-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mb+quZrVsYKJtM4Lxta4Jsx6b4uwyyy7IYsBYToJmEMmEVjiHCqUZN4K1vrHAguU Ba7K10Lh9B5I5UPAIbAdxQ== 0000903423-10-000323.txt : 20100708 0000903423-10-000323.hdr.sgml : 20100708 20100518152222 ACCESSION NUMBER: 0000903423-10-000323 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100518 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTHEAST AIRPORT GROUP CENTRAL INDEX KEY: 0001123452 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF BUSINESS PHONE: 011525552840400 MAIL ADDRESS: STREET 1: BOSQUE DE ALISOS NO. 47A - 4TH FL CITY: BOSQUES DE LAS LOMAS STATE: O5 ZIP: 05120 DF CORRESP 1 filename1.htm Unassociated Document

 
GRUPO AEROPORTUARIO DEL SURESTE S.A.B. DE C.V.

   
May 18, 2010
 
VIA EDGAR TRANSMISSION
 
Ms. Lyn Shenk
Division of Corporation Finance
Securities and Exchange Commission
CF/AD5
100 F Street NE
Washington, D.C.  20549-3561
  

 
Dear Ms. Shenk:
 
By letter dated April 15, 2010, the staff of the Securities and Exchange Commission (the “Staff”) provided certain additional comments to the annual report on Form 20-F filed on June 10, 2009 (the “20-F”) by the Southeast Airport Group (Grupo Aeroportuario del Sureste, S.A.B. de C.V. or the “Company”) and to the Company’s response dated March 17, 2010 (the “Response”) to the Staff’s letter dated January 15, 2010.  On May 5, 2010, the Company submitted an initial response to the Staff’s April 15 letter (the & #8220;Initial Company Response”).  The Company is submitting via EDGAR a supplemental response to the Staff’s comments.
 
For convenience, we have reproduced in italics below the Staff’s first comment from the April 15 letter and have provided the Company’s responses immediately below the comments.
 
Form 20-F for the Year Ended December 31, 2008
 
Item 5.  Operating and Financial Review and Prospects
 
Operating Results by Airport, page 81
 
1.
Refer to your response to our prior comment number 2.  From the information provided, we understand that you have established a “solidarity fee” among your entities.  We understand the solidarity fee is for the purpose of guaranteeing the ongoing viability of the concession by contributing to the strengthening of the finances and covering the operating expenses of concession holders (i.e., airports) that are unable to do so on their own behalf and due to their own operations.  In effect, the fee amounts to a guarantee that the concession shall not be withdrawn from anyone or all of the concession holders.  To the extent that the solidarity fee affects the results of your entities or grouping thereof, we believe such effects should be separately presented for each reported entity or grouping and clear as to the effect (i.e., increase or decrease ) on the results.  We believe such a presentation will permit investors to fully and clearly understand the impact of the solidarity fee on the results of each affected entity.  Please revise the presentation of the results of your entities accordingly.

 
 
 
Southeast Airport Group
May 18, 2010
Page 2 of 5

We will expand our disclosure in our next annual report filed on Form 20-F to further explain the effects the solidarity agreement has on the results of each of our segments.  In future filings, we intend to indicate the effects of the solidarity agreement as set forth in Annex A hereto.

If you have any questions or require any additional information with respect to the above, please do not hesitate to contact our U.S. counsel Jorge Juantorena at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2758.

Sincerely,
 
/s/ Adolfo Castro Rivas      
Lic. Adolfo Castro de Rivas
Chief Financial Officer

cc:    Doug Jones
Securities and Exchange Commission

Jorge U. Juantorena
Cleary Gottlieb Steen & Hamilton LLP

Faustino Montero
PriceWaterhouseCoopers

 
 
 
Southeast Airport Group
May 18, 2010
Page 3 of 5


ANNEX A

 
Year Ended December 31,
 
2007(1)
2008(2)
 
Airport Operating Results
Per Workload Unit(3)
Airport Operating Results
Per Workload Unit(3)
 
(millions of  pesos)
(pesos)
(millions of pesos)
(pesos)
Cancún(4):
        
Revenues before solidarity agreement:
        
Aeronautical services                                       
1,370.4
119.1
1,551.8
120.9
Non-aeronautical services
737.7
64.1
898.1
70.0
Total revenues before solidarity agreement
2,108.1
183.2
2,449.9
190.9
Expenses before solidarity agreement
(1,063.3)
(92.4)
(1,965.3)
(153.1)
Net operating income before solidarity agreement
1,044.8
90.8
484.6
37.8
Solidarity agreement revenues
0.0
0.0
0.0
0.0
Solidarity agreement expenses
(377.5)
(32.8)
(128.4)
(10.0)
Net operating income after solidarity agreement
667.3
58.0
356.2
27.8
 
Mérida:
        
Revenues before solidarity agreement:
        
Aeronautical services                                       
124.5
88.3
127.6
89.0
Non-aeronautical services
47.6
33.8
51.0
35.6
Other (5)                                       
0.0
0.0
1.8
1.3
Total revenues before solidarity agreement
172.1
122.1
180.4
125.9
Expenses before solidarity agreement
(131.0)
(92.9)
(167.8)
(117.2)
Net operating income before solidarity agreement
41.1
29.2
12.6
8.7
Solidarity agreement revenues
0.0
0.0
0.0
0.0
Solidarity agreement expenses
(18.3)
(13.0)
(10.1)
(7.0)
Net operating income after solidarity agreement
22.8
16.2
2.5
1.7
         
