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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, 2006
 Commission File Number: 1-15132
 Grupo
Aeroportuario del Sureste, S.A.B. de C.V.
  Southeast Airport Group
    
    United Mexican States(Translation of registrants name into English)
    
    (Jurisdiction of incorporation or organization)
 Bosque
de Alisos No. 47A  4 th Floor
Bosques de las Lomas
05120 México, D.F.
Mexico
 Securities registered or to be registered pursuant to Section 12(b) of the Act:
 Name of each exchangeTitle of each class:
    
    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. Securities registered or to be registered pursuant to Section 12(g) of the Act:
 None
 Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
 N/A
 Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual
report:
 Series B
shares, without par
value: 255,000,000
 Series BB
shares, without par value: 45,000,000
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act.
 Yes þ No o
 If this report is an annual or transition report, indicate by check mark if the registrant is not
required to file reports pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934.
 Yes o No þ
 NoteChecking the box above will not relieve any registrant required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those
Sections.
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and (2) has been subject
to such filing requirements for the past 90 days.
 Yes þ No o
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
 Large accelerated filer þ Accelerated filer o      Non-accelerated filer o
 Indicate by check mark which financial statement item the registrant has elected to follow:
 Item 17 o Item 18 þ
 If this is an annual report, indicate by check mark whether the registrant is a shell company (as
defined by Rule 12b-2 of the Exchange Act).
 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
    
    
    5Risk Factors
    
    
    6Forward Looking Statements
    
    
    23Item 4. Information on the Company
    
    
    23History and Development of the Company
    
    
    23Business Overview
    
    
    28Regulatory Framework
    
    
    45Organizational Structure
    
    
    61Property, Plant, And Equipment
    
    
    61Item 4A.
Unresolved Staff Comments
    
    
    62Item 5. Operating and Financial Review and Prospects
    
    
    62Item 6. Directors, Senior Management and Employees
    
    
    86Item 7. Major Shareholders and Related Party Transactions
    
    
    98Major Shareholders
    
    
    98Related Party Transactions
    
    
    99Item 8. Financial Information
    
    
    100Dividends
    
    
    101Item 9. The Offer and Listing
    
    
    103Trading on the Mexican Stock Exchange
    
    
    103Item 10. Additional Information
    
    
    104Material Contracts
    
    
    121Exchange Controls
    
    
    121Taxation
    
    
    121Documents On Display
    
    
    126Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    127Item 12. Description of Securities Other Than Equity Securities
    
    
    127Item 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    128Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
    
    
    128Item 15. Controls and Procedures
    
    
    128Item 16. Reserved
    
    
    129Item 16A. Audit Committee Financial Expert
    
    
    129Item 16B. Code of Ethics
    
    
    129Item 16C. Principal Accountant Fees and Services
    
    
    130
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Item 16D. Exemptions from the Listing Standards for Audit Committees
    
    
    130Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
    
    
    130Item 17. Financial Statements
    
    
    131Item 18. Financial Statements
    
    
    131Item 19. Exhibits
    
    
    132Consolidated Audited Financial Statements
    
    
    F-iEX-1.1: AMENDED AND RESTATED BY-LAWSEX-3.2: AMENDMENT TO TRUST AGREEMENTEX-4.4: AMENDMENT TO PARTICIPATION AGREEMENTEX-12.1: CERTIFICATIONEX-12.2: CERTIFICATIONEX-13.1: CERTIFICATIONSEX-15.1: ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
  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
 Banco de Mexico




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2




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Year ended December 31,2002
    
    2003
    
    2004
    
    2005
    
    2006(in thousands of constant Mexican pesos as of December 31, 2006)(1)
    
    
    
    
    
    (thousands ofdollars)(2)Income statement data:Mexican NIF:Revenues:Aeronautical services(3)
    
    Ps.
    1,187,630
    
    
    Ps.
    1,318,613
    
    
    Ps.
    1,602,630
    
    
    Ps.
    1,520,152
    
    
    Ps.
    1,587,904
    
    
    $
    146,870Non-aeronautical services(4)
    
    
    271,316
    
    
    
    340,181
    
    
    
    521,961
    
    
    
    627,308
    
    
    
    651,057
    
    
    
    60,218Total revenues
    
    
    1,458,946
    
    
    
    1,658,794
    
    
    
    2,124,591
    
    
    
    2,147,460
    
    
    
    2,238,961
    
    
    
    207,088Operating expenses:Costs of services
    
    
    (404,451
    )
    
    
    (418,176
    )
    
    
    (502,494
    )
    
    
    (558,116
    )
    
    
    (620,036
    )
    
    
    (57,349
    )Technical assistance fee(5)
    
    
    (44,011
    )
    
    
    (52,168
    )
    
    
    (71,991
    )
    
    
    (69,123
    )
    
    
    (71,037
    )
    
    
    (6,570
    )Concession fee(6)
    
    
    (72,905
    )
    
    
    (82,910
    )
    
    
    (106,189
    )
    
    
    (107,373
    )
    
    
    (111,804
    )
    
    
    (10,341
    )General and administrative expenses
    
    
    (125,817
    )
    
    
    (136,865
    )
    
    
    (113,710
    )
    
    
    (129,384
    )
    
    
    (118,628
    )
    
    
    (10,972
    )Depreciation and amortization
    
    
    (394,077
    )
    
    
    (401,089
    )
    
    
    (429,597
    )
    
    
    (451,674
    )
    
    
    (487,788
    )
    
    
    (45,117
    )Operating income
    
    
    417,685
    
    
    
    567,586
    
    
    
    900,610
    
    
    
    831,790
    
    
    
    829,668
    
    
    
    76,739Net comprehensive financing (cost)
income
    
    
    31,951
    
    
    
    27,386
    
    
    
    (30,866
    )
    
    
    23,669
    
    
    
    15,214
    
    
    
    1,407Income before taxes, employees
statutory profit sharing and
extraordinary items
    
    
    449,636
    
    
    
    594,972
    
    
    
    869,744
    
    
    
    855,459
    
    
    
    844,882
    
    
    
    78,146Provision for income taxes and
employees statutory profit sharing
    
    
    (180,768
    )
    
    
    (262,325
    )
    
    
    (198,053
    )
    
    
    (260,115
    )
    
    
    (301,113
    )
    
    
    (27,851
    )Income before extraordinary items
    
    
    268,868
    
    
    
    332,647
    
    
    
    671,691
    
    
    
    595,344
    
    
    
    543,769
    
    
    
    50,295Extraordinary items
    
    
    (9,812
    )
    
    
    (20,267
    )
    
    
    (19,046
    )
    
    
    (9,327
    )
    
    
    (15,654
    )
    
    
    (1,448
    )Net income
    
    
    259,056
    
    
    
    312,380
    
    
    
    652,645
    
    
    
    586,017
    
    
    
    528,115
    
    
    
    48,847Basic and diluted earnings per share
    
    
    0.86
    
    
    
    1.04
    
    
    
    2.18
    
    
    
    1.95
    
    
    
    1.76
    
    
    
    0.16Basic and diluted earnings per ADS
(unaudited)(7)
    
    
    8.64
    
    
    
    10.41
    
    
    
    21.75
    
    
    
    19.53
    
    
    
    17.60
    
    
    
    1.63U.S. GAAP:Revenues
    
    
    1,458,946
    
    
    
    1,658,794
    
    
    
    2,124,591
    
    
    
    2,147,460
    
    
    
    2,235,092
    
    
    
    206,731Operating income
    
    
    497,256
    
    
    
    650,427
    
    
    
    903,964
    
    
    
    789,862
    
    
    
    830,997
    
    
    
    76,862Net income (loss)
    
    
    (406,723
    )
    
    
    304,729
    
    
    
    267,153
    
    
    
    470,261
    
    
    
    415,961
    
    
    
    38,474Basic and diluted earnings per share
    
    
    (1.36
    )
    
    
    1.02
    
    
    
    0.89
    
    
    
    1.57
    
    
    
    1.39
    
    
    
    0.13Basic and diluted earnings per ADS
(unaudited)(7)
    
    
    (13.56
    )
    
    
    10.16
    
    
    
    8.91
    
    
    
    15.68
    
    
    
    13.87
    
    
    
    1.28Dividends per share(8)
    
    
    1.88
    
    
    
    0.59
    
    
    
    0.63
    
    
    
    0.67
    
    
    
    0.70
    
    
    
    0.06Other Operating Data (Unaudited):Total passengers (thousands of
passengers)
    
    
    10,996.6
    
    
    
    12,190.0
    
    
    
    13,897.1
    
    
    
    13,321.3
    
    
    
    13,779.9
    
    
    
    13,779.9Total air traffic movements (thousands
of movements)
    
    
    194.9
    
    
    
    198.0
    
    
    
    219.8
    
    
    
    209.9
    
    
    
    220.5
    
    
    
    220.5Total revenues per passenger (in pesos
or dollars)
    
    
    132.7
    
    
    
    136.1
    
    
    
    152.9
    
    
    
    161.2
    
    
    
    162.5
    
    
    
    15.0
 3




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As of and for the year ended December 31,2002
    
    
    2003
    
    
    2004
    
    
    2005
    
    
    2006(in thousands of constant Mexican pesos as of December 31, 2006)(1)
    
    
    
    
    
    
    (thousands ofdollars)(2)Balance Sheet Data:Mexican NIF:Cash and marketable securities
    
    Ps.
    584,267
    
    
    Ps.
    803,442
    
    
    Ps.
    1,250,811
    
    
    Ps.
    1,595,743
    
    
    Ps.
    1,241,678
    
    
    $
    114,847Total current assets
    
    
    849,950
    
    
    
    1,155,653
    
    
    
    1,543,010
    
    
    
    1,933,931
    
    
    
    1,640,690
    
    
    
    151,753Airport concessions, net
    
    
    8,939,377
    
    
    
    8,690,595
    
    
    
    8,441,814
    
    
    
    8,193,031
    
    
    
    7,944,154
    
    
    
    734,781Rights to use airport facilities, net
    
    
    2,470,923
    
    
    
    2,386,955
    
    
    
    2,309,871
    
    
    
    2,183,373
    
    
    
    2,165,316
    
    
    
    200,277Total assets
    
    
    13,269,308
    
    
    
    13,552,213
    
    
    
    14,036,374
    
    
    
    14,633,450
    
    
    
    14,941,401
    
    
    
    1,381,979Current liabilities
    
    
    144,431
    
    
    
    176,365
    
    
    
    206,148
    
    
    
    367,164
    
    
    
    245,341
    
    
    
    22,692Total liabilities
    
    
    602,320
    
    
    
    717,982
    
    
    
    782,993
    
    
    
    1,079,753
    
    
    
    1,156,300
    
    
    
    106,950Capital Stock
    
    
    12,335,507
    
    
    
    12,335,507
    
    
    
    12,335,507
    
    
    
    12,335,507
    
    
    
    12,335,507
    
    
    
    1,140,951Net equity/stockholders equity
    
    
    12,666,988
    
    
    
    12,834,231
    
    
    
    13,253,381
    
    
    
    13,553,697
    
    
    
    13,785,101
    
    
    
    1,140,951U.S. GAAP:Cash and cash equivalents
    
    
    517,132
    
    
    
    490,328
    
    
    
    1,023,649
    
    
    
    1,117,236
    
    
    
    828,706
    
    
    
    76,650Total current assets
    
    
    849,950
    
    
    
    1,155,652
    
    
    
    1,543,010
    
    
    
    1,979,655
    
    
    
    1,664,500
    
    
    
    153,960Airport concessions, net
    
    
    269,775
    
    
    
    208,581
    
    
    
    149,009
    
    
    
    89,448
    
    
    
    29,796
    
    
    
    2,756Rights to use airport facilities
    
    
    1,937,925
    
    
    
    1,874,951
    
    
    
    1,815,827
    
    
    
    1,706,238
    
    
    
    1,655,139
    
    
    
    153,089Total assets
    
    
    7,181,713
    
    
    
    7,338,586
    
    
    
    7,447,822
    
    
    
    7,885,714
    
    
    
    7,974,239
    
    
    
    737,563Total liabilities
    
    
    145,198
    
    
    
    173,779
    
    
    
    205,874
    
    
    
    373,494
    
    
    
    256,721
    
    
    
    23,745Capital Stock
    
    
    6,736,070
    
    
    
    6,736,070
    
    
    
    6,736,070
    
    
    
    6,736,070
    
    
    
    6,736,070
    
    
    
    623,041Net equity/stockholders equity
    
    
    7,036,515
    
    
    
    7,164,807
    
    
    
    7,241,948
    
    
    
    7,512,220
    
    
    
    7,717,518
    
    
    
    713,818Cash Flow Data:Mexican NIF:Resources provided by operating
activities
    
    
    659,975
    
    
    
    742,604
    
    
    
    1,207,267
    
    
    
    1,288,464
    
    
    
    1,031,626
    
    
    
    95,418Resources used in financing
activities
    
    
    (856,341
    )
    
    
    (145,139
    )
    
    
    (233,496
    )
    
    
    (285,702
    )
    
    
    (296,711
    )
    
    
    (27,444
    )Resources used in investing
activities
    
    
    (311,724
    )
    
    
    (378,292
    )
    
    
    (526,401
    )
    
    
    (657,830
    )
    
    
    (1,088,980
    )
    
    
    (100,723
    )Increase in cash and marketable
securities
    
    
    (508,090
    )
    
    
    219,173
    
    
    
    447,370
    
    
    
    344,932
    
    
    
    (354,065
    )
    
    
    (32,749
    )U.S. GAAP:Cash flow provided by operating
activities
    
    
    693,228
    
    
    
    822,864
    
    
    
    1,131,379
    
    
    
    1,253,433
    
    
    
    1,043,218
    
    
    
    96,491Cash flow used in financing
activities
    
    
    (856,341
    )
    
    
    (267,278
    )
    
    
    (259,435
    )
    
    
    (285,702
    )
    
    
    (296,711
    )
    
    
    (27,444
    )Cash flow (used in) provided by
investing activities
    
    
    139
    
    
    
    (626,838
    )
    
    
    (353,866
    )
    
    
    (841,129
    )
    
    
    (991,516
    )
    
    
    (91,709
    )Effect of inflation on cash and cash
equivalents
    
    
    (11,639
    )
    
    
    44,447
    
    
    
    15,245
    
    
    
    (33,015
    )
    
    
    (43,521
    )
    
    
    (4,025
    )Increase (decrease) in cash and cash
equivalents
    
    
    (174,613
    )
    
    
    (26,805
    )
    
    
    533,323
    
    
    
    93,587
    
    
    
    (288,530
    )
    
    
    (26,687
    )
 
 (1)
    
    Per share peso amounts are expressed in pesos (not thousands of pesos).(2)
    
    Translated into dollars at the rate of Ps. 10.8116 per U.S. dollar, the Mexican
Central Bank exchange rate for Mexican pesos at January 2, 2007. Per share 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.(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)
    
    Based on the ratio of 10 Series B shares per ADS.(8)
    
    Income tax was payable on the dividends because the distribution was not made from
our after-tax earnings account.(9)
    
    Shares outstanding for all periods presented were 300,000,000. 4




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EXCHANGE RATES
  Exchange RateYear Ended December 31,
    
    High
    
    Low
    
    Period End
    
    Average(1)2002
    
    
    10.43
    
    
    
    9.00
    
    
    
    10.43
    
    
    
    9.752003
    
    
    11.41
    
    
    
    10.11
    
    
    
    11.24
    
    
    
    10.852004
    
    
    11.64
    
    
    
    10.81
    
    
    
    11.15
    
    
    
    11.312005
    
    
    11.41
    
    
    
    10.41
    
    
    
    10.63
    
    
    
    10.892006
    
    
    11.46
    
    
    
    10.43
    
    
    
    10.80
    
    
    
