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, 2011

Commission File Number: 001-32751

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

(Exact name of registrant as specified in its charter)

Pacific Airport Group	United Mexican States
(Translation of registrant’s name into English)	(Jurisdiction of incorporation or organization)

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

(Address of principal executive offices)

Miguel Aliaga

Investor Relations Officer

maliaga@aeropuertosgap.com.mx

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

Avenida Mariano Otero No. 1249-B

Torre Pacífico, Piso 6

Col. Rinconada del Bosque

44530 Guadalajara, Jalisco

Mexico

Telephone: + 52 (33) 38801100 ext 202

Fax: + 52 (33) 36714582

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

and address of company contact person)

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

Title of each class	Name of each exchange on which registered
Series B Shares	New York Stock Exchange, Inc.*
American Depositary Shares (ADSs), each representing ten Series B Shares	New York Stock Exchange, Inc.

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

Securities registered or to be registered pursuant to 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:

Title of each class:	Number of Shares
Series B Shares	476,850,000
Series BB Shares	84,150,000

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    N/A

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

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

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

U.S. GAAP  ¨ IFRS  ¨ Other  x

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

Item 17  ¨     Item 18  x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨     No  x

TABLE OF CONTENTS

	Forward-Looking Statements	1
Item 1.	Identity of Directors, Senior Management and Advisers	2
Item 2.	Offer Statistics and Expected Timetable	2
Item 3.	Key Information	2
	Selected Financial Data	2
	Exchange Rates	7
	Risk Factors	8
Item 4.	Information on the Company	30
	History and Development of the Company	30
	Business Overview	36
	Regulatory Framework	63
	Organizational Structure	82
	Property, Plant, And Equipment	82
Item 4A.	Unresolved Staff Comments	83
Item 5.	Operating and Financial Review and Prospects	83
Item 6.	Directors, Senior Management and Employees	119
Item 7.	Major Shareholders and Related Party Transactions	128
	Major Shareholders	128
	Related Party Transactions	130
Item 8.	Financial Information	131
	Legal Proceedings	131
	Dividends	140
Item 9.	The Offer and Listing	141
	Stock Price History	141
	Trading on the Mexican Stock Exchange	142
Item 10.	Additional Information	143
	Corporate Governance	143
	Material Contracts	153
	Exchange Controls	154
	Taxation	154
	Documents On Display	157

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Item 11.	Quantitative and Qualitative Disclosures About Market Risk	157
Item 12.	Description of Securities Other Than Equity Securities	158
Item 13.	Defaults, Dividend Arrearages and Delinquencies	161
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	161
Item 15.	Controls and Procedures	161
Item 16.	Reserved	163
Item 16A.	Audit Committee Financial Expert	163
Item 16B.	Code of Ethics	163
Item 16C.	Principal Accountant Fees and Services	164
Item 16D.	Exemptions from the Listing Standards for Audit Committees	164
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers	164
Item 16F.	Change in Registrant’s Certifying Accountant	165
Item 16G.	Corporate Governance	165
Item 17.	Financial Statements	169
Item 18.	Financial Statements	170
Item 19.	Exhibits	170

ii

FORWARD-LOOKING STATEMENTS

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

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

• statements of our plans or objectives,

• changes in our regulatory environment,

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

• statements of assumptions underlying such statements.

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

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

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

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

SELECTED FINANCIAL DATA

The following tables present a summary of our consolidated financial information for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our audited consolidated financial statements referred to in Item 18 hereof and included elsewhere in this document, including the notes thereto. Our audited consolidated financial statements are prepared in accordance with Mexican Financial Reporting Standards, or MFRS (individually referred to as NIFs for their initials in Spanish), which differ in certain significant respects from accounting principles generally accepted in the United States of America, or U.S. GAAP. A reconciliation to U.S. GAAP of our net income and total shareholders’ equity is also provided in the following tables. Note 29 to our audited consolidated financial statements provides a description of the principal differences between MFRS and U.S. GAAP as they relate to our business.

Through December 31, 2007, MFRS Bulletin B-10, Comprehensive Effects of Inflation on Financial Information, provided for recognition of certain effects of inflation on non-monetary assets and non-monetary liabilities as well as the restatement of all financial statements to constant pesos as of the date of the most recent balance sheet presented. Beginning on January 1, 2008, NIF B-10, Effects of Inflation, became effective and provides that if the cumulative inflation in Mexico measured by the Mexican Consumer Price Index (Índice Nacional de Precios al Consumidor, or “NCPI”) in the most recent three-year period is below 26%, we are required to cease recognizing the effects of inflation in our financial statements. Because the NCPI in each of the three-year periods ended December 31, 2009, December 31, 2010 and December 31, 2011 was below 26%, we have not recognized the effects of inflation in our financial statements since January 1, 2008.

References in this annual report on Form 20-F to “dollars,” “U.S. dollars” or “U.S.$” are to the lawful currency of the United States of America. References in this annual report on Form 20-F to “pesos,” “Mexican pesos” or “Ps.” are to the lawful currency of Mexico. We publish our audited consolidated financial statements in Mexican pesos.

This annual report on Form 20-F contains translations of certain peso amounts into U.S. dollars at specified rates solely for the convenience of the reader. These translations should not be construed as representations that the peso amounts actually represent such U.S. dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, U.S. dollar amounts have been translated from Mexican pesos at an exchange rate of Ps. 13.9510 to U.S.$ 1.00, the noon buying rate for pesos on December 30, 2011, as published by the U.S. Federal Reserve Board. On March 20, 2012 the exchange rate for pesos as published by the U.S. Federal Reserve Board was Ps. 12.70 to U.S.$ 1.00.

2

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

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

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

INIF 17 requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues earned from a concession operators’ performance of both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. Although the adoption of INIF 17 did not change the accounting treatment of the concession assets and related additions and improvements in our consolidated balance sheet, it did result in the recognition of construction revenues and costs with respect to the additions and upgrades undertaken at our airports. Under our concession agreements, through the Master Development Programs agreed with the Mexican government every five years, we are committed to carry out various improvements, upgrades and additions to each of our airports on an annual basis. In exchange for investing in those additions and upgrades, the Mexican government grants us the right to obtain benefits for services provided using those assets. This represents an exchange of dissimilar goods or services whereby we receive an intangible asset for the construction services we provide, rather than an actual cash exchange. Exchanges of dissimilar services are considered transactions that generate revenues and thus should be measured at the fair value of the goods or services received, or those given up, if the former cannot be measured reliably. Through a bidding process, we hire third parties for the construction of the additions and upgrades. Accordingly, we recognize the revenues for these construction services as the amounts paid to those third parties, considering those amounts to be representative of the fair value of the services, given the unreliability of estimating the goods or services received in exchange. As a result of the foregoing analysis, in 2010 and 2011 we recognized revenues from improvements to concession assets and an equal amount of costs of improvements to concession assets.

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

In reviewing this annual report, you should take into account the fact that certain margin and ratio calculations that utilize “Total revenues” or “Total operating costs” will reflect the adoption of INIF 17 since January 1, 2010, while previous periods will not reflect INIF 17 as the interpretation was applied prospectively. Consequently changes in total revenues, total operating costs, EBITDA margin, operating margin, total revenues per terminal passenger and other ratios included in this annual report, as well as

3

other ratios potentially useful to investors, may not be comparable between periods. In those instances we have included a parenthetical notation with comparable amounts or measures. Nominal results for amounts used in calculating certain margins, such as operating income, are not affected by the adoption of INIF 17 and are comparable.

Furthermore, in several sections of this annual report we take into account only revenues that resulted in actual cash inflows (which we categorize as aeronautical and non-aeronautical revenues, or the sum of the two) for ratios or comparative calculations. Both of these categories of revenues are dependent, either directly or indirectly, on passenger traffic, while revenues generated from improvements to concession assets under INIF 17 are not dependent upon passenger traffic, but rather stem from the level of capital expenditures carried out at each airport. Information reported using only revenues that generated cash inflows may be more useful for readers of this annual report because those revenues stem from the key drivers of our business, passenger traffic and our maximum tariffs. The use of aeronautical and non-aeronautical revenues is more common in our industry as they represent the revenues generated from our core operations, that being services provided to passengers, airlines and other third parties based on passenger traffic at our airports. We indicate each instance in which we use only aeronautical and non-aeronautical revenues by indicating the category of revenues used.

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

	Year ended December 31,
	2007			2008		2009			2010			2011			2011
	(thousands of pesos) (1)														(thousands of dollars) (2)
Income statement data:
MFRS:
Revenues:
Aeronautical services(3)	Ps.	2,812,869		Ps.	2,762,198	Ps.	2,537,262		Ps.	2,957,763		Ps.	3,077,927		U.S.$	220,624
Non-aeronautical services(4)		664,455			728,587		728,978			758,803			824,580			59,105
		3,477,324			3,490,785		3,266,240			3,716,566			3,902,507			279,729
Improvements to concession assets(5)		—			—		—			657,103			1,036,227			74,276
Total revenues		3,477,324			3,490,785		3,266,240			4,373,669			4,938,734			354,005
Operating costs:
Costs of services:
Employee costs		351,699			363,417		335,628			344,814			367,326			26,330
Maintenance		142,361			165,604		179,406			185,426			179,455			12,863
Safety, security & insurance		106,251			110,950		110,666			114,136			131,168			9,402
Utilities		90,307			113,078		91,267			103,517			122,095			8,752
Other		148,501			199,680		152,348			215,979			184,834			13,249
Total costs of services		839,119			952,729		869,315			963,872			984,878			70,596
Technical assistance fees(6)		125,857			118,226		111,721			128,384			136,191			9,762
Concession taxes(7)		172,846			173,533		162,507			185,017			193,802			13,892
Depreciation and amortization:
Depreciation(8)		81,299			87,180		82,455			94,687			127,741			9,156
Amortization(9)		672,798			711,071		746,380			785,254			816,353			58,516
Total depreciation and amortization		754,097			798,251		828,835			879,941			944,094			67,672
		1,891,919			2,042,739		1,972,378			2,157,214			2,258,965			161,922
Cost of improvements to concession assets(5)		—			—		—			657,103			1,036,227			74,276
Total operating costs		1,891,919			2,042,739		1,972,378			2,814,317			3,295,192			236,198
Income from operations		1,585,405			1,448,046		1,293,862			1,559,352			1,643,542			117,807
Net comprehensive financing income		97,343			214,878		58,209			38,225			63,664			4,563
Other (expense) income		(2,352	)		7,543		(11,710	)		(1,965	)		(9,346	)		(670	)
Income before income taxes		1,680,396			1,670,467		1,340,361			1,595,612			1,697,860			121,700
Income tax expense		277,577			129,625		140,917			95,452			213,419			15,298
Consolidated net income		1,402,819			1,540,842		1,199,444			1,500,160			1,484,441			106,402
Basic and diluted earnings per share(10)	Ps.	2.5000		Ps.	2.7486	Ps.	2.1400		Ps.	2.6872		Ps.	2.7604		U.S.$	0.1979

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	Year ended December 31,
	2007			2008			2009			2010			2011			2011
	(thousands of pesos) (1)															(thousands of dollars) (2)
Basic and diluted earnings per ADS(10)	Ps.	25.0000		Ps.	27.4860		Ps.	21.4005		Ps.	26.8720		Ps.	27.6040		U.S.$	1.9786
Dividends per share(11)	Ps.	2.0884		Ps.	2.0000		Ps.	2.1390		Ps.	1.7825		Ps.	1.9231		U.S.$	0.1378
Dividends per ADS(11)	Ps.	20.8840		Ps.	20.0000		Ps.	21.3904		Ps.	17.8250		Ps.	19.2310		U.S.$	1.3785
U.S. GAAP:
Revenues	Ps.	3,486,430		Ps.	3,580,027		Ps.	3,231,628		Ps.	3,694,464		Ps.	3,917,527		U.S.$	280,806
Income from operations		1,975,322			2,017,296			1,627,626			1,899,011			2,083,149			149,319
Consolidated net income		1,756,760			1,961,180			1,476,420			1,724,580			1,800,958			129,092
Basic earnings per share(10)		3.1551			3.5248			2.6542			3.1127			3.3754			0.2419
Diluted earnings per share(12)		3.1315			3.4984			2.6342			3.0893			3.3490			0.2401
Basic earnings per ADS(10)		31.5510			35.2480			26.5416			31.1270			33.7544			2.4195
Diluted earnings per ADS(12)		31.3150			34.9840			26.3423			30.8930			33.4903			2.4006
Other operating data:
Total terminal passengers (thousands of passengers)(13)		23,565			22,252			19,286			20,223			20,208			20,208
Total air traffic movements (thousands of movements)		509			465			405			412			395			395
Total revenues per terminal passenger(14)	Ps.	148		Ps.	157		Ps.	169		Ps.	216		Ps.	244		U.S.$	18
Balance sheet data:
MFRS:
Cash and cash equivalents	Ps.	1,426,683		Ps.	1,506,004		Ps.	2,173,586		Ps.	2,348,807		Ps.	2,115,508		U.S.$	151,638
Total current assets		2,313,484			2,730,299			3,169,676			3,023,099			2,866,039			205,436
Airport concessions, net		17,619,994			17,188,483			16,756,973			16,325,463			15,893,953			1,139,270
Rights to use airport facilities, net		2,383,582			2,283,598			2,188,235			2,102,111			2,015,986			144,505
Total assets		27,526,277			28,141,694			28,381,915			28,889,282			29,391,845			2,106,791
Current liabilities		600,352			673,872			612,457			903,941			1,062,027			76,126
Total liabilities		1,164,712			1,404,048			1,601,361			2,218,377			3,049,109			218,558
Total shareholders’ equity(15)		26,361,565			26,737,646			26,780,554			26,670,905			26,342,736			1,888,233
U.S. GAAP:
Cash and cash equivalents		1,426,683			1,506,004			1,821,150			2,120,230			1,990,010			142,643
Total current assets		2,342,739			2,768,115			2,862,816			2,853,293			2,801,821			200,833
Assets under concession (“Rights to use airport facilities” under MFRS)		2,152,093			2,024,330			1,901,188			1,787,285			1,673,381			119,947
Total assets		14,622,023			15,570,870			16,124,951			16,910,389			17,701,506			1,268,834
Current liabilities		598,267			673,872			612,457			904,096			1,062,027			76,126
Total liabilities		1,208,751			1,423,068			1,614,174			2,246,099			3,067,283			219,861
Total shareholders’ equity(15)		13,413,272			14,147,802			14,510,777			14,664,290			14,634,223			1,048,973
Other data:
MFRS: (16)
Net resources provided by operating activities	Ps.	2,020,236			N/A			N/A			N/A			N/A			N/A
Net resources used in financing activities		(593,045	)		N/A			N/A			N/A			N/A			N/A
Net resources used in investing activities		(931,617	)		N/A			N/A			N/A			N/A			N/A
Net cash provided by operating activities		N/A		Ps.	1,614,567		Ps.	2,212,375		Ps.	2,577,170		Ps.	2,290,320		U.S.$	164,169
Net cash used in investing activities		N/A			(521,974	)		(542,114	)		(935,513	)		(1,287,072	)		(92,257	)
Net cash used in financing activities		N/A			(1,013,272	)		(1,002,679	)		(1,466,436	)		(1,217,045	)		(87,237	)
Increase in cash and cash equivalents		495,574			79,321			667,582			175,221			(213,797	)		(15,325	)
U.S. GAAP:(17)
Net cash provided by operating activities		1,938,034			1,570,465			2,161,892			2,479,501			2,237,338			160,371
Net cash used in investing activities		(807,504	)		(546,861	)		(925,511	)		(829,944	)		(1,269,266	)		(90,980	)

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	Year ended December 31,
	2007			2008			2009			2010			2011			2011
	(thousands of pesos) (1)															(thousands of dollars) (2)
Net cash used in financing activities		(593,045	)		(944,283	)		(921,235	)		(1,350,477	)		(1,098,292	)		(78,725	)
Effect of inflation accounting		(41,911	)		N/A			N/A			N/A			N/A			N/A
Increase (decrease) in cash and cash equivalents		495,574			79,321			315,146			299,080			(130,220	)		(9,334	)

(1) All peso amounts for December 31, 2007 are expressed in constant pesos with purchasing power as of December 31, 2007. Beginning January 1, 2008, balances and transactions of each year are denominated in pesos with purchasing power for each of those years. Per-share peso amounts are expressed in pesos (not thousands of pesos). Operating data are expressed in the units indicated.

(2) Translated into dollars at the rate of Ps. 13.9510 per U.S. dollar, the noon buying rate on December 30, 2011, as published by the U.S. Federal Reserve Board. The U.S. dollar information should not be construed to imply that the peso amounts represent, or could have been or could be converted into U.S. dollars at such rate or at any other rate. Per-share dollar amounts are expressed in dollars (not thousands of dollars). Operating data are expressed in the units indicated.

(3) Revenues from aeronautical services principally consist of a fee for each departing passenger except diplomats and infants, aircraft landing fees, aircraft parking fee, fees for the transport of passengers from an aircraft to a terminal building, security charges for each departing passenger and other sources of revenues subject to regulation under our maximum rates. See “Item 4, Information on the Company – Regulatory Framework” herein for a description of our regulatory framework, including our maximum rates.

(4) Revenues from non-aeronautical services consist of revenues not subject to regulation under our maximum rates, which are primarily revenues from car parking charges, leasing of commercial space to tenants, advertisers, certain ground transportation providers and other miscellaneous sources of revenues. Pursuant to our operating concessions and Mexico’s Airport Law (Ley de Aeropuertos) and the regulations thereunder, car parking services are currently regulated under the Mexican Airport Law but are excluded from regulated services under our maximum rates, although the Ministry of Communications and Transportation (Secretaría de Comunicaciones y Transportes) could decide to regulate such rates.

(5) In 2010, we adopted INIF 17 Service Concession Contracts on a prospective basis. These amounts represent revenues generated from improvements made to concession assets and the related costs stemming from capital expenditures made as agreed with the Mexican government under our Master Development Programs for 2010 and 2011. These amounts do not result in actual cash inflows, nor did they have an effect on our net income in 2010 and 2011 as revenues earned were equal to the costs incurred.

(6) Beginning January 1, 2000, we began paying Aeropuertos Mexicanos del Pacífico, S.A. de C.V., or “AMP”, a technical assistance fee under the technical assistance agreement entered into in connection with AMP’s purchase of our Series BB shares. This fee is described in Item 7 hereof.

(7) As of November 1, 1998, each of our subsidiary concession holders has been required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law (Ley Federal de Derechos) for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently 5% of each concession holder’s gross annual revenues (excluding revenues from improvements to concession assets).

(8) Reflects depreciation of fixed assets.

(9) Reflects amortization of concessions, improvements to concession assets, rights to use airport facilities, recovered long-term leases and parking lots.

(10) Based on the ratio of 10 Series B shares per ADS. For MFRS purposes, based on a weighted average of 561,000,000, 560,594,812, 560,473,972, 558,245,610 and 537,755,093 common shares outstanding for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 respectively, due to our stock repurchase program. For U.S. GAAP purposes, based on a weighted average of 556,792,500, 556,387,312, 556,266,472, 554,038,110 and 533,547,593 common shares outstanding for the years ended December 31, 2007, 2008, 2009, 2010 and 2011 respectively, due to our stock repurchase program and due to the effect of the Technical Assistance Agreement as explained in Note 29 (iii) to our audited consolidated financial statements.

(11) Dollar amounts per share were $0.1913 in 2007, $0.1446 in 2008, $0.1638 in 2009, $0.1440 in 2010 and $0.1378 in 2011, and per ADS were $1.9130 in 2007, $1.4460 in 2008, $1.6382 in 2009, $1.4395 in 2010 and $1.3785 in 2011.

(12) Based on the ratio of 10 Series B shares per ADS. Based on a weighted average of 561,000,000, 560,594,812, 560,473,972, 558,245,610 and 537,755,093 common shares and common share equivalents outstanding for the years ended December 31, 2007, 2008, 2009, 2010 and 2011, respectively, due to our stock repurchase program. See Note 29 (iii) to our audited consolidated financial statements.

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

(14) Total revenues for the period divided by terminal passengers for the period, expressed in pesos (not thousands of pesos).

(15) Total shareholders’ equity under MFRS reflects the value assigned to our concessions. Under U.S. GAAP, no value has been assigned to our concessions.

(16) As of January 1, 2008, NIF B-2, Statement of Cash Flows under MFRS became effective, which requires a presentation of a statement of cash flows showing cash movements only. This presentation differs substantially from that required by the previous Bulletin B-12 Statement of Changes in Financial Position, which was in effect through December 31, 2007. As B-2 requires this change be enacted prospectively, the Company prepared a statement of cash flows for years ended after January 1, 2008 and a statement of changes in financial position for prior years.

(17) U.S. GAAP cash-flow data is expressed in nominal Mexican pesos.

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EXCHANGE RATES

The following table sets forth, for the periods indicated, the high, low, average and period-end exchange rate expressed in pesos per U.S. dollar. The average annual rates presented in the following table were calculated using the average of the exchange rates on the last day of each month during the relevant period. The data provided in this table is based on noon buying rates published by the Federal Reserve Bank of New York for cable transfers in Mexican pesos for the years ended December 31, 2007 and December 31, 2008. The Federal Reserve Bank of New York discontinued the publication of foreign exchange rates on December 31, 2008, and therefore, the data provided for the periods beginning January 1, 2009, are based on the rates published by the U.S. Federal Reserve Board in its H.10 Weekly Release of Foreign Exchange Rates. All amounts are stated in pesos and have not been restated in constant currency units. We make no representation that the Mexican peso amounts referred to in this annual report could have been or could be converted into U.S. dollars at any particular rate or at all.

	Exchange Rate
Year ended December 31,	High		Low		Period End		Average(1)
2007		11.27		10.67		10.92		10.97
2008		13.94		9.92		13.83		11.14
2009		15.41		12.63		13.06		13.58
2010		13.19		12.17		12.38		12.62
2011		14.25		11.50		13.95		12.43
December 2011		13.99		13.49		13.95		13.77
2012:
January 2012		13.75		12.93		13.04		13.38
February 2012		12.95		12.63		12.88		12.77
March 2012(2)		12.99		12.63		12.70		12.74

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

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

(2) Through March 20, 2012.

On March 20, 2012, the exchange rate for pesos was Ps. 12.70 per U.S. $1.00 as published by the U.S. Federal Reserve Board.

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

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RISK FACTORS

Risks Related to Our Operations

A global economic and financial crisis may affect our business.

The global economic and financial crisis that began in 2007 and continued through 2009, led to high volatility and lack of liquidity in the global credit and other financial markets. The downturn in the U.S. and global economies led to increased commercial and consumer delinquencies, lack of consumer confidence, decreased market valuations, increased market volatility, high financial risk premiums and a widespread reduction of business activity generally. These conditions also limited the availability of credit and increased financial costs for companies around the world, including companies in Mexico and the United States. Although economic conditions improved in 2010 and 2011 and the availability of credit increased while interest rates remained stable, the recent Eurozone debt crises has caused, and may continue to cause, disruption in the global financial markets. Continued instability as a result of the Eurozone crisis could dampen economic activity. A failure of the global economy to continue recovering or another recession could significantly affect our ability to access credit to finance our future projects, therefore adversely affecting our business.

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

Our revenues are closely linked to passenger and cargo traffic volumes and the number of air traffic movements at our airports. These factors directly determine our revenues from aeronautical services and indirectly determine our revenues from non-aeronautical services. Our principal source of aeronautical service revenues is passenger charges. Passenger charges are payable for each passenger (other than diplomats, infants and transfer and transit passengers) departing from the airport terminals we operate and are collected by the airlines and paid to us. In 2009, 2010 and 2011 passenger charges represented 64.0%, 56.1% and 51.8%, respectively, of our total revenues (in 2010 and 2011, passenger charges represented 66.0% and 66.5%, respectively, of the sum of our aeronautical and non-aeronautical revenues).

Passenger and cargo traffic volumes and air traffic movements depend in part on many factors beyond our control, including economic conditions in Mexico and the United States, the political situation in Mexico and elsewhere in the world, public health crises, the attractiveness of the destinations that our airports serve relative to those of other competing airports, fluctuations in petroleum prices, disruptions of global debt markets and changes in regulatory policies applicable to the aviation industry. Any decreases in air traffic to or from our airports as a result of factors such as these could adversely affect our business, results of operations, prospects and financial condition.

Negative economic developments in Mexico could reduce domestic passenger traffic at our airports, which would adversely affect our business and results of operations.

