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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 20-F
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 for the fiscal year ended December 31, 2009
 Commission File Number 1-15132
 Grupo Aeroportuario del Sureste, S.A.B. de C.V.
  Southeast Airport Group
(Translation of registrants name into English)
    
    United Mexican States
(Jurisdiction of incorporation or organization)
 
 Bosque de Alisos No. 47A  4 th Floor
Bosques de las Lomas
05120 México, D.F.
Mexico
 
 Adolfo Castro Rivas
CFO and Head of Investor Relations
Grupo Aeroportuario del Sureste, S.A.B. de C.V.
Bosque de Alisos No. 47A  4 th Floor
Bosques de las Lomas
05120 México, D.F.
México
Telephone: + 52 55 5284 0408
Fax: +52 55 5284 0454
 
  Title of each class:
    
    Name of each exchange
on which registeredSeries B Shares, without par value, or shares
    
    New York Stock Exchange, Inc.*American Depositary Shares, as evidenced by American 
Depositary Receipts, or ADSs,
each representing ten 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. None
 N/A
  Series B Shares, without par value: 277,050,000
 Series BB Shares, without par value: 22,950,000
 Yes o No þ
 Yes o No þ
 Yes þ No o
 Yes þ Noo
  Large accelerated filerþ
    
    Accelerated filero
    
    Non-accelerated filero
  U.S. GAAPo
    
    IFRSo
    
    Otherþ
 Item 17 o Item 18 þ
 Yes o No þ




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Item 1. Identity of Directors, Senior Management and Advisers
    
    
    1Item 2. Offer Statistics and Expected Timetable
    
    
    1Item 3. Key Information
    
    
    1Selected Financial Data
    
    
    1Exchange Rates
    
    
    6Risk Factors
    
    
    7Forward Looking Statements
    
    
    26Item 4. Information on the Company
    
    
    26History and Development of the Company
    
    
    26Business Overview
    
    
    32Regulatory Framework
    
    
    48Organizational Structure
    
    
    66Property, Plant, And Equipment
    
    
    66Item 5. Operating and Financial Review and Prospects
    
    
    67Item 6. Directors, Senior Management and Employees
    
    
    105Item 7. Major Shareholders and Related Party Transactions
    
    
    112Major Shareholders
    
    
    112Related Party Transactions
    
    
    115Item 8. Financial Information
    
    
    116Dividends
    
    
    117Item 9. The Offer and Listing
    
    
    119Trading on the Mexican Stock Exchange
    
    
    120Item 10. Additional Information
    
    
    121Material Contracts
    
    
    137Exchange Controls
    
    
    137Taxation
    
    
    138Documents On Display
    
    
    142
  i




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    143Item 12. Description of Securities Other Than Equity Securities
    
    
    144Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    147Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    147Item 15. Controls and Procedures
    
    
    147Item 16. Reserved
    
    
    148Item 16A. Audit Committee Financial Expert
    
    
    148Item 16B. Code of Ethics
    
    
    148Item 16C. Principal Accountant Fees and Services
    
    
    148Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    149Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    149Item 16F. Change in Registrants Certifying Accountant
    
    
    150Item 16G. Corporate Governance
    
    
    150Item 17. Financial Statements
    
    
    154Item 18. Financial Statements
    
    
    154Item 19. Exhibits
    
    
    155Exhibit 8.1Exhibit 12.1Exhibit 12.2Exhibit 13.1
   ii




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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 
 SELECTED FINANCIAL DATA
 Normas de Informacion Financiera
   índice
nacional de precios al consumidor




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2




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Year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(thousands of constant Mexican pesos as of December
    
    
    (thousands of nominal Mexican
    
    
    (thousands of31, 2007)(1)
    
    
    pesos)(1)
    
    
    dollars)(2)Income statement data:Mexican FRS:Revenues:Aeronautical services(3)
    
    Ps.
    1,577,295
    
    
    Ps.
    1,647,594
    
    
    Ps.
    1,890,950
    
    
    Ps.
    2,101,879
    
    
    Ps.
    2,042,647
    
    
    $
    158,210Non-aeronautical services(4)
    
    
    650,889
    
    
    
    675,530
    
    
    
    894,941
    
    
    
    1,066,828
    
    
    
    1,088,537
    
    
    
    84,311Total revenues
    
    
    2,228,184
    
    
    
    2,323,124
    
    
    
    2,785,891
    
    
    
    3,168,707
    
    
    
    3,131,184
    
    
    
    242,521Operating expenses:Cost of services
    
    
    (602,436
    )
    
    
    (665,275
    )
    
    
    (743,642
    )
    
    
    (810,101
    )
    
    
    (788,562
    )
    
    
    (61,077
    )General and administrative expenses
    
    
    (110,907
    )
    
    
    (101,156
    )
    
    
    (104,019
    )
    
    
    (114,159
    )
    
    
    (121,708
    )
    
    
    (9,427
    )Technical assistance fee(5)
    
    
    (71,721
    )
    
    
    (73,707
    )
    
    
    (91,945
    )
    
    
    (104,485
    )
    
    
    (103,518
    )
    
    
    (8,018
    )Government Concession fee(6)
    
    
    (111,409
    )
    
    
    (116,007
    )
    
    
    (139,294
    )
    
    
    (154,752
    )
    
    
    (150,559
    )
    
    
    (11,661
    )Depreciation and amortization
    
    
    (468,653
    )
    
    
    (506,124
    )
    
    
    (540,821
    )
    
    
    (601,513
    )
    
    
    (629,507
    )
    
    
    (48,757
    )Net comprehensive financing
    
    
    24,558
    
    
    
    15,786
    
    
    
    15,144
    
    
    
    174,272
    
    
    
    20,156
    
    
    
    1,561Non-ordinary items(7)
    
    
    (9,678
    )
    
    
    (16,242
    )
    
    
    (2,385
    )
    
    
    (9,734
    )
    
    
    (15,384
    )
    
    
    (1,192
    )Income before taxes
    
    
    877,938
    
    
    
    860,399
    
    
    
    1,178,929
    
    
    
    1,548,235
    
    
    
    1,342,102
    
    
    
    103,950Provision for income taxes
    
    
    (269,893
    )
    
    
    (312,432
    )
    
    
    (656,568
    )
    
    
    (498,766
    )
    
    
    (544,692
    )
    
    
    (42,188
    )Net income
    
    
    608,045
    
    
    
    547,967
    
    
    
    522,361
    
    
    
    1,049,469
    
    
    
    797,410
    
    
    
    61,762Basic and diluted earnings per share(10)
    
    
    2.03
    
    
    
    1.83
    
    
    
    1.74
    
    
    
    3.50
    
    
    
    2.66
    
    
    
    0.21Basic and diluted earnings per ADS
(unaudited)(8)
    
    
    20.27
    
    
    
    18.27
    
    
    
    17.41
    
    
    
    34.98
    
    
    
    26.58
    
    
    
    2.06U.S. GAAP:Revenues
    
    
    2,228,184
    
    
    
    2,319,110
    
    
    
    2,771,216
    
    
    
    3,174,893
    
    
    
    3,137,370
    
    
    
    243,000Operating income
    
    
    819,554
    
    
    
    862,234
    
    
    
    1,253,490
    
    
    
    1,587,205
    
    
    
    1,543,809
    
    
    
    119,573Net income
    
    
    487,938
    
    
    
    431,597
    
    
    
    257,274
    
    
    
    1,219,609
    
    
    
    919,236
    
    
    
    71,198Basic and diluted earnings per share(10)
    
    
    1.63
    
    
    
    1.44
    
    
    
    0.86
    
    
    
    4.07
    
    
    
    3.06
    
    
    
    0.24Basic and diluted earnings per ADS
(unaudited)(8)
    
    
    16.26
    
    
    
    14.39
    
    
    
    8.58
    
    
    
    40.65
    
    
    
    30.64
    
    
    
    2.37Dividends per share(9)
    
    
    0.69
    
    
    
    0.73
    
    
    
    0.77
    
    
    
    2.00
    
    
    
    6.28
    
    
    
    0.49Other Operating Data (Unaudited):Total passengers (thousands of passengers)
    
    
    13,321.3
    
    
    
    13,779.9
    
    
    
    16,238.8
    
    
    
    17,752.4
    
    
    
    15,535.6
    
    
    
    15,535.6Total air traffic movements (thousands of
movements)
    
    
    209.9
    
    
    
    220.5
    
    
    
    262.3
    
    
    
    270.1
    
    
    
    246.5
    
    
    
    246.5Total revenues per passenger (in pesos or dollars)
    
    Ps.
    167.3
    
    
    Ps.
    168.6
    
    
    Ps.
    171.6
    
    
    Ps.
    178.5
    
    
    Ps.
    201.5
    
    
    $
    15.6
  3




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As of and for the year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009(thousands of constant Mexican pesos as of
    
    
    (thousands of nominal Mexican
    
    
    (thousands ofDecember 31, 2007)(1)
    
    
    pesos)(1)
    
    
    dollars)(2)Balance Sheet Data:Mexican FRS:Cash and marketable securities
    
    Ps.
    1,655,728
    
    
    Ps.
    1,288,353
    
    
    Ps.
    1,925,697
    
    
    Ps.
    1,733,512
    
    
    Ps.
    961,404
    
    
    $
    74,464Total current assets
    
    
    2,006,628
    
    
    
    1,702,364
    
    
    
    2,415,241
    
    
    
    2,793,941
    
    
    
    2,083,163
    
    
    
    161,348Airport concessions, net
    
    
    8,501,010
    
    
    
    8,242,778
    
    
    
    8,037,900
    
    
    
    7,833,022
    
    
    
    7,628,144
    
    
    
    590,825Rights to use airport facilities, net
    
    
    2,265,447
    
    
    
    2,246,711
    
    
    
    2,189,975
    
    
    
    2,123,865
    
    
    
    2,057,476
    
    
    
    159,358Total assets
    
    
    15,183,527
    
    
    
    15,503,054
    
    
    
    16,676,081
    
    
    
    17,374,594
    
    
    
    16,695,708
    
    
    
    1,293,138Current liabilities
    
    
    380,966
    
    
    
    254,564
    
    
    
    317,002
    
    
    
    621,570
    
    
    
    399,482
    
    
    
    30,941Total liabilities
    
    
    1,120,341
    
    
    
    1,199,766
    
    
    
    2,170,554
    
    
    
    2,419,598
    
    
    
    2,838,013
    
    
    
    219,814Capital Stock
    
    
    12,799,204
    
    
    
    12,799,204
    
    
    
    12,799,204
    
    
    
    12,799,204
    
    
    
    12,799,204
    
    
    
    991,341Net equity/stockholders equity
    
    
    14,063,186
    
    
    
    14,303,288
    
    
    
    14,505,527
    
    
    
    14,954,996
    
    
    
    13,857,695
    
    
    
    1,073,325U.S. GAAP:Cash and cash equivalents
    
    
    1,159,233
    
    
    
    859,857
    
    
    
    1,870,675
    
    
    
    1,733,512
    
    
    
    876,922
    
    
    
    67,921Total current assets
    
    
    2,054,071
    
    
    
    1,727,121
    
    
    
    2,542,644
    
    
    
    2,927,037
    
    
    
    2,125,101
    
    
    
    164,596Airport concessions, net
    
    
    92,810
    
    
    
    30,916
    
    
    
    22,376
    
    
    
    13,776
    
    
    
    5,237
    
    
    
    406Rights to use airport facilities
    
    
    1,770,376
    
    
    
    1,717,356
    
    
    
    1,671,325
    
    
    
    1,615,667
    
    
    
    1,560,081
    
    
    
    120,833Total assets
    
    
    8,182,141
    
    
    
    8,273,993
    
    
    
    8,579,690
    
    
    
    9,709,366
    
    
    
    8,907,632
    
    
    
    689,926Total liabilities
    
    
    387,534
    
    
    
    266,370
    
    
    
    546,042
    
    
    
    1,056,109
    
    
    
    1,219,139
    
    
    
    94,426Capital Stock
    
    
    6,989,281
    
    
    
    6,989,281
    
    
    
    6,989,281
    
    
    
    6,989,281
    
    
    
    6,989,281
    
    
    
    541,343Net equity/stockholders equity
    
    
    7,794,607
    
    
    
    8,007,623
    
    
    
    8,033,648
    
    
    
    8,653,257
    
    
    
    7,688,493
    
    
    
    595,499Statement of Changes in Financial
Position:(11)Mexican FRS:Resources provided by operating
activities
    
    
    1,336,897
    
    
    
    1,070,404
    
    
    
    1,622,626Resources used in financing
activities
    
    
    (296,442
    )
    
    
    (307,865
    )
    
    
    (320,122
    )Resources used in investing
activities
    
    
    (682,558
    )
    
    
    (1,129,915
    )
    
    
    (665,160
    )Increase (decrease) in cash and
marketable securities
    
    
    357,897
    
    
    
    (367,376
    )
    
    
    637,344Cash Flow Data:(11)Mexican FRS:Cash flow provided by operating
activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,555,172
    
    
    
    1,366,096
    
    
    
    105,809Cash flow used in financing
activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (951,264
    )
    
    
    (1,529,675
    )
    
    
    (118,478
    )Cash flow used in investing
activities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (796,093
    )
    
    
    (608,529
    )
    
    
    (47,133
    )Decrease in cash and marketable
securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (192,185
    )
    
    
    (722,108
    )
    
    
    (55,930
    )U.S. GAAP:Cash flow provided by operating
activities(12)
    
    
    1,211,614
    
    
    
    993,150
    
    
    
    1,637,468
    
    
    
    1,343,587
    
    
    
    1,243,102
    
    
    
    96,282Cash flow used in financing
activities(12)
    
    
    (207,507
    )
    
    
    (218,582
    )
    
    
    (231,249
    )
    
    
    (600,000
    )
    
    
    (1,338,545
    )
    
    
    (103,675
    )Cash flow used in investing
activities
    
    
    (872,745
    )
    
    
    (1,028,787
    )
    
    
    (364,250
    )
    
    
    (880,750
    )
    
    
    (761,147
    )
    
    
    (58,953
    )Effect of inflation on cash and cash
equivalents
    
    
    (34,259
    )
    
    
    (45,157
    )
    
    
    (31,151
    )
    
    
    
    
    
    
    
    
    
    
    Increase (decrease) in cash and cash
equivalents
    
    
    97,103
    
    
    
    (299,376
    )
    
    
    1,010,818
    
    
    
    (137,163
    )
    
    
    (856,590
    )
    
    
    (66,346
    )
 
 (1)
    
    Except for operating data. Per share and per passenger peso amounts are expressed in
pesos (not thousands of pesos).(2)
    
    Except for operating data. Translated into dollars at the rate of Ps. 12.9110 per U.S.
dollar, the Federal Reserve Board exchange rate for Mexican pesos at January 4, 2010. Per
share and per passenger dollar amounts are expressed in dollars (not thousands of dollars).(3)
    
    Revenues from aeronautical services include those earned from passenger charges,
landing charges, aircraft parking charges, charges for airport security services and
charges for use of passenger walkways.(4)
    
    Revenues from non-aeronautical services are earned from the leasing of space in our
airports, access fees collected from third parties providing services at our airports and
miscellaneous other sources.  4




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(5)
    
    Since April 19, 1999, we have paid ITA a technical assistance fee under the technical
assistance agreement entered into in connection with the purchase by Inversiones y Tecnicas
Aeroportuarias, S.A. de C.V. (ITA) of its Series BB shares. This fee is described in
Item 7. Major Shareholders and Related Party TransactionsRelated Party
TransactionsArrangements with ITA.(6)
    
    Each of our subsidiary concession holders is required to pay a concession fee to the
Mexican government under the Mexican Federal Duties Law. The concession fee is currently
5% of each concession holders gross annual revenues from the use of public domain assets
pursuant to the terms of its concession.(7)
    
    Non-ordinary items refers to restructuring and contract termination fees and loss on
natural disasters. On January 1, 2007, we adopted Mexican FRS B-3,Statement of Income
which incorporates, among other things, a new approach to classifying income and expenses
as ordinary and non-ordinary, eliminates special and extraordinary items and establishes
employees profit sharing as an ordinary expense and not as tax. Accordingly, our selected
data for 2006 and 2005 have also been reclassified to conform to FRS B-3.(8)
    
    Based on the ratio of 10 Series B shares per ADS.(9)
    
    Income tax was payable on the dividends because the distribution was not made from our
after-tax earnings account.(10)
    
    Shares outstanding for all periods presented were 300,000,000.(11)
    
    In 2008, we adopted Mexican FRS B-2 Cash-Flow which requires us to present a
statement of cash flows in place of a statement of changes in financial position. The
statement of cash flows classifies cash receipts and payments according to whether they
stem from operating, investing or financing activities.(12)
    
    The Company has reclassified certain amounts in prior periods relating to tax on
dividends from financing activities to operating activities.  5




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EXCHANGE RATES
  Exchange RateYear Ended December 31,
    
    High
    
    
    Low
    
    
    Period End
    
    
    Average(1)2005
    
    
    11.41
    
    
    
    10.41
    
    
    
    10.63
    
    
    
    10.892006
    
    
    11.46
    
    
    
    10.43
    
    
    
    10.80
    
    
    
    10.912007
    
    
    11.27
    
    
    
    10.67
    
    
    
    10.92
    
    
    
    10.932008
    
    
    13.94
    
    
    
    9.92
    
    
    
    13.83
    
    
    
    11.212009
    
    
    15.41
    
    
    
    12.63
    
    
    
    13.06
    
    
    
    13.50December 2009
    
    
    13.08
    
    
    
    12.63
    
    
    
    13.06
    
    
    
    12.862010January 2010
    
    
    13.03
    
    
    
    12.65
    
    
    
    13.03
    
    
    
    12.81February 2010
    
    
    13.19
    
    
    
    12.76
    
    
    
    12.76
    
    
    
    12.94March 2010
    
    
    12.74
    
    
    
    12.30
    
    
    
    12.30
    
    
    
    12.57April 2010
    
    
    12.41
    
    
    
    12.16
    
    
    
    12.23
    
    
    
    12.24
 
 (1)
    
    Average of month-end rates or daily rates, as applicable.Source: Federal Reserve Bank of New York noon buying rate (2005-2008); Federal Reserve Board H.10 Weekly Release (2009).    6




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RISK FACTORS
 Risks Related to Our Operations
 Hurricanes and other natural disasters have adversely affected our business in the past and could
do so again in the future.
     7




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Our business could be adversely affected by a downturn in the U.S. economy.
  Fluctuations in international petroleum prices could reduce demand for air travel.
  The loss of one or more of our key customers could result in a loss of a significant amount of our
revenues.
   8




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Our business is highly dependent upon revenues from Cancún International Airport.
  The September 11, 2001 terrorist attacks had a severe impact on the international air travel
industry and adversely affected our business. Similar events may do so again in the future.
 The events of September 11, 2001 resulted in a significant decline in passenger traffic
worldwide and future terrorist attacks could result in similar declines.
   9




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Security enhancements have resulted in increased costs and may expose us to greater
liability.
   International events could have a negative impact on international air travel and our business.
   10




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Our revenues are highly dependent on levels of air traffic, which depend in part on factors beyond
our control.
  Our business is highly dependent upon the operations of Mexico City Area Airports.
    11




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Competition from other tourist destinations could adversely affect our business.
  Revenues from passenger charges are not secured, and we may not be able to collect amounts invoiced
in the event of the insolvency of one of its principal airline customers.
  If a change in relations with our labor force should occur, such a change could have an adverse
impact on our results of operations.
  The operations of our airports may be disrupted due to the actions of third parties beyond our
control.
   12




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Fernando Chico Pardo, through his own investment vehicles and his 51% interest in Inversiones y
Tecnicas Aeroportuarias, S.A. de C.V., or ITA, has a significant influence as a shareholder and
over our management, and his interests may differ from those of other stockholders.
    Some of our board members and stockholders have business relationships that may generate conflicts
of interest.
   13




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Our operations are at greater risk of disruption due to the dependence of most of our airports on a
single commercial runway.
  We are exposed to risk related to construction projects.
   We are exposed to risks inherent to the operation of airports.
   14




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##### Table of Contents



Our insurance policies may not provide sufficient coverage against all liabilities.
  Risks Related to the Regulation of Our Business
 The price regulatory system applicable to our airports imposes maximum rates for each airport.
 The price regulatory system does not guarantee that our consolidated results of operations,
or that the results of operations of any airport, will be profitable.
   Our results of operations may be adversely affected by required efficiency adjustments to
our maximum rates.
   15




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##### Table of Contents



Our maximum rates and investment commitments will be adjusted if a concession is granted to
construct the Mayan Riviera airport.
  The regulatory framework we are subject to could be changed in a way that adversely affects us due
to a report issued by the Chairman of the Mexican Competition Commission.
 Comisión Federal de
Competencia Comision Federal de Servicios Aeroportuarios Secretaria de Comunicaciones y Transporte
  16




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##### Table of Contents



Changes to Mexican laws, regulations and decrees applicable to us could have a material adverse
impact on our results of operations.
  Our concessions may be terminated under various circumstances, some of which are beyond our
control.
  rescate rescate rescate rescate
  17




---



##### Table of Contents



requisa daños y perjuicios valor real daños perjuicios
 rescate
 The Mexican government could grant new concessions that compete with our airports, including the
Cancún International Airport.
   18




---



##### Table of Contents



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.
  We cannot predict how the regulations governing our business will be applied.
    19




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##### Table of Contents



If we exceed the maximum rate at any airport at the end of any year, we could be subject to
sanctions.
    Depreciation of the peso may cause us to exceed our maximum rates.
   20




---



##### Table of Contents



Risks Related to Mexico
 Appreciation, depreciation or fluctuation of the peso relative to the U.S. dollar could adversely
affect our results of operations and financial condition.
     Economic developments in Mexico may adversely affect our business and results of operations.
  Mexico has experienced adverse economic conditions.
   21




---



##### Table of Contents



Tasa de Interés Interbancaria de Equilibrio
  Political conditions in Mexico could materially and adversely affect Mexican economic policy and,
in turn, our operations.
   22




---



##### Table of Contents



Increased environmental regulation and enforcement in Mexico may affect us.
  Developments in other countries may affect the prices of securities issued by Mexican companies.
   Corporate disclosure.
    23




---



##### Table of Contents



Mexican law and our bylaws restrict the ability of non-Mexican shareholders to invoke the
protection of their governments with respect to their rights as shareholders.
  It may be difficult to enforce civil liabilities against us or our directors, officers and
controlling persons.
 (domicilio
social)
 The protections afforded to minority shareholders in Mexico are different from those in the United
States.
   24




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##### Table of Contents



Risks Related to Our ADSs
 You may not be entitled to participate in future preemptive rights offerings.
    Holders of ADSs are not entitled to attend shareholders meetings, and they may only vote through
the depositary.
   25




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##### Table of Contents



FORWARD LOOKING STATEMENTS
  
    
    projections of operating 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, objectives or goals,
 
    
    statements about our future economic performance or that of Mexico or other countries in
which we operate, and
 
    
    statements of assumptions underlying such statements.
    