    10.90December 2006
    
    
    10.99
    
    
    
    10.77
    
    
    
    10.80
    
    
    
    10.852007:January 2007
    
    
    11.09
    
    
    
    10.77
    
    
    
    11.04
    
    
    
    10.96February 2007
    
    
    11.16
    
    
    
    10.92
    
    
    
    11.16
    
    
    
    11.00March 2007
    
    
    11.18
    
    
    
    11.01
    
    
    
    11.04
    
    
    
    11.11April 2007
    
    
    11.03
    
    
    
    10.92
    
    
    
    10.93
    
    
    
    10.98May 2007
    
    
    10.93
    
    
    
    10.74
    
    
    
    10.74
    
    
    
    10.82
 
 (1)
    
    Average of month-end rates or daily rates, as applicable.Source:
    
    Federal Reserve noon buying rate.    5




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RISK FACTORS
 Risks Related to Our Operations
 Hurricanes and other natural disasters have adversely affected our business and could continue to
do so in the future.
    6




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Our business is highly dependent upon revenues from Cancun 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.
  Security enhancements following the events of September 11, 2001 have resulted in increased
costs and may expose us to greater liability.
   7




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International events could have a negative impact on international air travel and our business.
   8




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Our revenues are highly dependent on levels of air traffic, which depend in part on factors beyond
our control.
  Increases in international petroleum prices could reduce demand for air travel.
  Our business is highly dependent upon the operations of Mexico City International Airport.
  Competition from other tourist destinations could adversely affect our business.
  9




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The loss of one or more of our key customers could result in a loss of a significant amount of our
revenues.
   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.
  10




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The operations of our airports may be disrupted due to the actions of third parties, which are
beyond our control.
  Our business could be adversely affected by a downturn in the U.S. economy.
   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.
   11




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Some of our board members and stockholders have business relationships that may generate conflicts
of interest.
  Our operations are at greater risk of disruption due to the dependence of most of our airports on a
single commercial runway.
   12




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##### Table of Contents



We are exposed to risk related to construction projects.
  We are exposed to risks inherent to the operation of airports.
  Our insurance policies may not provide sufficient coverage against all liabilities.
  Changes to Mexican laws, regulations and decrees applicable to us could have a material
adverse impact on our results of operations.
  13




---



##### Table of Contents



Risks Related to the Regulation of Our Business
 Our concessions may be terminated under various circumstances, some of which are beyond our
control.
  rescate rescate rescate rescate
 requisa daños y perjuicios valor real
 14




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##### Table of Contents



daños perjuicios
 rescate
 The Mexican government could grant new concessions that compete with our airports, including the
Cancun International Airport.
  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.
  15




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##### Table of Contents



We cannot predict how the regulations governing our business will be applied.
   The price regulatory system applicable to our airports does not guarantee that our consolidated
results of operations, or that the results of operations of any airport, will be profitable.
   16




---



##### 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.
  17




---



##### Table of Contents

================================================================================

Our results of operations may be adversely affected by required efficiency adjustments to our
maximum rates.
  Risks Related to Mexico
 Economic developments in Mexico may adversely affect our business and results of operations.
  Mexico has experienced adverse economic conditions.
    18




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##### Table of Contents



Depreciation or fluctuation of the peso relative to the U.S. dollar could adversely affect our
results of operations and financial condition.
     Political conditions in Mexico could materially and adversely affect Mexican economic policy and,
in turn, our operations.
  19




---



##### 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.
  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.
  20




---



##### Table of Contents



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.
  Risks Related to Our ADSs
 You may not be entitled to participate in future preemptive rights offerings.
    21




---



##### Table of Contents



Holders of ADSs are not entitled to attend shareholders meetings, and they may only vote through
the depositary.
  22




---



##### Table of Contents



FORWARD LOOKING STATEMENTS
  
    
    projections of operating revenues, net income (loss),
net income (loss) per share, capital expenditures,
dividends, capital structure or other financial items or
ratios,
    
    statements of our plans, 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
 23




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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. Please see
Item 7. Major Shareholders and Related Party
TransactionsMajor ShareholdersTender Offer by Fernando
Chico Pardo),
    
    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
 24




---



##### Table of Contents



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.
    ,
 25




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26




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##### Table of Contents



Master Development Programs
   Committed Investments
 Year ended December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    Total(thousands of pesos)(1)Cancun(2)
    
    Ps.
    334,960
    
    
    Ps.
    432,206
    
    
    Ps.
    847,797
    
    
    Ps.
    1,052,919
    
    
    Ps.
    83,298
    
    
    Ps.
    2,751,180Merida
    
    
    25,184
    
    
    
    27,710
    
    
    
    46,255
    
    
    
    31,188
    
    
    
    2,321
    
    
    
    132,658Cozumel
    
    
    10,598
    
    
    
    68,984
    
    
    
    12,442
    
    
    
    16,280
    
    
    
    10,828
    
    
    
    119,132Villahermosa
    
    
    47,407
    
    
    
    63,602
    
    
    
    6,360
    
    
    
    11,892
    
    
    
    1,303
    
    
    
    130,564Oaxaca
    
    
    21,502
    
    
    
    21,150
    
    
    
    10,257
    
    
    
    6,624
    
    
    
    4,829
    
    
    
    64,362Veracruz
    
    
    25,161
    
    
    
    21,287
    
    
    
    11,616
    
    
    
    11,205
    
    
    
    1,496
    
    
    
    70,765Huatulco
    
    
    9,820
    
    
    
    5,450
    
    
    
    3,990
    
    
    
    6,816
    
    
    
    52,560
    
    
    
    78,636Tapachula
    
    
    20,202
    
    
    
    4,447
    
    
    
    9,217
    
    
    
    8,158
    
    
    
    801
    
    
    
    42,825Minatitlan
    
    
    10,559
    
    
    
    6,156
    
    
    
    4,838
    
    
    
    2,023
    
    
    
    3,062
    
    
    
    26,638Total
    
    Ps.
    505,393
    
    
    Ps.
    650,992
    
    
    Ps.
    952,772
    
    
    Ps.
    1,147,105
    
    
    Ps.
    160,498
    
    
    Ps.
    3,416,760
 
 (1)
    
    Expressed in adjusted pesos as of December 31, 2006 based on the Mexican construction price
index in accordance with the terms of our master development plan.(2)
    
    The master development plan for Cancun airport was modified in the fourth quarter of 2005 to
reflect our decision to build a new terminal rather than implement extensive expansion and
remodeling of existing terminals, and to reflect an accelerated timetable for the construction
of a second runway once the necessary land to construct it is received from the government.
The Ministry of Communications and Transportation approved the modified plan and recognized
Ps. 1,433 million in investments as of December 31, 2006. 27




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##### Table of Contents



Capital Expenditures
 Year ended December 31,
    

(thousands
of pesos)(1)2004
    
    Ps.
    442,9372005
    
    
    715,0102006(2)
    
    
    1,040,633
 
 (1)
    
    Expressed in constant pesos with purchasing power as of December 31, 2006.(2)
    
    Does not include the Ps. 48.3 million in connection with
the re-opening of Terminal 1 at the Cancun airport.   
 BUSINESS OVERVIEW
    28




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##### Table of Contents



Aeronautical Services
  2004
    
    
    2005
    
    
    2006(thousands of pesos)Revenues:Aeronautical Services
    
    Ps.
    1,602,630
    
    
    Ps.
    1,520,152
    
    
    Ps.
    1,587,904Non-Aeronautical Services
    
    
    521,961
    
    
    
    627,308
    
    
    
    651,057Total
    
    Ps.
    2,124,591
    
    
    Ps.
    2,147,460
    
    
    Ps.
    2,238,961
   Passenger Charges
  29




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Aircraft Landing and Parking Charges, Passenger Walkway Charges and Airport Security Charges
   Non-aeronautical Services
 General
  30




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Commercial Activities
     31




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Access Charges
   32




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Automobile Parking and Ground Transport
   Airport Security
    
    
    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,
 33




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##### Table of Contents




    
    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
  Our Airports
   34




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##### Table of Contents



Passengers by Flight Origin or Destination (1)
 Percentage ofRegion
    
    2002
    
    2003
    
    2004
    
    2005
    
    2006
    
    Total 2006Mexico(2)
    
    
    4,814
    
    
    
    5,309
    
    
    
    5,620
    
    
    
    5,493
    
    
    
    6,016
    
    
    
    43.7
    %United States
    
    
    4,438
    
    
    
    4,925
    
    
    
    5,928
    
    
    
    5,580
    
    
    
    5,301
    
    
    
    38.5
    %Europe
    
    
    790
    
    
    
    985
    
    
    
    1,265
    
    
    
    1,201
    
    
    
    1,354
    
    
    
    9.8
    %Canada
    
    
    632
    
    
    
    712
    
    
    
    805
    
    
    
    767
    
    
    
    851
    
    
    
    6.2
    %Latin America
    
    
    315
    
    
    
    256
    
    
    
    279
    
    
    
    280
    
    
    
    255
    
    
    
    1.8
    %Asia and others
    
    
    8
    
    
    
    3
    
    
    
    0
    
    
    
    0
    
    
    
    3
    
    
    
    0.0
    %Total
    
    
    10,997
    
    
    
    12,190
    
    
    
    13,897
    
    
    
    13,321
    
    
    
    13,780
    
    
    
    100
    %
 
 (1)
    
    Figures exclude passengers in transit and private aviation passengers.(2)
    
    Figures include domestic flights taken by international passengers; in 2006, such flights accounted for 1.8%.   Airport Traffic
 Year ended December 31,2002
    
    2003
    
    2004
    
    2005
    
    2006Passengers:Total
    
    
    10,996.6
    
    
    
    12,190.0
    
    
    
    13,897.3
    
    
    
    13,321.3
    
    
    
    13,779.9Air traffic movements:(1)Total
    
    
    194.9
    
    
    
    198.0
    
    
    
    219.8
    
    
    
    209.9
    
    
    
    220.5
 
 (1)
    
    Includes landings and departures, in thousands. Air traffic movement data include the Cancun
charter terminal for all periods, because ASUR earned landing fees from all landings
regardless of the terminal used. 35




---



##### Table of Contents



Passenger Traffic
 Year ended December 31,2002
    
    2003
    
    2004
    
    2005
    
    2006Cancun
    
    
    7,718.0
    
    
    
    8,684.2
    
    
    
    10,010.7
    
    
    
    9,301.5
    
    
    
    9,728.1Merida
    
    
    849.6
    
    
    
    899.6
    
    
    
    931.1
    
    
    
    1,021.9
    
    
    
    1,007.2Cozumel
    
    
    445.9
    
    
    
    455.8
    
    
    
    584.4
    
    
    
    486.6
    
    
    
    370.7Villahermosa
    
    
    499.1
    
    
    
    599.7
    
    
    
    673.3
    
    
    
    717.4
    
    
    
    725.0Oaxaca
    
    
    433.2
    
    
    
    461.0
    
    
    
    543.2
    
    
    
    563.7
    
    
    
    495.6Veracruz
    
    
    479.6
    
    
    
    514.6
    
    
    
    563.5
    
    
    
    579.4
    
    
    
    718.0Huatulco
    
    
    268.4
    
    
    
    259.4
    
    
    
    270.8
    
    
    
    312.0
    
    
    
    375.3Tapachula
    
    
    176.8
    
    
    
    184.8
    
    
    
    193.8
    
    
    
    192.3
    
    
    
    188.1Minatitlan
    
    
    126.0
    
    
    
    130.9
    
    
    
    126.5
    
    
    
    146.5
    
    
    
    171.9Total
    
    
    10,996.6
    
    
    
    12,190.0
    
    
    
    13,897.3
    
    
    
    13,321.3
    
    
    
    13,779.9
 Air Traffic Movements by Airport (1)
 Year ended December 31,2002
    
    2003
    
    2004
    
    2005
    
    2006Cancun
    
    
    82,730
    
    
    
    87,347
    
    
    
    97,575
    
    
    
    93,761
    
    
    
    97,228Merida
    
    
    22,827
    
    
    
    24,213
    
    
    
    26,534
    
    
    
    25,449
    
    
    
    27,610Cozumel
    
    
    14,015
    
    
    
    12,813
    
    
    
    14,355
    
    
    
    13,381
    
    
    
    12,122Villahermosa
    
    
    18,244
    
    
    
    20,299
    
    
    
    22,267
    
    
    
    19,892
    
    
    
    21,098Oaxaca
    
    
    15,479
    
    
    
    15,111
    
    
    
    17,502
    
    
    
    17,796
    
    
    
    16,148Veracruz
    
    
    19,034
    
    
    
    19,737
    
    
    
    22,228
    
    
    
    20,520
    
    
    
    24,905Huatulco
    
    
    5,922
    
    
    
    5,461
    
    
    
    6,152
    
    
    
    6,996
    
    
    
    7,179Tapachula
    
    
    12,032
    
    
    
    7,658
    
    
    
    7,686
    
    
    
    6,169
    
    
    
    6,621Minatitlan
    
    
    4,602
    
    
    
    5,362
    
    
    
    5,598
    
    
    
    5,937
    
    
    
    7,625Total
    
    
    194,885
    
    
    
    198,001
    
    
    
    219,897
    
    
    
    209,901
    
    
    
    220,536
 
 (1)
    
    Includes departures and landings.  Air Traffic Movements by Aviation Category
 Year ended December 31,2002
    
    2003
    
    2004
    
    2005
    
    2006Commercial Aviation
    
    
    147,362
    
    
    
    143,788
    
    
    
    162,596
    
    
    
    157,686
    
    
    
    168,711Charter Aviation
    
    
    14,700
    
    
    
    22,535
    
    
    
    23,061
    
    
    
    20,004
    
    
    
    17,747General Aviation(1)
    
    
    32,823
    
    
    
    31,678
    
    
    
    34,240
    
    
    
    32,211
    
    
    
    34,078Total
    
    
    194,885
    
    
    
    198,001
    
    
    
    219,897
    
    
    
    209,901
    
    
    
    220,536
 
 (1)
    
    General aviation generally consists of small private aircraft. 36




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##### Table of Contents



Cancun International Airport
       37




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38




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##### Table of Contents



Merida International Airport
     39




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##### Table of Contents



Cozumel International Airport
      Villahermosa International Airport
  40




---



##### Table of Contents



Oaxaca International Airport
    Veracruz International Airport
   41




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##### Table of Contents



Huatulco International Airport
   Tapachula International Airport
 ,
  Minatitlan Airport
  42




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##### Table of Contents



Principal Air Traffic Customers
     Principal Air Traffic Customers
 Percentage of ASUR RevenuesYear ended December 31,2004
    
    2005
    
    2006CustomerCompania Mexicana de Aviacion, S.A. de C.V.
(Mexicana)
    
    
    9.6
    %
    
    
    10.4
    %
    
    
    9.1
    %American Airlines
    
    
    6.8
    %
    
    
    6.1
    %
    
    
    5.8
    %Aerovias de Mexico, S.A. de C.V. (Aeromexico)
    
    
    6.2
    %
    
    
    5.1
    %
    
    
    5.9
    %Continental Airlines
    
    
    5.4
    %
    
    
    5.1
    %
    
    
    4.7
    %Aerovias Caribe, S.A. de C.V. (Click)
    
    
    3.3
    %
    
    
    3.3
    %
    
    
    3.5
    %Aviation Support S.A. de C.V.
    
    
    2.0
    %
    
    
    2.2
    %
    
    
    2.9
    %Aviacion Comercial Especializada S.A. de C.V.
    
    
    4.0
    %
    
    
    3.8
    %
    
    
    3.0
    %Comercializadora de Productos en Aeropuertos
    
    
    0
    %
    
    
    0.3
    %
    
    
    0.0
    %Consorcio Aviacsa, S.A. de C.V.
    