Although a substantial portion of our revenues is derived from foreign tourism, Mexican domestic passengers in recent years have represented approximately two-thirds of the passenger traffic volume in our airports. In addition, all of our assets are located, and all of our operations are conducted, in Mexico. Because our revenues are largely dependent on the level of passenger traffic in our airports, any decline in domestic traffic could have an adverse effect on our business, results of operations, prospects and financial conditions. Therefore, if inflation or interest rates increase significantly or the Mexican economy is otherwise adversely impacted, our business, financial condition and results of operations could be materially and adversely affected because, among other things, domestic demand for transportation services may decrease. For more information on the ongoing recession in Mexico, see “– Risks Related to

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Mexico – Adverse economic conditions in Mexico may adversely affect our financial condition or results of operations” in this section and “Item 5, Operating and Financial Review and Prospects – Recent Developments – Economic Downturn.”

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

Our business is particularly sensitive to trends in the United States relating to leisure travel, consumer spending and international tourism. In 2011, 88.5% of the international terminal passengers served by our airports arrived and departed on flights originating in or departing primarily to the United States.

Thus, our business is highly dependent on the condition of the U.S. economy and events affecting the U.S. economy may adversely affect our business, results of operations and financial condition. In 2010 the U.S. gross domestic product increased at an annualized rate of 2.8%. In 2011, the U.S. economy slowed slightly, with the gross domestic product (“GDP”) increasing at an annualized rate of 1.7%. Therefore, although the U.S. economy has shown signs of improvement since the economic crisis that lasted from the end of 2007 until the middle of 2009, if the U.S. economy fails to continue improving or if it falls back into a recession, it would likely have a material adverse effect on our results of operations due to decreased passenger traffic travel to and from the United States.

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

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

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

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

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

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

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

In 2011, approximately 82.0% of the sum of aeronautical and non-aeronautical revenues was generated from four of our 12 airports. The following table lists the percentage of the sum of aeronautical and non-aeronautical revenues generated at our airports in 2011:

Airport	For year ended December 31, 2011
Guadalajara International Airport		36.6	%
Los Cabos International Airport		17.3	%
Puerto Vallarta International Airport		14.5	%
Tijuana International Airport		13.6	%
Eight other airports		18.0	%
Total		100.0	%

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

Competition from other tourist destinations could adversely affect our business.

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

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

International events such as the terrorist attacks on the United States on September 11, 2001, wars such as the one in Iraq and public health crises such as the Influenza A/H1N1 epidemic have negatively affected the frequency and pattern of air travel worldwide in recent years.

As with all airport operators, we are subject to the threat of terrorist attacks. The terrorist attacks on the United States on September 11, 2001 had a severe adverse impact on the air travel industry, particularly on U.S. carriers and on carriers operating international service to and from the United States. Airline traffic in the United States fell precipitously after the attacks. Our terminal passenger volumes

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declined 1.4% in 2001 and an additional 5.3% in 2002 (in each case as compared to the prior year). Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition. Moreover, we cannot predict what effect any future terrorist attacks or threatened attacks on the United States or any retaliatory measures taken by the United States in response to these events may have on the U.S. economy or leisure travel trends, which may negatively affect our results of operations.

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

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

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

Although we currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for approximately 51.0% of our total employees as of December 31, 2011), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

Security enhancements and requirements may require additional investments or result in additional expenses.

The air travel business is susceptible to, and has experienced, increased costs resulting from enhanced security and higher insurance. Following the events of September 11, 2001, we reinforced security at our airports, and our general liability insurance premiums for increased substantially. We cannot predict whether there may be additional premium increases in the future. Since August 1, 2003, we have carried a Ps. 500 million insurance policy covering damages to our property resulting from terrorist acts. We carry a U.S.$ 150 million insurance policy covering personal and property damages to third parties resulting from terrorist acts. Because our insurance policies do not cover all losses and liabilities resulting from war or terrorism, we could incur significant costs if we were to be directly affected by events of this nature. Any such increase in our operating costs would have an adverse effect on our results of operations.

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

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

If authorities require security enhancements or require us to adopt additional security measures, we may be required to undertake significant additional expenses and capital expenditures, and we cannot guarantee that those expenses and/or capital expenditures will be taken in to account in our Maximum Tariff and Master Development Programs negotiations. Therefore, these additional expenses could negatively affect our cash flows and affect our results of operations.

The operation of new baggage screening equipment could increase our expenses and may expose us to greater liability.

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

During 2011, we completed the installation of new screening equipment at all 12 of our airports. Although we incurred significant capital expenditures installing this screening system, we believe that the operation of this equipment is the responsibility of our airline customers under the Mexican Airport Law. Because the Mexican Airport Law expressly provides that airlines bear the responsibility for checked baggage screening, if an airline wants us to operate the baggage screening system on its behalf, it must enter into a contract with us that allows us to recover the cost of operating the equipment, and in which they agree to hold us harmless and indemnify us against certain types of liability arising in connection with the operation of the baggage screening system.

As of the date of this report, we have entered into agreements to operate baggage screening systems with Volaris, Magnicharters, Westjet, Airtransat, Sunwing and US Airways. These agreements represent approximately 30% of our total passenger traffic. We expect to sign agreements with the rest of our airline customers during 2012 on substantially the same terms and conditions as those already signed.

We are incurring ongoing expenses to install, maintain and operate this equipment. Although the costs have been limited to the minimum required to provide the required services to airlines, we will continue recovering those costs only if more airlines sign a contract to use our equipment. We also expect to incur ongoing expenses to maintain any equipment purchased, and we could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment if screening guidelines are expanded further and require that additional steps be taken to comply with the requirements. These additional expenses could restrict our liquidity and adversely affect

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our results of operations. In addition, if it is determined that it is our responsibility to operate the screening systems or that we are responsible for part of the cost, our exposure to liability could increase significantly. For more information on equipment screening, see “Item 4: Regulatory Framework – Scope of Concessions”.

Our revenues and profitability may be adversely affected if we fail in our business strategy.

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

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

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

Concesionaria Vuela Compañía de Aviación, S.A. de C.V., or Volaris; Grupo Aeroméxico, S.A.B. de C.V., or Grupo Aeroméxico, a holding company that owns Aeroméxico and Aeroméxico Connect (formerly Aerolitoral); and ABC Aerolíneas S.A. de C.V., or Interjet; accounted for 16.4%, 12.3% and 4.8%, respectively, of total revenues in our airports in 2011 (20.8%, 15.5% and 6.1% respectively, of the sum of aeronautical and non-aeronautical revenues generated in our airports in 2011).

None of our contracts with our airline customers obligate them to continue providing service to our airports, and we can offer no assurance that, if any of our key customers reduce their use of our airports, competing airlines would add flights to their schedules to replace any flights no longer handled by our principal airline customers.

For example, on August 2, 2010, Mexicana, one of Mexico’s two largest carriers and previously an airline which was among our three largest customers in terms of passenger traffic, filed for bankruptcy protection in Mexico and in the United States. On August 28, 2010, Mexicana, Mexicana Click (formerly known as Aerovías Caribe) and Mexicana Link (formerly known as Mexicana (Inter) collectively “Grupo Mexicana”) ceased operations. Mexicana Click and Mexicana Link filed for bankruptcy protection on September 7, 2010. In 2010, Grupo Mexicana was still our third largest carrier and accounted for 8.9% of the sum of aeronautical and non-aeronautical revenues generated in our airports. Since Grupo Mexicana ceased operations, approximately 60.4% of the available seats that it flew have been taken over by other airlines, and, consequently, passenger traffic levels at our airports have been recovered since the date that Grupo Mexicana ceased operations. We can offer no assurance that competing airlines would seek to increase their flight schedules if any of our key customers reduced their use of our airports.

Additionally, on November 29, 2011, AMR Corporation (“AMR”), parent of American Airlines Inc. (“American”) and AMR Eagle Holding Company (“American Eagle”) filed voluntary petitions for

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Chapter 11 reorganization in a U.S. Bankruptcy Court. The Chapter 11 process permits American and American Eagle to continue operating flights normally during the reorganization. To date, AMR Corporation, through its two subsidiaries American and American Eagle, operates at 6 of our 12 airports, (Aguascalientes, Guanajuato, Guadalajara, Morelia, Puerto Vallarta and Los Cabos). From January to December 2011, AMR Corporation, through its subsidiaries, transported 849,442 total passengers at our airports, which represents 4.3% of our passenger traffic in 2011.

Furthermore, passenger charges, which accounted for 51.8% of our revenues in 2011 (65.5% taking into account only the sum of aeronautical and non-aeronautical revenues), are collected by airlines from passengers on our behalf and are later paid to us, depending on the airline, within no more than 60 days following the date of each flight. If any of our key airline customers were to become insolvent or seek bankruptcy protection, we would be an unsecured creditor with respect to any unpaid passenger charges, and we might not be able to recover the full amount of such charges. For instance, as a result of the Grupo Mexicana insolvency proceeding, we estimate that Ps. 38.6 million in accounts receivable related with passenger charges could be at risk of not being recovered. This amount represented approximately 0.8% of our total revenues (1.0% of the sum of aeronautical and non-aeronautical revenues) and 7.4% of our total accounts receivable as of December 31, 2011, before allowance for doubtful accounts.

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

During 2009, we renegotiated our passenger charges collection agreements with all of our airline customers. See “Item 4, Business Overview – Our Sources of Revenues – Aeronautical Services – Passenger Charges.” According to the new agreements that took effect on November 1, 2009, an airline could have a grace period of up to a maximum of 60 days for payment on a case by case basis (not all airlines received the same grace period). If an airline wanted a grace period of any amount up to the 60-day limit, the airline was required to secure the grace period and the equivalent of 30 additional days with cash, bonds or other collateral equal to the charges the airline would incur during that period by taking into account the peak operational days for that specific airline during the last 12-month period. Thus, in the event of insolvency or suspension of operations by an airline, we would be able to collect passenger charges invoiced to that airline up to the value of the collateral. Although we would have a 30-day buffer beyond the grace period, our cash flows from operations or our results of operations could be negatively affected if such collateral were not sufficient to cover the outstanding debt. Thus, in the event of any suspension of operations by an airline, such as in the case of Grupo Mexicana in 2010, or insolvency, we would not be assured of collecting 100% of the amounts invoiced to that airline for passenger charges, nor could we be assured that we would recover, in the short term, the traffic they would stop transporting. Both scenarios could negatively affect our cash flows from operations or our results of operations.

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

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

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

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Under FAA regulations, because of this downgrade, Mexican airlines were not permitted to expand or change their current operations between the United States and Mexico except under certain limited circumstances; code-sharing arrangements between Mexican and U.S. airlines were suspended; and operations by Mexican airlines flying to the United States were subject to greater FAA oversight. These additional regulatory requirements resulted in reduced service between our airports and the United States by Mexican airlines which resulted in a decrease in demand for travel between our airports and the United States. Approximately 13.8% of the passengers that traveled through our airports traveled on flights to or from the United States operated by Mexican airlines in 2011.

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

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

In the past, certain of the domestic airlines operating at our airports refused to pay certain increases in the specific prices we charge for aeronautical services.

Although these prior disputes were resolved by 2006, because only a few airlines contribute a substantial portion of our revenues, our results of operations could be adversely impacted if any of these (or any of our other) airlines should refuse to make payments in the future. Moreover, during periods of current economic downturn, the airlines that generally operate at our airports may be more likely to oppose increases in our charges for aeronautical services in future years, which could adversely impact our results of operations. See “Item 4, Business Overview – Principal Customers – Principal Aeronautical Services Customers – Airline Customers”.

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

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

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

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

As is the case with most airports, the operation of our airports is largely dependent on the services of third parties, such as air traffic control authorities, airlines and ground transportation providers. We

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also depend upon the Mexican government or entities of the government for provision of services, such as electricity, supply of fuel to aircraft, air traffic control and immigration and customs services for our international passengers. Additionally, the disruption or stoppage of taxi or bus services at one or more of our airports could also adversely affect our operations. We are not responsible for and cannot control the services provided by these parties. Any disruption in, or adverse consequence resulting from, their services, including a work stoppage or other similar event, may have a material adverse effect on the operation of our airports and on our results of operations.

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

Actions by the former holders of land comprising the Tijuana International Airport and the Guadalajara International Airport may disrupt the operations of these airports.

A portion of the lands comprising the Tijuana International Airport and Guadalajara International airport were expropriated by the Mexican government in 1970 and 1975 respectively, pursuant to its power of eminent domain. Prior to those expropriations, the land had been held by a group of individuals through a system of communal ownership of rural land known as an ejido. The former ejidos’ participants have asserted indemnity claims against the Mexican government challenging the 1970 and 1975 expropriation decrees.

Our Tijuana airport subsidiary has been joined in the proceedings, but only as an interested third party. During 2008, the ejido received an unfavorable ruling, which it appealed, and subsequently, received a judgment in its favor. The current judgment calls for the restitution of 320 hectares of land, although the precise area affected has yet to be assessed. Depending on which particular land parcel is to be returned, this could affect the airport’s perimeter and could materially disrupt the airport’s current operations. We have contested this latest ruling in a second appeal and are awaiting the decision of the court.

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

Similarly, in the case of the Guadalajara International Airport, during 2009 two different ejidos commenced proceedings in federal court against the Ministry of Communications and Transportation seeking payment for the land expropriated by decree in 1975. In November 2010, the Third District Court for Administrative Matters and Labor found in favor of the ejidos. The ruling ordered the return of all expropriated property to the ejidos and declared as null and void the concession granted to us in 1998, specifically for the land comprising the ejidos. Although our Guadalajara airport has been joined only as an interested third party in the proceedings, we appealed the decision on November 10, 2011. As of the date of this report, the appeal is pending. See “Item 8, Legal Proceedings – Ejido Participants at Tijuana and Guadalajara Airports.”

Our concessions guarantee access to the land by the Ministry of Communications and Transportation and any interruption caused to our operations by any of the ejidos is the responsibility of

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the Mexican Government. Although the Mexican Government must provide restitution for any economic loss resulting from a disruption in access to our airports, there can be no assurance that the former ejido participants will not seek to disrupt the airport’s operations if their legal claims against the Mexican Government are not resolved to their satisfaction. There also can be no assurance that the legal proceedings will be resolved in our favor, which may negatively impact our results of operations.

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

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

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

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

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

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

Our business could be adversely affected by the penalty imposed by the Mexican tax authority on some of our airports.

The Mexican tax authority (Servicio de Administración Tributaria, or “SAT”), in connection with its review of the year 2005, sent us official notices in 2008 and 2009 stating that, under its criteria, the fiscal amortization rate used for each of the Aguascalientes, La Paz, Los Mochis, Morelia and Mexicali airports’ concession values was incorrect. We initiated legal proceedings in a federal tax court to challenge SAT’s findings, based on our contention that SAT did not take into consideration all the relevant legal matters concerning our position on amortization.

In December 2010, the airports of Aguascalientes and Mexicali received unfavorable rulings. On August 22, 2011, the Aguascalientes International Airport appealed the decision of the court to the Mexican Supreme Court and a decision is still pending. In the case of Mexicali, the ruling was final and the tax adjustment resulted in a decrease of our net income of Ps. 3.4 million.

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On October 3, 2011, the La Paz airport received a favorable ruling in the first instance, but subsequently, the tax authority appealed the decision. On October 5, 2011, the Morelia airport received an unfavorable ruling, but we appealed the decision on October 26, 2011. The Los Mochis airport filed a proceeding for annulment on October 3, 2011. Decisions in all three proceedings are still pending.

If the tax court determines that the airports are in violation or if the Supreme Court ratifies the ruling of the tax court in the case of the Aguascalientes airport, those airports would be required to modify their tax calculations since 2005, which could negatively affect our net income. See “Item 8, Financial Information – Legal Proceedings – Federal tax proceedings against Aguascalientes, La Paz, Los Mochis, Morelia and Mexicali airports.”

Risks Related to the Regulation of Our Business

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

Our aeronautical fees charged to airlines and passengers are regulated, like those of most airports in other countries. In 2009, 2010 and 2011, approximately 77.7%, 67.6% and 62.3% respectively, of our total revenues were earned from aeronautical services, which are subject to price regulation under our maximum rates (in 2010 and 2011, 79.6% and 78.9% respectively, of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services). These regulations may limit our flexibility in operating our aeronautical activities, which could have a material adverse effect on our business, results of operations, prospects and financial condition. In addition, several of the regulations applicable to our operations that affect our profitability are authorized (as in the case of our Master Development Programs) or established (as in the case of our maximum rates) by the Ministry of Communications and Transportation for five-year terms. Except under limited circumstances, we generally do not have the ability to unilaterally change our obligations (such as the investment obligations under our Master Development Programs or the obligation under our concessions to provide a public service) or increase our maximum rates applicable under those regulations should the passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated.

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

Many of the laws, regulations and instruments that regulate our business were adopted or became effective in 1999, and there is only a limited history that would allow us to predict the impact of these legal requirements on our future operations. In addition, although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our concessions, the Mexican Airport Law and its regulations or other applicable laws, we cannot predict the sanctions that are likely to be assessed for a given violation within these ranges. We cannot provide assurance that we will not encounter difficulties in complying with these laws, regulations and instruments. Although our maximum rates through 2014 have been set, we cannot predict how our Master Development Programs for the next five-year period from 2015 to 2019 will be determined. We also cannot provide assurance that other regulatory agencies or the Mexican legislature will not impose regulations adverse to our operations in the future or that the laws and regulations governing our business, including the Master Development Programs, the maximum rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations. For instance, on December 14, 2011, a bill was introduced in Mexico’s Congress to amend

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the Mexican Airport Law. The bill proposes that the Ministry of Communications and Transportation gain additional authority to plan and apply the standards, policies and programs for the Mexican airport system, to oversee the correct operation of civil aviation in Mexico and to establish rules for airport service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports. We cannot predict whether this amendment will be adopted or, if adopted, the impact it would have on us.

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

The regulations applicable to our aeronautical activities establish an annual maximum rate for each airport, which is the maximum annual amount of revenues per workload unit that we may earn at that airport from services subject to price regulation. The maximum rates for our airports have been determined for each year through 2014. For a discussion of the framework for establishing our maximum rates and the application of these rates, see “Item 4, Information on the Company – Regulatory Framework – Aeronautical Services Regulation.” Under the terms of our concessions, there is no guarantee that our consolidated results of operations or the results of operations of any airport will be profitable.

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

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

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

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

Historically, we have set the prices we charge for aeronautical services at each airport to come as close as possible to the authorized maximum rate for that airport in any given year. We expect to continue to pursue this pricing strategy in the future. For example, in 2009, 2010 and 2011 our revenues subject to maximum rate regulation represented 99.8%, 99.9% and 99.9% respectively, of the amount we were entitled to earn under the maximum rates for all of our airports. However, there can be no assurance that we will be able to establish prices in the future that allow us to collect virtually all of the revenues we are entitled to earn from services subject to price regulation.

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The specific prices we charge for aeronautical services are determined based on various factors, including projections of passenger traffic volumes, the Mexican Producer Price Index excluding petroleum, and the value of the peso relative to the U.S. dollar. These variables are outside of our control. Our projections could differ from the applicable actual data, and if these differences occur at the end of any year, they could cause us to exceed the maximum rate at any one or more of our airports during that year.

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

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

If we fail to fulfill the requirements of our Master Development Programs during a given five-year period, we could be subject to sanctions from the Mexican government.

Historically, our capital expenditure commitments under our Master Development Programs are determined by reference to the Mexican Producer Price Index, construction sector, materials, equipment rental and fees segment (Índice Nacional de Precios al Productor, sector construcción, materiales, alquiler de maquinaria y remuneraciones). Using the index we aim to be as close as possible to the five-year period capital expenditure commitments at any time. We expect to continue this capital expenditure control strategy in the future. Using this strategy, our capital expenditure during the first two years of the current Master Development Programs was 100.9% and 100.4% for 2010 and 2011, respectively, of the commitment for all of our airports during that period. However, there can be no assurance that our capital expenditure control strategy will be sufficiently accurate and that we will not fall below our capital expenditure commitments. If as a consequence of the annual maximum tariff fulfillment review the Ministry of Communications and Transportation determines that we are not in compliance with the committed investments, the Ministry of Communications and Transportation may assess a fine and may reduce the maximum rate of that airport in the subsequent year. Non-compliance with committed investments could also result in the termination of the concession if the relevant term has been violated and sanctions have been imposed at least three times for the same cause. In the event that any one of our concessions is terminated, our other concessions may also be terminated.

Although in prior years, in order to ensure compliance with our Master Development Programs, we have taken actions in the latter part of the year, such as increasing the amount or pace of certain construction projects, we can give no assurance that, should external factors cause us to risk failing to meet our investment levels, we will have sufficient time to take actions to comply with our Master Development Programs.

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

Our concessions are our principal assets, and we would be unable to continue operations without them. A concession may be revoked by the Mexican government for certain prescribed reasons, including failure to comply with our Master Development Programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from our operations, exceeding our maximum rates or failure to comply with any other material term of our concessions. Violations of certain terms of a concession (including violations for exceeding the applicable maximum rate) can result in revocation of a concession only if sanctions have been imposed for violations of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. Our concessions may also be terminated upon our bankruptcy or insolvency.

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

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

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

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

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

One factor that may significantly increase competition from other airports is the expansion of the permits of existing private airports that are currently not permitted to operate regular commercial routes. Under Mexican law, any privately held airport that has operated with a permit to give public service for at least five years automatically acquires the right to also operate regularly scheduled commercial flights and to receive a concession to operate as a public service airport. In addition, through an amendment proposed by the Ministry of Communications and Transportation and confirmed by the Presidency, an airport operating with a permit to provide public service could become an international airport. For example, the

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owner of a small private airport near Cabo San Lucas received a permit to offer public service in March 2008 from the Ministry of Communications and Transportation. On November 4, 2009, in response to a petition to the Ministry of Communications and Transportation, this airport was authorized to operate regular commercial routes for domestic and international flights. Accordingly, this airport could eventually begin operating commercial flights, domestic or international, and compete with our Los Cabos International Airport.

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

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

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

Risks Related to Our Controlling Shareholder

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

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

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

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Recent disputes among AMP’s shareholders prevented voting on certain resolutions at our April 27, 2010 shareholders’ meetings, and eventually led to the suspension of trading of our shares on the Mexican Stock Exchange and NYSE from June 2, 2010 until June 14, 2010. The disputes among AMP’s shareholders also affected our shareholders’ meetings throughout 2010 and 2011, as certain of the shareholders of AMP argued that our board of directors was improperly constituted and consequently that the meetings were invalid. Additionally, AMP’s shareholders commenced litigation among each other and in some instances against us. On December 1, 2011, we were advised by AMP’s shareholders that they had entered into an agreement to end their dispute and to terminate their legal proceedings. As a consequence, civil and commercial proceedings among AMP’s shareholders are in the process of being terminated (criminal proceedings that were initiated with the proper governmental entities cannot be terminated by AMP’s shareholders and will have to proceed according to law). Additionally, AMP’s shareholders agreed to a comprehensive mechanism for decision-making (primarily by consensus, but with specific mechanisms aimed at avoiding deadlocks that could affect our operations), and AMP’s shareholders will continue developing our business. They also affirmed their intent to defend the rights granted to them by the Mexican Government. The agreement further confirms the original ownership percentage in AMP of each of its three partners. See “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders” and “Item 8 – Legal Proceedings – Litigation related to the dispute among our shareholders.” In addition, on April 25, 2011, we received a formal notice from the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission or the “CNBV”) in which it initiated a proceeding against us for alleged violations of Mexican disclosure statutes primarily in connection with the disputes among AMP’s shareholders during 2010. As of the date of this report, a resolution with the CNBV is pending. See “Item 8 – Legal Proceedings – Infractions of the Mexican Securities Law alleged by the Comisión Nacional Bancaria y de Valores”.

Although an agreement has been reached by AMP’s shareholders, we cannot predict the consequences of the criminal proceedings that were commenced and remain pending, or from any similar conflicts in the future. It is also not possible to predict if future disputes among AMP’s shareholders will result in deadlock at our shareholders’ meetings, or will distract our management or what effects such events might have on the price of our stock, its liquidity or our market value and the effects that these conflicts could have on our business or results of operations.

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

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

AMP currently exercises a substantial influence over our management, as described above. Our bylaws and certain of the agreements executed in connection with the privatization process prohibited AMP from transferring any of its Series BB shares before August 25, 2004. Since that date, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in any year up to 20% of its remaining 51% interest in our Series BB shares. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. Should AMP divest its interest in us or cease to hold Series BB shares, our

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management could change significantly and our operations could be adversely affected as a result. The termination of the technical assistance agreement with AMP may also adversely affect or disrupt our operations. See “Item 4, Information on the Company – History and Development of the Company – Investment by AMP.”

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

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

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

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

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

Although we believe AMP satisfies all their requirements under the privatization guidelines and the participation agreement, there can be no assurance that allegations or official inquiries relating to AMP’s compliance with its obligations under those requirements will not take place. In the event of future inquiries or an official finding that AMP is or was not in compliance with the requirements of the privatization guidelines or the participation agreement, AMP could be subject to fines and the technical assistance agreement between us and AMP could be terminated, which could have a material effect on our operations. In addition, there can be no assurance that any such developments would not result in a material decrease in the market value of our shares or ADSs.

