps.6,192  Ps.8,720    Ps.8,412    Ps.8,174  
                     

The Company uses a measurement dateChanges to the present values of December 31 for its seniority premiums and severance payments.the defined benefit obligation are as follows:

   2010   2009 

Present value of defined benefit obligation as of January 1

  Ps.35,149    Ps.31,932  

Service cost

   3,088     2,963  

Interest cost

   2,766     2,568  

Actuarial gain (loss) on the obligation

   9,434     (2,314
          

Present value of defined benefit obligation as of December 31

  Ps.50,437    Ps.35,149  
          

d.Under Mexican legislation, the Company must make payments equivalent to 2% of its workers’ daily integrated salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps. 4,079, Ps. 3,873 and Ps. 4,024 in 2010, 2009 and 2008, respectively.

 

12.14.BankLong-term bank loans

As discussed in Note 1.b, onOn August 31, 2007 the Los Cabos, Puerto Vallarta, Hermosillo and Bajio airports signedCompany entered into an unsecured credit agreement with Banamex under which these airports draw on the credit in three separate tranches. Accordingly, on September 7, 2007, the Company borrowed the first available tranchefor a total amount of Ps. 600.0 million as follows: the Los Cabos airport borrowed Ps. 330.0 million, the Puerto Vallarta airport borrowed Ps. 193.0 million, the Hermosillo airport borrowed Ps. 44.0 million and the Bajio airport borrowed Ps. 33.0 million.1,214,000, bearing fixed interest at a rate of 8.52%. The borrowings matureagreement matures in seven years from the date of the borrowing and bear fixed interest of 8.52% on unpaid balances. Interest payments and amortization of principal are required to be made in 28 equal and consecutive quarterly payments. Such funds were disbursed on different dates as follows: i) on September 7, 2007, the Los Cabos airport borrowed Ps. 330,000, the Puerto Vallarta airport borrowed Ps. 193,000, the Hermosillo airport borrowed Ps. 44,000 and the Guanajuato airport borrowed Ps. 33,000, ii) on January 30, 2008, the Los Cabos airport borrowed Ps. 273,000, the Guanajuato airport borrowed Ps. 28,000, the Puerto Vallarta airport borrowed Ps. 26,000 and the Hermosillo airport borrowed Ps. 17,000, and iii) on January 30, 2009, the Los Cabos airport borrowed Ps. 202,000, the Hermosillo airport borrowed Ps. 41,000, the Guanajuato airport borrowed Ps. 19,000 and the Puerto Vallarta airport borrowed Ps. 8,000.

F-23


On December 9, 2009, the Company entered into contracts for unsecured credit agreements with Banamex and HSBC for Ps. 325,723 from each institution, totaling Ps. 651,446. The Company paid the first amortization ofloans bear interest at a variable TIIE rate plus 350 basis points and require quarterly principal and interest payments for a period of seven years. Such funds were disbursed in different dates as follows: i) on December 7, 2007.9, 2009, the Guadalajara airport borrowed Ps. 96,994, the Guanajuato airport borrowed Ps. 26,982, and the Hermosillo airport borrowed Ps. 19,778, and ii) on February 3, 2010, the Guadalajara airport borrowed Ps. 246,096, the Guanajuato airport borrowed Ps. 49,048, the Hermosillo airport borrowed Ps. 44,070 and the Puerto Vallarta airport borrowed Ps. 168,478.

Outstanding borrowingsIn connection with this loan of December 9, 2009, the Company entered into a hedge with Banamex, as explained in Note 12.

As of December 31, 20072010 the unpaid consolidated balances from the credits previously described, mature as follows:

 

Year

  Amount  Amount 

2008

  Ps.85,714

2009

   85,714

2010

   85,714

2011

   85,714  Ps.266,492  

2012

   85,714   266,492  

2013

   266,492  

2014

   245,064  

2015

   143,921  

Thereafter

   150,001   120,839  
       
  Ps.578,571  Ps.1,309,300  
       

At December 31, 2010, bank loans are payable by the following subsidiaries:

 

Airport

  Current  Long-Term  Total  Current   Long-Term   Total 

Bajío

  Ps.4,714  Ps.27,107  Ps.31,821

Guanajuato

  Ps.22,290    Ps.93,558    Ps.115,848  

Guadalajara

   49,013     253,853     302,866  

Hermosillo

   6,286   36,143   42,429   23,692     97,252     120,944  

Puerto Vallarta

   27,571   158,536   186,107   56,497     219,109     275,606  

Los Cabos

   47,143   271,071   318,214   115,000     379,036     494,036  
                     

Total

  Ps.85,714  Ps.492,857  Ps.578,571  Ps.266,492    Ps.1,042,808    Ps.1,309,300  
                     

The loan agreement limits the use of the resources to the financing of capital expenditures and working capital of the Company, and does not permit any subsidiary of the Company to contract other debt, prohibits the merger of the Company (or any of its subsidiaries) with any other company, prohibits the sale or transfer of assets in an amount greater than Ps. 1,000, without previous authorization from Banamexthe creditors and requires the Company to maintain certain financial ratios; in addition, in the case the airports are unable to fulfill their commitment under the credit agreement, dividends cannot be declared. As of December 31, 2007,2010, the Company is in compliance with the covenants stipulated by the credit agreement.

 

17


13.15.Stockholders’ equity

 

 a.At December 31, 20072010, 2009 and 2006, capital2008, common stock consists of the following:

 

   Number of
Shares
  Nominal
Value
  Restatement
Effect
  Total

Fixed Capital

        

Series B

  476,850,000  Ps.13,616,849  Ps.7,075,955  Ps.20,692,804

Series BB

  84,150,000   2,402,974   1,248,698   3,651,672
               

Total

  561,000,000  Ps.16,019,823  Ps.8,324,653  Ps.24,344,476
               

At December 31, 2005, capital stock consists of the following:

  Number of
Shares
  Nominal
Value
  Restatement
Effect
  Total  Number of
Shares
   Nominal Value   Restatement
Effect
   Total 

Fixed Capital

                

Series B

  43,350,000  Ps.1,237,895  Ps.643,269  Ps.1,881,164   476,850,000    Ps.13,616,849    Ps.7,075,955    Ps.20,692,804  

Series BB

  7,650,000   218,452   113,518   331,970   84,150,000     2,402,974     1,248,698     3,651,672  
                            
  51,000,000  Ps.1,456,347  Ps.756,787  Ps.2,213,134
            

Variable Capital

        

Series B

  433,500,000  Ps.12,378,954  Ps.6,432,686  Ps.18,811,640

Series BB

  76,500,000   2,184,522   1,135,180   3,319,702
            
  510,000,000   14,563,476   7,567,866   22,131,342
            

Total

  561,000,000  Ps.16,019,823  Ps.8,324,653  Ps.24,344,476   561,000,000    Ps.16,019,823    Ps.8,324,653    Ps.24,344,476  
                            

Series “BB” shares, which may represent up to 15% of capital stock, may only be transferred upon prior conversion into Series “B” shares, based on certain time restrictions.

The restatement effect included in the table above refers solely to the recognition of the comprehensive effects of inflation on stockholders’ equity from inception of the Company through December 31, 2007 as required by Bulletin B-10,Comprehensive Effects of Inflation on Financial Information, of MFRS.

F-24


NIF B-10,Effects of Inflation, replaced Bulletin B-10 when it became effective on January 1, 2008. NIF B-10 prohibits the recognition of inflationary effects when the cumulative inflationary rate for the preceding three years is less than 26%. Because cumulative inflation in Mexico for the three years preceding 2010 was less than 26%, the Company discontinued recognition of the effects of inflation beginning January 1, 2008.

 

 b.On January 1, 2008, and as a consequence of the adoption of NIF D-3,Employee Benefits, the Company recognized the cumulative initial effect of deferred statutory employee profit sharing of Ps. 1,320 (Ps. 951, net of income tax effects).

c.In an Ordinary General Stockholders’ Meeting held on April 15, 2005,28, 2008, the stockholders declared cash dividends in the amount of Ps. 650,707 (Ps. 590,000 nominal pesos),1,122,000, which were paid on two different dates, Ps. 864,000 on May 4, 2005.

c.In an Extraordinary General Stockholders’ Meeting held12, 2008 and Ps. 257,485 on April 15, 2005,October 31, 2008. The remaining amount of Ps. 515 was not paid, as it was related to stock repurchased and maintained by Company on the stockholders approveddate the conversion of 510,000,000 shares of fixed capital stock into equal shares of variable capital stock.dividend was paid.

 

 d.In an Ordinary General Stockholders’ Meeting held on April 27, 2005,28, 2008, the stockholders approved a stock repurchase program up to a maximum amount of Ps. 55,000 in accordance with the Securities Market Law, to be executed as the Company’s management determines it is convenient or necessary. As of December 31, 2008, the Company has repurchased 1,720,000 shares for a cumulative amount of Ps. 44,227, which represents 0.30% of the outstanding shares. At December 31, 2008, the market value of the shares was Ps. 31.46 per share. The calculation of weighted average shares outstanding includes the effect of the repurchased shares during 2008.

e.In an Ordinary General Stockholders’ Meeting held on April 28, 2009, the stockholders approved an increase to the stock repurchase program to repurchase up to a maximum amount of Ps. 864,265 in accordance with the Securities Market Law, to be executed as the Company’s management determines it is convenient or necessary. During 2009, the Company repurchased 360,000 shares, which when added to shares repurchased during 2008, totaled 2,080,000 shares for a cumulative amount of Ps. 54,475, which represented 0.37% of the outstanding shares. These shares were relocated in the market in 2009 for Ps. 53,712, at a loss of Ps. 248, recorded in retained earnings, net of the dividend received of Ps. 515. The calculation of weighted average shares outstanding includes the effect of the repurchased and relocated shares during 2009.

f.In the General Stockholders’ Meeting held on April 28, 2009, the stockholders declared cash dividends in the amount of Ps. 485,272 (Ps. 440,000 nominal pesos),1,200,000, of which were paid on June 3, 2005.

e.During an Extraordinary General Stockholders’ Meeting held on February 2, 2006, the stockholders approved the following:

(i) the conversion of all outstanding variable common stock into fixed common stock; and

(ii) a 1-for-28.55583444 reverse stock split of the Company’s outstanding common stock, reducing the number of shares outstanding at such date from 16,019,823,119 shares to 561,000,000 shares. All share, per share and option data in the accompanying consolidated financial statements and notes to the consolidated financial statements have been retroactively restated to reflect the reduction in the number of shares outstanding resulting from the reverse stock split for all periods presented.

f.In an Ordinary General Stockholders’ Meeting held on April 20, 2006, the stockholders declared cash dividends in the amount of Ps. 774,311 (Ps. 724,450 nominal pesos), which870,000 were paid on May 8, 2006.25, 2009 and Ps. 330,000 were paid on November 3, 2009.

 

 g.In anDuring the Ordinary General Stockholders’ Meeting held on November 30, 2006April 27, 2010, the stockholders proposed a dividend payment of Ps. 1,000,000. The proposal was not approved, because certain stockholders of less than 10,000 shares stated that in their opinion, the right of AMP, holder of the Series “BB” shares, to vote, was suspended as a consequence of a legal notification granted by a civil matter district court in Mexico City. On the same day, in an Extraordinary Shareholders’ Meeting, a proposal was presented to reduce common stock for Ps. 900,000, to be paid proportionately among the holders of outstanding shares, no later than May 28, 2010. However, this proposal also remained unapproved for the Bajío, Guadalajara, Hermosillo, Morelia and Los Cabos airports,same reason that the stockholders approved the reclassification of the balance of the cumulative initial effect of deferred income tax account to retained earnings, including allocating a portion to the corresponding legal reserve.aforementioned dividend payment was not approved.

 

18


 h.In an Ordinary General Stockholders’ Meeting held on April 19, 2007,June 2, 2010, the stockholders declared cash dividends in the amountapproved a dividend payment of Ps. 1,171,616 (Ps. 1,140,000 nominal pesos),1,000,000, which werewas paid in cash on two different dates,June 15, 2010 for Ps. 837,655 (Ps. 815,000 nominal pesos)750,000, and on May 18, 2007 andAugust 19, 2010 for Ps. 333,961 (Ps. 325,000 nominal pesos) on October 31, 2007.250,000. On the same day, in an Extraordinary Stockholders’ Meeting, the stockholders presented a proposal for a reduction of common stock for Ps. 1,000,000, which was ultimately not approved.

 

 i.At an Ordinary General Stockholders’ Meeting held from July 22 to July 25, 2010, the stockholders approved a second stock repurchase program to repurchase up to a maximum amount of Ps. 1,000,000, to be executed as the Company’s management determines it is convenient or necessary, in accordance with the Securities Market Law. During 2010, the Company repurchased a total of 13,914,900 shares for Ps. 609,809, which represented 2.5% of the outstanding shares. The calculation of weighted average shares outstanding, in the consolidated statements of income, includes the effect of the repurchased shares during 2010.

F-25


j.The General Corporate Law requires that at least 5% of net income of the year be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (nominal pesos). The legal reserve may be capitalized but may not be distributed, except in the form of stock dividends, until the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. At December 31, 20072010, 2009 and 2006,2008, the legal reserve, in nominal pesos, was Ps. 196,988404,247, Ps. 344,275 and Ps. 152,268,267,129, respectively, amounts that represent 1.3%2.5%, 2.1% and 0.8%1.7% of the nominal value of capital stock, respectively.

 

 j.k.Dividends paid to non-resident holders with respect to Series B“B” shares and ADS’sAmerican Depositary Shares (“ADS’s”, unit ownership of U.S. stockholders) are currently not subject to Mexican withholding tax. Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income taxISR will be subject to a corporate-levelcorporate level dividend tax calculated on a gross-up basis by applying a factor of 1.4286 in 2005, 1.4085 in 2006 and 1.3889 thereafter. Corporateat the tax rates of 30% in 2005, 29% in 2006 and 28% thereafter are appliedrate applicable to the result.distribution year. This corporate-levelcorporate level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income taxISR corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income taxISR of the two fiscal years following the date in which the dividend was paid. Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax. According to the income tax law, the Company is responsible for the withholding and payment of the corporate-level dividend income tax.

 

 k.l.The balances of stockholders’ equity tax accounts as of December 31 were as follows:

 

  2007  2006  2005  2010   2009   2008 

Contributed capital account

  Ps. 24,344,476  Ps. 24,344,476  Ps. 24,344,476  Ps.28,028,818    Ps.26,847,527    Ps.25,934,170  

Net tax income account

   982,009   1,121,056   962,651   1,106,564     1,006,911     1,212,459  
                     

Total

  Ps. 25,326,485  Ps. 25,465,532  Ps. 25,307,127  Ps.29,135,382    Ps.27,854,438    Ps.27,146,629  
                     

 

14.16.Foreign currency balances and transactions

 

 a.At December 31, the foreign currency monetary position was as follows:

 

  2007  2006  2010   2009 

Thousands of U.S. dollars:

        

Monetary assets:

        

Cash and cash equivalents

   47   5   18,152     886  

Financial investments held for trading purposes

   22,029   11,490   18,929     21,413  

Trade accounts receivable

   4,485   3,920   3,579     3,080  
              
   26,561   15,415   40,660     25,379  

Monetary liabilities:

        

Suppliers

   96   13   176     1,021  

AMP, related party

   —       532  
        
   176     1,553  
              

Net monetary asset position

   26,465   15,402   40,484     23,826  
              

Equivalent in Mexican pesos

  Ps. 287,574  Ps. 167,504  Ps.500,265    Ps.311,137  
              

 

 b.Transactions denominated in foreign currency were as follows:

 

  2007  2006  2005  2010   2009   2008 
  (In thousands of U.S. dollars)  (In thousands of U.S. dollars) 

Revenues from aeronautical and non- aeronautical services

  24,627  19,701  17,815

Revenues from aeronautical and non-aeronautical services

   22,238     22,389     27,849  
            

Revenues for recovery expenses

   160     500     100  
                     

Technical assistance fee

  4,796  4,677  4,523   5,132     4,996     4,992  
                     

Import purchases, technical assistance and other expenses

  3,119  3,747  2,411   6,013     3,234     2,468  
                     

 

19F-26


 c.The exchange rates in effect at the dates of the consolidated balance sheets and the date of the related report of the independent registered public accounting firmauditors were as follows:

 

   December 31,  June 16,
2008
   2007  2006  2005  

Mexican pesos per one U.S. dollar (see Note 3.r)

  Ps.10.8662  Ps.10.8755  Ps.10.7109  Ps.10.3655
                
   2010   December 31,
2009
   2008   June 9, 2011 

Mexican pesos per one U.S. dollar (see Note 3.u)

  Ps.12.3571    Ps.13.0587    Ps.13.5383    Ps.11.7196  
                    

 

15.17.Transactions with related parties

Transactions with related parties, carried out in the ordinary course of business, were realized at prices comparable to those for transactions with independent parties and were as follows:

 

   2007  2006  2005

Revenues:

      

Revenues from aeronautical and non-aeronautical services invoiced to Cintra

  Ps.—    Ps.91,444  Ps.967,321
            

Expenses:

      

Technical assistance fees

  Ps.125,857  Ps.109,277  Ps.99,718
            

Services received

  Ps.612  Ps.8,670  Ps.61,307
            

Concession taxes

  Ps.—    Ps.25,253  Ps.138,944
            

Through February 2006, Cintra, was considered a related party; however, subsequent to the sale of the Mexican Government’s participation in the Company as discussed in Note 1.b, Cintra was no longer considered a related party. Revenues invoiced to Cintra airlines include Ps. 74,786 and Ps. 803,625 of passenger charges for January and February 2006 and the year ended December 31, 2005, respectively.

   2010   2009   2008 

AMP, related party

      

Expenses:

      

Technical assistance fees

  Ps.128,384    Ps.111,721    Ps.118,226  
               

Services received

  Ps.209    Ps.6,007    Ps.362  
               

AENA Desarrollo Internacional S.A., related party

      

Expenses:

      

Services received

  Ps.1,301    Ps.2,008    Ps.9,928  
               

In 1999, GAP and AMP entered into a technical assistance and transfer-of-technology agreement whereby AMP and its stockholders agreed to render administrative and advisory services and transfer industry technology and know-how to GAP in exchange for consideration. The agreement’s original 15-year term may be automatically renewed for successive five-year terms, with the approval of the stockholders, unless one party gives a termination notice to the other at least 60 days prior to the effective termination date. If AMP and GAP decidedecides to cancel or renew the agreement, GAP’s stockholderGAP needs the approval would be required.of at least 51% of the holders of Series “B” shares other than AMP or any party related to AMP.

According to the agreement, as of January 1, 2000, the Company committed to pay AMP annual consideration of U.S.$ 7,000,000 for the years 2000 and 2001 and, beginning in 2002, the greater of U.S.$ 4,000,000 (these amounts are subject to adjustment based on the U.S. National Consumer Price Index (“CPI”)) or 5% of GAP’s consolidated operating income, defined as earnings before interest income or expense, calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization (these amounts are subject to restatement based on the U.S. National Consumer Price Index (CPI)).amortization.

AMP is also entitled to the refund of expenses incurred in the rendering of the services provided for in the agreement.

As described in Note 1.a, according to the terms of the concessions and the Government Duties Law, the Company must pay the Mexican Government an annual tax for the rights to use airport facilities equivalent to 5% of each concessionaire’s annual gross revenues. Until February 2006, the payment of such tax to the Mexican Government was considered a transaction with a related party; however, subsequent to the sale of the Mexican Government’s participation in the Company in February 2006, it is no longer considered a related party.

20


The total amounts paid to executive officers were as follows:

 

   2007  2006  2005

Benefits paid

  Ps.15,950  Ps.15,301  Ps.15,073

Indemnification payments

   329   1,541   86
            

Total

  Ps.16,279  Ps.16,842  Ps.15,159
            

In 2007, the Company implemented an incentive plan for certain key directors. The amount of the incentive paid is tied to the performance of the Company’s publicly traded stock. At December 31, 2007, no related compensation effect has been recorded in the accompanying financial statements as Company management determined the amount to be immaterial.