    
    3.6
    %
    
    
    4.3
    %
    
    
    4.2
    %American Trans Air
    
    
    1.3
    %
    
    
    1.1
    %
    
    
    0.0
    %Petroservicios de Mexico, S.A. de C.V.
    
    
    2.5
    %
    
    
    2.1
    %
    
    
    0.5
    %Other
    
    
    55.3
    %
    
    
    56.2
    %
    
    
    60.4
    %Total
    
    
    100.0
    %
    
    
    100
    %
    
    
    100.
    %
 43




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##### Table of Contents



Seasonality
  Competition
    44




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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.
   45




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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,
    
    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
 46




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##### Table of Contents




    
    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
     47




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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
 48




---



##### Table of Contents



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.
   force majeure force majeure force majeure
  49




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##### Table of Contents



Master Development Plans
   
    
    airport growth and development expectancies,
    
    15-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.
    50




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##### Table of Contents



Committed Investments
 Year ended December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    Total(thousands of pesos)(1)Cancun(2)
    
    Ps.
    334,960
    
    
    Ps.
    432,206
    
    
    Ps.
    847,797
    
    
    Ps.
    1,052,919
    
    
    Ps.
    83,298
    
    
    Ps.
    2,751,180Merida
    
    
    25,184
    
    
    
    27,710
    
    
    
    46,255
    
    
    
    31,188
    
    
    
    2,321
    
    
    
    132,658Cozumel
    
    
    10,598
    
    
    
    68,984
    
    
    
    12,442
    
    
    
    16,280
    
    
    
    10,828
    
    
    
    119,132Villahermosa
    
    
    47,407
    
    
    
    63,602
    
    
    
    6,360
    
    
    
    11,892
    
    
    
    1,303
    
    
    
    130,564Oaxaca
    
    
    21,502
    
    
    
    21,150
    
    
    
    10,257
    
    
    
    6,624
    
    
    
    4,829
    
    
    
    64,362Veracruz
    
    
    25,161
    
    
    
    21,287
    
    
    
    11,616
    
    
    
    11,205
    
    
    
    1,496
    
    
    
    70,765Huatulco
    
    
    9,820
    
    
    
    5,450
    
    
    
    3,990
    
    
    
    6,816
    
    
    
    52,560
    
    
    
    78,636Tapachula
    
    
    20,202
    
    
    
    4,447
    
    
    
    9,217
    
    
    
    8,158
    
    
    
    801
    
    
    
    42,825Minatitlan
    
    
    10,559
    
    
    
    6,156
    
    
    
    4,838
    
    
    
    2,023
    
    
    
    3,062
    
    
    
    26,638Total
    
    Ps.
    505,393
    
    
    Ps.
    650,992
    
    
    Ps.
    952,772
    
    
    Ps.
    1,147,105
    
    
    Ps.
    160,498
    
    
    Ps.
    3,416,760
 
 (1)
    
    Expressed in constant pesos with purchasing power as of December 31, 2006 based on the
Mexican construction price index in accordance with the terms of our master development plan.(2)
    
    The master development plan for Cancun airport was modified in the fourth quarter of 2005 to
reflect our decision to build a new terminal rather than implement extensive expansion and
remodeling of existing terminals, and to reflect an accelerated timetable for the construction
of a second runway once the necessary land is received from the government. The Ministry of
Communications and Transportation approved the modified plan and recognized Ps. 1,433 million
in investments as of December 31, 2006. Price Regulation
  Regulated Revenues
  51




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
    
    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
   Maximum Rates(1)(2)Year ended December 31,2004
    
    2005
    
    2006
    
    2007
    
    2008Cancun
    
    Ps.
    125.34
    
    
    Ps.
    124.40
    
    
    Ps
    123.46
    
    
    Ps.
    122.53
    
    
    Ps.
    121.61Merida
    
    
    94.46
    
    
    
    93.75
    
    
    
    93.05
    
    
    
    92.36
    
    
    
    91.67Cozumel
    
    
    134.48
    
    
    
    133.47
    
    
    
    132.46
    
    
    
    131.47
    
    
    
    130.49Villahermosa
    
    
    109.44
    
    
    
    108.60
    
    
    
    107.80
    
    
    
    106.99
    
    
    
    106.19Oaxaca
    
    
    115.39
    
    
    
    114.51
    
    
    
    113.65
    
    
    
    112.80
    
    
    
    111.96Veracruz
    
    
    98.01
    
    
    
    97.27
    
    
    
    96.53
    
    
    
    95.82
    
    
    
    95.09Huatulco
    
    
    110.85
    
    
    
    110.03
    
    
    
    96.61
    
    
    
    108.38
    
    
    
    107.57Tapachula
    
    
    137.85
    
    
    
    136.82
    
    
    
    135.80
    
    
    
    134.78
    
    
    
    133.77Minatitlan
    
    
    117.49
    
    
    
    116.62
    
    
    
    115.74
    
    
    
    114.87
    
    
    
    114.01
 
 (1)
    
    Expressed in adjusted pesos as of December 31, 2006 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,
2008, the maximum rates applicable to our airports reflect a projected annual efficiency
improvement of 0.75%. 52




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Methodology For Determining Future Maximum Rates
  
    
    Projections for the fifteen-year period of work load
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 24 months plus a
risk premium to be determined by the Ministry of
Communications and Transportation based on the inherent
risk of the airport business in Mexico.
     53




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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 work load 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
 54




---



##### Table of Contents



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 work load 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
    Reporting, Information and Consent Requirements
   
    
    if a person acquires 35% or more of the shares of a concession holder,
 55




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
    
    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.
   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.
  56




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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,
 57




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##### Table of Contents




    
    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,
    
    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
 58




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##### Table of Contents



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 5 years and (iii) the permit holder
complies with all requirements of the concession,
    
    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
  59




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Procuraduria Federal de Proteccion Ambiental
 60




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ORGANIZATIONAL STRUCTURE
  Subsidiary
    
    Ownership InterestAeropuerto de Cancun, S.A. de C.V.
    
    
    99.99
    %Aeropuerto de Cozumel, S.A. de C.V.(1)
    
    
    99.99
    %Aeropuerto de Merida, 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 Minatitlan, S.A. de C.V.(5)
    
    
    99.99
    %Servicios Aeroportuarios del Sureste, S.A. de C.V.
    
    
    99.99
    %
 
 (1)
    
    As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has an 18.1% equity participation
in this airport.(2)
    
    As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 24.2% equity participation in
this airport.(3)
    
    As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has an 8.9% equity participation in
this airport.(4)
    
    As of January 2005, Aeropuerto de Cancun, S.A. de C.V.,
has a 30.0% equity participation in
this airport.(5)
    
    As of January 2005, Aeropuerto de Cancun, S.A. de C.V., has a 30.0% equity participation in
this airport.  
 PROPERTY, PLANT AND EQUIPMENT
   61




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Item 4A. Unresolved Staff Comments
  
 Item 5. Operating and Financial Review and Prospects
   Overview
 General
   Recent Developments
 62




---



##### Table of Contents



Recovery from Hurricane Wilma
    Mayan Riviera Airport Bidding Process
  Passenger Traffic Volume and Composition
   63




---



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.
 Classification of Revenues and Price Regulation
   64




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Year ended December 31,2004
    
    2005
    
    2006(thousands of pesos, except percentages)Amount
    
    Percent
    
    Amount
    
    Percent
    
    Amount
    
    PercentRegulated Revenues:Airport Services(1)
    
    
    1,673,657
    
    
    
    78.8
    %
    
    
    1,601,756
    
    
    
    74.6
    %
    
    
    1,671,636
    
    
    
    74.7
    %Non-regulated Revenues:Access fees from non-permanent
ground transportation
    
    
    8,436
    
    
    
    0.4
    %
    
    
    7,748
    
    
    
    0.4
    %
    
    
    8,695
    
    
    
    0.4
    %Car parking and related access fees
    
    
    27,670
    
    
    
    1.3
    %
    
    
    34,040
    
    
    
    1.6
    %
    
    
    37,710
    
    
    
    1.7
    %Other fees
    
    
    3,375
    
    
    
    0.1
    %
    
    
    3,179
    
    
    
    0.1
    %
    
    
    2,362
    
    
    
    0.1
    %Complementary Services(1)
    
    
    0
    
    
    
    0.0
    %
    
    
    0
    
    
    
    0.0
    %
    
    
    0
    
    
    
    0.0
    %Commercial Services
    
    
    397,186
    
    
    
    18.7
    %
    
    
    478,745
    
    
    
    22.3
    %
    
    
    494,550
    
    
    
    22.1
    %Other Services
    
    
    14,267
    
    
    
    0.7
    %
    
    
    21,992
    
    
    
    1.0
    %
    
    
    24,008
    
    
    
    1.0
    %Total
    
    
    2,124,591
    
    
    
    100.0
    %
    
    
    2,147,460
    
    
    
    100.0
    %
    
    
    2,238,961
    
    
    
    100.0
    %
 
 (1)
    
    Access fees charged to third parties providing complementary services in our airports are
recorded under regulated airport services. Aeronautical Revenue
   Aeronautical Revenue
 Year ended December 31,2004
    
    2005
    
    2006Amount
    
    Percent
    
    Amount
    
    Percent
    
    Amount
    
    Percent(millions of pesos, except percentages and workload unit data)Aeronautical Revenue:Passenger charges
    
    
    1,281.6
    
    
    
    80.0
    %
    
    
    1,216.6
    
    
    
    80.0
    %
    
    
    1,221.7
    
    
    
    76.9
    %Landing charges
    
    
    121.5
    
    
    
    7.6
    %
    
    
    121.4
    
    
    
    8.0
    %
    
    
    117.6
    
    
    
    7.4
    %Aircraft parking charges
    
    
    140.5
    
    
    
    8.8
    %
    
    
    135.4
    
    
    
    8.9
    %
    
    
    195.8
    
    
    
    12.3
    %Airport security charges
    
    
    33.5
    
    
    
    2.0
    %
    
    
    23.0
    
    
    
    1.5
    %
    
    
    22.7
    
    
    
    1.4
    %Passenger walkway charges
    
    
    25.5
    
    
    
    1.6
    %
    
    
    23.8
    
    
    
    1.6
    %
    
    
    30.1
    
    
    
    1.9
    %Total Aeronautical Revenue
    
    
    1,602.6
    
    
    
    100.0
    %
    
    
    1,520.2
    
    
    
    100.0
    %
    
    
    1,587.9
    
    
    
    100.0
    %
 65




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Year ended December 31,2004
    
    2005
    
    2006Amount
    
    Percent
    
    Amount
    
    Percent
    
    Amount
    
    Percent(millions of pesos, except percentages and workload unit data)Other Information:Total workload units(1)
    
    
    14.3
    
    
    
    
    
    
    
    13.8
    
    
    
    
    
    
    
    14.3Total aeronautical revenue per workload unit
    
    
    112.1
    
    
    
    
    
    
    
    110.2
    
    
    
    
    
    
    
    111.0Change in aeronautical revenue
    
    
    21.9
    %
    
    
    
    
    
    
    (5.1
    %)
    
    
    
    
    
    
    4.5
    %Change in total aeronautical
revenues per workload unit(2)
    
    
    7.3
    %
    
    
    
    
    
    
    (1.7
    %)
    
    
    
    
    
    
    0.7
    %
 
 (1)
    
    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.(2)
    
    In each case, as compared to previous year.    66




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##### Table of Contents



Passengers Paying Passenger Charges
 Year ended December 31,% change
    
    
    
    
    
    % changeAirport
    
    2004
    
    2005
    
    2004-2005
    
    2006
    
    2005-2006(in thousands, except percentages)Cancun
    
    
    4,982.2
    
    
    
    4,615.3
    
    
    
    (7.4
    %)
    
    
    4,820.2
    
    
    
    4.4
    %Merida
    
    
    447.6
    
    
    
    485.6
    
    
    
    8.5
    %
    
    
    490.0
    
    
    
    0.9
    %Cozumel
    
    
    291.1
    
    
    
    243.7
    
    
    
    (16.3
    %)
    
    
    182.3
    
    
    
    (25.2
    %)Villahermosa
    
    
    341.9
    
    
    
    359.6
    
    
    
    5.2
    %
    
    
    359.7
    
    
    
    0.0
    %Other
    
    
    862.1
    
    
    
    907.7
    
    
    
    5.3
    %
    
    
    977.2
    
    
    
    7.7
    %Total
    
    
    6,924.9
    
    
    
    6,611.9
    
    
    
    (4.5
    %)
    
    
    6,829.4
    
    
    
    3.3
    %
  Non-aeronautical Revenue
   67




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Non-aeronautical Revenue
 Year ended December 31,2004
    
    2005
    
    2006Amount
    
    Percent
    
    Amount
    
    Percent
    
    Amount
    
    Percent(millions of pesos, except percentages and passenger data)Non-aeronautical Services:Commercial
    
    
    407.1
    
    
    
    78.0
    %
    
    
    483.6
    
    
    
    77.1
    %
    
    
    503.4
    
    
    
    77.3
    %Leasing of space
    
    
    394.3
    
    
    
    75.6
    %
    
    
    472.8
    
    
    
    75.4
    %
    
    
    493.4
    
    
    
    75.8
    %Access fee
    
    
    9.9
    
    
    
    1.8
    %
    
    
    7.7
    
    
    
    1.2
    %
    
    
    8.7
    
    
    
    1.3
    %Other
    
    
    2.9
    
    
    
    0.6
    %
    
    
    3.1
    
    
    
    0.5
    %
    
    
    1.3
    
    
    
    0.2
    %Non Commercial
    
    
    114.8
    
    
    
    22.0
    %
    
    
    143.7
    
    
    
    22.9
    %
    
    
    147.7
    
    
    
    22.7
    %Leasing of space
    
    
    59.0
    
    
    
    11.3
    %
    
    
    59.3
    
    
    
    9.5
    %
    
    
    51.7
    
    
    
    7.9
    %Access fee
    
    
    48.2
    
    
    
    9.2
    %
    
    
    60.9
    
    
    
    9.7
    %
    
    
    62.5
    
    
    
    9.6
    %Other
    
    
    7.6
    
    
    
    1.5
    %
    
    
    23.5
    
    
    
    3.7
    %
    
    
    33.5
    
    
    
    5.1
    %Total Non-aeronautical Revenue
    
    
    521.9
    
    
    
    100.0
    %
    
    
    627.3
    
    
    
    100.0
    %
    
    
    651.1
    
    
    
    100.0
    %Other Information:Total terminal passengers(1)
    
    
    13.9
    
    
    
    
    
    
    
    13.3
    
    
    
    
    
    
    
    13.8Non-aeronautical revenue per
terminal passenger
    
    
    37.5
    
    
    
    
    
    
    
    47.17
    
    
    
    
    
    
    
    47.18Change in non-aeronautical
revenue
    
    
    51.1
    %
    
    
    
    
    
    
    20.2
    %
    
    
    
    
    
    
    3.8
    %Change in total non-aeronautical
revenue per terminal passenger(2)
    
    
    30.2
    %
    
    
    
    
    
    
    25.8
    %
    
    
    
    
    
    
    0.02
    %
 
 (1)
    
    In millions.(2)
    
    In each case, as compared to previous year. Operating Costs
  Operating Costs
 Year ended December 31,2004
    
    2005
    
    2006Amount
    
    Amount
    
    % change
    
    Amount
    
    % change(millions of pesos, except percentages)Operating Costs:Cost of services:Employee costs
    
    
    230.8
    
    
    
    244.2
    
    
    
    5.8
    %
    
    
    269.6
    
    
    
    10.4
    %Maintenance
    
    
    92.3
    
    
    
    101.7
    
    
    
    10.1
    %
    
    
    103.9
    
    
    
    2.2
    %Safety, security and
insurance
    
    
    72.3
    
    
    
    71.0
    
    
    
    (1.8
    %)
    