 Item 4. Information on the Company
 
 HISTORY AND DEVELOPMENT OF THE COMPANY
 sociedad anónima
bursátil de capital variable a
  26




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##### Table of Contents



Investment by ITA
       
    
    45,000,000 Series BB shares representing 15% of our outstanding capital stock (as of the
date hereof, Series BB shares represent 7.65% of our outstanding capital stock following the
conversion described above),
  27




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##### Table of Contents




    
    three options to subscribe for newly issued Series B shares, all of which have expired
unexercised, and
 
    
    the right and obligation to enter into various agreements with us and the Mexican
government, including a participation agreement, a technical assistance agreement and a
shareholders agreement under terms established during the public bidding process. These
agreements are described in greater detail under Item 7. Major Shareholders and Related Party
TransactionsRelated Party Transactions.
     28




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##### Table of Contents



,
     29




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##### Table of Contents



Master Development Programs
   Committed Investments
 Committed InvestmentsYear ended December 31,Airport
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Totals(millions of constant pesos as of December 31, 2009)(1)Cancún
    
    Ps.
    576.5
    (2)
    
    Ps.
    619.1
    (2)
    
    Ps.
    420.5
    (2)
    
    Ps.
    443.3
    (2)
    
    Ps.
    331.4
    (2)
    
    Ps.
    2,390.8
    (2)Cozumel
    
    
    17.3
    
    
    
    41.7
    
    
    
    14.1
    
    
    
    33.4
    
    
    
    10.1
    
    
    
    116.6Huatulco
    
    
    52.3
    
    
    
    149.6
    
    
    
    69.7
    
    
    
    58.8
    
    
    
    9.7
    
    
    
    340.1Mérida
    
    
    80.0
    
    
    
    127.0
    
    
    
    72.1
    
    
    
    16.1
    
    
    
    6.0
    
    
    
    301.2Minatitlán
    
    
    20.4
    
    
    
    24.6
    
    
    
    6.5
    
    
    
    3.6
    
    
    
    3.8
    
    
    
    58.9Oaxaca
    
    
    47.7
    
    
    
    137.7
    
    
    
    61.4
    
    
    
    42.1
    
    
    
    17.6
    
    
    
    306.5Tapachula
    
    
    7.5
    
    
    
    5.6
    
    
    
    4.7
    
    
    
    2.4
    
    
    
    39.3
    
    
    
    59.5Veracruz
    
    
    47.6
    
    
    
    307.2
    
    
    
    245.6
    
    
    
    117.9
    
    
    
    67.0
    
    
    
    785.3Villahermosa
    
    
    45.5
    
    
    
    162.1
    
    
    
    80.6
    
    
    
    6.5
    
    
    
    34.5
    
    
    
    329.2Total
    
    Ps.
    894.8
    
    
    Ps.
    1,574.6
    
    
    Ps.
    975.2
    
    
    Ps.
    724.1
    
    
    Ps.
    519.4
    
    
    Ps.
    4,688.1
 
 (1)
    
    Based on the Mexican construction price index in accordance with the terms of our master
development plan.(2)
    
    Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of
Terminal 3 and the construction of the second runway at Cancún International Airport. As a
result, the Ministry of Communications has applied Ps. 1,054.8 million of this amount to the
satisfaction of our committed investments at Cancún International Airport for 2009 through
2013, of which approximately Ps. 211 million was allocated to each calendar year. The amounts
reflected above are the total amount of committed investments, and do not include deductions
for these amounts.  30




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##### Table of Contents



Committed Investments
    
    
    Indicative InvestmentsJanuary 1, 2009 
    
    
    January 1, 2014 
    
    
    January 1, 2019 Airport
    
    December 31, 2013
    
    
    December 31, 2018
    
    
    December 31, 2023(millions of constant pesos as of December 31, 2009)(1)Cancún
    
    Ps.
    2,390.8
    (2)
    
    Ps.
    1,196.0
    (2)
    
    Ps.
    786.3Cozumel
    
    
    116.6
    
    
    
    120.3
    
    
    
    88.7Huatulco
    
    
    340.1
    
    
    
    71.2
    
    
    
    47.6Mérida
    
    
    301.2
    
    
    
    124.3
    
    
    
    81.7Minatitlán
    
    
    58.9
    
    
    
    59.2
    
    
    
    36.4Oaxaca
    
    
    306.5
    
    
    
    66.5
    
    
    
    84.3Tapachula
    
    
    59.5
    
    
    
    41.6
    
    
    
    20.3Veracruz
    
    
    785.3
    
    
    
    135.2
    
    
    
    168.5Villahermosa
    
    
    329.2
    
    
    
    254.9
    
    
    
    55.6Total
    
    Ps.
    4,688.1
    
    
    Ps.
    2,069.2
    
    
    Ps.
    1,369.4
 
 (1)
    
    Based on the Mexican construction price index in accordance with the terms of our master
development plan.(2)
    
    Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of
Terminal 3 and the construction of the second runway at Cancún International Airport. As a
result, the Ministry of Communications has applied Ps. 1,054.8 million of this amount to the
satisfaction of our committed investments at Cancún International Airport for 2009 through
2013, and Ps. 612.9 million to the satisfaction of our indicative investments for 2014 through
2018. The amounts reflected above are the total amount of committed and indicative
investments, and do not include deductions for these amounts.  Capital Expenditures
 Year ended December 31,
    
    (thousands of pesos)2007
    
    
    665,160
    (1)2008
    
    
    935,772
    (2)2009
    
    
    676,665
    (2)
 
 (1)
    
    Expressed in constant pesos as of December 31, 2007.(2)
    
    Expressed in nominal pesos.    31




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BUSINESS OVERVIEW
       32




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Aeronautical Services
  Year Ended December 31,2007
    
    
    2008
    
    
    2009(thousands of constant
    
    
    (thousands of nominal pesos)pesos as of December31, 2007)Revenues:Aeronautical Services
    
    Ps.
    1,890,950
    
    
    Ps.
    2,101,879
    
    
    Ps.
    2,042,647Non-Aeronautical Services
    
    
    894,941
    
    
    
    1,066,828
    
    
    
    1,088,537Total
    
    Ps.
    2,785,891
    
    
    Ps.
    3,168,707
    
    
    Ps.
    3,131,184
   Passenger Charges
   33




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Aircraft Landing and Parking Charges, Passenger Walkway Charges and Airport Security Charges
  Non-aeronautical Services
 General
   Commercial Activities
    34




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Access Charges
   35




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Automobile Parking and Ground Transport
   Airport Security
 Dirección General de Aeronáutica Civil
  36




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##### Table of Contents




    
    increasing and improving the security training of airport personnel,
 
    
    increasing the supervision and responsibilities of both our security personnel and
airline security personnel that operate in our airports,
 
    
    issuing new electronic identification cards to airport personnel,
 
    
    reinforcing control of different access areas of our airports, and
 
    
    physically changing the access points to several of the restricted areas of our
airports.
  Fuel
   37




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##### Table of Contents



Our Airports
    Passengers by Flight Origin or Destination (1)
 Year Ended December 31,Percentage ofRegion
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009
    
    
    Total 2009Mexico(2)
    
    
    5,493
    
    
    
    6,016
    
    
    
    7,489
    
    
    
    8,064
    
    
    
    7,033
    
    
    
    45.3
    %United States
    
    
    5,580
    
    
    
    5,301
    
    
    
    6,038
    
    
    
    6,526
    
    
    
    5,816
    
    
    
    37.4
    %Canada
    
    
    767
    
    
    
    851
    
    
    
    1,003
    
    
    
    1,268
    
    
    
    1,307
    
    
    
    8.4
    %Europe
    
    
    1,201
    
    
    
    1,354
    
    
    
    1,363
    
    
    
    1,474
    
    
    
    1,038
    
    
    
    6.7
    %Latin America
    
    
    280
    
    
    
    255
    
    
    
    342
    
    
    
    418
    
    
    
    339
    
    
    
    2.2
    %Asia and others
    
    
    0
    
    
    
    3
    
    
    
    4
    
    
    
    2
    
    
    
    3
    
    
    
    0.0
    %Total
    
    
    13,321
    
    
    
    13,780
    
    
    
    16,239
    
    
    
    17,752
    
    
    
    15,536
    
    
    
    100.0
    %
 
 (1)
    
    Figures exclude passengers in transit and private aviation passengers. (2)
    
    Figures include domestic flights taken by international passengers; in 2008, such flights accounted for 2.2% of all flights traveling within Mexico to our airports.   Airport Traffic
 Year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Passengers:Total
    
    
    13,321.3
    
    
    
    13,779.9
    
    
    
    16,238.8
    
    
    
    17,752.4
    
    
    
    15,535.8Air traffic movements:(1)Total
    
    
    209.9
    
    
    
    220.5
    
    
    
    262.3
    
    
    
    270.1
    
    
    
    246.5
 
 (1)
    
    Includes landings and departures. Air traffic movement data include the Cancún
charter terminal for all periods because ASUR earns landing fees from all landings
regardless of the terminal used.  38




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##### Table of Contents



Passenger Traffic
 Year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Cancún
    
    
    9,301.5
    
    
    
    9,728.1
    
    
    
    11,340.0
    
    
    
    12,646.5
    
    
    
    11,174.9Mérida
    
    
    1,021.9
    
    
    
    1,007.2
    
    
    
    1,267.5
    
    
    
    1,280.8
    
    
    
    1,058.6Cozumel
    
    
    486.6
    
    
    
    370.7
    
    
    
    511.1
    
    
    
    525.4
    
    
    
    435.7Villahermosa
    
    
    717.4
    
    
    
    725.0
    
    
    
    853.8
    
    
    
    959.0
    
    
    
    766.4Oaxaca
    
    
    563.7
    
    
    
    495.6
    
    
    
    514.1
    
    
    
    594.4
    
    
    
    523.1Veracruz
    
    
    579.4
    
    
    
    718.0
    
    
    
    976.6
    
    
    
    981.1
    
    
    
    852.6Huatulco
    
    
    312.0
    
    
    
    375.3
    
    
    
    375.9
    
    
    
    366.0
    
    
    
    388.1Tapachula
    
    
    192.3
    
    
    
    188.1
    
    
    
    210.9
    
    
    
    240.1
    
    
    
    190.4Minatitlán
    
    
    146.5
    
    
    
    171.9
    
    
    
    188.9
    
    
    
    159.0
    
    
    
    146.0Total
    
    
    13,321.3
    
    
    
    13,779.9
    
    
    
    16,238.8
    
    
    
    17,752.4
    
    
    
    15,535.8
 Air Traffic Movements by Airport (1)
 Year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Cancún
    
    
    93,761
    
    
    
    97,228
    
    
    
    114,067
    
    
    
    121,397
    
    
    
    110,937Mérida
    
    
    25,449
    
    
    
    27,610
    
    
    
    34,686
    
    
    
    33,207
    
    
    
    28,551Cozumel
    
    
    13,381
    
    
    
    12,122
    
    
    
    13,801
    
    
    
    16,283
    
    
    
    16,269Villahermosa
    
    
    19,892
    
    
    
    21,098
    
    
    
    27,351
    
    
    
    25,295
    
    
    
    20,541Oaxaca
    
    
    17,796
    
    
    
    16,148
    
    
    
    15,578
    
    
    
    17,866
    
    
    
    17,188Veracruz
    
    
    20,520
    
    
    
    24,905
    
    
    
    32,308
    
    
    
    31,243
    
    
    
    30,708Huatulco
    
    
    6,996
    
    
    
    7,179
    
    
    
    7,041
    
    
    
    6,978
    
    
    
    6,954Tapachula
    
    
    6,169
    
    
    
    6,621
    
    
    
    7,441
    
    
    
    9,765
    
    
    
    8,431Minatitlán
    
    
    5,937
    
    
    
    7,625
    
    
    
    9,999
    
    
    
    8,050
    
    
    
    6,910Total
    
    
    209,901
    
    
    
    220,536
    
    
    
    262,272
    
    
    
    270,084
    
    
    
    246,489
 
 (1)
    
    Includes departures and landings.  Air Traffic Movements by Aviation Category
 Year ended December 31,2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    2009Commercial Aviation
    
    
    157,686
    
    
    
    168,711
    
    
    
    203,513
    
    
    
    210,248
    
    
    
    193,214Charter Aviation
    
    
    20,004
    
    
    
    17,747
    
    
    
    19,958
    
    
    
    17,341
    
    
    
    13,421General Aviation(1)
    
    
    32,211
    
    
    
    34,078
    
    
    
    38,801
    
    
    
    42,495
    
    
    
    39,854Total
    
    
    209,901
    
    
    
    220,536
    
    
    
    262,272
    
    
    
    270,084
    
    
    
    246,489
 
 (1)
    
    General aviation generally consists of small private aircraft.  39




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##### Table of Contents



Cancún International Airport
         40




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Mérida International Airport
   41




---



##### Table of Contents



Cozumel International Airport
    42




---



##### Table of Contents



Villahermosa International Airport
     Oaxaca International Airport
   43




---



##### Table of Contents



Veracruz International Airport
    Huatulco International Airport
   44




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##### Table of Contents



Tapachula International Airport
 ,
  Minatitlán International Airport
   Other Properties
  1.
    
    Present a master development plan for the land (which we have already completed);
 2.
    
    Submit architectural plans for the development by May 15, 2009 (extended to May 15,
2012 by FONATUR);
  45




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##### Table of Contents



3.
    
    Apply for the relevant environmental permits within 90 days of the submission of
architectural plans;
 4.
    
    Begin construction within 90 days of issuance of the environmental permits; and
 5.
    
    Begin operations of the hotel within 975 days of beginning construction.
  Principal Air Traffic Customers
     46




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##### Table of Contents



Principal Air Traffic Customers
 Percentage of ASUR RevenuesYear ended December 31,2007
    
    
    2008
    
    
    2009CustomerAerovías Caribe, S.A. de C.V. (Click)
    
    
    3.6
    %
    
    
    5.2
    %
    
    
    6.0
    %Continental Airlines, Inc.
    
    
    4.5
    %
    
    
    4.5
    %
    
    
    5.8
    %AMR Corp. (American Airlines)
    
    
    4.7
    %
    
    
    4.7
    %
    
    
    5.0
    %Compania Mexicana de Aviacion, S.A. de C.V. (Mexicana)
    
    
    7.1
    %
    
    
    5.0
    %
    
    
    4.3
    %Aerovías de Mexico, S.A. de C.V. (Aeromexico)
    
    
    4.9
    %
    
    
    4.0
    %
    
    
    3.9
    %Aviation Support S.A. de C.V.
    
    
    2.4
    %
    
    
    2.9
    %
    
    
    3.2
    %Delta Air Lines, Inc.
    
    
    2.5
    %
    
    
    2.4
    %
    
    
    3.1
    %US Airways Group, Inc.
    
    
    3.0
    %
    
    
    3.0
    %
    
    
    3.1
    %Aviacion Comercial Especializada S.A. de C.V.
    
    
    2.1
    %
    
    
    2.0
    %
    
    
    2.4
    %Consorcio Aviaxsa, S.A. de C.V.(1)
    
    
    3.9
    %
    
    
    3.2
    %
    
    
    1.4
    %Air Canada
    
    
    0.8
    %
    
    
    0.9
    %
    
    
    1.0
    %Other
    
    
    60.5
    %
    
    
    62.2
    %
    
    
    60.8
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
 
 (1)
    
    Aviaxsa was ordered to stop operating by the Mexican government on June 1, 2009. SeeItem
5  Operating and Financial Review and ProspectsRecent DevelopmentsAVIACSA Operations
Suspended. Seasonality
  Competition
   47




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##### Table of Contents



REGULATORY FRAMEWORK
 Sources of Regulation
  
    
    the Mexican Airport Law, enacted December 22, 1995,
 
    
    the regulations to the Mexican Airport Law, enacted February 17, 2000,
 
    
    the Mexican Communications Law, enacted February 19, 1940,
 
    
    the Mexican Civil Aviation Law, enacted May 12, 1995,
 
    
    the Mexican Federal Duties Law, enacted December 31, 1981,
 
    
    the Mexican National Assets Law, enacted May 20, 2004, and
 
    
    the concessions that entitle our subsidiaries to operate our nine airports, which were
granted in 1998 and amended in 1999.
   48




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##### Table of Contents



Role of the Ministry of Communications and Transportation
  
    
    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,
 
    
    approve any transaction or transactions that directly or indirectly may result in a
change of control of a concession holder,
  49




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##### Table of Contents




    
    approve the master development plans 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,
 
    
    establish safety regulations,
 
    
    monitor airport facilities to determine their compliance with the Mexican Airport
Law, other applicable laws and the terms of the concessions, and
 
    
    impose penalties for failure to observe and perform the rules under the Mexican
Airport Law, the Mexican Airport Law regulations and the concessions.
  New Regulatory Agency
  Scope of Concessions and General Obligations of Concession Holders
   50




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51




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##### Table of Contents



Classification of Services Provided at Airports
  
    
    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 use of airport runways,
taxiways and aprons for landing, aircraft parking and departure, the use of hangars,
passenger walkways, transport buses and automobile 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 transport 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 or the airport
operator. These services include: ramp and handling services, passenger check-in,
and aircraft security, catering, cleaning, maintenance, repair and fuel supply and
related activities that provide support to air carriers.
 
    
    Commercial Services.Commercial services involve services that are not considered
essential to the operation of an airport or aircraft, and include: the leasing of
space to retailers, restaurants and banks and advertising.
    52




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force majeure force majeure force majeure
  Master Development Plans
   
    
    airport growth and development expectancies,
 
    
    fifteen-year projections for air traffic demand (including passenger, cargo and
operations),
 
    
    construction, conservation, maintenance, expansion and modernization programs for
infrastructure, facilities and equipment,
 
    
    five-year detailed investment program and planned major investments for the
following ten years,
 
    
    probable sources of financing,
 
    
    descriptive airport plans, and
 
    
    environmental protection measures.
  53




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Committed Investments
 Committed InvestmentsYear ended December 31,Airport
    
    2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    Totals(millions of constant pesos as of December 31, 2009)(1)Cancún
    
    Ps.
    576.5
    (2)
    
    Ps.
    619.1
    (2)
    
    Ps.
    420.5
    (2)
    
    Ps.
    443.3
    (2)
    
    Ps.
    331.4
    (2)
    
    Ps.
    2,390.8
    (2)Cozumel
    
    
    17.3
    
    
    
    41.7
    
    
    
    14.1
    
    
    
    33.4
    
    
    
    10.1
    
    
    
    116.6Huatulco
    
    
    52.3
    
    
    
    149.6
    
    
    
    69.7
    
    
    
    58.8
    
    
    
    9.7
    
    
    
    340.1Mérida
    
    
    80.0
    
    
    
    127.0
    
    
    
    72.1
    
    
    
    16.1
    
    
    
    6.0
    
    
    
    301.2Minatitlán
    
    
    20.4
    
    
    
    24.6
    
    
    
    6.5
    
    
    
    3.6
    
    
    
    3.8
    
    
    
    58.9Oaxaca
    
    
    47.7
    
    
    
    137.7
    
    
    
    61.4
    
    
    
    42.1
    
    
    
    17.6
    
    
    
    306.5Tapachula
    
    
    7.5
    
    
    
    5.6
    
    
    
    4.7
    
    
    
    2.4
    
    
    
    39.3
    
    
    
    59.5Veracruz
    
    
    47.6
    
    
    
    307.2
    
    
    
    245.6
    
    
    
    117.9
    
    
    
    67.0
    
    
    
    785.3Villahermosa
    
    
    45.5
    
    
    
    162.1
    
    
    
    80.6
    
    
    
    6.5
    
    
    
    34.5
    
    
    
    329.2Total
    
    Ps.
    894.8
    
    
    Ps.
    1,574.6
    
    
    Ps.
    975.2
    
    
    Ps.
    724.1
    
    
    Ps.
    519.4
    
    
    Ps.
    4,688.1
 
 (1)
    
    Based on the Mexican construction price index in accordance with the terms of our master
development plan.(2)
    
    Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of
Terminal 3 and the construction of the second runway at Cancún airport. As a result, the
Ministry of Communications has applied Ps. 1,054.8 million of this amount to the satisfaction
of our committed investments at Cancún airport for 2009 through 2013, of which approximately
Ps. 211 million was allocated to each calendar year. The amounts reflected above are the
total amount of committed investments, and do not include deductions for these amounts.  54




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Committed Investments
    
    
    Indicative InvestmentsJanuary 1, 2009 
    
    
    January 1, 2014 
    
    
    January 1, 2019 Airport
    
    December 31, 2013
    
    
    December 31, 2018
    
    
    December 31, 2023(millions of constant pesos as of December 31, 2009)(1)Cancún
    
    Ps.
    2,390.8
    (2)
    
    Ps.
    1,196.0
    (2)
    
    Ps.
    786.3Cozumel
    
    
    116.6
    
    
    
    120.3
    
    
    
    88.7Huatulco
    
    
    340.1
    
    
    
    71.2
    
    
    
    47.6Mérida
    
    
    301.2
    
    
    
    124.3
    
    
    
    81.7Minatitlán
    
    
    58.9
    
    
    
    59.2
    
    
    
    36.4Oaxaca
    
    
    306.5
    
    
    
    66.5
    
    
    
    84.3Tapachula
    
    
    59.5
    
    
    
    41.6
    
    
    
    20.3Veracruz
    
    
    785.3
    
    
    
    135.2
    
    
    
    168.5Villahermosa
    
    
    329.2
    
    
    
    254.9
    
    
    
    55.6Total
    
    Ps.
    4,688.1
    
    
    Ps.
    2,069.2
    
    
    Ps.
    1,369.4
 
 (1)
    
    Based on the Mexican construction price index in accordance with the terms of our master
development plan.(2)
    
    Prior to December 31, 2008, we invested a total of Ps. 1,667.7 million in the construction of
Terminal 3 and the construction of the second runway at Cancún airport. As a result, the
Ministry of Communications has applied Ps. 1,054.8 million of this amount to the satisfaction
of our committed investments at Cancún airport for 2009 through 2013, and Ps. 612.9 million to
the satisfaction of our indicative investments for 2014 through 2018. The amounts reflected
above are the total amount of committed and indicative investments, and do not include
deductions for these amounts.  Price Regulation
   55




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Regulated Revenues
   
    
    revenues from airport services (as defined under the Mexican Airport
Law), other than automobile parking, and
    
    access fees earned from third parties providing complementary services,
other than those related to the establishment of administrative quarters that the
Ministry of Communications and Transportation determines to be non-essential.
   Current Maximum Rates
   56




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Maximum Rates(1)(2)Year ended December 31,2009
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013Cancún
    
    Ps.
    136.70
    
    
    Ps.
    135.74
    
    
    Ps.
    134.79
    
    
    Ps.
    133.84
    
    
    Ps.
    132.91Mérida
    
    
    127.53
    
    
    
    126.64
    
    
    
    125.74
    
    
    
    124.86
    
    
    
    124.00Cozumel
    
    
    189.58
    
    
    
    188.25
    
    
    
    186.94
    
    
    
    185.62
    
    
    
    184.33Villahermosa
    
    
    119.40
    
    
    
    118.57
    
    
    
    117.74
    
    
    
    116.91
    
    
    
    116.10Oaxaca
    
    
    135.40
    
    
    
    134.45
    
    
    
    133.52
    
    
    
    132.59
    
    
    
    131.65Veracruz
    
    
    114.29
    
    
    
    113.48
    
    
    
    112.69
    
    
    
    111.90
    
    
    
    111.12Huatulco
    
    
    123.11
    
    
    
    122.25
    
    
    
    121.39
    
    
    
    120.54
    
    
    
    119.70Tapachula
    
    
    251.12
    
    
    
    249.37
    
    
    
    247.62
    
    
    
    245.89
    
    
    
    244.18Minatitlán
    
    
    218.65
    
    
    
    217.12
    
    
    
    215.60
    
    
    
    214.09
    
    
    
    212.59
 
 (1)
    
    Expressed in adjusted pesos as of December 31, 2009 based on the Mexican producer price index
(excluding petroleum).(2)
    
    Our concessions provide that each airports maximum rate may be adjusted annually to take
account of projected improvements in efficiency. For the five-year period ending December 31,
2013, the maximum rates applicable to our airports reflect a projected annual efficiency
improvement of 0.70%. Methodology For Determining Future Maximum Rates
  
    
    Projections for the fifteen-year period of workload units (each of which
is equivalent to one passenger or 100 kilograms (220 pounds) of cargo), operating costs
and expenses (excluding amortization and depreciation) related to services subject to
price regulation.
    
    Projections for the fifteen-year period of capital expenditures related
to regulated services, based on air traffic forecasts and quality of standards for
services to be derived from the master development plans.
    
    Reference values, which 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.
    
    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 twenty
four 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.
  57




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58




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Special Adjustments to Maximum Rates
  
    
    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 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, or that we would make
such a request.
    
    Macroeconomic conditions.A concession holder may also 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 that projected when its maximum rates were
determined. 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 as a result of the decline in passenger
traffic volume. There can be no assurance that any request on these grounds would be
approved, or that we would make such a request.
    