Grupo México, S.A.B de C.V. announced its intention to make a tender offer for our shares notwithstanding the ownership restrictions imposed by our bylaws. Litigation resulting from certain actions by Grupo México, S.A.B. de C.V. may affect our management, financial condition or results of operations.

On June 13, 2011, Grupo México, S.A.B. de C.V. (“Grupo México”) announced that it intended to acquire an additional 30% or more of our total outstanding capital stock. At the time, Grupo México had disclosed that it owned 20% of our total outstanding capital stock; in its most recent filing on Form 13D with the SEC on January 25, 2012, it disclosed that it owned 28.7% of our total outstanding capital stock.

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Articles X and XII of our bylaws, (i) limit the ability of Series B shareholders, directly or with related parties, other than AMP, to hold more than 10% of our outstanding capital stock, and any shares held in excess of that amount must be sold in a public offering; (ii) limit the voting rights of our Series B shareholders, individually or together with related parties, to 10% of our outstanding corporate stock, other than AMP; and (iii) limit the ability of any Series B shareholders, individually, or together with related parties, to appoint more than one board member, even if the shareholder owns more than 10% of our outstanding corporate stock.

Grupo México commenced various legal proceedings seeking to modify our bylaws to eliminate the foregoing limitation and seeking the termination of AMP’s special controlling rights that stem from AMP’s ownership of our Series BB shares in order to challenge our corporate structure. If successful, these proceedings could affect AMP’s special controlling rights (for additional information, see “Item 3, Risk Factors – AMP controls our management, and AMP’s interests may differ from those of other shareholders”). Initially, Grupo México obtained a favorable decision from a civil court in Mexico City in the case seeking to modify our bylaws. We have appealed this decision, and the appeal is pending. In the case seeking the termination of AMP’s veto, appointment and other rights, we filed an initial reply on November 25, 2011, and on March 7, 2012, we were notified by our external legal counsel that a ruling finding a lack of jurisdiction was issued in our favor. As there are no appeal options, this case is concluded. A decision adverse to our bylaws could materially affect our operations in a manner that we cannot predict. See “Item 9, Legal Proceedings – Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws” and “Item 9, Legal Proceedings – Infraestructura y Transportes México, S.A. de C.V. (“ITM”) a subsidiary of Grupo México, seeks the termination of AMP’s special controlling rights”.

As a result of Grupo México’s actions, on July 12, 2011, an individual shareholder who represents 0.00001% of our total outstanding capital stock filed a lawsuit against us and our directors and officers and obtained a decision ordering us and our directors and officers to take all legal measures necessary to maintain and protect our bylaws, specifically Articles X and XII, and to ensure that shareholders adhere to them.

Under Mexican law, before Grupo México’s tender offer could occur, the CNBV had to review and approve the request by Grupo México. In compliance with the decision of the court requiring us to defend our bylaws, we initiated a protection proceeding in federal court in order to defend our bylaws. We also initiated various suits against the CNBV to prevent it from making a determination with respect to Grupo México’s tender offer. See “Item 9, Legal Proceedings – Litigation related to the announcement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer for our shares.”

On March 29, 2012, Grupo México announced that it had ended its tender offer for our shares. Grupo México, however, made no announcement regarding the various legal proceedings it has initiated against us. Therefore, despite the announcement regarding the tender offer, we cannot predict the consequences from these proceedings or the future actions of Grupo México. It is also not possible to predict to what extent this dispute with Grupo México will distract our management or what effects future developments in this dispute might have on the price of our stock, its liquidity or our market value and the effects that this conflict could have on our business or results of operations.

We filed a suit against all Mexican stock brokers requiring them to adhere to our bylaws and to enjoin them from acquiring our capital stock for Grupo México and its subsidiaries. Actions by the Mexican stock brokers in response to this suit may affect us.

In accordance with the decision of a court that instructs us and our directors and officers to take all necessary legal measures to maintain and protect our bylaws, on February 15, 2012 we initiated a lawsuit against all Mexican stock market brokers seeking to defend our bylaws.

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On February 29, 2012, we were informed by our external counsel that the court issued preliminary injunctions that constrain Mexican stock brokers to (i) act in accordance with Mexican law and our bylaws (including Article X), (ii) refrain from trading our shares for an individual, group or group of related entities, that could result in any way in the acquisition of an ownership position that exceeds the 10% maximum allowed by Article X of our bylaws and (iii) to refrain from acquiring or, in any way, negotiating transactions involving our shares for Grupo México and ITM and any other entity that forms part of their business conglomerate. See “Item 9, Legal Proceedings – We filed legal action against all the Mexican stock market brokers seeking adherence to our bylaws.”

We cannot predict the consequences from this proceeding or the future actions of the Mexican stock brokers. It is also not possible to predict what effects future developments in this dispute might have on the price of our stock, its liquidity or our market value and the effects that this conflict could have on our business or results of operations.

Risks Related to Mexico

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

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

Mexico began to enter a recession in the fourth quarter of 2008, during which GDP fell by approximately 1.6% and inflation increased by 2.5%. According to the Mexican National Statistical, Geographic and Information Institute (INEGI), GDP fell by an additional 6.5% and inflation increased by an additional 3.6% in 2009. The Mexican economy has since rebounded, and gross domestic product in 2010 increased 4.6% compared to 2009. In 2011, gross domestic product increased 3.9% compared to 2010.

While interest rates in Mexico have remained at historical lows, Mexico has had, and in the future may have, high real and nominal interest rates. The annualized interest rates for Mexican Treasury Bills (Cetes), issued for 28-day period averaged approximately 5.4%, 4.4%, and 4.3% for 2009, 2010 and 2011, respectively. As of March 20, 2012, the Interbank Equilibrium Interest Rate (Tasa de Interés Interbancaria de Equilibrio; or “TIIE”) issued for 28-day period was 4.77%. To the extent that we incur Peso-denominated debt in the future, it could be at high interest rates.

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

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

Any future significant appreciation or depreciation of the peso could impact our aggregate passenger traffic volume, which could have a material adverse effect on our results of operations. Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger

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traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume that more than offset an increase in international passenger traffic volume. Another substantial decrease in value could occur, and it could (notwithstanding other factors) lead to a decrease in domestic passenger traffic that may not be offset by any increase in international passenger traffic. Although in 2009 and 2010 the peso appreciated by 5.6% and 5.2% respectively, as compared to the previous years, during 2011, the peso depreciated 12.7% against the dollar. Any future significant appreciation of the peso could impact our aggregate passenger volume by increasing the cost of travel for international passengers. Depreciation of the peso could impact our aggregate passenger traffic volume by increasing the cost of travel for domestic passengers.

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

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

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

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

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

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

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

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

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

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

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

Travel alerts issued by the U.S. Department of State (Bureau of Consular Affairs), the most recent as of February 8, 2012 (the “Travel Warnings”), reported increasing violence as a result of gunfights involving the Mexican army, police and drug cartels in many towns and cities across Mexico but mostly occurring in certain cities in northern Mexico, including Ciudad Juarez, Tijuana, Chihuahua City, Nogales, Matamoros, Reynosa and Monterrey. According to the Travel Warnings, while millions of U.S. citizens safely visit Mexico each year, some are victims of violence.

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

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

Natural disasters could adversely affect our business.

From time to time, the Pacific and Central regions of Mexico experience torrential rains and hurricanes (particularly during the months of July through September), as well as earthquakes. Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. For example, in October 2011, our Puerto Vallarta airport suffered the effects of a hurricane but experienced only minor damage, while our Manzanillo airport was closed for a week due to damage to the roads to and from the airport but not because of damage to the airport’s infrastructure. Any of these events could reduce our passenger traffic volume. The occurrence of natural disasters in the destinations we serve could adversely affect our business, results of operations, prospects and financial condition. We have insured the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but do not have insurance covering losses due to resulting business interruption. Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will not exceed the pre-established limits on any of our insurance policies.

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Increased environmental regulation and enforcement in Mexico may affect us.

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

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

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

The Mexican Bureau of Civil Aviation (Dirección General de Aeronáutica Civil) is responsible for establishing the official operating schedules of our airports. Outside of our airports’ official hours of operation, we are permitted to double our airport charges for services that we provide. Currently, our airports at Guadalajara, Puerto Vallarta and Morelia have official operating schedules of 24 hours per day. The Mexican Bureau of Civil Aviation can issue a decree extending the official operating schedule of one or more of our other airports to 24 hours per day, which would deprive us of the ability to double our airport charges for off-hour services at airports for which such a decree has been issued. There can be no assurance that upon issuance we will be successful in avoiding the consequences of such a decree.

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

Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States. For example, because provisions concerning fiduciary duties of directors have only recently been incorporated into the new Securities Market Law, it may be difficult for minority shareholders to bring an action against directors for breach of this duty and achieve the same results as in most jurisdictions in the United States. In addition, the procedures for class action lawsuits were incorporated into Mexican law and became effective in March 2012; however, certain rules and procedures could be different than the ones in the United States. Therefore, in some cases it may be more difficult for minority shareholders to enforce their rights against us, our directors, or our controlling shareholders than it would be for minority shareholders of a U.S. company.

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

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

In addition, accounting standards and disclosure requirements in Mexico differ from those of the United States. In particular, our Financial Statements are prepared in accordance with MFRS, which differ from U.S. GAAP in a number of respects. Items on the financial statements of a company prepared in accordance with MFRS may not reflect its financial position or results of operations in the way they would

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be reflected, if such financial statements had been prepared in accordance with U.S. GAAP. Please see Note 29 to our audited consolidated financial statements and “– Key Information – Selected Financial Data.”

Item 4. Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

We were incorporated in 1998 as part of the Mexican government’s program for the opening of Mexico’s airports to private investment. We hold concessions to operate, maintain and develop 12 airports in the Pacific and central regions of Mexico. Each of our concessions has a term of 50 years beginning on November 1, 1998. The term of each of our concessions may be extended by the Ministry of Communications and Transportation under certain circumstances for up to 50 additional years. As operator of the 12 airports under our concessions, we charge airlines, passengers and other users fees for the use of the airports’ facilities. We also derive rental and other income from commercial activities conducted at our airports, such as the leasing of space to restaurants and retailers. For a description of our capital expenditures, see “– Master Development Programs” below.

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

Opening of Mexican Airports to Investment

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

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

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

Investment by AMP

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

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The following are AMP’s current shareholders:

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

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

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

In 1999, AMP paid the Mexican government a total of Ps. 2.45 billion (nominal pesos, excluding interest) (U.S.$ 261 million based on the exchange rates in effect on the date of AMP’s bid) in exchange for:

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

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

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

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Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee. In 2011, this fee amounted to Ps. 136.2 million. The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by AMP or its shareholders during the term of the agreement. The agreement is scheduled to expire on August 25, 2014, the same day the participation agreement expires. The agreement automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date. Under our bylaws, a decision by us to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B shareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). A party may terminate the technical assistance agreement prior to its expiration date upon non-compliance with its terms by the other party. AMP provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the Master Development Programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

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

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

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

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

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

AMP Shares in Bancomext Trust

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

Pursuant to the terms of the trust, AMP may direct the trustee to vote only shares representing up to 10% of our capital stock. Any shares in excess of 10% are voted by the trustee in accordance with the vote of the majority of Series B shares. The trust does not affect the veto and other special rights granted to the holders of Series BB shares described above.

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

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

Master Development Programs

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

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

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

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Historical Capital Expenditures by Airport

	Year ended December 31,
	2009(1)		2010(1)		2011(1)
	(thousands of pesos)
Guadalajara	Ps.	112,905	Ps.	226,622	Ps.	230,318
Tijuana		70,814		138,429		225,012
Los Cabos		72,782		162,426		370,226
Puerto Vallarta		35,718		144,709		254,202
Hermosillo		57,904		49,682		48,720
Guanajuato		44,940		40,912		59,611
La Paz		27,036		24,562		17,503
Morelia		31,534		36,387		24,886
Mexicali		22,715		29,096		11,874
Aguascalientes		26,658		21,655		8,922
Los Mochis		17,924		15,604		13,782
Manzanillo		17,152		35,542		11,374
Other		4,032		9,887		10,642
Total	Ps.	542,114	Ps.	935,513	Ps.	1,287,072

(1) As of December, 31, 2009, 2010 and 2011, of the total capital expenditures invested in our airports Ps. 101,296 thousand, Ps. 227,373 thousand and Ps. 276,443 thousand respectively, were unpaid. Therefore, the figures listed above do not reflect those investments.

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

Historical Capital Expenditures by Type

	Year ended December 31,
	2009(1)		2010(1)		2011(1)
	(thousands of pesos)
Terminals	Ps.	152,230	Ps.	192,718	Ps.	528,661
Runways and aprons		262,511		267,776		372,888
Machinery and equipment		85,148		394,657		350,878
Other		42,225		80,362		34,645
Total	Ps.	542,114	Ps.	935,513	Ps.	1,287,072

(1) As of December, 31, 2009, 2010 and 2011, of the total capital expenditures invested in our airports Ps. 101,296 thousand, Ps. 227,373 thousand and Ps. 276,443 thousand respectively, were pending payment. The figures listed above only reflect the cash flows expended related to those investments.

During 2009, 2010 and 2011, 26.6%, 34.8% and 39.7% respectively, of our capital expenditures were funded by cash flows from operations, while the balance was funded with bank loans. We expect to continue funding the most significant portion of our capital expenditures in the future with new bank loans, however, our ability to incur debt may be restricted by our existing bank loans. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.”

Our capital expenditures from 2009 through 2011 were allocated to the following types of investments at the majority of our airports:

• Terminals. During 2011, we added terminal space in our Guadalajara, Tijuana and Los Cabos airports. Additionally, we remodeled many of the terminals at our airports by expanding departure areas (concourses and lounges), baggage claim areas and arrival areas, by improving lighting systems, adding office space, adding taxi and other ground transportation waiting areas, and by increasing handicap services and remodeling our restrooms.

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

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

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

The following tables set forth our estimated committed investments for each airport for 2010 through 2014 under our Master Development Programs. These amounts are based on investment commitments approved by the Ministry of Communications and Transportation. Because the amounts are expressed in constant pesos as of December 31, 2007, the figures for investments periods not yet elapsed are adjusted to take into consideration increases in the Mexican Producer Price Index, construction sector, materials, equipment rental and fees segment (Índice Nacional de Precios al Productor, sector construcción, materiales, alquiler de maquinaria y remuneraciones) since the date of the Ministry’s approval of the Master Development Program then in effect. We are required to comply with the investment obligations under these programs on a year-to-year basis.

Estimated Committed Investments by Airport (2010-2014)

	Year ended December 31,
	2010		2011		2012		2013		2014
	(thousands of pesos)(1)
Guadalajara	Ps.	102,144	Ps.	197,050	Ps.	138,683	Ps.	210,340	Ps.	171,416
Tijuana		96,721		167,515		27,304		8,300		3,432
Puerto Vallarta		113,328		186,583		92,500		24,200		21,800
Los Cabos		151,232		342,352		192,200		38,010		30,800
Hermosillo		18,173		24,675		12,900		2,032		13,300
Guanajuato		13,311		35,464		37,687		6,495		3,000
La Paz		2,200		2,800		8,500		41,290		2,750
Morelia		14,106		10,270		13,468		2,758		634
Mexicali		7,700		6,900		7,295		10,684		1,680
Aguascalientes		6,329		4,846		1,450		7,144		550
Los Mochis		13,400		8,300		19,300		24,910		2,700
Manzanillo		15,260		2,700		10,930		35,186		1,669
Total	Ps.	553,904	Ps.	989,455	Ps.	562,217	Ps.	411,349	Ps.	253,731

(1) Figures expressed in constant pesos as of December 31, 2007. These amounts are based on investment commitments approved by the Ministry of Communications and Transportation. Because the amounts are expressed in constant pesos as of December 31, 2007, the figures for investments periods not yet elapsed are adjusted to take into consideration increases in the Mexican Producer Price Index, construction sector, materials, equipment rental and fees segment since the date of the Ministry’s approval of the Master Development Program then in effect.

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

Estimated Committed Investments by Type (2010-2014)

	Year ended December 31,
	2010		2011		2012		2013		2014
	(thousands of pesos)(1)
Terminals	Ps.	98,518	Ps.	453,053	Ps.	285,725	Ps.	164,669	Ps.	101,914
Runways and aprons		241,492		328,073		140,743		144,501		105,523
Machinery and equipment		117,655		83,700		62,630		38,902		33,225
Other		96,239		124,629		73,119		63,277		13,069
Total	Ps.	553,904	Ps.	989,455	Ps.	562,217	Ps.	411,349	Ps.	253,731

(1) Figures expressed in constant pesos as of December 31, 2007. These amounts are based on investment commitments approved by the Ministry of Communications and Transportation. Because the amounts are expressed in constant pesos as of December 31, 2007, the figures for investments periods not yet elapsed are adjusted to take into consideration increases in the Mexican Producer Price Index, construction sector, materials, equipment rental and fees segment since the date of the Ministry’s approval of the Master Development Program then in effect.

Differences between estimated committed investments and historical capital expenditures for 2010 and 2011 are due primarily to the adjustments for inflation (previously described) and due to investments in the installation of new baggage screening equipment. During 2010 and 2011, we paid Ps. 243.3 million and Ps. 147.3 million, respectively, for this equipment using funds placed in a trust for this purpose in 2009. For more information on equipment screening, see “Item 4: Business Overview – Regulatory Framework – Scope of Concession”.

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

BUSINESS OVERVIEW

Our Operations

We hold concessions to operate 12 airports, which serve two major metropolitan areas (Guadalajara and Tijuana), several tourist destinations (Puerto Vallarta, Los Cabos, La Paz and Manzanillo), and a number of mid-sized cities (Hermosillo, Guanajuato, Morelia, Aguascalientes, Mexicali and Los Mochis). Our airports are located in nine of the 32 Mexican states, covering a territory of approximately 566,000 square kilometers, with a population of approximately 28.2 million according to the INEGI. All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and maintain customs, refueling and immigration services managed by the Mexican government. All revenue amounts reported in this “Business Overview” section for 2010 and 2011 include revenues from improvements to concession assets; however, in some cases we include discussion surrounding only aeronautical and non-aeronautical revenues or the sum of both. See the introduction to “Selected Financial Data” in Item 3 for a discussion of the reasons for using aeronautical and non-aeronautical revenues for certain comparisons. We specifically state when either aeronautical or non-aeronautical revenues are being used. Because these amounts are derived from our business operations, these figures may in some cases be more useful to you because those revenues stem from the key drivers of our business, passenger traffic and our maximum rates.

Our airports handled approximately 20.2 million terminal passengers in both 2010 and 2011, which we believe makes us the second largest private airport operator in the Americas. As of December 31, 2011, five of our airports ranked among the top ten busiest airports in Mexico based on commercial aviation passenger traffic, according to data published by the Mexican Airport and Auxiliary

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Services Agency. According to figures of the Mexican Airport and Auxiliary Services Agency for 2011, our commercial aviation passenger traffic accounted for approximately 26.0% and 25.1% of all arriving and departing commercial aviation passengers in Mexico in 2010 and 2011, respectively. In 2011, we recorded total revenues of Ps. 4.9 billion, of which Ps. 3.9 billion corresponds to the sum of aeronautical and non-aeronautical revenues, and net income of Ps. 1.5 billion.

Our airports serve several major international routes, including Guadalajara-Los Angeles, which, in 2011, ranked as the busiest international route in Mexico by total number of passengers according to the Mexican Bureau of Civil Aviation. In addition, our airports serve major resort destinations such as Puerto Vallarta and Los Cabos, which are among the most popular destinations in Mexico visited by tourists from the United States. Our airports also serve major domestic routes, including Guadalajara-Mexico City, which was the country’s third busiest route in 2010, according to the Mexican Bureau of Civil Aviation. Other top domestic routes in terms of total passenger traffic include Guadalajara-Tijuana and Mexico City-Tijuana which ranked fourth and fifth among the busiest domestic routes in Mexico in 2010, according to the Mexican Bureau of Civil Aviation.

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

Principal Mexican Airports by Passenger Traffic

Airport	2011 Commercial Aviation Passengers(1) (in thousands)
Mexico City		26,365.3
Cancun		13,040.2
Guadalajara*		7,201.7
Monterrey		5,582.8
Tijuana*		3,500.8
Los Cabos*		2,806.9
Puerto Vallarta*		2,535.9
Toluca		1,579.1
Merida		1,241.1
Hermosillo*		1,200.9

* Indicates airports operated by us.

(1) Excluding general aviation passengers.

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

Guadalajara and Tijuana are among Mexico’s most important manufacturing, industrial and commercial centers. Both cities have significant maquiladora industries. A maquiladora plant is a manufacturing facility to which mostly raw materials are imported and from which finished products are exported, with the manufacturer paying tariffs only on the value added in Mexico. Maquiladora plants were originally concentrated along the Mexico-U.S. border, but more recently have moved farther south in order to access lower labor costs and a larger and more diverse labor pool, and to take greater advantage of certain inputs available from Mexican suppliers. In 2011, our Guadalajara International Airport and our

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Tijuana International Airport were Mexico’s third and fifth busiest airports, respectively, in terms of passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2010 and 2011, our Guadalajara International Airport and Tijuana International Airport together represented approximately 52.4% and 53.0%, respectively, of our terminal passenger traffic and 48.4% and 46.7% of our total revenues, respectively (in 2010 and 2011, they represented 49.6% and 50.2% respectively, of the sum of aeronautical and non-aeronautical revenues).

Four of our airports, Los Cabos International Airport, Puerto Vallarta International Airport, La Paz International Airport and Manzanillo International Airport, serve popular Mexican tourist destinations. Of these tourist destinations, Puerto Vallarta and Los Cabos are the largest, with Puerto Vallarta constituting Mexico’s third largest international tourist destination and Los Cabos the second in terms of visitors in 2011, according to the Mexican National Institute of Migration (Instituto Nacional de Migración or “INM”). Los Cabos and Puerto Vallarta attracted approximately 2.8 million and 2.5 million terminal passengers, respectively, in 2011. In 2011, our Los Cabos International Airport and Puerto Vallarta International Airport together represented 26.4% of our terminal passengers and 36.8% of our total revenues (31.8% of the sum of aeronautical and non-aeronautical revenues).

Mexico is one of the main tourist destinations in the world. Mexico has historically ranked in the top ten countries worldwide in terms of foreign visitors, with 22.6 million international tourists in 2010, according to the Mexican Ministry of Tourism. Within Latin America and the Caribbean, Mexico ranked first in 2010 in terms of international tourist arrivals and ranked second in income from tourism, according to the World Tourism Organization. The tourism industry is one of the largest generators of foreign exchange in the Mexican economy. Within Mexico, the region bordering the Pacific Ocean (where several of our airports are located) is a principal tourist destination due to its beaches and cultural and archeological sites, which are served by numerous hotels and resorts.

The remaining six airports in our group serve mid-sized cities – Hermosillo, León, Morelia, Aguascalientes, Mexicali and Los Mochis – with diverse economic activities. These cities are industrial centers (Hermosillo, León, Aguascalientes and Mexicali) and/or serve as the hubs for important agricultural regions (León, Morelia and Los Mochis). Of these six airports, Hermosillo has the greatest passenger traffic volume. In 2011, Hermosillo accounted for approximately 5.9% of our terminal passenger traffic and 4.2% of our total revenues (4.5% of the sum of aeronautical and non-aeronautical revenues). In 2011, our six airports serving mid-sized cities accounted for approximately 17.1% of our terminal passenger traffic and 13.8% of our total revenues (14.8% of the sum of our aeronautical and non-aeronautical revenues).

Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. In 2009, 2010 and 2011 aeronautical services revenues represented approximately 77.7%, 67.6% and 62.3% respectively, of our total revenues (in 2010 and 2011, aeronautical services represented 79.6% and 78.9% respectively, of the sum of aeronautical and non-aeronautical revenues). All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports.

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

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Passenger Charges

We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers). We do not collect passenger charges from arriving passengers. Passenger charges are automatically included in the cost of a passenger’s ticket, and we issue invoices for those charges to each airline on a weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

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

In 2003 and 2005, we renegotiated these agreements and set payment periods of 26 to 152 days after our invoice delivery date. During 2008 and 2009 (through October 31, 2009), on average, we received payment within 75 to 86 days and 79 to 136 days, respectively. The passenger charges collection agreement that was in effect through October 31, 2009 maintained a term for payment which depended on the interest rates on the Cetes, with longer payment periods during periods of lower interest rates (within a defined range).