   2010   2009   2008 

Benefits paid

  Ps.20,387    Ps.19,883    Ps.17,924  
               

 

16.18.Other (expense) income

a.The total amounts are comprised as follows:

   2010   2009   2008 

PTU

  Ps.(387)    Ps.(599)    Ps.(67)  

Loss on sale of fixed assets

   (616)     (6,859)     (4,480)  

Gain from a judicial resolution

   —       —       8,000  

Repairs due to natural disasters

   (1,499)     (3,829)     —    

Other

   537     (423)     4,090  
               
  Ps.(1,965)    Ps.(11,710)    Ps.7,543  
               

F-27


b.PTU is comprised as follows:

   2010   2009   2008 

PTU:

      

Current

  Ps.(1,785)    Ps.(1,759)    Ps.(3,664)  

Deferred

   1,398     1,160     3,597  
               
  Ps.(387)    Ps.(599)    Ps.(67)  
               

c.Deferred PTU as of December 31, 2010 and 2009, was originated by provisions for employee benefits and other accounts payable, which amounts to Ps. 7,475 and Ps 6,077, respectively.

19.Income taxes

In accordance with Mexican tax law, theThe Company is subject to income tax,ISR and through 2007, tax on assets. Income tax is computed taking into consideration the taxable and deductible effects of inflation, such as depreciation calculated on restated asset values. Taxable income is increased or reduced by the effects of inflation on certain monetary assets and liabilities through the inflationary component, which is similar to the gain or loss from monetary position. As of 2007, the taxIETU.

The ISR rate is 30% for 2010 through 2012 and was 28% in 2009 and in 20062008; it will be 29% for 2013 and 2005, it was 29% 30%, respectively. Due to changes in the tax legislation, effective January 1, 2007, taxpayers who file tax reports and meet certain requirements may obtain a tax credit equivalent to 0.50% or 0.25% of taxable income. PTU paid is fully deductible.28% for 2014.

In 2007, tax on assets was calculated by applying 1.25% to the value of the assets of the year, without deducting any liabilities. Through 2006 and 2005, tax on assets was calculated by applying 1.8% on the net average of the majority of restated assets less certain liabilities, including liabilities payable to banks and foreign entities. Tax on assets was payable only to the extent that it exceeded income tax payable for the same period.

On October 1, 2007, the Business Flat Tax Law (“LIETU”) was enacted and went into effect on January 1, 2008. In addition, the Tax Benefits Decree and the Third Omnibus Tax Bill were published on November 5 and December 31, 2007, respectively, clarifying or expanding the transitory application of the law regarding transactions carried out in 2007 that will have an impact in 2008. IETU applies to the sale of goods, the provision of independent services and the granting of use or enjoyment of goods, according to the terms of the IETU, less certain authorized deductions. IETU payable is calculated by subtracting certain tax credits from the tax determined.- Revenues, as well as deductions and certain tax credits, are determined based on cash flows generated beginning January 1, 2008.of each fiscal year. Beginning in 2010, the IETU establishes that the tax rate will be 16.5% in 2008,is 17.5%, and it was 17% in 2009 and 17.5% as of 2010.16.5% in 2008. The Asset Tax (IMPAC) Law was repealed upon enactment of LIETU;the IETU Law; however, under certain circumstances, tax on assetsIMPAC paid in the ten years prior to the year in which income taxISR is paid for the first time, may be refunded,recovered, according to the terms of the law.

The income tax expense in the year is paid based on the higher of ISR and IETU.

According to its financial projections and in accordance with INIFInterpretation of Financial Reporting Standards (“INIF”) 8,Effects of the Business Flat Tax, the Company determined that itall subsidiaries will pay income tax,ISR, except for Corporativo de Servicios Aeroportuarios, S.A. de C.V. (“Corsa”), Puerta Cero Parking, S.A. de C.V. (“PCP”) and thereby recognized its deferredServicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”), which essentially will pay IETU. Deferred income taxes are recognized at each subsidiary based on the regular income tax regime in the accompanying consolidated financial statements. Therefore, IETU did not result in adverse effects in current earnings.expected to be paid.

 

 a.Recoverable income taxtaxes paid on dividends

In 2002, certain subsidiaries declared2007, the Guadalajara airport deducted Ps. 23,022 of ISR paid on dividends in favor of2006 against its 2006 annual tax return. Subsequently, the tax authorities refused the deduction, arguing it was incorrect. On September 9, 2010, the Guadalajara airport received a resolution from the authorities, confirming the Company’s criteria regarding the recoverable income taxes paid on dividends paid in 2006. Currently, the Company for Ps. 175,173 (Ps. 142,939 nominal pesos). However, suchis awaiting a cash refund from the fiscal authorities or, if the case may be, that the authorities appeal the resolution received in 2010.

In 2008, the Aguascalientes, La Paz, Mexicali and Morelia airports paid dividends were not applied against the net income tax account and thuswhich generated income tax on dividends and a recoverable income tax asset of Ps. 93,915 (Ps. 76,969 nominal pesos), payable by8,470. The Company’s management estimates that this amount will not be recoverable within the time limit, and thus reserved the asset.

In 2009, the Aguascalientes and Morelia airports paid dividends which generated income tax on dividends of Ps. 933. The Company’s management estimates that this amount will not be recoverable within the time limit, and thus reserved the asset.

During 2009 the Company accordingrequested from the Secretaría de Hacienda y Crédito Público (the “Mexican Treasury Department”), for the Guadalajara, Puerto Vallarta, Los Cabos and Tijuana airports, confirmation of the criteria with respect to the application of Article 11 of the income tax law. Such amount was chargedIncome Tax Law (the “ISR Law”) to retained earnings andISR paid to the tax authorities on December 17, 2002.

dividends paid. The Company subsequently considered that the above tax payment could have been credited against tax on assets for the year the subsidiaries declared the dividend, based on Article 9 of the Asset Tax Law.

As such, the Company decided to record the taxes paid as a long-term recoverable income tax and request the related refund. The recognition of this asset generated an additional credit in the 2002 statement of income, which was presented as part of income tax expense.

21


From 2002 through December 2007, the Company filed a request with the tax authorities forobtained positive confirmation, of the criteria under which it was requesting this refund and as well, requested the related refund.

As of the date of these financial statements, the following resolutions have been obtained: a) The Aguascalientes airport received a refund of Ps. 4,827 nominal pesos in 2005; b) At the La Paz airport, the refund was denied in the ultimate instance in 2006 and the airport recognized an expense of Ps. 5,104 nominal pesos to remove the previously recognized recoverable tax asset; c) In May 2007, the Puerto Vallarta airport decided to forego its caseexcept with respect to the refundGuadalajara airport, that the mechanism in Article 10 of the ISR Law, which is being applied by the Company, establishes that ISR paid on dividends is creditable against current ISR of the year in which the dividends are paid and instead, determinedthe subsequent two years, prior to the crediting of monthly provisional ISR payments from the same year, thereby establishing technical merits for the recovery of the amount at the Guadalajara airport.

F-28


In 2010, the Company canceled the recoverable income taxes paid on dividends in previous years at the Tijuana and Guanajuato airports, for a total amount of Ps. 62,318, and the income taxes paid on dividends in 2010 for the Aguascalientes, Guanajuato, Guadalajara, Hermosillo, Mexicali, Puerto Vallarta and Los Cabos airports for a total amount of Ps. 21,876. Despite the fact that it would bethe Company is able to recover these taxes paid, the amountadministration of Ps. 24,202 (nominal pesos) through recoverable asset tax paid. Accordingly, the recoverable tax asset was written off; however, given that the Company had a deferreddetermined that if the tax asset recognized with respectis credited against future income taxes payable, it significantly decreases the possibility to recoverable assetpay dividends in subsequent years from the net tax that was fully reserved, such valuation allowance was reversed now that the airport determined it would be able to recover the amount. Accordingly, no net effect occurred in current earnings as a result of this decision; d) In 2007, the Mexicali and Tijuana airports received unfavorable sentences, for which reasonincome account (“CUFIN”). Therefore, the Company decided to reserve Ps. 3,920 and Ps. 38,916, respectively. In spite of this,has established a policy whereby the CompanyISR paid on dividends will continue with the legal proceedings through the ultimate instance in an effort to obtain a favorable sentence. In that instance, the benefit wouldnot be recognized in earnings of the corresponding year.

In the case of the Tijuana airport, in May 2005, the Mexican Treasury Department issued a fine on the grounds that it considered the inclusion of this requested refund in the annual tax return to be inappropriate. As such, the airport paid Ps. 11,445 (nominal pesos), but filed a judicial annulment for refund of such fine, for which they received a favorable resolution in the ultimate instance. Thus, the Company must file a request for refund with the tax authorities.credited against future income taxes payable.

 

 b.Recoverable taxes

In 2003, the Company filed a request with the tax authorities regarding the confirmation of the criteria with respect to the basis that the Company cancould use to calculate the asset tax. The Company is requestingrequested that such calculation, based on the interpretations of tax law as published by the Mexican Treasury Department, should only take into account the amount effectively paid by AMP for the shares of the Company that was reflected in the assets in each concession acquired through the bidding process. On April 23, 2004 and July 20, 2004 the Mexican Treasury Department (for the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Mexicali airports, hereinafter referred to as the “Minor airports” and for the Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Bajío and Manzanillo airports, hereinafter referred to as the “Principal airports”, respectively) denied the criteria requested by the Company. Accordingly, the Company filed a judicial annulment.

OnAfter several legal procedures, on August 29, 2006, the Mexican Treasury Department confirmed the criteria for the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports, reducing the asset tax basis for these airports. Thus, for these airports, the base used to calculate tax on assets considers only the amount effectively paid by AMP for its 15% of the shares of the Company. This generated a recoverable tax as of December 31, 2006 for Ps. 190,537 (nominal pesos), plus Ps. 18,026 (nominal pesos) related to inflation, for a total recoverable asset of Ps. 208,563 (nominal pesos) recognized within the current recoverable income tax asset.

During 2007, the Company received a refund of Ps. 146,407 related(nominal pesos). The remaining amount of Ps. 62,156 which corresponds to amounts from years 2002, 2003, 2005 and 2006 (2005 and 2006 corresponding only to the airports, resultingHermosillo airport) has been denied by the tax authorities. Accordingly, the Company filed a judicial annulment in order to obtain a pending balance of Ps. 62,156.favorable resolution.

As a result of these annulment proceedings, the Company received favorable resolutions for the Los Mochis, Aguascalientes and La Paz airports. Unfavorable resolutions were received for the Morelia and Manzanillo airports. In January 2010, the Los Mochis airport received the refund of the asset tax paid for Ps. 25,648 (interest included), and in September 2010 the Aguascalientes airport received the refund of the asset tax paid for Ps. 978 (interest included). On January 22, 2010, the Hermosillo airport initiated a judgment of nullity against the resolution that denied the refund of the asset tax claimed. The recoverable tax balance as of December 31, 20072010 amounts to Ps. 24,424 (inflationary effects included). In the judicial annulment foropinion of the Principal airports was still pending resolution.Company and its legal counsel, an unfavorable outcome is considered remote.

 

22


 c.Income tax expense consists of the following:

 

   2007  2006  2005 

Income tax:

    

Current

  Ps.464,342  Ps. 405,623  Ps. 367,030 

Deferred

   (229,601)  109,141   122,727 

Cancellation of recoverable income tax

   42,836   —     —   

Recovery of tax on assets

   —     (130,656)  —   
             

Income tax expense

  Ps.277,577  Ps.384,108  Ps.489,757 
             

d.      The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the years ended December 31 is shown below:

         

   2007  2006  2005 

Statutory rate

   28%  29%  30%

Effect of permanent differences

   (1%)  0%  (1%)

Effects of inflation

   1%  1%  1%

Effects of cancellation of recoverable income tax

   3%  —     —   

Effect of recovery of tax on assets originated from enactment of IETU

   (17%)  —     —   

Effect of recovery of tax on assets

   —     (10)%  —   

Change in valuation allowance

   3%  9%  11%
             

Effective rate

   17%  29%  41%
             
   2010  2009  2008 

ISR:

    

Current

  Ps.469,836   Ps.359,553   Ps.431,295  

Deferred

   (472,776  (211,778  (324,915

Deferred ISR due to tax rate increases

   —      (8,967  —    

Cancellation of recoverable income tax

   84,194    933    8,470  

IETU:

    

Current

   12,198    9,943    8,136  

Deferred

   2,000    (8,510  6,253  

Deferred IETU due to tax rate increases

   —      (257  386  
             
  Ps.95,452   Ps.140,917   Ps.129,625  
             

F-29


d.The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the years ended December 31 is shown below:

   2010  2009  2008 

Statutory rate

   30  28  28

Effect of tax rate increase

   —      (1%)   —    

Effects of inflation

   (28%)   (20%)   (29%) 

Effects of cancellation of recoverable income taxes

   5  —      1

Change in valuation allowance

   (1%)   4  8
             

Effective rate

   6  11  8
             

 

 e.At December 31, the main items comprising the deferred income tax asset are:

 

   2007  2006 

Airport concessions and rights to use airport facilities

  Ps.221,760  Ps. 325,170 

Trade accounts receivable

   13,161   11,430 

Severance liability

   3,893   878 

Reorganization provision

   7,840   —   

Other provisions

   8,191   —   

Capitalized comprehensive financing result

   (612)  —   

Embedded derivatives

   (6,980)  (5,375)
         

Deferred income tax from temporary differences

   247,253   332,103 

Effect of tax loss carryforwards

   298,927   212,661 

Recoverable tax on assets paid

   739,682   711,156 
         
   1,285,862   1,255,920 

Valuation allowance for recoverable tax on assets paid

   (121,277)  (459,314)

Valuation allowance for tax loss carryforwards

   (116,966)  (84,183)
         

Net long-term deferred income tax asset

  Ps. 1,047,619  Ps.712,423 
         
   2010  2009 

Deferred ISR asset (liability):

   

Allowance for doubtful accounts

  Ps.58,991   Ps.37,297  

Airport concessions and rights to use airport facilities

   1,299,822    917,969  

Machinery, equipment and improvements on leased buildings

   38,511    29,790  

Improvements to concession assets

   117,877    75,512  

Capitalized comprehensive financing result

   (15,744  (11,688

Embedded derivatives

   (3,468  (4,929

Hedging derivative financial instrument

   2,370    295  

Employee benefits

   —      5,639  
         

Deferred ISR

   1,498,359    1,049,885  

Effect of tax loss carryforwards

   197,009    232,132  

Valuation allowance for tax loss carryforwards

   (158,511  (211,760
         

Net long-term deferred ISR asset

   1,536,857    1,070,257  
         

Deferred IETU asset (liability):

   

Employee benefits

   9,487    7,883  

Accounts receivable and payable – net

   (7,457  (2,234

Machinery and equipment

   (1,901  (3,522
         

Net long-term deferred IETU asset

   129    2,127  
         

Net long-term deferred income tax asset

  Ps.1,536,986   Ps.1,072,384  
         

As a resultFor the computation of the enactmentdeferred income tax asset as of IETU,December 31, 2010 and 2009, the Company now has ten years, beginning in 2008applied to recover existing asset tax credit carryforwards; as well,temporary differences the LIETU established a mechanismapplicable rates according to recover existing asset tax credit carryforwards that ultimately benefitedtheir estimated date of reversal. The result derived from the Company. Based on these changes which resultedapplication of different rates is presented in the Company’s abilitycaptions of Deferred ISR due to recover tax on assets that was previously determinedrate increase and Deferred IETU due to be unrecoverable, coupled withtax rate increases in the Company’s financial projections from 2008 to 2017, in 2007, the Company recognized recoverabletable of tax on assets paid in previous years for Ps. 354,897 (Ps. 286,361 nominal pesos), through the cancellation of the valuation allowance.provisions above.

 

23


 f.As a result of the enactment of IETU beginning in 2008, the Company has ten years to recover, under specific circumstances, existing asset tax credit carryforwards paid in previous years. The actual amount of recoverable tax on assets paid in previous years amounts tois Ps. 739,682.634,879. However, according to tax on asset andthe IETU laws,law, the recovery against income tax of the amount of tax on assets paid in the last ten years is limited to 10% per year. Therefore, the Company recognized a valuation allowance of Ps. 121,277, which results in net recoverable tax on assets238,561 as of December 31, 2010. The remaining amount is composed of Ps. 296,480 (nominal value) and Ps. 99,838 of inflation corresponding to the following:period 2002 to 2010.

At December 31, the recoverable tax on assets is comprised as follows:

   Recoverable tax on assets
for year 2007
  Recoverable tax on assets
from 2008 to 2017
  Total

Bajío

  Ps.8,827  Ps. 3,773  Ps. 12,600

Guadalajara

   69,924   124,854   194,778

Morelia

   —     4,277   4,277

Puerto Vallarta

   35,355   14,479   49,834

Tijuana

   —     356,346   356,346

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

   570   —     570
            

Total

  Ps. 114,676  Ps. 503,729  Ps. 618,405
            

   2010  2009 

Recoverable tax on assets paid

  Ps.634,879   Ps.646,316  

Valuation allowance for recoverable tax on assets paid

   (238,561  (250,076
         

Recoverable tax on assets

  Ps.396,318   Ps.396,240  
         

F-30


At December 31, the recoverable tax on assets paid is comprised as follows:

   Tax on assets
recoverable from
2010 results
   Tax on assets
expected to be
recoverable from
2011 to 2017
   Total 

Guanajuato

  Ps.496    Ps.2,571    Ps.3,067  

Guadalajara

   15,880     95,907     111,787  

Puerto Vallarta

   2,338     9,698     12,036  

Tijuana

   34,833     234,595     269,428  
               

Total

  Ps.53,547    Ps.342,771    Ps.396,318  
               

 

 g.Additionally, the Company has generated Ps. 1,067,596703,605, of net operating loss carryforwards. However, based on its financial projections, the Company expects that only those net operating loss carryforwards at Grupo Aeroportuario del Pacífico, S.A.B. de C.V., the Aguascalientes La Paz and MexicaliMorelia airports will be recoverable, which results in net operating loss carryforwards of Ps. 649,861. All tax loss carryforwards expire in 2048,137,495 as of December 31, 2010 based on future ISR projections. As permitted by the Mexican tax authorities for concession operations.operations, all tax loss carryforwards expire in 2048.

 

17.20.Commitments

 

 a.The Company has leased office space under threeone five-year operating lease agreements, effective as ofagreement, which was renewed in February 2006, February 2003 and June 2006.2008. The respective monthly rental payments areis U.S.$ 20,807, U.S.$ 7,888 and U.S.$ 2,784.38,233. Base rent is subject to increases according to the NCPI and the CPI, respectively.CPI.

Lease expense was Ps. 4,746,5,014, Ps. 4,4975,068 and Ps. 4,2084,717 for the years ended December 31, 2007, 20062010, 2009, and 2005,2008, respectively.

 

 b.On December 16, 2004,28, 2009, the SCT authorized the Company’s Master Development Program (MDP)MDP update for the next five-year period from 2005-2009.2010-2014. The table below shows the investments to be made during this period, as approved by the SCT:

 

Year

  MDP  Investment for
handling checked-in

luggage
  Total
amount

2005

  Ps. 338,071  Ps. 308,843  Ps. 646,914

2006

   424,697   —     424,697

2007

   359,683   —     359,683

2008

   311,560   —     311,560

2009

   243,277   —     243,277
            
  Ps. 1,677,288  Ps.308,843  Ps. 1,986,131
            
Year  Amount 

2010

  Ps.553,904  

2011

   989,456  

2012

   562,217  

2013

   411,349  

2014

   253,731  
     
  Ps.2,770,657  
     

Amounts set forth above are expressed in thousands of Mexican pesos of purchasing power as of December 31, 2003, as the Company is currently discussing with SCT the determination of the correct inflation index2007, and have to be used to restate such amounts as of December 31, 2007.

On February 2007, SCT authorized additional investments underre-expressed using factors derived from the MDP of Ps. 151,883National Construction Price Index at the Puerto Vallarta airport and Ps. 420,797 at the Los Cabos airport, representing nominal amounts at December 2003. The aggregate MDP, considering this additional capital expenditure is Ps. 2,558,811.time of their execution.