    
    95.6
    
    
    
    34.6
    %Utilities
    
    
    54.3
    
    
    
    57.1
    
    
    
    5.2
    %
    
    
    62.5
    
    
    
    9.5
    %Other
    
    
    166.5
    
    
    
    213.4
    
    
    
    28.3
    %
    
    
    207.1
    
    
    
    (3.0
    %)Total cost of services
    
    
    616.2
    
    
    
    687.4
    
    
    
    11.6
    %
    
    
    738.7
    
    
    
    7.5
    %
 68




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##### Table of Contents



Year ended December 31,2004
    
    2005
    
    2006Amount
    
    Amount
    
    % change
    
    Amount
    
    % change(millions of pesos, except percentages)Technical assistance fees
    
    
    72.0
    
    
    
    69.1
    
    
    
    (4.0
    %)
    
    
    71.0
    
    
    
    2.7
    %Government concession fees
    
    
    106.2
    
    
    
    107.4
    
    
    
    1.1
    %
    
    
    111.8
    
    
    
    4.1
    %Depreciation and amortization:Depreciation(1)
    
    
    170.6
    
    
    
    177.2
    
    
    
    3.8
    %
    
    
    223.4
    
    
    
    26.1
    %Amortization(2)
    
    
    258.9
    
    
    
    274.5
    
    
    
    6.0
    %
    
    
    264.4
    
    
    
    (3.7
    %)Total depreciation and amortization
    
    
    429.5
    
    
    
    451.7
    
    
    
    5.2
    %
    
    
    487.8
    
    
    
    8.0
    %Total operating
costs
    
    
    1,223.9
    
    
    
    1,315.6
    
    
    
    7.5
    %
    
    
    1,409.3
    
    
    
    7.1
    %Other Information:Total workload units(3)
    
    
    14,352.7
    
    
    
    13,788.3
    
    
    
    (3.9
    %)
    
    
    14,252.9
    
    
    
    3.4
    %Cost of services per workload unit
    
    
    42.9
    
    
    
    49.9
    
    
    
    16.1
    %
    
    
    51.8
    
    
    
    4.0
    %Cost of services margin(4)
    
    
    29.0
    %
    
    
    32.0
    %
    
    
    10.3
    %
    
    
    33.0
    %
    
    
    3.1
    %
 
 (1)
    
    Reflects depreciation of fixed assets.(2)
    
    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).(3)
    
    In thousands. Under the regulation applicable to our aeronautical revenues, a workload unit
is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.(4)
    
    Cost of services divided by total revenues, expressed as a percentage. Cost of Services
  Technical Assistance Fee and Government Concession Fee
   Depreciation and Amortization
  69




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Taxation
     70




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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 31,2004
    
    2005
    
    2006Depreciation (appreciation) of the Mexican Peso as
compared to the U.S. dollar(1)
    
    
    (0.7
    %)
    
    
    (4.6
    %)
    
    
    1.7
    %Mexican inflation rate(2)
    
    
    5.2
    %
    
    
    3.3
    %
    
    
    4.1
    %U.S. inflation rate(3)
    
    
    3.3
    %
    
    
    3.4
    %
    
    
    2.5
    %Increase in Mexican gross domestic product(4)
    
    
    4.2
    %
    
    
    3.0
    %
    
    
    4.8
    %
 
 (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. 11.1495 per U.S. dollar as of December 31, 2004, Ps. 10.6344 per U.S. dollar as of
December 31, 2005 and Ps. 10.8116 per U.S. dollar as of December 31, 2006.(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: 112.5500 in
2004, 116.3010 in 2005 and 121.0150 in 2006.(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 16, 2007.  
    
    Depreciation and amortization expense.We restate our non-monetary foreign assets
to give effect to inflation. The restatement of these assets in periods of high
inflation increases the carrying value of these assets in pesos, which in turn
increases the related depreciation expense and risk of impairments. Our airport
concessions are being amortized on a straight-line basis over the life of the
concession and rights acquired.
    
    Passenger charges.Passenger charges for international passengers are currently
denominated in dollars, while passenger charges for domestic passengers are denominated
in pesos. Because Mexican NIF requires Mexican companies to restate their results of
operations in prior periods in constant pesos as of the most recent balance sheet date,
when the rate of inflation in a period exceeds the depreciation of the peso as compared
to the dollar for that period, the peso value of dollar-denominated or dollar-linked
revenues in the prior period will be higher than those of the current period. This
effect may occur despite the fact that the amount of such revenues in dollar terms may
have been greater in the current period.
    
    Comprehensive financing result (cost).As required by Mexican NIF, our
comprehensive financing cost reflects gains or losses from foreign exchange, gains or
losses from monetary position and gains and losses from interest and, as a result is
impacted by both inflation and depreciation.
 71




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
    
    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.
 72




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Operating Results by Airport
  Year Ended December 31,2004
    
    2005
    
    2006Airport Operating Results(millions of pesos)Cancun:Revenues:Aeronautical services
    
    Ps.
    1,212.2
    
    
    Ps.
    1,103.3
    
    
    Ps.
    1,166.2Non-aeronautical services
    
    
    411.8
    
    
    
    505.6
    
    
    
    527.3Total revenues
    
    
    1,624.0
    
    
    
    1,608.9
    
    
    
    1,693.5Operating income
    
    
    851.6
    
    
    
    780.2
    
    
    
    810.4Merida:Revenues:Aeronautical services
    
    
    91.7
    
    
    
    100.8
    
    
    
    98.1Non-aeronautical services
    
    
    34.3
    
    
    
    36.5
    
    
    
    38.5Total revenues
    
    
    126.0
    
    
    
    137.4
    
    
    
    136.6Operating income
    
    
    15.4
    
    
    
    19.5
    
    
    
    14.2Villahermosa:Revenues:Aeronautical Services
    
    
    64.7
    
    
    
    70.8
    
    
    
    74.8Non Aeronautical Services
    
    
    18.5
    
    
    
    21.4
    
    
    
    22.2Total revenues
    
    
    83.2
    
    
    
    92.2
    
    
    
    97.0Operating income
    
    
    21.3
    
    
    
    26.9
    
    
    
    16.4Cozumel:Revenues:Aeronautical services
    
    
    66.2
    
    
    
    59.7
    
    
    
    45.5Non-aeronautical services
    
    
    18.6
    
    
    
    17.6
    
    
    
    15.6Total revenues
    
    
    84.8
    
    
    
    77.3
    
    
    
    61.1Operating
(loss) income(1)
    
    
    15.5
    
    
    
    11.8
    
    
    
    (5.9
    )Other:(2)Revenues:Aeronautical services
    
    
    167.9
    
    
    
    185.6
    
    
    
    203.3Non-aeronautical services
    
    
    38.7
    
    
    
    46.2
    
    
    
    47.5Total revenues
    
    
    206.5
    
    
    
    231.7
    
    
    
    250.8Operating (loss) income
    
    
    (3.1
    )
    
    
    (6.6
    )
    
    
    (5.4
    )Total:Revenues:Aeronautical services
    
    
    1,602.6
    
    
    
    1,520.2
    
    
    
    1,587.9Non-aeronautical services
    
    
    521.9
    
    
    
    627.3
    
    
    
    651.1Total revenues
    
    
    2,124.6
    
    
    
    2,147.5
    
    
    
    2,239.0Operating income
    
    
    900.6
    
    
    
    831.8
    
    
    
    829.7
 
 (1)
    
    The losses in 2006 reflect the decrease in passenger volume
due to Hurricane Wilma, which we estimate will recover over time.(2)
    
    Reflects the results of operations of our parent holding company, our airports located in
Veracruz, Minatitlan, Oaxaca, Huatulco and Tapachula and consolidation adjustments. 73




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Summary Historical Results of Operations
  Consolidated Operating Results
 Year Ended December 31,2004
    
    
    2005
    
    
    2006(thousands of pesos)Revenues:Aeronautical services
    
    Ps
    1,602,630
    
    
    Ps.
    1,520,152
    
    
    Ps.
    1,587,904Non-aeronautical services
    
    
    521,961
    
    
    
    627,308
    
    
    
    651,057Total revenues
    
    
    2,124,591
    
    
    
    2,147,460
    
    
    
    2,238,961Operating Expenses:Cost of services
    
    
    (502,494
    )
    
    
    (580,611
    )
    
    
    (641,173
    )General and administrative expenses
    
    
    (113,710
    )
    
    
    (106,889
    )
    
    
    (97,491
    )Technical assistance(1)
    
    
    (71,991
    )
    
    
    (69,123
    )
    
    
    (71,037
    )Concession fee(2)
    
    
    (106,189
    )
    
    
    (107,373
    )
    
    
    (111,804
    )Depreciation and amortization
    
    
    (429,597
    )
    
    
    (451,674
    )
    
    
    (487,788
    )Total operating expenses
    
    
    (1,223,981
    )
    
    
    (1,315,670
    )
    
    
    (1,409,293
    )Operating income
    
    
    900,610
    
    
    
    831,790
    
    
    
    829,668Comprehensive Financing Result (Cost):Interest income, net
    
    
    48,864
    
    
    
    106,689
    
    
    
    99,579Exchange (losses) gains, net
    
    
    (7,477
    )
    
    
    (16,786
    )
    
    
    3,957Loss from monetary position
    
    
    (72,253
    )
    
    
    (66,234
    )
    
    
    (88,322
    )Net comprehensive financing (cost) income
    
    
    (30,866
    )
    
    
    23,669
    
    
    
    15,214Income before taxes, employees statutory
profit sharing and extraordinary items
    
    
    869,744
    
    
    
    855,459
    
    
    
    844,882Provision for income taxes and employees
statutory profit sharing
    
    
    (198,053
    )
    
    
    (260,115
    )
    
    
    (301,113
    )Extraordinary items
    
    
    (19,046
    )
    
    
    (9,327
    )
    
    
    (15,654
    )Net income
    
    
    652,645
    
    
    
    586,017
    
    
    
    528,115Other Operating Data (Unaudited):Operating margin(3)
    
    
    42.4
    %
    
    
    38.7
    %
    
    
    37.1
    %Net margin(4)
    
    
    30.7
    %
    
    
    27.3
    %
    
    
    23.6
    %
 
 (1)
    
    We are required to pay ITA a technical assistance fee based on the technical assistance
agreement. This fee is described in Item 4. Information on the CompanyHistory and
Development of the CompanyInvestment by ITA.(2)
    
    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.(3)
    
    Operating income divided by total revenues, expressed as a percentage.(4)
    
    Net income divided by total revenues, expressed as a percentage. Results of operations for the year ended December 31, 2006 compared to the year ended December
31, 2005
 Revenues
  74




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Operating Expenses and Operating Income
     75




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##### Table of Contents



Comprehensive Financing Result
  Income Taxes, Employees Statutory Profit Sharing and Asset Tax
  Net Income
  Results of operations for the year ended December 31, 2005 compared to the year ended December 31,
2004
 Revenues
  76




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Operating Expenses and Operating Income
   77




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Comprehensive Financing Result
  Income Taxes, Employees Statutory Profit Sharing and Asset Tax
  Net Income
  78




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Liquidity and Capital Resources
       79




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Committed Investments
 Year ended December 31,2004
    
    
    2005
    
    
    2006
    
    
    2007
    
    
    2008
    
    
    Total(thousands of pesos)(1)Cancun(2)
    
    Ps.
    334,960
    
    
    Ps.
    432,206
    
    
    Ps.
    847,797
    
    
    Ps.
    1,052,919
    
    
    Ps.
    83,298
    
    
    Ps.
    2,751,180Merida
    
    
    25,184
    
    
    
    27,710
    
    
    
    46,255
    
    
    
    31,188
    
    
    
    2,321
    
    
    
    132,658Cozumel
    
    
    10,598
    
    
    
    68,984
    
    
    
    12,442
    
    
    
    16,280
    
    
    
    10,828
    
    
    
    119,132Villahermosa
    
    
    47,407
    
    
    
    63,602
    
    
    
    6,360
    
    
    
    11,892
    
    
    
    1,303
    
    
    
    130,564Oaxaca
    
    
    21,502
    
    
    
    21,150
    
    
    
    10,257
    
    
    
    6,624
    
    
    
    4,829
    
    
    
    64,362Veracruz
    
    
    25,161
    
    
    
    21,287
    
    
    
    11,616
    
    
    
    11,205
    
    
    
    1,496
    
    
    
    70,765Huatulco
    
    
    9,820
    
    
    
    5,450
    
    
    
    3,990
    
    
    
    6,816
    
    
    
    52,560
    
    
    
    78,636Tapachula
    
    
    20,202
    
    
    
    4,447
    
    
    
    9,217
    
    
    
    8,158
    
    
    
    801
    
    
    
    42,825Minatitlan
    
    
    10,559
    
    
    
    6,156
    
    
    
    4,838
    
    
    
    2,023
    
    
    
    3,062
    
    
    
    26,638Total
    
    Ps.
    505,393
    
    
    Ps.
    650,992
    
    
    Ps.
    952,772
    
    
    Ps.
    1,147,105
    
    
    Ps.
    160,498
    
    
    Ps.
    3,416,760
 
 (1)
    
    Expressed in constant pesos with purchasing power as of December 31, 2006 based on the
Mexican construction price index in accordance with the terms of our master development plan.(2)
    
    The master development plan for Cancun airport was modified in the fourth quarter of 2005 to
reflect our decision to build a new terminal rather than implement extensive expansion and
remodeling of existing terminals, and to reflect an accelerated timetable for the construction
of a second runway once the necessary land is received from the government. The Ministry of
Communications and Transportation approved the modified plan and recognized Ps. 1,433 million
in investments as of December 31, 2006.  Capital Expenditures
 Year ended December 31,
    
    (thousands of pesos)(1)2004
    
    Ps.
    442,9372005
    
    
    715,0102006(2)
    
    
    1,040,633
 
 (1)
    
    Expressed in constant pesos with purchasing power as of December 31, 2006.(2)
    
    Does not include the Ps. 48.3 million in connection with
the re-opening of Terminal 1 at the Cancun airport.   80




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Critical Accounting Policies
  Revenue Recognition
      81




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Allowance for Doubtful Accounts
  Valuation of Rights to Use Airport Facilities and Airport Concessions
  Deferred Income Tax, Employees Statutory Profit Sharing and Asset Tax
  82




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Contingent Liabilities
  Recently Issued Accounting Standards
  Consejo Mexicano para la Investigacion y Desarrollo de Normas de Informacion
Financiera Normas de Informacion Financiera
   
    
    NIFs and NIF Interpretations issued by the CINIF;
 83




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##### Table of Contents




    
    bulletins issued by the Accounting Principles Commission (Comision de Principios de
Contabilidad or CPC) of the IMCP that have not been modified, superseded or eliminated
by new NIFs; and
    
    applicable supplementary IFRSs.
   