During 2009, however, we again renegotiated our passenger charges collection agreements with all of our airline customers. By November 2009 we had reached agreements with all of our airline customers. Under the new agreements, airlines requesting payment period extensions are obligated to: i) reimburse passenger charges collected on behalf of our airports during a period no greater than 60 days (depending on each airline) after the “operational average date” (no longer than the invoice date) for such charges; and ii) provide cash, bonds, standby letters of credit or other similar instruments as a guarantee for passenger charges in an amount equal to the highest passenger charges received by the airline on an airport by airport basis for the previous year during a period of time equal to the requested payment period plus 30 additional days. Each airline with a payment grace period is obligated to maintain the guarantee at an agreed upon level and if it does not do so, must reimburse the passenger charges on the day the applicable flight departs from our airports without any grace period. If the airline pays our airports on time, the airport is obligated to give the airline an allowance of 3% of the value of each invoice billed no later than 7 days after payment date. The airline can then apply this allowance to cover airport services, leases for ticket counters and back-office and passenger charges. During 2010 and 2011, under the new agreement we received payments within a period no longer than 60 days.

In December 2006 we renewed our agreement with the Air Transportation Chamber, pursuant to which, in March 2007, we increased passenger charges by varying amounts at all of our airports. In February 2010, we signed a new agreement that allowed a 10.1% increase in the passenger charges rate for 2010 and an increase in the rest of our specific tariffs equal to the average increases of the Mexican Consumer Price Index and the Mexican Producers Price Index excluding petroleum published by the Mexican Central Bank for 2010. In March 2011, we published our rate for passenger charges and specific tariffs for 2011, which increased by an average of 4.7% at all of our airports in accordance with the Mexican Consumer Price Index and the Mexican Producers Price Index excluding petroleum published by the Mexican Central Bank. In March 2012, we signed a new agreement which maintained essentially the same terms and conditions as our previous contract.

On December 30, 2009, the new maximum tariffs for our airports for the 2010-2014 five-year period were published in the Official Gazette of the Federation (Diario Oficial de la Federación). The combined maximum tariffs are expressed in workload units for each airport and were determined based

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on: i) projected workload units (whereby each workload unit is equivalent to one passenger, or 100 kilograms (220 pounds) of cargo, including those transported in passenger airplanes), ii) the capital investments and iii) the operating expenses included in the Master Development Program authorized for the 2010-2014 period. The maximum tariffs for the 2010-2014 period are expressed in pesos as of December 31, 2007 and will be adjusted by the level of inflation according to the Producers Price Index excluding petroleum and by the efficiency factor at the end of any given year within the 2010-2014 period. Since the inflation for each applicable year as measured in terms of the variation of the Producer Price Index excluding petroleum is not known at the beginning of the application of the maximum tariffs negotiated with the DGAC, the adjustment for inflation is not included in the maximum rates as set at the beginning of each five-year period.

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

International passenger charges are currently dollar-denominated, but are invoiced and collected in pesos based on the average exchange rate during the month prior to the flight. Domestic passenger charges are peso-denominated. In 2009, 2010 and 2011, passenger charges represented approximately 82.4%, 83.0% and 83.1% respectively, of our aeronautical services revenues and approximately, 64.0%, 56.1% and 51.8%, respectively, of our total revenues (in 2010 and 2011, passenger charges represented 66.0% and 65.5%, respectively, of the sum of aeronautical and non-aeronautical revenues). Passenger charges vary at each of our airports and are based on the destination of each flight. Because passenger charges for international flights are denominated in U.S. dollars, the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.

Aircraft Landing Charges

We collect landing charges from carriers for their use of our runways, illumination systems on the runways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft’s weight (determined as an average of the aircraft’s weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client. In 2009, 2010 and 2011, aircraft landing charges represented approximately 5.5%, 5.2% and 5.1%, respectively, of our aeronautical revenues and 4.2%, 3.5% and 3.2%, of our total revenues (in 2010 and 2011, aircraft landing charges represented 4.1% and 4.0%, respectively, of the sum of aeronautical and non-aeronautical revenues).

Aircraft Parking Charges

We collect various charges from carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges for aircraft that are loading and unloading passengers or cargo as well as for long-term aircraft parking that does not involve the loading or unloading of passengers or cargo. Aircraft parking charges that involve loading and unloading passengers or cargo vary based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and the nationality of the airline or client, while charges for long-term parking vary based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and the nationality of the airline or client. We collect aircraft parking charges the entire time an aircraft is on our aprons. During 2009, 2010 and 2011 these charges represented 4.8%, 4.7% and 4.7%, respectively, of our aeronautical revenues and 3.8%, 3.2% and 2.9%, respectively, of our total revenues (in 2010 and 2011, aircraft parking charges represented 3.8% and 3.7% respectively, of the sum of aeronautical and non-aeronautical revenues).

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Passenger Walkway Charges

Airlines are also assessed charges for the connection of their aircraft to our terminals through a passenger walkway and for the transportation of passengers between terminals and aircraft via mini-buses and other vehicles. Charges for use of passenger walkways are based on each unit or service rendered, which are limited to a period of 30 minutes each, but charges for the transportation of customers between terminals and aircraft via mini-buses and other vehicles are determined based on the number of trips taken between the terminal and the aircraft. Passenger walkways are only available at our Guadalajara, Tijuana, Puerto Vallarta and Guanajuato international airports. During 2009, 2010 and 2011, these charges represented approximately 0.8%, of our aeronautical services revenues and approximately 0.6%, 0.5% and 0.5%, respectively, of our total revenues (in 2010 and 2011, charges for the use of passenger walkways represented 0.6%, of the sum of aeronautical and non-aeronautical revenues).

Airport Security Charges

We also assess an airport security charge, which is collected from each airline, based on the number of its departing terminal passengers (excluding infants, diplomats and transit passengers), for use of our x-ray equipment, metal detectors and other security equipment and personnel. These charges are based on the time of day the services are used, the number of departing passengers and the destination of the flight. We provide airport security services at our airports directly. In 2009, 2010 and 2011, these charges represented approximately 1.4%, 1.3% and 1.3%, respectively, of our aeronautical services revenues and approximately 1.1%, 0.9% and 0.8%, respectively, of our total revenues (in 2010 and 2011, security charges represented 1.0%, of the sum of aeronautical and non-aeronautical revenues).

The Mexican Bureau of Civil Aviation, Mexico’s federal authority on aviation, and the Ministry of Public Security (Secretaría de Seguridad Pública) issue guidelines for airport security in Mexico. In response to the September 11, 2001 terrorist attacks in the United States, we took additional steps to increase security at our airports. At the request of the Federal Aviation Authority of the United States, the Mexican Bureau of Civil Aviation issued directives in October 2001 establishing new rules and procedures to be adopted at our airports. Under these directives, these rules and procedures were implemented immediately and for an indefinite period of time.

Additional regulations by the Mexican Bureau of Civil Aviation in 2011 established rules and procedures for the inspection of carry-on baggage. To fulfill these requirements, we improved our security with by providing new training and operating procedures, adding new equipment and security personnel, most of them from third party providers, in addition to increasing our coordination with other airports and airlines. However, as security is a primary concern in our industry, the possibility of new threats may require frequent updates to the security measures at our airports.

Complementary Services

At each of our airports, we earn revenues from charging access and other fees to third-party providers of baggage handling services, catering services, aircraft maintenance and repair services and fuel services. These fees are included in the revenues that are regulated under our maximum-rate price regulation system and are determined for each third-party service provider based on a percentage of its total revenues. In 2009, 2010 and 2011, revenues from complementary service fees represented approximately 1.6%, 1.7% and 1.7% of our aeronautical revenues services, respectively, and approximately 1.2%, 1.2% and 1.1% respectively, of our total revenues (in 2010 and 2011, revenues from complementary service fees represented 1.4% and 1.4% respectively, of the sum of aeronautical and non-aeronautical revenues).

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We currently maintain contracts with 24 companies that provide the majority of these complementary services at our 12 airports.

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there are no third parties providing such services. For example, Menzies Aviation México, S.A. de C.V. currently provides the majority of the baggage handling services at our airports. If the third parties currently providing these services ceased to do so, we would be required to provide these services or find other third parties to provide such services.

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

Leasing of Space to Airlines

In addition, we derive regulated revenues from leasing to airlines space in our airports that is necessary for their operations, such as ticket counters, monitors and back offices. In 2009, 2010 and 2011, leasing of space to airlines represented approximately 3.6%, 3.3% and 3.3% of our aeronautical revenues services, respectively, and approximately 2.8%, 2.2% and 2.0% respectively, of our total revenues (in 2010 and 2011, revenues from leasing of space to airlines represented 2.6%, of the sum of aeronautical and non-aeronautical revenues).

Cargo Handling

In 2011, our 12 airports handled approximately 156.8 thousand metric tons of cargo. Guadalajara International Airport represents the most significant portion of our cargo volume, accounting for approximately 79.8% of the cargo handled by our 12 airports in 2011. Increases in our cargo volume are beneficial to us for purposes of maximum rate calculations, as cargo increases the number of our workload units.

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

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues, but we believe that Mexico has significant potential for growth in the volume of cargo transported by air. A substantial portion of cargo originating in the United States and destined for Latin America is currently handled in the Miami and Los Angeles international airports, and we believe that a portion of this cargo could instead be routed more efficiently through our Guadalajara International Airport or our Tijuana International Airport.

Permanent Ground Transportation

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

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Non-aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services, although the contribution to the sum of our aeronautical and non-aeronautical revenues from non-aeronautical services has increased in recent years from approximately 19.1% in 2007 to approximately 21.1% in 2011. We estimate that this contribution will continue to increase because we continue to expand commercial spaces inside our terminals. We are also focusing on developing commercial spaces outside of our terminal buildings and developing businesses operated directly by us, such as advertising in our airports and operating VIP lounges. Our revenues from non-aeronautical services are principally derived from commercial activities.

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

Revenues from Commercial Activities

Leading privatized airports generally generate an important portion of their revenues from commercial activities. An airport’s revenues from commercial activities are largely dependent on passenger traffic, its passengers’ level of spending, terminal design, the mix of commercial tenants and the basis of fees charged to businesses operating in the airport. Revenues from commercial activities also depend substantially on the percentage of traffic represented by international passengers, who tend to spend greater amounts at our airports, particularly on duty-free items.

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

• Parking facilities – Our main car parking facilities are at the Guadalajara International Airport and Tijuana International Airport, which together represented 73.0% of our total revenues from car parking services in 2011, and represented more than 29.5% and 42.4%, respectively, of our non-aeronautical revenues from those airports. Until July 2008, the car parking facilities at the Guadalajara International Airport were managed through a service contract pursuant to which we paid 22% of the revenues of the parking facility to a third party for its operation and maintenance. In July 2008, we renegotiated and signed a new 12-month service contract under which we paid a fixed monthly fee in exchange for operation of the parking facility. In December 2008, we negotiated for the early termination of this service contract and since then we have been operating directly the car parking facility at that airport.

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

• Leasing of space – Revenues that we derive from the leasing of space in our terminals to airlines and complementary service providers for certain non-essential activities such as first class/VIP lounges are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities. In the last quarter of 2011 we begun operating the Los Cabos VIP lounge, our first directly-operated lounge. During 2012, we will offer this service at the Guadalajara, Puerto Vallarta and Hermosillo airports.

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• Retail stores – In recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Guanajuato, Tijuana, Manzanillo, Morelia and La Paz international airports. We will continue developing more specialized retail space in order to attract more customers.

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

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

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

• Duty-free stores – We currently have duty-free stores at four of our 12 airports. These stores are most lucrative at our Puerto Vallarta, Los Cabos and Guadalajara airports, where we have a greater number of international passengers. In June 2009, a 10-year lease for a fixed-rent duty free store at Terminal 3 in Los Cabos ended. This allowed us to renegotiate the contract and obtain a royalty fee contract. All of the duty free stores located in our airports are now on leases where rent is based on a royalty fee.

• Advertising – Since May 2011, we have been directly operating the advertising at all of our airports, except for Terminal 3 at Los Cabos Airport. Due to this new strategy our revenues from advertising increased 49.7% from 2010 to 2011. We estimate that this income will continue increasing because most advertisers have preferred to rent spaces directly in the airport.

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

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

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

Domestic passengers represented approximately 64.6% of our terminal passenger traffic in 2011. In addition, we estimate that a significant minority of our international passengers are lower-income Mexicans traveling to or from the United States. Based on surveys and studies to understand the consumption habits of our passengers completed during 2010 at the Guadalajara International Airport, we believe that the spending habits of these Mexican international passengers are more similar to the spending habits of our domestic passengers, who generally purchase fewer products than other international passengers.

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During 2011, we completed the installation of new screening equipment at all 12 of our airports. The operation of this equipment is the responsibility of our airline customers under the Mexican Airport Law. Because the Mexican Airport Law expressly provides that airlines bear the responsibility for checked baggage screening, if an airline wants us to operate the baggage screening system for them, they must enter into a contract with us that allows us to recover the cost of operating the equipment. The contract also indemnifies us and holds us harmless from most types of liability arising in connection with the operation of the baggage screening system. As of the date of this report, we have signed agreements with airlines that transported approximately 30% of our total passenger traffic. We expect to sign agreements with the rest of our airline customers during 2012 on substantially the same terms and conditions as those already signed. Therefore, we have agreed to operate the screening equipment in exchange for the recovery of costs associated with the delivery of the service. For more information on equipment screening, see “Item 4, Business Overview – Regulatory Framework – Scope of Concession”.

Recent Expansion and Development of Commercial Areas

We believe that leading privatized airports typically generate a greater portion of their revenues from commercial activities than we currently do. In 2011, revenues from non-aeronautical services in our airports accounted for 16.7% of our total revenues (21.1% of the sum of aeronautical and non-aeronautical revenues) generated by our airports. As the main part of our business strategy, since we took over control of our airports we have made it a priority to increase our revenues from commercial activities in our airports by:

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

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

In 2009, new space became available in the Guadalajara International Airport’s domestic arrivals area and allowed us to create a 200 square meter retail area. During 2010, no additional commercial space was added to our airports. During 2011, we added a new food court area at the Guadalajara International Airport, this project consisted of an additional 200 square meters. During 2012, we will finish the construction of a new international terminal at the Los Cabos airport; the terminal will serve as the substitute for Terminal 3. The new terminal will have almost the same number of square meters of commercial space; however, a new layout design will allow us to increase retail, duty free and food and beverage sales. Additionally, during 2012, the Puerto Vallarta airport will add 200 square meters (in the new phase of the satellite building).

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

We have also continued improving our lease arrangements with existing tenants through the usage of royalty-based lease contracts, whereby lease amounts are based on tenants’ revenues, subject to minimum fixed amounts related to the square footage. We estimate that approximately 83.1% of current commercial revenues could be arranged as royalty-based contracts based on the nature of our tenants’ operations. Approximately 97.7% of the contracts that could be arranged as royalty-based have already been executed under those conditions.

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

Prior to 1999, our predecessor entered into several contracts with third-party operators to develop new space and modernize existing space at our 12 airports.

We acquired our concessions from our predecessor subject to these long-term lease obligations and have sought to recover the third parties’ lease rights. In prior years we recovered, by compensating leaseholders for early termination of their leases, several significant leases previously held by third parties who managed our commercial areas and received all revenues from the operations in those areas.

As of today the only material commercial activity at our airports that remains subject to a third-party lease under which we receive only nominal revenue is the hotel at Guadalajara International Airport. A third party, Coco Club, was granted the right by the Mexican Airport and Auxiliary Services Agency to operate the hotel at our Guadalajara International Airport. Subject to the satisfaction of certain conditions, and only if those specific conditions were satisfied, Coco Club had the right to renew the contract and continue operating the hotel for another 15-year period starting in March 2008 at below-market rates. Because we do not believe that Coco Club satisfied all such conditions, we did not renew the lease in 2008. However, Coco Club maintained possession of the hotel. As a consequence, in April 2008 we initiated legal proceedings against Coco Club to regain possession of the hotel due to Coco Club’s failure to satisfy all conditions in the prior lease agreement. On October 31, 2011, we received a favorable decision ordering the return of the hotel. The decision was appealed by Coco Club on December 14, 2011. This legal proceeding remains pending.

Revenues from improvements to concession assets

In 2010 we adopted INIF 17 on a prospective basis, which requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. Once quantified, revenues should follow the relevant recognition criteria taking into account the nature of the service rendered. Accordingly, when the operator provides construction or improvement services, revenues associated with such services should be recognized using the percentage-of-completion method while revenues from operating services should be recognized as services are rendered. INIF 17 also references the supplemental application of International Accounting Standard (“IAS”) 18, Revenues. As a result, in 2010 we recognized revenues from improvements to concession assets for the first time. Revenues from improvements to concession assets in 2010 and 2011 do not have a cash impact on our results. Furthermore, they are not directly related to our passenger traffic (the main driver of our revenues).

Marketing Activities

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

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Our Airports

In 2011, our airports served a total of approximately 20.2 million terminal passengers. In 2011, our two principal airports that serve important metropolitan areas, Guadalajara International Airport and Tijuana International Airport, together represented approximately 53.0% of our total terminal passenger traffic. Puerto Vallarta International Airport and Los Cabos International Airport, our main airports serving popular tourist destinations, together accounted for approximately 26.4% of our total terminal passenger traffic in 2011. Hermosillo International Airport, which is our largest airport serving a mid-sized city, accounted for approximately 5.9% of our total terminal passenger traffic in 2011.

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

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

Sum of aeronautical and non-aeronautical revenues by airport

	Year ended December 31,
	2009		2010		2011
	(thousands of Pesos)
Guadalajara	Ps.	1,115,670	Ps.	1,317,889	Ps.	1,428,342
Tijuana		422,710		525,471		529,248
Los Cabos		566,592		624,562		676,490
Puerto Vallarta		527,723		582,851		566,114
Hermosillo		151,856		159,924		175,954
Guanajuato		148,654		159,212		166,998
La Paz		81,754		90,464		95,326
Mexicali		65,873		66,956		75,523
Morelia		79,677		77,726		71,703
Aguascalientes		44,614		47,762		56,255
Los Mochis		30,243		36,230		32,025
Manzanillo		30,874		27,519		28,529
Total	Ps.	3,266,240	Ps.	3,716,566	Ps.	3,902,507

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

Passenger Traffic

Year Ended December 31,

	2009						2010						2011
	Terminal(1)		Transit(2)		Total		Terminal(1)		Transit(2)		Total		Terminal(1)		Transit(2)		Total
Total Passengers:
Guadalajara		6,453,078		68,252		6,521,330		6,953,861		40,830		6,994,691		7,201,669		48,926		7,250,595
Tijuana		3,407,420		33,943		3,441,363		3,649,477		48,507		3,697,984		3,500,767		42,218		3,542,985
Los Cabos		2,620,403		35,286		2,655,689		2,745,528		18,259		2,763,787		2,806,977		15,204		2,822,181
Puerto Vallarta		2,645,332		8,242		2,653,574		2,735,272		7,883		2,743,155		2,535,876		10,181		2,546,057
Hermosillo		1,174,372		91,652		1,266,024		1,138,308		77,346		1,215,654		1,200,922		67,368		1,268,290
Guanajuato		886,127		4,189		890,316		853,828		5,570		859,398		854,215		3,840		858,055
La Paz		512,555		11,060		523,615		558,820		9,397		568,217		546,474		1,261		547,735
Mexicali		470,909		3,644		474,553		461,356		12,118		473,474		493,047		7,541		500,588
Morelia		447,578		6,021		453,599		429,677		3,652		433,329		376,171		2,063		378,234
Aguascalientes		284,539		914		285,453		294,125		1,093		295,218		328,490		737		329,227
Los Mochis		206,017		27,066		233,083		243,272		23,041		266,313		205,800		17,466		223,266
Manzanillo		178,120		688		178,808		159,677		2,912		162,589		157,168		6,233		163,401
Total		19,286,450		290,957		19,577,407		20,223,201		250,608		20,473,809		20,207,576		223,038		20,430,614

	2009						2010						2011
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Terminal Departing Passengers:
Guadalajara		2,180,481		1,072,057		3,252,538		2,357,845		1,159,774		3,517,619		2,339,153		1,285,806		3,624,959
Tijuana		1,644,882		19,355		1,664,237		1,755,332		20,138		1,775,470		1,689,793		16,470		1,706,263
Los Cabos		402,907		918,345		1,321,252		365,441		1,013,982		1,379,423		391,053		1,015,916		1,406,969
Puerto Vallarta		351,938		978,315		1,330,253		346,305		1,026,329		1,372,634		345,445		926,796		1,272,241
Hermosillo		513,466		41,650		555,116		506,784		41,548		548,332		545,650		41,351		587,001
Guanajuato		246,088		196,940		443,028		237,786		188,951		426,737		220,009		204,231		424,240
La Paz		244,816		15,537		260,353		274,016		12,026		286,042		264,118		15,026		279,144
Mexicali		221,385		2,528		223,913		217,716		2,154		219,870		233,496		2,018		235,514
Morelia		117,224		104,832		222,056		118,324		98,712		217,036		112,103		75,221		187,324
Aguascalientes		105,934		37,640		143,574		106,161		41,423		147,584		112,007		53,623		165,630
Los Mochis		96,593		4,781		101,374		117,433		4,170		121,603		100,522		4,322		104,844
Manzanillo		45,291		44,078		89,369		37,016		42,661		79,677		36,866		41,891		78,757
Total		6,171,005		3,436,058		9,607,063		6,440,159		3,651,868		10,092,027		6,390,215		3,682,671		10,072,886

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	2009						2010						2011
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Terminal Arriving Passengers:
Guadalajara		2,253,081		947,459		3,200,540		2,414,670		1,021,572		3,436,242		2,376,723		1,199,987		3,576,710
Tijuana		1,733,952		9,231		1,743,183		1,864,854		9,153		1,874,007		1,786,576		7,928		1,794,504
Los Cabos		407,339		891,812		1,299,151		385,763		980,342		1,366,105		402,040		997,968		1,400,008
Puerto Vallarta		386,649		928,430		1,315,079		384,855		977,783		1,362,638		369,677		893,958		1,263,635
Hermosillo		581,883		37,373		619,256		556,121		33,855		589,976		583,063		30,858		613,921
Guanajuato		281,679		161,420		443,099		272,015		155,076		427,091		254,113		175,862		429,975
La Paz		236,670		15,532		252,202		261,167		11,611		272,778		254,387		12,943		267,330
Mexicali		245,900		1,096		246,996		240,598		888		241,486		256,684		849		257,533
Morelia		117,896		107,626		225,522		124,207		88,434		212,641		117,950		70,897		188,847
Aguascalientes		112,356		28,609		140,965		115,119		31,422		146,541		121,391		41,469		162,860
Los Mochis		104,136		507		104,643		121,189		480		121,669		100,515		441		100,956
Manzanillo		45,852		42,899		88,751		39,837		40,163		80,000		42,060		36,351		78,411
Total		6,507,393		3,171,994		9,679,387		6,780,395		3,350,779		10,131,174		6,665,179		3,469,511		10,134,690

(1) Includes arriving and departing passengers as well as transfer passengers (passengers who arrive on one aircraft and depart on a different aircraft).

(2) Terminal passengers who arrive at our airports but generally depart without changing aircraft.

The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2011.

Capacity by Airport (2011)

Airport	Peak air traffic movements per hour(1)		Runway  capacity(2)
Guadalajara		35		39
Tijuana		15		31
Los Cabos		24		37
Puerto Vallarta		26		29
Hermosillo		19		29
Guanajuato		12		13
La Paz		10		18
Mexicali		7		19
Morelia		10		11
Aguascalientes		8		16
Los Mochis		9		12
Manzanillo		7		11

(1) Includes Commercial and General Aviation Operations (demand).

(2) Air traffic movements per hour (capacity).

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

Air Traffic Movements by Airport⁽¹⁾

	For the year ended December 31,
	2009		2010		2011
Guadalajara		131,721		133,323		129,979
Tijuana		45,218		46,283		42,393
Los Cabos		36,423		36,175		34,288
Puerto Vallarta		41,633		42,705		39,689
Hermosillo		43,514		42,584		44,005
Guanajuato		26,183		26,537		24,920
La Paz		19,162		20,510		18,957
Mexicali		11,177		11,798		11,573
Morelia		15,060		14,914		14,906
Aguascalientes		10,878		12,262		12,965
Los Mochis		17,577		17,346		14,402
Manzanillo		6,461		7,237		7,341
Total		405,007		411,674		395,418

(1) Includes departures and arrivals.