 

24


18.21.Contingencies

 

 a.Several municipalities have filed real estate tax claims against some subsidiary concessionairesairports related to the land where the airports are located.operate. Based on the opinion of its external legal counsel, the Company believes that there are no legal grounds for such claims. Therefore, the Company has initiated legal proceedings to invalidate the claims, and, where applicable, related foreclosures or other actions. Although no assurance can be given, the Company does not expect the resolutions to have any adverse effects on its consolidated financial position or results of operations.

In the case of the Mexicali airport, claims have been filed for Ps. 89 million89,000 (nominal pesos), which is guaranteed with an encumbrance on 25% of the daily revenues from the operation of the parking lot at the airport generated from November 2004 and until December 31, 2007.September 24, 2008. The cumulative amount of such encumbrances is Ps. 5.4 million6,300 (nominal pesos). During 2006,2008, the Company received a favorable resolution in the first instance,ultimate instance. Accordingly, the Company has claimed a refund for this amount which was appealed by the municipality. As of the date of these financial statements, the case is still pending resolution.payment.

F-31


On June 8, 2005, the Tijuana airport received a second municipal real estate tax claim of Ps. 146,442 (nominal value), similar to municipal claims previously received by this and other airports, as described above. During 2005, the municipal authorities ordered the temporary encumbrance of certain assets at the Tijuana airport.. On February 9, 2006, a bailment contract was issued on behalf of the Tijuana airport for Ps. 141,770 (nominal pesos) in order to release an encumbrance of certain of its assets. In March 2008, the encumbrance. AsTribunal declared the annulment of the datetax claim, but upheld, however, the right for the municipal authorities to claim real estate taxes over commercial areas. The Company filed a legal proceeding against the resolution, but only for the decision of these financial statements, the casecourt to maintain the right of the municipal authorities to claim real estate taxes over commercial areas. As the Tribunal declared the original tax claim null and void, the bailment was cancelled during 2008. In opinion of the Company and its legal counsel, the possibility of an unfavorable outcome is remote.

On October 20, 2010 the municipal authorities of Tijuana issued a third payment request for real estate taxes covering the period from the first half 2000 to the second quarter 2010, for an amount of Ps. 269,229 (nominal pesos). Nevertheless, the Company has guaranteed a portion of the amounts claimed and in other cases, the payment requests are for years for which the statute of limitations has expired. However, this legal proceeding is still pending resolution. Previous judgments in this and other airports have been resolved favorably for the Company. The administration of the Company and its legal counsel believe that there are sufficient elements to resolve the case in favor of the Company, such that the possibility of an unfavorable outcome is remote.

 

 b.On January 25, 2006, the Company entered into a line of credit which provides for the issuance of letters of credit up to an aggregate amount of Ps. 300,000 with a financial institution in order to guarantee all amounts claimed by the municipal authorities at its airports. Although no borrowings have been made against the line of credit, until its expiration in 2009, the Company’s airport subsidiaries are subject to certain financial covenants, including, among others, the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders’ equity less intangible assets (including the Company’s concessions) and reserves for inflationary effects, in each case under MFRS) of at least Ps. 2,100,000, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letters of credit and (iii) maintain consolidated annual earnings before interest, income tax, depreciation and amortization of at least Ps. 1,000,000. As of the date of these financial statements, the Company has complied with all covenants.

c.In 1970, the Mexican Government expropriated a portion of land occupied by the Tijuana Airport, which was a rural property owned by a group of farmers (“Ejido”). The farmers have raised claims against the indemnity payments received from the Mexican Government. One such claim demands reversal of the land expropriation. While such claims are not actually against the Company, a favorable ruling on the return of the land might disrupt the current airport operation. According to the concession terms, access by the Company to land assigned to concessionaires is guaranteed. Therefore, the Company believes, although no assurance can be given, that the Mexican Government would be liable for any operational disruption caused by the farmers and would have to restore the concessionaire rights of use of public property. During 2007,2008, the Ejido received an unfavorable resolution, which it appealed. As of the date of these financial statements, the Ejido received a favorable resolution. This resolution may affect the perimeter of the airport, due to the lack of information about the shape of the surface reverted in favor of the Ejido, although the Company believes such situation to be remote. Notwithstanding, the Company believes it has legal elements to appeal an adverse resolution. Additionally, the Mexican Government is still pending.required to reimburse any economic damage to the airport. In opinion of the Company and its legal counsel, the possibility of an unfavorable outcome is remote.

 

 d.c.Federal, state and environmental protection laws regulate the Company’s operations. According to these laws, the passing of regulations relating to air and water pollution, environmental impact studies, noise control and disposal of dangerous and non-dangerous material has been considered. The Federal Environmental Protection Agency has the power to impose administrative, civil and criminal penalties against companies violating environmental laws. It is also entitled to close any facilities that do not meet legal requirements. As of the date of these consolidated financial statements, the Company does not have any environmental sanctions against it.

 

25


 e.d.In 2002, the Company settled a dispute with ASA related to administrative services provided to the Company during 1999. As a result of the settlement, the Company recorded a liability of Ps.70,924 (constant pesos)Ps. 70,924 during 2002, which was ultimately paid to ASA during 2003. The Company considered these fees deductible for fiscal year 2003 and accordingly, on February 18, 2003, filed a request with the Mexican Treasury Department to confirm that such tax treatment was appropriate, regardless of the fact that the settlement took place in 1999.

As a result of a denial of the Company’s request by the Mexican Treasury Department, the Company filed for appeals at each airport. SinceAs of December 31, 2010, the dateHermosillo airport judgment is still pending, and amounts to Ps. 3,059. In opinion of these appeals, the Company has received favorable sentences inand its legal counsel, the ultimate instance as several airports. At the Aguascalientes and Morelia airports, however,possibility of an unfavorable sentences in the ultimate instance were received, for which reason the Company has recognized a provision of Ps. 1,336 and Ps. 2,058, respectively, which include penalties and interest.

At six of its other airports, the Company has received a favorable sentence in the first instance. If the Companyoutcome is not successful in such claims, it is expected that it may be required to pay Ps. 20.6 million, plus penalties and interest accumulated through the date of payment, in addition to provision already recognized as discussed above.remote.

 

F-32


 f.A claim has been filed against the Company by Remaconst, S.A. de C.V. concerning breach of a contract entered into between Remaconst and ASA, the Company’s predecessor, in 1992. As of the date of these financial statements, the Company has received a favorable sentence, which requires Remaconst to pay Ps. 17,222 as a maximum amount. However, the Company is still negotiating with Remaconst to define the terms and the total amount to be paid.

g.e.The users of airports, principally airlines, have been subject to increased costs following the events of September 11, events.2001 in addition to the events on December 26, 2009 in Detroit, Michigan. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security guidelines in the future. Because a substantial majority of the Company’s international flights involve travel to the U.S., the Company may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities. The Mexican Government, being part of the International Civil Aviation Organization (“OACI”), indirectly accepted a resolution proposed by OACI related to requiring all checked baggage on all commercial flights beginning in January 2006 to undergo a comprehensive screening process. The new process is expected to require the installation of new screening equipment, which the Company will be required to purchase and operate. TheDespite the fact that the Company cannot currently estimatehas executed a contract with Rapiscan for the costacquisition and construction of compliance withsecurity equipment, the new screening guidelines. The Company could be required to undertake significant additional capital expenditures and ongoing operating expenses to comply with these requirements, whichexpenses. This could restrict itsthe Company’s liquidity and adversely affect its operating results. In addition, the Company may be exposed to a higher risk of liability as a result of the requirement that itto directly operatesoperate this equipment.

 

 h.f.Grupo de Ingeniería Universal, S.A. de C.V. (“GIUSA”), a contractor thatCurrently, the Mexican Treasury Department carried out specific worktax audits at certain of the Guadalajara International Airport, suedCompany’s airports. As a result of such airport, claiming non-complianceaudits, the Mexican Treasury Department claimed that the Aguascalientes, La Paz, Mexicali and Morelia airports incorrectly applied the fiscal amortization rates with respect to the contract and other related agreements, as well as the paymentvalue of approximately Ps. 43 million and other unquantified benefits.their respective concessions. The Company obtained favorable sentencehas filed administrative proceedings rejecting the claims made by the tax authority and defending its original position. With respect to the Aguascalientes and La Paz airports, the authority determined a fine of Ps. 1,733 and Ps. 3,700, respectively. These amounts were paid by the airports, however the Company has filed a judgment of nullity claiming the refund of these fines. In the Mexicali and Morelia airports, the Company filed judgment of nullity against the authorities’ resolutions, which denied the Company’s criteria.

In December 2010, the Aguascalientes and Mexicali airports received unfavorable sentences with respect to their arguments, which they plan to appeal in first instance, which was appealed by GIUSA. As2011. However, in opinion of the date of these financial statements, resolution is still pending. Although no assurance can be provided, the Company considers that it hasand its legal counsel, there are sufficient elements to obtain a favorable outcome.outcome and the Company believes an unfavorable outcome is remote.

 

19.22.Information by industry segment

The Company determines and evaluates its airports individual performances before allocating personnel-related costs and other costs incurred by Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (“SIAP”),SIAP, the subsidiary relating to the Company’s senior management. All airports provide similar services to their customers. The following table shows a summary of the Company’s financial information by segment as it relates to the Guadalajara, Tijuana, Puerto Vallarta, Los Cabos, Hermosillo and BajíoGuanajuato airports. The financial information relating to the remaining six airports as well as that of SIAP, Pacífico Cargo (until 2006), Corsa and Parking (since 2007), and the Company’s corporate operations (including investment in its subsidiaries) was combined and included under “Other”“Other Airports”. The financial information regarding SIAP, Corsa, Parking and the Company’s own operations, including its equity method under “Total intersegment revenues”, was combined and included under “Other Companies”. The elimination of the investment of the Company in its subsidiaries is included under “Eliminations”. along with any intersegment revenues and other significant intercompany operations.

December 31, 2010 Guadalajara  Tijuana  

Puerto

Vallarta

  Los Cabos  Hermosillo  Guanajuato  

Other

Airports

  

Other

Companies

  Eliminations  Total 

Total external revenues (Include revenues from INIF 17)

 Ps.1,477,633   Ps.639,248   Ps.696,314   Ps.781,073   Ps.179,074   Ps.182,302   Ps.418,025   Ps.—     Ps.—     Ps.4,373,669  

Total intersegment revenues

  —      —      —      —      —      —      —      1,746,706    (1,746,706  —    

Income from operations

  652,061    188,461    296,365    382,110    38,734    46,678    (33,396  1,476,336  �� (1,487,997  1,559,352  

Interest income

  48,827    36,058    17,678    26,126    6,350    6,869    25,077    41,999    —      208,983  

Interest expense

  (29,523  (3,548  (24,742  (46,382  (10,533  (10,539  (20,333  (5,777  —      (151,376

Income tax

  97,521    34,336    48,023    85,029    (6,857  9,020    (179,083  7,463    —      95,452  

Total assets

  9,241,004    5,461,015    3,965,237    3,369,396    1,512,741    1,320,850    3,640,123    26,860,253    (26,481,337  28,889,282  

Total liabilities

  505,113    159,581    422,902    687,240    156,758    173,379    256,507    193,742    (336,845  2,218,377  

Cash provided by operating activities

  853,511    530,673    415,247    448,257    100,556    140,359    215,757    (127,211  21    2,577,170  

Capital expenditures in productive assets

  (226,622  (138,429  (144,709  (162,426  (49,682  (40,911  (162,847  (9,887  —      (935,513

Cash used in financing activities

  (662,230  (270,000  (106,950  (394,052  (33,774  (44,004  (22,100  (1,609,809  1,676,483    (1,466,436

Investment in productive assets

  7,620,136    4,449,079    3,352,636    2,806,313    1,266,394    1,105,364    3,231,398    52,701    (69  23,883,952  

Depreciation and amortization for the year

  283,226    141,762    117,216    94,506    47,162    41,386    138,793    15,890    —      879,941  

 

26F-33


December 31, 2007

  Guadalajara  Tijuana  Puerto
Vallarta
  Los Cabos  Hermosillo  Bajío  Other  Eliminations  Total

Total revenues

  Ps. 1,163,027   Ps. 477,779  Ps. 528,527  Ps. 556,151  Ps. 156,333  Ps. 192,119  Ps. 2,044,688  Ps. (1,641,300) Ps. 3,477,324

Income from operations

   624,150   172,894   282,790   336,934   45,378   84,413   1,450,041   (1,411,195)  1,585,405

Interest income (expense)

   41,891   74,500   10,555   20,071   3,488   7,866   (5,565)  0   152,806

Income tax expense

   194,180   (201,166)  85,904   97,920   12,712   25,364   62,663   0   277,577

Total assets

   8,826,742   5,552,341   3,809,317   3,188,003   1,424,398   1,318,432   30,041,700   (26,634,656)  27,526,277

Total liabilities

   135,693   51,628   287,839   473,698   63,489   57,312   323,085   (228,032)  1,164,712

Capital expenditures

   238,682   25,401   178,223   318,842   17,330   11,637   141,502   0   931,617

Buildings, building improvements, machinery and equipment

   903,746   296,139   503,345   560,461   147,665   141,703   627,988   (69)  3,180,978

Other acquired rights

   99,610   17,330   330,731   410,969   2,056   —     1,723   0   862,419

Depreciation and amortization for the year

   240,698   136,463   101,647   67,767   40,408   37,980   129,134   0   754,097

December 31, 2006

  Guadalajara  Tijuana  Puerto
Vallarta
  Los Cabos  Hermosillo  Bajío  Other  Eliminations  Total

Total revenues

  Ps.1,010,624  Ps.388,371  Ps.484,384  Ps. 508,340  Ps.138,115  Ps.174,382   Ps. 1,463,104  Ps. (1,121,127) Ps.3,046,193

Income from operations

   477,223   101,525   256,676   324,856   36,478   74,204   941,408   (930,671)  1,281,699

Interest income (expense)

   26,148   6,741   2,429   31,210   5,478   6,172   (221)  0   77,957

Income tax expense

   144,951   95,558   75,729   101,148   (18,884)  22,768   (37,162)  0   384,108

Total assets

   8,836,799   5,114,083   3,563,808   2,805,196   1,427,442   1,297,519   29,763,533   (26,333,280)  26,475,100

Total liabilities

   88,725   42,782   65,615   51,881   23,589   20,607   474,248   (422,709)  344,738

Capital expenditures

   195,738   39,766   150,711   151,507   41,236   13,508   73,294   0   665,760

Buildings, building improvements, machinery and equipment

   723,625   295,861   348,911   256,631   141,195   141,518   542,698   (70)  2,450,369

Other acquired rights

   102,015   17,752   338,831   421,034   2,107   —     1,766   0   883,505

Depreciation and amortization for the year

   252,184   134,833   98,477   63,821   37,868   36,758   120,196   0   744,137

December 31, 2005

  Guadalajara  Tijuana  Puerto
Vallarta
  Los Cabos  Hermosillo  Bajío  Other  Eliminations  Total

Total revenues

  Ps.889,900  Ps.352,694  Ps.443,540  Ps.465,679  Ps.141,736  Ps.167,940   Ps. 1,263,776  Ps.(927,621) Ps.2,797,644

Income from operations

   420,852   79,905   234,664   295,021   47,799   72,560   846,693   (807,351)  1,190,143

Interest income (expense)

   34,647   3,763   8,071   39,149   5,427   7,610   (1,689)  0   96,978

Income tax expense

   130,273   95,804   30,216   93,375   44,804   22,318   72,967   0   489,757

Total assets

   8,761,433   5,116,978   3,591,681   2,766,219   1,381,377   1,293,234   29,522,675   (26,149,645)  26,283,952

Total liabilities

   70,746   49,133   60,928   49,838   19,956   21,341   422,676   (387,315)  307,303

Capital expenditures

   177,842   34,888   148,967   31,770   45,553   24,008   171,182   0   634,210

Buildings, building improvements, machinery and equipment

   636,121   279,501   219,241   116,614   108,318   138,252   489,557   (70)  1,987,534

Other acquired rights

   103,646   18,176   346,930   431,100   2,157   —     1,806   0   903,815

Depreciation and amortization for the year

   208,072   133,792   86,155   61,564   35,078   35,184   106,431   0   666,276
December 31, 2009 Guadalajara  Tijuana  

Puerto

Vallarta

  Los Cabos  Hermosillo  Guanajuato  

Other

Airports

  

Other

Companies

  Eliminations  Total 

Total external revenues

 Ps.1,115,670   Ps.422,710   Ps.527,723   Ps.566,593   Ps.151,857   Ps.148,654   Ps.333,033   Ps.—     Ps.—     Ps.3,266,240  

Total intersegment revenues

  —      —      —      —      —      —       1,448,981    (1,448,981  —    

Income from operations

  536,249    101,092    257,722    333,171    33,280    40,284    (31,557  1,211,147    (1,187,526  1,293,862  

Interest income

  49,881    35,258    14,536    39,072    6,903    9,871    30,391    14,585    —      200,497  

Interest expense

  (7,067  (2,777  (14,749  (31,842  (6,383  (6,534  (10,203  (11,163  —      (90,718

Income tax

  58,347    (14,883  30,572    64,557    (6,413  (1,684  691    9,730    —      140,917  

Total assets

  9,256,323    5,467,182    3,723,717    3,345,732    1,487,365    1,289,479    3,556,370    26,903,577    (26,647,830  28,381,915  

Total liabilities

  263,194    81,077    218,763    696,105    128,148    112,910    300,384    132,332    (331,552  1,601,361  

Cash provided by operating activities

  749,515    289,050    387,675    401,133    77,291    75,811    215,192    17,623    (914  2,212,375  

Capital expenditures in productive assets

  (112,905  (70,814  (35,718  (72,782  (57,904  (44,940  (143,018  (4,033  —      (542,114

Cash used in financing activities

  (499,030  (132,000  (302,718  (374,788  (14,013  (120,545  (36,375  (1,162,236  1,639,026    (1,002,679

Investment in productive assets

  7,660,694    4,440,295    3,292,758    2,674,215    1,263,848    1,085,670    3,208,036    59,101    (69  23,684,548  

Depreciation and amortization for the year

  258,058    139,434    114,682    88,328    42,483    39,700    129,029    17,121    —      828,835  
December 31, 2008 Guadalajara  Tijuana  

Puerto

Vallarta

  Los Cabos  Hermosillo  Guanajuato  

Other

Airports

  

Other

Companies

  Eliminations  Total 

Total external revenues

 Ps.1,163,847   Ps.465,185   Ps.585,226   Ps.585,935   Ps.156,487   Ps.177,688   Ps.356,416   Ps.—     Ps.—     Ps.3,490,785  

Total intersegment revenues

  —      —      —      —      —      —      —      1,822,620    (1,822,620  —    

Income from operations

  575,297    142,702    299,812    354,056    36,921    61,299    (34,747  1,570,204    (1,557,498  1,448,046  

Interest income

  39,718    33,209    17,661    44,480    8,755    12,667    13,749    4,903    —      175,141  

Interest expense

  (2,529  (2,665  (14,338  (26,295  (4,603  (4,101  (1,865  (13,193  —      (69,588

Income tax

  18,050    29,031    25,492    70,588    (15,362  (2,282  (14,735  18,843    —      129,625  

Total assets

  9,238,844    5,443,557    3,796,211    3,459,527    1,452,054    1,373,326    3,567,502    26,818,388    (27,007,715  28,141,694  

Total liabilities

  151,217    61,526    250,760    649,708    80,039    91,963    175,114    167,810    (224,089  1,404,048  

Cash provided by operating activities

  722,545    108,386    259,681    288,756    68,782    86,730    84,223    (5,488  953    1,614,567  

Capital expenditures in productive assets

  (160,491  (38,512  (26,723  (181,211  (22,271  (20,942  (66,330  (5,494  —      (521,974

Cash used in financing activities

  (230,000  (301,500  (285,752  (84,569  (40,651  (44,089  (24,000  (1,172,212  1,169,500    (1,013,272

Investment in productive assets

  7,837,861    4,522,001    3,374,334    2,715,120    1,248,481    1,099,570    3,204,686    71,541    (69  24,073,525  

Depreciation and amortization for the year

  243,528    137,012    110,079    87,252    41,114    37,003    122,022    20,241    —      798,251  

Productive assets are comprised of Machinery, equipment, Improvements to leased buildings, Improvements to concession assets, Airport concessions, Rights of use of airport facilities, Other acquired rights and Other assets. Likewise, “Capital expenditures in productive assets” is equal to “Net cash used in investing activities”.