    
    NIF A-1 Structure of Financial Reporting Regulations
    
    NIF A-2 Basic Precepts
    
    NIF A-3 User Needs and Objectives of Financial Statements
    
    NIF A-4 Qualitative Characteristics of Financial Statements
    
    NIF A-5 Basic Elements of Financial Statements
    
    NIF A-6 Recognition and Assessment
    
    NIF A-7 Presentation and Disclosure
    
    NIF A-8 Supplementary Nature
    
    NIF B-1 Accounting Changes and Correction of Errors
    
    NIF B-3 Income Statement
    
    NIF B-13 Subsequent Event
    
    NIF C-13 Related Parties
    
    NIF D-6 Capitalizations of the Financing Integral Result
 Differences between Mexican NIF and U.S. GAAP
    84




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Off-balance sheet arrangements
  Tabular disclosure of contractual obligations
 Payments due by period (in millions of pesos)Less than 1
    
    
    
    
    
    
    
    
    
    
    More thanContractual Obligations
    
    Total
    
    
    year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsMaster Development Plan
    
    Ps.
    1,308.0
    
    
    Ps.
    1,147
    
    
    Ps.
    161
    
    
    
    
    
    
    
    Purchase Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Operating Lease Obligations
    
    
    8
    
    
    
    8
    
    
    
    1
    
    
    
    
    
    
    
    Technical Assistance Agreement(1)
    
    
    71
    
    
    
    71
    
    
    
    
    
    
    
    
    
    
    
    Capital (Finance) Lease Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Long-Term Debt Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    Ps.
    1,387
    
    
    Ps.
    1,225
    
    
    Ps.
    162
    
    
    
    
    
    
    
    
 
 (1)
    
    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 NIF and calculated prior to deducting the
technical assistance fee). 
 Item 6. Directors, Senior Management and Employees
 Directors
   86




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Name
    
    Title
    
    Director SinceFernando Chico Pardo(1)
    
    Director and Chairman
    
    April 28, 2005(also Chief Executive Officer)Ricardo Guajardo Touche(3)
    
    Director
    
    February 28, 2001Francisco Garza Zambrano(3)
    
    Director
    
    February 28, 2001George J. Vojta(3)
    
    Director
    
    April 28, 2003Valentin Diez Morodo(3)
    
    Director
    
    April 28, 2005Alejandro Soberon Kuri(3)
    
    Director
    
    April 27, 2006Rasmus Christiansen(2)
    
    Director
    
    April 27, 2007
 
 (1)
    
    Elected by ITA as holder of Series BB shares, with Luis Chico Pardo as Alternate.(2)
    
    Elected by ITA as holder of Series BB shares, with
Torben Thyregod as Alternate.(3)
    
    Independent Director. Fernando Chico Pardo.
 Ricardo Guajardo Touche.
 Francisco Garza Zambrano
 87




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George Vojta.
 Alejandro Soberon Kuri
 Valentin Diez Morodo
 Rasmus Christiansen
 Senior Management
  88




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Name
    
    Principal Occupation
    
    Executive Officer sinceFernando Chico Pardo*
    
    Chief Executive Officer
Director of Finance
    
    January 19, 2007Adolfo Castro Rivas*
    
    (chief financial officer)
    
    January 24, 2000Gabriel Gurmendez Armand-Ugon
    
    Director of Cancun Airport
    
    November 20, 2004Hector Navarrete Muñoz
    
    Regional Director of Operations
    
    January 15, 2003Claudio Gongora Morales
    
    General Counsel
    
    April 19, 1999Manuel Gutierrez Sola
    
    Chief Commercial Officer
    
    August 7, 2003
 
 *
    
    Appointed by ITA, as holder of Series BB shares. Fernando Chico Pardo.
 Adolfo Castro Rivas.
 Gabriel Gurmendez Armand-Ugon.
 89




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##### Table of Contents



Hector Navarrete Muñoz.
 Claudio Gongora Morales.
 Manuel Gutierrez Sola.
 Share Ownership of Directors and Senior Management
  Compensation of Directors and Senior Management
   Committees
   90




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NYSE Corporate Governance Comparison
 Codigo de Mejores Practicas Corporativas
   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 21 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
 92




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NYSE Standards
    
    Our Corporate Governance Practiceof 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 five
are independent under the Sarbanes-Oxley Act of 2002 and as qualified by our shareholders as provided in the
Mexican Securities Market Law.The 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 president are independent.
    
    The Chairman of the Audit Committee is appointed and/or removed exclusively by the general
shareholders meeting.
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##### Table of Contents



NYSE Standards
    
    Our Corporate Governance Practice
 
    
    Our Audit Committee operates pursuant to provisions in the Mexican Securities Market Law and our
bylaws.
    
    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 regular 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
 94




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NYSE Standards
    
    Our Corporate Governance Practiceregard 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.
 We 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.
 Our 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
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NYSE Standards
    
    Our Corporate Governance PracticeBB shareholders. Our Nomination and
Compensation Committee is not required to be composed of independent
directors.Equity 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.
 96




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Employees
  As of December 31,
    
    As of December 31,
    
    As of December 31,2004
    
    2005
    
    2006Administrative EmployeesServicios
Aeroportuarios
del Sureste, S.A.
de C.V.
    
    
    63
    
    
    
    72
    
    
    
    86Cancun Airport
    
    
    114
    
    
    
    149
    
    
    
    193Cozumel Airport
    
    
    10
    
    
    
    19
    
    
    
    19Huatulco Airport
    
    
    14
    
    
    
    18
    
    
    
    19Merida Airport
    
    
    34
    
    
    
    44
    
    
    
    43Minatitlan Airport
    
    
    12
    
    
    
    18
    
    
    
    18Oaxaca Airport
    
    
    12
    
    
    
    20
    
    
    
    22Tapachula Airport
    
    
    17
    
    
    
    21
    
    
    
    21Veracruz Airport
    
    
    19
    
    
    
    25
    
    
    
    25Villahermosa Airport
    
    
    14
    
    
    
    21
    
    
    
    23Total
Administrative
Employees
    
    
    309
    
    
    
    407
    
    
    
    469Unionized EmployeesServicios
Aeroportuarios
del Sureste, S.A.
de C.V.
    
    
    0
    
    
    
    0
    
    
    
    0Cancun Airport
    
    
    109
    
    
    
    112
    
    
    
    116Cozumel Airport
    
    
    24
    
    
    
    25
    
    
    
    25Huatulco Airport
    
    
    19
    
    
    
    19
    
    
    
    19Merida Airport
    
    
    44
    
    
    
    45
    
    
    
    45Minatitlan Airport
    
    
    16
    
    
    
    16
    
    
    
    16Oaxaca Airport
    
    
    20
    
    
    
    22
    
    
    
    19Tapachula Airport
    
    
    16
    
    
    
    16
    
    
    
    16Veracruz Airport
    
    
    26
    
    
    
    24
    
    
    
    26Villahermosa Airport
    
    
    27
    
    
    
    27
    
    
    
    29Total Union
Employees
    
    
    301
    
    
    
    306
    
    
    
    311
    97




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Item 7. Major Shareholders and Related Party Transactions
 
 MAJOR SHAREHOLDERS
 Tender Offer by Fernando Chico
Pardo On May 14, 2007 Agrupacion Aeroportuaria Internacional II, S.A. de C.V.,
an entity indirectly owned and controlled by Fernando Chico Pardo, made a
tender offer for the purchase in Mexico and the United States of America of up
to 127,950,001 Series B shares (including Series B shares represented by ADSs),
representing approximately 42.65% of the outstanding capital stock of ASUR. Thereafter, Agrupacion Aeroportuaria Internacional II, S.A. de C.V.,
resolved to waive the condition that it receive offers for at least 127,950,001
Series B shares and established that it would accept for purchase any number of
Series B shares (including Series B shares represented by ADSs) offered for
sale. On June 22, 2007, Mr. Chico Pardo informed ASUR that the final aggregate
number of ADSs that had been offered and accepted for payment in the tender
offer in the United States of America was 2,867,302 ADSs (representing
28,673,020 Series B shares) and that the aggregate number of Series B shares
offered and accepted for payment in the Mexican tender offer was 7,762,515. A total of 12.15% of the aggregate capital stock of ASUR was offered and
accepted for payment in the tender offer. The shares offered in the tender
offer include Series B shares and ADSs previously directly owned by Mr. Chico
Pardo and Copenhagen Airports. In connection with the tender offers, on June 18, 2007, ITA, through
Bancomext, notified ASUR of its decision to convert 22,050,000 Series BB shares
into 22,050,000 Series B shares. ASUR was informed that these shares were
transferred to Agrupacion Aeroportuaria Internacional, S.A. de C.V., an entity
owned and controlled by Mr. Chico Pardo, as a result of a de-merger agreement
between Mr. Chico Pardo and Copenhagen Airports. Capital Stock Structure  Percentage of totalNumber of Shares
    
    share capitalIdentity of stockholder(1)
    
    B Shares
    
    BB Shares
    
    B Shares(3)
    
    BB SharesAgrupacion Aeroportuaria
Internacional II, S.A.
de
C.V.(2)
    
    
    36,435,535
    
    
    
    
    
    
    
    12.15
    %
    
    
    ITA, through
Bancomext(1)
(2) (3) (4)
    
    
    
    
    
    
    22,950,000
    
    
    
    
    
    
    
    7.65
    %Agrupacion Aeroportuaria
Internacional, S.A. de
C.V., through
Bancomext(1)
(2) (4)
    
    
    22,050,000
    
    
    
    
    
    
    
    7.35
    %
    
    
    Public
    
    
    218,564,465
    
    
    
    
    
    
    
    72.85
    %
    
    
    
 
 (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 Agrupación Aeroportuaria
Internacional II, S.A. de C.V., and (c) 100% of Agrupacion Aeroportuaria Internacional II, S.A.
de C.V.(3)
    
    Copenhagen Airports owns 49% of the capital stock of ITA .(4)
    
    Through the letter of instructions dated 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. ITA Trust and Shareholders Amended Agreement
   98




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##### Table of Contents



RELATED PARTY TRANSACTIONS
 Arrangements with ITA
   99




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##### Table of Contents



Arrangements with Copenhagen Airports
  Arrangements with Entities Controlled by Fernando Chico Pardo
   
 Item 8. Financial Information
  Legal Proceedings
   predial
 100




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DIVIDENDS
     101




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Item 9. The Offer and Listing
 Stock Price History
   Years endedDecember 31,
    
    U.S.$ per ADR(1)
    
    
    Pesos per Series B ShareLow
    
    
    High
    
    
    Low
    
    
    High2002
    
    
    10.17
    
    
    
    11.75
    
    
    
    10.80
    
    
    
    12.002003
    
    
    15.95
    
    
    
    17.60
    
    
    
    18.50
    
    
    
    19.702004
    
    
    18.58
    
    
    
    27.05
    
    
    
    17.38
    
    
    
    30.152005First Quarter
    
    
    27.26
    
    
    
    33.70
    
    
    
    30.60
    
    
    
    37.12Second Quarter
    
    
    29.00
    
    
    
    32.54
    
    
    
    31.68
    
    
    
    34.82Third Quarter
    
    
    37.05
    
    
    
    41.79
    
    
    
    39.71
    
    
    
    45.00Fourth Quarter
    
    
    31.20
    
    
    
    34.17
    
    
    
    32.70
    
    
    
    36.252006First Quarter
    
    
    28.93
    
    
    
    35.19
    
    
    
    30.56
    
    
    
    37.00Second Quarter
    
    
    30.60
    
    
    
    39.66
    
    
    
    35.00
    
    
    
    43.80Third Quarter
    
    
    30.40
    
    
    
    38.37
    
    
    
    29.00
    
    
    
    42.50Fourth Quarter
    
    
    36.85
    
    
    
    45.16
    
    
    
    39.90
    
    
    
    49.29
 U.S.$ per ADR(1)
    
    
    Pesos per Series B ShareLow
    
    
    High
    
    
    Low
    
    
    HighMonthly PricesDecember 2006
    
    
    42.00
    
    
    
    45.16
    
    
    
    45.42
    
    
    
    49.29January 2007
    
    
    41.82
    
    
    
    46.15
    
    
    
    45.85
    
    
    
    50.65February 2007
    
    
    42.25
    
    
    
    48.72
    
    
    
    47.00
    
    
    
    53.48March 2007
    
    
    41.07
    
    
    
    49.41
    
    
    
    45.80
    
    
    
    54.50April 2007
    
    
    47.26
    
    
    
    49.07
    
    
    
    52.00
    
    
    
    54.03May 2007
    
    
    47.67
    
    
    
    51.89
    
    
    
    52.70
    
    
    
    55.80June 2007 (2)
    
    
    49.52
    
    
    
    55.64
    
    
    
    54.27
    
    
    
    59.99
 
 (1)
    
    10 Series B shares per ADR.(2)
    
    Through June 25, 2007.Sources:
    
    Mexican Stock Exchange and the New York Stock Exchange. 
 TRADING ON THE MEXICAN STOCK EXCHANGE
  103




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Item 10. Additional Information
 Bylaws
 estatutos sociales
 Ley General de Sociedades Mercantiles
 104




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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;
    
    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
  105




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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
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
    
    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 5-year master development plans for each of the airports
operated by our subsidiaries,
    
    annual approval of the business plan and the investment budget,
    
    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% (five per cent) of the
consolidated assets of the Company, but which does not exceed 20% (twenty percent) 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% (five percent) of the consolidated assets of the Company, but which does not exceed
20% (twenty percent) 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,
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
    
    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.
 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. 108




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##### Table of Contents




    
    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
    
    
    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,
 109




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
    
    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.
      110




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Quorums
    
    
    any amendment to our bylaws which: (i) changes or deletes the
authorities of our committees; or (ii) changes or deletes the rights of minority
stockholders,
    
    any actions resulting in the cancellation of the concessions granted to
us or our subsidiaries by the Mexican government or any assignment of rights arising
therefrom,
    
    termination of the participation agreement 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,
    
    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
 111




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##### Table of Contents




    
    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,
    
    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
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the Operating Committee whose appointment requires the consent of the holders of the
Series BB shares.
 Dividends and Distributions
  Registration and Transfer
 unidades de inversion UDIS valor contable
  113




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
    
    Except with the prior authorization by the Ministry of Communications
and Transportation, ITA is 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.
  
    
    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,
 114




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##### Table of Contents




    
    hold the rights that directly or indirectly allow the voting of over 50%
(fifty percent) 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.
  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.
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
    
    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.
    
    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 Airports Law, a person or group of
 116




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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
     Share Repurchases
  117




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
    
    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 must be 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.
  Ownership of Capital Stock by Subsidiaries
  118




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Liquidation
  Other Provisions
 Liabilities of the members of the Board of Directors
     119




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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) the 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
  Stockholders Conflict of Interest
  120




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Directors Conflict of Interest
  
 MATERIAL CONTRACTS
    
 EXCHANGE CONTROLS
  
 TAXATION
  121




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Taxation of Dividends
 Mexican Tax Considerations
  U.S. Federal Income Tax Considerations
  122




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Taxation of Dispositions of Shares or ADSs
 Mexican Tax Considerations
    123




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U.S. Tax Considerations
   Other Mexican Taxes
  U.S. Backup Withholding Tax and Information Reporting Requirements
  124




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125




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DOCUMENTS ON DISPLAY
  126




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Item 11. Quantitative and Qualitative Disclosures About Market Risk
 Market Risk
  Foreign Currency Exchange Rate Risk
     
 Item 12. Description of Securities Other Than Equity Securities
  127




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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
   128




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##### Table of Contents



Item 16. [Reserved]
 
 Item 16A. Audit Committee Financial Expert
  
 Item 16B. Code of Ethics
  129




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##### Table of Contents



Item 16C. Principal Accountant Fees and Services
 Audit and Non-Audit Fees
  Year ended December 31,2005
    
    2006(thousands of pesos)Audit fees
    
    
    4,515
    
    
    
    5,269Audit-related fees
    
    
    
    
    
    
    Tax fees
    
    
    177
    
    
    
    37Other fees
    
    
    1,871
    
    
    
    4,285Total fees
    
    
    6,563
    
    
    
    9,591
    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
  130




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(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 under2005
    
    purchased
    
    share in Pesos
    
    programs
    
    the plans or programsJanuary 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1-28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2005 Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2006January 1-31
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    February 1-28
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    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
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2006 Total
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
  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, 2005 and 2006
    
    
    F-3Consolidated Statements of Income for the Years Ended December 31, 2004, 2005 and 2006
    
    
    F-4Consolidated Statements of Changes in Stockholders Equity for the Years Ended December 31, 2004, 2005 and 2006
    
    
    F-5Consolidated Statements of Changes in Financial Position for the Years Ended December 31, 2004, 2005 and 2006
    
    
    F-6Notes to Consolidated Financial Statements
    
    
    F-7
 131




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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.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.4.1
    
    Amended and Restated Cancun 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
Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco,
S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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 Aeropuertos y Servicios Auxiliares
(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
    
    First 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 Cancun, S.A. de
C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V.,
Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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).4.4
    
    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
Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de
C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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.4.5
    
    Technical Assistance and Transfer of Technology Agreement among the Company,
Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de
C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V.,
Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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
 132




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Exhibit No.
    