    Increase in concession fee 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 required to review each concession
holders compliance with its master development plan (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 plan, 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
   59




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Reporting, Information and Consent Requirements
   
    
    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
stockholders 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.
    60




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Penalties and Termination and Revocation of Concessions and Concession Assets
   
    
    expiration of its term,
    
    surrender by the concession holder,
    
    revocation of the concession by the Ministry of Communications and
Transportation,
    
    reversion (rescate) of the Mexican government-owned assets that are the
subject of the concession (principally real estate, improvements and other
infrastructure),
    
    inability to achieve the purpose of the concession, except in the event
of force majeure, or
    
    dissolution, liquidation or bankruptcy of the concession holder.
     61




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
    
    the failure by a concession holder to begin operating, maintaining and
developing 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,
    
    consent to the use, 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 or maintaining 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,
    
    a violation of the safety regulations established in the Mexican Airport
Law and other applicable laws,
    
    a total or partial interruption of the operation of an airport or its
airport or complementary services without justified cause,
    
    the failure of ASUR to own at least 51% of the capital stock of its
subsidiary concession holders,
    
    the failure to maintain the 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,
    
    charging prices higher than those registered with the Ministry of
Communications and Transportation for regulated services or exceeding the applicable
maximum rate,
  62




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
    
    any act or omission that impedes the ability of other service providers
or authorities to carry out their functions within the airport, or
    
    any other failure to comply with the Mexican Airport Law, its
regulations and the terms of a concession.
  rescate
 requisa daños y perjuicios valor real daños perjuicios
 Grants of New Concessions
  
    
    parties who hold permits to operate civil aerodromes and intend 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,
  63




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
    
    current concession holders 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,
    
    current concession holders when it is in the public interest for their airport to be
relocated,
    
    entities in the federal public 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 Matters
   64




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Procuraduria Federal de Proteccion Ambiental
  65




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ORGANIZATIONAL STRUCTURE
  Subsidiary
    
    Ownership InterestAeropuerto de Cancún, S.A. de C.V.
    
    
    99.99
    %Aeropuerto de Cozumel, S.A. de C.V.(1)
    
    
    99.99
    %Aeropuerto de Mérida, S.A. de C.V.
    
    
    99.99
    %Aeropuerto de Huatulco, S.A. de C.V.(2)
    
    
    99.99
    %Aeropuerto de Oaxaca, S.A. de C.V.
    
    
    99.99
    %Aeropuerto de Veracruz, S.A. de C.V.(3)
    
    
    99.99
    %Aeropuerto de Villahermosa, S.A. de C.V.
    
    
    99.99
    %Aeropuerto de Tapachula, S.A. de C.V.(4)
    
    
    99.99
    %Aeropuerto de Minatitlán, S.A. de C.V.(5)
    
    
    99.99
    %Servicios Aeroportuarios del Sureste, S.A. de C.V.
    
    
    99.99
    %RH Asur, S.A. de C.V.
    
    
    99.99
    %
 (1)
    
    As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has an 18.1% equity participation
in this airport.(2)
    
    As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has a 24.2% equity participation in
this airport.(3)
    
    As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has an 8.9% equity participation in
this airport.(4)
    
    As of January 2005, Aeropuerto de Cancún, S.A. de C.V., has a 30.0% equity participation in
this airport.(5)
    
    As of October 2007, Aeropuerto de Cancún, S.A. de C.V., has a 23.4% equity participation in
this airport.  
 PROPERTY, PLANT AND EQUIPMENT
   66




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Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
   Overview
    67




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Recent Developments
 Influenza H1N1
   Economic Downturn
   68




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Fluctuation in the Peso
   69




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Master Development Plans and Maximum Rates
  New Runway 2 at Cancún Airport
   70




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Opening of Terminal 3 at Cancún Airport
  Mayan Riviera Airport Bidding Process
  Mayan Riviera Convention and Exhibition Center and Light Rail
  Huatulco Development Project
   71




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AVIACSA Operations Suspended
  Passenger Traffic Volume and Composition
     72




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Classification of Revenues and Price Regulation
    73




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Year ended December 31,2007
    
    
    2008
    
    
    2009(millions of pesos)Amount(1)
    
    
    Percent
    
    
    Amount(2)
    
    
    Percent
    
    
    Amount(2)
    
    
    PercentRegulated Revenues:Airport Services(1)
    
    
    1,991.7
    
    
    
    71.5
    %
    
    
    2,211.2
    
    
    
    69.8
    %
    
    
    2,150.5
    
    
    
    68.7
    %Non-regulated Revenues:Access fees from non-permanent
ground transportation
    
    
    12.1
    
    
    
    0.4
    %
    
    
    14.7
    
    
    
    0.5
    %
    
    
    15.1
    
    
    
    0.5
    %Car parking and related access fees
    
    
    47.6
    
    
    
    1.7
    %
    
    
    48.4
    
    
    
    1.5
    %
    
    
    45.1
    
    
    
    1.4
    %Other fees
    
    
    4.2
    
    
    
    0.2
    %
    
    
    3.2
    
    
    
    0.1
    %
    
    
    3.9
    
    
    
    0.1
    %Complementary Services(3)
    
    
    0.0
    
    
    
    0.0
    %
    
    
    0.0
    
    
    
    0.0
    %
    
    
    0.0
    
    
    
    0.0
    %Commercial Services
    
    
    684.8
    
    
    
    24.6
    %
    
    
    841.0
    
    
    
    26.5
    %
    
    
    881.6
    
    
    
    28.2
    %Other Services
    
    
    45.5
    
    
    
    1.6
    %
    
    
    50.2
    
    
    
    1.6
    %
    
    
    35.0
    
    
    
    1.1
    %Total
    
    
    2,785.9
    
    
    
    100.0
    %
    
    
    3,168.7
    
    
    
    100.0
    %
    
    
    3,131.2
    
    
    
    100.0
    %
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.(3)
    
    Includes access fees charged to third parties providing complementary services in our airports,
which are classified as non-aeronautical revenues for financial reporting purposes. Aeronautical Revenue
   Aeronautical Revenue
 Year ended December 31,2007
    
    
    2008
    
    
    2009(millions of pesos)Amount(1)
    
    
    Percent
    
    
    Amount(2)
    
    
    Percent
    
    
    Amount(2)
    
    
    PercentAeronautical Revenue:Passenger charges
    
    
    1,449.8
    
    
    
    76.7
    %
    
    
    1,633.2
    
    
    
    77.7
    %
    
    
    1,616.5
    
    
    
    79.1
    %Landing charges
    
    
    133.9
    
    
    
    7.1
    %
    
    
    140.5
    
    
    
    6.7
    %
    
    
    124.6
    
    
    
    6.1
    %Aircraft parking charges
    
    
    248.3
    
    
    
    13.1
    %
    
    
    264.9
    
    
    
    12.6
    %
    
    
    242.8
    
    
    
    11.9
    %Airport security charges
    
    
    26.8
    
    
    
    1.4
    %
    
    
    29.4
    
    
    
    1.4
    %
    
    
    27.7
    
    
    
    1.4
    %Passenger walkway charges
    
    
    32.2
    
    
    
    1.7
    %
    
    
    33.9
    
    
    
    1.6
    %
    
    
    31.0
    
    
    
    1.5
    %Total Aeronautical Revenue
    
    
    1,891.0
    
    
    
    100.0
    %
    
    
    2,101.9
    
    
    
    100.0
    %
    
    
    2,042.6
    
    
    
    100.0
    %
  74




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Amount
    
    
    Change(3)
    
    
    Amount
    
    
    Change(3)
    
    
    Amount
    
    
    Change(3)Other Information:Total workload units(4)
    
    
    16.7
    
    
    
    16.8
    %
    
    
    18.2
    
    
    
    9.0
    %
    
    
    16.0
    
    
    
    (12.1
    %)Aeronautical revenue
    
    
    1,891.0
    
    
    
    14.8
    %
    
    
    2,101.9
    
    
    
    11.2
    %
    
    
    2,042.6
    
    
    
    (2.8
    %)Aeronautical revenue per workload unit(5)
    
    
    113.2
    
    
    
    (1.7
    %)
    
    
    115.4
    
    
    
    2.0
    %
    
    
    127.7
    
    
    
    10.6
    %
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.(3)
    
    As compared to the previous year.(4)
    
    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.(5)
    
    Aeronautical revenues per workload unit are expressed in pesos (not millions of pesos).     75




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Passengers Paying Passenger Charges
 Year ended December 31,% change
    
    
    
    
    
    
    % changeAirport
    
    2007
    
    
    2008
    
    
    2007-2008
    
    
    2009
    
    
    2008-2009(in thousands, except percentages)Cancún
    
    
    5,630.9
    
    
    
    6,276.4
    
    
    
    11.5
    %
    
    
    5,527.9
    
    
    
    (11.9
    %)Mérida
    
    
    623.1
    
    
    
    627.8
    
    
    
    0.8
    %
    
    
    513.4
    
    
    
    (18.2
    %)Villahermosa
    
    
    426.9
    
    
    
    479.6
    
    
    
    12.3
    %
    
    
    381.7
    
    
    
    (20.4
    %)Other
    
    
    1,391.5
    
    
    
    1,437.8
    
    
    
    3.3
    %
    
    
    1,258.3
    
    
    
    (12.5
    %)Total
    
    
    8,072.4
    
    
    
    8,821.6
    
    
    
    9.3
    %
    
    
    7,681.3
    
    
    
    (12.9
    %)
  Non-Aeronautical Revenue
    76




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Non-aeronautical Revenue
 Year ended December 31,2007
    
    
    2008
    
    
    2009(millions of nominal pesos)Amount(1)
    
    
    Percent
    
    
    Amount(2)
    
    
    Percent
    
    
    Amount(2)
    
    
    PercentNon-aeronautical Services:Commercial
    
    
    687.4
    
    
    
    76.8
    %
    
    
    841.2
    
    
    
    78.9
    %
    
    
    884.6
    
    
    
    81.3
    %Leasing of space
    
    
    673.3
    
    
    
    75.2
    %
    
    
    824.8
    
    
    
    77.3
    %
    
    
    867.9
    
    
    
    79.7
    %Access fee
    
    
    12.1
    
    
    
    1.4
    %
    
    
    14.7
    
    
    
    1.4
    %
    
    
    15.1
    
    
    
    1.4
    %Other
    
    
    2.0
    
    
    
    0.2
    %
    
    
    1.7
    
    
    
    0.2
    %
    
    
    1.6
    
    
    
    0.1
    %Non Commercial
    
    
    207.5
    
    
    
    23.2
    %
    
    
    225.6
    
    
    
    21.1
    %
    
    
    204.0
    
    
    
    18.7
    %Leasing of space
    
    
    58.1
    
    
    
    6.5
    %
    
    
    61.8
    
    
    
    5.8
    %
    
    
    65.8
    
    
    
    6.0
    %Access fee
    
    
    79.7
    
    
    
    8.9
    %
    
    
    82.6
    
    
    
    7.7
    %
    
    
    75.9
    
    
    
    7.0
    %Other
    
    
    69.7
    
    
    
    7.8
    %
    
    
    81.2
    
    
    
    7.6
    %
    
    
    62.3
    
    
    
    5.7
    %Total Non-aeronautical Revenue
    
    
    894.9
    
    
    
    100.0
    %
    
    
    1,066.8
    
    
    
    100.0
    %
    
    
    1,088.6
    
    
    
    100.0
    %Amount
    
    
    Change(3)
    
    
    Amount
    
    
    Change(3)
    
    
    Amount
    
    
    Change(3)Other Information:Total terminal passengers(4)
    
    
    16.2
    
    
    
    17.4
    %
    
    
    17.8
    
    
    
    9.9
    %
    
    
    15.5
    
    
    
    (12.9
    %)Change in non-aeronautical
revenue
    
    
    219.4
    
    
    
    32.5
    %
    
    
    171.9
    
    
    
    (19.2
    %)
    
    
    21.8
    
    
    
    (2.0
    )%Non-aeronautical revenue per
terminal passenger(5)
    
    
    55.2
    
    
    
    12.9
    %
    
    
    59.9
    
    
    
    8.5
    %
    
    
    70.2
    
    
    
    17.2
    %
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.(3)
    
    As compared to previous year.(4)
    
    Excludes transit and general aviation passengers.(5)
    
    Revenue per passenger amounts are expressed in pesos (not millions of pesos).   77




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##### Table of Contents



Year ended December 31,2007
    
    
    2008
    
    
    2009(millions of pesos)Amount(1)
    
    
    Change
    
    
    Amount(2)
    
    
    Change
    
    
    Amount(2)
    
    
    ChangeCommercial Revenues:Duty-Free Shops
    
    
    180.9
    
    
    
    20.7
    %
    
    
    244.3
    
    
    
    35.0
    %
    
    
    251.9
    
    
    
    3.1
    %Food and Beverage
    
    
    132.2
    
    
    
    39.3
    %
    
    
    145.6
    
    
    
    10.1
    %
    
    
    143.1
    
    
    
    (1.7
    %)Retail Stores
    
    
    203.1
    
    
    
    34.9
    %
    
    
    250.8
    
    
    
    23.5
    %
    
    
    269.6
    
    
    
    7.5
    %Advertising Revenues
    
    
    53.0
    
    
    
    66.1
    %
    
    
    64.5
    
    
    
    21.7
    %
    
    
    57.5
    
    
    
    (10.9
    %)Parking Lots
    
    
    47.6
    
    
    
    21.7
    %
    
    
    48.4
    
    
    
    1.7
    %
    
    
    44.9
    
    
    
    (7.2
    %)Car Rental Companies
    
    
    49.8
    
    
    
    25.1
    %
    
    
    55.1
    
    
    
    10.6
    %
    
    
    77.0
    
    
    
    39.7
    %Banking and
Currency Exchange
services
    
    
    15.4
    
    
    
    9.2
    %
    
    
    19.7
    
    
    
    27.9
    %
    
    
    20.3
    
    
    
    3.0
    %Teleservices
    
    
    7.8
    
    
    
    4.0
    %
    
    
    8.6
    
    
    
    10.3
    %
    
    
    8.4
    
    
    
    (2.3
    %)Ground Transportation
    
    
    13.7
    
    
    
    33.0
    %
    
    
    16.5
    
    
    
    20.4
    %
    
    
    16.6
    
    
    
    0.6
    %Other Services
    
    
    41.0
    
    
    
    75.2
    %
    
    
    50.8
    
    
    
    23.9
    %
    
    
    52.6
    
    
    
    3.5
    %Total
    
    
    744.5
    
    
    
    32.6
    %
    
    
    904.3
    
    
    
    21.5
    %
    
    
    941.9
    
    
    
    4.2
    %
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos. Operating Costs
   78




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##### Table of Contents



Operating Costs
 Year ended December 31,2007
    
    
    2008
    
    
    2009(millions of pesos)Amount(1)
    
    
    Amount(2)
    
    
    % Change
    
    
    Amount(2)
    
    
    % ChangeOperating Costs:Cost of services:Employee costs
    
    
    239.6
    
    
    
    276.6
    
    
    
    15.4
    %
    
    
    261.5
    
    
    
    (5.5
    %)Maintenance
    
    
    118.3
    
    
    
    146.1
    
    
    
    23.5
    %
    
    
    138.0
    
    
    
    (5.5
    %)Safety, security and
insurance
    
    
    107.4
    
    
    
    111.3
    
    
    
    3.6
    %
    
    
    109.2
    
    
    
    (1.9
    %)Utilities
    
    
    79.1
    
    
    
    98.0
    
    
    
    23.9
    %
    
    
    72.3
    
    
    
    (26.2
    %)Other
    
    
    199.2
    
    
    
    178.1
    
    
    
    (10.6
    %)
    
    
    207.6
    
    
    
    16.6
    %Total cost of services
    
    
    743.6
    
    
    
    810.1
    
    
    
    8.9
    %
    
    
    788.6
    
    
    
    (2.7
    %)General and administrative expenses
    
    
    104.1
    
    
    
    114.1
    
    
    
    9.6
    %
    
    
    121.7
    
    
    
    6.7
    %Technical assistance fee
    
    
    91.9
    
    
    
    104.5
    
    
    
    13.7
    %
    
    
    103.5
    
    
    
    (1.0
    %)Government concession fee
    
    
    139.3
    
    
    
    154.8
    
    
    
    11.1
    %
    
    
    150.6
    
    
    
    (2.7
    %)Depreciation and amortization:Depreciation(3)
    
    
    288.0
    
    
    
    379.2
    
    
    
    31.7
    %
    
    
    412.7
    
    
    
    8.8
    %Amortization(4)
    
    
    252.8
    
    
    
    222.3
    
    
    
    (12.1
    %)
    
    
    216.8
    
    
    
    (2.5
    %)Total depreciation and amortization
    
    
    540.8
    
    
    
    601.5
    
    
    
    11.2
    %
    
    
    629.5
    
    
    
    4.7
    %Total operating costs
    
    
    1,619.7
    
    
    
    1,785.0
    
    
    
    10.2
    %
    
    
    1,793.9
    
    
    
    0.5
    %Other Information:Total workload units(5)
    
    
    16,654.2
    
    
    
    18,208.4
    
    
    
    9.3
    %
    
    
    15,993.4
    
    
    
    (12.2
    )Cost of services per workload unit(6)
    
    
    44.6
    
    
    
    44.5
    
    
    
    (0.2
    %)
    
    
    49.3
    
    
    
    10.8
    %Cost of services margin(7)
    
    
    26.7
    %
    
    
    25.6
    %
    
    
    (4.1
    %)
    
    
    24.9
    %
    
    
    (2.7
    %)
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.(3)
    
    Reflects depreciation of fixed assets.(4)
    
    Reflects amortization of our concessions and recovered long-term leases (long-term
third-party leases granted by our predecessor to operate commercial areas in our airports).(5)
    
    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.(6)
    
    Cost of services per workload unit are expressed in pesos (not millions of pesos).(7)
    
    Cost of services divided by total revenues, expressed as a percentage. Cost of Services
  Technical Assistance Fee and Government Concession Fee
    79




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##### Table of Contents



Depreciation and Amortization
  Employee Statutory Profit Sharing
   Taxation
 Impuesto Empresarial a Tasa Única
 Indice Nacional de
Precios al Consumidor
  80




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##### Table of Contents



Tax Provisions
 Year ended December 31,2007(1)
    
    
    2008(2)
    
    
    2009(2)(millions of pesos)Current Income
Tax
    
    
    64.6
    
    
    
    408.5
    
    
    
    88.2Deferred Income
Tax
    
    
    230.9
    
    
    
    (59.0
    )
    
    
    232.1Cancellation of
Income Tax
Provision from
Prior Periods
    
    
    (150.0
    )Total Income
Tax
    
    
    145.5
    
    
    
    349.6
    
    
    
    320.3Current IETU
Tax
    
    
    
    
    
    
    78.2
    
    
    
    126.1Deferred IETU
Tax
    
    
    
    
    
    
    10.9
    
    
    
    37.6Establishment of
Deferred IETU Tax
Provision
    
    
    489.1Total IETU
Tax
    
    
    489.1
    
    
    
    89.1
    
    
    
    163.7Current Asset
Tax
    
    
    81.9
    
    
    
    60.1
    
    
    
    60.7Recoverable Asset
Tax
    
    
    (60.0
    )Total Asset
Tax
    
    
    21.9
    
    
    
    60.1
    
    
    
    60.7Total tax
provisions
    
    
    656.6
    
    
    
    498.7
    
    
    
    544.7
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.  81




---



##### Table of Contents



Effects of Devaluation and Inflation
  
    
    the percentage that the Mexican peso depreciated or appreciated against the U.S.
dollar;
    
    the Mexican inflation rate;
    
    the U.S. inflation rate; and
    
    the percentage that the Mexican gross domestic product, or GDP, changed as compared
to the previous period.
 Year ended December 31,2007
    
    
    2008
    
    
    2009Depreciation (appreciation) of the Mexican Peso as
compared to the U.S. dollar(1)
    
    
    0.96
    %
    
    
    26.7
    %
    
    
    (5.5
    %)Mexican inflation rate(2)
    
    
    3.8
    %
    
    
    6.5
    %
    
    
    3.6
    %U.S. inflation rate(3)
    
    
    4.1
    %
    
    
    0.1
    %
    
    
    2.7
    %Increase in Mexican gross domestic product(4)
    
    
    3.3
    %
    
    
    1.3
    %
    
    
    (6.5
    %)
 
 (1)
    
    Based on changes in the rates for calculating foreign exchange liabilities, as reported by
Banco de Mexico, the Mexican Central Bank, at the end of each period, which were as follows:
Ps. 10.9157 per U.S. dollar as of December 31, 2007, Ps. 13.8325 per U.S. dollar as of
December 31, 2008 and Ps. 13.0659 per U.S. dollar as of December 31, 2009.(2)
    
    Based on changes in the Mexican consumer price index from the previous period, as reported by
the Banco de Mexico. The Mexican consumer price index at year end was 125.564 in 2007,
133.761 in 2008 and 138.541 in 2009.(3)
    
    As reported by the U.S. Department of Labor, Bureau of Statistics.(4)
    
    In real terms, as reported by the Mexican National Statistical, Geographic and Information
Institute (INEGI) as of February 22, 2009.  82




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##### Table of Contents




    
    Depreciation and amortization expense.Until December 31, 2007, we restated our
non-monetary assets to give effect to inflation. The restatement of these assets in
periods of high inflation increased the carrying value of these assets in pesos, which
in turn increased the related depreciation expense and risk of impairments. In 2008, we
ceased recognizing the effects of inflation, and accordingly, the carrying value of the
assets no longer increased; however, depreciation expense related to those restated
assets was still being recognized during 2008 and will continue to be recognized going
forward. Our airport concessions are being amortized on a straight-line basis over the
life of the concession.
    
    Passenger charges.Passenger charges for international passengers are currently
denominated in dollars, while passenger charges for domestic passengers are denominated
in pesos. Therefore, our passenger charges, which are stated herein in pesos, will be
affected by a depreciation or appreciation in the value of the peso as compared to the
dollar.
    