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

Average Passengers per Air Traffic Movement by Airport ⁽¹⁾

	Year ended December 31,
	2009		2010		2011
Guadalajara		49.51		52.46		55.78
Tijuana		76.10		79.90		83.57
Los Cabos		72.91		76.40		82.31
Puerto Vallarta		63.74		64.23		64.15
Hermosillo		29.09		28.55		28.82
Guanajuato		34.00		32.38		34.43
La Paz		27.32		27.70		28.89
Mexicali		42.45		40.13		43.25
Morelia		30.11		29.06		25.37
Aguascalientes		26.24		24.08		25.39
Los Mochis		13.26		15.35		15.50
Manzanillo		27.67		22.46		22.26
Average of all airports		48.34		49.73		51.67

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

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

Air Traffic Movements by Aviation Category ⁽¹⁾

	Year ended December 31,
	2009		2010		2011
Commercial Aviation		301,179		301,421		281,710
Charter Aviation		16,569		17,753		15,887
General Aviation and other		87,259		92,500		97,821
Total		405,007		411,674		395,418

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

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Guadalajara International Airport

Guadalajara International Airport is our most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, the Guadalajara International Airport was the third busiest in Mexico in terms of commercial aviation passenger traffic, according to the Mexican Airport and Auxiliary Services Agency. In 2011, the Guadalajara International Airport accounted for approximately 35.6% of our terminal passenger traffic.

In 2011, a total of 7.2 million terminal passengers were served by Guadalajara International Airport. Of the terminal passengers in 2011, 65.5% were domestic and 34.5% were international passengers. Of the airport’s international passengers, we estimate that a significant portion are Mexicans living in the United States visiting Guadalajara. This airport also serves many business travelers traveling to and from Guadalajara. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of 14 airlines operate at the airport; the principal ones being Volaris, Aeroméxico, Interjet and Aeroméxico Connect. The main non-Mexican airlines operating at the airport are Continental Airlines, Alaska Airlines, Delta Airlines, American Airlines and US Airways. Airlines operating at the airport reach 40 destinations. Of these destinations Mexico City, Tijuana and Los Angeles are the most popular.

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

Guadalajara International Airport operates 24 hours daily. The airport has two operating runways, one with a length of 4,000 meters and a full parallel taxiway and the other runaway with a length of 1,770 meters. The runway capacity at this airport is 39 air traffic movements per hour. The airport also has an Instrument Landing System (ILS) that assists pilots in poor weather. The airport’s facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport’s main commercial terminal has a total area of approximately 61,938 square meters, as well as parking facilities consisting of an additional 46,000 square meters. The general aviation building has an additional 1,825 square meters. The main commercial terminal has 20 gates and 21 remote boarding positions. Of the 20 gates, eight serve international flights and 12 serve domestic flights. Of the international gates, three have air bridges, and of the domestic gates, five have air bridges. Additionally there are eleven remote positions used for the regional flights commonly used by Aeroméxico Connect.

As part of our business strategy, during 2010 we began changing the profile and category of service of almost all of the stores to better-known brands. We have plans to complete this process by the second quarter of 2012. The airport has an onsite hotel operated by a third party from which we derive no revenues.

We have continued to take significant steps to modernize and expand the Guadalajara International Airport in order to improve its operations and image. These steps have included the

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improvement of the airport’s runways and platforms, an increase in the number of remote boarding positions, the installation of an improved computer system and expansion of the main commercial terminal, including the installation and/or modernization of air bridges, the baggage claim area, ticket counters, restrooms, hallways and gate areas. In addition, between 2010 and 2011 we completed the expansion of the international baggage claim area, we expanded the access point areas for departing passengers, and we upgraded the departures hall. Also, during 2011, we completed the new food court, which adds another 250 square meters for food and beverage sales. We also remodeled an additional 100 square meters for specialty retail stores.

Tijuana International Airport

Tijuana International Airport is our second most important airport in terms of passenger traffic, the third in air traffic movements and the fourth in contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Tijuana International Airport was the fifth busiest airport in Mexico in terms of commercial aviation traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 17.3% of our terminal passenger traffic.

In 2011, Tijuana International Airport served a total of 3.5 million terminal passengers. Approximately 99.3% of those terminal passengers were domestic passengers. Since Tijuana is located near the Mexico-U.S. border and is therefore a popular entry point to the United States, a majority of the airport’s passengers consists of Mexican migrant workers traveling to Tijuana in order to seek work in the United States. Accordingly, the airport’s passenger traffic and results of operations are affected by Mexican and U.S. economic conditions. A highway connecting the city of Tijuana to the airport also extends directly to the U.S.-Mexico border crossing, providing convenient access to San Diego, California (which is located approximately 30 kilometers from Tijuana International Airport) and other areas of southern California, particularly Los Angeles.

Tijuana International Airport serves the city of Tijuana and surrounding areas in the State of Baja California, including the municipalities of Ensenada, Tecate and Rosarito. With a population of approximately 1.6 million, Tijuana is the largest city in the state. Currently, in terms of population, the state of Baja California is the second largest maquiladora center in Mexico, according to the Mexican National Institute of Statistics.

A total of six airlines operate at the airport; the principal ones are Volaris and Aeroméxico. Airlines operating at this airport provide service to 27 destinations. Of these destinations Mexico City, Guadalajara, and Culiacan are the most popular. In addition, Aeroméxico flies twice weekly from Tijuana to Tokyo and Shanghai.

Tijuana International Airport currently operates 17 hours daily between the hours of 7:00 a.m. and 12:00 a.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway with a length of 2,960 meters and a full parallel taxiway. The runway capacity at this airport is 31 air traffic movements per hour. The airport also has an instrument landing system (ILS) that assists pilots in poor weather. It has 23 gates serving both domestic and international travelers and six remote boarding positions. Of the 23 gates, ten have air bridges.

In 2011, approximately 15.2 thousand metric tons of cargo was transported through the airport.

A portion of the land comprising Tijuana International Airport was expropriated by the Mexican federal government in 1970 pursuant to its power of eminent domain and is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see “Item 8, Legal Proceedings – Ejido Participants at Tijuana and Guadalajara Airport.”

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Los Cabos International Airport

Los Cabos International Airport is our third most important airport in terms of passenger traffic, our fifth most important airport in terms of air traffic movements and second most important airport in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Los Cabos International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic, according to the Mexican Airport and Auxiliary Services Agency. In 2011, Los Cabos International Airport accounted for approximately 13.9% of our terminal passenger traffic.

Approximately 2.8 million terminal passengers were served by the airport in 2011. Approximately 71.7% of the terminal passengers were international passengers. The airport serves primarily tourists visiting San Jose del Cabo, Cabo San Lucas and other coastal destinations along the Trans-Peninsular highway of the state of Baja California Sur.

A total of 21 airlines operate at the airport with Alaska Airlines, American Airlines, Interjet, US Airways and Continental being the principal ones. Airlines operating at this airport provide service to 38 destinations. Of these destinations Mexico City, Los Angeles and Phoenix are the most popular.

Los Cabos International Airport is located approximately 13 kilometers from the city of San Jose del Cabo, in the state of Baja California Sur. In 2011, the number of visitors to Los Cabos (San José del Cabo and the nearby city of Cabo San Lucas) was approximately 1.5 million, according to the Mexican Immigration Institute. Visitors to this area are generally affluent, and include golfers who enjoy world-class courses, as well as sports fishing and scuba diving enthusiasts who are drawn by the rich marine life in the region’s coastal waters. We believe a growing percentage of visitors to Los Cabos consist of recurring visitors as the popularity and availability of time-shares in the area has increased over recent years.

Los Cabos International Airport’s standard operating hours are from 7:00 a.m. to 6:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 3,000 meters, and a full parallel taxiway to the runway. The runway capacity at this airport is 37 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada. The airport has two commercial aviation terminals. Terminal 1 occupies approximately 14,600 square meters and Terminal 3 occupies approximately 10,600 square meters. The airport has 12 gates and 14 remote boarding positions. In addition, the airport has a general aviation and a Fixed Base Operations terminal (FBO), Terminal 2, occupying 1,961 square meters. We operate commercial space of approximately 2,000 square meters at Los Cabos International Airport. In 2011, approximately 28% of the sum of our aeronautical and non-aeronautical revenues generated at the Los Cabos International Airport was derived from commercial businesses, a percentage that is higher than at any other airport in our group.

During 2011, we began the expansion of the Terminal 4 building and as part of the expansion we will add an additional 1,000 square meters of commercial space, mainly to improve the space for duty free, retail and food and beverage stores. This new terminal will replace the Terminal 3 by the end of 2012.

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Puerto Vallarta International Airport

Puerto Vallarta International Airport is our fourth most important airport in terms of passenger traffic and in terms of air traffic movements, and third in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Puerto Vallarta International Airport was the seventh busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 12.5% of our terminal passenger traffic.

In 2011, 2.5 million terminal passengers traveled through Puerto Vallarta International Airport. We estimate that 71.8% of these terminal passengers were international passengers and 28.2% were domestic passengers. The airport primarily serves foreign tourists and is a popular tourist destination in Mexico.

A total of 25 airlines operate at the airport; the principal ones are Alaska Airlines, Aeroméxico Connect and US Airways. Airlines operating at this airport provide service to 43 destinations. Of these destinations, the most popular are Mexico City, Phoenix and Seattle. During 2011, new routes from our Puerto Vallarta airport to San Francisco and Amsterdam were opened by airlines such as Virgin America and Tui ArkeFly.

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

Puerto Vallarta International Airport operates 24 hours daily. The airport has one runway with a length of 3,100 meters as well as a parallel taxiway. The runway capacity at this airport is 29 air traffic movements per hour. This airport has one main commercial terminal, a fixed-base operation terminal, or FBO, and a general aviation building. FBOs are specialized, full service operations offered to general aviation aircraft. The services offered to FBO users include refueling, cleaning, and catering. The airport has 16 gates serving domestic and international flights, nine remote boarding positions and seven air bridges.

During 2011 we began the expansion of the satellite terminal building and as a result 200 square meters of new commercial space will be added at the end of 2012.

Hermosillo International Airport

Hermosillo International Airport is our fifth most important airport in terms of passenger traffic, our second most important airport in terms of air traffic movements and our fifth most important in terms of contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Hermosillo International Airport was the tenth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 5.9% of our terminal passenger traffic.

In 2011, Hermosillo International Airport served approximately 1.2 million terminal passengers, and approximately 94.0% of those terminal passengers were domestic. Many of the airport’s passengers use the airport as a hub for connecting flights between other Mexican cities, particularly Mexico City, Tijuana, Guadalajara and Monterrey. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

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A total of six airlines operate at the airport; the principal ones are Aeroméxico Connect, Aeroméxico and Volaris. Airlines operating at this airport provide service to 11 destinations. Of these destinations, Mexico City, Guadalajara and Monterrey are the most popular.

Hermosillo International Airport serves the city of Hermosillo and four other nearby municipalities, which together have a population of approximately 1.0 million, according to the Mexican National Population Council. The city of Hermosillo, which is the capital of the state of Sonora, is located approximately 260 kilometers south of the border town of Nogales and 130 kilometers east of the Gulf of California. The airport is located approximately 13 kilometers west of the city of Hermosillo. The airport is an important hub in a primarily agricultural and industrial region. Approximately 7.1 thousand metric tons of cargo passed through the airport in 2011. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.

Hermosillo International Airport operates 14 hours daily between the 6:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has two runways, one with a length of 2,300 meters and the other with a length of 1,100 meters. The runway capacity at this airport is 29 air traffic movements per hour. The airport has nine gates and ten remote positions and includes both a commercial aviation building and a general aviation building for small private airplanes.

Guanajuato International Airport

Guanajuato International Airport is our sixth most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Guanajuato International Airport was the fourteenth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 4.2% of our terminal passenger traffic. During 2011, the airport served 854.2 thousand terminal passengers, 55.5% of which were domestic.

A total of eight airlines operate at the airport; the principal ones are Aeroméxico Connect, Continental and Volaris. Airlines operating at this airport provide service to 9 destinations. Of these destinations, Mexico City, Houston and Tijuana are the most popular.

Guanajuato International Airport is located in the central state of Guanajuato near the cities of Leon, Irapuato, Silao and Guanajuato, approximately 315 kilometers northwest of Mexico City. The state of Guanajuato has a population of approximately 5.5 million people according to the Mexican National Population Council and is located in Mexico’s Bajio region, best known for its rich colonial history, its agricultural sector and manufacturing industry. General Motors has an assembly plant in Silao, Guanajuato. The local government is developing a “dry dock” or truck loading service terminal near the airport that we believe will increase cargo demand. Guanajuato International Airport operates 20 hours daily between 4:00 a.m. and 12:00 midnight. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway with a length of 3,500 meters. The runway capacity at this airport is 13 air traffic movements per hour. It has two terminals (one commercial and one general aviation), with six gates and three remote boarding positions. Of the six gates, three have passenger walkways.

La Paz International Airport

La Paz International Airport is our seventh most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, La Paz International Airport was the twenty-first busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011 it accounted for approximately 2.7% of our terminal passenger traffic.

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During 2011, La Paz International Airport served 546.5 thousand terminal passengers. We estimate that approximately 94.9% of these terminal passengers were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

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

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

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

Mexicali International Airport

Mexicali International Airport is our eighth most important airport in terms of passenger traffic and in terms of contribution to the sum of aeronautical and non-aeronautical revenues, and our eleventh most important airport in terms of air traffic movements. In 2011, Mexicali International Airport was the twenty-third busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 2.4% of our terminal passenger traffic. During 2011, Mexicali International Airport served 493.0 thousand terminal passengers. We estimate that approximately 99.4% of passengers served by this airport in 2011 were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

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

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

Mexicali International Airport operates 19 hours daily between 6:00 a.m. and 1:00 a.m. the following day. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,600 meters in length as well as a main commercial terminal and a smaller general aviation terminal. The runway capacity at this airport is 19 air traffic movements per hour. The main commercial terminal has two gates and four remote boarding positions.

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Morelia International Airport

Morelia International Airport is our ninth most important airport in terms of passenger traffic and in terms of contribution to the sum of aeronautical and non-aeronautical revenues and our eighth most important airport in terms of air traffic movements. In 2011, Morelia International Airport was the twenty-eighth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 1.9% of our terminal passenger traffic. In 2011, the Morelia International Airport served 376.2 thousand terminal passengers. We estimate that approximately 61.2% of the terminal passengers were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of six airlines operate at the airport; the principal ones are Volaris, Aeroméxico Connect and Continental. Airlines operating at this airport provide service to 8 destinations. Of these destinations, Tijuana, Mexico City and Los Angeles are the most popular.

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

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

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

Aguascalientes International Airport

Aguascalientes International Airport is our tenth most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Aguascalientes International Airport was the thirtieth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 1.6% of our terminal passenger traffic. During 2011, the airport served 328.5 thousand terminal passengers. Of these passengers, we estimate that approximately 71.1% were domestic passengers. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of five airlines operate at the airport; the principal ones are Aeroméxico Connect, American Eagle, Continental and Aeromar. Airlines operating at this airport provide service to six destinations. Of these destinations Mexico City, Tijuana, Dallas and Houston are the most popular.

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

Aguascalientes International Airport operates 12 hours daily between 7:00 a.m. and 7:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. It has two runways, one measuring

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3,000 meters in length and the other (which is closed temporarily) measuring 1,000 meters, and a single main commercial terminal. The runway capacity at this airport is 16 air traffic movements per hour. The airport has three gates and four remote boarding locations.

Los Mochis International Airport

Los Mochis International Airport is our eleventh most important airport in terms of passenger traffic and in terms of contribution to the sum of aeronautical and non-aeronautical revenues, ninth most important in terms of air traffic movements. In 2011, Los Mochis International Airport was the thirty-seventh busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 1.0% of our terminal passenger traffic.

Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. During 2011 the airport served 205.8 thousand terminal passengers, approximately 97.7% of which were domestic passengers. The area’s sport fishing and hunting attract both Mexican and foreign visitors. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations particularly are affected by economic conditions in Mexico.

A total of three airlines operate at the airport which are Aeroméxico Connect, Volaris and Transportes Aeropacífico. Airlines operating at this airport provide service to five destinations. Of these destinations, Mexico City, Tijuana and Hermosillo are the most popular.

Los Mochis International Airport operates 14 hours daily between 7:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we are authorized to charge double our regular passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,000 meters in length as well as a single main commercial terminal. The runway capacity at this airport is 12 air traffic movements per hour. The airport has three gates and four remote boarding positions.

Manzanillo International Airport

Manzanillo International Airport is our twelfth most important airport in terms of passenger traffic, air traffic movements and contribution to the sum of aeronautical and non-aeronautical revenues. In 2011, Manzanillo International Airport was the thirty-ninth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Airport and Auxiliary Services Agency. In 2011, it accounted for approximately 0.8% of our terminal passenger traffic.

During 2011, the airport served 157.2 thousand terminal passengers. We estimate that approximately 50.2% of these passengers were domestic passengers and 49.8% of these passengers were international passengers.

A total of eight airlines operate at this airport; the principal ones are Aeromar and Alaska Airlines. The other airlines operate only during the high tourist season (November to April). The principal destinations served by airlines at this airport are Mexico City, Los Angeles and Houston.

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

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Manzanillo International Airport operates 12 hours daily between 8:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary, and we double our passenger charges and fees for aeronautical services provided outside normal business hours. The airport has one runway measuring 2,200 meters. The runway capacity at this airport is 11 air traffic movements per hour. The airport has four gates and five remote boarding positions.

Our Non-Airport Subsidiaries:

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

SIAP

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

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

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

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

CORSA

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

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PCP

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

Principal Customers

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2011, 20 international airlines and 9 Mexican airlines operated flights at our 12 airports. Volaris is our principal airline customer in terms of total passengers at our airports, with Aeroméxico and Aeroméxico Connect (together the “Aeroméxico Group”) providing the second and third highest number of total passengers. In 2011, revenues from Volaris and the passengers they moved through our airports totaled Ps. 810.9 million, of which Ps. 755.2 million were paid to the airports for the passengers they moved in form of passenger charges, representing 19.4% of the sum of our aeronautical and non-aeronautical revenues for 2011. Revenues from the Aeroméxico Group and the passengers they moved through our airports were Ps. 605.9 million during 2011, of which Ps. 588.0 million were paid to the airports for the passengers they moved in form of passengers charges, representing 15.1% of the sum of our aeronautical and non-aeronautical revenues for 2011. In addition to passenger charges (revenues generated by the services provided by airports to passengers), we also earned revenues from landing charges, aircraft parking charges and the leasing of space to these airlines.

As a result of certain disputes with our airline customers, beginning in 2003, we have entered into agreements with the National Air Transportation Chamber of Commerce and the Ministry of Communications and Transportation pursuant to which we resolved certain existing disputes with our airline customers entered into (a) contracts governing charges for aeronautical services, (b) lease contracts for property used by the airlines and (c) contracts governing collection of passenger charges. In February 2010 we renewed our agreement for the 2010-2011 period. These agreements represented (a) virtually all of the relevant contracts governing the collection of passenger charges, (b) a substantial majority of the agreements for the leasing of space in our terminals and (c) a substantial majority of the contracts governing our aeronautical services, in each case in terms of the total number agreements to be entered into. In March 2012, we signed a new agreement which maintained essentially the same terms as our previous contracts.

Changes in Principal Airlines Operating at our Airports

On August 28, 2010, Grupo Mexicana, which operated through its three subsidiaries, Mexicana, Mexicana Click, and Mexicana Link, suspended operations indefinitely. On the day Grupo Mexicana suspended operations, they were operating at 10 of our 12 airports. During the first half of 2010, Grupo Mexicana transported 1,869,636 total passengers in our network representing 18.3% of our total passengers. This made Grupo Mexicana our third most important airline group in terms of the number of passengers transported within our airports. During 2009 and the first half 2010, aeronautical revenues from Grupo Mexicana and from the passengers they moved through our airports represented 16.2% and 17.0% of our total aeronautical revenues, respectively. As of August 28, 2010, we had a pending balance due from Grupo Mexicana of Ps. 49.9 million. Of this amount, Ps. 38.6 million corresponds to passenger charges, which Grupo Mexicana collected on behalf of our airports from passengers of Mexicana, Click or Link through August 27, 2010. We have yet to receive this amount, therefore as of the date of this report, we have an allowance for doubtful accounts for Ps. 64.3 million.

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On November 29, 2011, AMR Corporation, parent of American and American Eagle, publicly announced that AMR Corporation and certain of its U.S.-based subsidiaries (including American and American Eagle) filed voluntary petitions for Chapter 11 reorganization in a U.S. Bankruptcy Court. To date, AMR Corporation, through its two subsidiaries American and American Eagle, operates at 6 of our 12 airports, (Aguascalientes, Guanajuato, Guadalajara, Morelia, Puerto Vallarta and Los Cabos). From January to December 2011, AMR Corporation, through its subsidiaries, transported 849,442 total passengers at our airports, which corresponds to 4.3% of our passenger traffic in 2011. This made AMR Corporation our eighth most important airline group in terms of the number of passengers transported within our airports. During 2010 and 2011, aeronautical revenues from AMR Corporation and the passengers they moved through our airports represented 5.9% and 5.4% of our total aeronautical revenues, respectively. Although the Chapter 11 process permits American and American Eagle to continue operating flights normally during the reorganization, we may in the future need to take necessary reserves to ensure the payment of any pending balances should AMR Corporation fail to emerge from Chapter 11 bankruptcy.

Complementary Services Customers

Our principal complementary services clients are our three principal providers of baggage handling services, Menzies Aviation, S.A. de C.V., Administradora Especializada en Negocios, S.A. de C.V. (the successor company to Servicios de Apoyo en Tierra or “SEAT”) (a subsidiary of Grupo Aeroméxico and, until 2010, of Grupo Mexicana) and AGN Aviation Services, S.A. de C.V., which provided Ps. 22.2 million, Ps. 6.1 million and Ps. 4.2 million of the sum of aeronautical and non aeronautical revenues, respectively, each in the form of access fees in 2011. Our primary catering clients are Aerococina, S.A. de C.V. and Gate Gourmet & Maasa México, S. de R.L. de C.V., which provided Ps. 5.1 million and Ps. 1.5 million of revenues, respectively, in the form of access fees in 2011.

While we receive a fee from our complementary services clients equivalent to 10% to 15% of their reported sales, we receive only a fixed fee when a company is a subsidiary or affiliate of an airline. Among our three principal providers of baggage handling Administradora Especializada en Negocios, S.A. de C.V. is the only subsidiary of airlines.

Principal Non-Aeronautical Services Customers

At December 31, 2011, we were party to approximately 1,059 contracts (46.8% more than 721 contracts we were a party to in 2010) with providers of commercial services in the commercial space in our airports, including retail store operators, duty-free store operators, food and beverage providers, time share developers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies and tourist information and promotion services. The increase in our contracts in 2011 is due to the fact that since May 2011 we have been directly operating the advertising services at all of our airports. As a result, our revenues from non-aeronautical services come from commercial customers that are spread across a large number of customers and therefore are not dependent on a limited number of principal customers. In 2011, our largest commercial customers in terms of revenues paid to us were Dufry México, S.A. de C.V. (duty-free stores; Ps. 78.6 million), Operadora Aeroboutiques, S.A. de C.V. (convenience stores; Ps. 35.1 million), Teléfonos de México, S.A.B. de C.V. (Communications and advertising Ps. 22.9 million), Unidad de Diseño y Comunicación, S.A. de C.V. (advertising; Ps. 19.4 million), Aerocomidas, S.A. de C.V. (food and beverages; Ps. 18.3 million), Compañía Mexicana de Tiempos Compartidos, S.A. de C.V. (time-share developer; Ps. 11.8 million) and Servicios Inmobiliarios ALSEA, S.A. de C.V. (food and beverage; Ps. 11.3 million).

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Seasonality

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

Competition

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

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

Additionally, in the future our Los Cabos airport may experience greater competition from the owner of a small private airport near Cabo San Lucas which received a permit to operate public service in March 2008 from the Ministry of Communications and Transportation. On November 4, 2009, this airport received authorization to operate regular commercial routes for domestic and international flights. During 2009, we commenced certain legal actions in order to preserve our market position, however, once the airport received authorization to operate commercial flights we could not continue our legal action against it. Therefore, we will implement commercial strategies to improve our level of service in order to ensure that we remain the best airport option for airlines serving the San Jose del Cabo and Cabo San Lucas corridor. Also, in order to serve the private aviation market, we started operations at our new state-of-the-art Fixed Base of Operations in Los Cabos Airport. This allowed us to increase our capacity, and we redesigned our fee structure in order to make our service the most attractive in the region. In addition, the Mexican government announced in the National Infrastructure Plan 2007-2012 (Programa Nacional de Infraestructura 2007-2012) (published in July 2007) that at least three new airports would be constructed between 2007 and 2012: the Riviera Maya airport, the Ensenada airport and the Mar de Cortés airport.