    DescriptionVillahermosa, 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).8.1
    
    List of subsidiaries of the Company (incorporated by reference to our registration
statement on Form F-1 (File No. 333-12486) filed on September 7, 2000).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 2002.15.1
    
    Attestation Report of the
Registered Public Accounting Firm.
 133




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##### Table of Contents



SIGNATURES
  Grupo Aeroportuario del Sureste, S.A.B. de C.V.By:
    /s/  Adolfo Castro RivasName:
    Adolfo Castro RivasTitle:
    Chief Financial Officer  134




---



##### 



GRUPO AEROPORTUARIO DEL SURESTE,  S.A.B. DE C.V. AND SUBSIDIARIES
 CONSOLIDATED AUDITED FINANCIAL STATEMENTS
 DECEMBER 31, 2004, 2005 AND 2006
 INDEX
 Contents
    

PageReport of Independent Registered Public Accounting Firm
    
    F  1Consolidated financial statements:Consolidated balance sheets
    
    F  3Consolidated statements of income
    
    F  4Consolidated statements of changes in stockholders equity
    
    F  5Consolidated statements of changes in financial position
    
    F  6Notes to the consolidated financial statements
    
    F  7
  F-i




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Report of Independent Registered Public Accounting Firm
 
    F - 1




---



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F - 2




---



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GRUPO AEROPORTUARIO DEL SURESTE, S.A.B. DE C.V. AND SUBSIDIARIES
(SOUTHEAST AIRPORT GROUP)
 
 CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2005 AND 2006
   2005
    
    

2006ASSETSCurrent assets:Cash and marketable securities
    
    Ps.
    1,595,743
    
    
    Ps.
    1,241,678Trade and other receivables, net (Note 3)
    
    
    169,413
    
    
    
    235,541Recoverable taxes and other current assets
    
    
    168,775
    
    
    
    163,471Total current assets
    
    
    1,933,931
    
    
    
    1,640,690Improvements to concessioned assets, land, machinery, furniture and
equipment, net of accumulated depreciation of Ps.384,865
and Ps.534,573, respectively (Note 4)
    
    
    2,265,914
    
    
    
    3,149,358Direct commercial operations rights, net of
accumulated amortization of Ps.26,263 and Ps.41,581, respectively
    
    
    57,201
    
    
    
    41,883Airport concessions, net of accumulated amortization of
Ps.1,743,223 and Ps.1,992,100, respectively (Notes 5 and 6)
    
    
    8,193,031
    
    
    
    7,944,154Rights to use airport facilities, net of accumulated
amortization of Ps.618,170 and Ps.685,305,
respectively (Notes 5 and 6)
    
    
    2,183,373
    
    
    
    2,165,316Total assets
    
    Ps.
    14,633,450
    
    
    Ps.
    14,941,401LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Trade accounts payable
    
    Ps.
    22,834
    
    
    Ps.
    6,244Accrued expenses and other payables (Note 7)
    
    
    344,330
    
    
    
    239,097Total current liabilities
    
    
    367,164
    
    
    
    245,341Seniority premiums
    
    
    6,548
    
    
    
    7,511Deferred income tax and employees statutory profit
sharing
    
    
    706,041
    
    
    
    903,448Total liabilities
    
    
    1,079,753
    
    
    
    1,156,300Commitments and contingencies (Note 14)Stockholders equity (Note 8):Capital stock
    
    
    12,335,507
    
    
    
    12,335,507Legal reserve
    
    
    106,694
    
    
    
    135,686Reserve for repurchase of stock
    
    
    525,479
    
    
    
    779,657Retained earnings
    
    
    586,017
    
    
    
    534,251Total stockholders equity
    
    
    13,553,697
    
    
    
    13,785,101Total liabilities and stockholders equity
    
    Ps.
    14,633,450
    
    
    Ps.
    14,941,401
  
 
 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, 2004, 2005 AND 2006
 
  For the yearsended December 31,2004
    
    
    2005
    
    
    2006REVENUES:Aeronautical services
    
    Ps.
    1,602,630
    
    
    Ps.
    1,520,152
    
    
    Ps.
    1,587,904Non-aeronautical services
    
    
    521,961
    
    
    
    627,308
    
    
    
    651,057Total revenues
    
    
    2,124,591
    
    
    
    2,147,460
    
    
    
    2,238,961OPERATING EXPENSES:Cost of services, excluding depreciation and amortization
    
    
    502,494
    
    
    
    558,116
    
    
    
    620,036Technical assistance fee
    
    
    71,991
    
    
    
    69,123
    
    
    
    71,037Concession fee
    
    
    106,189
    
    
    
    107,373
    
    
    
    111,804General and administrative expenses
    
    
    113,710
    
    
    
    129,384
    
    
    
    118,628Depreciation and amortization
    
    
    429,597
    
    
    
    451,674
    
    
    
    487,788Total operating expenses
    
    
    1,223,981
    
    
    
    1,315,670
    
    
    
    1,409,293Operating income
    
    
    900,610
    
    
    
    831,790
    
    
    
    829,668COMPREHENSIVE FINANCING RESULT:Interest income, net
    
    
    48,864
    
    
    
    106,689
    
    
    
    99,579Exchange (losses) gains, net
    
    
    (7,477
    )
    
    
    (16,786
    )
    
    
    3,957Loss from monetary position
    
    
    (72,253
    )
    
    
    (66,234
    )
    
    
    (88,322
    )Net comprehensive financing (cost) income
    
    
    (30,866
    )
    
    
    23,669
    
    
    
    15,214Income before taxes, employees statutory profit
sharing and extraordinary items
    
    
    869,744
    
    
    
    855,459
    
    
    
    844,882Provisions for (Note 11):Asset tax
    
    
    25,482
    
    
    
    22,503
    
    
    
    21,679Deferred income tax and employees statutory
profit sharing
    
    
    172,571
    
    
    
    237,612
    
    
    
    279,434Income before extraordinary items
    
    
    671,691
    
    
    
    595,344
    
    
    
    543,769Restructuring and contract termination fees, net of
deferred income taxes of Ps.4,565 , Ps. 0
and Ps.123, respectively
    
    
    19,046
    
    
    
    
    
    
    
    8,480Loss on natural disaster, net of deferred income
taxes of Ps. 0, Ps.2,995 and Ps.2,341, in 2005 and 2006,
respectively
    
    
    
    
    
    
    9,327
    
    
    
    7,174Net income
    
    Ps.
    652,645
    
    
    Ps.
    586,017
    
    
    Ps.
    528,115Earnings per share (Note 8)
    
    Ps.
    2.18
    
    
    Ps.
    1.95
    
    
    Ps.
    1.76
  
 
 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
FOR THE YEARS ENDED ON DECEMBER 31, 2004, 2005 AND 2006
   Reserve for
    
    
    
    
    
    
    TotalCapital
    
    
    Legal
    
    
    repurchase
    
    
    Retained
    
    
    stockholdersstock
    
    
    reserve
    
    
    of stock
    
    
    earnings
    
    
    equityBalance at December 31, 2003
    
    Ps.
    12,335,507
    
    
    Ps.
    58,442
    
    
    Ps.
    -
    
    
    Ps.
    440,284
    
    
    Ps.
    12,834,233Transfer to legal reserve
    
    
    
    
    
    
    15,620
    
    
    
    
    
    
    
    (15,620
    )
    
    
    -Transfer to reserve for repurchase
of stock
    
    
    
    
    
    
    
    
    
    
    171,947
    
    
    
    (171,947
    )
    
    
    -Recovered income tax paid on
dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,939
    
    
    
    25,939Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (190,013
    )
    
    
    (190,013
    )Income tax paid on dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (69,422
    )
    
    
    (69,422
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    652,645
    
    
    
    652,645Balance at December 31, 2004
    
    
    12,335,507
    
    
    
    74,062
    
    
    
    171,947
    
    
    
    671,866
    
    
    
    13,253,382Transfer to legal reserve
    
    
    
    
    
    
    32,632
    
    
    
    
    
    
    
    (32,632
    )
    
    
    -Transfer to reserve for repurchase
of stock
    
    
    
    
    
    
    
    
    
    
    353,532
    
    
    
    (353,532
    )
    
    
    -Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (199,989
    )
    
    
    (199,989
    )Income tax paid on dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (85,713
    )
    
    
    (85,713
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    586,017
    
    
    
    586,017Balance at December 31, 2005
    
    
    12,335,507
    
    
    
    106,694
    
    
    
    525,479
    
    
    
    586,017
    
    
    
    13,553,697Transfer to legal reserve
    
    
    
    
    
    
    28,992
    
    
    
    
    
    
    
    (28,992
    )
    
    
    -Transfer to reserve for repurchase
of stock
    
    
    
    
    
    
    
    
    
    
    254,178
    
    
    
    (254,178
    )
    
    
    -Dividends paid
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (210,663
    )
    
    
    (210,663
    )Income tax paid on dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (86,048
    )
    
    
    (86,048
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    528,115
    
    
    
    528,115Balance at December 31, 2006
    
    Ps.
    12,335,507
    
    
    Ps.
    135,686
    
    
    Ps.
    779,657
    
    
    Ps.
    534,251
    
    
    Ps.
    13,785,101
  
 
 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 STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED DECEMBER 31, 2004, 2005 AND 2006
   For the yearsended
December 31,2004
    
    
    2005
    
    
    2006Operating activities:Net income before extraordinary items
    
    Ps.
    671,691
    
    
    Ps.
    595,344
    
    
    Ps.
    543,769Adjustments to reconcile net income to
resources provided by (used in)
operating activities:Depreciation and amortization
    
    
    429,597
    
    
    
    451,674
    
    
    
    487,788Deferred income tax and employees
statutory profit sharing
    
    
    172,571
    
    
    
    237,612
    
    
    
    279,434Changes in operating assets and liabilities:Trade receivables
    
    
    (35,435
    )
    
    
    58,849
    
    
    
    (66,128
    )Recoverable taxes and other current assets
    
    
    95,448
    
    
    
    (104,839
    )
    
    
    5,304Recoverable asset tax
    
    
    (160,988
    )
    
    
    (119,108
    )
    
    
    (99,673
    )Trade accounts payable, accrued expenses
and other payables
    
    
    53,429
    
    
    
    178,259
    
    
    
    (103,214
    )Resources provided by operating activities
before extraordinary items
    
    
    1,226,313
    
    
    
    1,297,791
    
    
    
    1,047,280Restructure and contract termination fees
    
    
    (19,046
    )
    
    
    -
    
    
    
    (8,480
    )Loss on natural disaster
    
    
    -
    
    
    
    (9,327
    )
    
    
    (7,174
    )Resources provided by operating activities
    
    
    1,207,267
    
    
    
    1,288,464
    
    
    
    1,031,626Financing activities:Dividends paid
    
    
    (190,013
    )
    
    
    (199,989
    )
    
    
    (210,663
    )Tax on dividends paid
    
    
    (69,422
    )
    
    
    (85,713
    )
    
    
    (86,048
    )Recovered income tax paid on dividends
    
    
    25,939
    
    
    
    -
    
    
    
    -Resources used in financing activities
    
    
    (233,496
    )
    
    
    (285,702
    )
    
    
    (296,711
    )Investing activities:Direct commercial operations rights
    
    
    (83,464
    )
    
    
    -
    
    
    
    -Purchase of improvements to concessioned assets,
land, machinery, furniture and equipment
    
    
    (442,937
    )
    
    
    (657,830
    )
    
    
    (1,088,980
    )Resources used in investing activities
    
    
    (526,401
    )
    
    
    (657,830
    )
    
    
    (1,088,980
    )Increase in cash and marketable
securities
    
    
    447,370
    
    
    
    344,932
    
    
    
    (354,065
    )Cash and marketable securities, beginning
of period
    
    
    803,441
    
    
    
    1,250,811
    
    
    
    1,595,743Cash and marketable securities, end of
period
    
    Ps.
    1,250,811
    
    
    Ps.
    1,595,743
    
    
    Ps.
    1,241,678
  
 
 F - 6




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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. Formation and Description of Business
      F - 7




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##### Table of Contents



(Ley del
Mercado de Valores)
     2005
    
    
    2006Terminal 1 building write-off (reversal)
    
    Ps.
    57,194
    
    
    ( Ps.48,544)Restoration costs
    
    
    104,608
    
    
    
    60,038Insurance deductible
    
    
    3,746
    
    
    
    -Other expenses
    
    
    7,326
    
    
    
    -Other losses for natural disasters in other airports
    
    
    1,251
    
    
    
    1,522Insurance recovery
    
    
    (161,803
    )
    
    
    (3,501
    )Deferred taxes
    
    
    (2,995
    )
    
    
    (2,341
    )Net loss on natural disasters
    
    Ps.
    9,327
    
    
    Ps.
    7,174
 F - 8




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##### Table of Contents



2. Summary of significant accounting policies
    a) Basis of presentation
  Subsidiary
    
    Ownership interest (direct and indirect)2005
    
    2006Aeropuerto de Cancún, S. A. de C. V.
    
    
    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
    %Servicios Aeroportuarios del Sureste, S. A. de C. V.
    
    
    99.99
    %
    
    
    99.99
    %
  b) Recognition of the effects of inflation
  F - 9




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##### Table of Contents




    
    The consolidated statements of income and changes in
stockholders equity were restated applying Mexican National
Consumer Price Index (Mexican CPI) factors from the periods
in which the transactions occurred. The consolidated financial
statements of the Company for the years ended December 31,
2004 and 2005, have been restated for comparability purposes
to December 31, 2006 purchasing power, by applying the
restatement factors of 1.075 and 1.040, respectively.
    
    The consolidated statements of changes in financial
position present, in constant pesos, the resources provided by
or used in operating, financing and investing activities.
  Restatement of non-monetary assets:
   Restatement of stockholders equity:
  Loss from monetary position:
  c) Cash and marketable securities
  d) Derivatives
  F - 10




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##### Table of Contents



e) Improvements to concessioned assets, land, machinery, furniture and equipment, net
  YearsImprovements to concessioned assets
    
    10-50Machinery and equipment
    
    10Office furniture and equipment
    
    10Computer equipment
    
    3Automotive equipment
    
    4Other
    
    various
  f) Rights to use airport facilities, environmental liabilities and airport concessions
    g) Review of the book value of long  lived assets
  F - 11




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##### Table of Contents



h) Seniority premiums and employee severance pay
   i) Revenue recognition
      F - 12




---



##### Table of Contents



Year endedDecember 31,2004
    
    
    2005
    
    
    2006Regulated services:Airport services
    
    Ps.
    1,673,657
    
    
    Ps.
    1,601,756
    
    
    Ps.
    1,671,636Non-regulated services:Airport services:Access fees from non-permanent
ground transportation
    
    
    8,436
    
    
    
    7,748
    
    
    
    8,695Car parking lots and related access fees
    
    
    27,670
    
    
    
    34,040
    
    
    
    37,710Other access fees
    
    
    3,375
    
    
    
    3,179
    
    
    
    2,362Commercial services
    
    
    397,186
    
    
    
    478,745
    
    
    
    494,550Other services
    
    
    14,267
    
    
    
    21,992
    
    
    
    24,008Total non-regulated services
    
    
    450,934
    
    
    
    545,704
    
    
    
    567,325Ps.
    2,124,591
    
    
    Ps.
    2,147,460
    
    
    Ps.
    2,238,961
 ) Transactions in foreign currency and exchange rate differences
  k) Deferred income tax, employees statutory profit sharing and tax on dividends
   F - 13




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##### Table of Contents



l) Comprehensive income
  m) Earnings per share
   n) Concentrations
    F - 14




---



##### Table of Contents



o) Recently issued accounting standards
      3. Trade receivables, net
  December 31,2005
    
    
    2006Trade receivables
    
    Ps.
    179,554
    
    
    Ps.
    235,830Less: allowance for doubtful accounts
    
    
    (10,141
    )
    
    
    (289
    )Net
    
    Ps.
    169,413
    
    
    Ps.
    235,541
  December 31,2004
    
    
    2005
    
    
    2006Balance at the beginning of the period
    
    (Ps.
    6,490
    )
    
    (Ps.
    6,168
    )
    
    (Ps.
    10,141
    )Increases, applications and
cancellations, net.
    