 

20.23.RevenueRevenues

According to the General Law on Airports and its regulations, Companycertain of the Company’s revenues are classified as airport, complementary and commercial services. Airport services generally include the use of airport runways, taxiways and parking areas for arriving and departing planes, use of passenger walkways, security services, hangars, and, in general, use of the space inside the terminal and other infrastructure by aircraft, passengers and cargo services. These services include rental of space that is vital for the operation of airlines and complementary service suppliers. Airport services also include access fees charged to third party providers of complementary services. Complementary services are ramps and handling services, catering, fuel supply, maintenance and repairs, and traffic and dispatch services. Airport services and complementary services are regulated services included in the maximum rate.

27


Commercial services include services that are not essential for the operation of an airport, such as car parking areas,services, lease of space to retailers, restaurants and banks.

A price regulation system establishes a maximum rate for airport services and complementary services for each airport for each year in a five-year period. The maximum rate is the maximum amount of revenues per “work load“workload unit” that may be earned at an airport each year from regulated sources. Under this regulation, a work loadworkload unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo. As of December 2009, SCT authorized the Company’s maximum rates applicable for the period 2010-2014. The SCT annually reviews the Company’s compliance with the maximum rates. The table below represents a summary of the information the Company presents to the SCT to comply with its reporting obligations with respect to regulated and unregulated revenues, which are classified as either aeronautical or non-aeronautical revenues. These do not include revenues related to improvements to concession assets under INIF 17, as the Company is not required to report these revenues to the SCT.

During the periods ended December 31, 2007, 20062010, 2009 and 2005,2008, the Company charged up to 99.7%99.9%, 98.8%99.8% and 99.2%, respectively, of the maximum rate.

For presentation purposes, revenues from access fees charged to third party providers of complementary services are classified as airport services. Below is a detail of the Company’s revenues for the years ended December 31, 2007, 2006 and 2005, respectively, according to the General Law on Airports and its regulations:

   2007  2006  2005

Regulated revenues

      

Airport operating services to airlines:

      

Landing

  Ps. 136,272  Ps. 152,105  Ps. 140,930

Charges for not canceling extended stay reservations

   408   47   2,271

Parking on embarking/disembarking platform

   94,193   107,046   100,818

Parking on extended stay or overnight platform

   20,981   25,308   19,175

Passenger walkways and shuttle buses

   23,318   27,460   24,667

Airport security charges

   39,379   34,440   31,742

Airport real estate services to airlines:

      

Leasing of hangars to airlines

   14,794   14,271   14,007

Leasing of shops, warehouses and stockrooms to airlines (operating)

   4,085   4,263   3,979

Leasing of space and other terminal facilities to airlines within the terminal (operating)

   34,716   32,456   27,598

Leasing of land and other surfaces to airlines outside the terminal (operating)

   7,517   6,864   5,949

Leasing of check-in desks and other terminal space

   21,223   21,221   18,238

Leasing of desks and other terminal space for ticket sale

   7,590   6,784   5,652

Airport passenger services:

      

Domestic passenger charges

   1,370,623   1,023,373   922,314

International passenger charges

   968,456   960,692   908,000

Airport real estate services and rights of access to other operators

   17,757   16,354   15,040

Complementary services:

      

Catering services

   9,241   12,598   13,198

Other third-party ramp services rendered to airlines

   18,724   12,436   8,946

Traffic and/or dispatch

   18,882   17,776   15,186

Fuel supply or removal

   2,352   3,268   3,136

Third-party airplane maintenance and repair

   2,358   1,448   289
            

Total regulated revenues included in the maximum rate

   2,812,869   2,480,210   2,281,135

Regulated revenues not included in the maximum rate:

      

Car parking charges

   134,880   113,601   106,537

Recovery of cost over aeronautical services

   11,938   11,247   11,022

Recovery of cost over non-aeronautical services

   11,300   11,443   11,259
            

Total regulated revenues not included in the maximum rate

   158,118   136,291   128,818
            

Total regulated revenues

   2,970,987   2,616,501   2,409,953
            

 

28F-34


   2007  2006  2005

Unregulated revenues

      

Commercial concessions (1):

      

Retail operations

   58,301   52,284   44,969

Food and beverages

   45,899   40,084   33,693

Duty free

   36,700   32,858   26,540

VIP lounges

   6,409   6,287   5,611

Financial services

   6,348   6,177   6,026

Communications and networks

   10,293   12,318   10,817

Car rentals

   52,033   46,904   41,516

Advertising

   34,483   30,842   26,275

Time sharing

   71,594   47,531   52,055

Leasing of space to airlines and other complementary service providers (non-operating)

   63,153   48,734   46,438

Revenues from sharing of commercial activities (1):

      

Retail operations

   10,695   8,416   4,576

Food and beverages

   20,912   16,439   10,294

Duty free

   18,495   15,960   19,378

Financial services

   333   475   375

Communications and networks

   —     8   228

Car rentals

   8,182   6,905   7,181

Advertising

   2,686   801   249

Time sharing

   296   1,282   923

Others

   1,416   3,643   2,825

Access fee for ground transportation

   12,221   12,000   10,764

Non-airport access fees

   38,049   31,291   28,654

Services rendered to ASA

   67   77   66

Various commercial-related revenues

   7,772   8,376   8,238
            

Total unregulated revenues

   506,337   429,692   387,691
            

Total revenues

  Ps. 3,477,324  Ps. 3,046,193  Ps. 2,797,644
            
  2010  2009  2008 

Regulated revenues

   

Airport operating services to airlines:

   

Landing

 Ps.152,430   Ps.138,293   Ps.146,728  

Charges for not canceling extended stay reservations

  1,796    209    808  

Parking on embarking/disembarking platform

  111,755    97,971    100,263  

Parking on extended stay or overnight platform

  28,661    24,898    26,707  

Passenger walkways and shuttle buses

  22,539    19,676    18,222  

Airport security charges

  38,873    35,247    37,921  

Airport real estate services to airlines:

   

Leasing of hangars to airlines

  15,097    9,814    15,362  

Leasing of shops, warehouses and stockrooms to airlines (operating)

  3,063    3,565    4,204  

Leasing of space and other terminal facilities to airlines within the terminal (operating)

  29,180    28,924    32,659  

Leasing of land and other surfaces to airlines outside the terminal (operating)

  3,332    3,927    6,709  

Leasing of check-in desks and other terminal space

  11,705    13,184    18,653  

Leasing of desks and other terminal space for ticket sale

  6,987    7,286    7,736  

Airport passenger services:

   

Domestic passenger charges

  1,355,280    1,123,159    1,312,724  

International passenger charges

  1,099,199    966,540    965,591  

Airport real estate services and rights of access to other operators

  28,760    24,011    21,429  

Complementary services:

   

Catering services

  6,238    5,260    6,473  

Other third-party ramp services rendered to airlines

  16,295    10,600    14,548  

Traffic and/or dispatch

  17,833    19,305    19,340  

Fuel supply or removal

  6,517    2,765    2,443  

Third-party airplane maintenance and repair

  2,223    2,628    3,678  
            

Total regulated revenues included in the maximum rate

  2,957,763    2,537,262    2,762,198  

Regulated revenues not included in the maximum rate:

   

Car parking charges

  163,981    142,816    161,513  

Recovery of cost over aeronautical services

  9,509    10,394    11,577  

Recovery of cost over non-aeronautical services

  11,150    11,165    14,124  
            

Total regulated revenues not included in the maximum rate

  184,640    164,375    187,214  
            

Total regulated revenues

  3,142,403    2,701,637    2,949,412  
            

F-35


  2010  2009  2008 

Unregulated revenues

   

Commercial concessions (1):

   

Retail operations

  66,702    60,646    64,450  

Food and beverages

  57,566    61,961    55,230  

Duty free

  53,562    43,406    44,694  

VIP lounges

  7,740    7,834    6,209  

Financial services

  11,758    10,805    8,514  

Communications and networks

  8,670    9,675    10,037  

Car rentals

  71,539    69,130    58,497  

Advertising

  4,218    5,268    12  

Commercial leasing

  31,132    32,794    40,119  

Time sharing

  86,337    87,952    73,282  

Leasing of space to airlines and other complementary service providers (non-operating)

  91,390    82,555    67,348  

Revenues from sharing of commercial activities (1):

   

Retail operations

  9,601    9,406    8,793  

Food and beverages

  14,014    11,001    18,121  

Duty free

  12,800    18,727    16,123  

Financial services

  —      1,279    469  

Car rentals

  1,375    2,510    6,302  

Advertising

  4,966    4,518    6,280  

Time sharing

  248    349    327  

Access fee for ground transportation

  13,243    11,801    12,148  

Non-airport access fees

  17,219    24,884    36,844  

Services rendered to ASA

  122    184    159  

Various commercial-related revenues

  8,982    6,817    7,256  

Others

  979    1,101    159  
            

Total unregulated revenues

  574,163    564,603    541,373  
            

Total aeronautical and non-aeronautical services

 Ps.3,716,566   Ps.3,266,240   Ps.3,490,785  
            

 

(1)Unregulated revenues are earned based on the terms of the Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company’s operating lease agreements are included under the caption “Commercial concessions” above. Revenues earned in excess of the minimum guaranteed rent are included in the “Revenues from sharing of commercial activities” caption above.

Future minimum rentals as of December 31, 2007,2010, are as follows:

 

Year

  Amount  Amount 

2008

  Ps. 310,646

2009

   233,022

2010

   190,311

2011

   135,517  Ps.452,079  

2012

   82,975   276,448  

2013

   160,502  

2014

   107,452  

2015

   51,827  

Thereafter

   70,106   148,023  
       

Total

  Ps. 1,022,577  Ps.1,196,331  
       

Amounts include contracts denominated in both Mexican pesos and U.S. dollars. The U.S. dollar denominated future minimum rentals were translated to Mexican pesos using the exchange rate applicable on December 31, 2007,2010, which was a rate of Ps. 10.916912.3571 Mexican pesos toper U.S.$1.00.

29


Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee’s monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the years ended December 31, 2007, 20062010, 2009 and 20052008 are disclosed under the caption “Revenues from sharing of commercial activities”.

 

F-36


21.24.Cost of services

Cost of services for the years ended December 31, was composed of the following:

 

  2007  2006  2005  2010   2009   2008 

Employee costs

  Ps. 351,699  Ps. 323,104  Ps. 308,529  Ps.344,814    Ps.335,628    Ps.363,417  

Maintenance

  142,361  127,430  131,581   185,426     179,406     165,604  

Safety, security and insurance

  106,251  102,728  91,891   114,136     110,666     110,950  

Utilities

  90,307  85,397  72,331   103,517     91,267     113,078  

Other

  148,501  121,088  98,231   215,979     152,348     199,680  
                     
  Ps. 839,119  Ps. 759,747  Ps. 702,563  Ps.963,872    Ps.869,315    Ps.952,729  
                     

 

22.25.Depreciation and amortization

Depreciation and amortization for the years ended December 31, were composed of the following:

 

  2007  2006  2005  2010   2009   2008 

Depreciation

  Ps. 201,671  Ps. 191,709  Ps. 113,864  Pa.94,687    Ps.82,455    Ps.87,180  

Amortization

   552,426   552,428   552,412   785,254     746,380     711,071  
                     
  Ps.754,097  Ps.744,137  Ps.666,276  Ps.879,941    Ps.828,835    Ps.798,251  
                     

 

23.26.New accounting principles not yet in effect

In 2007,As part of its efforts to converge Mexican standards with international standards, in 2010, the Mexican Board for Research and Development of Financial Information Standards (CINIF)(“CINIF”) issued the following NIFs, INIFs and INIFs,improvements to NIFs applicable to profitable entities, which becamebecome effective for fiscal years beginning on January 1, 2008:2011:

NIF B-2, Statement of Cash FlowsB-5,Financial Segment Information

NIF B-10, Effects of InflationB-9,Interim Financial Information

NIF B-15, Translation of Foreign CurrenciesC-4,Inventories

NIF D-3, Employee BenefitsC-5,Advance Payments and Other Assets

NIF D-4, Taxes on IncomeC-6,Property, Plant and Equipment

INIF 5, Recognition of the Additional Consideration Agreed to at the Inception of a Derivative Financial Instrument to Adjust it to Fair Value

INIF 6, Timing of Formal Hedge DesignationImprovements to Mexican Financial Reporting Standards 2011

INIF 7, Application of Comprehensive Income or Loss Resulting From a Cash Flow Hedge on a Forecasted Purchase of a Non-Financial Asset

Some of the significantmost important changes established by these standards are as follows:

NIF B-5,Financial Segment Information - Establishes management’s approach to disclose financial information by segment as opposed to Bulletin B-5, which, while using a management’s approach, required that the information be disclosed by economic segments, geographical areas or homogeneous groups of customers. The standard does not require that the business areas be subject to different risks from one another in order to be considered an operating segment. Additionally, it permits entities in the pre-operating stage to be considered operating segments. As well, it requires the separate disclosure of interest income, interest expense and liabilities, as well as disclosure of entity-wide information such as products, services, geographical areas, and major customers and suppliers. Similar to the previous Bulletin B-5, this standard is only mandatory for public companies or entities in process of becoming public.

NIF B-2, Statement of Cash Flows. This NIF establishes general rules for the presentation, structure and preparation of a cash flow statement, as well as the disclosures supplementing such statement, which replaces the statement of changes in financial position. NIF B-2 requires that the statement show a company’s cash inflows and outflows during the period. Line items should be preferably presented gross. Cash flows from financing activities are now presented below those from investing activities (a departure from the statement of changes in financial position). In addition, NIF B-2 allows entities to determine and present their cash flows from operating activities using either the direct or the indirect method.

NIF B-9, Interim Financial Information - Unlike Bulletin B-9, this standard requires a condensed presentation of the statement of changes in stockholders’ equity and the statement of cash flows as part of the financial information at interim dates and, for comparative purposes, requires that the information presented at the close of an interim period be presented together with information at the end of the same interim period of the previous year. Additionally, with respect to the balance sheet, the standard requires presenting the closing balance sheet of the immediately preceding year.

 

30F-37


NIF B-10, Effects of Inflation. NIF B-10 defines two economic environments: a) inflationary environment, when cumulative inflation of the three preceding years is 26% or more, in which case, the effects of inflation should be recognized using the comprehensive method; and b) non-inflationary environment, when cumulative inflation of the three preceding years is less than 26%, in which case, no inflationary effects should be recognized in the financial statements. Additionally, NIF B-10 eliminates the replacement cost and specific indexation methods for inventories and fixed assets, respectively, and requires that the cumulative gain or loss from holding non-monetary assets be reclassified to retained earnings, if such gain or loss is realized; the gain or loss that is not realized will be maintained in stockholders’ equity and charged to

NIF C-4, Inventories - This standard eliminates direct costing as a permitted system of valuation and the last-in first-out method as a cost method. It requires that inventory be valued at the lower of cost or market, market represented only by net realizable value. It also sets rules for valuing inventory of service providers. It clarifies that, in the case of inventory acquisitions by installments, the difference between the purchase price under normal credit terms and the amount paid be recognized as a financial cost during the financing period. The standard allows that, under certain circumstances, the estimates for impairment losses on inventories that have been recognized in prior periods be reduced or canceled against current earnings of the period in which the originating item is realized.

NIF B-15, Translation of Foreign Currencies.NIF B-15 eliminates classification of integrated foreign operations and foreign entities and incorporates the concepts of accounting currency, functional currency and reporting currency. NIF B- 15 establishes the procedures to translate the financial information of a foreign subsidiary: i) from the accounting to the functional currency; and ii) from the functional to the reporting currency, and allows entities to present their financial statements in a reporting currency other than their functional currency.

NIF D-3, Employee Benefits.This NIF addresses current and deferred PTU. Deferred PTU should be calculated using the same methodology established in Bulletin D-4,Income Taxes, Tax on Assets and Statutory Employee Profit Sharing. It also includes the career salary concept and the amortization period of most items is reduced to five years, as follows:

Items will be amortized over a five-year period, or less, if employees’ remaining labor life is less than the:

Beginning balance of the transition liability for severance and retirement benefits

Beginning balance of past service cost andperiod where changes to estimates are made. It also requires disclosing the plan

Beginning balanceamount of gains and losses from severance benefits, according to actuarial calculations, should be amortized againstinventories recognized in the results of 2008

Beginning balancethe period, when cost of gains and losses from retirement benefits,sales includes other elements, when part of cost of sales is included as part of discontinued operations, or when the statement of income is classified according to actuarial calculations,the nature of the expense items and no cost-of-sales line item is presented, but rather the individual elements making up cost. It requires disclosing the amount of any impairment losses on inventories recognized as cost of the period. It also requires that any change in the cost allocation method be treated as an accounting change. As well, it requires that advances to suppliers from the time when the risks and benefits of ownership are transferred to the Company, be recognized as inventories.

NIF C-5,Advance Payments and Other Assets - This standard sets as a basic feature of advance payments the fact that they do not yet transfer to the Company the risks and benefits of the ownership of goods and services to be acquired or received. Therefore, advances for the purchase of inventories or property, plant and equipment, among others, must be presented in the advance payments line item not in inventory or property, plant and equipment, respectively. It requires that advance payments be impaired when they lose their ability to generate future economic benefits. This standard requires advance payments related to the acquisition of goods to be presented in the current or noncurrent sections of the balance sheet, based on their respective classification.

NIF C-6, Property, Plant and Equipment - This standard incorporates that treatment of asset exchanges should be amortized over a five-year period (netbased on the economic substance of the transition liability),transaction; it includes bases for determination of residual values, considering amounts that an entity could obtain through disposition of the asset as it if were at the end of its useful life; it eliminates the requirement to obtain an appraisal amount for assets that are acquired at no cost or insignificant amounts; it establishes the requirement to depreciate components of assets that are representative of the asset as a whole; and it establishes that when a component of an asset is not being used, an entity should discontinue depreciation unless the depreciation method reflects the manner in which the asset is being used.

Improvements to Mexican Financial Reporting Standards 2011 -The main improvements generating accounting changes that should be recognized in fiscal years starting on January 1, 2011 are as follows:

NIF B-1, Accounting Changes and Error Corrections -This improvement requires that if the entity has implemented an accounting change or corrected an error, it should present a retroactively adjusted statement of financial position at the beginning of the earliest period for which comparative financial information with that of the optioncurrent period is presented. It also requires that each line item in the statement of changes in stockholders’ equity show: a) initial balances previously reported, b) the effects of the retroactive application for each of the affected items in stockholders’ equity, segregating the effects of accounting changes and corrections of errors, and c) the beginning balances retroactively adjusted.

NIF B-2,Statement of Cash Flows -This improvement eliminates the requirement to fully amortize such item againstshow the resultsexcess cash to be applied in financing activities, or cash to be obtained from financing activities line items and only recommends their presentation.

Bulletin C-3,Accounts Receivable -This improvement includes standards for the recognition of 2008.interest income from accounts receivable, and clarifies that it is not possible to recognize accrued interest income derived from receivables considered difficult to recover.

NIF D-4, Taxes on Income. This NIF relocates accounting for current and deferred PTU to NIF D-3, eliminates the permanent difference concept, redefines and incorporates various definitions and requires that the cumulative income tax effect be reclassified to retained earnings, unless it is identified with some of the other comprehensive income items that have not been applied against current earnings.

INIF 5, Recognition of the Additional Consideration Agreed to at the Inception of a Derivative Financial Instrument to Adjust it to Fair Value. INIF 5 states that any additional consideration agreed to at the inception of a derivative financial instrument to adjust it to its fair value at that time should be part of the instrument’s initial fair value and not subject to amortization as established by paragraph 90 of Bulletin C-10,Derivative Financial Instruments and Hedging Activities. INIF 5 also establishes that the effect of the change should be prospectively recognized, affecting results of the period in which this INIF becomes effective. If the effect of the change is material, it should be disclosed.