    Comprehensive financing result.As required by Mexican FRS, our comprehensive
financing reflects gains or losses from foreign exchange, gains or losses from monetary
position (until January 1, 2008) and gains and losses from interest earned or expensed.
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
paid in Mexican pesos based on the average exchange rate for the month prior to each
flight. We generally collect passenger charges from airlines 60-115 days 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. 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.
   83




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##### Table of Contents



Operating Results by Airport
  Operating Results
 Year Ended December 31,2007(1)
    
    
    2008(2)
    
    
    2009(2)Airport
    
    
    
    
    
    
    Airport
    
    
    
    
    
    
    AirportOperating
    
    
    Per Workload
    
    
    Operating
    
    
    Per Workload
    
    
    Operating
    
    
    Per WorkloadResults
    
    
    Unit(3)
    
    
    Results
    
    
    Unit(3)
    
    
    Results
    
    
    Unit(3)(millions of pesos)
    
    
    (pesos)
    
    
    (millions of pesos)
    
    
    (pesos)
    
    
    (millions of pesos)
    
    
    (pesos)Cancún(4):Revenues before solidarity agreement:Aeronautical services
    
    
    1,370.4
    
    
    
    119.1
    
    
    
    1,551.8
    
    
    
    120.9
    
    
    
    1,495.2
    
    
    
    131.7Non-aeronautical services
    
    
    737.7
    
    
    
    64.1
    
    
    
    898.1
    
    
    
    70.0
    
    
    
    926.6
    
    
    
    81.6Total revenues before solidarity
agreement
    
    
    2,108.1
    
    
    
    183.2
    
    
    
    2,449.9
    
    
    
    190.9
    
    
    
    2,421.8
    
    
    
    213.3Expenses before solidarity agreement
    
    
    (1,063.3
    )
    
    
    (92.4
    )
    
    
    (1,965.3
    )
    
    
    (153.1
    )
    
    
    (1,271.3
    )
    
    
    (112.0
    )Net operating income before
solidarity agreement
    
    
    1,044.8
    
    
    
    90.8
    
    
    
    484.6
    
    
    
    37.8
    
    
    
    1,150.5
    
    
    
    101.3Solidarity agreement revenues
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Solidarity agreement expenses
    
    
    (377.5
    )
    
    
    (32.8
    )
    
    
    (128.4
    )
    
    
    (10.0
    )
    
    
    (117.4
    )
    
    
    (10.3
    )Net operating income after
solidarity agreement
    
    
    667.3
    
    
    
    58.0
    
    
    
    356.2
    
    
    
    27.8
    
    
    
    1,033.1
    
    
    
    91.0Mérida:Revenues before solidarity agreement:Aeronautical services
    
    
    124.5
    
    
    
    88.3
    
    
    
    127.6
    
    
    
    89.0
    
    
    
    132.8
    
    
    
    107.7Non-aeronautical services
    
    
    47.6
    
    
    
    33.8
    
    
    
    51.0
    
    
    
    35.6
    
    
    
    49.3
    
    
    
    40.0Other (5)
    
    
    0.0
    
    
    
    0.0
    
    
    
    1.8
    
    
    
    1.3
    
    
    
    4.7
    
    
    
    3.8Total revenues before solidarity
agreement
    
    
    172.1
    
    
    
    122.1
    
    
    
    180.4
    
    
    
    125.9
    
    
    
    186.8
    
    
    
    151.5Expenses before solidarity agreement
    
    
    (131.0
    )
    
    
    (92.9
    )
    
    
    (167.8
    )
    
    
    (117.2
    )
    
    
    (151.6
    )
    
    
    (123.0
    )Net operating income before
solidarity agreement
    
    
    41.1
    
    
    
    29.2
    
    
    
    12.6
    
    
    
    8.7
    
    
    
    35.2
    
    
    
    28.5Solidarity agreement revenues
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Solidarity agreement expenses
    
    
    (18.3
    )
    
    
    (13.0
    )
    
    
    (10.1
    )
    
    
    (7.0
    )
    
    
    (9.3
    )
    
    
    (7.5
    )Net operating income after
solidarity agreement
    
    
    22.8
    
    
    
    16.2
    
    
    
    2.5
    
    
    
    1.7
    
    
    
    25.9
    
    
    
    21.0Villahermosa:Revenues before solidarity agreement:Aeronautical services
    
    
    91.0
    
    
    
    103.0
    
    
    
    106.5
    
    
    
    106.9
    
    
    
    88.3
    
    
    
    110.7Non-aeronautical services
    
    
    27.5
    
    
    
    31.1
    
    
    
    33.4
    
    
    
    33.5
    
    
    
    31.0
    
    
    
    38.8Total revenues before solidarity
agreement
    
    
    118.5
    
    
    
    134.1
    
    
    
    139.9
    
    
    
    140.4
    
    
    
    119.3
    
    
    
    149.5Expenses before solidarity agreement
    
    
    (88.0
    )
    
    
    (99.6
    )
    
    
    (105.2
    )
    
    
    (105.6
    )
    
    
    (101.7
    )
    
    
    (127.4
    )Net operating income before
solidarity agreement
    
    
    30.5
    
    
    
    34.5
    
    
    
    34.7
    
    
    
    34.8
    
    
    
    17.6
    
    
    
    22.1Solidarity agreement revenues
    
    
    12.2
    
    
    
    13.8
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0
    
    
    
    0.0Solidarity agreement expenses
    
    
    0.0
    
    
    
    0.0
    
    
    
    (7.1
    )
    
    
    (7.1
    )
    
    
    (6.6
    )
    
    
    (8.3
    )Net operating income after
solidarity agreement
    
    
    42.7
    
    
    
    48.3
    
    
    
    27.6
    
    
    
    27.7
    
    
    
    11.0
    
    
    
    13.8
  84




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##### Table of Contents



Year Ended December 31,2007(1)
    
    
    2008(2)
    
    
    2009(2)Airport
    
    
    
    
    
    
    Airport
    
    
    
    
    
    
    AirportOperating
    
    
    Per Workload
    
    
    Operating
    
    
    Per Workload
    
    
    Operating
    
    
    Per WorkloadResults
    
    
    Unit(3)
    
    
    Results
    
    
    Unit(3)
    
    
    Results
    
    
    Unit(3)(millions of pesos)
    
    
    (pesos)
    
    
    (millions of pesos)
    
    
    (pesos)
    
    
    (millions of pesos)
    
    
    (pesos)Other Airports:(6)Revenues before solidarity agreement:Aeronautical services
    
    
    305.1
    
    
    
    106.9
    
    
    
    316.0
    
    
    
    107.2
    
    
    
    326.3
    
    
    
    125.2Non-aeronautical services
    
    
    82.1
    
    
    
    28.8
    
    
    
    84.3
    
    
    
    28.6
    
    
    
    81.7
    
    
    
    31.3Other(5)
    
    
    0.0
    
    
    
    0.0
    
    
    
    3.4
    
    
    
    1.2
    
    
    
    5.5
    
    
    
    2.1Total revenues before solidarity
agreement
    
    
    387.2
    
    
    
    135.7
    
    
    
    403.7
    
    
    
    136.9
    
    
    
    413.5
    
    
    
    158.6Expenses before solidarity agreement
    
    
    (345.9
    )
    
    
    (121.2
    )
    
    
    (410.0
    )
    
    
    (139.1
    )
    
    
    (400.8
    )
    
    
    (153.8
    )Net operating income before
solidarity agreement
    
    
    41.3
    
    
    
    14.5
    
    
    
    (6.3
    )
    
    
    (2.1
    )
    
    
    12.7
    
    
    
    4.8Solidarity agreement revenues
    
    
    155.0
    
    
    
    54.3
    
    
    
    11.5
    
    
    
    3.9
    
    
    
    72.4
    
    
    
    27.8Solidarity agreement expenses
    
    
    (30.2
    )
    
    
    (10.6
    )
    
    
    (16.5
    )
    
    
    (5.6
    )
    
    
    (15.5
    )
    
    
    (5.9
    )Net operating (loss) income after
solidarity agreement
    
    
    166.1
    
    
    
    58.2
    
    
    
    (11.3
    )
    
    
    (3.8
    )
    
    
    69.6
    
    
    
    26.7Holding & Service Companies:(7)Revenues before solidarity agreement:Other(5)
    
    
    238.2
    
    
    
    N.A.
    
    
    
    1,398.1
    
    
    
    N.A.
    
    
    
    653.1
    
    
    
    N.A.Total revenues before solidarity
agreement
    
    
    238.2
    
    
    
    N.A.
    
    
    
    1,398.1
    
    
    
    N.A.
    
    
    
    653.1
    
    
    
    N.A.Expenses before solidarity agreement
    
    
    (229.6
    )
    
    
    N.A.
    
    
    
    (540.0
    )
    
    
    N.A.
    
    
    
    (531.8
    )
    
    
    N.A.Net operating income before
solidarity agreement
    
    
    8.6
    
    
    
    N.A.
    
    
    
    858.1
    
    
    
    N.A.
    
    
    
    121.3
    
    
    
    N.A.Solidarity agreement revenues
    
    
    425.9
    
    
    
    N.A.
    
    
    
    162.1
    
    
    
    N.A.
    
    
    
    148.8
    
    
    
    N.A.Solidarity agreement expenses
    
    
    (167.2
    )
    
    
    N.A.
    
    
    
    (11.5
    )
    
    
    N.A.
    
    
    
    (72.4
    )
    
    
    N.A.Net operating income after
solidarity agreement
    
    
    267.3
    
    
    
    N.A.
    
    
    
    1,008.7
    
    
    
    N.A.
    
    
    
    197.7
    
    
    
    N.A.Consolidation Adjustment(8):Total Revenues
    
    
    (831.4
    )
    
    
    N.A.
    
    
    
    (1,576.9
    )
    
    
    N.A.
    
    
    
    (884.5
    )
    
    
    N.A.Expenses
    
    
    (831.4
    )
    
    
    N.A.
    
    
    
    (1,576.9
    )
    
    
    N.A.
    
    
    
    (884.5
    )
    
    
    N.A.Total:Revenues:Aeronautical services
    
    
    1,891.0
    
    
    
    113.5
    
    
    
    2,101.9
    
    
    
    115.4
    
    
    
    2,042.6
    
    
    
    127.7Non-aeronautical services
    
    
    894.9
    
    
    
    53.7
    
    
    
    1,066.8
    
    
    
    58.6
    
    
    
    1,088.6
    
    
    
    68.1Total revenues
    
    
    2,785.9
    
    
    
    167.3
    
    
    
    3,168.7
    
    
    
    174.0
    
    
    
    3,131.2
    
    
    
    195.8Expenses
    
    
    (1,619.7
    )
    
    
    (97.3
    )
    
    
    (1,785.0
    )
    
    
    (98.0
    )
    
    
    (1,793.9
    )
    
    
    (112.2
    )Net operating income
    
    
    1,166.2
    
    
    
    70.0
    
    
    
    1,383.7
    
    
    
    76.0
    
    
    
    1,337.3
    
    
    
    83.6
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.  85




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(3)
    
    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)
    
    Reflects the results of operations of our Cancun airport and two Cancun airport
services subsidiaries on a consolidated basis.(5)
    
    Reflects revenues under intercompany agreements (other than the solidarity
agreement) which are eliminated in the consolidation adjustment.(6)
    
    Reflects the results of operations of our airports located in Veracruz,
Minatitlán, Oaxaca, Huatulco, Tapachula and Cozumel.(7)
    
    Reflects the results of operations of our parent holding company and our
services subsidiaries. Because none of these entities hold the concessions for our
airports, we do not report workload unit data for these entities.(8)
    
    The consolidation adjustment affects our consolidated net income by eliminating
both revenues and expenses from intercompany transactions from all segments. The
consolidation adjustment does not affect net income.   86




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Summary Historical Results of Operations
  Consolidated Operating Results
 Year Ended December 31,2007(1)
    
    
    2008(2)
    
    
    2009(2)(thousands of nominal pesos)Revenues:Aeronautical services
    
    Ps.
    1,890,950
    
    
    Ps.
    2,101,879
    
    
    Ps.
    2,042,647Non-aeronautical services
    
    
    894,941
    
    
    
    1,066,828
    
    
    
    1,088,537Total revenues
    
    
    2,785,891
    
    
    
    3,168,707
    
    
    
    3,131,184Operating Expenses:Cost of services
    
    
    (743,642
    )
    
    
    (810,101
    )
    
    
    (788,562
    )General and administrative expenses
    
    
    (104,019
    )
    
    
    (114,159
    )
    
    
    (121,708
    )Technical assistance fee(3)
    
    
    (91,945
    )
    
    
    (104,485
    )
    
    
    (103,518
    )Government concession fee(4)
    
    
    (139,294
    )
    
    
    (154,752
    )
    
    
    (150,559
    )Depreciation and amortization
    
    
    (540,821
    )
    
    
    (601,513
    )
    
    
    (629,507
    )Total operating expenses
    
    
    (1,619,721
    )
    
    
    (1,785,010
    )
    
    
    (1,793,854
    )Net operating income
    
    
    1,166,170
    
    
    
    1,383,697
    
    
    
    1,337,330Comprehensive Financing Result:Interest income, net
    
    
    106,482
    
    
    
    137,454
    
    
    
    43,841Exchange gains (losses), net
    
    
    1,612
    
    
    
    36,818
    
    
    
    (21,122
    )Loss from valuation effects on
derivative instruments
    
    
    
    
    
    
    
    
    
    
    (2,563
    )Loss from monetary position
    
    
    (92,950
    )
    
    
    
    
    
    
    Net comprehensive financing income
    
    
    15,144
    
    
    
    174,272
    
    
    
    20,156Non ordinary items(5)
    
    
    (2,385
    )
    
    
    (9,734
    )
    
    
    (15,384
    )Income before taxes
    
    
    1,178,929
    
    
    
    1,548,235
    
    
    
    1,342,102Provisions for taxes
    
    
    (656,568
    )
    
    
    (498,766
    )
    
    
    (544,692
    )Net income
    
    
    522,361
    
    
    
    1,049,469
    
    
    
    797,410Other Operating Data (Unaudited):Operating margin(6)
    
    
    41.9
    %
    
    
    43.7
    %
    
    
    42.7
    %Net margin(7)
    
    
    18.8
    %
    
    
    33.1
    %
    
    
    25.5
    %
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos.(3)
    
    We are required to pay ITA a technical assistance fee based on the technical assistance
agreement. This fee is described in Operating Costs -Technical Assistance Fee and
Government Concession Fee.(4)
    
    Each of our subsidiary concession holders is required to pay a concession fee to the Mexican
government under the Mexican Federal Duties Law. The concession fee is currently 5% of each
concession holders gross annual revenues from the use of public domain assets pursuant to the
terms of its concession. This fee is described in Operating Costs -Technical Assistance Fee
and Government Concession Fee.(5)
    
    Non-ordinary items refers to restructuring and contract termination fees and loss on natural
disasters.(6)
    
    Operating income divided by total revenues, expressed as a percentage.(7)
    
    Net income divided by total revenues, expressed as a percentage.  87




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Results of operations for the year ended December 31, 2009 compared to the year ended December 31, 2008
 Revenues
      88




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Revenues by Airport
       89




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Operating Expenses
      Operating Expenses by Airport
   90




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Operating Income
  Operating Income by Airport
    91




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Comprehensive Financing Result
  Income Taxes, Asset Tax and deferred flat rate business tax
      92




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Net Income
  Results of operations for the year ended December 31, 2008 compared to the year ended December 31, 2007
 Revenues
     93




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Revenues by Airport
     94




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Operating Expenses
       95




---



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Operating Expenses by Airport
      Operating Income
  Operating Income by Airport
   96




---



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Comprehensive Financing Result
  Income Taxes, Asset Tax and IETU
   97




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Net Income
  Liquidity and Capital Resources
 Sources of Liquidity
   98




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Cash Flows
    Indebtedness
 Tasa de Interes
Intercambiaria de Equilibrio
   Counterparty
    
    Fair Value(1)(2)
    
    
    Nominal Amount(1)
    
    
    Expiration
    
    
    Fixed RateBanco Santander, S.A.
    
    Ps.
    1.11
    
    
    Ps.
    250.00
    
    
    14-May-12
    
    
    6.37
    %BBVA Bancomer, S.A.
    
    
    1.20
    
    
    
    250.00
    
    
    21-May-12
    
    
    6.33
    %BBVA Bancomer, S.A.
    
    
    .26
    
    
    
    100.00
    
    
    25-May-12
    
    
    6.21
    %2.56
    
    
    
    600.00
 
 (1)
    
    Millions of pesos(2)
    
    As of December 31, 2009  99




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Capital Expenditures
    Capital Expenditures
 Year ended December 31,
    
    (thousands of pesos)2007
    
    
    665,160
    (1)2008
    
    
    935,772
    (2)2009
    
    
    676,665
    (2)
 
 (1)
    
    Expressed in constant pesos as of December 31, 2007.(2)
    
    Expressed in nominal pesos.  Critical Accounting Policies
   100




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Revenue Recognition
      Allowance for Doubtful Accounts
   101




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Valuation of Rights to Use Airport Facilities and Airport Concessions
  Deferred Income Tax, Employees Statutory Profit Sharing, IETU, Asset Tax and Dividend Tax
   102




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Contingent Liabilities
  Recently Issued Accounting Standards
 Consejo Mexicano para la Investigación y Desarollo de Normas de Información
Financiera
 
    
    MFRS B-5 Financial Information by Segments. This new standard establishes the general
standards for disclosure of financial information by segments, and it allows the user of
such information to analyze the entity from the same perspective as management and allows
presentation of information by segments consistent with the financial statements. This
standard supersedes Statement B-5 Financial Information by Segment, which will be effective
until December 31, 2010.
 
    
    MFRS B-9 Financial Information at Interim Dates. This new standard establishes
standards for determination and submission of financial information at interim dates for
external use and where required, submissions of the statements of changes in stockholders
equity and of cash flows, which statements are not required by Statement B-9 Financial
Information at interim dates, effective until December 31, 2010.
 
    
    MFRS C-1 Cash and cash equivalents. This new standard establishes standards for
accounting treatment and disclosure of cash, restricted cash and available for sale
investments. It also introduces new terminology to make it consistent with other MFRS
previously issued. This standard supersedes Statement C-1, Cash without effect, which was
effective up to December 31, 2009.
  103




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
    
    MFRS 17 Service concession contracts. This new standard eliminates the inconsistency
between MFRS D-6 Capitalization of the comprehensive financial result and Statement D-7
Contracts for construction and manufacturing of certain equity goods,
concerning the accounting treatment of the comprehensive financial result in the event of
recognition of an intangible asset during the construction phase for service concession
contracts.
   Differences between Mexican FRS and U.S. GAAP
   Off-balance sheet arrangements
   104




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Tabular disclosure of contractual obligations
  Payments due by period(millions of nominal pesos)Less than 1
    
    
    
    
    
    
    
    
    
    
    More than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    yearsMaster Development Plans(1)
    
    Ps.
    7,231.9
    
    
    Ps.
    1,574.6
    
    
    Ps.
    2,218.7
    
    
    Ps.
    1,241.5
    
    
    Ps.
    2,197.1Technical Assistance Agreement(2)
    
    
    272.8
    
    
    
    136.8
    
    
    
    68.0
    
    
    
    68.0
    
    
    
    Bank Loans
    
    
    545.5
    
    
    
    218.2
    
    
    
    327.3Operating Lease
    
    
    16.8
    
    
    
    3.1
    
    
    
    6.2
    
    
    
    6.2
    
    
    
    1.3Concession Fees(3)Total
    
    Ps.
    8,067.0
    
    
    Ps.
    1,932.7
    
    
    Ps.
    2,620.2
    
    
    Ps.
    1,315.7
    
    
    Ps.
    2,198.4
 
 (1)
    
    As of December 31, 2009, based on the Mexican Construction Price Index. The master
development plans, which contain the investment commitments for our airports have been
approved for each year through December 31, 2013. The plans also contain indicative
investments for calendar years 2014 through 2023, but these amounts are not binding on us.(2)
    
    Reflects fixed minimum amount due under the Technical Assistance Agreement. Actual amount to
be paid in any year may be higher because technical assistance fees are calculated as the
greater of a fixed dollar amount (subject to certain adjustments) and 5% of our annual
consolidated earnings before comprehensive financing cost, income taxes and depreciation and
amortization (determined in accordance with Mexican FRS and calculated prior to deducting the
technical assistance fee).(3)
    
    Actual amount to be paid in any year is calculated as the greater of U.S.$2.0 million
adjusted annually for inflation against the U.S. consumer price index, or 5% of gross annual
revenues. 
 Item 6. Directors, Senior Management and Employees
 Directors
    105




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Name
    
    Title
    
    Director SinceFernando Chico Pardo(1)
    
    Director and Chairman
(also Chief Executive Officer)
    
    April 28, 2005Ricardo Guajardo Touché(3)
    
    Director
    
    February 28, 2001Francisco Garza Zambrano(3)
    
    Director
    
    February 28, 2001Guillermo Ortiz Martínez(3)
    
    Director
    
    April 26, 2010Roberto Servitje Sendra(3)
    
    Director
    
    April 25, 2008Luis Chico Pardo
    
    Director
    
    April 25, 2008Rasmus Christiansen(2)
    
    Director
    
    April 27, 2007
 
 (1)
    
    Elected by ITA as holder of Series BB shares, with Federico Chávez Peón Mijares as
Alternate.(2)
    
    Elected by ITA as holder of Series BB shares, with Mikael Sjørslev as Alternate.(3)
    
    Independent Director. Fernando Chico Pardo.
 Ricardo Guajardo Touché.
 Francisco Garza Zambrano
  106




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Guillermo Ortiz Martínez.
 Roberto Servitje Sendra.
 Luis Chico Pardo.
 Rasmus Christiansen
 Senior Management
   107




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##### Table of Contents



Name
    
    Principal Occupation
    
    Executive Officer sinceFernando Chico Pardo*
    
    Chief Executive Officer
    
    January 19, 2007Adolfo Castro Rivas*
    
    Director of Finance (Chief Financial Officer)
    
    January 24, 2000Carlos Trueba Coll
    
    Director of Cancún Airport
    
    March 1, 2010Hector Navarrete Muñoz
    
    Regional Director of Operations
    
    January 15, 2003Claudio Gongora Morales
    
    General Counsel
    
    April 19, 1999Manuel Gutierrez Sola
    
    Chief Commercial Officer
    
    August 7, 2003Agustín Arrelano Rodríguez
    
    Director of Infrastructure and Regulation
    
    February 1, 2010
 
 *
    
    Appointed by ITA, as holder of Series BB shares. Fernando Chico Pardo.
 Adolfo Castro Rivas.
 Carlos Trueba Coll.
 Hector Navarrete Muñoz.
 Claudio Gongora Morales.
  108




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Manuel Gutierrez Sola.
 Agustín Arellano Rodríguez.
 Share Ownership of Directors and Senior Management
  Compensation of Directors and Senior Management
   Committees
    109




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110




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Employees
  As of December 31,
    
    
    As of December 31,
    
    
    As of December 31,2007
    
    
    2008
    
    
    2009Administrative
Employees(1)Servicios Aeroportuarios
del Sureste, S.A. de C.V.
    