    
    
    
    
    
    (4,171
    )
    
    
    9,185Effects of inflation
    
    
    322
    
    
    
    199
    
    
    
    1,245Balance at the end of the period
    
    (Ps.
    6,168
    )
    
    (Ps.
    10,141
    )
    
    (Ps.
    289
    )
 F - 15




---



##### Table of Contents



4. Improvements to concessioned assets, land, machinery, furniture and equipment
  December 31,2005
    
    
    2006Machinery and equipment
    
    Ps.
    71,866
    
    
    Ps.
    82,116Office furniture and equipment
    
    
    76,478
    
    
    
    94,668Automotive equipment
    
    
    138,523
    
    
    
    159,683Improvements to concessioned assets (a)
    
    
    1,800,663
    
    
    
    2,430,202Others
    
    
    9,447
    
    
    
    3,9212,096,977
    
    
    
    2,770,590Less: accumulated depreciation
    
    
    (384,865
    )
    
    
    (534,573
    )Total
    
    
    1,712,112
    
    
    
    2,236,017Land
    
    
    113,532
    
    
    
    113,532Construction in progress (b)
    
    
    227,071
    
    
    
    723,905Advances to contractors
    
    
    213,199
    
    
    
    75,904Net
    
    Ps.
    2,265,914
    
    
    Ps.
    3,149,358
  (a)
    
    Improvements to concessioned assets as of December 31, 2005 and 2006, were comprised of the
following:
 December 31,2005
    
    
    2006Buildings
    
    Ps.
    699,652
    
    
    Ps.
    845,677Air side
    
    
    563,882
    
    
    
    703,227Land side
    
    
    180,479
    
    
    
    189,794Technical installations
    
    
    123,426
    
    
    
    223,323Machinery and equipment
    
    
    42,172
    
    
    
    62,469Security equipment
    
    
    40,778
    
    
    
    220,158IT equipment
    
    
    132,920
    
    
    
    162,743Others
    
    
    17,354
    
    
    
    22,811Total
    
    Ps.
    1,800,663
    
    
    Ps.
    2,430,202
  5. Airport concessions
 F - 16




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##### Table of Contents



Remainingestimateduseful life(years)Acquisition cost
    
    Ps.
    12,249,946allocated to:Rights to use airport facilities:Runways, taxiways, and aprons
    
    Ps.
    1,525,160
    
    
    40-42Buildings
    
    
    493,314
    
    
    17-42Other infrastructure
    
    
    127,282
    
    
    23Land
    
    
    659,918
    
    
    422,805,674Environmental liabilities
    
    
    (14,966
    )Airport concessions
    
    
    9,459,238
    
    
    42Total
    
    Ps.
    12,249,946
 
  
    
    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 14).
    
    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 law 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.
 F - 17




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##### Table of Contents




    
    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.
    
    The concession may be terminated for non-performance if
the concession holder fails to comply with certain of the
obligations imposed by the concession 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.
 6. Other rights acquired
      Remaining estimateduseful lives2006
    
    
    (years)Acquisition cost
    
    Ps.
    535,997allocated to:Rights to use:Buildings
    
    Ps.
    57,531
    
    
    
    20-43Other infrastructure
    
    
    2,715
    
    
    
    5-1060,246Airport concessions
    
    
    475,751
    
    
    
    0.5-3Total
    
    Ps.
    535,997
 F - 18




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##### Table of Contents



Ps. Ps. Ps.
    7. Accrued expenses and other payables
  December
31,2005
    
    
    2006Taxes payable
    
    Ps.
    38,839
    
    
    Ps.
    31,776Concession fees
    
    
    26,094
    
    
    
    26,064Due To Shareholder  ITA
    
    
    50,815
    
    
    
    42,710Due to Supplier  Provetecnia, S.A. de C.V.
    
    
    43,712
    
    
    
    10,155Provision for restoration costs, net
    
    
    48,179
    
    
    
    17,283Other accruals
    
    
    136,691
    
    
    
    111,109Total
    
    Ps.
    344,330
    
    
    Ps.
    239,097
 8. Stockholders equity
 Ps.
  F - 19




---



##### Table of Contents



Nominal
    
    
    
    
    
    
    Restatedvalue
    
    
    Restatement
    
    
    valueCapital stock:Fixed
    
    Ps.
    7,767,276
    
    
    Ps.
    4,568,231
    
    
    Ps.
    12,335,507
 Ps. Ps.
 Ps. Ps. Ps. Ps.
 Stock Options
  Dividends
 Ps. Ps. Ps. Ps. Ps.
 Ps. Ps. Ps. Ps. Ps.
 Ps. Ps. Ps. Ps. Ps.
  F - 20




---



##### Table of Contents



Earnings per share
  2004
    
    

2005
    
    

2006Income from continuing operations
    
    Ps.
    2.24
    
    
    Ps.
    1.98
    
    
    Ps.
    1.81Extraordinary items
    
    Ps.
    (0.06
    )
    
    Ps.
    (0.03
    )
    
    Ps.
    (0.05
    )Net income
    
    Ps.
    2.18
    
    
    Ps.
    1.95
    
    
    Ps.
    1.76
 9. Rentals under operating leases
   2007
    
    Ps.
    388,9842008
    
    
    423,2712009
    
    
    446,4482010
    
    
    418,1302011
    
    
    377,676Thereafter
    
    
    2,004,384Total
    
    Ps.
    4,058,893
 10. Foreign currency balances and transactions
  F - 21




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##### Table of Contents



Foreign currency
    
    
    Period endamounts
    
    
    exchange rate
    
    
    Mexican pesos(thousands)
    
    
    
    
    
    
    (thousands)December 31, 2005Assets:Cash and marketable securities
    
    US$
    20,803
    
    
    Ps.
    10.6344
    
    
    Ps.
    221,422Prepaids
    
    
    1,043
    
    
    
    10.6344
    
    
    
    11,097Others
    
    
    2,249
    
    
    
    10.6344
    
    
    
    23,913Liabilities:Accrued expenses and
other
payables
    
    US$
    6,984
    
    
    
    10.6344
    
    
    
    74,267
 Foreign currency
    
    
    Period endamounts
    
    
    exchange rate
    
    
    Mexican pesos(thousands)
    
    
    
    
    
    
    (thousands)December 31, 2006Assets:Cash and marketable securities
    
    US$
    9,441
    
    
    Ps.
    10.8116
    
    
    Ps.
    102,074Prepaids
    
    
    1,445
    
    
    
    10.8116
    
    
    
    15,622Deposits
    
    
    41
    
    
    
    10.8116
    
    
    
    438Clients
    
    
    2,597
    
    
    
    10.8116
    
    
    
    28,086Liabilities:Accrued expenses and
other
payables
    
    US$
    3,459
    
    
    
    10.8116
    
    
    
    37,393Deposits
    
    
    1,018
    
    
    
    10.8116
    
    
    
    11,007
  Foreign currency
    
    
    Averageamounts
    
    
    exchange rate
    
    
    Mexican pesos(thousands)
    
    
    
    
    
    
    (thousands)Year ended December 31, 2004Income statement:Technical assistance fees and
related costs
    
    US$
    2,322
    
    
    Ps.
    11.59
    
    
    Ps.
    26,912Professional services expenses
    
    
    664
    
    
    
    11.82
    
    
    
    7,848Other
    
    
    1,199
    
    
    
    11.65
    
    
    
    13,968Year ended December 31, 2005Income statement:Technical assistance fees and
related costs
    
    US$
    2,311
    
    
    Ps.
    10.84
    
    
    Ps.
    25,048Professional services expenses
    
    
    1,916
    
    
    
    12.58
    
    
    
    24,111Other
    
    
    38
    
    
    
    11.02
    
    
    
    419Year ended December 31, 2006Income statement:Technical assistance fees and
related costs
    
    US$
    2,391
    
    
    Ps.
    10.98
    
    
    Ps.
    26,260Professional services expenses
    
    
    1,304
    
    
    
    10.86
    
    
    
    14,161Other
    
    
    876
    
    
    
    10.90
    
    
    
    9,548
 Ps. Ps. Ps.
 F - 22




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##### Table of Contents



11. Income tax, asset tax and employees statutory profit sharing
  Ps. Ps. Ps. Ps. Ps. Ps.
    For the yearsended
December 31,2004
    
    
    2005
    
    
    2006Income tax-deferred
    
    Ps.
    168,006
    
    
    Ps.
    234,617
    
    
    Ps.
    276,970Income tax-deferred accounted for
in extraordinary items
    
    
    4,565
    
    
    
    2,995
    
    
    
    2,464Provision for income tax
    
    Ps.
    172,571
    
    
    Ps.
    237,612
    
    
    Ps.
    279,434
  F - 23




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##### Table of Contents



For theyears endedDecember
31,2004
    

2005
    

2006Tax at statutory rate
    
    
    (33
    %)
    
    
    (30
    %)
    
    
    (29
    %)Non-deductible items and other
permanent differences
    
    
    6
    %
    
    
    4
    %
    
    
    (2
    %)Increase in valuation allowance, net
    
    
    (3
    %)
    
    
    (1
    %)
    
    
    (1
    %)Change in income tax rate
    
    
    14
    %
    
    
    1
    %
    
    
    1
    %Provision for income taxes
    
    
    (16
    %)
    
    
    (26
    %)
    
    
    (31
    %)
   December
31,2005
    
    

2006Deferred income taxDeferred tax assets:Tax loss carryforwards
    
    Ps.
    597,661
    
    
    Ps.
    709,343Other
    
    
    50,623
    
    
    
    31,834Valuation allowance
    
    
    (75,262
    )
    
    
    (84,486
    )573,022
    
    
    
    656,691Deferred tax liabilities:Airport concessions, rights to use
airport facilities and machinery furniture
and equipment
    
    
    (1,734,204
    )
    
    
    (2,091,146
    )Other
    
    
    (1,312
    )
    
    
    (5,009
    )(1,735,516
    )
    
    
    (2,096,155
    )Net deferred tax liabilities before recoverable asset tax
    
    
    (1,162,494
    )
    
    
    (1,439,464
    )Recoverable asset tax, net of valuation allowance
of Ps.181,324 and Ps.224,631, respectively
    
    
    495,468
    
    
    
    573,513Net deferred tax liabilities
    
    (
    Ps667,026
    )            (
    Ps865,951
    )
 F - 24




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##### Table of Contents



December
31,2005
    
    2006Deferred employees statutory profit sharing:Net deferred employees statutory profit sharing
liabilities recognized in respect of all the non
recurring temporary differences generated in
the year ended December 31, 2000, between the
tax and the book basis
    
    
    (Ps.39,015
    )
    
    
    (Ps.37,497
    )Net deferred income tax and employees
statutory profit sharing liabilities
    
    
    (Ps.706,041
    )
    
    
    (Ps.903,448
    )
  Ps. Ps.
 12. Technical assistance agreement
   Ps. Ps. Ps.
 F - 25




---



##### Table of Contents



13. Related party transactions
  Ps.
 Ps.
  14. Commitments and contingencies
 Commitments
  Ps. Ps. Ps.
 Ps.
 Period
    
    Amount (1)2007
    
    Ps.
    1,147,1052008
    
    
    160,498Total
    
    Ps.
    1,307,603
 F - 26




---



##### Table of Contents



(1)
    
    Expressed in thousands of pesos in purchasing power as of December 31, 2006 applying
Mexican National Construction Price Index factors according with the MDPs terms.
 Contingencies
 a)
    
    The operations of the Company are subject to Mexican federal and state laws and regulations
relating to the protection of the environment. Under these laws, regulations have been issued
concerning water and air pollution, environmental impact studies, noise control and hazardous
wastes. The Ministry of the Environment, Natural Resources and Fishing can bring
administrative, civil and criminal proceedings against companies that violate environmental
laws and has the power to close non-complying facilities.b)
    
    At present, there are two labor-law claims against the Company. The Company is in the
judicial process. Moreover, no ruling has been handed down at the date of this report.c)
    
    Claims have been asserted against the Company by the municipalities of Huatulco and Oaxaca or
the payment of property taxes in respect of the land comprising the airports in this
community. Based on the opinion of outside counsel, management believes that there is no
legal basis for these claims and the Company intends to take legal action to have the
claims dismissed.
  15. Segment information
  F - 27




---



##### Table of Contents



Year ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidationDecember 31, 2004
    
    Cancun
    
    Villahermosa
    
    Mérida
    
    Servicios
    
    Other
    
    adjustments
    
    TotalTotal revenues
    
    Ps.
    1,623,993
    
    
    Ps.
    83,174
    
    
    Ps.
    126,004
    
    
    Ps.
    190,710
    
    
    Ps.
    308,389
    
    
    
    (Ps.207,679
    )
    
    Ps.
    2,124,591Operating
income (loss)
    
    
    856,368
    
    
    
    21,324
    
    
    
    15,411
    
    
    
    10,226
    
    
    
    204,960
    
    
    
    (207,679
    )
    
    
    900,610Total assets
    
    
    9,587,364
    
    
    
    735,766
    
    
    
    1,078,645
    
    
    
    35,441
    
    
    
    16,256,346
    
    
    
    (13,657,188
    )
    
    
    14,036,374Capital
expenditures
    
    
    281,715
    
    
    
    28,377
    
    
    
    19,288
    
    
    
    1,183
    
    
    
    112,374
    
    
    
    
    
    
    
    442,937Depreciation and
amortization
    
    
    273,873
    
    
    
    22,053
    
    
    
    37,220
    
    
    
    2,244
    
    
    
    94,207
    
    
    
    
    
    
    
    429,597Year ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidationDecember 31, 2005
    
    Cancun
    
    Villahermosa
    
    Mérida
    
    Servicios
    
    Other
    
    adjustments
    
    TotalTotal revenues
    
    Ps.
    1,608,863
    
    
    Ps.
    92,190
    
    
    Ps.
    137,400
    
    
    Ps.
    186,613
    
    
    Ps.
    327,681
    
    
    
    (Ps.205,287
    )
    
    Ps.
    2,147,460Operating income (loss)
    
    
    780,185
    
    
    
    26,952
    
    
    
    19,493
    
    
    
    (2,496
    )
    
    
    212,943
    
    
    
    (205,287
    )
    
    
    831,790Total assets
    
    
    10,128,825
    
    
    
    765,808
    
    
    
    1,089,107
    
    
    
    31,215
    
    
    
    16,622,392
    
    
    
    (14,003,897
    )
    
    
    14,633,450Capital expenditures
    
    
    473,757
    
    
    
    68,207
    
    
    
    24,638
    
    
    
    5,098
    
    
    
    86,130
    
    
    
    0
    
    
    
    657,830Depreciation and
amortization
    
    
    285,421
    
    
    
    23,156
    
    
    
    39,283
    
    
    
    2,283
    
    
    
    101,531
    
    
    
    0
    
    
    
    451,674Year ended
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    ConsolidationDecember 31, 2006
    