INIF 6, Timing of Formal Hedge Designation. INIF 6 states that hedge designations may be made as of the date a derivative financial instrument is contracted, or at a later date, provided its effects are prospectively recognized as of the date when formal conditions are met and the instrument qualifies as a hedging relationship. Paragraph 51.a) of Bulletin C- 10 only considered the hedge designation at the inception of the transaction.

 

31F-38


INIF 7, Application of Comprehensive Income or Loss Resulting From a Cash Flow Hedge on a Forecasted Purchase of a Non-Financial Asset. INIF 7 states that the effect of a hedge reflected in other comprehensive income or loss resulting from a forecasted purchase of a non-financial asset should be capitalized within the cost of such asset, whose price is set through a hedge, rather than reclassifying the effect to the results of the period affected by the asset, as required by Paragraph 105 of Bulletin C-10. The effect of this change should be recognized by applying any amounts recorded in other comprehensive income or loss to the cost of the acquired asset, as of the effective date of this INIF.

NIF C-10,Derivative Financial Instruments and Hedging Activities - The standard establishes specific cases when a component of a derivative financial instrument should be excluded when determining hedge effectiveness. The standard also requires that for valuation of options and currency forwards, certain components be excluded for purposes of determining effectiveness, thus resulting in recognition, presentation and pertinent disclosure in the following cases: a) valuation of derivative financial instruments such as an option or a combination of options: changes in fair value attributable to changes in the intrinsic value of the options may be separated from changes attributable to their extrinsic value and only the change attributable to the option’s intrinsic value, and not the extrinsic component, may be designated as effective hedging; and b) valuation of currency exchange forwards: separation of the change in fair value relating to the element attributable to differences between interest rates of the currencies to be exchanged from the change in fair value attributable to the component of changes in the spot prices of the currencies involved is possible, and the effect attributable to the component that was excluded from the cash flow hedge may be recognized directly in current earnings. Hedge accounting is limited when the transaction is carried out with related parties whose functional currencies are different among them. The standard requires that when the hedged position is a portion of a portfolio of financial assets or financial liabilities, the effect of the hedged risk relating to variances in the interest rate of the portion of such portfolio be presented as a supplement of the primary position, in a separate line. It also states that contribution or margin accounts received, associated with transactions for trading or hedging with derivative financial instruments, be presented as a financial liability separately from the financial instruments line item when cash or marketable securities are received and that only their fair value be disclosed if securities in deposit or qualifying financial warranties are received that will not become the property of the entity. The standard also states that a proportion of the total amount of the hedging instrument, such as a percentage of its notional amount, may be designated as hedging instrument in a hedging relationship. However, a hedging relationship cannot be designated for only a portion of the term in which the instrument intended to be used as hedge is in effect.

NIF C-13,Related Parties -This interpretation defines a close family member as a related party and considers all persons who qualify as related parties or, excludes those who, despite the family relationship, are not related parties.

Bulletin D-5,Leases -This interpretation to Bulletin D-5 removes the obligation to determine the incremental interest rate when the implicit rate is too low; consequently, it establishes that the discount rate to be used by the lessor to determine the present value should be the implicit interest rate of the lease agreement if it can be easily determined; otherwise, the incremental interest rate should be used. Both the lessor and the lessee should disclose more detailed information on their leasing operations. The Bulletin requires that the result in a sale and leaseback transaction be deferred and amortized over the term of the agreement and not in proportion to the depreciation of the leased asset. The Bulletin also establishes that the gain or loss on the sale and leaseback in an operating lease be recognized in results at the time of sale, provided that the transaction is established at fair value, noting that if the sales price is lower, the loss should be recognized immediately in current earnings, unless the loss is offset by future payments that are below the market price, in which case it should be deferred and amortized over the term of the agreement. If the selling price is higher, the excess should be deferred and amortized over the term of agreement.

On November 30, 2006, the International Financial Reporting Interpretations Committee (“IFRIC”) issued IFRIC 12,Service Concession Arrangements. The Interpretation addresses the accounting by private sector operators involved in the provision of public sector infrastructure assets and services, such as schools and roads. The Interpretation does not address the accounting for the government (grantor) side of such arrangements. Accounting for concessions is not specifically addressed in MFRS, for which reason IFRIC 12 will be applied supplementally in the Company’s consolidated financial statements.

At the date of issuance of these consolidated financial statements, the Company has not fully assessed the effects of adopting these new standards on its financial information.

International Financial Reporting Standards

In January 2009, the Mexican Securities and Banking National Commission (the “CNBV”) issued an amendment to the Omnibus Issuers’ circular to incorporate a mandatory ruling that establishes that all financial statements of entities issued with the CNBV must comply with International Financial Reporting Standards beginning 2012. Earlier application is allowed.

F-39


As mentioned in Note 3.a, in August 2010, was published INIF 19, which establishes disclosure rules for companies that are either required or voluntarily decided to adopt IFRS as the regulatory basis for the presentation of financial statements.

Therefore, GAP being a registered Company in the CNBV, is obligated to report its financial statements under IFRS starting year 2012; the administration of the Company does not intend to early adopt IFRS.

At the date of these financial statements, the Company has analyzed conceptually the differences among the MFRS and the IFRS, but has not yet quantified the amount of the effects to be recognized in its consolidated financial statements upon adoption of IFRS.

 

24.27.Differences between MFRS and accounting principles generally accepted in the United States of America (“U.S. GAAP”)

The Company’s consolidated financial statements are prepared in accordance with MFRS, which differ in certain significant respects from U.S. GAAP.

The principal differences between MFRS and U.S. GAAP and the effects on the consolidated net income and consolidated stockholders’ equity of the Company are presented below with an explanation of the adjustments.

 

  For the years ended December 31, 
  2007 2006 2005  For the years ended December 31, 

Reconciliation of net income

     2010 2009 2008 

Net income according to MFRS

  Ps. 1,402,819  Ps. 928,025  Ps. 711,268  Ps.1,500,160   Ps.1,199,444   Ps.1,540,842  

U.S. GAAP adjustments

       

(i) Amortization of the cost of airport concessions

   431,510   431,510   431,510   431,510    431,510    431,510  

(ii) Amortization of assets under concession (“Rights to use airport facilities” under MFRS)

   (27,779)  (27,779)  (27,779)  (27,779  (27,779  (27,779

(iii) Deferred fees for technical assistance services

   (25,762)  (47,810)  (15,887)  (47,692  (39,618  60,938  

(iv) Recognition of the fair value of embedded derivative instruments

   3,374   (8,749)  (9,574)  (17,230  (9,191  72,319  

(v) Preoperating costs

   2,673   (5,908)  (5,368)

(v) Start-up costs

  4,010    4,010    4,010  

(vi) Legal gain contingency

   —     —     (12,358)  —      —      12,358  

(vii) Other income from recoverable taxes

   83,411   5,296   5,208 

(x) Transition obligation and the related amortization for severance payments recognized under MFRS

   1,738   (27,749)  —   

(ix) Cancellation of deferred statutory employee profit sharing

  (1,398  (1,160  (3,597

(x) Employee labor obligations

  3,498    2,012    6,991  

(xi) Revenues from improvements to concession assets

  (657,103  —      —    

(xi) Cost of improvements to concession assets

  657,103    —      —    
                   

Total U.S. GAAP adjustments before the effect of deferred income taxes

   469,165   318,811   365,752   344,919    359,784    556,750  

(viii) Deferred income taxes

   (115,224)  (105,544)  (117,672)

(vii) Deferred income taxes

  (120,499  (82,808  (136,412
                   

Total U.S. GAAP adjustments

   353,941   213,267   248,080   224,420    276,976    420,338  
                   

Net income according to U.S. GAAP

  Ps.1,756,760  Ps. 1,141,292  Ps. 959,348  Ps.1,724,580   Ps.1,476,420   Ps.1,961,180  
                   

 

32F-40


  At December 31, 
  2007 2006  At December 31, 

Reconciliation of stockholders’ equity

    2010 2009 

Stockholders’ equity according to MFRS

  Ps. 26,361,565  Ps. 26,130,362  Ps.26,670,905   Ps.26,780,554  

U.S. GAAP adjustments

     

(i) Initial cost of airport concessions (recorded to common stock under MFRS)

   (20,993,434)  (20,993,434)  (20,993,434  (20,993,434

(i) Accumulated amortization of airport concessions

   3,373,440   2,941,930   4,667,971    4,236,461  

(ii) Amortization of assets under concession (“Rights to use airport facilities” under MFRS)

   (231,489)  (203,710)  (314,826  (287,047

(iv) Recognition of the fair value of embedded derivative instruments

   (65,027)  (68,401)  (19,129  (1,899

(v) Preoperating costs

   (24,054)  (26,727)

(vi) Legal gain contingency

   (12,358)  (12,358)

(vii) Recoverable income taxes

   —     (83,411)

(x) Transition obligation for severance payments recognized under MFRS

   (26,011)  (27,749)

(v) Start-up costs

  (12,024  (16,034

(ix) Cancellation of deferred statutory employee profit sharing

  (7,475  (6,077

(x) Employee labor obligations

  (20,150  (12,815
             

Total U.S. GAAP adjustments before the effects of deferred income taxes

   (17,978,933)  (18,473,860)  (16,699,067  (17,080,845
             

(viii) Deferred income taxes

   5,030,640   5,145,864 

(vii) Deferred income taxes

  4,692,452    4,811,068  

Total U.S. GAAP adjustments

   (12,948,293)  (13,327,996)  (12,006,615  (12,269,777
             

Stockholders’ equity according to U.S. GAAP

  Ps.13,413,272  Ps.12,802,366  Ps.14,664,290   Ps.14,510,777  
             

F-41


A summary of the changes in consolidated stockholders’ equity after giving effect to the aforementioned U.S. GAAP adjustments is as follows:

 

   Common Stock  Additional
Paid-in
Capital
  Retained
Earnings
  Cumulative
Other
Comprehensive

Income
  Total
Stockholders’
Equity
 

Balance at January 1, 2006

  Ps. 3,351,045  Ps. 49,416  Ps. 8,987,114  Ps. —    Ps. 12,387,575 

Net income

     —     1,141,292   —     1,141,292 

Deferred fees for technical assistance services

   —     47,810   —     —     47,810 

Dividends (1.391 pesos per basic share)

   —     —     (774,311)  —     (774,311)
                     

Balance at December 31, 2006

   3,351,045   97,226   9,354,095   —     12,802,366 
  Common Stock  

Additional

Paid- in Capital

  

Retained

Earnings

  

Accumulated

Other

Comprehensive

Income

  

Treasury

stock

  

Total

Stockholders’

Equity

 

Balance at January 1, 2009

 Ps.3,351,045   Ps.62,050   Ps.10,778,419   Ps.—     Ps.(43,712 Ps.14,147,802  

Comprehensive income:

      

Net income

  —      —      1,476,420    —      —      1,476,420  

Other comprehensive income - Actuarial gains on employee labor obligations (net of income tax of Ps. 721)

  —      —      —      3,473    —      3,473  
                        

Total comprehensive income

  —      —      1,476,420    3,473    —      1,479,893  

Deferred fees for technical assistance services

  —      39,618    —      —      —      39,618  

Stock repurchase of 360,000 shares

  —      —      —      —      (10,248  (10,248

Repurchased stock sold (2,080,000 shares)

  —      —      (248  —      53,960    53,712  

Dividends (2.1390 pesos per basic share)

  —      —      (1,200,000  —      —      (1,200,000
                        

Balance at December 31, 2009

  3,351,045    101,668    11,054,591    3,473    —      14,510,777  

Comprehensive income:

      

Net income

  —      —      1,724,580    —      —      1,724,580  

Other comprehensive income - Actuarial losses on employee labor obligations (net of income tax of Ps. 1,883)

  —      —      —      (8,950  —      (8,950
                        

Total comprehensive income

  —      —      1,724,580    (8,950  —      1,715,630  

Deferred fees for technical assistance services

  —      47,692    —      —      —      47,692  

Stock repurchase of 13,914,900 shares

  —      —      —      —      (609,809  (609,809

Dividends (1.7825 pesos per basic share)

  —      —      (1,000,000  —      —      (1,000,000
                        

Balance at December 31, 2010

 Ps.3,351,045   Ps.149,360   Ps.11,779,171   Ps.(5,477 Ps.(609,809 Ps.14,664,290  
                        

 

33F-42


   Common Stock  Additional
Paid-in
Capital
  Retained
Earnings
  Cumulative
Other
Comprehensive

Income
  Total
Stockholders’
Equity
 

Net income

   —    —    1,756,760   —     1,756,760 

Deferred fees for technical assistance services

   —    25,762  —     —     25,762 

Dividends (2.104 pesos per basic share)

   —    —    (1,171,616)  —     (1,171,616)
                   

Balance at December 31, 2007

  Ps. 3,351,045  Ps. 122,988  Ps. 9,939,239  Ps. —    Ps. 13,413,272 
                   

Condensed consolidated balance sheets and statements of income including the aforementioned U.S. GAAP adjustments, as of and for the years ended December 31, were as follows:

 

  At December 31,  At December 31, 
  2007  2006  2010 2009 

Assets

       

Current assets:

       

Cash and cash equivalents

  Ps. 1,426,683  Ps. 931,109  Ps.2,120,230   Ps.1,821,150  

Financial investments held for trading purposes

   239,367   129,658   233,915    279,621  

Other current assets

   676,689   658,731

Trade account receivables – net

   296,146    453,856  

Recoverable taxes, mainly recoverable tax on assets

   142,226    260,253  

Current deferred taxes

   59,037    45,685  

Other accounts receivable

   1,739    2,251  
             

Total current assets

   2,342,739   1,719,498   2,853,293    2,862,816  

Trading investments designated for expenditure, held in trust

   228,577    352,436  

Buildings, building improvements, machinery and equipment – net

   3,180,978   2,450,369   4,482,106    3,867,722  

Assets under concession – net (“Rights to use airport facilities” under MFRS)

   2,152,093   2,279,855   1,787,285    1,901,188  

Deferred income taxes

   6,048,955   5,846,685

Other assets

   897,258   916,175

Other acquired assets

   799,180    820,288  

Long-term recoverable income tax

   23,022    23,022  

Embedded derivatives

   —      14,531  

Hedging financial derivative instrument

   7,138    13,647  

Deferred income taxes and recoverable tax on assets

   6,566,719    6,234,007  

Advance payments to suppliers

   113,099    9,770  

Other non-current assets

   49,970    25,524  
             

Total assets

  Ps.14,622,023  Ps.13,212,582  Ps.16,910,389   Ps.16,124,951  
             

Liabilities and stockholders’ equity:

    

Current liabilities

  Ps.598,267  Ps.290,453

Long-term bank loan

   492,857   —  

Other long-term liabilities

   117,627   119,763

Liabilities and stockholders’ equity

   

Current liabilities:

   

Current portion of long-term bank loans

  Ps.266,492   Ps.193,965  

Concession taxes payable

   26,791    17,140  

Aeropuertos Mexicanos del Pacífico, related party

   64,784    50,767  

Accounts payable

   403,724    275,478  

Embedded derivatives

   155    —    

Taxes payable, other than income and concession taxes payable

   18,429    47,652  

Income tax and business flat tax payable

   123,721    27,455  
       

Total current liabilities

   904,096    612,457  

Long-term bank loans

   1,042,808    856,003  

Employee benefits

   65,366    47,971  

Embedded derivatives

   7,417    —    

Deposits received

   226,412    97,743  
             

Total liabilities

   1,208,751   410,216   2,246,099    1,614,174  

Common stock

   3,351,045   3,351,045   3,351,045    3,351,045  

Additional paid-in capital

   122,988   97,226   149,360    101,668  

Retained earnings

   9,939,239   9,354,095   11,779,171    11,054,591  

Accumulated other comprehensive income

   (5,477  3,473  

Treasury stock

   (609,809  —    
             

Total stockholders’ equity

   13,413,272   12,802,366   14,664,290    14,510,777  
             

Total liabilities and stockholders’ equity

  Ps. 14,622,023  Ps. 13,212,582  Ps.16,910,389   Ps.16,124,951  
             

 

34F-43


  For the years ended December 31,  For the years ended December 31, 
  2007 2006 2005  2010 2009 2008 

Net revenues

  Ps. 3,486,430  Ps. 3,039,294  Ps. 2,766,163  Ps.3,694,464   Ps.3,231,628   Ps.3,580,027  

Cost of services

   838,950   794,904   708,657   962,159    869,062    941,401  

Technical assistance fees

   151,619   157,087   115,605   176,076    151,339    57,288  

Concession taxes

   172,846   151,333   138,944   185,017    162,507    173,533  

Depreciation and amortization

   347,693   340,406   262,545   472,201    421,094    390,509  
                   

Total cost of services

   1,511,108   1,443,730   1,225,751   1,795,453    1,604,002    1,562,731  
                   

Income from operations

   1,975,322   1,595,564   1,540,412   1,899,011    1,627,626    2,017,296  

Net comprehensive financing income

   91,611   28,339   34,391 

Interest income (expense) and exchange gain (loss) – net

  43,097    83,630    197,953  

Other income (expense) – net

   (783)  1,745   (8,026)  (1,577  (11,111  11,968  

Income tax expense

   (309,390)  (484,356)  (607,429)  (215,951  (223,725  (266,037
                   

Net income

  Ps.1,756,760  Ps.1,141,292  Ps.959,348  Ps.1,724,580   Ps.1,476,420   Ps.1,961,180  
                   

Weighted average number of common shares outstanding

   556,792,500   556,792,500   556,792,500   554,038,110    556,266,472    556,387,312  

Weighted average number of common shares and common share equivalents

   561,000,000   561,000,000   561,000,000   558,245,610    560,473,972    560,594,812  

Basic earnings per share (Mexican pesos)

  Ps.3.1551  Ps.2.0498  Ps.1.7230  Ps.3.1127   Ps.2.6542   Ps.3.5248  

Diluted earnings per share (Mexican pesos)

  Ps.3.1315  Ps.2.0344  Ps.1.7101  Ps.3.0893   Ps.2.6342   Ps.3.4983  

(i) Airport concessions

Under MFRS, the cost of the concessions to operate the airports and the related facilities was allocated to two intangible assets: “right to use airport facilities” and “airport concessions.” “Airport concessions” represents the residual value after the allocation of cost to the “rights to use airport facilities.”facilities”. The cost allocated to the “rights to use airport facilities” was determined based on the MFRS inflation-adjusted cost of the related fixed assets recorded in the accounts of ASA as of October 31, 1998. The remainder was allocated to airport concessions. The total value of the concession granted was determined by reference to the sale proceeds of the equity sold to AMP in August 1999. Consideration for the concessions to operate the facilities was provided by the issuance of the common stock of the Company.

The acquisition of the airport concessions and rights to use airport facilities was a transaction between entities under common control of the Mexican Government and did not involve cash consideration. U.S. GAAP requires that when assets are transferred between entities under common control, the receiving entity is required to initially recognize the assets at the carrying amount of the transferring entity on the date of transfer. As there was no nominal value recorded for the airport concessions between the SCT and ASA, there is no value assigned to the airport concessions for purposes of U.S. GAAP.

In addition, under MFRS, the airport concessions were deemed as concessions with a definite life and therefore have been amortized based on the concession term. Under USU.S. GAAP, such amortization has been reversed.

35


(ii) Amortization of assets under concession (treated as intangible “rights to use airport facilities” under MFRS)

As discussed above, according to MFRS, the cost of the concessions to operate the airport and the related facilities was allocated to two intangible assets: “rights to use airport facilities” and “airport concessions”.

For purposes of U.S. GAAP, since the concession arrangement provides the Company with the right to use the airports and related facilities for a 50-year term, and since the Company was created and controlled by the Mexican Government at the date the concessions were granted, the arrangement is accounted for based on its economic substance as a contribution by the Mexican Government of fixed assets including runways, aprons, platforms, buildings and other infrastructure, used to operate the airport facilities under the related concession agreements. Throughout the 50-year concession term, the Mexican Government retains title to the assets under concession. Upon expiration of the concession term, use of the assets reverts to the Mexican Government.