    
    84
    
    
    
    73
    
    
    
    122Cancún Airport
    
    
    210
    
    
    
    213
    
    
    
    158Cozumel Airport
    
    
    21
    
    
    
    25
    
    
    
    25Huatulco Airport
    
    
    19
    
    
    
    19
    
    
    
    20Mérida Airport
    
    
    47
    
    
    
    48
    
    
    
    48Minatitlán Airport
    
    
    19
    
    
    
    19
    
    
    
    19Oaxaca Airport
    
    
    24
    
    
    
    23
    
    
    
    21Tapachula Airport
    
    
    23
    
    
    
    24
    
    
    
    23Veracruz Airport
    
    
    26
    
    
    
    27
    
    
    
    27Villahermosa Airport
    
    
    24
    
    
    
    28
    
    
    
    28Total Administrative
Employees
    
    
    497
    
    
    
    499
    
    
    
    491Unionized Employees(2)Cancún Airport
    
    
    122
    
    
    
    121
    
    
    
    120Cozumel Airport
    
    
    25
    
    
    
    35
    
    
    
    36Huatulco Airport
    
    
    19
    
    
    
    19
    
    
    
    20Mérida Airport
    
    
    45
    
    
    
    45
    
    
    
    45Minatitlán Airport
    
    
    16
    
    
    
    16
    
    
    
    16Oaxaca Airport
    
    
    21
    
    
    
    22
    
    
    
    22Tapachula Airport
    
    
    16
    
    
    
    24
    
    
    
    24Veracruz Airport
    
    
    27
    
    
    
    27
    
    
    
    27Villahermosa Airport
    
    
    29
    
    
    
    29
    
    
    
    29Total Union Employees
    
    
    320
    
    
    
    338
    
    
    
    339
 
 (1)
    
    In April 2008, we transferred all of the non-unionized administrative employees employed by our
airport operating subsidiaries to Servicios Aeroportuarios del Sureste, S.A. de C.V., a
wholly-owned subsidiary.(2)
    
    In April 2008, we transferred all of our unionized personnel from our airport operating
subsidiaries to RH Asur, S.A. de C.V., a wholly-owned subsidiary.  111




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Item 7. Major Shareholders and Related Party Transactions
 
 MAJOR SHAREHOLDERS
 Tender Offer by Fernando Chico Pardo
    112




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Capital Stock Structure
  Percentage of totalNumber of Shares
    
    
    share capitalIdentity of stockholder
    
    B Shares
    
    
    BB Shares
    
    
    B Shares(3)
    
    
    BB SharesAgrupación Aeroportuaria Internacional II, S.A.
de C.V.(2)(6)
    
    
    54,124,587
    
    
    
    
    
    
    
    18.04
    %
    
    
    ITA, through Bancomext(1) (2)(3)(4)(7)
    
    
    
    
    
    
    22,950,000
    
    
    
    
    
    
    
    7.65
    %Servicios de Estrategia Patrimonial, S.A. de
C.V.(1)(2)(4)(5)
    
    
    22,050,000
    
    
    
    
    
    
    
    7.35
    %
    
    
    Macquarie Airports,through JMEX
B.V.(7)(8)(9)
    
    
    24,132,810
    
    
    
    
    
    
    
    8.04
    %
    
    
    The Bank of Nova Scotia(7)(9)
    
    
    23,841,418
    
    
    
    
    
    
    
    7.95
    %
    
    
    Aberdeen Asset Management(10)
    
    
    75,673,260
    
    
    
    
    
    
    
    25.22
    %
    
    
    Other Public
    
    
    77,227,925
    
    
    
    
    
    
    
    25.74
    %
    
    
    
 
 (1)
    
    Pursuant to the Share Registry Book of ASUR, the shareholders that formally appear registered
as such are (a) Indeval, as depositary of 255,000,000 Series B shares, (b) Bancomext, as
holder of 22,050,000 Series B shares, and (c) Bancomext, as holder of 22,950,000 Series BB
shares.(2)
    
    Our CEO Fernando Chico Pardo owns, directly or indirectly, (a) 51% of ITA, (b) 100% of
Servicios de Estrategia Patrimonial, S.A. de C.V. (formerly known as, Agrupación Aeroportuaria
Internacional, S.A. de C.V.), and (c) 100% of Agrupación Aeroportuaria Internacional II, S.A.
de C.V.(3)
    
    Copenhagen Airports owns 49% of the capital stock of ITA.(4)
    
    On June 18, 2007, Bancomext, as trustee of the trust created under Trust Agreement dated
December 18, 1998 and holder of 45,000,000 Series BB shares, informed ASUR of its decision to
convert 22,050,000 Series BB shares into 22,050,000 Series B shares.(5)
    
    On July 25, 2007, ITA, as beneficiary of the trust created under Trust Agreement dated
December 18, 1998 and holder of 45,000,000 Series BB shares, instructed Bancomext to release
from the trust and physically deliver to Agrupación Aeroportuaria Internacional, S.A. de C.V.
(following a name change, now known as Servicios de Estrategia Patrimonial, S.A. de C.V.)
22,050,000 Series B shares.(6)
    
    Based on information contained in public reports, from June 2, 2008 until July 3, 2008,
Agrupación Aeroportuaria Internacional II, S.A. de C.V., a company indirectly controlled and
owned by Fernando Chico Pardo purchased 2,973,052 Series B shares, which represent 0.99% of
our outstanding capital stock.(7)
    
    Macquairie Airports indirectly holds 53.7% of the equity of Copenhagen Airports.(8)
    
    On August 19, 2008, Macquairie Airports disclosed that its subsidiary JMEX B.V. had acquired
15,519,950 Series B Shares, which represent 5.17% of ASURs outstanding capital stock,
consisting of 2,914,900 Series B shares and 1,010,645 ADSs (representing an aggregate of
10,106,450 Series B shares) that were acquired pursuant to a non-discretionary stock
purchase program and 92,600 Series B shares and 240,600 ADSs (representing an aggregate of
2,406,000 Series B shares) that were acquired in open market transactions. To our
knowledge, and based on information contained in public reports, from August 19, 2008 until
December 22, 2008, Macquairie Airports acquired through its subsidiary JMEX B.V. an additional
8,612,860 Series B shares which represent 2.87% of our outstanding capital stock, consisting
of 632,000 Series B shares and 798,176 ADSs (representing an aggregate of 7,981,760 Series
B shares).(9)
    
    On August 19, 2008, Macquairie Airports disclosed that it had entered into cash-settled
equity swaps with Morgan Stanley & Co. International PLC and/or Morgan Stanley Capital
Services, Inc. giving it economic exposure to 23,841,418 Series B shares, or 7.95% of our
outstanding capital stock. Effective December 22, 2008, Macquairie Airports terminated the
swaps with Morgan Stanley & Co. International plc and/or Morgan Stanley Capital Services, Inc
and entered into a new cash-settled equity swap with The Bank of Nova Scotia as counterparty.
The Nova Scotia swap represents economic exposure to 23,841,418 Series B shares, or 7.95% of
our outstanding capital stock. Based on information contained in public reports, Macquaire
Airports is not permitted to exercise any voting, investment or dispositive control in respect
of these shares.(10)
    
    Composed of 7,567,326 ADSs. Based on information contained in public reports, Aberdeen Asset
Management has the sole power to vote
or direct the vote of 6,143,538 ADSs (representing 61,435,380 Series B shares) and has the
sole power to dispose or direct the disposition of 1,423,788 ADSs (representing 14,237,880
Series B shares).  113




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ITA Trust and Shareholders Amended Agreement
      114




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RELATED PARTY TRANSACTIONS
 General
  Year Ended December 31,2008
    
    
    2009(millions of nominal pesos)Accounts Receivable:Compañía Méxicana de Aviación, S. A. de C. V.(1)
    
    Ps.
    34.3
    
    
    Ps.
    37.0Accounts Payable:Inversiones y Técnicas Aeroportuarias, S. A. de C. V.(2)
    
    
    (23.4
    )
    
    
    (23.4
    )Promecap, S. C.(1)
    
    
    (0.6
    )
    
    
    (0.5
    )Lava Tap de Chiapas, S. A. de C. V.(1)
    
    
    (0.3
    )
    
    
    (0.3
    )Telefonos de México, S. A. de C. V.(1)
    
    
    (0.1
    )
    
    
    (0.02
    )Total Accounts Payable
    
    
    (24.4
    )
    
    
    (24.4
    )Net Receivable
    
    
    9.9
    
    
    
    12.7
 
 (1)
    
    Key management personnel(2)
    
    Shareholder  Year Ended December 31,2007(1)
    
    
    2008(2)
    
    
    2009(2)(millions of pesos)Revenues from airport services
    
    Ps.
    198.8
    
    
    Ps.
    159.0
    
    
    Ps.
    133.1Technical assistance
    
    
    (91.9
    )
    
    
    (104.5
    )
    
    
    (103.5
    )Administrative services
    
    
    (5.8
    )
    
    
    (5.2
    )
    
    
    (6.4
    )Leases
    
    
    (2.5
    )
    
    
    (2.7
    )
    
    
    (3.2
    )Telephone services and network connections
    
    
    (5.7
    )
    
    
    (7.0
    )
    
    
    (3.8
    )Cleaning services
    
    
    (5.3
    )
    
    
    (10.2
    )
    
    
    (9.7
    )Investment (transport equipment)
    
    
    
    
    
    
    
    
    
    
    (6.4
    )Others
    
    
    (3.0
    )
    
    
    (4.4
    )
    
    
    (2.5
    )
 
 (1)
    
    Constant pesos as of December 31, 2007.(2)
    
    Nominal pesos. Arrangements with ITA
    115




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Arrangements with Entities Controlled by Fernando Chico Pardo
   Compensation to Directors and Officers
  
 Item 8. Financial Information
  Legal Proceedings
    116




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predial
  
 DIVIDENDS
      117




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118




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Item 9. The Offer and Listing
 Stock Price History
   Years ended
    
    U.S.$ per ADR(1)
    
    
    Pesos per Series B ShareDecember 31,
    
    Low
    
    
    High
    
    
    Low
    
    
    High2006
    
    
    28.93
    
    
    
    45.16
    
    
    
    29.00
    
    
    
    49.292007
    
    
    41.07
    
    
    
    62.79
    
    
    
    54.19
    
    
    
    67.172008First Quarter
    
    
    49.35
    
    
    
    62.89
    
    
    
    53.00
    
    
    
    68.30Second Quarter
    
    
    47.42
    
    
    
    63.54
    
    
    
    49.10
    
    
    
    67.38Third Quarter
    
    
    43.57
    
    
    
    52.59
    
    
    
    45.41
    
    
    
    55.62Fourth Quarter
    
    
    24.96
    
    
    
    49.93
    
    
    
    33.75
    
    
    
    54.682009First Quarter
    
    
    24.55
    
    
    
    42.14
    
    
    
    36.11
    
    
    
    55.94Second Quarter
    
    
    27.00
    
    
    
    40.99
    
    
    
    37.96
    
    
    
    53.90Third Quarter
    
    
    35.22
    
    
    
    45.50
    
    
    
    47.69
    
    
    
    59.40Fourth Quarter
    
    
    40.66
    
    
    
    56.27
    
    
    
    53.75
    
    
    
    75.00
  119




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U.S.$ per ADR(1)
    
    
    Pesos per Series B ShareLow
    
    
    High
    
    
    Low
    
    
    HighMonthly PricesDecember 2009
    
    
    48.92
    
    
    
    56.27
    
    
    
    63.15
    
    
    
    75.00January 2010
    
    
    48.06
    
    
    
    57.60
    
    
    
    60.99
    
    
    
    75.11February 2010
    
    
    45.94
    
    
    
    53.65
    
    
    
    59.13
    
    
    
    68.70March 2010
    
    
    49.06
    
    
    
    56.74
    
    
    
    61.72
    
    
    
    70.20April 2010
    
    
    50.44
    
    
    
    58.28
    
    
    
    63.75
    
    
    
    70.56May 2010(2)
    
    
    45.56
    
    
    
    56.23
    
    
    
    60.25
    
    
    
    68.90
 (1)
    
    10 Series B shares per ADR.(2)
    
    Through May 25, 2010.Sources: Mexican Stock Exchange and the New York Stock Exchange. 
 TRADING ON THE MEXICAN STOCK XCHANGE
      120




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Item 10. Additional Information
 Bylaws
 estatutos sociales
 Ley General de Sociedades Mercantiles
 Purposes
  
    
    to acquire shares, ownership or other interests in companies engaged in the
management, operation, including providing airport, complementary and commercial
services, construction and/or use of civil aerodromes and in accordance with the
Mexican Airport Law and its regulations, as well as to hold capital stock in companies
that provide any other type of services and to vote the shares of any such companies;
to sell, transfer or dispose of any such shares or ownership interests or other
securities allowed by law;
 
    
    to receive and to provide the services as required to carry out our corporate
purposes, including, without limitation, technical consulting services in the
industrial, administrative, accounting, marketing or finance fields, in connection with
the management, operation, construction and/or utilization of airports;
 
    
    to request and obtain concessions and permits for the management, operation,
construction and/or utilization of airports, as well as for providing any other
services necessary for the use of such airports and for carrying out any activity which
supports and is related with such purpose;
 
    
    to obtain, acquire, use, license or dispose of all types of patents, certificates of
invention, registered trademarks, trade names, copyright or rights with regard thereto,
whether in Mexico or abroad;
 
    
    to obtain all types of loans or credits, with or without specific guarantee, and to
grant loans, in each case, in the ordinary course of business of the Company;
 
    
    to grant any kind of guaranty and security on issued negotiable instruments or
obligations assumed by the Company or by companies in which the Company may hold
ownership interests, in each case, in the ordinary course of business of the Company;
  121




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
    
    to issue any unsubscribed shares of our capital stock to be kept in our treasury in
order to be delivered upon subscription thereof, as well as to execute option
agreements that grant to third parties the right to subscribe and pay for our shares;
 
    
    to hold, possess, sell, transfer, dispose of or lease any assets, or real or
personal property that may be necessary or convenient to carry out our corporate
purposes; and
 
    
    generally, to carry out and perform all actions, agreements and related, incidental
or ancillary transactions in furtherance of the above-mentioned purposes.
 Directors
     122




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Authority of the Board of Directors
  
    
    to participate in our strategic planning decisions,
 
    
    to authorize changes in our policies regarding financial structure, products, market
development and organization,
 
    
    to oversee compliance with general corporate practices, our bylaws and the minority
rights set forth thereunder,
 
    
    to call for stockholders meetings and act on their resolutions,
 
    
    to create special committees and grant them the powers and authority 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 stockholders or the board of directors,
 
    
    to determine how to vote the shares held by us in our subsidiaries,
 
    
    to appoint our chief executive officer from among the candidates proposed by the
members of the Board of Directors appointed by the Series BB shareholders, and to
appoint those officers other than those designated by the Series BB directors or the
Operating Committee, and
 
    
    to approve, upon proposal by the Operating Committee: (i) our annual budget and that
of our subsidiaries; and (ii) the master development plan and any amendments thereto
for each of the airports to be submitted to the Ministry of Communications and
Transportation.
   
    
    approval of our financial statements and those of our subsidiaries and their
submission to the stockholders meeting,
 
    
    approval of the five-year master development plans for each of the airports operated
by our subsidiaries,
 
    
    annual approval of the business plan and the investment budget,
  123




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##### Table of Contents




    
    approval of capital investments not considered in the approved annual budget for
each fiscal year,
 
    
    approval of any sale of assets having, individually or jointly, a value exceeding
the lower of (i) U.S.$5.0 million, or (ii) 5% of the consolidated assets of the
Company, but which does not exceed 20% of the consolidated assets of the Company,
 
    
    incurrence of any indebtedness, whether by means of direct loans or financial
leases, in an amount greater than the lower of (i) U.S.$5.0 million, or (ii) 5% of the
consolidated assets of the Company, but which does not exceed 20% of the consolidated
assets of the Company,
 
    
    determine the manner in which the company shall vote its shares at the shareholders
meeting of its subsidiaries, taking into consideration the proposal of the Operating
Committee,
 
    
    proposal to increase our capital or that of our subsidiaries,
 
    
    approval of any sale of shares of the capital stock of our subsidiaries,
 
    
    approval of any purchase or sale of shares or interests in any company, except for:
(a) the acquisition of shares and/or securities issued by investment companies, and (b)
the acquisition of securities through investment companies (mutual funds),
 
    
    approval or amendment of our management structure,
 
    
    creation of new committees, delegation of powers to the same and changes to the
powers of any existing committee,
 
    
    approval of our dividend policy and the application of the Companys profits and its
submission to the stockholders meeting, and
 
    
    appointment of the chief executive officer from among the candidates proposed by the
members of the board of directors appointed by the Series BB shareholders.
 Powers of Series BB Directors
  
    
    present to the board of directors the name or names of candidates for appointment as
chief executive officer,
 
    
    remove the chief executive officer,
 
    
    appoint and remove half of our executive officers,
 
    
    appoint two members of the Operating Committee and their substitutes, and at least
one member of the Acquisitions and Contracts Committee and his or her substitute, and
 
    
    determine the composition of the Operating Committee.
  124




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Our Capital Stock
  Capital Stock
 Authorized
    
    
    Issued and outstandingFixed capital stock:Series B shares
    
    
    277,050,000
    *
    
    
    277,050,000
    *Series BB shares
    
    
    22,950,000
    *
    
    
    22,950,000
    *Variable capital stock:Series B shares
    
    
    
    
    
    
    Series BB shares
    
    
    
    
    
    
    
 
 *
    
    After giving effect to the conversion by ITA of 22,050,000 Series BB shares into
22,050,000 Series B shares in June 2007.   
    
    Series B. Series B shares currently represent 92.35% of our capital. Series B
 shares may be held by any Mexican or foreign natural person, company or entity.
 
    
    Series BB. Series BB shares currently represent 7.65% of our capital. Series BB
 shares may be held by any Mexican or foreign natural person, company or entity.
  Voting Rights and Stockholders Meetings
    125




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
    
    extension of a companys duration or voluntary dissolution,
 
    
    an increase or decrease in a companys minimum fixed capital,
 
    
    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 Registry of
Securities or on any stock exchange,
 
    
    amendments to a companys bylaws, and
 
    
    any other matters for which applicable Mexican law or the bylaws specifically
require an extraordinary meeting.
     126




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##### Table of Contents



Quorums
    
    
    any amendment to our bylaws which: (i) changes or eliminates the authorities of our
committees; or (ii) changes or eliminates the rights of minority stockholders,
 
    
    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,
 
    
    early termination of the participation agreement that was entered into by ITA and
the Mexican government in connection with the Mexican governments sale of the Series
BB shares to ITA,
  127




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
    
    a merger by us with an entity the business of which is not related to the business
of us or our subsidiaries, and
 
    
    a spin-off, dissolution or liquidation of ASUR.
  
    
    the amendment of the restrictions 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
 
    
    the amendment of the provisions in our bylaws requiring that a stockholder seeking
to obtain control carry out a tender offer requires the vote of holders of 85% of our
capital stock.
 Right of Withdrawal
 ,
 Veto Rights of Holders of Series BB Shares
  
    
    approval of our financial statements,
 
    
    liquidation or dissolution,
 
    
    capital increases or decreases,
 
    
    declaration and payment of dividends,
 
    
    amendment to our bylaws,
  128




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##### Table of Contents




    
    mergers, spin-offs or share-splits,
 
    
    grant or amendment of special rights to series of shares, and
 
    
    any decision amending or nullifying a resolution validly taken by the board of
directors with respect to (i) presentation to the Board of Directors of the name or
names of the candidates for appointment as Chief Executive Officer of the Company,
(ii) removal of the Chief Executive Officer of the Company, (iii) appointment and
removal of half of the first-level management officers in accordance with the Technical
Assistance Agreement, (iv) appointment of two members of our Operating Committee and
their substitutes and at least one member of the Acquisitions and Contracts Committee
and his or her substitute, and (v) appointment of the members of the Operating
Committee whose appointment requires the consent of the holders of the Series BB
 shares.
 Dividends and Distributions
  Registration and Transfer
 valor contable unidades de inversion
  129




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##### Table of Contents




    
    Except with the prior authorization by the Ministry of Communications and
Transportation, ITA was required to retain its interest in the Series BB shares through
December 18, 2008.
 
    
    After December 18, 2008, ITA may sell in any year up to 20% of its interest in the
Series BB shares.
 
    
    If ITA owns Series BB shares that represent less than 7.65% of our capital stock
after December 18, 2013, those remaining Series BB shares must be converted into freely
transferable Series B shares.
 
    
    If ITA owns Series BB shares representing at least 7.65% of our capital stock after
December 18, 2013, those Series BB shares may be converted into Series B shares,
provided the holders of at least 51% of Series B shares (other than shares held by ITA
and any of its related persons) approve such conversion and vote against renewal of
the technical assistance agreement.
  
    
    persons that have control or significant influence in an entity that forms part of
the corporate group or consortium to which the company belongs, as well as the
directors, managers or relevant officers of the entities that form part of such group
or consortium,
 
    
    persons that have executive authority in an entity that forms part of a corporate
group or consortium to which the company belongs,
 
    
    the spouse, common-law spouse, blood or civil-law relatives up to the fourth degree
or in-laws up to the third degree, of any individuals that fall into any of the
categories described above, as well as the partners, owners and co-owners of the
entities mentioned above with whom they have a business relationship,
 
    
    entities that are part of the corporate group or consortium to which the company
belongs,
 
    
    entities over which any of the persons referred to in the first three bullets above
exercise control or significant influence,
 
    
    in the case of ASUR, ITA, and
 
    
    in the case of ITA, its stockholders and their related persons.
  130




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##### Table of Contents




    
    directly or indirectly impose decisions in general shareholders or owners meetings
or any equivalent body or appoint or remove the majority of board members or managers
of an entity,
 
    
    hold the rights that directly or indirectly allow the voting of over 50% of the
capital of an entity, or
 
    
    directly or indirectly direct the management, strategy or principal policies of an
entity, whether through the ownership of securities, under contract or otherwise.
 Stockholder Ownership Restrictions and Antitakeover Protection
 Ownership Restrictions
  
    
    subject to the tender offer procedures described below, holders of Series B shares,
either individually or together with their related persons, will have no ownership
limitation whatsoever with regard to the shares representing such series;
 
    
    Series BB shares may represent no more than 15% of our outstanding capital stock;
 
    
    subject to the tender offer procedures described below, holders of Series BB shares,
either individually or together with their related persons, may also own Series B
 shares without limitation,
  
    
    no more than 5% of our outstanding capital stock may be owned by air carriers; and
 
    
    foreign governments acting in a sovereign capacity may not directly or indirectly
own any portion of our capital stock.
   131




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##### Table of Contents



Change of Control and Tender Offer Procedures
  
    
    The offer must include both of our series of shares, and the consideration offered
per share must be the same, regardless of the class or type of share.
 
    
    If the offeror intends to obtain control of the company, the offer must be for 100%
of our capital stock, and if the offer does not imply obtaining control, then the offer
must be for at least 10% of our capital stock.
 
    
    The offer must indicate the maximum number of shares it covers and, if applicable,
the minimum number of shares on which the offer is conditioned.
 
    
    The offer may not provide any consideration that implies a bonus or higher price to
the amount of the offer in favor of any person or group of persons related to the
offeree (not including agreements that have been approved by our board of directors of
the company, taking into account the opinion of our Auditing Committee, and have been
disclosed to the investing public).
   
    
    The offeror must inform us, through the board of directors, of the terms and
conditions of the offer it intends to make by sending a notice to our board of
directors.
 
    
    Immediately after it receives the notice, our board of directors must provide to the
Mexican Stock Exchange a notice of applicable legal provisions, and make it available
to all our shareholders.
 
    
    Our board of directors must prepare, considering the opinion of the Audit Committee,
its opinion with regard to the price or consideration offered, any other terms and
conditions of the offer and conflicts of interest, if any, that each member of the
board of directors may have with respect to the offer. This opinion may include the
opinion of an independent expert retained by our board.
 
    
    Our board of directors will provide this opinion to the investing public through the
Mexican Stock Exchange within three months after receipt of the offer notice, at the
latest.
 
    
    The members of our board of directors and our chief executive officer of the company
must disclose to the investing public, along with the opinions mentioned above, as
applicable, the decision they will take in connection with their own shares.
  132




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##### Table of Contents




    
    If our board approves the terms and conditions of any offer, the offeror must obtain
prior authorization from the Ministry of Communications and Transportation for the
change of control prior to the commencing the public offer. See Item 4. Information
on the CompanyRegulatory FrameworkReporting, Information and Consent Requirements.
 
    
    For purposes of the preceding item exclusively, and in accordance with the
provisions of Article 23 of the Mexican Airport Law, a person or group of persons
shall be deemed to have control when it owns 35% or more of the capital stock of
the company, has control of the general shareholders meetings, or is able to
appoint the majority of the members in charge of management or otherwise control
the company.
 
    
    If the holders of the Series BB shares express their interest in accepting an offer
(which does not imply any obligation on their part to participate in such offer), the
launching of the offer shall be conditioned upon obtaining prior authorizations from
the Ministry of Communications and Transportation, including those relating to the
transfer of the Series BB shares and the replacement of ITA in its capacity as
strategic partner under the technical assistance and participation agreements.
 Changes in Capital Stock
     133




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Share Repurchases
  
    
    The acquisition is carried out in the Mexican Stock Exchange.
 
    
    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, the shares may be kept by us
without need of making a reduction of capital stock. Otherwise, if the acquisition is
charged against the capital stock, the shares will be converted into unsubscribed
 shares kept in our treasury, without need of a resolution by the 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 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.
 
    
    We are up to date in the payment of the obligations derived from debt instruments
issued and registered in the National Securities Registry that we may have issued.
 