Villahermosa:
        
Revenues before solidarity agreement:
        
Aeronautical services                                       
91.0
103.0
106.5
106.9
Non-aeronautical services
27.5
31.1
33.4
33.5
Total revenues before solidarity agreement
118.5
134.1
139.9
140.4
Expenses before solidarity agreement
(88.0)
(99.6)
(105.2)
(105.6)
Net operating income before solidarity agreement
30.5
34.5
34.7
34.8
Solidarity agreement revenues
12.2
13.8
0.0
0.0
Solidarity agreement expenses
0.0
0.0
(7.1)
(7.1)
Net operating income after solidarity agreement
42.7
48.3
27.6
27.7
         
         

 
 
 
Southeast Airport Group
May 18, 2010
Page 4 of 5

Other Airports: (6)
        
Revenues before solidarity agreement:
        
Aeronautical services                                       
305.1
106.9
316.0
107.2
Non-aeronautical services
82.1
28.8
84.3
28.6
Other (5)                                       
0.0
0.0
3.4
1.2
Total revenues before solidarity agreement
387.2
135.7
403.7
136.9
Expenses before solidarity agreement
(345.9)
(121.2)
(410.0)
(139.1)
Net operating income before solidarity agreement
41.3
14.5
(6.3)
(2.1)
Solidarity agreement revenues
155.0
54.3
11.5
3.9
Solidarity agreement expenses
(30.2)
(10.6)
(16.5)
(5.6)
Net operating income after solidarity agreement
166.1
58.2
(11.3)
(3.8)
         
         
Holding & Service Companies:(7)
        
Revenues before solidarity agreement:
        
Other (5)                                       
238.2
N.A.
1,398.1
N.A.
Total revenues before solidarity agreement
238.2
N.A.
1,398.1
N.A.
Expenses before solidarity agreement
(229.6)
N.A.
(540.0)
N.A.
Net operating income before solidarity agreement
8.6
N.A.
858.1
N.A.
Solidarity agreement revenues
425.9
N.A.
162.1
N.A.
Solidarity agreement expenses
(167.2)
N.A.
(11.5)
N.A.
Net operating income after solidarity agreement
267.3
N.A.
1,008.7
N.A.
         
Consolidation Adjustment(8):
        
Total Revenues                                       
(831.4)
N.A.
(1,576.9)
N.A.
Expenses                                       
(831.4)
N.A.
(1,576.9)
N.A.
         
Total:
        
Revenues:
        
Aeronautical services                                       
1,891.0
113.5
2,101.9
115.4
Non-aeronautical services
894.9
53.7
1,066.8
58.6
Total revenues                                   
2,785.9
167.3
3,168.7
174.0
Expenses                                   
(1,619.7)
(97.3)
(1,785.0)
(98.0)
Net operating income
1,166.2
70.0
1,383.7
76.0

 
 
 
Southeast Airport Group
May 18, 2010
Page 5 of 5



(1)           Constant pesos as of December 31, 2007.
(2)           Nominal pesos.
 
(3)
Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
 
(4)
Reflects the results of operations of our Cancun airport and two Cancun airport services subsidiaries on a consolidated basis.
 
(5)
Reflects revenues under intercompany agreements (other than the solidarity agreement) which are eliminated in the consolidation adjustment.
 
(6)
Reflects the results of operations of our airports located in Veracruz, Minatitlán, Oaxaca, Huatulco, Tapachula and Cozumel.
 
(7)
Reflects the results of operations of our parent holding company and our services subsidiaries.  Because none of these entities hold the concessions for our airports, we do not report workload unit data for these entities.
 
(8)
The consolidation adjustment affects our consolidated net income by eliminating both revenues and expenses from intercompany transactions from all segments.  The consolidation adjustment does not affect net income.

 
We and our subsidiaries have entered into intercompany agreements that affect the revenues, operating costs and income at our individual subsidiaries but not on a consolidated basis.  Under the intercompany agreements, our holding company Grupo Aeroportuario del Sureste S.A.B. de C.V., or GAS, and our administrative services companies provide certain services and guarantees to the airport operating subsidiaries (which may include payments to certain of our airport operating subsidiaries), in exchange for which the airport operating subsidiaries make payments to GAS and the service companies.  One of these agreements is the “Solidarity Agreement,” pursuant to which each of our subsidiaries pays a fee to our parent company, in exchange for which the parent company guarantees the ongoing viability of that sub sidiary’s concession, including, in the case of certain subsidiaries, by making payments to those subsidiaries to ensure that they have the resources to comply with their master development plans and other regulatory obligations.  The intercompany agreements also include agreements to provide other routine services, including negotiating regulated tariffs and interfacing with regulators, leasing of commercial real estate, trademark license royalties, marketing services and employee costs.  The costs of these services and guarantees, including the Solidarity Agreement, are actual costs that are charged to individual airports, and as a result, the results of these airports are presented above after giving effect to these costs.  In the presentation of our consolidated results, the revenues and expenses generated by these transactions are eliminated because they are intercompany transactions.

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