F-44


Because the transfer of fixed assets was made among entities under common control, for U.S. GAAP purposes, the related assets were recognized at their carrying value in the records of the Mexican Government, with remaining amortization terms as follows:

 

     Remaining
amortization
term

(years)
      

Remaining

Amortization

Term

(years)

   

Original

Amortization

Term

(years)

 

Assets under concession allocated to:

          

Runways

  Ps. 788,443  27  Ps.788,443     24     35  

Land and buildings

   2,289,740  17   2,289,740     14     25  

Other infrastructure

   138,596  2   138,596     —       10  
             
  Ps. 3,216,779    Ps.3,216,779      
             

Additional improvements and upgrades made to the fixed assets are capitalized within the line “Buildings, building improvements, machinery and equipment - net” and are amortized over their estimated useful life.

In addition, as the transfer of fixed assets included land and buildings, the Company obtained an independent appraisal of all fixed assets under concession as of the date the concession was granted. Based on the appraisals, the fair value of the land was not considered significant in relation to the total fair value of all assets transferred. Accordingly, the land has been recorded as a single unit with the building and is amortized over the economic life of the building of 25 years. Amortization of the land component of the rights to use airport facilities under MFRS is over a period of 50 years. Thus, the difference in the amortization period results in increased amortization of the asset for purposes of the U.S. GAAP reconciliation.

As described in Notes 8 and 15Note 9 to the financial statements prepared under MFRS, the concession arrangements require the Company to pay a concession tax, pursuant to the Mexican Federal Duties Law, currently equal to 5% of annual gross revenues, which is classified within operating expenses. The Mexican Federal Duties Law is a law of general applicability and is not specifically directed to airport concession holders. The concession tax under the Mexican Federal Duties Law is applicable to and payable by any concession-holder that uses state-owned assets, without regard to the value of state-owned assets used. Accordingly, this annual payment is considered a tax rather than consideration paid in exchange for the Mexican Government’s contribution of the concessionedconcession assets. Because taxes do not give rise to a liability until such time as they are incurred under U.S. GAAP, no additional obligation related to the contribution by the Mexican Government is recognized. No adjustment is made in the U.S. GAAP reconciliation for the concession tax; such tax is included within operating expenses, given that it is a tax assessed for the Company’s use of the concessions and is based on revenues generated by the concession.

(iii) Deferred fees for technical assistance services

In 1998, the Company granted a stock option to AMP to acquire an additional 5% of the shares of the Company provided that AMP complied with the terms of the technical assistance agreement. The option was exercisable in three tranches through August 25, 2006.

For U.S. GAAP purposes, the Company adopted Statement of Financial Accounting Standard (“SFAS”) No. 123(R),Share Based Payment,effective January 1, 2006, using the modified prospective application method, which applies to new awards, to any outstanding liability awards, and to awards modified, repurchased, or cancelled after January 1, 2006, as well as to the unvested portion of previously issued awards that remain outstanding at the initial date of adoption. SFAS 123(R) replaced SFAS No. 123,Accounting for Stock-Based Compensation, previously applied by the Company. SFAS No. 123(R) requires all stock-based compensation awards, including stock options, to be accounted for at fair value and to be recognized as compensation expense over the requisite service period.

36


Further, EITF 96-18,Accounting for Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (EITF 96-18), provides guidance to establish a measurement date for awards issued other than to employees.

Based on the requirements in SFAS 123(R) and EITF 96-18, the Company established the measurement date with respect to the option agreement to AMP as being the date performance by AMP is complete, and consequently recognized the related cost of the award using variable accounting, as illustrated in FIN No. 28,Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans. Accordingly, as the service period over which AMP was required to provide technical assistance to the Company in order to be able to exercise the option was from August 1999 through August 2004, 100% of the compensation cost for the option award was recognized over such period. Accordingly, no additional compensation cost was recognized for the years ended December 31, 2007, 2006 and 2005. The option expired unexercised on August 25, 2006. The calculation of the cost related to the award was based on an initial estimated fair value of the option of U.S.$ 23,179 on August 25, 1999, inception of the award, which subsequently fell to U.S.$ 217 at August 25, 2004. The fair value of the award as of August 25, 2004, the last measurement date, was based on an independent appraisal, determined using the Monte Carlo model.

In addition to the stock option, AMP also holds forfeitable shares of GAP common stock in a trust. Upon AMP’s initial acquisition in 1999 of 15% of GAP’s common stock, which represented 100% of the Series “BB” shares of GAP, and pursuant to the terms of the participation agreement between GAP and AMP, AMP signed a trust agreement with Banco Nacional de Comercio Exterior, S.N.C. and assigned to the trustee all of the Series “BB” shares it acquired. In the trust agreement, GAP was named as secondary beneficiary only in the instance in which AMP does not comply with the terms of the technical assistance agreement, in which case 5% of the Series “BB” shares would be forfeited and sold, with the proceeds of the sale to be provided to GAP as liquidated damages and penalties. AMP may gradually sell the shares in increments over the 15-year term of its initial participation contract.

Based on the fact that the five percent5% of AMP’s initial investment held in the trust is forfeitable, subject to compliance with the technical assistance agreement, the Company considers those shares to be compensatory and has recorded the fair value of these compensatory shares in a manner consistent with the stock option,by applying variable accounting, resulting in a related expense and corresponding addition to additional paid-in capital of Ps. 25,762,47,692, Ps. 47,81039,618 and Ps. 15,887(60,938) for the years ended December 31, 2007, 20062010, 2009 and 2005,2008, respectively. Such amountFair value is included withbased on the costmarket value of the stock optionCompany’s publicly traded ADR’s. Compensation cost is included in the U.S. GAAP reconciliation under the caption deferred fees for technical assistance services.

F-45


(iv) Recognition of the fair value of embedded derivative instruments

As part of its ongoing operations, the Company enters into operating lease agreements to lease commercial space in its airport terminals. Certain leases are priced in U.S. dollars while the functional currency of both the Company and the tenants to whom commercial airport terminal space is leased is the Mexican peso.

The U.S. dollar foreign currency component of these contracts meetmeets the criteria under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities, as amendedU.S. GAAP as embedded derivatives. The Company has determined that: i) the embedded derivatives are not clearly and closely related to the economic characteristics and risks of the host contracts (lease agreements) and ii) separate, stand-alone instruments with the same terms as the embedded derivative instruments would otherwise qualify as a derivative instruments, thereby requiring separation from the lease agreements and recognition at fair value. Such instruments do not qualify for hedge accounting under SFAS No. 133U.S. GAAP and are thereby considered non-hedging derivatives. Accordingly, the embedded derivative should be recorded at fair value in the balance sheet, with changes in such fair value each period recorded to results of operations, classified according to nature of the item to which the embedded derivative instrument is related.

These contracts also represent embedded derivative instruments under MFRS. Although the Company adopted Bulletin C-10 for MFRS purposes, a difference still arises between the accepted valuation methodologies of the embedded derivatives under U.S. GAAP and MFRS. The accepted valuation methodology under U.S. GAAP requires that at the inception of the contract, such embedded derivatives be “at-the-market” and thus, have a fair value equal to zero. At each subsequent reporting date, the embedded derivatives are adjusted to their fair value based on the difference between the forward curve rates on the monthly payments at the reporting date versus the forward curvesuch rates on the monthly payments at the date of inception of the lease contract. Under MFRS, the embedded derivatives are valued from inception of the contract and at each reporting date based on the forward curve rates on the monthly payments at the reporting date versus the spot rate at the reportingon such date, applied to the future rentals receivable. This method effectively recognizes the present value of the changes in the exchange rates on the future rentals receivable.

37


Accordingly, the following adjustments are included in the reconciliation to U.S. GAAP:

 

As of December 31, 20072010 and 2006,2009, the valuation methodology followed under both MFRS and U.S. GAAP results in an embedded derivative asset, whilethough at different values given the corresponding U.S. GAAP methodology generates an embedded derivative liability. Accordingly, the difference between the values of the embedded derivatives recordeddifferences in the balance sheets under U.S. GAAP and MFRS arevaluation methodology. Accordingly, such difference in the asset value is included in the reconciliation of stockholders’ equity. Differencesequity, while the differences between related changes in the fair values of the embedded derivatives are included in the reconciliation of net income.

 

Lastly,Additionally, the change in the fair value of the embedded derivatives under U.S. GAAP is classified as revenues, based on the nature of the item to which the embedded derivative instrument is related, while under MFRS, such amount is included in net comprehensive financing income.

A reconciliation of the adjustments for the recognition of the fair value of embedded derivatives is as follows:

 

   For the years ended December 31, 
   2007  2006  2005 

Amount recorded to net income under MFRS

  Ps. 5,732  Ps. 1,850  Ps. (21,907)

Effect for change in fair value of embedded derivatives

   3,374   (8,749)  (9,574)
             

Amount recorded to net income under U.S. GAAP

  Ps.9,106  Ps. (6,899) Ps. (31,481)
             
   For the years ended December 31, 
   2010  2009  2008 

(Loss) gain recorded to net income under MFRS

  Ps.(4,872 Ps.(25,421 Ps.16,923  

Difference in fair value of embedded derivatives

   (17,230  (9,191  72,319  
             

(Loss) gain recorded to net income under U.S. GAAP

  Ps.(22,102 Ps.(34,612 Ps.89,242  
             

(v) PreoperatingStart-up costs

In 2002, the Company established a new subsidiary, Pacífico Cargo, which was to provide cargo and storage services to certain courier and freight companies at the Guadalajara airport. Accordingly, theThe subsidiary incurred various costs, including salaries, feasibility and marketing studies, insurance and various legal costs related to developing the cargo center. As of December 31, 2006, Pacífico Cargo was liquidated and the administration of the cargo operation was transferred to by the Guadalajara International Airport.

F-46


The preoperating expenses related to this subsidiary have been capitalized for purposes of MFRS, in accordance with BulletinNIF C-8,Intangibles, which permits the capitalization of certain project development costs that fulfill the criteria established for recognition as assets. The capitalized costs were amortized beginning in May 2007, the date the operation was placed into use, using the straight-line method over seven years.

As these costs are one-time activities related to the opening of the subsidiary, for purposes of U.S. GAAP, they are considered to be start-up costs which are expensed in accordance with Statement of Position (SOP) 98-5,Reporting on the Costs of Start-Up Activities. Accordingly, for purposes ofunder U.S. GAAP, which requires them to be expensed. Accordingly, the portion of preoperating costs capitalized under MFRS that fallasset and any related annual amortization are reversed within the criteria of SOP 98-5 was cancelled.

Additionally, the amortization of such costs under MFRS has been reversed in the U.S. GAAP reconciliation.

(vi) Legal gain contingency

As described in Note 16.a to the financial statements under MFRS, inIn May 2005, the Company paid a fine to the Mexican Treasury Department for Ps. 11,445 (nominal pesos) related to its request for refund on the taxes paid on dividends. Based on the advice of its legal counsel, the Company determined that such fine had no legal basis and as such, in the financial statements under MFRS, recorded the amount paid as a recoverable asset.

Under U.S. GAAP, such fine iswas considered a gain contingency. During 2008, the Company obtained a final ruling from the court declaring that the fine was invalid and ruled for the tax authorities to reimburse the Company. During 2008, the Company filed the appropriate documentation with the tax authorities, requesting the related refund, plus interest. As substantially all uncertainties surrounding the amount and timing of the refund were resolved prior to December 31, 2008, the Company determined that realization of this amount is notthe gain was assured beyond a reasonable doubt, recognitionfor which reason, Ps. 12,358 was recognized as an asset undera gain in the 2008 U.S. GAAP is prohibited. Accordingly,reconciliation of net income.

On February 26, 2009, the Company recovered from the Mexican Treasury Department an amount was included in other expensesof Ps. 20,485 comprised of Ps. 11,445 for the year ended December 31, 2005.fine and Ps. 9,040 for interest incurred.

(vii) Recoverable income taxes

As discussed in Note 16.a to the financial statements under MFRS, in 2002 the Company paid dividends, which generated Ps. 93,915 of income tax that was paid by the Company in 2002. As of December 31, 2002, the Company recorded a deferred tax asset for the income taxes paid, as the amount can be used to offset future income tax payable.

38


Additionally, based on the advice of its legal counsel, the Company considered that the above tax payment could have been credited against tax on assets of the year, based on Article 9 of the Asset Tax Law. However, based on its future financial projections, the Company determined that the deferred tax asset generated by this credit would not be recoverable, for which reason it recognized a full valuation allowance on the deferred tax asset and instead, sought refund from the Mexican Tax Authorities. Under MFRS, a recoverable income tax asset was recognized with a corresponding credit to income tax expense for the year ended December 31, 2002.

Under U.S. GAAP, at that time, the recoverable income tax asset was considered a gain contingency and as realization was not assured beyond a reasonable doubt, recognition as an asset under U.S. GAAP was prohibited. Accordingly, the asset was eliminated in 2002, resulting in a reconciling item in the reconciliation of stockholders’ equity through December 31, 2006.

As mentioned in Note 16.a, in 2005, the Aguascalientes airport recovered Ps. 5,764 (Ps. 4,827 nominal pesos) of this recoverable income tax. Accordingly, for U.S. GAAP purposes, this amount represented the recognition of a gain contingency, for which reason it was included as other income in the U.S. GAAP reconciliation for the year ended December 31, 2005.

In 2006, the La Paz airport cancelled Ps. 5,296 (Ps. 5,104 nominal pesos) from the recoverable tax asset as a result of an unfavorable court resolution, as described in Note 16.a. Because this asset did not exist for purposes of U.S. GAAP, the amount was added back to income tax in the U.S. GAAP reconciliation for the year ended December 31, 2006.

In May 2007, at the Puerto Vallarta airport, the Company decided to forego its case with respect to a refund related to this tax. Instead, based on the favorable effects to the Company of changes in the tax law as discussed in Note 16.a, in that it would now be able to apply previously unrecoverable tax on assets against future earnings, the Company decided to write-off the recoverable tax asset of Ps. 30,587 (Ps. 24,202 nominal pesos) and reverse the valuation allowance on the existing deferred tax asset generated by the recoverable tax on assets. As a result, there was no net effect in earnings under MFRS. However, as mentioned above, the recoverable tax asset did not exist for purposes of U.S. GAAP given that it was a gain contingency. Accordingly, the reversal of the valuation allowance on the deferred tax asset for U.S. GAAP purposes resulted in a deferred tax benefit within the U.S. GAAP reconciliation for the year ended December 31, 2007.

Additionally, at the Mexicali and Tijuana airports, the recoverable tax asset was cancelled for Ps. 4,783 (Ps. 3,920 nominal pesos) and Ps. 47,485 (Ps. 38,916 nominal pesos), respectively, through income tax expense, as described in Note 16.a., given the unfavorable sentences received in those cases. Because this recoverable tax asset did not exist for purposes of U.S. GAAP, the amount is added back to income tax in the U.S. GAAP reconciliation for the year ended December 31, 2007 in order to reverse the write-off of the asset. Because the Company continues to proceed with its legal case, such amount is considered an unrecognized tax benefit as discussed in insert (ix) below.

(viii) Deferred income taxes

Under MFRS, the Company recognizes income taxes based on StatementNIF D-4,Accounting for Income Taxes Asset Taxes and Statutory Employee Profit Sharing, which requires the application of a methodology similar to SFAS No. 109,Accounting for Income Taxes (SFAS No. 109).

U.S. GAAP. The deferred tax adjustments required to reconcile net income and stockholders’ equity under MFRS to U.S. GAAP as of and for the years ended December 31, 2007, 20062010, 2009 and 20052008 result from the differences in accounting for the cost of airport concessions, amortization of assets under concession, recognition of the fair value of embedded derivative instruments, effects of the removal of the transition obligation for severance payments, effects of deferred PTU and the effect of preoperatingstart-up costs, as explained in previous paragraphs.

For U.S. GAAP purposes, there is no accounting basis for the airport concessions. However, a tax basis exists for Mexican statutory tax purposes, which results in an increase to the long-term deferred tax asset related to concessions. Additionally, because of the difference in the amortization rates of land for purposes of U.S. GAAP and MFRS, a different accounting basis exists under each set of accounting principles, thereby decreasing the long-term deferred tax asset recorded in the financial statements under MFRS. The effect was an increase to the deferred tax asset of Ps. 4,998,4144,681,271 and Ps. 5,111,4594,802,403 as of December 31, 20072010 and 2006,2009, respectively, and a related charge to net income of Ps. 113,045,121,132, Ps. 117,40082,967 and Ps. 121,854113,045 for the years ended December 31, 2007, 20062010, 2009 and 2005,2008, respectively.

39


Under both MFRS and U.S. GAAP, the change in the deferred tax asset resulting from the effects of accounting for inflation is recorded as a component of income tax expense.expense, and affects the reconciliation of the statutory and effective tax rates, together with the expected changes in the income tax rate, as explained in Note 19.

Under MFRS, net deferred tax assets and liabilities are classified as non-current. Under U.S. GAAP, classification is based on the classification of the related asset or liability for financial reporting. A reconciliation of the net deferred income tax asset from MFRS to U.S. GAAP and the composition of the net deferred income tax asset under U.S. GAAP at December 31 were as follows:

 

   2007  2006 

Reconciliation of deferred income tax asset:

   

Net deferred income tax asset under MFRS

  Ps. 1,047,619  Ps. 712,423 

Effect of cost of airport concessions

   4,933,597   5,054,420 

Effect of amortization of assets under concession (“rights to use airport facilities” under MFRS)

   64,817   57,039 

Effect of embedded derivatives

   18,208   19,152 

Effect of removal of transition obligation for severance Payments

   7,283   7,770 

Effect of preoperating costs

   6,735   7,483 
         

Total U.S. GAAP adjustments to net deferred income tax asset

   5,030,640   5,145,864 
         

Net deferred income tax asset under U.S. GAAP

  Ps.6,078,259  Ps. 5,858,287 
         

Composition of net deferred income tax asset:

   

Current assets (liabilities):

   

Trade accounts receivable

  Ps.13,161  Ps.11,430 

Embedded derivative instruments

   112   172 

Other provisions

   16,031   —   
         

Total current assets – net

  Ps.29,304  Ps.11,602 
         

Non-current assets (liabilities):

   

Airport concessions and assets under concession (“rights to use airport facilities” under MFRS)

  Ps.5,220,174  Ps.5,436,629 

Embedded derivative instruments

   11,116   13,605 

Tax loss carryforwards

   298,927   212,661 

Recoverable tax on assets

   739,682   711,156 

Preoperating costs

   6,735   7,483 

Transition obligation for severance liability

   11,176   8,648 

Interest cost capitalized

   (612)  —   

Valuation allowance for recoverable tax on assets paid

   (121,277)  (459,314)

Valuation allowance for tax loss carryforwards

   (116,966)  (84,183)
         

Total non-current assets – net

  Ps.6,048,955  Ps.5,846,685 
         

Total net deferred income tax asset

  Ps.6,078,259  Ps.5,858,287 
         

F-47


  2010  2009 

Reconciliation of deferred income tax asset:

  

Net deferred income tax asset under MFRS (including recoverable tax on assets)

 Ps.1,933,304   Ps.1,468,624  

Effect of cost of airport concessions

  4,592,704    4,721,523  

Effect of amortization of assets under concession (“rights to use airport facilities” under MFRS)

  88,567    80,880  

Effect of embedded derivatives

  5,739    570  

Effect of employee labor obligations

  (598  2,975  

Effects of actuarial gains in other comprehensive income

  1,162    (721

Effect of non-recognition of deferred PTU

  1,308    1,070  

Effect of start-up costs

  3,570    4,771  
        

Total U.S. GAAP adjustments to net deferred income tax asset

  4,692,452    4,811,068  
        

Net deferred income tax asset under U.S. GAAP

 Ps.6,625,756   Ps.6,279,692  
        

Net deferred ISR asset under U.S. GAAP

 Ps.6,623,758   Ps.6,274,285  
        

Net deferred IETU asset under U.S. GAAP

 Ps.1,998   Ps.5,407  
        
  2010  2009 

Composition of net deferred income tax asset:

  

ISR

  

Current assets (liabilities):

  

Trade accounts receivable

 Ps.58,991   Ps.37,297  

Embedded derivative instruments

  46    —    

Employee benefits

  —      5,530  
        

Total current assets – net

  59,037    42,827  
        

Non-current assets (liabilities):

  

Airport concessions and assets under concession (“rights to use airport facilities” under MFRS)

  5,981,094    5,720,372  

Hedging derivative financial instrument

  2,370    295  

Embedded derivative instruments

  2,225    (4,359

Buildings, building improvements, machinery and equipment

  156,390    105,302  

Tax loss carryforwards

  197,009    232,132  

Recoverable tax on assets

  634,879    646,316  

Other assets

  3,570    4,771  

Employee benefits

  —      153  

Interest cost capitalized

  (15,744  (11,688

Valuation allowance for recoverable tax on assets paid

  (238,561  (250,076

Valuation allowance for tax loss carryforwards

  (158,511  (211,760
        

Total non-current assets – net

  6,564,721    6,231,458  
        

Total net ISR asset under U.S. GAAP

 Ps.6,623,758   Ps.6,274,285  
        

IETU

  

Current assets:

  

Employee benefits

 Ps.—     Ps.2,858  
        

Non-current assets (liabilities):

  

Buildings, building improvements, machinery and equipment

  (1,901  (3,522

Trade account receivables and account payables – net

  (7,457  (2,234

Employee benefits

  11,356    8,305  
        

Total non-current assets – net

  1,998    2,549  
        

Total net IETU asset under U.S. GAAP

 Ps.1,998   Ps.5,407  
        

F-48


A reconciliation of the Mexican statutory tax rate to the Company’s effective tax rate under U.S. GAAP is as follows:

 

   For the years ended December 31, 
   2007  2006  2005 

Statutory rate

  28% 29% 30%

Effect of permanent differences

  (1%) 1% (1%)

Effects of inflation

  1% 1% 1%

Effect of cancellation recoverable income taxes

  2% —    —   

Effect of cancellation of valuation allowance due to IETU law

  (17%) —    —   

Cancellation of valuation allowance

  —    (11%) —   

Change in valuation allowance

  2% 10% 9%
          

Effective rate

  15% 30% 39%
          

40


   For the years ended December 31, 
   2010  2009  2008 

Statutory rate

   30  28  28

Effect of tax rate change

   —      (2%)   —    

Effects of inflation

   (27%)   (16%)   (21%) 

Effect of cancellation of recoverable income taxes

   5  —      1

Change in valuation allowance

   3  3  4
             

Effective rate

   11  13  12
             

(ix)(viii) Accounting for Uncertaintyuncertainty in Income Taxesincome taxes

In July 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation 48,Accounting for Uncertainty in Income Taxes (“FIN 48”), which sets out a framework for preparersU.S. GAAP requires entities to use to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation of FASB Statement No. 109,Accounting for Income Taxes, usesfollow a two-step approach with respect to recognition or disclosure of the effects of uncertain tax positions on financial information, wherein (i) a tax benefit is recognized if a position is more likely than not to be sustained. Thesustained and (ii) the amount of the benefit is then measured to beas the highest tax benefit that is greater than 50 percent likely to be realized. FIN 48U.S. GAAP also sets out disclosure requirements to enhance transparency of an entity’s tax reserves.