    
    The shares of the company and the negotiable instruments that represent such shares
that belong to us or, if any, the shares issued and not subscribed that are kept in the
treasury, may be placed among the investing public without requiring a resolution from
the shareholders meeting or the board of directors. For the purposes of this
paragraph, the provisions of Article 132 of the General Law of Business Entities will
not apply.
   134




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##### Table of Contents



Ownership of Capital Stock by Subsidiaries
  Liquidation
  Other Provisions
 Liabilities of the members of the Board of Directors
      135




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Information to Stockholders
  
    
    the report prepared by the Audit Committee,
 
    
    the report prepared by our Chief Executive Officer pursuant to the Mexican General
Law on Business Corporations which includes (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, (ii) a statement of
the financial condition of the company at the end of the fiscal year, (iii) a statement
showing 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) notes which are required to complete or clarify the above mentioned
information,
 
    
    the Boards opinion on the report prepared by our Chief Executive Officer as set
forth above, and
 
    
    a report explaining the principal accounting and information policies and criteria
followed in the preparation of the financial information.
  Duration
   136




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Stockholders Conflict of Interest
  Directors Conflict of Interest
  
 MATERIAL CONTRACTS
    
 EXCHANGE CONTROLS
   137




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TAXATION
       Taxation of Dividends
 Mexican Tax Considerations
   138




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U.S. Federal Income Tax Considerations
    Taxation of Dispositions of Shares or ADSs
 Mexican Tax Considerations
   139




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U.S. Tax Considerations
   140




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Other Mexican Taxes
  U.S. Backup Withholding Tax and Information Reporting Requirements
  U.S. Tax Consequences for Non-U.S. holders
 Distributions
  Dispositions
  Information reporting and backup withholding
   141




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DOCUMENTS ON DISPLAY
   142




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk
  Foreign Currency Exchange Rate Risk
      143




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Interest Rate Risk
  
 Item 12. Description of Securities Other Than Equity Securities
 A. DEBT SECURITIES
  B. WARRANTS AND RIGHTS
  C. OTHER SECURITIES
  D. AMERICAN DEPOSITARY SHARES
  American Depositary Shares
    144




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##### Table of Contents



Persons depositing or withdrawing shares orADS holders must pay:
    
    For:$5.00 (or less) per 100 ADSs (or portion
of 100 ADSs)
    
    Issuance of ADSs, including issuances
resulting from a distribution of shares or
rights or other propertyCancellation of ADSs for the purpose of
withdrawal, including if the deposit
agreement terminatesA 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 ADSs
    
    Distribution of securities distributed to
holders of deposited securities which are
distributed by the depositary to ADS
holdersRegistration or transfer fees
    
    Transfer and registration of shares on our
share register to or from the name of the
depositary or its agent when you deposit
or withdraw sharesExpenses of the depositary
    
    Converting foreign currency to U.S. dollarsAny charges incurred by the depositary or 
its agents for servicing the deposited 
securities
    
    As necessaryTaxes and other governmental charges the
depositary or the custodian has to pay on
any ADS or share underlying an ADS, for
example, stock transfer taxes, stamp duty
or withholding taxes
    
    As necessary
   145




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Payment of Taxes
  Fees payable by the depositary
    146




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PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
  Managements Annual Report on Internal Controls Over Financial Reporting
     147




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Changes in Internal Control Over Financial Reporting
  
 Item 16. [Reserved]
 
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  
 Item 16C. Principal Accountant Fees and Services
 Audit and Non-Audit Fees
  Year ended December 31,2008
    
    
    2009(thousands of nominal pesos)Audit fees
    
    
    9,393
    
    
    
    8,512Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    311
    
    
    
    Total fees
    
    Ps.
    9,704
    
    
    Ps.
    8,512
  148




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##### Table of Contents



Audit Committee Pre-Approval Policies and Procedures
  
 Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  (a) Total
    
    
    
    
    
    
    (c) Total number of sharesnumber of
    
    
    (b) Average
    
    
    purchased as part of
    
    
    (d) Maximum number of sharesshares
    
    
    price paid per
    
    
    publicly announced plans or
    
    
    that may yet be purchased underpurchased(1)
    
    
    share in Pesos
    
    
    programs
    
    
    the plans or programs2008January 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1-28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    April 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1-31
    
    
    5,957,800
    
    
    Ps.
    52.07
    
    
    
    
    
    
    
    June 1-30
    
    
    2,525,122
    
    
    Ps.
    52.16
    
    
    
    
    
    
    
    July 1-31
    
    
    447,930
    
    
    Ps.
    52.38
    
    
    
    
    
    
    
    August 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2007 Total
    
    
    8,930,852
    
    
    Ps.
    52.11
    
    
    
    
    
    
    
    2009January 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1-29
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    March 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    April 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    May 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    June 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    September 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    October 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    November 1-30
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    December 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2008 Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    Series B shares or number of Series B shares resulting from purchase of ADSs.  149




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Item 16F. Change in Registrants Certifying Accountant.
  
 Item 16G. Corporate Governance
   NYSE Standards
    
    Our Corporate Governance PracticeDirector Independence.
Majority of board of
directors must be
independent. §303A.01
    
    Pursuant to the Mexican Securities Market
Law, we are required to have a board of
directors composed of a maximum of
twenty-one members, 25% of whom must be
independent. Stockholders are required to
make a determination as to the
independence of our directors. Our bylaws
provide that our Board of Directors must
be composed of such odd number of members
as determined by our shareholders at the
annual meeting, which shall not be less
than seven and shall be subject to the
maximum limit set forth by the Mexican
Securities Market Law. Currently, our
board has seven members, of which four are
independent under the Sarbanes-Oxley Act
of 2002 and as qualified by our
shareholders as provided in the Mexican
Securities Market Law.
  150




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NYSE Standards
    
    Our Corporate Governance PracticeThe definition of independence applicable
to us pursuant to the Mexican Securities
Market Law differs in certain respects
from the definition applicable to U.S.
issuers under the NYSE rules.Executive Sessions.
Non-management directors must
meet regularly in executive
sessions without management.
Independent directors should
meet alone in an executive
session at least once a year.
§303A.03
    
    Our non-management and independent
directors are not required to meet in
executive sessions and generally do not do
so. Executive sessions are not expressly
recommended by the Mexican Code of Best
Corporate Practices.None of our members of management are members of
our Board of Directors nor our
other committees, except for our CEO, who
is a member of the Board of Directors, the
Operating Committee, the Acquisitions and
Contracts Committee and the Nominations
and Compensation Committee.Audit committee. Audit
committee satisfying the
independence and other
requirements of Rule 10A-3
under the Exchange Act and
the more stringent
requirements under the NYSE
standards is required.
§§303A.06, 303A.07
    
    We are in compliance with the independence
requirements of Rule 10A-3, but the
members of our Audit Committee are not
required to satisfy the NYSE independence
and other audit committee standards that
are not prescribed by Rule 10A-3.The principal characteristics of our Audit Committee are as follows:     Our Audit Committee is composed of
three members, all of whom are members of
our board of directors.     All of the members of our Audit
Committee and the committees Chairman are
independent.     The Chairman of the Audit
Committee is appointed and/or removed
exclusively by the general shareholders
meeting.     Our Audit Committee operates
pursuant to provisions in the Mexican
Securities Market Law and our bylaws.
  151




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##### Table of Contents



NYSE Standards
    
    Our Corporate Governance Practice     Our Audit Committee submits an
annual report regarding its activities to
our Board of Directors.     The duties of our Audit Committee
include, among others, the following:     overseeing of our internal auditing and
controls systems,     appointing and removing, and supervising
our external auditor and establishing the
scope of the external auditors duties and
responsibilities,     ensuring compliance with our bylaws by
officers and directors of the company and
its subsidiaries,     making recommendations to the Nomination
and Compensation Committee with respect to
the removal of directors and officers for
violations of the bylaws or any other
applicable legal provision,     overseeing compliance with the corporate
governance provisions as set forth in the
General Law of Business Companies (Ley
General de Sociedades Mercantiles), and
the Mexican Securities Market Law and
protection of minority shareholder rights,     overseeing related-party transactions, and     preparing certain periodic reports for
the board of directors pursuant to the
Mexican Securities Market Law and our
bylaws.Nominating/corporate
governance and compensation
committee.
Nominating/corporate
governance committee of
independent directors and
compensation committee of
independent directors are
required. Compensation
committee must approve
executive officer
compensation. Each
committee must have a
charter specifying the
purpose, duties and
evaluation procedures of the
committee. §303A.04 and
§303A.05
    
    Pursuant to the Mexican Securities Market
Law, we are required to have a committee
that performs corporate governance
functions (comite de practicas
societarias). The board has vested all
such functions and responsibilities in our
Audit Committee.
The duties of our Audit Committee with
regard to corporate practices are, among
others, the following:     evaluating the performance of relevant
officers,     reviewing related-party transactions, and     determining the total compensation
package of the chief executive officer.
  152




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NYSE Standards
    
    Our Corporate Governance PracticeWe are not required to have a nominating or
a compensation committee, but the Mexican Code
of Best Corporate Practices recommends that companies have an
evaluation and compensation committee.
Our bylaws provide for a Nominations and
Compensation Committee, which we believe
carries out the principal duties of an
evaluation and compensation committee and
a nominating/corporate governance
committee. The duties of our Nomination
and Compensation Committee include, among
others, the following:     proposing individuals to serve as
directors at the shareholders meeting,     proposing individuals to serve as
officers to the Board of Directors,     proposing compensation for
directors and officers at the
shareholders meeting or to the Board of
Directors, as applicable,     proposing for consideration at the
shareholders meeting the removal of
members of the Board of Directors and
officers, and     submitting an annual report on its
activities to the Board of Directors and
the shareholders.The Nomination and Compensation Committee
is currently composed of three members who
are appointed by the shareholders at the
shareholders meeting. Pursuant to our
bylaws, at least one member is appointed
by the Series B shareholders and at least
one member is appointed by the Series BB
shareholders. Our Nomination and
Compensation Committee is not required to
be composed of independent directors.
  153




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##### Table of Contents



NYSE Standards
    
    Our Corporate Governance PracticeEquity compensation plans.
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.Code of Ethics. Corporate
governance guidelines and a
code of business conduct and
ethics is required, with
disclosure of any waiver for
directors or executive
officers. §303A.10
    
    We have adopted a code of ethics
applicable to all of our directors and
executive officers, which is available to
you free of charge upon request and at
www.asur.com.mx. We are required by Item
16B of Form 20-F to disclose any waivers
granted to our chief executive officer,
chief financial officer and persons
performing similar functions, as well as
to our other officers/employees.
 PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  Consolidated Financial Statements for Grupo Aeroportuario del Sureste, S.A.B. de C.V.
and Subsidiaries
 PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets as of December 31, 2008 and 2009
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2007, 2008 and 2009
    
    F-4Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2007, 2008 and 2009
    
    F-5Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2007
    
    F-6Consolidated Statements of Cash Flows for the Years Ended December 31, 2008 and 2009
    
    F-7Notes to Consolidated Financial Statements
    
    F-8
  154




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Item 19. Exhibits
  Exhibit No.
    
    Description1.1
    
    
    An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of
the Company (incorporated by reference to our Form 20-F/A filed on July 31, 2007).2.1
    
    
    Deposit Agreement among the Company, 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. 333-12486) filed on September 7, 2000).3.1
    
    
    Trust Agreement among the Company, ITA and Bancomext, together with an English
translation (incorporated by reference to our registration statement on Form F-1
(File No. 333-12486) filed on September 7, 2000).3.2
    
    
    Amendment dated May 15, 2007 to the Trust Agreement dated November 18, 1998 among
the Company, ITA and Bancomext, English translation (incorporated by reference to
our Form 20-F/A filed on July 31, 2007).4.1
    
    
    Amended and Restated Cancún 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. 333-12486) filed on
September 7, 2000).4.2
    
    
    Participation Agreement among the Company, the Mexican Federal Government through
the Ministry of Communications and Transportation, Nacional Financiera, S.N.C.
(NAFIN), Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de
Cancún, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco,
S.A. de C.V., Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, S.A.
de C.V., Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de
C.V., Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de
C.V., Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra
Concesiones de Infraestructuras de Transporte, S.A., Groupe GTM, S.A., Inversiones
y Tecnicas Aeroportuarias, S.A. de C.V. (ITA), Banco Nacional de Comercio
Exterior, S.N.C. (Bancomext) and ASA, together with an English translation
(incorporated by reference to our registration statement on Form F-1 (File No.
333-12486) filed on September 7, 2000).4.3
    
    
    Amendment to the Participation Agreement, the Shareholders Agreement and the
Technical Assistance Agreement among the Mexican Federal Government through the
Ministry of Communications and Transportation, NAFIN, Bancomext, the Company,
Servicios Aeroportuario del Sureste, S.A. de C.V., Aeropuerto de Cancún, S.A. de
C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V.,
Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, S.A. de C.V.,
Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V.,
Aeropuerto de Veracruz, S.A. de C.V. and Aeropuerto de Villahermosa, S.A. de C.V.;
ITA, Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra
Concesiones de Infraestructura de Transporte, S.A. de C.V. and Groupe GTM, S.A.
(incorporated by reference to our registration statement on Form F-1 (File No.
333-12486) filed on September 7, 2000).
  155




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Exhibit No.
    
    Description4.4
    
    
    Second Amendment dated April 30, 2007 to the Participation Agreement dated
December 18, 1998 among the Company, the Mexican Federal Government through the
Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del
Sureste, S.A. de C.V., Aeropuerto de Cancún, S.A. de C.V., Aeropuerto de Cozumel,
S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de
C.V., Aeropuerto de Minatitlán, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V.,
Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V.,
Aeropuerto de Villahermosa, S.A. de C.V., Triturados Basalticos y Derivados, S.A.
de C.V., Copenhagen Airports, Cintra Concesiones de Infraestructuras de
Transporte, S.A., Groupe GTM, S.A., ITA, Bancomext, ASA and Fernando Chico Pardo,
English translation (incorporated by reference to our Form 20-F/A filed on July
31, 2007).4.5
    
    
    Technical Assistance and Transfer of Technology Agreement among the Company,
Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancún, S.A. de
C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V.,
Aeropuerto de Mérida, S.A. de C.V., Aeropuerto de Minatitlán, S.A. de C.V.,
Aeropuerto de Oaxaca, S.A. de C.V., Aeropuerto de Tapachula, S.A. de C.V.,
Aeropuerto de Veracruz, S.A. de C.V., Aeropuerto de Villahermosa, S.A. de C.V.,
Triturados Basalticos y Derivados, S.A. de C.V., Copenhagen Airports, Cintra
Concesiones de Infraestructuras de Transporte, S.A., VINCI, S.A. and ITA, together
with an English translation (incorporated by reference to our registration
statement on Form F-1 (File No. 333-12486) filed on September 7, 2000).4.6
    
    
    Amendment, dated January 1, 2008 to the Technical Assistance and Transfer of
Technology Agreement among the Company, Grupo Servicios Aeroportuarios del
Sureste, S.A. de C.V., Aeropuerto de Cancún, S.A. de C.V., Aeropuerto de Cozumel,
S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V., Aeropuerto de Mérida, S.A. de
C.V., Aeropuerto de Minatitlán, S.A. de C.V., Aeropuerto de Oaxaca, S.A. de C.V.,
Aeropuerto de Tapachula, S.A. de C.V., Aeropuerto de Veracruz, S.A. de C.V.,
Aeropuerto de Villahermosa, S.A. de C.V., Copenhagen Airports, Fernando Gerardo
Chico Pardo and ITA (incorporated by reference to our Form 20-F filed on July 20,
2008).8.1
    
    
    List of material subsidiaries of the Company.11.1
    
    
    Code of Ethics (incorporated by reference to our Form 20-F filed on June 16, 2004).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.
  156




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SIGNATURES
  Grupo Aeroportuario del Sureste, S.A.B. de C.V.By:
    /s/ Adolfo Castro RivasName:
    Adolfo Castro RivasTitle:
    Chief Financial Officer   157




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GRUPO AEROPORTUARIO DEL SURESTE,  S. A. B. DE C. V. AND SUBSIDIARIES
 CONSOLIDATED AUDITED FINANCIAL STATEMENTS
 DECEMBER 31, 2007, 2008 AND 2009




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GRUPO AEROPORTUARIO DEL SURESTE,  S. A. B. DE C. V. AND SUBSIDIARIES
 CONSOLIDATED AUDITED FINANCIAL STATEMENTS
 DECEMBER 31, 2007, 2008 AND 2009
 INDEX
 Contents
    
    PageReport of Independent Public Accountant
    
    
    F  1 and 2Consolidated financial statements:Consolidated balance sheets
    
    
    F  3Consolidated statements of income
    
    
    F  4Consolidated statements of changes in stockholders equity
    
    
    F  5Consolidated statements of cash flows
    
    
    F  6Consolidated statement of changes in financial position
    
    
    F  7Notes to the consolidated financial statements
    
    
    F  8  56




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
  Internal Control 
Integrated Framework
 B-10.
   F - 1




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##### Table of Contents



F - 2




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##### Table of Contents



GRUPO AEROPORTUARIO DEL SURESTE, S. A. B. DE C. V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 CONSOLIDATED BALANCE SHEETS
 AS OF DECEMBER 31, 2008 AND 2009
  2008
    
    
    2009ASSETSCurrent assets:Cash and marketable securities
    
    Ps.
    1,733,512
    
    
    Ps.
    961,404Trade and other receivables, net (Note 4)
    
    
    361,200
    
    
    
    375,165Recoverable taxes and other current assets
    
    
    699,229
    
    
    
    746,594Total current assets
    
    
    2,793,941
    
    
    
    2,083,163Land, machinery, furniture and equipment, net (Note 5)
    
    
    1,080,812
    
    
    
    980,851Direct commercial operations rights, net of
accumulated amortization of Ps. 75,566 and Ps. 86,332, respectively
    
    
    10,766Airport concessions, net (Notes 6 and 7)
    
    
    7,833,022
    
    
    
    7,628,144Rights to use airport facilities, net (Notes 6 and 7)
    
    
    2,123,865
    
    
    
    2,057,476Improvements to concessioned assets, net (Note 8)
    
    
    3,225,390
    
    
    
    3,658,731Recoverable asset tax
    
    
    107,469
    
    
    
    96,006Deferred income tax and employees statutory profit sharing (Note 14)
    
    
    
    
    
    
    2,421Deferred flat rate business tax (Note 14)
    
    
    199,329
    
    
    
    188,916Total assets
    
    Ps.
    17,374,594
    
    
    Ps.
    16,695,708LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    Ps.
    10,022
    
    
    Ps.
    8,145Bank loans (Note 10)
    
    
    
    
    
    
    222,517Accrued expenses and other payables (Note 9)
    
    
    611,548
    
    
    
    168,820Total current liabilities
    
    
    621,570
    
    
    
    399,482Bank loans (Note 10)
    
    
    
    
    
    
    329,836Seniority premiums (Note 3i)
    
    
    7,473
    
    
    
    9,659Deferred income tax (Note 14)
    
    
    1,091,206
    
    
    
    1,372,504Deferred flat rate business tax (Note 14)
    
    
    699,349
    
    
    
    726,532Total liabilities
    
    
    2,419,598
    
    
    
    2,838,013Stockholders equity (Note 11):Capital stock
    
    
    12,799,204
    
    
    
    12,799,204Legal reserve
    
    
    194,044
    
    
    
    246,517Retained earnings
    
    
    1,961,748
    
    
    
    811,974Total stockholders equity
    
    
    14,954,996
    
    
    
    13,857,695Commitments and contingencies (Note 17)Total liabilities and stockholders equity
    
    Ps.
    17,374,594
    
    
    Ps.
    16,695,708
  
 C.P.C. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S. A. B. de C. V.  F - 3




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##### Table of Contents



GRUPO AEROPORTUARIO DEL SURESTE, S. A. B. DE C. V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 CONSOLIDATED STATEMENTS OF INCOME
 FOR THE YEARS ENDED DECEMBER 31, 2007, 2008 AND 2009
  For the yearsended December 31,2007
    
    
    2008
    
    
    2009REVENUES:Aeronautical services
    
    Ps.
    1,890,950
    
    
    Ps.
    2,101,879
    
    
    Ps.
    2,042,647Non-aeronautical services
    
    
    894,941
    
    
    
    1,066,828
    
    
    
    1,088,537Total revenues
    
    
    2,785,891
    
    
    
    3,168,707
    
    
    
    3,131,184OPERATING EXPENSES:Cost of services, excluding depreciation and amortization
    
    
    743,642
    
    
    
    810,101
    
    
    
    788,562Technical assistance fee
    
    
    91,945
    
    
    
    104,485
    
    
    
    103,518Government concession fee
    
    
    139,294
    
    
    
    154,752
    
    
    
    150,559General and administrative expenses
    
    
    104,019
    
    
    
    114,159
    
    
    
    121,708Depreciation and amortization
    
    
    540,821
    
    
    
    601,513
    
    
    
    629,507Total cost and operating expenses
    
    
    1,619,721
    
    
    
    1,785,010
    
    
    
    1,793,854COMPREHENSIVE FINANCING RESULT:Interest income, net
    
    
    106,482
    
    
    
    137,454
    
    
    
    43,841Exchange gains (losses), net
    
    
    1,612
    
    
    
    36,818
    
    
    
    (21,122
    )Loss on valuation of derivative financial instruments (Note 3c.)
    
    
    
    
    
    
    
    
    
    
    (2,563
    )Loss from monetary position
    
    
    (92,950
    )Net comprehensive financing income
    
    
    15,144
    
    
    
    174,272
    
    
    
    20,156Non ordinary items
    
    
    (2,385
    )
    
    
    (9,734
    )
    
    
    (15,384
    )Income before taxes
    
    
    1,178,929
    
    
    
    1,548,235
    
    
    
    1,342,102Provisions for (Note 14):Asset tax
    
    
    21,899
    
    
    
    60,091
    
    
    
    60,654Income tax
    
    
    145,528
    
    
    
    349,571
    
    
    
    320,331Flat rate business tax
    
    
    489,141
    
    
    
    89,104
    
    
    
    163,707Net income
    
    Ps.
    522,361
    
    
    Ps.
    1,049,469
    
    
    Ps.
    797,410Earnings per share expressed in Mexican pesos (Note 11)
    
    Ps.
    1.74
    
    
    Ps.
    3.50
    
    
    Ps.
    2.66
  
 C.P.C. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S. A. B. de C. V.  F - 4




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##### Table of Contents



GRUPO AEROPORTUARIO DEL SURESTE, S. A. B. DE C. V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  Reserve for
    
    
    
    
    
    
    TotalCapital
    
    
    Legal
    
    
    repurchase
    
    
    Retained
    
    
    stockholdersstock
    
    
    reserve
    
    
    of stock
    
    
    earnings
    
    
    equityBalance at December 31, 2006
    
    Ps.
    12,799,204
    
    
    Ps.
    140,786
    
    
    Ps.
    808,964
    
    
    Ps.
    554,334
    
    
    Ps.
    14,303,288Transfer to legal reserve
    
    
    
    
    
    
    27,140
    
    
    
    
    
    
    
    (27,140
    )Transfer to reserve for repurchase
of stock
    
    
    
    
    
    
    
    
    
    
    194,464
    
    
    
    (194,464
    )Reserve for repurchase of
stock cancellation
    
    
    
    
    
    
    
    
    
    
    (1,003,428
    )
    
    
    1,003,428Dividends paid (Nota 11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (231,249
    )
    
    
    (231,249
    )Income tax paid on dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (88,873
    )
    
    
    (88,873
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    522,361
    
    
    
    522,361Balance at December 31, 2007
    
    
    12,799,204
    
    
    
    167,926
    
    
    
    
    
    
    
    1,538,397
    
    
    
    14,505,527Transfer to legal reserve
    
    
    
    
    
    
    26,118
    
    
    
    
    
    
    
    (26,118
    )Dividends paid (Nota 11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (600,000
    )
    
    
    (600,000
    )Comprehensive income (Nota 11)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,049,469
    
    
    
    1,049,469Balance at December 31, 2008
    
    
    12,799,204
    
    
    
    194,044
    
    
    
    
    
    
    
    1,961,748
    
    
    
    14,954,996Transfer to legal reserve
    
    
    
    
    
    
    52,473
    
    
    
    
    
    
    
    (52,473
    )Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,884,000
    )
    
    
    (1,884,000
    )Income tax paid on dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,711
    )
    
    
    (10,711
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    797,410
    
    
    
    797,410Balance at December 31, 2009
    
    Ps.
    12,799,204
    
    
    Ps.
    246,517
    
    
    Ps
    
    
    
    Ps.
    811,974
    
    
    Ps.
    13,857,695
  
 C.P.C. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S. A. B. de C. V.  F - 5




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##### Table of Contents



GRUPO AEROPORTUARIO DEL SURESTE, S. A. B. DE C. V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 CONSOLIDATED STATEMENT OF CASH FLOWS
 FOR THE YEARS ENDED ON DECEMBER 31, 2008 AND 2009
  For the yearended December 31,2008
    
    
    2009Operating activities:Income before taxes
    
    Ps.
    1,548,235
    
    
    Ps.
    1,342,102Items related to investing activities:Depreciation and amortization
    
    
    601,513
    
    
    
    629,507Cancellation of deferred employees statutory profit sharing (Nota 14)
    
    
    (37,496
    )
    
    
    (2,421
    )Interest income
    
    
    (139,679
    )
    
    
    (68,136
    )Trade receivables
    
    
    (81,785
    )
    
    
    (13,965
    )Recoverable taxes and other current assets
    
    
    (137,836
    )
    
    
    189,032Income taxes paid
    
    
    (178,966
    )
    
    
    (259,302
    )Trade accounts payable, accrued expenses
and other payables
    
    
    (18,814
    )
    
    
    (440,010
    )Cancellation of income tax on dividend
    
    
    
    
    
    
    (10,711
    )Net cash flow provided by operating activities
    
    
    1,555,172
    
    
    
    1,366,096Investing activities:Purchase of improvements to concessioned assets,
land, machinery, furniture and equipment
    