On May 12, 2010 the Mexican government announced through the Ministry of Communications and Transportation the commencement of the bidding process for the Riviera Maya airport and issued the requirements for that process. The Mexican government received proposals in April 2011. On April 25, 2011, we filed its proposal, in a consortium formed with Grupo México, S.A.B. de C.V., to participate in the bid for the Riviera Maya airport project. On May 20, 2011, the Ministry of Communications and Transportation released a communication saying that all proposals for this concession were found deficient and voided, including ours. Consequently, the international public bidding process for the construction, administration and operation of the airport located in the municipality of Tulum was declared deserted or void. As of the date of this filing, the Ministry of Communications and Transportation has not announced whether or not there will be a new bidding process for the Riviera Maya airport project.

As of the date of this filing, the government has not provided further information in respect to the Ensenada airport and the Mar de Cortés airport as to the expected type or size of these airports, and we

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cannot predict whether these airports, if they are constructed, will compete with our airports Also see “Item 3, Risk Factors – Risk Related to the Regulation of our Business – The Mexican government could grant new concessions that compete with our airports.”

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

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

REGULATORY FRAMEWORK

Sources of Regulation

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

• the Mexican Airport Law, enacted December 22, 1995;

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

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

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

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

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

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

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

Under the Mexican Airport Law, a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to (a) entities considered part of “the federal public administration” as defined under Mexican law and (b) any private company the principal shareholder of which is a state or municipal government;

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

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

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

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

Role of the Ministry of Communications and Transportation

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

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

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

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

• establish air transit rules and rules regulating take off and landing schedules through the Mexican Air Traffic Control Authority;

• take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services, and set forth the minimum operating conditions for airports;

• establish safety regulations;

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• close airports entirely or partially when safety requirements are not being satisfied;

• monitor airport facilities to determine their compliance with the Mexican Airport Law, other applicable laws and the terms of the concessions;

• maintain the Mexican aeronautical registry for registrations relating to airports;

• impose penalties for failure to observe and perform the rules under the Mexican Airport Law, the regulations thereunder and the concessions;

• approve any transaction or transactions that directly or indirectly may result in a change of control of a concession holder;

• approve the Master Development Programs prepared by each concession holder every five years;

• determine each airport’s maximum rates;

• approve any agreements entered into between a concession holder and a third party providing airport or complementary services at its airport; and

• perform any other function specified by the Mexican Airport Law.

In addition, under the Mexican Organic Law of the Federal Public Administration (Ley Orgánica de la Administración Pública Federal), the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico’s airports. The Ministry of Communications and Transportation provides these services through the Mexican Air Traffic Control Authority, which is a division of the Ministry of Communications and Transportation. Since 1978, the Mexican air traffic control authority has provided air traffic control for Mexico’s airports.

Regulatory Initiatives

The Ministry of Communications and Transportation intended to establish a new regulatory agency. This new agency was expected to be authorized to monitor our activities and those of the other airport groups, enforce applicable regulations, propose amendments to concessions, set maximum rates, resolve disputes between concession holders and airport users (such as airlines) and collect and distribute information relating to the airport sector. An initiative was introduced in Mexico’s Congress on February 26, 2009 to establish such an agency and reform a substantial part of the current Mexican Airport Law, but it was rejected by the legislature on April 20, 2010. On December 14, 2011, a new bill was introduced in Mexico’s Congress to amend the Mexican Airport Law. As of the date of this report, the amendments to the Airport Law have not been approved. See “– Report of the Federal Competition Commission on Mexico’s Airports” further below.

Concession Tax

Under the Mexican Federal Duties Law, each of our subsidiary concession holders is required to pay the Mexican government a concession tax based on its gross annual revenues (excluding revenues from improvements to concession assets) from the use of public domain assets pursuant to the terms of its concession. Currently, this concession tax is set at a rate of 5% and may be revised annually by the Mexican Congress. Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax.

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Scope of Concessions

We hold concessions granted to us by the Mexican government to use, operate, maintain and develop 12 airports in the Pacific and central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term, each of which terms began on November 1, 1998. This initial term of each of our concessions may be renewed for one or more terms for up to an additional 50 years, subject to the concession holder’s acceptance of any new conditions imposed by the Ministry of Communications and Transportation and to its compliance with the terms of its concession. Each of the concessions held by our subsidiary concession holders allows the relevant concession holder, during the term of the concession, to: (i) operate, maintain and develop its airport and carry out any necessary construction in order to render airport, complementary and commercial services as provided under the Mexican Airport Law and the regulations thereunder; and (ii) use and develop the assets that comprise the airport that is the subject of the concession (consisting of the airport’s real estate and improvements but excluding assets used in connection with fuel supply and storage). These assets are government-owned assets, subject to the Mexican National Assets Law. Upon expiration of a concession, these assets, together with any improvements thereto, automatically revert to the Mexican government.

Concession holders are required to provide airport security, which must include contingent and emergency plans in accordance with the regulations under the Mexican Airport Law. The security regulations must be implemented in accordance with the requirements set forth in the National Program for Airport Security (Plan Nacional de Seguridad Aeroportuaria). In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for inspecting passengers and their carry-on baggage before they approach the departure gates and specify that the transporting airline is responsible for the inspection of checked baggage and cargo. If public order or national security is endangered, the competent federal authorities are authorized to act to protect the safety of aircraft, passengers, cargo, mail, installations and equipment.

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

During 2011, we completed the installation of new screening equipment at all 12 of our airports. Although we incurred significant capital expenditures installing this screening system, we believe that the operation of this equipment is the responsibility of our airline customers under the Mexican Airport Law. Because the Mexican Airport Law expressly provides that airlines bear the responsibility for checked baggage screening, if an airline wants us to operate the baggage screening system on its behalf, it must enter into a contract with us that allows us to recover the cost of operating the equipment. The contract also includes a clause in which the airline agrees to hold us harmless, not to make any claims against us and indemnifies us against certain types of liability arising in connection with the operation of the baggage screening system. The indemnification applies broadly and includes lawsuits for (i) the death or injury of any passenger or personnel of the airline or any third parties (ii) any damage, delay or loss of luggage, and (iii) any damage to the airline’s equipment arising from our operation of the baggage screening system

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service; provided that, if it is determined in a legal proceeding that the damages resulted from an act or omission committed with malice or in bad faith by one or more of our employees, officers or contractors, then the airline may pursue legal action only against the specific employee, officer or contractor.

As of the date of this report, we have entered into agreements that include the representation from the airlines to hold us harmless and the indemnification mentioned previously, to operate baggage screening systems with Volaris, Magnicharters, Westjet, Airtransat, Sunwing and US Airways. These agreements represent approximately 30% of our total passenger traffic. We expect to sign agreements with the rest of our airline customers during 2012 on substantially the same terms and conditions as those already signed.

We are incurring ongoing expenses to install, maintain and operate this equipment. Although the costs have been limited to the minimum required to provide the required services to our airline clients that already signed the agreement, we will continue recovering those costs only if more airlines sign a contract to have us provide the baggage screening service. Additionally, we expect to incur ongoing expenses to maintain the equipment and could be required to undertake significant additional capital expenditures for items such as a new screening technology or additional equipment if requirements are changed.

The shares of a concession holder and the rights under a concession may be subject to a lien only with the approval of the Ministry of Communications and Transportation. No agreement documenting liens approved by the Ministry of Communications and Transportation may allow the beneficiary of a pledge to become a concession holder under any circumstances.

A concession holder may not assign any of its rights or obligations under its concession without the authorization of the Ministry of Communications and Transportation. The Ministry of Communications and Transportation is authorized to consent to an assignment only if the proposed assignee satisfies the requirements to be a concession holder under the Mexican Airport Law, undertakes to comply with the obligations under the relevant concession and agrees to any other conditions that the Ministry of Communications and Transportation may require.

General Obligations of Concession Holders

The concessions impose certain obligations on the concession holders, including, among others, (i) the obligation to pay the concession tax described above, (ii) the obligation to deliver concession services in a continuous, public and non-discriminatory manner, (iii) the obligation to maintain the airports in good working condition and (iv) the obligation to make investments with respect to the infrastructure and equipment in accordance with the Master Development Programs and the concessions.

Each concession holder and any third party providing services at an airport is required to carry insurance in specified amounts and covering specified risks, such as damage to persons and property at the airport, in each case as specified by the Ministry of Communications and Transportation. To date, the Ministry of Communications and Transportation has not specified the required amounts of insurance. We may be required to obtain additional insurance once these amounts are specified.

We and our subsidiary concession holders are jointly and severally liable to the Ministry of Communications and Transportation for the performance of all obligations under the concessions held by our subsidiaries. Each of our subsidiary concession holders is responsible for the performance of the obligations set forth in its concession and in the Master Development Programs, including the obligations arising from third-party contracts, as well as for any damages to the Mexican government-owned assets that they use and to third-party airport users. In the event of a breach of the concession held by any one of our subsidiaries, the Ministry of Communications and Transportation is entitled to revoke the concessions held by all of our subsidiaries.

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Substantially all of the contracts entered into prior to August 25, 1999 by the Mexican Airport and Auxiliary Services Agency with respect to each of our airports were assigned to the relevant concession holder for each airport. As part of this assignment, each concession holder agreed to indemnify the Mexican Airport and Auxiliary Services Agency for any loss suffered by the Mexican Airport and Auxiliary Services Agency due to the concession holder’s breach of its obligations under an assigned agreement.

Classification of Services Provided at Airports

The Mexican Airport Law and the regulations thereunder classify the services that may be rendered at an airport into the following three categories:

• Airport Services. Airport services may be rendered only by the holder of a concession or a third party that has entered into an agreement with the concession holder to provide such services. These services include the following:

• the use of airport runways, taxiways and aprons for landing, aircraft parking and departure;

• the use of hangars, passenger walkways, transport buses and car parking facilities;

• the provision of airport security services, rescue and firefighting services, ground traffic control, lighting and visual aids;

• the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and

• the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis).

• Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include: ramp and handling services, passenger check-in, aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.

• Commercial Services. Commercial services are services that are not considered essential to the operation of an airport or aircraft, and include, among other things, retailers, restaurants, banks and advertisers to which we lease space.

A third party rendering airport, complementary or commercial services is required to do so pursuant to a written agreement with the relevant concession holder. We have not entered into any agreement with a third party with respect to the provision of airport services as we provide these services ourselves. All agreements relating to airport or complementary services are required to be approved by the Ministry of Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers are required to be corporations incorporated under Mexican law.

Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Concession holders are required to

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provide airport and complementary services on a priority basis to military aircraft, disaster support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities. The concession holders have not and do not provide complementary services as these services are provided by third parties.

In the event of force majeure, the Ministry of Communications and Transportation may impose additional regulations governing the provision of services at airports, but only to the extent necessary to address the force majeure event. The Mexican Airport Law allows the airport administrator appointed by a concession holder to suspend the provision of airport services in the event of force majeure.

A concession holder is also required to allow for a competitive market for complementary services. A concession holder may only limit the number of providers of complementary services in its airport due to space, efficiency and safety considerations. If the number of complementary service providers must be limited due to these considerations, contracts for the provision of complementary services must be awarded through competitive bidding processes.

Master Development Programs

Each concession holder is required to submit to the Ministry of Communications and Transportation a master development program describing, among other things, the concession holder’s construction and maintenance plans.

Each master development program is required to be updated every five years and resubmitted for approval to the Ministry of Communications and Transportation. Upon such approval, the master development program is deemed to constitute a part of the relevant concession. Any major construction, renovation or expansion of an airport may only be made with the approval of the Ministry of Communications and Transportation, typically provided pursuant to a concession holder’s master development program. Information required to be presented in the master development program includes:

• airport growth and development expectations;

• 15-year projections for air traffic demand (including passenger, cargo and operations);

• construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment;

• a binding five-year detailed investment program and planned major investments for the following ten years;

• descriptive airport plans specifying the distinct uses for the corresponding airport areas;

• any financing sources; and

• environmental protection measures.

Each concession provides for a 24-month period for the preparation and submission of the concession holder’s master development program, and requires the concession holder to engage recognized independent consultants to conduct polls among airport users with respect to current and expected quality standards, and to prepare air traffic projections and assess investment requirements. The concession holder must submit a draft of the master development program to an operations committee (Comité de Operación y Horarios), composed of each of the airport’s principal users, for their review and comments six months prior to its submission for approval to the Ministry of Communications and

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Transportation. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new master development program to the Ministry of Communications and Transportation. The Ministry of Communications and Transportation may request additional information or clarification as well as seek further comments from airport users. The Ministry of Defense (Secretaría de Defensa Nacional) may also opine on the master development programs.

Any major construction project, renovation or expansion relating to an airport can only be done pursuant to the master development program of the concession holder or with the approval of the Ministry of Communications and Transportation. We are required to spend the full amounts set forth in each investment program under our Master Development Programs.

Changes to a master development program including the related investment program require the approval of the Ministry of Communications and Transportation, except for emergency repairs and minor works that do not adversely affect an airport’s operations.

Once the capital expenditures related with the Master Development Programs are established, it is adjusted annually according to the increases in the Mexican Producer Price Index, construction sector, materials, equipment rental and fees segment (Índice Nacional de Precios al Productor, sector construcción, materiales, alquiler de maquinaria y remuneraciones), and the concessionaire is obligated to meet the adjusted amounts.

In December 2009, the Ministry of Communications and Transportation approved the Master Development Programs for each of our subsidiary concession holders for the 2010-2014 period. We allocated 83.6% of our investments for the 2010-2014 period to the Guadalajara, Los Cabos, Puerto Vallarta and Tijuana airports.

Our Master Development Programs are approved by the Ministry of Communications and Transportation for periods of five years, as stated in our concessions. We are required to comply with the five-year period investment obligations under the Master Development Programs, and the Ministry of Communications and Transportation may apply sanctions if we do not so comply. Recently, the Ministry of Communications and Transportation has reviewed our compliance on an annual basis. The Ministry of Communications and Transportation may choose to do this revision officially and apply sanctions on an annual basis if it determines that we have failed in our investment obligations. The Ministry of Communications and Transportation has certified our compliance with our Master Development Program for 2010. As of the date of this filing, the Ministry of Communications and Transportation has not completed our certification process for 2011.

Aeronautical Services Regulation

The Mexican Airport Law directs the Ministry of Communications and Transportation to establish price regulations for services for which there is no competitive market, as determined by the Mexican Antitrust Commission. In 1999, the Mexican Antitrust Commission issued a ruling stating that competitive markets generally do not exist for airport services and airport access provided to third parties rendering complementary services. This ruling authorized the Ministry of Communications and Transportation to establish regulations governing the prices that may be charged for airport services and access fees that may be charged to third parties rendering complementary services in our airports. On November 15, 1999, a new regulation, the Rate Regulation (Regulación Tarifaria), was incorporated within the terms of each of our concessions. This regulation provides a framework for the setting by the Ministry of Communications and Transportation of five-year maximum rates.

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Regulated Revenues

The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of airport facilities by airlines and passengers and principally consist of a fee for each departing passenger, aircraft landing fees based on an aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from an aircraft to the terminal building, a security charge for each departing passenger and the leasing of space and access fees collected from third parties that provide complementary services at our airports.

Since January 1, 2000, all of our revenues from aeronautical services have been subject to a price regulation system established by the Ministry of Communications and Transportation. Under this price regulation system, the Ministry of Communications and Transportation establishes a maximum rate for each airport for every year in a five-year period. The maximum rate is the maximum amount of revenues per workload unit that may be earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. We are able to set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenues from regulated services at an airport do not exceed the maximum rate per workload unit at that airport. Each year, the Ministry of Communications and Transportation certifies that our regulated revenues divided by workload units are equal to or below the established maximum rate for the period. For the five-year period from 2005 to 2009, the Ministry of Communications and Transportation certified that we have not collected revenues in excess of the permitted levels. The Ministry of Communications and Transportation also has reviewed our maximum rates and certified that we have not collected revenues in excess of the permitted level for 2010. The review for 2011 will take place during the second quarter of 2012. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic permit greater revenues overall within each five-year interval for which maximum rates are established.

In 2010 and 2011, approximately 67.6% and 62.3%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates (79.6% and 78.9%, respectively, of the sum of aeronautical and non-aeronautical revenues were earned from aeronautical services subject to price regulation under our maximum rates).

Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not regulated under our maximum-rate price regulation system and are therefore not subject to a ceiling under any regulation. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see “Item 5, Operating and Financial Review and Prospects – Classification of Revenues.”

Maximum Rates

Each airport’s maximum rate is determined by the Ministry of Communications and Transportation based on a general framework established in our concessions. This framework reflects, among other factors, projections of an airport’s revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services and projected annual efficiency adjustments determined by the Ministry of Communications and Transportation. The schedule of maximum rates for each airport is established every five years.

Maximum Rates for 2010 through 2014

In December 2009, the Ministry of Communications and Transportation set new airport maximum rates for the five-year period from January 1, 2010 through December 31, 2014. The following

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table sets forth the maximum rates for each of our airports under the Master Development Programs that went into effect as of January 1, 2010. These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under “Special Adjustments to Maximum Rates.”

Current Maximum Rates⁽¹⁾

	Year ended December 31,
	2010		2011		2012		2013		2014
Guadalajara		112.00		111.22		110.44		109.66		108.90
Tijuana		99.18		98.49		97.80		97.11		96.43
Los Cabos		143.14		142.14		141.14		140.16		139.17
Puerto Vallarta		137.91		136.94		135.98		135.03		134.09
Hermosillo		97.63		96.95		96.27		95.60		94.93
Guanajuato		130.69		129.77		128.87		127.96		127.07
La Paz		122.34		121.48		120.63		119.79		118.95
Mexicali		99.65		98.95		98.26		97.57		96.89
Morelia		136.01		135.06		134.11		133.17		132.24
Aguascalientes		113.38		112.59		111.80		111.02		110.24
Los Mochis		116.85		116.03		115.22		114.41		113.61
Manzanillo		128.37		127.47		126.58		125.69		124.81

(1) Expressed in constant pesos as of December 31, 2007 (applying the efficiency factor year over year).

Methodology for Determining Future Maximum Rates

The Rate Regulation provides that each airport’s annual maximum rates are to be determined in five-year intervals based on the following variables:

• Projections for the following fifteen years of workload units, operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation. The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s master development program for the following fifteen years;

• Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality standards for services to be derived from the master development programs;

• Reference values, which initially were established in the concessions and are designed to reflect the net present value of the regulated revenues minus the corresponding regulated operating costs and expenses (excluding amortization and depreciation), and capital expenditures related to the provision of regulated services plus a terminal value;

• 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 24 months prior to the date of the negotiations plus a risk premium to be determined by the Ministry of Communications and Transportation based on the inherent risk of the airport business in Mexico; and

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• An efficiency factor to be determined by the Ministry of Communications and Transportation. The maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75% for the five-year period from January 1, 2005 through December 31, 2009 and 0.70% for the five-year period from January 1, 2010 through December 31, 2014.

Our concessions specify a discounted cash flow formula to be used by the Ministry of Communications and Transportation to determine the maximum rates that, given the projected earnings before interest, taxes, depreciation and amortization, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates. We prepared a proposal to submit to the Ministry of Communications and Transportation establishing the values we believe should be used with respect to each variable included in the determination of maximum rates, including the efficiency factor, projected capital expenditures and the discount rate. The maximum rates ultimately established by the Ministry of Communications and Transportation historically have resulted from a negotiation between the Ministry of Communications and Transportation and us regarding these variables. Once the maximum rates are established, they must be adjusted each year by the efficiency factor and by the Mexican Producer Price Index (Índice Nacional de Precios al Productor) excluding petroleum. Also once the maximum rates are established based in part on the capital expenditures included in our Master Development Programs, the capital expenditures must be adjusted according to the Mexican Producer Price Index, construction sector, materials, equipment rental and fees segment (Índice Nacional de Precios al Productor, sector construcción, materiales, alquiler de maquinaria y remuneraciones).

The concessions provide that each airport’s reference values and discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the Ministry of Communications and Transportation or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we are able to collect) multiplied by workload units at any airport generate a profit or exceed our profit estimates, or reflect the actual profitability, discount rates, capital expenditures or productivity gains at that airport over the five-year period, we are not entitled to any adjustment to compensate for any shortfall.

To the extent that such aggregate revenues per workload unit exceed the relevant maximum rate, the Ministry of Communications and Transportation may proportionately reduce the maximum rate in the immediately subsequent year and assess penalties equivalent to 1,000 to 50,000 times the general minimum wage in the Federal District (Mexico City). On January 1, 2012, the daily minimum wage in Mexico City was Ps. 62.33. As a result, the maximum penalty at such date could have been Ps. 3.1 million (U.S.$ 223,389) per airport.

As established by the Ministry of Communications and Transportation, the calculation of workload units does not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of cargo.

Special Adjustments to Maximum Rates

Once determined, each airport’s maximum rates are subject to special adjustment only under the following circumstances:

• Change in law or natural disasters. A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and 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.

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• Macroeconomic conditions. A concession holder may request an adjustment in its maximum rates if, as a result of a decrease of at least 5% in Mexican gross domestic product in a 12-month period, the workload units processed in the concession holder’s airport are less than those projected when its master development program was approved. To grant an adjustment under these circumstances, the Ministry of Communications and Transportation must have already allowed the concession holder to decrease its projected capital improvements under its master development program as a result of the decline in passenger traffic volume. There can be no assurance that any request on these grounds would be approved.

• Increase in concession tax under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved.

• Failure to make required investments or improvements. The Ministry of Communications and Transportation annually reviews each concession holder’s compliance with its master development program (including the provision of services and the making of capital investments). If a concession holder fails to satisfy any of the investment commitments contained in its master development program, the Ministry of Communications and Transportation is entitled to decrease the concession holder’s maximum rates and assess penalties.

• Excess revenues. In the event that revenues subject to price regulation per workload unit in any year exceed the applicable maximum rate, the maximum rate for the following year will be decreased to compensate airport users for overpayment in the previous year. Under these circumstances, the Ministry of Communications and Transportation is also entitled to assess penalties against the concession holder.

Ownership Commitments and Restrictions

The concessions require us to retain a 51% direct ownership interest in each of our 12 concession holders throughout the term of these concessions. Any acquisition by us or by one of our concession holders of any additional airport concessions or of a beneficial interest of 30% or more of another concession holder requires the consent of the Mexican Antitrust Commission. In addition, the concessions prohibit us and our concession holders, collectively or individually, from acquiring more than one concession for the operation of an airport along each of Mexico’s southern and northern borders.

Air carriers are prohibited under the Mexican Airport Law from controlling or beneficially owning 5% or more of the shares of a holder of an airport concession. We, and each of our subsidiaries, are similarly restricted from owning 5% or more of the shares of any air carrier.

Foreign governments acting in a sovereign capacity are prohibited from owning any direct or indirect equity interest in a holder of an airport concession.

Reporting, Information and Consent Requirements

Concession holders and third parties providing services at airports are required to provide the Ministry of Communications and Transportation access to all airport facilities and information relating to an airport’s construction, operation, maintenance and development. Each concession holder is obligated

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to maintain statistical records of operations and air traffic movements in its airport and to provide the Ministry of Communications and Transportation with any information that it may request. Each concession holder is also required to publish its annual audited consolidated financial statements in a principal Mexican newspaper within the first four months of each year.

The Mexican Airport Law provides that any person or group directly or indirectly acquiring control of a concession holder is required to obtain the consent of the Ministry of Communications and Transportation for such control acquisition. For purposes of this requirement, control is deemed to be acquired in the following circumstances:

• if a person acquires 35% or more of the shares of a concession holder;

• if a person has the ability to control the outcome of meetings of the shareholders of a concession holder;

• if a person has the ability to appoint a majority of the members of the board of directors of a concession holder; and

• if a person by any other means acquires control of an airport.

Pursuant to the regulations under the Mexican Airport Law, any company acquiring control of a concession holder is deemed to be jointly and severally liable with the concession holder for the performance of the terms and conditions of the concession.

The Ministry of Communications and Transportation is required to be notified upon any change in a concession holder’s chief executive officer, board of directors or management. A concession holder is also required to notify the Ministry of Communications and Transportation at least 90 days prior to the adoption of any amendment to its bylaws concerning the dissolution, corporate purpose, merger, transformation or spin-off of the concession holder.

Penalties and Termination and Revocation of Concessions and Concession Assets

Termination of Concessions

Under the Mexican Airport Law and the terms of the concessions, a concession may be terminated upon any of the following events:

• the expiration of its term;

• its surrender by the concession holder;

• the revocation of the concession by the Ministry of Communications and Transportation;

• the reversion (rescate) of the Mexican government-owned assets that are the subject of the concession (principally real estate, improvements and other infrastructure);

• the inability to achieve the purpose of the concession, except in the event of force majeure;

• the dissolution, liquidation or bankruptcy of the concession holder; or

• the failure by the concession holder to satisfy the shareholding obligations set forth in the concession.

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Following a concession’s termination, the concession holder remains liable for the performance of its obligations during the term of the concession.