TheIn order to determine the effects of uncertain tax positions on its consolidated financial information, the Company adopted FIN 48 as of January 1, 2007. As a result, it performedperforms an exhaustive analysis over all open tax years that remain subject to examination by the Mexican Tax Authorities,tax authorities (as of December 31, 2010, open years are 2002 through 2007,2010) in order to identify any uncertain tax position in any open tax year that could result in an unrecognized tax benefit. The following table summarizes the Company’s unrecognized tax benefits for 2007:2010:

 

  Liabilities for
unrecognized
tax benefits
2003
  Unrecognized tax benefits
2002
 Total unrecognized
tax benefits
  Unrecognized tax
benefits resulting in
recognition of a liability
 Other unrecognized tax
benefits
 Total unrecognized 

Balance, January 1, 2007

  Ps. —    Ps. 128,962  Ps. 128,962 
 2003 2002 tax benefits 

Balance, January 1, 2008

 Ps.1,863   Ps.98,375   Ps.100,238  

Increases in prior year positions

   1,863   —     1,863   171    99,901    100,072  

Decreases in prior year positions

   —     (30,587)  (30,587)  —      (48,041  (48,041
                   

Balance, December 31, 2007

  Ps. 1,863  Ps.98,375  Ps.100,238 

Balance, December 31, 2008

  2,034    150,235    152,269  

Increases in prior year positions

  300    21,070    21,370  

Decreases in prior year positions

  —      —      —    
                   

Balance, December 31, 2009

  2,334    171,305    173,639  

Increases in prior year positions

  260    —      260  

Decreases in prior year positions

  —      (15,535  (15,535
         

Balance, December 31, 2010

 Ps.2,594   Ps.155,770   Ps.158,364  
         

The liability for unrecognized tax benefits results fromresulting in recognition of a liability is comprised of the fees paid to ASA for services provided to the Company from 1999 to 2003, that were deducted by the Company in 2003, as discussed in Note 18.e.21.d. Given that unfavorable sentences were received in the cases of the Aguascalientes and Morelia airports, the Company was not able to substantiate technical merits for the deductibility taken in its previous return and thus recognized a liability. During 2010, the liability was increased for additional penalties and interest accrued during 2010 and 2009 of Ps. 260 and Ps. 300, respectively.

The

F-49


Other unrecognized tax benefits arise from the tax positions taken by the Company with respect to: (i) dividend tax paid during 2002 for Ps. 83,411, as discussed in insert (vii); and (ii) the base over which tax on assets is calculated for Ps. 45,551, related to the Principal airports, as discussed in Note 16.b to the financial statements; given that the Company is still in legal proceedings with respect to these airports, and does not believe technical merit exists to be able to recognize the benefit.following:

Included

(i)Income taxes paid on dividends during 2002 for Ps. 93,915 for which the Company requested a refund from the Mexican tax authorities, was recognized in its financial statements as a recoverable tax asset. From 2002 through 2007, the Company was engaged in legal proceedings in which it received both favorable and unfavorable outcomes at its different airports and adjusted the recoverable tax asset accordingly. As of December 31, 2007, the Company wrote-off the remaining balance of the recoverable tax asset Ps. 52,824 as it considered that it was not more likely than not that such benefit would be recovered, though it continued to legally pursue the benefit at certain of its airports. Accordingly, such amount was considered an unrecognized tax benefit under U.S. GAAP. During 2008, Ps. 48,041 of such unrecognized benefit was removed, given that the Company received an unfavorable resolution in the ultimate instance at one of its airports. During 2010 the remaining balance of Ps. 4,783 was removed, as the Company considered that it was not more likely than not that such benefit would be recovered, thus there is no remaining balance for income taxes paid on dividends.

(ii)The Company has also been engaged in legal proceedings with respect to the base over which tax on assets was calculated (see Note 19.b and 19.f for further detail). In prior years, the Company paid asset tax under a certain methodology. However, the Company believes that such asset tax could have been calculated under a different methodology, thereby resulting in lower asset tax payments in prior years. Amounts paid which the Company believes they can use against future income taxes payable have been included within deferred income taxes. Amounts paid over and above are being requested as a refund from the Mexican tax authorities. However, they have not been recognized as an asset, given that the Company does not believe it is more likely than not that they will be recovered, for which reason they are considered unrecognized tax benefits under U.S. GAAP. As of December 31, 2008, a potential for Ps. 145,452 was available to be recovered in cash related to Guadalajara, Guanajuato, Puerto Vallarta, Los Cabos, Tijuana and Mexicali airports. During 2009, the Company increased the amount related to this unrecognized benefit by Ps. 21,070. During 2010, however, the Company determined that it was more likely than not that Ps. 10,752 of the benefits would be recognized, based on future projections. Accordingly, an asset was recognized for this amount under MFRS in 2010. At December 31, 2010 and 2009, the unrecognized benefit is Ps. 155,770 and Ps. 171,305, respectively.

The total amount of unrecognized tax benefits areof Ps. 6,646 of tax benefits that if recognized,158,364 would decreaseaffect the Company’s effective tax rate.rate, if recognized.

The Company’s policy is to recognize interest and penalties within operating expense. During the year ended December 31, 2007,In 2010, the Company recognized approximately Ps. 1,1355,756 and Ps. 396, respectively in2,800 of interest and penalties.penalties, respectively, and in 2009, the Company recognized Ps. 3,140 and Ps. 2,519 of interest and penalties, respectively. Those amounts of interest and penalties related to unrecognized benefits resulting in a liability have increased the related liability.

(ix) Cancellation of deferred statutory employee profit sharing

Under MFRS, beginning in January 2008, the Company adopted revised NIF D-3, which requires the recognition of a deferred PTU asset or liability, based on the asset and liability method established in NIF D-4; through 2007, deferred PTU was recognized based on temporary differences between the accounting result and taxable income for PTU purposes. In accordance with NIF D-3, as of January 1, 2008, the Company recognized the cumulative initial effect adopting NIF D-3, which resulted in a deferred PTU asset of Ps. 1,320 (Ps. 951 net of tax) within retained earnings. As of December 31, 2010 and 2009, the deferred PTU asset increased to Ps. 7,475 and Ps. 6,077, with the increase recognized through 2010 and 2009 earnings.

U.S. GAAP prohibits the recognition of a deferred PTU asset, resulting in an adjustment to net income under U.S. GAAP of Ps. 1,398, Ps. 1,160 and Ps. 3,597 against results of 2010, 2009 and 2008, respectively, as well as removal of the asset in the reconciliation of stockholders’ equity.

F-50


(x) Severance benefitsEmployee labor obligations

Under MFRS, beginning in January 2005, the Company adopted the revised provisions to Bulletin D-3, which require the recognition of a liability for severance payments, calculated based on actuarial computations. The same recognition criteria under U.S. GAAP is established in SFAS No. 112,Employers’ Accounting for Postemployment Benefits, which has been effective since 1994. However, upon the adoption of Bulletin D-3,Labor Obligations, which require the recognition of a liability for severance payments, calculated based on actuarial computations. Upon the adoption of Bulletin D-3, the Company recognized a transition obligation, (asas permitted by the Bulletin),Bulletin, which resulted in the recognition of an intangible asset being recognized forunder MFRS, to be amortizedamortizable over the future service period of employees. GivenThe same recognition criteria for severance payments is required under U.S. GAAP, which has been effective since 1994. U.S. GAAP is similar in methodology except that it does not permit the transition obligation recognized by the Company under MFRS.

Additionally, during 2008, the Company adopted revised NIF D-3,Employee Benefits, of MFRS, which, among other things, requires companies to remove any additional liability previously recognized as well as accelerates amortization of certain unrecognized items. Removal of the additional liability resulted in the derecognition of the intangible asset mentioned above, decreasing the value of the liability for severance payments recognized for purposes of MFRS. Additionally, under MFRS, the Company has not included unrecognized actuarial gains within the labor obligation liability, as permitted by MFRS. U.S. GAAP requires entities to fully recognize the under- or overfunded status of the liability, with an offsetting adjustment to other comprehensive income. Accordingly, the adjustment to the U.S. GAAP reconciliation for 2010 and 2009 represents the amount necessary to record the fully underfunded status of the projected benefit obligation.

In addition, U.S. GAAP requires certain disclosures, as follows:

   Employee Benefits 
   2010  2009 

Change in benefit obligation:

   

Benefit obligation at beginning of year

  Ps.43,635   Ps.40,247  

Service cost

   4,016    3,918  

Interest cost

   3,377    3,176  

Actuarial loss (gain)

   12,328    (1,027

Benefits paid

   (3,022  (2,679
         

Benefit obligation at end of year

  Ps.60,334   Ps.43,635  
         

Accumulated benefit obligations

  Ps.65,366   Ps.47,971  
         

Net periodic benefit cost under U.S. GAAP is composed of the following:

   2010   2009   2008 

Service cost of the year

  Ps.4,016    Ps.3,918    Ps.19,361  

Financial cost of the year

   3,377     3,176     2,968  

Actuarial loss (gain)

   5,495     2,830     (2,145

Past service cost

   3,198     10     (232
               
  Ps.16,086    Ps.9,934    Ps.19,952  
               

The following benefit payments, which reflect expected future service, are expected to be paid:

   

Seniority

Premium

Benefits

 

2011

  Ps.301  

2012

   328  

2013

   357  

2014

   388  

2015

   423  

2016 - 2020

   2,114  

(xi) Revenues and cost of improvements to concession assets

As discussed in Note 3.a, the Company is required to recognize revenues with respect to additions and improvements to concession assets, in conformity with INIF 17.

F-51


Under U.S. GAAP, there is no value for the concession given that it was a transfer of assets between related parties at the time the concession was granted. Accordingly, although additions and improvements to the concession are capitalized within concession assets, U.S. GAAP does not permit such transition obligation relatedrequire the recognition of construction revenues and costs with respect to severance payments,these additions and improvements. Therefore, these effects are eliminated within the intangible asset and its related amortization represent a difference between U.S. GAAP reconciliation of net income.

Additionally, the improvement to concession assets caption within the MFRS financial statements includes Ps. 113,099 and MFRS presentedPs. 9,770 of advance payments to suppliers at December 31, 2010 and 2009, respectively, which is reported as a separate long-term asset under U.S. GAAP.

(xii) Trading investments designated for expenditure, held in trust

As discussed in Notes 3.a and 4, during 2010, the Company adopted NIF C-1, which resulted in the accompanying classification of cash and cash equivalents held in trust and designated for certain expenditures as current assets, given that the restriction itself is not of a long-term nature and the funds can be accessed and paid to Rapiscan at any time.

U.S. GAAP, reconciliation.

41


During 2006, the FASB issued SFAS No. 158,Employers’ Accountinghowever, contemplates exclusion from current assets of any cash or claims to cash that are designated for Defined Benefit Pension and Other Postretirement Plans, which requires companies to fully recognize an asset or liability for the overfunded or underfunded status of their benefit plans, which in effect results in companies recognizing all previously unrecognized amounts. The Company does not have any other material unrecognized items related to its seniority premiums or severance payments that would require recognition under SFAS No. 158.

In addition, SFAS No. 132(R),Employers’ Disclosures about Pensions and Other Postretirement Benefits, requires certain disclosures, the majority of which have been disclosedexpenditure in the financial statementsacquisition or construction of noncurrent assets. Accordingly, Ps. 228,577 and Ps. 352,436 of cash equivalents at December 31, 2010 and 2009, respectively, are classified as long-term assets under MFRS. However, SFAS No. 132(R) also requires a reconciliation of the beginning and ending balances of the benefit obligation, as follows:U.S. GAAP.

   Severance Benefits 
   2007  2006 

Change in benefit obligation:

   

Benefit obligation at beginning of year

  Ps. 33,323  Ps. 28,752 

Service cost

   5,131   5,183 

Interest cost

   1,266   1,246 

Recognition of transition obligation

   3,026   3,170 

Benefits paid

   (7,214)  (5,028)
         

Benefit obligation at end of year

  Ps.35,532  Ps.33,323 
         

Additional disclosure requirements

(a)Fair value of financial instruments:SFAS No. 107,Disclosures About Fair Value of Financial InstrumentsU.S. GAAP requires disclosure ofadditional disclosures with respect to all assets and liabilities measured at fair value information aboutas well as with respect to the fair value of financial instruments whether orassets and liabilities whose fair value is not recognized in the balance sheet, forsheet.

Fair value under U.S. GAAP is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Beginning 2008, the Company determines fair value using the fair value hierarchy under U.S. GAAP, which it is practicablerequires the Company to estimatemaximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. Financial instruments include such items as cashFair value is used on a recurring basis to measure the Company’s financial investments held for trading purposes, embedded derivatives and cash equivalents, marketable securities, accounts receivable, accounts payable and embeddedhedging derivative financial instruments.

The estimated Accordingly, fair value amounts as discussed below havehas been determined by the Company using available market information or other appropriate valuation methodologies that require considerable judgment in developing and interpreting the estimates of fair value. Accordingly,

Financial instruments measured at fair value on a recurring basis in the estimates discussed herein and presentedconsolidated balance sheets using the fair value hierarchy are described below:

  2010 
  Observable inputs
other than quoted
market prices (Level 2)
  Internally developed
models with significant
unobservable market
information (Level 3)
  Total carrying value in
the consolidated
balance sheet
 

Financial investments held for trading purposes

 Ps.233,915   Ps.—     Ps.233,915  

Hedging derivative financial instrument

  7,138    —      7,138  
            

Total assets at fair value

 Ps.241,053   Ps.—     Ps.241,053  
            

Liabilities at fair value – Embedded derivatives

 Ps.—     Ps.(7,571 Ps.(7,571
            

F-52


       2009     
   Observable inputs
other than quoted
market prices (Level 2)
   Internally developed
models with significant
unobservable market
information (Level 3)
   Total carrying value in
the consolidated
balance sheet
 

Financial investments held for trading purposes

  Ps.279,621    Ps.—      Ps.279,621  

Embedded derivatives

   —       14,531     14,531  

Hedging derivative financial instrument

   13,647     —       13,647  
               

Total assets at fair value

  Ps.293,268    Ps.14,531    Ps.307,799  
               

The Company does not have any financial investments that are valued under Level 1. In order to value its financial investments held for trading purposes, the Company uses observable market data for similar instruments. Such investments are classified within the financial statements are not necessarily indicativelevel 2 of the amounts thatfair value hierarchy, valued based on the net present value of the discounted cash flows expected from the asset, using an expected interest rate of 5.373%.

As mentioned in Note 12, during 2009, the Company could realizeacquired a hedging derivative instrument with Banamex to establish a ceiling on the interest rate for its variable rate debt mentioned in a currentNote 14. In order to value the hedge, the Company uses observable market exchange. The usedata for similar instruments. Such instruments are classified within level 2 of differentthe fair value hierarchy, valued considering third party valuations which utilize pricing components such as interest rates, forward rates and options volatilities.

Embedded derivatives, which are related to certain lease agreements the Company enters into in U.S. dollars, are marked to market assumptions and/or estimation methodologies may have a material effectusing recognized valuation techniques based on the difference between the forward curve rates on the monthly payments at the reporting date versus the forward curve rates on the monthly payments at the date of inception of the lease contract. This methodology incorporates data that is not readily observable in the market, as well as other internally-developed data. Accordingly, such instruments are classified within level 3 of the fair value hierarchy. A reconciliation of these fair value measurements is provided below:

Fair Value Measurements
Using Significant
Unobservable Inputs

Beginning balance of embedded derivative liability, January 1, 2009

Ps.49,144

Total loss included in 2009 earnings (revenue caption)

(34,613

Ending balance of embedded derivative asset, December 31, 2009

14,531

Total loss included in 2010 earnings (revenue caption)

(22,102

Ending balance of embedded derivative liability, December 31, 2010

Ps.(7,571

Additionally, fair value is used on a non-recurring basis to evaluate impairment of long-lived tangible and intangible assets. No impairments of such assets were recognized in 2010 or 2009.

Finally, U.S. GAAP requires disclosures of the fair value of financial assets and liabilities for which fair value is not recognized in the consolidated balance sheets. The following table provides information on the carrying value and estimated fair value amounts.of the Company’s financial instruments that are not measured at fair value on a recurring basis, as of December 31:

The

F-53


   2010   2009 
   Carrying Value   Fair
Value
   Carrying Value   Fair
Value
 

Financial assets:

        

Instruments with carrying value that approximates fair value

  Ps.2,787,179    Ps.2,787,179    Ps.2,887,695    Ps.2,887,695  

Financial liabilities:

        

Instruments with carrying value that approximates fair value

  Ps.495,299    Ps.495,299    Ps.473,647    Ps.473,647  

Fixed rate bank loan (including accrued interest)

   740,453     707,200     916,030     866,744  

Instruments with carrying amountsvalues that approximate fair value are comprised of the Company’s cash and cash equivalents, accounts receivable, andrecoverable taxes, trading investments designated for expenditure held in trust, accounts payable, variable interest rate debt and other current liabilities. The carrying value of these assets and liabilities approximate fair value because they have relatively short-term maturities and bear interest at rates tied to market indicators, as appropriate.

The fair value of the Company’s embedded derivative instruments was determined based on the mark-to-market value.