    
    (935,772
    )
    
    
    (676,665
    )Interest income
    
    
    139,679
    
    
    
    68,136Net cash flow used in investing activities
    
    
    (796,093
    )
    
    
    (608,529
    )Financing activities:Bank loans (Note 10)
    
    
    
    
    
    
    545,455Dividends paid
    
    
    (600,000
    )
    
    
    (1,884,000
    )Tax on dividends paid
    
    
    (351,264
    )
    
    
    (191,130
    )Net cash flow used in financing activities
    
    
    (951,264
    )
    
    
    (1,529,675
    )Decrease in cash and marketable
securities
    
    
    (192,185
    )
    
    
    (772,108
    )Cash and marketable securities, beginning of period
    
    
    1,925,697
    
    
    
    1,733,512Cash and marketable securities, end of period
    
    Ps.
    1,733,512
    
    
    Ps.
    961,404
  
 C.P.C. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S. A. B. de C. V.  F - 6




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##### Table of Contents



GRUPO AEROPORTUARIO DEL SURESTE, S. A. B. DE C. V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 CONSOLIDATED STATEMENTS OF CHANGES IN FINANCIAL POSITION
 FOR THE YEAR ENDED DECEMBER 31, 2007
  For the yearended December 31,2007Operating activities:Net income
    
    Ps.
    522,361Adjustments to reconcile net income to resources provided by
(used in) operating activities:Depreciation and amortization
    
    
    540,821Deferred income tax
    
    
    80,890Deferred flat rate business tax
    
    
    489,141Changes in operating assets and liabilities:Trade receivables
    
    
    (35,020
    )Recoverable taxes and other current assets
    
    
    (44,258
    )Trade accounts payable, accrued expenses
and other items payables
    
    
    68,691Resources provided by operating activities
    
    
    1,622,626Financing activities:Dividends paid
    
    
    (231,249
    )Tax on dividends paid
    
    
    (88,873
    )Resources used in financing activities
    
    
    (320,122
    )Investing activities:Purchase of improvements to concessioned assets,
land, machinery, furniture and equipment
    
    
    (665,160
    )Resources used in investing activities
    
    
    (665,160
    )Increase in cash and marketable securities
    
    
    637,344Cash and marketable securities, beginning of period
    
    
    1,288,353Cash and marketable securities, end of period
    
    Ps.
    1,925,697
  
 C.P.C. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S. A. B. de C. V.  F - 7




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##### Table of Contents



GRUPO AEROPORTUARIO DEL SURESTE, S. A. B. DE C. V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 1. Company history and operations
      F - 8




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##### Table of Contents



(Ley del
Mercado de Valores)
        F - 9




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##### Table of Contents



2. Basis of preparation
   Mexican Financial Reporting Standards B-10 Inflation Effects (MFRS B-10)
 st
  F - 10




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##### Table of Contents



December 31,2008
    
    
    2009For the year
    
    
    6.53
    %
    
    
    3.57
    %Accumulated in the last three years
    
    
    11.56
    %
    
    
    15.02
    %
  Currency2008
    
    2009Local
    
    Mexican peso
    
    Mexican pesoFunctional
    
    Mexican peso
    
    Mexican pesoReporting
    
    Mexican peso
    
    Mexican peso
  New Mexican Financial Reporting Standards effective January 1, 2009:
    F - 11




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##### Table of Contents



Authorization of financial statements
   3. Summary of significant MFRS accounting policies
    F - 12




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##### Table of Contents



a) Consolidation
  Ownership interest (direct and indirect)Subsidiary
    
    2008
    
    
    2009Aeropuerto de Cancún, S. A. de C. V. (1)
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Cozumel, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Mérida, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Huatulco, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Oaxaca, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Veracruz, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Villahermosa, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Tapachula, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %Aeropuerto de Minatitlán, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %RH Asur, S. A. de C. V. (2)
    
    
    99.99
    %
    
    
    99.99
    %Servicios Aeroportuarios del Sureste, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %
 (1)
    
    Holding entity that consolidates the subsidiary entities Caribbean Logistics, S. A.
de C. V., Cancun Airport Services, S. A. de C. V. and FBO Asur, S. A. de C. V.(2)
    
    Company incorporated on February 1, 2008, for an indefinite period and which is
mainly engaged in providing professional services.   b) Cash and marketable securities
   F - 13




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c) Derivative financial instruments
    Fair
    
    
    Amount
    
    
    Date
    
    RateInstitution
    
    Value
    
    
    Noional
    
    
    Beginning
    
    Expiring
    
    Receiving
    
    
    Paid(TIIE)Banco Santander, S.A.
    
    $
    1,105
    
    
    $
    250,000
    
    
    31-Aug-09
    
    14-May-12
    
    
    5.045
    %
    
    
    6.37
    %BBVA Bancomer, S.A.
    
    
    1,199
    
    
    
    250,000
    
    
    18-Aug-09
    
    21-May-12
    
    
    5.060
    %
    
    
    6.33
    %BBVA Bancomer, S.A.
    
    
    259
    
    
    
    100,000
    
    
    31-Jul-09
    
    25-May-12
    
    
    4.915
    %
    
    
    6.21
    %$
    2,563
    
    
    $
    600,000
  F - 14




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##### Table of Contents



d) Derivatives
  e) Machinery, furniture and equipment, net
   YearsMachinery and equipment
    
    
    10Office furniture and equipment
    
    
    10Automotive equipment
    
    
    4Other
    
    
    Various
    F - 15




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f) Rights to use airport facilities, environmental liabilities and airport concessions
      g) Review of the book value of long-lived assets
   F - 16




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##### Table of Contents



h) Liabilities provisions
  i) Employees Benefits- Seniority premiums and employee severance pay
      j) Deferred Employees Statutory Profit Sharing (ESPS)
   k) Stockholders Equity
   F - 17




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##### Table of Contents



l) Revenue recognition
        F - 18




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##### Table of Contents



Year endedDecember 31,2007
    
    
    2008
    
    
    2009Regulated services:Airport services
    
    Ps.
    1,991,745
    
    
    Ps.
    2,211,226
    
    
    Ps.
    2,150,540Non-regulated services:Airport services:Access fees from non-permanent
ground transportation
    
    
    12,053
    
    
    
    14,679
    
    
    
    15,079Car parking lots and related access fees
    
    
    47,557
    
    
    
    48,431
    
    
    
    44,881Other access fees
    
    
    4,198
    
    
    
    3,227
    
    
    
    3,873Commercial services
    
    
    684,794
    
    
    
    840,984
    
    
    
    881,651Other services
    
    
    45,544
    
    
    
    50,160
    
    
    
    35,160Total non-regulated services
    
    
    794,146
    
    
    
    957,481
    
    
    
    980,644Ps.
    2,785,891
    
    
    Ps.
    3,168,707
    
    
    Ps.
    3,131,184
  m) Transactions in foreign currency and exchange rate differences
    F - 19




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##### Table of Contents



n) Deferred income tax, deferred flat rate business tax IETU and tax on dividends
    o) Loss from monetary position
   F - 20




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##### Table of Contents



p) Comprehensive income
  q) Earnings per share
  r) Concentrations
   s) Segment reporting
    F - 21




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##### Table of Contents



t) Recently issued accounting standards
  Financial
Information by Segment
 Financial Information at interim dates
 Cash
 Capitalization of the comprehensive financial result Contracts for construction
and manufacturing of certain equity goods
    F - 22




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##### Table of Contents



4. Trade receivables, net
  December 31,2008
    
    
    2009Trade receivables
    
    Ps.
    370,627
    
    
    Ps.
    383,473Less: allowance for doubtful accounts
    
    
    (9,427
    )
    
    
    (8,308
    )Net
    
    Ps.
    361,200
    
    
    Ps.
    375,165
 5. Land, machinery, furniture and equipment
  December 31,
    
    
    Depreciation2008
    
    
    2009
    
    
    rateMachinery and equipment
    
    Ps.
    132,991
    
    
    Ps.
    156,455
    
    
    
    10
    %Office furniture and equipment
    
    
    130,460
    
    
    
    138,280
    
    
    
    10
    %Automotive equipment
    
    
    175,959
    
    
    
    173,784
    
    
    
    25
    %Others
    
    
    5,603
    
    
    
    7,361
    
    
    
    Other445,013
    
    
    
    475,880Less: accumulated depreciation
    
    
    (267,129
    )
    
    
    (286,192
    )Total
    
    
    177,884
    
    
    
    189,688Land (a)
    
    
    437,052
    
    
    
    444,496Construction in progress (b) (See Note 8)
    
    
    411,570
    
    
    
    162,378Advances to contractors
    
    
    54,306
    
    
    
    184,289Net
    
    Ps.
    1,080,812
    
    
    Ps.
    980,851
  (a)
    
    In October 2008, the Company acquired, through public bid and with the authorization of the
Board of Directors, 130.3 hectares of land in Huatulco for a total US$286,283. See acquired
commitments in Note 17d.(b)
    
    At December 31, 2008, works in progress include US$379,820 corresponding to the projects
involving runway 2 and the control tower currently under construction at the Cancun Airport,
considered in the Master Development Plan described in Note 17b. As of December 31, 2009, the
Company completed and capitalized US$706,692 related to these two projects.  F - 23




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##### Table of Contents



6. Airport concessions
  Remainingestimateduseful life(years)Acquisition cost
    
    Ps
    12,710,426Allocated to:Rights to use airport facilities:Runways, taxiways, and aprons
    
    Ps.
    1,582,491
    
    
    
    39Buildings
    
    
    511,858
    
    
    
    13-39Other infrastructure
    
    
    132,067
    
    
    
    20Land
    
    
    684,725
    
    
    
    392,911,141Environmental liabilities
    
    
    (15,529
    )Airport concessions
    
    
    9,814,814
    
    
    
    39Total
    
    Ps.
    12,710,426
   F - 24




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##### Table of Contents



December 31,2008
    
    
    2009Airport concessions
    
    Ps.
    9,814,814
    
    
    Ps.
    9,814,814Other rights acquired (Note 7)
    
    
    493,635
    
    
    
    493,635Others
    
    
    1,311
    
    
    
    1,311Less: accumulated amortization
    
    
    (2,476,738
    )
    
    
    (2,681,616
    )Airport concession
    
    Ps.
    7,833,022
    
    
    Ps.
    7,628,144
 December 31,2008
    
    
    2009Rights to use airport facilities
    
    Ps.
    2,911,141
    
    
    Ps.
    2,911,141Other rights acquired (Note 7)
    
    
    62,510
    
    
    
    62,510Less: accumulated amortization
    
    
    (822,373
    )
    
    
    (887,461
    )Others  write off
    
    
    (27,413
    )
    
    
    (28,714
    )Rights to use airport facilities
    
    Ps.
    2,123,865
    
    
    Ps.
    2,057,476
  
    
    The concession holder should undertake the construction, improvement or
maintenance of the facilities in accordance with its Master Development Plan and
is required to update the plan every five years (see Note 17).
    
    The concession holder may only use the airport facilities for the purposes
specified in the concession and must provide services in accordance with all
applicable laws and regulations, and is subject to statutory oversight by the
Ministry of Communications and Transportation.
    
    The concession holder must pay a concession fee (currently 5% of each
concession holders gross annual revenues) from the use of public domain assets
pursuant to the terms of its concessions as required by applicable law.
    
    Fuel services and supply are to be provided by the Mexican Airport and
Auxiliary Services Agency.
    
    The concession holder must grant access to and the use of specific areas of
the airport to government agencies to perform their activities inside the
airports.
  F - 25




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##### Table of Contents




    
    The concession may be terminated for non-performance if the concession
holder fails to comply with certain of the obligations imposed by the
concessions as established in Article 27 or for the reasons specified in Article
26 of the Airport Law.
    
    The terms and conditions of the regulations governing the operations of the
Company may be modified by the Ministry of Communications and Transportation.
 7. Other rights acquired
      F - 26




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Remainingestimateduseful lives(years)Acquisition cost
    
    Ps.
    556,145Allocated to:Rights to use:Buildings
    
    Ps.
    59,694
    
    
    
    17-39Other infrastructure
    
    
    2,816
    
    
    
    262,510Airport concessions
    
    
    493,635
    
    
    
    2Total
    
    Ps.
    556,145
      F - 27




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##### Table of Contents



8. Improvements to concessioned assets
  December 31,2008
    
    
    2009Buildings
    
    Ps.
    1,521,324
    
    
    Ps.
    1,679,080Air side
    
    
    1,083,086
    
    
    
    1,577,878Land side
    
    
    312,122
    
    
    
    339,856Technical installations
    
    
    301,068
    
    
    
    308,701Machinery and equipment
    
    
    246,338
    
    
    
    263,271Security equipment
    
    
    272,336
    
    
    
    278,482IT equipment
    
    
    291,494
    
    
    
    306,212Others
    
    
    40,195
    
    
    
    44,862Total
    
    
    4,067,963
    
    
    
    4,798,342Less: accumulated depreciation
    
    
    (842,573
    )
    
    
    (1,139,611
    )Total
    
    Ps.
    3,225,390
    
    
    Ps.
    3,658,731
   Amount ofqualifying
    
    
    RIF capitalized inAsset type
    
    assets
    
    
    the yearImprovements to concessioned assets
    
    $
    130,142
    
    
    $
    4,798Works in progress
    
    
    98,481
    
    
    
    3,100Total RIF capitalized
    
    $
    228,623
    
    
    $
    7,898
  F - 28




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##### Table of Contents



9. Accrued expenses and other payables
  December 31,2008
    
    
    2009Taxes payable
    
    Ps.
    453,290
    
    
    Ps.
    39,610Concession fees
    
    
    45,421
    
    
    
    24,501Due to Shareholder  ITA
    
    
    23,411
    
    
    
    23,443Other accruals
    
    
    89,426
    
    
    
    81,266Total
    
    Ps.
    611,548
    
    
    Ps.
    168,820
 10. Bank Loans
   Credit line
    
    
    Principal
    
    
    Interest
    
    
    ClassificationBank
    
    Amount Drawn
    
    
    amortization
    
    
    payment
    
    
    Short
    
    
    LongIXE
    
    $
    250,000
    
    
    $
    22,727
    
    
    $
    1,379
    
    
    $
    92,288
    
    
    $
    136,364Santander
    
    
    250,000
    
    
    
    22,727
    
    
    
    3,725
    
    
    
    93,529
    
    
    
    137,469BBVA
    
    
    100,000
    
    
    
    9,091
    
    
    
    1,794
    
    
    
    36,700
    
    
    
    56,003$
    600,000
    
    
    $
    54,545
    
    
    $
    6,898
    
    
    $
    222,517
    
    
    $
    329,836
   F - 29




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##### Table of Contents



11. Stockholders equity
  Numberof shares
    
    Description
    
    Amount277,050,000
    
    Series B
    
    $
    7,173,07922,950,000
    
    Series BB
    
    
    594,197300,000,000
    
    
    
    
    7,767,276Accumulated inflation effect
    
    
    5,031,928Capital stock at December 31, 2009
    
    $
    12,799,204
  ValorItem
    
    Historical
    
    
    Actualized
    
    
    TotalCapital stock
    
    $
    7,767,276
    
    
    $
    5,031,928
    
    
    $
    12,799,204Legal reserve
    
    
    223,492
    
    
    
    23,025
    
    
    
    246,517Retained earnings
    
    
    1,752,671
    
    
    
    (940,697
    )
    
    
    811,974Total
    
    $
    9,743,439
    
    
    $
    4,114,256
    
    
    $
    13,857,695
   F - 30




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##### Table of Contents



Dividends
        F - 31




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##### Table of Contents



12. Rentals under operating leases
  Period ending December 31:2010
    
    Ps.
    680,5992011
    
    
    641,4352012
    
    
    615,3362013
    
    
    658,9162014
    
    
    549,416Thereafter
    
    
    1,192,112Total
    
    Ps.
    4,337,814
 13. Foreign currency balances and transactions
  Foreign currency
    
    
    Period endamounts
    
    
    Exchange rate
    
    
    Mexican pesos(thousands)
    
    
    
    
    
    (thousands)December 31, 2008Assets:Cash and marketable securities
    
    US$
    15,498
    
    
    Ps.
    13.8325
    
    
    Ps.
    214,376Prepaids advances
    
    
    133
    
    
    
    13.8325
    
    
    
    1,840Deposits
    
    
    36
    
    
    
    13.8325
    
    
    
    498Clients
    
    
    3,463
    
    
    
    13.8325
    
    
    
    47,902Liabilities:Accrued expenses and other balances payables
    
    US$
    489
    
    
    Ps.
    13.8325
    
    
    Ps.
    6,764Deposits
    
    
    1,369
    
    
    
    13.8325
    
    
    
    18,937
 Foreign currency
    
    
    Period endamounts
    
    
    Exchange rate
    
    
    Mexican pesos(thousands)
    
    
    
    
    
    (thousands)December 31, 2009Assets:Cash and marketable securities
    
    US$
    8,388
    
    
    Ps.
    13.0659
    
    
    Ps.
    109,597Prepaids advances
    
    
    1,546
    
    
    
    13.0659
    
    
    
    20,200Deposits
    
    
    36
    
    
    
    13.0659
    
    
    
    470Clients
    
    
    4,032
    
    
    
    13.0659
    
    
    
    52,682Liabilities:Accrued expenses and other balances
payables
    
    US$
    325
    
    
    Ps.
    13.0659
    
    
    Ps.
    4,246Deposits
    
    
    1,212
    
    
    
    13.0659
    
    
    
    15,836
  F - 32




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##### Table of Contents



Foreign currency
    
    
    Averageamounts
    
    
    exchange rate
    
    
    Mexican pesos(thousands)
    
    
    
    
    
    (thousands)Year ended December 31, 2007Statement of income:Technical assistance fees and
related costs
    
    US$
    2,451
    
    
    Ps.
    10.9249
    
    
    Ps.
    26,777Professional services expenses
    
    
    2,198
    
    
    
    10.9363
    
    
    
    24,038Other
    
    
    4,250
    
    
    
    10.8430
    
    
    
    46,083Year ended December 31, 2008Statement of income:Professional services expenses
    
    US$
    1,825
    
    
    Ps.
    11.3972
    
    
    Ps.
    20,800Other
    
    
    3,025
    
    
    
    11.3682
    
    
    
    34,389Year ended December 31, 2009Income statement:Professional services expenses
    
    US
    2,184
    
    Ps.
    13.2230
    
    
    Ps.
    28,879Other
    
    
    3,877
    
    
    
    13.3330
    
    
    
    51,692
 14. Income tax, asset tax and flat tax
     F - 33




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##### Table of Contents



For the yearsended December 31,2007
    
    
    2008
    
    
    2009Current income tax
    
    Ps.
    64,638
    
    
    Ps.
    408,536
    
    
    Ps.
    88,224Deferred income tax
    
    
    230,931
    
    
    
    (58,965
    )
    
    
    232,107Cancellation of income tax from
prior periods
    
    
    (150,041
    )Provision for income tax
    
    Ps.
    145,528
    
    
    Ps.
    349,571
    
    
    Ps.
    320,331
  F - 34




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##### Table of Contents



For the yearsended December 31,2007
    
    
    2008
    
    
    2009Income before statutory
income tax
    
    Ps.
    1,178,929
    
    
    Ps.
    1,548,235
    
    
    Ps.
    1,342,102Less: income from subsidiaries
subject to IETU tax
    
    
    
    
    
    
    (25,154
    )
    
    
    (134,689
    )Income before statutory
income tax
    
    
    1,178,929
    
    
    
    1,523,081
    
    
    
    1,207,413Statutory income tax rate
    
    
    28
    %
    
    
    28
    %
    
    
    28
    %Income tax to statutory rate
    
    
    330,100
    
    
    
    426,463
    
    
    
    338,076Nondeductible expenses and
other permanent differences
    
    
    (41,221
    )
    
    
    (10,768
    )
    
    
    132Nontaxable income
    
    
    (8,567
    )
    
    
    (6,410
    )Net difference between the gain
or loss on net monetary position
and the inflationary component
determined for tax purposes
    
    
    33,698
    
    
    
    (28,278
    )
    
    
    (5,565
    )Discontinuation of inflation
    
    
    
    
    
    
    (31,436
    )
    
    
    (23,871
    )Valuation allowance
    
    
    (18,441
    )Cancelation of deferred income tax
    
    
    (150,041
    )Change in tax rate
    
    
    
    
    
    
    
    
    
    
    11,559Income tax provision
    
    Ps.
    145,528
    
    
    Ps.
    349,571
    
    
    Ps.
    320,331Effective tax rate
    
    
    12
    %
    
    
    23
    %
    
    
    27
    %
  December 31,2008
    
    
    2009Deferred income taxDeferred asset tax:Tax loss carryforwards
    
    Ps.
    397,968
    
    
    Ps.
    42,939Other
    
    
    12,187
    
    
    
    64,304Recoverable asset tax
    
    
    442,722
    
    
    
    393,531852,877
    
    
    
    500,774Deferred tax liabilities:Airport concessions, rights to use
airport facilities and machinery furniture
and equipment
    
    
    (1,941,762
    )
    
    
    (1,870,874
    )Other
    
    
    (2,321
    )
    
    
    (2,404
    )(1,944,083
    )
    
    
    (1,873,278
    )Net deferred tax liabilities
    
    Ps.
    (1,091,206
    )
    
    Ps.
    (1,372,504
    )
  F - 35




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##### Table of Contents



st
   F - 36




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##### Table of Contents



December 312007
    
    
    2008
    
    
    2009Current IETU
    
    
    
    
    
    $
    78,225
    
    
    $
    126,111Deferred IETU
    
    $
    489,141
    
    
    
    10,879
    
    
    
    37,596Provision for IETU
    
    $
    489,141
    
    
    $
    89,104
    
    
    $
    163,707
  F - 37




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##### Table of Contents



December 31,2008
    
    
    2009Deferred IETU tax liability:Airport concessions, rights to use
airport facilities, improvements to concessions asset
and machinery furniture and equipment
    
    Ps.
    3,992,049
    
    
    Ps.
    4,039,110Trade receivable
    
    
    91,718
    
    
    
    127,929Valuation allowance
    
    
    4,291Others
    
    
    (91,778
    )
    
    
    (15,428
    )3,996,280
    
    
    
    4,151,611Applicable flat tax rate
    
    
    17.5
    %
    
    
    17.5
    %Deferred IETU tax liability
    
    Ps.
    699,349
    
    
    Ps.
    726,532Tax credit by:Airport concessions, rights to use
airport facilities, improvements to concessions assets,
machinery furniture and equipment
    
    Ps.
    195,805
    
    
    Ps.
    174,682Excess deductions on taxable income
    
    
    3,524
    
    
    
    14,234199,329
    
    
    
    188,916Deferred IETU tax liability net
    
    Ps.
    500,020
    
    
    Ps.
    537,616
 15. Technical assistance agreement
    F - 38




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##### Table of Contents



st
  16. Related party transactions
   F - 39




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##### Table of Contents



December 31,2008
    
    
    2009Accounts receivable:Compañía
Méxicana de Aviación, S. A. de C. V.
(Key management personnel)
    
    Ps.
    34,296
    
    
    Ps.
    36,956Accounts payable:Inversiones y Técnicas Aeroportuarias, S. A. de C. V.
(Shareholder)
    
    Ps.
    (23,441
    )
    
    Ps.
    (23,443
    )Promecap, S. C. (Key Management personnel)
    
    
    (601
    )
    
    
    (488
    )Lava Tap de Chiapas, S. A. de C. V. (Key management
personnel)
    
    
    (291
    )
    
    
    (292
    )Telefonos de México, S. A. de C. V. (Key management
personnel)
    
    
    (108
    )
    
    
    (20
    )(24,441
    )
    
    
    (24,443
    )Net
    
    Ps.
    9,855
    
    
    Ps.
    12,713
  2007
    
    
    2008
    
    
    2009Revenues from airport services
    
    Ps.
    198,787
    
    
    Ps.
    159,014
    
    
    Ps.
    133,136Technical assistance
    
    
    (91,945
    )
    
    
    (104,485
    )
    
    
    (103,518
    )Administrative services
    
    
    (5,782
    )
    
    
    (5,181
    )
    