Revocation of Concessions

A concession may be revoked by the Ministry of Communications and Transportation under certain conditions, including:

• the failure by a concession holder to operate, maintain and develop an airport pursuant to the terms established in the concession;

• the failure by a concession holder to maintain insurance as required under the Mexican Airport Law;

• the assignment, encumbrance, transfer or sale of a concession, any of the rights thereunder or the assets underlying the concession in violation of the Mexican Airport Law;

• any alteration of the nature or condition of an airport’s facilities without the authorization of the Ministry of Communications and Transportation;

• use, with a concession holder’s consent or without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil Aviation Law, that has not been authorized by the Mexican Air Traffic Control Authority, or that is involved in the commission of a felony;

• knowingly appointing a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws;

• the failure by the concession holder to pay the Mexican government the airport concession tax;

• failure to own at least 51% of the capital stock of subsidiary concession holders;

• violation of the safety regulations established in the Mexican Airport Law and other applicable laws;

• total or partial interruption of the operation of an airport or its airport or complementary services without justified cause;

• the failure to maintain an airport’s facilities;

• the provision of unauthorized services;

• the failure to indemnify a third party for damages caused by the provision of services by the concession holder or a third-party service provider;

• charging prices higher than those registered with the Ministry of Communications and Transportation for regulated services or exceeding the applicable maximum rate;

• any act or omission that impedes the ability of other service providers or authorities to carry out their functions within an airport; or

• any other failure to comply with the Mexican Airport Law, its regulations and the terms of a concession.

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The Ministry of Communications and Transportation is entitled to revoke a concession without prior notice as a result of the first six events described above. In the case of other violations, a concession may be revoked as a result of a violation only if sanctions have been imposed at least three times with respect to the same violation.

Pursuant to the terms of our concessions, in the event the Ministry of Communications and Transportation revokes one of our concessions, it is entitled to revoke all of our concessions.

According to the Mexican National Assets Law, the surface area of our airports and improvements on such space are government-owned assets. A concession concerning government-owned assets may be “rescued,” or revert to the Mexican government prior to the concession’s expiration, when considered necessary for the public interest. In exchange, the Mexican government is required to pay compensation as determined by expert appraisers. Following a declaration of reversion (rescate), the assets that were subject to the concession are automatically returned to the Mexican government.

In the event of war, public disturbances or threats to national security, the Mexican government may assume the operation (requisa) of any airport, airport and complementary services as well as any other airport assets. Such government action may exist only during the duration of the emergency. Except in the case of war, the Mexican federal government is required to compensate all affected parties for any damages or losses suffered as a result of such government action. If the Mexican government and a concession holder cannot agree as to the appropriate amount of damages or losses, the amount of damages must be determined by experts jointly appointed by both parties and the amount of losses must be determined based on the average net income of the concession holder during the previous year.

The Mexican Airport Law provides that a sanction of up to 200,000 times the minimum daily wage in Mexico City may be assessed for a failure to comply with the law or terms of a concession. Such sanction may be duplicated in the event of reiterative failures to comply. As a result, the maximum penalty on January 1, 2012 was Ps. 12.5 million (U.S.$ 0.9 million) for an individual failure to comply.

Consequences of Termination or Revocation of a Concession

Upon termination, whether as a result of expiration or revocation, the real estate and fixtures that were the subject of the concession automatically revert to the Mexican government. In addition, upon termination, the Mexican federal government has a preemptive right to acquire all other assets used by the concession holder to provide services under the concession at prices determined by expert appraisers appointed by the Ministry of Communications and Transportation. Alternatively, the Mexican government may elect to lease these assets for up to five years at fair market rates as determined by expert appraisers appointed by the Mexican government and the concession holder. In the event of a discrepancy between appraisals, a third expert appraiser must be jointly appointed by the Mexican government and the concession holder. If the concession holder does not appoint an expert appraiser, or if such appraiser fails to determine a price, the determination of the appraiser appointed by the Mexican government will be conclusive. If the Mexican government chooses to lease the assets, it may thereafter purchase the assets at their fair market value, as determined by an expert appraiser appointed by the Mexican government.

The Mexican Communications Law, however, provides that upon expiration, termination or revocation of a concession, all assets necessary to operate the airports will revert to the Mexican government, at no cost, and free of any liens or other encumbrances. There is substantial doubt as to whether the provisions of our concessions would prevail over those of the Mexican Communications Law. Accordingly, there can be no assurance that upon expiration or termination of our concessions the assets

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used by our subsidiary concession holders to provide services at our airports will not revert to the Mexican government, free of charge, together with government-owned assets and improvements permanently attached thereto.

Grants of New Concessions

The Mexican government may grant new concessions to manage, operate, develop and construct airports. Such concessions may be granted through a public bidding process in which bidders must demonstrate their technical, legal, managerial and financial capabilities. The Federal Competition Commission has the power, under certain circumstances, to prohibit a party from bidding and to cancel an award after the process has concluded. In addition, the government may grant concessions without a public bidding process to the following entities:

• any person who holds a permit to operate a civil aerodrome and intends to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous five years and (iii) the permit holder complies with all requirements of the concession;

• a current concession holder when necessary to meet increased demand so long as (i) a new airport is necessary to increase existing capacity, (ii) the operation of both airports by a single concession holder is more efficient than other options, and (iii) the concession holder complies with all requirements of the concession;

• a current concession holder when it is in the public interest for its 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 Regulation

Our operations are subject to Mexican federal, state and municipal laws and regulations relating to the protection of the environment. The major federal environmental laws applicable to our operations are: (i) the General Law of Ecological Balance and Environmental Protection (Ley General de Equilibrio Ecológico y Protección Ambiental, or the General Environmental Law) and its regulations, which are administered by the Ministry of the Environment and Natural Resources (Secretaría de Medio Ambiente y Recursos Naturales) and enforced by the Ministry’s enforcement branch, the Federal Office for the Protection of the Environment (Procuraduría Federal de Protección al Ambiente); (ii) the General Law for the Prevention and Integral Management of Waste (Ley General para la Prevención y Gestión Integral de los Residuos, or the Law on Waste), which is also administered by the Ministry of the Environment and Natural Resources and enforced by the Federal Office for the Protection of the Environment; and (iii) the National Waters Law (Ley de Aguas Nacionales) and its regulations, which are administered and enforced by the National Waters Commission (Comisión Nacional del Agua), also a branch of the Ministry of the Environment and Natural Resources.

Under the General Environmental Law, regulations have been enacted concerning air pollution, environmental impact, land use, soil contamination, noise control, hazardous waste, environmental audits and natural protected areas. The General Environmental Law also regulates, among other things, vibrations, thermal energy and visual pollution, although the Mexican government has not yet issued enforceable regulation on the majority of these matters. The General Environmental Law also provides

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that companies that contaminate soils are responsible for their clean-up. Further, according to the Law on Waste, owners and/or possessors of property with soil contamination are jointly and severally liable for the remediation of such contaminated sites, irrespective of any recourse or other actions such owners and/or possessors may have against the contaminating party, and aside from the criminal or administrative liability to which the contaminating party may be subject. Restrictions on the transfer of contaminated sites also exist. The Law on Waste also regulates the generation, handling and final disposal of hazardous waste.

Pursuant to the National Waters Law, companies that discharge waste waters into national water bodies must comply with, among other requirements, maximum permissible contaminant levels in order to preserve water quality. Periodic reports on water quality must be provided to competent authorities. Liability may result from the contamination of underground waters or recipient water bodies. The use of underground waters is subject to restrictions pursuant to our concessions and the National Waters Commission.

In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the environmental laws described above, establish limits on air emissions, waste water discharges, the generation, handling and disposal of hazardous waste and noise control, among other matters. As of December 31, 2011, Mexican Official Norms on soil contamination and waste management were still being developed. Although not enforceable, the internal administrative criteria on soil contamination of the Federal Office for the Protection of the Environment are widely used as guidance in cases where soil remediation, restoration or clean-up is required.

The Federal Office for the Protection of the Environment can bring administrative, civil and criminal proceedings against companies that violate environmental laws, and it also has the power to close non-complying facilities and impose a variety of sanctions. Companies in Mexico are required to obtain proper authorizations, licenses, concessions or permits from competent environmental authorities for the performance of activities that may have an impact on the environment or that may constitute a source of contamination. Companies in Mexico are also required to comply with a variety of reporting obligations that include, among others, providing the Ministry of the Environment and Natural Resources, the Federal Office for the Protection of the Environment and the National Waters Commission, as applicable, with periodic reports regarding compliance with various environmental laws.

Prior to the opening of Mexico’s airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits had to be performed at each of our airports. Based on the results of these audits, the Federal Office for the Protection of the Environment issued recommendations for improvements and corrective actions to be taken at each of our airports. In connection with the transfer of the management of our airports from our predecessor, we entered into environmental compliance agreements with the Federal Office for the Protection of the Environment on January 1, 1999 and July 12, 2000 pursuant to which we agreed to comply with a specific action plan and adopt specific actions within a determined time frame.

The Federal Office for the Protection of the Environment has confirmed that we have complied with all of the relevant environmental requirements derived from the aforementioned environmental audits and has issued compliance certificates for all of our airports. These certificates, which are known as Environmental Quality Certificates (Certificados de Calidad Ambiental) certify compliance with applicable Mexican environmental laws, regulations and applicable Mexican Official Norms and must be renewed periodically.

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As of December 2010, our environmental management system had been implemented at our Aguascalientes, Guanajuato, La Paz and Morelia airports under ISO 14001:2004. During 2011, Hermosillo and Los Mochis airports were also certified. With these certifications, we now have 6 airports operating under our environmental management system.

Liability for Environmental Noncompliance

The legal framework of environmental liability applicable to our operations is generally outlined above. Under the terms of our concessions, the Mexican government has agreed to indemnify us for any environmental liabilities arising prior to November 1, 1998 and for any failure by the Mexican Airport and Auxiliary Services Agency prior to November 1, 1998 to comply with applicable environmental laws and with its agreements with Mexican environmental authorities. Although there can be no assurance, we believe that we are entitled to indemnification for any liabilities related to the actions our predecessor was required to perform or refrain from performing under applicable environmental laws and under its agreements with environmental authorities. For further information regarding these liabilities, see Note 21.c to our audited consolidated financial statements.

The level of environmental regulation in Mexico has significantly increased in recent years, and the enforcement of environmental laws is becoming substantially more stringent. We expect this trend to continue and expect additional norms to be imposed by the North American Agreement on Environmental Cooperation entered into by Canada, the United States and Mexico in the context of the North American Free Trade Agreement, as well as by other international treaties on environmental matters. We do not expect that compliance with Mexican federal, state or municipal environmental laws currently in effect will have a material adverse effect on our financial condition or results of operations. However, there can be no assurance that environmental regulations or the enforcement thereof will not change in a manner that could have a material adverse effect on our business, results of operations, prospects or financial condition.

Report of the Federal Competition Commission on Mexico’s Airports

On October 1, 2007, the Chairman of Federal Competition Commission (Comisión Federal de Competencia, or the Competition Commission) released an independent report on the competitiveness of Mexico’s airports relative to each other and to international airports. The report alleged that, between 2001 and 2007, operating income (expressed as a percentage of total revenues) of Mexican airports was relatively high when compared with a sample of fifty international airports. In addition, the report suggested that aeronautical services charges at Mexican airports were more expensive than at most of the fifty comparison airports. The report also claimed that operating income at Mexican airports had increased principally as a result of increased passenger traffic, rather than increases in operating efficiency. To that end, the Competition Commission Chairman’s report made the following recommendations as ways to increase efficiency at Mexican airports:

• make economic efficiency a basis of tariff regulation for new concessions;

• include commercial services income as one of the factors in determining tariffs for new concessions;

• strengthen the independence of the regulatory agency, and increase the transparency of airport regulation;

• promote greater efficiency in scheduling at saturated airports;

• promote greater competition between airports;

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• eliminate the Mexican Airport and Auxiliary Services Agency’s, or ASA, role as exclusive fuel service provider;

• eliminate barriers to entry for taxi providers at airports; and

• be mindful of vertical integration among airports and airlines.

The Ministry of Communications and Transportation issued a response to the Competition Commission Chairman’s report that noted, among other matters, that according to its own calculations, Mexico’s airport charges were lower than 36 of the 50 international airports against which they were compared. We also issued a joint press release along with the other two Mexican airport groups, Grupo Aeroportuario del Sureste and Grupo Aeroportuario del Centro Norte, questioning the calculations and the comparisons drawn in the Competition Commission Chairman’s report and stating that we are committed to participating in a comprehensive review of the report in order to demonstrate our commitment to the efficient development of the airport sector. In addition, initiatives in the past have been introduced in the Mexican Congress to make certain reforms to the Mexican Airport Law that, if enacted, could have a material adverse effect on us. For instance, on February 26, 2009, a legislative initiative was filed with the Chamber of Representatives (Cámara de Diputados) of the Mexican Congress. This initiative sought to reform a substantial part of the current Mexican Airport Law. On March 25, 2010, the Transportation and Communications Commission of Congress released a negative opinion letter on this initiative, and on April 20, 2010 Congress officially rejected the initiative.

On December 14, 2011, a bill was introduced in Mexico’s Congress to amend the Mexican Airport Law. As of the date of this report, the amendments to the Airport Law have not been approved. Among other items, the bill proposes that the Ministry of Communications and Transportation will gain additional authority to plan and apply the standards, policies and programs for the Mexican airport system, to oversee the correct operation of civil aviation in Mexico, and to establish rules for airport service providers and the general basis for flight schedules, so as to guarantee the competitiveness of Mexico’s airports. We cannot predict whether the bill will be approved or, if approved, the impact it would have on us.

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ORGANIZATIONAL STRUCTURE

The following table sets forth our subsidiaries as of December 31, 2011.

Name of Company	Jurisdiction of Organization	Percentage Owned  (1)			Description
Aeropuerto de Guadalajara, S.A. de C.V.	Mexico		100	%	Holds concession for Guadalajara International Airport
Aeropuerto de Tijuana, S.A. de C.V.	Mexico		100	%	Holds concession for Tijuana International Airport
Aeropuerto de Puerto Vallarta, S.A. de C.V.	Mexico		100	%	Holds concession for Puerto Vallarta International Airport
Aeropuerto de San José del Cabo, S.A. de C.V.	Mexico		100	%	Holds concession for Los Cabos International Airport
Aeropuerto de Hermosillo, S.A. de C.V.	Mexico		100	%	Holds concession for Hermosillo International Airport
Aeropuerto del Bajío, S.A. de C.V.	Mexico		100	%	Holds concession for Guanajuato International Airport
Aeropuerto de Morelia, S.A. de C.V.	Mexico		100	%	Holds concession for Morelia International Airport
Aeropuerto de La Paz, S.A. de C.V.	Mexico		100	%	Holds concession for La Paz International Airport
Aeropuerto de Aguascalientes, S.A. de C.V.	Mexico		100	%	Holds concession for Aguascalientes International Airport
Aeropuerto de Mexicali, S.A. de C.V.	Mexico		100	%	Holds concession for Mexicali International Airport
Aeropuerto de Los Mochis, S.A. de C.V.	Mexico		100	%	Holds concession for Los Mochis International Airport
Aeropuerto de Manzanillo, S.A. de C.V.	Mexico		100	%	Holds concession for Manzanillo International Airport
Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.	Mexico		100	%	Provider of administrative services to our other subsidiaries
Corporativo de Servicios Aeroportuarios, S.A. de C.V.	Mexico		100	%	Provider of operational services to our other subsidiaries
Puerta Cero Parking, S.A. de C.V.	Mexico		100	%	Provider of car parking administration services to our other subsidiaries
GA del Pacífico Partipacoes do Brasil LTDA	Brazil		100	%	Holding company for other acquisitions (incorporated in 2010; not operational through the date of this filing)

(1) Grupo Aeroportuario del Pacífico, S.A.B. de C.V. directly holds 99.99% of the shares in each of our subsidiaries. The remaining shares of Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. are held by Aeropuerto de Guadalajara, S.A. de C.V., while the remaining shares of our other subsidiaries are held by Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. As a result, Grupo Aeroportuario del Pacífico, S.A.B. de C.V. directly or indirectly holds 100% of the shares of each of our subsidiaries.

PROPERTY, PLANT AND EQUIPMENT

Pursuant to the Mexican National Assets Law (Ley General de Bienes Nacionales), all real estate and fixtures in our airports are owned by the Mexican government. Each of our concessions is scheduled to terminate in 2048, although each concession may be extended one or more times for up to an aggregate of an additional 50 years. The option to extend a concession is subject to our acceptance of any changes to such concession that may be imposed by the Ministry of Communications and Transportation and our compliance with the terms of our current concessions. Upon expiration of our concessions, these assets automatically revert to the Mexican government, including improvements we may have made during the terms of the concessions, free and clear of any liens and/or encumbrances, and we will be required to indemnify the Mexican government for damages to these assets, except for those caused by normal wear and tear.

Our corporate headquarters are located in Guadalajara, Jalisco. We lease the office space for our corporate headquarters, located on the fifth and sixth floors of Torre Pacífico, from Guadalajara World Trade Center. In addition to our corporate offices in Guadalajara, we also lease office space in Colonia Los Morales, in Mexico City from Racine, S.A. de C.V.

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events. We also maintain general liability insurance, but do not maintain business interruption insurance. Among other insurance policies, we carry a Ps. 500 million insurance policy covering damages to our property and a U.S.$ 150 million policy covering personal and property damages to third parties, in each case applicable only to damages resulting from certain terrorist acts. We also carry a general Ps. 2.25 billion insurance policy covering damage to our assets and infrastructure and a U.S.$ 500 million insurance policy covering personal and property damages to third parties.

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Item 4A. Unresolved Staff Comments

None.

Item 5. Operating and Financial Review and Prospects

The following discussion should be read in conjunction with, and is entirely qualified by reference to, our consolidated financial statements and the notes to those financial statements, which are included elsewhere in this annual report. It does not include all of the information included in our consolidated financial statements. You should read our consolidated financial statements to gain a better understanding of our business and our historical results of operations.

Our consolidated financial statements were prepared in accordance with MFRS, which differs in certain significant respects from accounting principles generally accepted in the United States of America, or U.S. GAAP. Note 29 to our consolidated financial statements provides a description of the principal differences between MFRS and U.S. GAAP as they relate to us. Also see “– Principal Differences Between MFRS and U.S. GAAP.”

Overview

We operate 12 airports in the Pacific and Central regions of Mexico pursuant to concessions granted by the Mexican government. The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. For example, in 2009, 2010 and 2011, approximately 77.7%, 67.6% and 62.3% respectively, of our total revenues were derived from aeronautical services (in 2010 and 2011, aeronautical services represented 79.6% and 78.9% respectively, of the sum of our aeronautical and non-aeronautical revenues). Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volumes at our airports. Our revenues from aeronautical services are also affected by the maximum rates we are allowed to charge under the price regulation system established by the Ministry of Communications and Transportation. The system of price regulation that applies to our aeronautical revenues allows us to charge up to a maximum rate for each unit of traffic volume (which is measured in workload units) at each airport. Thus, increases in aeronautical services, such as passenger and cargo volume, and therefore the number of workload units that we handle, generate greater revenues.

We also derive revenue from non-aeronautical activities, principally related to the commercial services offered at our airports, such as the leasing of space to restaurants, retailers and service providers. Revenues from non-aeronautical activities are not subject to the system of price regulation established by the Ministry of Communications and Transportation. Thus, our non-aeronautical revenues are primarily affected by the passenger volume at our airports and the mix of commercial services offered at our airports, the contracts that we have with the providers of those commercial services and our ability to increase the rates we charge to those service providers. While we expect that aeronautical revenues will continue to represent a majority of our future aeronautical and non-aeronautical revenues, growth of our revenues from commercial activities generally has exceeded, and we expect will continue to exceed, the growth rate of our aeronautical revenues. As a result, in recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Guanajuato, Tijuana, Manzanillo, Morelia and La Paz international airports. Similarly, we intend to redesign and expand the space available to commercial activities in our other airports’ terminals. We also expect to continue renegotiating agreements with terminal tenants to be more consistent with market practices and to recover the rights to non-aeronautical businesses at our airports previously or currently operated by third parties and developing new sources of non-aeronautical revenues through the direct operation of certain businesses such as our VIP lounges. Also see “Item 4, Business Overview – Our Sources of Revenues – Non-aeronautical Services – Recent Expansion and Development of Commercial Areas.”

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Traffic at our airports has been adversely affected by increased levels of competition as a result of the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Acapulco and Cancun, or elsewhere, such as Hawaii, Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America. In addition, we expect increased competition as a result of the government granting new concessions or amending existing permits for other airports that may compete with our airports. See “Item 3, Risk Factors – Risks Related to Our Operations – Competition from other tourist destinations could adversely affect our business” and “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – The Mexican government could grant new concessions that compete with our airports” for more information.

Recent Developments

Parent company of American Airlines files for Chapter 11 reorganization

On November 29, 2011, AMR Corporation (“AMR”), parent of American Airlines Inc. (“American”) and AMR Eagle Holding Company (“American Eagle), filed voluntary petitions for Chapter 11 reorganization in a U.S. Bankruptcy Court. The Chapter 11 process permits American and American Eagle to continue operating flights normally during the reorganization. To date, AMR Corporation, through its two subsidiaries American and American Eagle, operates at 6 of our 12 airports, (Aguascalientes, Guanajuato, Guadalajara, Morelia, Puerto Vallarta and Los Cabos). From January to December 2011, AMR Corporation, through its subsidiaries, transported 849,442 total passengers at our airports, which represents 4.3% of our passenger traffic in 2011.

Mexicana Operations Suspended

On August 2, 2010, Mexicana announced that it was filing for bankruptcy, and on August 28, 2010, Grupo Mexicana (including Mexicana and low-cost carriers Mexicana Click and Mexicana Link) suspended all operations due to financial troubles in the wake of its bankruptcy filings. Prior to Mexicana’s bankruptcy filing, Grupo Mexicana was our third largest airline client, accounting for 18.3% of passenger traffic and 12.8% of revenues through July 31, 2010. Since Grupo Mexicana ceased operations, approximately 60.4% of the available seats that it flew have been taken over by other airlines, and passenger traffic levels at our airports have increased. We are an unsecured creditor of Grupo Mexicana in the bankruptcy process (concurso mercantil) with a claim of Ps. 49.9 million in respect of accrued and unpaid passenger and airport facility usage fees as of the date it ceased operations. We have recorded an allowance for doubtful accounts of Ps. 53.0 million in respect of this claim as of December 31, 2010 and Ps. 11.3 million during 2011. See “Item 3. Risk Factors – Risks Related to our Operations – The loss of one or more of our key customers could result in the loss of a significant amount of our revenues.” As of the date of this report, Mexicana has announced that it was considering capitalization proposals from several parties.

Economic Downturn and Recovery

The U.S. and Mexican economies are currently recovering from a recession. In the third and fourth quarters of 2008, according to the U.S. Bureau of Economic Analysis, the U.S. gross domestic product decreased at annualized rates of 0.5% and 6.2%, respectively. In 2009, the U.S. gross domestic product continued to decline at an annualized rate of 2.4%. In 2010, however, the U.S. economy began to recover, with gross domestic product increasing at an annualized rate of 2.9%. In 2011, the U.S. economy grew at an annualized rate of 1.7%. Likewise, according to the INEGI, Mexico’s gross domestic product decreased 6.5% in 2009. In 2010, the Mexican economy also began recovering and grew 6.2%.

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In 2011, the Mexican economy grew of an annualized rate of 3.9%. The air travel industry and, as a consequence, our results of operations, are substantially influenced by economic conditions in Mexico and the United States. In 2009, 2010 and 2011, approximately 87.7%, 91.0% and 88.5%, respectively of the international passengers in our airports arrived or departed on flights originating in or departing to the United States. Similarly, in 2009, 2010 and 2011, approximately 65.7%, 65.4% and 64.6% of our passengers traveled on domestic flights, and approximately 34.4%, 31.0% and 28.5% respectively, of our total revenues in those years were derived from domestic passenger charges (in 2010 and 2011, 36.5% and 36.0%, respectively, of the sum of aeronautical and non-aeronautical revenues were derived from domestic passenger charges).

Riviera Maya Airport Bidding Process

The Mexican government, acting through the Ministry of Communications and Transportation is carrying out a public bidding process to award the concession for the construction, operation and management of an international airport in the Riviera Mayan in the state of Quintana Roo. This airport would be located in Tulum, approximately 101 kilometers from Cancun. The bidding process for the concession’s airport was announced on May 11, 2010. The Mexican government began receiving proposals in April 2011. On April 25, 2011, the Company filed its proposal, in a consortium formed with Grupo México, S.A.B. de C.V., to participate in the bid for the Riviera Maya airport project. On May 20, 2011, the Ministry of Communications and transportation released an announcement saying that all proposals for this concession were found deficient and voided, including ours. Consequently, the international public bidding process for the construction, administration and operation of the airport located in the municipality of Tulum was declared deserted or void. As of the date of this report the Ministry of Communications and Transportation has not announced any future plans with respect to the Riviera Maya airport project.