    Cancun
    
    Villahermosa
    
    Mérida
    
    Servicios
    
    Other
    
    adjustments
    
    TotalTotal revenues
    
    Ps.
    1,693,470
    
    
    Ps.
    97,008
    
    
    Ps.
    136,590
    
    
    Ps.
    189,253
    
    
    Ps.
    333,165
    
    
    
    (Ps.210,525
    )
    
    Ps.
    2,238,961Operating income (loss)
    
    
    810,437
    
    
    
    16,428
    
    
    
    14,206
    
    
    
    1,761
    
    
    
    (13,164
    )
    
    
    
    
    
    
    829,668Total assets
    
    
    10,505,542
    
    
    
    771,233
    
    
    
    1,086,658
    
    
    
    29,998
    
    
    
    16,814,395
    
    
    
    (14,266,425
    )
    
    
    14,941,401Capital expenditures
    
    
    922,898
    
    
    
    30,927
    
    
    
    41,610
    
    
    
    1,774
    
    
    
    91,771
    
    
    
    
    
    
    
    1,088,980Depreciation and
amortization
    
    
    311,947
    
    
    
    28,009
    
    
    
    37,613
    
    
    
    2,329
    
    
    
    107,890
    
    
    
    
    
    
    
    487,788
  F - 28




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##### Table of Contents



16. Differences between Mexican Financial Reporting Standards and US GAAP
   For the year ended December 31,2004
    
    
    2005
    
    
    2006Reconciliation of net income:Net income as reported under
NIF
    
    Ps.
    652,645
    
    
    Ps.
    586,017
    
    
    Ps.
    528,115US GAAP adjustments:(A) Amortization of airport concessions
    
    
    189,223
    
    
    
    189,223
    
    
    
    189,223(A) Amortization of rights to use airport facilities
    
    
    17,988
    
    
    
    16,910
    
    
    
    15,305(B) Terminal 1 building write-off reversal
    
    
    -
    
    
    
    -
    
    
    
    (48,345
    )(C) Contract termination fee on leasehold agreement
    
    
    (73,070
    )
    
    
    15,869
    
    
    
    15,318(D) Concession fee on lease hold agreement
    
    
    -
    
    
    
    -
    
    
    
    (3,869
    )(E) Tax on dividends, net
    
    
    (41,808
    )
    
    
    (85,712
    )
    
    
    (86,048
    )(F) Professional fees for recovered tax on dividends
    
    
    (1,683
    )
    
    
    -
    
    
    
    -(G) Deferred employees statutory profit sharing
    
    
    (105,458
    )
    
    
    (250,844
    )
    
    
    (148,184
    )(H) Deferred income taxes, net of inflation effects
    
    
    (370,684
    )
    
    
    (1,202
    )
    
    
    (45,554
    )Total US GAAP adjustments
    
    
    (385,492
    )
    
    
    (115,756
    )
    
    
    (112,154
    )Net income under US GAAP
    
    Ps.
    267,153
    
    
    Ps.
    470,261
    
    
    Ps.
    415,961Basic and diluted earnings per share
    
    Ps.
    0.89
    
    
    Ps.
    1.57
    
    
    Ps.
    1.39
 F - 29




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##### Table of Contents



As of December 31,2005
    
    
    2006Reconciliation of stockholders equity:Total stockholders equity reported under
NIF
    
    Ps.
    13,553,697
    
    
    Ps.
    13,785,101US GAAP adjustments:(A) Airport concessions
    
    
    (8,103,583
    )
    
    
    (7,914,360
    )(A) Rights to use airport facilities
    
    
    (477,135
    )
    
    
    (461,830
    )(B) Terminal 1 write-off reversal
    
    
    
    
    
    
    (48,345
    )(C) Contract termination fee on leasehold agreement
    
    
    (57,201
    )
    
    
    (41,883
    )(D) Concession fee on lease hold agreement
    
    
    
    
    
    
    (3,869
    )(G) Deferred employees statutory profit
sharing
    
    
    281,096
    
    
    
    132,912(H) Deferred income taxes
    
    
    2,315,346
    
    
    
    2,269,792Total US GAAP adjustments
    
    
    (6,041,477
    )
    
    
    (6,067,583
    )Total stockholders equity under US GAAP
    
    Ps.
    7,512,220
    
    
    Ps.
    7,717,518
  Balance at December 31, 2004
    
    Ps.
    7,241,948Net income
    
    
    470,261Dividends declared
    
    
    (199,989
    )Balance at December 31, 2005
    
    
    7,512,220Net income
    
    
    415,961Dividends declared
    
    
    (210,663
    )Balance at December 31, 2006
    
    Ps.
    7,717,518
  As of December 31,2005
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    Ps.
    1,117,236
    
    
    Ps.
    828,706Other current assets
    
    
    816,701
    
    
    
    811,984Net current deferred tax asset
    
    
    45,718
    
    
    
    23,860Total current assets
    
    
    1,979,655
    
    
    
    1,664,550
 F - 30




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##### Table of Contents



As of December 31,2005
    
    
    2006Improvements to concessioned assets, land,
machinery, furniture and equipment  net
    
    
    2,264,172
    
    
    
    3,149,358Airport concessions  net
    
    
    89,448
    
    
    
    29,796Rights to use airport facilities  net
    
    
    1,706,238
    
    
    
    1,655,139Deferred employees statutory profit
sharing
    
    
    243,599
    
    
    
    95,415Deferred income taxes
    
    
    1,602,602
    
    
    
    1,379,981Total assets
    
    Ps.
    7,885,714
    
    
    Ps.
    7,974,239Liabilities and Stockholders EquitySeniority premiums
    
    Ps.
    6,548
    
    
    Ps.
    7,511Other current liabilities
    
    
    366,946
    
    
    
    249,210Total liabilities
    
    
    373,494
    
    
    
    256,721Total stockholders equity
    
    
    7,512,220
    
    
    
    7,717,518Total liabilities and stockholders equity
    
    Ps.
    7,885,714
    
    
    Ps.
    7,974,239
 For the years endedDecember 31,2004
    
    
    2005
    
    
    2006Net revenues
    
    Ps.
    2,124,591
    
    
    Ps.
    2,147,460
    
    
    Ps.
    2,235,092Cost of services (1)
    
    
    (609,569
    )
    
    
    (808,960
    )
    
    
    (784,554
    )General and administrative
expenses (1)
    
    
    (219,160
    )
    
    
    (129,384
    )
    
    
    (102,293
    )Depreciation and amortization
    
    
    (212,034
    )
    
    
    (229,673
    )
    
    
    (267,743
    )Other expenses
    
    
    (179,864
    )
    
    
    (189,581
    )
    
    
    (249,505
    )Operating expenses
    
    
    (1,220,627
    )
    
    
    (1,357,598
    )
    
    
    (1,404,095
    )Operating income
    
    
    903,964
    
    
    
    789,862
    
    
    
    830,997Net comprehensive financing income (cost)
    
    
    (34,928
    )
    
    
    22,820
    
    
    
    15,214Income tax expense (2)
    
    
    (601,883
    )
    
    
    (342,421
    )
    
    
    (430,250
    )Net income
    
    Ps.
    267,153
    
    
    Ps.
    470,261
    
    
    Ps.
    415,961
 
 (1)
    
    Exclusive of depreciation and amortization.(2)
    
    Consists of assets tax, tax on dividends and income taxes. F - 31




---



##### Table of Contents



(A) Airport concessions, rights to use airport facilities and environmental liabilities
  Ps. Ps.
 (B) Terminal 1 building write-off reversal
   (C) Contract termination fee on leasehold agreements
 Accounting for Costs Associated with Exit or
Disposal Activities Ps. Ps.
 (D) Concession fee on Leasehold agreement
   F - 32




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##### Table of Contents



(E) Tax on dividends
 Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps. Ps.
 (F) Professional fees for recovered tax on dividends
  (G) Employees Statutory Profit Sharing
      F - 33




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##### Table of Contents



For the years endedDecember 31,2004
    
    
    2005
    
    
    2006Deferred
    
    Ps.
    105,458
    
    
    Ps.
    250,844
    
    
    Ps.
    148,184Ps.
    105,458
    
    
    Ps.
    250,844
    
    
    Ps.
    148,184
  December 31,2005
    
    
    2006Deferred assets:Airport concessions, rights to use
airport facilities and machinery, furniture
and equipment
    
    Ps.
    237,621
    
    
    Ps.
    94,363Tax loss carryforwardsOther
    
    
    23,234
    
    
    
    15,325Valuation allowance
    
    
    (16,788
    )
    
    
    (12,484
    )244,067
    
    
    
    97,204Deferred liabilities
    
    
    (468
    )
    
    
    (1,789
    )Net deferred employees statutory profit sharing asset
    
    Ps.
    243,599
    
    
    Ps.
    95,415
 (H) Deferred income taxes
  Ps. Ps. Ps.
  F - 34




---



##### Table of Contents



As of December 31,2005
    
    
    2006Current deferred tax asset:Accrued liabilities
    
    Ps.
    45,596
    
    
    Ps.
    23,123Prepaids and other current assets
    
    
    2,803
    
    
    
    6,71448,399
    
    
    
    29,837Less: current valuation allowance
    
    
    (2,681
    )
    
    
    (2,806
    )Current deferred tax asset
    
    
    45,718
    
    
    
    27,031Current deferred tax liability:Inventories
    
    
    
    
    
    
    (3,171
    )Current deferred tax liability
    
    
    
    
    
    
    (3171
    )Net current deferred tax asset
    
    Ps.
    45,718
    
    
    Ps.
    23,860Noncurrent deferred tax asset:Contract termination fee on leasehold
agreement
    
    Ps.
    18,479
    
    
    Ps.
    14,798Tax paid on dividends
    
    
    86,048
    
    
    
    85,712Tax loss carryforwards
    
    
    597,662
    
    
    
    709,343Fixed assets
    
    
    665,355
    
    
    
    264,217Seniority premiums
    
    
    1,4851,369,029
    
    
    
    1,074,070Less: noncurrent valuation allowance
    
    
    (260,642
    )
    
    
    (265,832
    )Noncurrent deferred tax asset
    
    
    1,108,387
    
    
    
    808,238Noncurrent deferred tax liability:Other deferred assets
    
    
    (1,253
    )
    
    
    (1,770
    )Non current deferred tax liability
    
    
    (1,253
    )
    
    
    (1,770
    )Net noncurrent deferred tax liability
    
    
    1,107,134
    
    
    
    806,468Total net deferred tax asset
    
    
    1,152,852
    
    
    
    830,328Recoverable asset tax
    
    
    495,468
    
    
    
    573,513Total deferred tax asset
    
    
    1,648,320
    
    
    
    1,403,841
 F - 35




---



##### Table of Contents



As of December 31,2005
    
    
    2006Net deferred tax asset under U.S. GAAP
    
    
    1,648,320
    
    
    
    1,403,841Net deferred tax liability under Mexican
Reporting Standards
    
    
    667,026
    
    
    
    865,951Net deferred U.S. GAAP adjustments to the
net deferred tax asset
    
    Ps.
    2,315,346
    
    
    Ps.
    2,269,792
  (I) Cash and marketable securities
   (J) Restructure, contract termination fees and loss on natural disaster
  (K) Supplemental Cash Flow Information
   F - 36




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##### Table of Contents



For the years endedDecember
31,2004
    
    

2005
    
    

2006Operating activities:Net income under US GAAP
    
    Ps.
    267,153
    
    
    Ps.
    470,261
    
    
    Ps.
    415,961Adjustments to reconcile net income to
cash flows provided by operating activities:Loss from monetary position
    
    
    72,253
    
    
    
    66,234
    
    
    
    88,322Asset tax, tax on dividends and deferred
income taxes
    
    
    601,882
    
    
    
    342,421
    
    
    
    430,250Deferred employees statutory profit sharing
    
    
    105,451
    
    
    
    250,844
    
    
    
    148,184Depreciation and amortization
    
    
    212,034
    
    
    
    229,673
    
    
    
    267,743Other provisions
    
    
    
    
    
    
    196,306
    
    
    
    59,993Write off of fixed assets
    
    
    
    
    
    
    57,184Changes in operating assets and liabilities:Trade receivables
    
    
    (44,952
    )
    
    
    69,459
    
    
    
    (72,727
    )Recoverable taxes and other current assets
    
    
    (193,331
    )
    
    
    (140,883
    )
    
    
    (162,013
    )Trade accounts payable
    
    
    869
    
    
    
    11,389
    
    
    
    (15,701
    )Accrued expenses and other payables
    
    
    40,598
    
    
    
    (213,825
    )
    
    
    (190,188
    )Cash flows provided by operating activities
    
    
    1,061,957
    
    
    
    1,339,063
    
    
    
    969,824Investing activities:Short-term investmentsPurchases of short  term investments
    
    
    (629,628
    )
    
    
    (401,788
    )
    
    
    (341,283
    )Proceeds from short  term investments
    
    
    718,699
    
    
    
    125,145
    
    
    
    388,180Purchase of other rights and machinery
furniture and equipment
    
    
    (442,937
    )
    
    
    (620,332
    )
    
    
    (996,763
    )Cash flows provided by (used in) investing
activities
    
    
    (353,868
    )
    
    
    (896,976
    )
    
    
    (949,866
    )Insurance proceeds
    
    
    
    
    
    
    (115,496
    )
    
    
    (54,304
    )Financing activities:Payment of dividends
    
    
    (190,013
    )
    
    
    (199,989
    )
    
    
    (210,663
    )Cash flows used in financing activities
    
    
    (190,013
    )
    
    
    (199,989
    )
    
    
    (210,663
    )Effects of inflation on cash and cash equivalents
    
    
    15,245
    
    
    
    (33,015
    )
    
    
    (43,521
    )Decrease in cash and cash equivalents
    
    
    533,321
    
    
    
    93,587
    
    
    
    (288,530
    )Cash and cash equivalents at beginning of period
    
    
    490,328
    
    
    
    1,023,649
    
    
    
    1,117,236Cash and cash equivalents at end of period
    
    Ps.
    1,023,649
    
    
    Ps.
    1,117,236
    
    
    Ps.
    828,706Supplemental cash disclosures:Asset tax and tax paid on dividends
    
    Ps.
    238,785
    
    
    Ps.
    226,990
    
    
    Ps.
    211,668Supplemental non-cash disclosures:Recovered tax on dividends
    
    Ps.
    27,622
    
    
    Ps.
    0
    
    
    Ps.
    0
 F - 37




---



##### Table of Contents



(L) Recently Issued Accounting Standards
 Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109
 How Taxes
Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income
Statement (That Is, Gross versus Net Presentation)
 Fair Value Measurements
  C.P.A. Adolfo Castro RivasChief Financial and Strategic Planning OfficerGrupo Aeroportuario del Sureste, S.A.B. de C.V.
 F - 38




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description1.1
    
    An English translation of the Amended and Restated Bylaws (Estatutos Sociales) of
the Company.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.4.1
    
    Amended and Restated Cancun 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
Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco,
S.A. de C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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 Aeropuertos y Servicios Auxiliares
(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
    
    First 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 Cancun, S.A. de
C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V.,
Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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).4.4
    
    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
Cancun, S.A. de C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de
C.V., Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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.4.5
    
    Technical Assistance and Transfer of Technology Agreement among the Company,
Servicios Aeroportuarios del Sureste, S.A. de C.V., Aeropuerto de Cancun, S.A. de
C.V., Aeropuerto de Cozumel, S.A. de C.V., Aeropuerto de Huatulco, S.A. de C.V.,
Aeropuerto de Merida, S.A. de C.V., Aeropuerto de Minatitlan, 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).8.1
    
    List of subsidiaries of the Company (incorporated by reference to our registration
statement on Form F-1 (File No. 333-12486) filed on September 7, 2000).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 2002.15.1
    
    Attestation Report of the
Registered Public Accounting Firm.