    
    (6,408
    )Leases
    
    
    (2,457
    )
    
    
    (2,617
    )
    
    
    (3,212
    )Telephone services and network connections
    
    
    (5,737
    )
    
    
    (6,931
    )
    
    
    (3,754
    )Cleaning services
    
    
    (5,263
    )
    
    
    (10,224
    )
    
    
    (9,662
    )Investment (transport equipment)
    
    
    
    
    
    
    
    
    
    
    (6,392
    )Others
    
    
    (3,003
    )
    
    
    (4,354
    )
    
    
    (2,461
    )
  F - 40




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##### Table of Contents



2008
    
    
    2009Compensation to key personnel
    
    Ps.
    20,627
    
    
    Ps.
    23,756Compensation to Board of Directors and Committees
    
    
    4,365
    
    
    
    7,401
 17. Commitments and contingencies
 Commitments
 a)
    
    In 2005, the Company entered into a new 60 month operating lease with a related party for its
corporate offices with monthly payments of U.S.$17,832, and as from January 1st,
2009 the monthly operating lease increased to U.S.$19,653. These lease agreements have an
option to renew in 2010.
 Rental expense was approximately Ps. 2,457, Ps. 2,617 and Ps. 3,212 for the years ended December
31, 2007, 2008 and 2009, respectively.
  F - 41




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##### Table of Contents



b)
    
    On March 31, 2009, the Company received approval of the Ministry of Communications and
Transportation for its Master Development Plan (MDP) for each of the nine airports for the
period from 2009 through 2013. Based on the MDPs presented, the Company has agreed to make
improvements from 2009 through 2013. The commitments are as follows:
 Period
    
    Amount2010
    
    Ps.
    1,574,5612011
    
    
    975,2082012
    
    
    724,0522013
    
    
    519,395Ps.
    3,793,216
    (1)
  c)
    
    In accordance with the terms for the purchase of the land in Huatulco in October 2008, the
Company is required to build 450 hotel rooms within four years. To this end, the Company intends
to enter into agreements with third parties in order to honor the commitment assumed with FONATUR.
On February 26th, 2009, the Company delivered its proposal for a Comprehensive Tourism
Plan related to this project to FONATUR, and as of that date, said proposal is pending approval.
 Contingencies
 a)
    
    The operations of the Company are subject to Mexican federal and state laws.
 b)
    
    At present, there are two labor law claims against the Company mainly relating to involuntary
terminations. The Company is currently seeking resolution through the judicial process and no
ruling has been handed down at the date of this report. The total amount of these claims is
approximately Ps. 2 million.
 c)
    
    The Huatulco municipal government has initiated legal proceedings against the Company to
claim payment of property tax on the land where the airport is located. The Company believes
that there is no legal ground for the proceedings as was the case for other of Groups
airports where a favorable ruling for the Company was obtained concerning the payment of the
tax in question (although the municipality has since taken legal action to request the
revocation of this ruling).
 Management does not believe that any liabilities relating to these claims are likely to have a
material adverse effect on the Companys consolidated financial position or the results of its
operations.
 d)
    
    The Mexican Department of Civil Aviation (DGAC) has initiated twelve administrative lawsuits
against the Company based on a series of audits carried out from 2004 to 2006. The Company
has begun counter-proceedings as it considers that these lawsuits are invalid due to the
inappropriateness of procedures followed by the DGAC. Since these lawsuits make no reference
to the number of
observations that have not been resolved or to the possible penalties that might be applied, it
is not possible to estimate the potential effects on the consolidated financial position of the
Company.
  F - 42




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##### Table of Contents



18. Segment information
 Year ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consolidation
    
    
    ConsolidationDecember 31, 2007
    
    Cancun
    
    
    Villahermosa
    
    
    Mérida
    
    
    Servicios
    
    
    Other
    
    
    Adjustments
    
    
    TotalTotal revenues
    
    Ps.
    2,108,081
    
    
    Ps.
    130,984
    
    
    Ps.
    172,100
    
    
    Ps.
    206,271
    
    
    Ps.
    1,003,494
    
    
    Ps.
    (835,039
    )
    
    Ps.
    2,785,891Operating income (loss)
    
    
    667,332
    
    
    
    42,657
    
    
    
    22,795
    
    
    
    3,319
    
    
    
    430,067
    
    
    
    
    
    
    
    1,166,170Total assets
    
    
    11,303,907
    
    
    
    898,475
    
    
    
    1,251,028
    
    
    
    22,383
    
    
    
    17,944,140
    
    
    
    (14,743,853
    )
    
    
    16,676,081Capital expenditures
    
    
    544,066
    
    
    
    5,679
    
    
    
    45,745
    
    
    
    1,966
    
    
    
    67,704
    
    
    
    
    
    
    
    665,160Depreciation and
amortization
    
    
    350,138
    
    
    
    29,279
    
    
    
    41,000
    
    
    
    2,208
    
    
    
    118,196
    
    
    
    
    
    
    
    540,821
 Year ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consolidation
    
    
    ConsolidationDecember 31, 2008
    
    Cancun
    
    
    Villahermosa
    
    
    Mérida
    
    
    Servicios
    
    
    Other
    
    
    Adjustments
    
    
    TotalTotal revenues
    
    Ps.
    2,449,918
    
    
    Ps.
    139,899
    
    
    Ps.
    178,616
    
    
    Ps.
    421,034
    
    
    Ps.
    1,544,649
    
    
    Ps.
    (1,565,409
    )
    
    Ps.
    3,168,707Operating income (loss)
    
    
    356,192
    
    
    
    27,590
    
    
    
    2,549
    
    
    
    (19,307
    )
    
    
    1,016,673
    
    
    
    
    
    
    
    1,383,697Total assets
    
    
    10,746,482
    
    
    
    924,198
    
    
    
    1,252,538
    
    
    
    43,942
    
    
    
    19,434,765
    
    
    
    (15,027,331
    )
    
    
    17,374,594Capital expenditures
    
    
    497,988
    
    
    
    9,127
    
    
    
    15,877
    
    
    
    1,025
    
    
    
    411,755
    
    
    
    
    
    
    
    935,772Depreciation and
amortization
    
    
    390,589
    
    
    
    32,366
    
    
    
    46,997
    
    
    
    1,830
    
    
    
    129,731
    
    
    
    
    
    
    
    601,513
 Year ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Consolidation
    
    
    ConsolidationDecember 31, 2009
    
    Cancun
    
    
    Villahermosa
    
    
    Mérida
    
    
    Servicios
    
    
    Other
    
    
    Adjustments
    
    
    TotalTotal revenues
    
    Ps.
    2,421,840
    
    
    Ps.
    119,345
    
    
    Ps.
    182,177
    
    
    Ps.
    424,469
    
    
    Ps.
    868,616
    
    
    Ps.
    (885,263
    )
    
    Ps.
    3,131,184Operating income (loss)
    
    
    1,033,075
    
    
    
    10,989
    
    
    
    25,909
    
    
    
    7,250
    
    
    
    260,107
    
    
    
    
    
    
    
    1,337,330Total assets
    
    
    11,521,533
    
    
    
    879,072
    
    
    
    1,247,460
    
    
    
    31,864
    
    
    
    17,635,881
    
    
    
    (14,620,102
    )
    
    
    16,695,708Capital expenditures
    
    
    357,343
    
    
    
    46,121
    
    
    
    72,792
    
    
    
    336
    
    
    
    200,073
    
    
    
    
    
    
    
    676,665Depreciation and
amortization
    
    
    401,429
    
    
    
    33,805
    
    
    
    48,656
    
    
    
    1,686
    
    
    
    143,931
    
    
    
    
    
    
    
    629,507
 19. Differences between Mexican Financial Reporting Standards and US GAAP
   F - 43




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##### Table of Contents



For the year ended December 31,2007
    
    
    2008
    
    
    2009Reconciliation of net income:Net income as reported under
MFRS
    
    Ps.
    522,361
    
    
    Ps.
    1,049,469
    
    
    Ps.
    797,410US GAAP adjustments:(A) Amortization of airport concessions
    
    
    196,336
    
    
    
    196,336
    
    
    
    196,336(A) Amortization of rights to use airport facilities
    
    
    10,594
    
    
    
    10,341
    
    
    
    10,693(B) Amortization of Terminal 1 building
write-off reversal
    
    
    109
    
    
    
    109
    
    
    
    109(C) Contract termination fee on leasehold agreement
    
    
    16,526
    
    
    
    16,165
    
    
    
    10,766(D) Concession fee on leasehold agreement, net of
inflation effects (1)
    
    
    (14,531
    )
    
    
    6,186
    
    
    
    6,186(E) Tax on dividends, net
    
    
    (88,873
    )
    
    
    
    
    
    
    (10,711
    )(F) Deferred employees statutory profit sharing,
net of inflation effects (1)
    
    
    (120,593
    )
    
    
    (15,895
    )
    
    
    (2,227
    )(G) Deferred income taxes, net of
inflation effects (1)
    
    
    (662,816
    )
    
    
    (36,649
    )
    
    
    (77,479
    )(H) Deferred flat rate business tax, net of
inflation effects (1)
    
    
    398,161
    
    
    
    (6,453
    )
    
    
    (11,847
    )Total US GAAP adjustments
    
    
    (265,087
    )
    
    
    170,140
    
    
    
    121,826Net income under US GAAP
    
    Ps.
    257,274
    
    
    Ps.
    1,219,609
    
    
    Ps.
    919,236Basic and diluted earnings per share
    
    Ps.
    0.86
    
    
    Ps.
    4.07
    
    
    Ps.
    3.06
 (1)
    
    Net of inflation for the year ended December 31, 2007 only.  F - 44




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##### Table of Contents



As of December 31,2008
    
    
    2009Reconciliation of stockholders equity:Total stockholders equity reported under
MFRS
    
    Ps.
    14,954,996
    
    
    Ps.
    13,857,695US GAAP adjustments:(A) Airport concessions
    
    
    (7,819,192
    )
    
    
    (7,622,856
    )(A) Rights to use airport facilities
    
    
    (458,255
    )
    
    
    (447,562
    )(B) Terminal 1 write-off reversal
    
    
    (49,944
    )
    
    
    (49,835
    )(C) Contract termination fee on leasehold agreement
    
    
    (10,766
    )(D) Concession fee on lease hold agreement
    
    
    (12,359
    )
    
    
    (6,173
    )(F) Deferred employees statutory profit
sharing
    
    
    1,420
    
    
    
    (807
    )(G) Deferred income taxes
    
    
    1,655,649
    
    
    
    1,578,170(H) Deferred flat rate business tax
    
    
    391,708
    
    
    
    379,861Total US GAAP adjustments
    
    
    (6,301,739
    )
    
    
    (6,169,202
    )Total stockholders equity under US GAAP
    
    Ps.
    8,653,257
    
    
    Ps.
    7,688,493
  Balance at December 31, 2007
    
    Ps.
    8,033,648Net income
    
    
    1,219,609Dividends declared
    
    
    (600,000
    )Balance at December 31, 2008
    
    
    8,653,257Net income
    
    
    919,236Dividends declared
    
    
    (1,884,000
    )Balance at December 31, 2009
    
    Ps.
    7,688,493
  F - 45




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##### Table of Contents



As of December 31,2008
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    Ps.
    1,733,512
    
    
    Ps.
    876,922Other current assets
    
    
    877,512
    
    
    
    957,561Current deferred income tax asset
    
    
    4,725
    
    
    
    13,303Current dividend income tax asset
    
    
    290,387
    
    
    
    253,191Current deferred flat rate business tax
    
    
    20,901
    
    
    
    24,124Total current assets
    
    
    2,927,037
    
    
    
    2,125,101Improvements to concessioned assets, land,
machinery, furniture and equipment  net
    
    
    4,306,202
    
    
    
    4,639,582Airport concessions  net
    
    
    13,776
    
    
    
    5,237Rights to use airport facilities  net
    
    
    1,615,667
    
    
    
    1,560,081Noncurrent deferred employees statutory profit
sharing
    
    
    1,420
    
    
    
    1,614Noncurrent deferred income taxes
    
    
    845,264
    
    
    
    576,017Total assets
    
    Ps.
    9,709,366
    
    
    Ps.
    8,907,632Liabilities and Stockholders EquityCurrent liabilities:Other liabilities
    
    Ps.
    633,930
    
    
    Ps.
    183,140Bank loans current portion
    
    
    
    
    
    
    222,517Seniority premiums
    
    
    7,420
    
    
    
    9,659Total current liabilities
    
    
    641,350
    
    
    
    415,316Bank loans and financial derivatives
    
    
    
    
    
    
    329,836Deferred income taxes liability
    
    
    285,546
    
    
    
    292,108Deferred flat rate business tax liability
    
    
    129,213
    
    
    
    181,879Total liabilities
    
    
    1,056,109
    
    
    
    1,219,139Total stockholders equity
    
    
    8,653,257
    
    
    
    7,688,493Total liabilities and stockholders equity
    
    Ps.
    9,709,366
    
    
    Ps.
    8,907,632
  F - 46




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##### Table of Contents



For the years endedDecember 31,2007
    
    
    2008
    
    
    2009Net revenues
    
    Ps.
    2,771,216
    
    
    Ps.
    3,174,893
    
    
    Ps.
    3,137,370Cost of services (1)
    
    
    (862,827
    )
    
    
    (825,997
    )
    
    
    (790,789
    )General and administrative
expenses (1)
    
    
    (104,019
    )
    
    
    (114,159
    )
    
    
    (121,708
    )Depreciation and amortization
    
    
    (317,256
    )
    
    
    (378,561
    )
    
    
    (411,603
    )Other expenses
    
    
    (233,624
    )
    
    
    (268,971
    )
    
    
    (269,461
    )Operating expenses
    
    
    (1,517,726
    )
    
    
    (1,587,688
    )
    
    
    (1,593,561
    )Operating income
    
    
    1,253,490
    
    
    
    1,587,205
    
    
    
    1,543,809Net comprehensive financing income
    
    
    14,367
    
    
    
    174,273
    
    
    
    20,156Tax expense (2)
    
    
    (1,010,583
    )
    
    
    (541,869
    )
    
    
    (644,729
    )Net income
    
    Ps.
    257,274
    
    
    Ps.
    1,219,609
    
    
    Ps.
    919,236
 (1)
    
    Exclusive of depreciation and amortization.(2)
    
    Consists of asset tax, tax on dividends, income taxes and flat rate business tax. (A) Airport concessions, rights to use airport facilities and environmental liabilities
    (Expressed in thousands of Mexican Pesos)Year
    
    Concession
    
    
    Rights to use airport facilities2010
    
    
    5,221
    
    
    
    52,9392011
    
    
    
    
    
    
    52,2472012
    
    
    
    
    
    
    51,8482013
    
    
    
    
    
    
    51,7792014
    
    
    
    
    
    
    50,862
  F - 47




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##### Table of Contents



(B) Terminal 1 building write-off reversal
   (C) Contract termination fee on leasehold agreements
  (D) Concession fee on leasehold agreement
  (E) Tax on dividends
   F - 48




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##### Table of Contents



(F) Deferred Employees Statutory Profit Sharing (PTU)
     (G) Deferred income taxes
    F - 49




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##### Table of Contents



As of December 31,2008
    
    
    2009Current deferred income asset tax:Accrued liabilities
    
    Ps.
    5,880
    
    
    Ps.
    5,122Tax paid on dividends
    
    
    290,387
    
    
    
    253,191Tax loss carryforwards
    
    
    
    
    
    
    42,939Prepaids and other current liabilities
    
    
    
    
    
    
    54,340Less: Current valuation allowance
    
    
    (1,155
    )
    
    
    (89,098
    )Net current deferred income asset tax
    
    Ps.
    295,112
    
    
    Ps.
    266,494Noncurrent deferred income asset tax:Tax paid on dividends
    
    
    88,873
    
    
    Ps.
    191,130Tax loss carryforwards
    
    Ps.
    533,396
    
    
    Ps.
    142,113Others
    
    
    4,590
    
    
    
    2,069626,859
    
    
    
    335,312Less: Noncurrent valuation allowance
    
    
    (224,317
    )
    
    
    (152,826
    )Noncurrent deferred asset tax
    
    
    402,542
    
    
    
    182,486Noncurrent deferred income tax liability:Fixed assets
    
    
    (283,559
    )
    
    
    (290,227
    )Other deferred assets
    
    
    (1,987
    )
    
    
    (1,881
    )Noncurrent deferred tax liability
    
    
    (285,546
    )
    
    
    (292,108
    )Net noncurrent deferred asset (liability) tax
    
    
    116,996
    
    
    
    (109,622
    )Total net deferred asset (liability) tax
    
    
    412,108
    
    
    
    156,872Recoverable asset tax
    
    
    442,722
    
    
    
    393,531Net deferred income asset tax under US GAAP
    
    
    854,830
    
    
    
    550,403Net deferred income tax liability under MFRS
    
    
    800,819
    
    
    
    1,027,767Net deferred income tax US GAAP adjustments
to the net deferred income tax liability
    
    Ps.
    1,655,649
    
    
    Ps.
    1,578,170
  F - 50




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##### Table of Contents



(H) Deferred flat rate business tax
   As of December 31,2008
    
    
    2009Deferred IETU tax asset:Accrued liabilities
    
    Ps.
    20,901
    
    
    Ps.
    24,124Deferred IETU liability:Fixed assets
    
    Ps.
    (111,646
    )
    
    Ps.
    (151,597
    )Others
    
    
    (17,567
    )
    
    
    (30,282
    )(129,213
    )
    
    
    (181,879
    )Net deferred IETU tax liability under US GAAP
    
    Ps.
    (108,312
    )
    
    Ps.
    (157,755
    )Net deferred IETU tax liability under Mexican
FRS
    
    
    (500,020
    )
    
    
    (537,616
    )Net deferred IETU US GAAP adjustments
    
    Ps.
    391,708
    
    
    Ps.
    379,861
  F - 51




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##### Table of Contents



(I) Cash and cash equivalents
   (J) Restructure, contract termination fees and loss on natural disaster
  (K) Other liabilities
  December 31,2008
    
    
    2009Taxes payable
    
    Ps.
    453,290
    
    
    Ps.
    39,610Concession fees
    
    
    45,421
    
    
    
    24,501Due To Shareholder  ITA
    
    
    23,411
    
    
    
    23,443Other accounts payable
    
    
    89,426
    
    
    
    81,266Account payable supplier
    
    
    10,022
    
    
    
    8,145Other
    
    
    12,360
    
    
    
    6,175Total
    
    Ps.
    633,930
    
    
    Ps.
    183,140
  F - 52




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##### Table of Contents



(L) Supplemental Cash Flow Information
  For the years endedDecember 31,2007
    
    
    2008
    
    
    2009Operating activities:Net income under US GAAP
    
    Ps.
    257,274
    
    
    Ps.
    1,219,609
    
    
    Ps.
    919,236Adjustments to reconcile net income to
cash flows provided by operating activities:Allowance for doubtful accounts
    
    
    
    
    
    
    8,492
    
    
    
    7,373Loss from monetary position
    
    
    92,950Asset tax, tax on dividends and deferred
income taxes
    
    
    919,603
    
    
    
    446,311
    
    
    
    469,176Deferred employees statutory profit sharing
    
    
    119,185
    
    
    
    15,895
    
    
    
    (194
    )Deferred flat rate business tax
    
    
    90,980
    
    
    
    95,558
    
    
    
    175,554Depreciation and amortization
    
    
    317,255
    
    
    
    378,561
    
    
    
    411,602Other provisions
    
    
    63,127
    
    
    
    23,411
    
    
    
    23,443Restoration cost for natural disasters
    
    
    2,385Changes in operating assets and liabilities:Trade receivables
    
    
    (43,874
    )
    
    
    (134,151
    )
    
    
    (146,997
    )Recoverable taxes and other current assets
    
    
    (198,045
    )
    
    
    (618,225
    )
    
    
    44,378Trade accounts payable
    
    
    23,209
    
    
    
    274,970
    
    
    
    (471,524
    )Payments of tax on dividends
    
    
    (88,873
    )
    
    
    (351,262
    )
    
    
    (191,130
    )Accrued expenses and other payables
    
    
    82,292
    
    
    
    (15,582
    )
    
    
    2,185Cash flows provided by operating activities
    
    
    1,637,468
    
    
    
    1,343,587
    
    
    
    1,243,102Investing activities:Proceeds from short-term investments
    
    
    409,012
    
    
    
    55,022Purchases of short-term investments
    
    
    (51,062
    )
    
    
    
    
    
    
    (84,482
    )Purchase of other rights and machinery
furniture and equipment
    
    
    (722,200
    )
    
    
    (935,772
    )
    
    
    (676,665
    )Cash flows used in investing
activities
    
    
    (364,250
    )
    
    
    (880,750
    )
    
    
    (761,147
    )Financing activities:Bank loans received
    
    
    
    
    
    
    
    
    
    
    545,455Payment of dividends
    
    
    (231,249
    )
    
    
    (600,000
    )
    
    
    (1,884,000
    )Cash flows used in financing activities
    
    
    (231,249
    )
    
    
    (600,000
    )
    
    
    (1,338,545
    )Effects of inflation on cash and cash equivalents
    
    
    (31,151
    )Increase (decrease) in cash and cash equivalents
    
    
    1,010,818
    
    
    
    (137,163
    )
    
    
    (856,590
    )Cash and cash equivalents at beginning of period
    
    
    859,857
    
    
    
    1,870,675
    
    
    
    1,733,512Cash and cash equivalents at end of period
    
    Ps.
    1,870,675
    
    
    Ps.
    1,733,512
    
    
    Ps.
    876,922Supplemental cash disclosures:Asset tax
    
    Ps.
    81,887Tax on dividends
    
    
    88,873
    
    
    Ps.
    351,262
    
    
    Ps.
    191,130Flat rate business tax
    
    
    
    
    
    
    75,943
    
    
    
    142,684Current income tax
    
    
    
    
    
    
    103,023
    
    
    
    116,617
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##### Table of Contents



(M) Derivative financial instruments and hedging
    December 31, 2009Derivatives not
    
    Balance Sheet
    
    Notional
    
    
    Carrying
    
    
    Maturityaccounted for as hedges
    
    Location
    
    Amount
    
    
    Value
    
    
    DateAssets:Forwards(a)
    
    Accrued expenses and other payables
    
    US$
    21.7
    
    
    Ps.
    147
    
    
    
    2010Derivatives notaccounted for as hedges
    
    December 31, 2009Liabilities:Interest Rate Swaps
    
    Bank loans
    
    Ps.
    250,000
    
    
    Ps.
    1,105
    
    
    
    2012Interest Rate Swaps
    
    Bank loans
    
    Ps.
    100,0000
    
    
    Ps.
    259
    
    
    
    2012Interest Rate Swaps
    
    Bank loans
    
    Ps.
    250,000
    
    
    Ps.
    1,199
    
    
    
    2012
  F - 54




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##### Table of Contents



(N) Fair Value Measurements
   
    
    Level 1  Unadjusted
quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
    
    Level 2  Inputs that are observable, either directly or indirectly, but do not qualify as Level
1 inputs (i.e., quoted prices for similar assets or liabilities);
    
    Level 3  Prices or valuation techniques that require inputs that are both significant to the
fair value measurement and unobservable (i.e., supported by little or no market activity).
  F - 55




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##### Table of Contents



Asset and Liabilities Measured at Fair Value on a Recurring Basis
 December 31, 2009Quoted
    
    
    Internal
    
    
    Internalprices in
    
    
    models
    
    
    modelsactive
    
    
    with
    
    
    Withmarkets
    
    
    significant
    
    
    significantBalance as of
    
    
    for identical
    
    
    observable
    
    
    unobservableDecember 31,
    
    
    assets
    
    
    inputs
    
    
    inputs2009
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Assets:Forwards
    
    Ps.
    147
    
    
    
    
    
    
    Ps.
    147
    
    
    Ps.Liabilities:Derivatives
financial
instruments
    
    Ps.
    2,563
    
    
    Ps.
    
    
    
    Ps.
    2,563
    
    
    Ps.Total
    
    Ps.
    2,416
    
    
    Ps.
    
    
    
    Ps.
    2,416
    
    
    Ps.
   C.P.C. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S. A. B. de C. V.
  F - 56