AsAdditionally, as mentioned in Note 12,14, the Company signed an unsecured credit agreement during 2007. Although suchSuch credit agreement contains a fixed interest rate,rate. If the Company believeswere to transfer the liability in the current economic environment, it would incur interest at a rate 250 basis points greater in 2010, than that contained in the carryingloan agreement, which would result in a fair value of such debt of approximately Ps. 707,200 and Ps. 866,744, in 2010 and 2009, respectively. This long-term loan is representativeclassified within level 2 of the fair value hierarchy, and its fair value given that the loanabove was entered into based oncalculated using a discounted cash flow analysis with an open bid with four separate banks.interest rate of 11.02%.

(b) Comprehensive income: SFAS No. 130,Reporting Comprehensive Income, requires companies to report, in addition to net income, all other changes in their equity during a period resulting from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except those from investments by owners and distributions to owners. As the Company did not generate changes in equity from nonowner sources, the Company’s comprehensive income for the years ended December 31, 2007, 2006 and 2005, includes solely the net income of those respective periods.

(c) Earnings per share according to U.S. GAAP:In accordance with SFAS No. 128,Earnings Per Share,U.S. GAAP, basic earnings per share isare computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. The computation of diluted earnings per share is adjusted to include any potential common shares. Potential common shares include the Company’s stock option (in 2005 and 2006 only, as the ability to exercise the option expired in 2006) as well as the forfeitable five percent of AMP’s shares held in the trust. All

During 2010, 2009 and 2008, 13,914,900 shares, 360,000 shares and 1,720,000 shares, respectively, were repurchased at market value and recognized using the cost method as treasury stock, affecting the calculation of weighted average number of common shares outstanding and potential common shares include the effects of the one for 28.55583444 reverse stock split (see Note 13.e)15.d, 15.e and 15.i).

42


Diluted earnings per share for the years ended December 31, 2007, 20062010, 2009 and 20052008 include 4,207,500 equivalent shares from the forfeitable shares, which are considered to be contingently issuable under SFAS No. 128,U.S. GAAP, and thereby are included in the calculation of diluted EPS until such time as the contingency is resolved.

The option to purchase 5,610,000 shares of common stock during 2006 and 2005, at a price of approximately U.S.$ 3.90 were not included in the computation of diluted EPS for the years ended December 31, 2006 and 2005, because the effect of such option would be anti-dilutive.

The computation and reconciliation of basic and diluted earnings per share for the years ended December 31, prepared in accordance with U.S. GAAP, are as follows:

 

  2007  2006  2005  2010   2009   2008 

Numerator

            

Net income (loss) under U.S. GAAP

  Ps. 1,756,760  Ps. 1,141,292  Ps.959,348

Net income under U.S. GAAP

  Ps.1,724,580    Ps.1,476,420    Ps.1,961,180  
                     

Denominator (share amounts)

            

Weighted average number of common shares outstanding

   556,792,500   556,792,500   556,792,500   554,038,110     556,266,472     556,387,312  

Dilutive effects of forfeitable shares

   4,207,500   4,207,500   4,207,500   4,207,500     4,207,500     4,207,500  
                     

Total potential dilutive shares

   561,000,000   561,000,000   561,000,000   558,245,610     560,473,972     560,594,812  
                     

Basic earnings per share (Mexican pesos)

  Ps.3.1551  Ps.2.0498  Ps.1.7230  Ps.3.1127    Ps.2.6542    Ps.3.5248  
                     

Diluted earnings per share (Mexican pesos)

  Ps.3.1315  Ps.2.0344  Ps.1.7101  Ps.3.0893    Ps.2.6342    Ps.3.4983  
                     

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(d)(c) Supplemental cash flow information:information: Under MFRS, for 2010, 2009 and 2008, the Company presents a consolidated statement of changes in financial positioncash flows in accordance with Bulletin B-12,NIF B-2,Statement of Changes in Financial PositionCash Flows,, which identifies the generation and application of resources as the differences between beginning and ending financial statement balances in constant Mexican pesos.presents only cash movements.

For U.S. GAAP purposes, the Company has provided a statement of cash flows, in accordance with SFAS No. 95,Statement of Cash Flows, which presents only cash movements, excluding the effects of inflation, and requires that additional information related to non-cash investing and financing transactions and other events be provided separately.

Requirements regarding the presentation of the statement of cash flows under MFRS differ in certain respects from those set forth by U.S. GAAP. Among others, payments for interest costs that are not capitalized as part of fixed assets are operating cash flows for U.S. GAAP and financing cash flows under MFRS.

Presented below are consolidated statements of cash flows of the Company in accordance with U.S. GAAP for the years ended December 31:

 

  2007 2006 2005   2010 2009 2008 

Operating activities:

        

Net income under U.S. GAAP

  Ps. 1,756,760  Ps. 1,141,292  Ps. 959,348   Ps.1,724,580   Ps.1,476,420   Ps.1,961,180  

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

   347,692   340,405   262,545    472,201    421,094    390,509  

Loss on sale of fixed assets

   616    6,859    4,480  

Provision for labor obligations

   2,530   29,912   3,709    6,560    8,025    4,225  

Deferred fees for technical assistance services

   25,762   47,811   15,886    47,692    39,618    (60,938

Hedging derivative financial instrument

   6,509    1,020    —    

Embedded derivatives

   (9,106)  6,899   31,481    22,102    34,612    (89,243

Inflationary effects on recoverable tax on assets

   (16,798  (6,285  (14,641

Short-term marketable securities

   45,706    (4,384  (35,870

Deferred income taxes

   (197,788)  78,733   240,399    (350,277  (146,704  (181,864

Long-term account receivable reserve

   (108  4,123    —    

Changes in operating assets and liabilities:

        

Trade accounts receivable

   (79,672)  (32,350)  (2,648)   157,710    118,202    (101,748

Short-term marketable securities

   (116,889)  (9,511)  138,778 

Recoverable taxes and other current assets

   55,452   (225,316)  (16,904)

Recoverable income taxes - current and other current assets

   106,473    107,435    (153,754

Recoverable tax on assets

   (23,490)  51,591   (182,793)   34,961    42,313    111,847  

Recoverable income taxes

   —     —     6,793 

Long-term recoverable income taxes

   —      —      (23,022

Concession taxes payable

   847   2,451   2,287    9,651    (8,645  606  

Accounts payable and other

   92,884   11,716   17,521    2,194    23,053    (204,401

Due to Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party

   19,330   10,567   19,289 

Income tax and asset tax

   2,512   10,855   (14,465)

Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party

   14,017    (11,277  (8,531

Income tax and asset tax payable

   67,043    (1,418  (33,669

Deposits received

   2,093   11,447   4,373    128,669    57,831    5,299  

Loss from monetary position

   59,117   55,169   50,916 
                    

Net cash provided by operating activities

   1,938,034   1,531,671   1,536,515    2,479,501    2,161,892    1,570,465  

Cash flows used in investing activities:

    

Buildings improvements, machinery and equipment

   (923,298  (572,210  (549,809

Investments in trust designated for expenditure

   123,859    (352,436  —    

Other assets

   (30,505  (865  2,948  
          

Net cash used in investing activities

   (829,944  (925,511  (546,861

Cash flows used in financing activities:

    

Proceeds from bank loans

   507,692    413,754    344,000  

Payments on bank loans

   (248,360  (163,786  (122,571

Stock repurchases

   (609,809  (10,248  (44,227

Stock repurchased sold

   —      53,712    —    

Hedging derivative financial instrument

   —      (14,667  —    

Dividend payments

   (1,000,000  (1,200,000  (1,121,485
          
   (1,350,477  (921,235  (944,283
          

 

43F-55


   2007  2006  2005 

Cash flows used in investing activities:

    

Buildings improvements, machinery and equipment

   (808,167)  (643,887)  (592,456)

Other assets

   663   (5,308)  (585)
             

Net cash used in investing activities

   (807,504)  (649,195)  (593,041)

Cash flows used in financing activities-

    

Bank loans

   600,000   —     —   

Payments to bank loans

   (21,429)  —     —   

Dividend payments

   (1,171,616)  (774,312)  (1,135,979)
             
   (593,045)  (774,312)  (1,135,979)

Effects of inflation accounting

   (41,911)  (22,767)  (18,073)
             

Increase (decrease) in cash and cash equivalents

   495,574   85,397   (210,578)

Cash and cash equivalents at beginning of year

   931,109   845,712   1,056,290 
             

Cash and cash equivalents at end of year

  Ps. 1,426,683  Ps. 931,109  Ps. 845,712 
             

Supplemental cash disclosures:

    

Cash paid for income tax and asset tax

  Ps.492,867  Ps.493,979  Ps.525,898 

Interest paid, net of amounts capitalized

   16,653   —     —   
             

Supplemental non-cash investing activity:

    

Investment in building improvements, machinery

and equipment on account

  Ps.203,259  Ps.79,144  Ps.68,487 
             
   2010   2009   2008 

Increase in cash and cash equivalents

   299,080     315,146     79,321  

Cash and cash equivalents at beginning of year

   1,821,150     1,506,004     1,426,683  
               

Cash and cash equivalents at end of year

  Ps.2,120,230    Ps.1,821,150    Ps.1,506,004  
               

Supplemental cash disclosures:

      

Cash paid for income tax and asset tax

  Ps.469,963    Ps.372,292    Ps.476,490  

Interest paid, net of amounts capitalized

   97,669     50,486     44,102  
               

Supplemental non-cash investing activity:

      

Investment in building improvements, machinery and equipment on account

  Ps.227,373    Ps.101,296    Ps.223,530  
               

(e)(d) Valuation and qualifying accounts:

 

Description

  Balance at
beginning
of year
  Additions charged
to costs and
expenses
  Inflation
effects
  Deductions  Balance at
end of Year

Allowance for doubtful accounts

         

2007

  Ps. 45,384  Ps. 6,069  Ps.—    Ps. 1,087  Ps. 50,366

2006

   39,680   7,036   206   1,538   45,384

2005

   42,029   2,497   (173)  4,673   39,680
Description  Balance at
beginning
of year
   Additions charged
to costs and
expenses
   Deductions   Balance at
end of year
 

Allowance for doubtful accounts

        

2010

  Ps.135,613    Ps.92,529    Ps.10,442    Ps.217,700  

2009

   112,618     35,335     12,340     135,613  

2008

   50,366     62,993     741     112,618  

(f)(e) Recently issuedadopted accounting standards (U.S. GAAP)

In September 2006On January 21, 2010, the FASBFinancial Accounting Standards Board issued SFAS No. 157Accounting Standards Update (“ASU”) 2010-06,Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements. SFAS 157 definesASU 2010-06 requires new and revised disclosures for recurring or non-recurring fair value establishes a frameworkmeasurements, specifically related to significant transfers into and out of Levels 1 and 2, and for measuringpurchases, sales, issuances, and settlements in the rollforward of activity for Level 3 fair value in accordance with U.S. GAAP,measurements. ASU 2010-06 also clarifies existing disclosures related to the level of disaggregation and expandsthe inputs and valuation techniques used for fair value measurements. The new disclosures and clarifications of existing disclosures about fair value measurements. This statement clarifiesmeasurements were adopted by the definition of exchange price asCompany on January 1, 2010, and did not have an impact on the price between market participantsaccompanying consolidated financial statements. The guidance regarding disclosures about activity in an orderly transaction to sell an asset or transfer a liability in the market in which the reporting entity would transact for the asset or liability, that is the principal or most advantageous market for the asset or liability. The changes to current practice resulting from the application of this statement relate to the definition ofLevel 3 fair value the methods used to measure fair value, and the expanded disclosures about fair value measurements. SFAS 157 ismeasurements, will be effective for fiscal years beginning after NovemberDecember 15, 2007 for financial assets and liabilities such as derivatives measured at fair value under SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities. SFAS No. 157 has been deferred until fiscal years beginning after November 15, 2008 for nonfinancial assets and liabilities such as asset retirement obligations measured at fair value at initial recognition, long-lived asset groups measured at fair value under SFAS No. 144,Accounting for2010. The Company is currently evaluating the Impairment or Disposaleffects of Long-Lived Assets, liabilities for exit or disposal activities measured at fair value under SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities, etc. The adoption ofadopting this standard is not expected to have a material impact on Company’s consolidated financial position, results of operations or cash flows.

44


In February 2007, the FASB issued SFAS No. 159The Fair Value Option for Financial Assets and Financial Liabilities - Including an amendment of FASB Statement No. 115, which permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected will be recognized in earnings at each subsequent reporting date. SFAS 159 provides entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS 159 is for fiscal years beginning after November 15, 2007. The adoption of this standard is not expected to have a material impact on Company’s consolidated financial position, results of operations or cash flows.guidance.

In December 2007,2010, the FASBCompany adopted ASU 2010-09,Subsequent Events (Topic 855) – Amendments to Certain Recognition and Disclosure Requirements. This ASU removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued SFAS No. 141 (revised 2007)Business Combinations – a replacement of FASB No. 141. SFAS 141(R) establishes principles and requirements for how an acquirer recognizes and measures in itsrevised financial statements. Revised financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at fair value as of the acquisition date. The Statement also establishes disclosures requirements which will enable users to evaluate the nature and financial effects of the business combination. SFAS 141(R) is effective for fiscal years beginning on or after December 15, 2008. The Company has not yet determined the impact, if any, of the adoption of FAS 141(R) on its consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, which enhances the current disclosure framework in SFAS No.133,Accounting for Derivative Instruments and Hedging Activities. SFAS No.161 primarily requires (i) qualitative disclosures about objectives and strategies for using derivatives in the context of each instrument’s primary underlying risk exposure; (ii) quantitative disclosures about the location and fair value amounts of and gains and losses on derivative instruments, in a tabular format; and (iii) disclosures about credit-risk-related contingent features in derivative agreements. This statement is effective forinclude financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with earlyrevised as a result of either correction of an error or retrospective application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption. The Company is in the process of determining the effects of this new standard on its consolidated financial information.U.S. GAAP.

 

25.28.Subsequent events

 

 a.During January 2008,In relation to Note 21.f, the Company carried out a corporate restructuring throughMexicali and Aguascalientes airports appealed the establishment of Corsa. As a result,unfavorable sentences received during 2010 on January 1, 2008, employees ceased their employment with the individual airports12 and became employees of Corsa. Corsa assumed all labor obligations. The Company provisioned Ps. 28,000 as of December 31, 2007 for the costs related to the assumed obligation, which were paid during February 2008.January 17, 2011, respectively.

 

 b.In connection with judicial annulment filed byNote 19.f, on March 11, 2011, the Mexican Tax Authorities against the Principal airports described in Note 16.b, on January 8, 2008, the CompanyTijuana airport received a resolution indicating that these airports must calculate theirrefund of the asset tax base considering the total assets at each airportpaid for Ps. 9,992 (including the 100% of the concession)interest). However, this sentence requested the Mexican Tax Authorities to define and communicate to the Company the legal bases why they are unable to confirm the criteria related to the calculation of IMPAC; the Company filed an annulment against this sentence in January 2008.

 

 c.On January 12, 2008,In relation to Note 21.a, on April 1, 2011, the TijuanaMexicali airport recovered the administrationreceived a partial refund of the parking lot ofamount encumbered by municipal authorities for Ps. 6,002 (including interest). The Company will continue to request the airport, which was formerly operated by a third party through a leasing contract that expired onamount remaining pending refund from the date mentioned. As of such date, the airport will administer the parking lot directly.authorities.

 

 d.On January 30, 2008,April 19, 2011, in relation to Note 19.a, the Bajío, Hermosillo, Puerto Vallarta and Los Cabos airports borrowedGuadalajara airport received a refund of ISR paid on dividends for Ps. 344,000 under the line of credit with Banamex. The characteristics of the credit, amortization of principal, payment of interest and other terms are the same as those described in Note 1.b.41,526 (including interest).

 

F-56


 e.The Company and Grupo México, S.A.B. de C.V. have formed a consortium to participate in the bid for the Riviera Maya Airport project. On March 3, 2008, by means of judicial agreement,April 25, 2011, the Company reached an agreement with Remaconst (Note 18.f), whereby Remaconst is committedfiled its proposal to a total paymentparticipate in this bidding process. On May 20, 2011, the Ministry of Ps. 8,000, of which Ps. 2,978 will be paid through an exchange of assetsCommunications and Ps. 5,022 will be payable in equal monthly payments during four years, beginning in March 2008, bearing an annual interest rate of 9.26% on unpaid balances.Transportation notified the Company that all proposals for this concession were found deficient and voided, including the Company’s bid. Therefore, the bidding process was declared deserted or void.

 

 f.On MarchApril 25, 2008,2011, the Tijuana airportCompany received an initial ruling declaring nulla formal notification from the CNBV in which it states that, in its opinion, the Company allegedly committed violations of the Mexican Securities Law in relation to, among other things, the scope of the disclosures made related to the shareholders’ dispute and voidrelated events and communications that took place during 2010. On June 3, 2011, the payment requiredCompany exercised its right to appeal the determination made by Municipal authoritiesthe CNBV and presented evidence to contest this determination in a formal hearing as allowed by the Mexican Securities Law. If the Company is not successful in its appeal to the CNBV or in any subsequent legal actions it made, as discussed in Note 18.a.may take, the maximum amount of the fine that could be levied against it for all alleged violations is approximately Ps. 31,106.

 

45


 g.With respect to the claim described in Note 18.e,In an Ordinary Stockholders’ Meeting held on April 8, 2008,27, 2011, the Hermosillo airport receivedstockholders approved a fiscal resolution which requires the airport to pay PTUdividend payment of Ps. 4,322. However,1,040,000, or Ps. 1.9231 per common share. The first dividend payment of Ps. 780,000 was made on May 31, 2011. The second dividend payment of Ps. 260,000 will be made on or before November 30, 2011. Additionally, on the same date, the stockholders approved a third stock repurchase program to repurchase up to a maximum amount of Ps. 473,500, to be executed as the Company’s management believes theredetermines it is no legalconvenient or necessary, in accordance with the Mexican Securities Law.

h.On May 26, 2011, the Company obtained an additional unsecured simple credit with HSBC for an amount of Ps. 1,023,980, for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports, to finance capital investments previously committed pursuant to its Master Development Programs at these airports for the years 2011 and 2012. The loans bear interest at the 28-day TIIE rate plus 165 basis points, requiring quarterly payments of principal and interest for this resolution, thus,a period of seven years. The amount of the credit will be disbursed on different dates, for Ps. 659,507 during 2011 and Ps. 364,473 during 2012.

i.On June 6, 2011, the Company obtained an additional unsecured simple credit with Banamex for an amount of Ps. 551,372, for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo airportand Guanajuato airports, to finance capital investments previously committed pursuant to its Master Development Programs at these airports for the years 2011 and 2012. The loans bear interest at the 91-day TIIE rate plus 135 basis points for amounts disbursed in 2011 and at the 91-day TIIE rate plus 143 basis points for amounts disbursed in 2012. The loans will require quarterly payments of principal and interest for a period of seven years. The amount of the credit will be disbursed on different dates, for Ps. 355,119 during 2011 and Ps. 196,253 during 2012.

j.In June 2011, a shareholder who represents 0.0002% of the capital stock of the Company has filed a judicial annulmentlawsuit before the eleventh district judge in order to declare null the Company’s participation agreement and its annexes. The participation agreement and its annexes were signed in 1999, in connection with the privatization of the Company, by the Mexican government via the Ministry of Transportation and Communications, Nacional Financiera S.N.C. (“NAFIN”), a Mexican government-owned entity, Banco Nacional de Comercio Exterior, S.N.C. (National Exterior Commerce Bank or “BANCOMEXT”), ASA, GAP and its subsidiaries and AMP (the Company´s strategic partner). At this time, the Company is not able to determine what impact this lawsuit has or could have on April 15, 2008.GAP.

 

26.29.Financial statements issuance authorization

On March 14, 2008June 9, 2011, the issuance of the consolidated financial statements was authorized by Jorge Manuel Sales Martínez,Fernando Bosque Mohíno, Chief Executive Officer and by Rodrigo Guzmán Perera, Chief Financial Officer, subsequent to which additional disclosures related to subsequent events were included in Note 25.Officer. These consolidated financial statements were approved at the ordinary general stockholders’ meeting, on April 29, 2008.27, 2011, subsequent to which Note 28 was updated.

* * * * * *

 

46F-57