Fluctuation in the Peso

International passengers and international flights pay tariffs denominated in U.S. dollars. However, these tariffs are generally invoiced and collected in Mexican pesos. Because such tariffs are invoiced taking into account the average of the exchange rate for the 30 days prior to the date of a flight, a significant depreciation of the peso during the final two months of any year could result in our exceeding our maximum rates, which would be a violation of our concession. If a significant depreciation in the peso occurred, we could be required to issue rebates to airline customers to avoid exceeding our maximum rates. On the other hand, a significant appreciation in the peso could result in us invoicing substantially less than our maximum rate per work load unit. We do not have any means of recovering lost revenue if we charge less than the maximum rate as a result of a significant appreciation in the peso. We attempt to set our dollar-denominated tariffs so as to avoid exceeding our maximum rates while attempting to charge as close to the maximum rate as possible. Since the beginning of our concessions, fluctuations in the peso have not caused us to exceed our maximum rates or required us to issue rebates to avoid exceeding our maximum rates.

As long as we are able to ensure that our revenues do not exceed our maximum rates as discussed above, the depreciation in the peso has a positive effect on our revenues from a commercial and aeronautical operations perspective while appreciation in the peso has a negative effect. Tariffs on international passengers and international flights and some of our contracts with commercial services providers are denominated in U.S. dollars, but only in the case of charges for international passengers and international flights are charges invoiced and collected in Mexican pesos. Therefore, depreciation in the peso against the dollar results in us collecting more pesos than before the depreciation, whereas appreciation of the peso results in us collecting fewer pesos, which may result in lower commercial revenues in the future, especially if the appreciation continues unabated or surpasses historic levels of appreciation. In addition, although most of our operating costs are denominated in pesos, we cannot predict whether our cost of services will increase as a result of the depreciation of the peso or as a result of other factors.

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From September 30, 2008 to March 31, 2009, the peso depreciated by approximately 29.4%, from 10.98 pesos per U.S. dollar to 14.21 pesos per U.S. dollar. Between March 31, 2009 and December 31, 2009, the peso fluctuated between Ps. 13.00 and Ps. 14.00 per U.S. dollar, and then began to appreciate. From December 31, 2009 to December 30, 2010 the peso appreciated by approximately 5.4%, from 13.06 pesos per U.S. dollar on December 31, 2009 to 12.38 pesos per U.S. dollar on December 30, 2010. The peso then continued appreciating until reaching Ps. 11.87 per U.S. dollar on June 10, 2011, but since then, the peso has depreciated to 13.95 pesos per U.S. dollar on December 30, 2011. On March 20, 2012, the exchange rate for pesos was Ps. 12.70 per U.S. $1.00.

Adoption of IFRS

Beginning in 2012, Mexican issuers with securities listed on the Mexican securities exchange will be required to prepare financial statements for periods beginning after January 1, 2012 in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the International Accounting Standards Board (“IASB”).

The U.S. Securities and Exchange Commission permits foreign private issuers to prepare their financial statements in accordance with IFRS without having to provide a reconciliation to U.S. GAAP.

The consolidated financial statements for the year ending December 31, 2012 to be issued by us will be its first annual financial statements that comply with IFRS. The transition date is January 1, 2011 and, therefore, the year ended December 31, 2011 will be the comparative period established by IFRS 1, First-Time Adoption of International Financial Reporting Standards. According to IFRS 1, we will apply the relevant mandatory exceptions and certain optional exemptions to the retroactive application of IFRS, as well as, the required additional disclosures.

Based on a conceptual analysis of the differences between MFRS and IFRS as they apply to us, as of January 1, 2011, we believe the most significant effects will be the elimination of inflation in our improvements to concession assets, airport concessions, rights to use airport facilities, other acquired rights and other intangible assets, common stock and legal reserve; including other less significant impacts. Additionally, our deferred income taxes will be impacted as a result of such effects. For a more comprehensive disclosure, which includes management’s estimate of the corresponding amounts, please see Note 28 to our audited consolidated financial statements.

Passenger and Cargo Volumes

The majority of the passenger traffic volume in our airports is made up of domestic passengers. In 2011, approximately 64.6% of the terminal passengers using our airports were domestic. The total number of domestic terminal passengers for 2011 decreased 1.2% as compared to 2010. In addition, of the international passengers traveling through our airports, a majority have historically traveled on flights originating in or departing to the United States. Accordingly, our results of operations are influenced strongly by changes to Mexican economic conditions and to a lesser extent influenced by U.S. economic and other conditions, particularly trends and events affecting leisure travel and consumer spending. Many factors affecting our passenger traffic volume and the mix of passenger traffic in our airports are beyond our control.

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The following table sets forth certain operating and financial data relating to certain of our revenues and passenger and cargo volumes for the years indicated.

	Year ended December 31,
	2009			2010			2011
Change in Mexican gross domestic product(1)		(6.5	)%		6.2	%		3.9	%
Change in Mexican Consumer Price Index(2)		3.6	%		4.4	%		3.8	%
Domestic terminal passengers(6)		12,678.4			13,220.5			13,055.4
International terminal passengers(6)		6,608.1			7,002.6			7,152.2
Total terminal passengers(6)		19,286.5			20,223.2			20,207.6
Cargo units(3)		1,262.8			1,604.8			1,568.2
Total workload units(3)		20,549.3			21,827.9			21,775.8
Change in total terminal passengers(4)		(13.3	)%		4.9	%		(0.1	)%
Change in workload units(4)		(13.3	)%		6.2	%		(0.2	)%
Aeronautical revenues(5)	Ps.	2,537.3		Ps.	2,957.8		Ps.	3,077.9
Change in aeronautical revenues(4)		(8.1	)%		16.6	%		4.1	%
Aeronautical revenues per workload unit	Ps.	123.5		Ps.	135.5		Ps.	141.3
Change in aeronautical revenues per workload unit(4)		6.0	%		9.7	%		4.3	%
Non-aeronautical revenues(5)	Ps.	729.0		Ps.	758.8		Ps.	824.6
Change in non-aeronautical revenues(4)		0.1	%		4.1	%		8.7	%
Non-aeronautical revenues per terminal passenger	Ps.	37.8		Ps.	37.5		Ps.	40.8
Change in non-aeronautical revenues per terminal passenger (4)		15.6	%		(0.8	)%		8.8	%

(1) In real terms, as reported by the Mexican National Institute of Statistics.

(2) As reported by the Mexican Central Bank.

(3) In thousands. One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo. Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or one cargo unit.

(4) In each case, as compared to the previous period.

(5) In millions of pesos.

(6) In thousands.

In 2011, we had 20.2 million terminal passengers (13.0 million domestic and 7.2 million international), of which 151.4 thousand were on general aviation flights, and an additional 223.0 thousand were transit passengers. Approximately 21.9% of our transit passengers were handled at the Guadalajara International Airport.

Classification of Revenues

Beginning in January 2010 with the adoption of INIF 17 on a prospective basis, for financial reporting purposes, we added another revenue category and now classify our revenues into three categories: revenues from aeronautical services, revenues from non-aeronautical services and revenues from improvements to concession assets. Historically, a majority of our revenues have been derived from aeronautical services; however, with the inclusion of revenues from improvements to concession assets, revenues from aeronautical services and from non-aeronautical services will account for a smaller percentage of total revenues. For example, in 2009, 77.7% of our total revenues were derived from aeronautical services, but in 2010 and 2011, with the inclusion of revenues from improvements to concession assets, aeronautical revenues represented 67.6% and 62.3%, respectively, of total revenues. In 2009, 22.3% of our total revenues were derived from non-aeronautical services, but in 2010 and 2011, with the inclusion of revenues from improvements to concession assets, non-aeronautical revenues represented 17.3% and 16.7%, respectively, of total revenues. Aeronautical revenues and non-aeronautical revenues, however, represented 79.6% and 20.4% respectively, of the sum of aeronautical and non-aeronautical revenues in 2010 and 78.9% and 21.1%, respectively, of the sum of aeronautical and non-aeronautical revenues in 2011. In 2010 and 2011, revenues from improvements to concession assets accounted for 15.0% and 21.0%, respectively, of our total revenues.

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Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports, and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space in our airports to airlines (other than first class/VIP lounges and other similar non-essential activities) and complementary services (i.e., fees from handling and catering providers, permanent ground transportation operators and access fees from fuel providers at our airports).

Our revenues from non-aeronautical services are not subject to price regulation under our maximum rates and generally include revenues earned from car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores, providing commercial services at our airports (such as car rental agencies, food and beverage providers and retail and duty-free store operators), as well as advertising and fees collected from other miscellaneous sources, such as vending machines and time-share companies.

Our revenues from improvements to concession assets represent the fair value of the additions and upgrades to the concession that we undertake in accordance with our Master Development Programs. In exchange for making those additions and upgrades, the Government grants us the right to obtain benefits for services provided using those assets. This represents an exchange of dissimilar goods or services rather than an actual cash exchange since we receive an intangible asset for the construction services we provide. Through a bidding process, we hire third parties to make the additions and upgrades. The amount of revenues for these services is equal to the costs of making the additions and upgrades since those values represent the fair value of the goods or services received as there is no profit margin stemming from these construction services. Although these revenues do not generate actual cash inflows, financial reporting standards require that they be recorded given that revenue generation is inherent in an exchange of dissimilar services, similar to a barter transaction.

For a detailed description of the components of our revenue categories, see “Item 4, Information on the Company – Business Overview – Our Sources of Revenues.”

Aeronautical Revenues

The system of price regulation applicable to our aeronautical revenues establishes a maximum rate in pesos for each airport for each year in a five-year period, which is the maximum annual amount of revenues per workload unit that we may earn at that airport from aeronautical services. As of December 31, 2009, the Ministry of Communications and Transportation had determined the maximum rates for our airports for each year through December 31, 2014. Our aeronautical revenues are determined largely by the number of workload units at each of our airports, which is primarily driven by passenger traffic levels, multiplied by the value of the maximum tariffs approved by the Ministry of Communication and Transportation. In addition, aeronautical revenues differ among our airports to the extent passenger traffic levels differ among these airports. See “Item 4, Regulatory Framework – Aeronautical Services Regulation” for a description of our maximum rates and the rate-setting procedures for future periods.

Our concessions provide that our maximum rates must be adjusted on an annual basis as determined by the efficiency factor and by changes in inflation. See “Item 4, Regulatory Framework – Aeronautical Revenues Regulation – Methodology for Determining Future Maximum Rates”.

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenues per workload unit each year at each of our airports do not exceed the maximum rate set for such airport for that year. We currently set the specific price for each category of aeronautical services after negotiations with our principal airline customers.

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Aeronautical revenue per workload unit is an indicator that is calculated by dividing total aeronautical revenues by the workload units for a given period. This indicator is affected annually, except for years in which the new maximum tariffs are set, by:

• Adjustment in the maximum rates for the efficiency factor and the Mexican Producer Price Index (Índice Nacional de Precios al Productor, excluding petroleum);

• Increases and decreases in the relative number of workload units at each airport; and

• Changes in total workload units per airport.

From 2006 to 2009 the efficiency factor applied to our maximum tariffs was 0.75%. For 2010 and 2011 the efficiency factor was 0.70% and will remain at this level until December 31, 2014. Our weighted average maximum tariffs, as determined by the Ministry of Communications and Transportation, (prior to inflation adjustments using the Mexican Producer Price Index) decreased by 0.97% in 2009, increased 30.6% in 2010 and decreased 0.88% in 2011. At the same time, the Mexican Producer Price Index, excluding petroleum increased by 2.0%, 4.4% and 7.2% in 2009, 2010 and 2011 respectively. This led to increases in our weighted average maximum tariffs as adjusted by the efficiency factor and the Mexican Producer Price Index, excluding petroleum of 1%, 3% and 6% in 2009, 2010 and 2011 respectively. The total workload units at our airports were 20.5 million, 21.8 million and 21.8 million in 2009, 2010 and 2011 respectively, a decrease of 13.3% in 2009, an increase of 6.2% in 2010 and a decrease of 0.2% in 2011. Accordingly, when calculating aeronautical revenue per workload units, the result will fluctuate depending on the relative changes in the aforementioned factors. During 2009, 2010 and 2011 average aeronautical revenues per workload unit were Ps. 123.5, Ps. 135.5 and Ps. 141.3 respectively, which represented an increase of 9.7% and 4.3% in 2010 and 2011, respectively. The increase in 2010 resulted from increases in both passenger traffic and tariffs. The increase in 2011 resulted mainly from increases in tariffs due to adjustments for inflation.

Historically, we have set our prices for regulated services at our airports as close as possible to the maximum rates allowed in any given year, and we expect to pursue this pricing strategy in the future. However, there can be no assurance that we will be able to collect virtually all of the revenues we are entitled to earn from services subject to price regulation in the future or that we will not be sanctioned in case we exceed our maximum rates. For a discussion of risks relating to our ability to set specific prices, see “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – We provide a public service regulated by the Mexican government and our flexibility in managing our aeronautical activities is limited by the regulatory environment in which we operate” and “Item 3, Risk Factors – Risks Related to the Regulation of Our Business – If we exceed the maximum rate at any airport at the end of any year, we could be subject to sanctions.”

The following table sets forth our revenues from aeronautical services for the years indicated.

Aeronautical Revenues

	Year ended December 31,
	2009					2010					2011
	Amount		Percent			Amount		Percent			Amount		Percent
	(millions of pesos, except percentages and workload unit data)
Aeronautical Revenues:
Passenger charges	Ps.	2,089.7		82.4	%	Ps.	2,454.5		83.0	%	Ps.	2,556.4		83.1	%
Aircraft landing charges		138.3		5.5			152.4		5.2			157.7		5.1
Aircraft parking charges		122.9		4.8			140.4		4.7			144.3		4.7
Airport security charges		35.2		1.4			38.9		1.3			40.9		1.3

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	Year ended December 31,
	2009					2010					2011
	Amount		Percent			Amount		Percent			Amount		Percent
	(millions of pesos, except percentages and workload unit data)
Aeronautical Revenues:
Passenger walkway charges		19.7		0.8			22.5		0.8			24.3		0.8
Leasing of space to airlines		90.7		3.6			98.1		3.3			101.0		3.3
Revenues from complementary service providers(1)		40.8		1.6			50.9		1.7			53.4		1.7
Total Aeronautical Revenues	Ps.	2,537.3		100.0	%	Ps.	2,957.8		100.0	%	Ps.	3,077.9		100.0	%
Other Information:
Total workload units(2)		20.5					21.8					21.8
Total aeronautical revenues per workload unit	Ps.	123.5				Ps.	135.5				Ps.	141.3
Change in aeronautical revenues(3)				(8.1	)%				16.6	%				4.1	%
Change in total aeronautical revenues per workload unit(3)				6.0	%				9.7	%				4.3	%

(1) Revenues from complementary service providers consist of access and other fees charged to third parties providing handling, catering and other services at our airports.

(2) In millions. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

(3) In each case, as compared to the previous year.

Under the relevant agreements with airlines, our specific prices are structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect that this will continue to be the case in any future agreements. In 2009, 2010 and 2011, passenger charges represented 82.4%, 83.0% and 83.1%, respectively, of our aeronautical services revenues and 64.0%, 56.1% and 51.8%, respectively, of our total revenues (in 2010 and 2011, passenger charges represented 66.0% and 65.5%, respectively, of the sum of aeronautical and non-aeronautical revenues).

In prior years, in order to ensure our compliance with the maximum rate at a particular airport when the possibility of exceeding that maximum rate arose, we have taken actions in the latter part of the year, such as reducing our specific prices for aeronautical services and offering discounts or rebates, to ensure our compliance with the applicable maximum rate. In the future, we intend to continue to adjust our rates in the latter part of each year to ensure compliance with our maximum rates.

The following table sets forth the number of passengers paying passenger charges for the years indicated. We earn passenger charges from each departing passenger at our airports, other than transit passengers, diplomats and infants.

Passengers Paying Passenger Charges

	Year ended December 31,
Airport	2009					2010					2011
	Amount		% change			Amount		% change			Amount		% change
	(in thousands, except percentages)
Guadalajara		2,977.3		(10.7	)%		3,224.7		8.3	%		3,384.7		5.0	%
Tijuana		1,612.4		(13.2	)		1,726.6		7.1			1,664.5		(3.6	)
Los Cabos		1,287.9		(12.0	)		1,350.7		4.9			1,386.2		2.6
Puerto Vallarta		1,289.7		(19.9	)		1,329.3		3.1			1,237.0		(6.9	)
Hermosillo		455.9		(6.8	)		455.3		(0.1	)		476.0		4.6
Guanajuato		422.0		(20.8	)		408.1		(3.3	)		408.3		0.1
La Paz		250.4		(1.7	)		268.5		7.2			265.8		(1.0	)
Mexicali		215.2		(9.1	)		211.6		(1.7	)		227.6		7.5
Morelia		211.4		(17.0	)		207.6		(1.8	)		177.5		(14.5	)
Aguascalientes		137.5		(33.5	)		141.9		3.2			158.3		11.6
Los Mochis		93.9		(7.1	)		115.4		22.9			99.0		(14.2	)
Manzanillo		85.0		(19.9	)		76.3		(10.2	)		74.7		(2.1	)
Total		9,038.6		(13.5	)%		9,516.1		5.3	%		9,559.6		0.5	%

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Non-aeronautical Revenues

Non-aeronautical services historically have generated a smaller portion of our total revenues as compared to aeronautical services. Non-aeronautical revenues represented 22.3%, 17.3% and 16.7% of total revenues in 2009, 2010 and 2011, respectively (in 2010 and 2011, non-aeronautical revenues represented 20.4% and 21.1%, respectively, of the sum of aeronautical and non-aeronautical revenues). Non-aeronautical revenues per terminal passenger were Ps. 37.8, Ps. 37.5 and Ps. 40.8 in 2009, 2010 and 2011, respectively. Our revenues from non-aeronautical services are principally derived from commercial activities. None of our revenues from non-aeronautical services are subject to price regulation under our maximum-rate price regulation system.

The majority of our non-aeronautical revenues is derived from commercial activities such as advertising, car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities) and rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as time-share developers, retail stores, food and beverage providers, car rental agencies and duty-free store operators, as well as fees collected from other miscellaneous sources, such as vending machines.

The following table sets forth our revenues from non-aeronautical services for the years indicated.

Non-aeronautical Revenues

	Year ended December 31,
	2009					2010					2011
	Amount		Percent			Amount		Percent			Amount		Percent
	(millions of pesos, except percentages and workload unit data)
Non-aeronautical Services:
Commercial activities:
Car parking charges	Ps.	142.8		19.6	%	Ps.	164.0		21.6	%	Ps.	169.8		20.6	%
Leasing of space(1)		112.7		15.5			112.8		14.9			115.7		14.0
Car rentals		71.6		9.8			72.9		9.6			81.7		9.9
Food and beverage operations		73.0		10.0			71.6		9.4			74.3		9.0
Retail operations		70.1		9.6			76.3		10.1			78.8		9.6
Duty-free operations		62.1		8.5			66.4		8.7			71.2		8.6
Advertising		37.3		5.1			36.1		4.8			54.0		6.6
Communications		9.7		1.3			8.7		1.1			7.6		0.9
Financial services		12.1		1.7			11.3		1.5			13.1		1.6
Time-sharing		88.3		12.1			86.6		11.4			82.4		10.0
Other		27.7		3.8			31.5		4.1			35.3		4.3
Total commercial activities		707.4		97.0			738.1		97.3			784.0		95.1
Recovery of costs(2)		21.6		3.0			20.7		2.7			40.6		4.9
Total Non-aeronautical Revenues	Ps.	729.0		100.0	%	Ps.	758.8		100.0	%	Ps.	824.6		100.0	%
Other Information:
Total terminal passengers(3)		19.3					20.2					20.2
Non-aeronautical revenues per terminal passenger	Ps.	37.8				Ps.	37.5				Ps.	40.8
Change in non-aeronautical revenues per terminal passenger(4)				15.6	%				(0.7	)%				8.8	%
Car parking charges per terminal passenger	Ps.	7.4				Ps.	8.1				Ps.	8.4
Change in car parking charges per terminal passenger(4)				2.0	%				9.5	%				3.7	%

(1) Includes leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and other similar non-essential activities).

(2) Recovery of costs consists of utility, fuel and maintenance charges that are transferred to airlines and other tenants in our airports.

(3) In millions of passengers.

(4) In each case, as compared to the previous year.

In 2011, revenues from non-aeronautical services in our airports accounted for 16.7% of the total revenues generated by our airports (in 2011, non-aeronautical revenues represented 21.1% of the sum of aeronautical and non-aeronautical revenues). In contrast, we believe that revenues from commercial

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activities may account for up to 40% or more of the consolidated revenues of many leading privatized airports. While we believe that aeronautical revenues will continue to represent a majority of our future revenues, we currently estimate that the growth rate of our revenues from commercial activities will likely exceed the growth rate of our aeronautical revenues (as was the case during the period from 2010 to 2011), except in the years in which the maximum tariffs are reset.

In recent years, non-aeronautical revenues per terminal passenger have increased 8.0% (from Ps. 37.8 in 2009 to Ps. 40.8 in 2011), while our cost of services per workload unit has increased 6.9% (from Ps. 42.3 in 2009 to Ps. 45.2 in 2011), resulting in non-aeronautical services contributing more to our results of operations.

Non-aeronautical revenues per terminal passenger shows the average revenue generated by the commercial areas of our airports, and it is calculated by dividing total non-aeronautical revenues by the number of terminal passengers during the same period. Therefore if non-aeronautical revenues decline proportionately less than the decline in the number of terminal passengers during a period, non-aeronautical revenues per terminal passenger will increase despite the decrease in non-aeronautical revenues. Non-aeronautical revenues per terminal passenger are principally affected by:

• Recovery of rights to certain business that we previously did not operate;

• Opening of new commercial space at our airports;

• The level of passenger traffic; and

• The exchange rate between the Mexican peso and the US dollar. This exchange rate affects the contracts denominated in U.S. dollars, which mainly consist of lease contracts for time-share developers, car rentals, duty free services and certain lease contracts for food and beverages and retail operations.

Certain categories of non-aeronautical revenues are directly impacted by passenger traffic (for example car parking and rental, and food and beverage providers) while others are not (for example leasing of space, on which we earn at least a minimum fixed rent indexed to inflation each year, which may be increased by royalty-based payments as discussed below). Accordingly, non-aeronautical revenues do not always behave in the same manner as passenger traffic or workload units.

We estimate that approximately 83.1% of our commercial agreements could be arranged as royalty-based contracts based on the nature of our tenants’ operations, representing approximately 79.0% of our total non-aeronautical revenues. Under a royalty-based contract the amount tenants must pay is based on tenants’ revenues, subject to minimum guaranteed fixed amounts related to the square footage of the space leased. When the royalty-based amount is lower than the minimum guaranteed amount, the tenant must still pay the latter. Therefore, a decrease in passenger traffic volumes would result in a reduction in non-aeronautical revenues from such tenants only if, prior to such decrease in passenger traffic, the sales of royalty-based tenants were higher than the minimum guaranteed amount. As a result, during periods in which airports experience a reduction in passenger traffic volumes, non-aeronautical revenues may remain stable due to the minimum guaranteed amount received by the airport under the lease contract, thereby resulting in a potential increase in non-aeronautical revenues per workload unit. During 2009, 2010 and 2011, non-aeronautical revenues were Ps. 729.0 million, Ps. 758.8 million and Ps. 824.6 million respectively, representing an increase of 4.1% and 8.7% in 2010 and 2011, respectively. In 2010, terminal passenger volume increased more than the increase in non-aeronautical revenues. Terminal passenger volume increased 4.9% while non-aeronautical revenues increased 4.1%. As a result, non-aeronautical revenues per terminal passenger decreased from Ps. 37.8 per passenger in 2009 to Ps. 37.5 per passenger in 2010, a decrease of 0.7%. In 2011, non-aeronautical revenues per terminal

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passenger increased from Ps. 37.5 per passenger in 2010 to Ps. 40.8 per passenger in 2011 mainly due to the fact that total terminal passenger volume remained almost unchanged while non-aeronautical income increased 8.7% as compared to 2010.

Revenues from improvements to concession assets

In 2010, we adopted INIF 17 on a prospective basis, which requires that the infrastructure of a service concession contract falling within its scope not be recognized as property, plant and equipment. It also requires that revenues obtained when the operator performs both construction or upgrade services and operating services under a single contract be recognized according to each type of service provided, based on the fair value of consideration received at the time the service is rendered. Once quantified, revenues should follow the relevant recognition criteria taking into account the nature of the service rendered. Accordingly, when the operator provides construction or improvement services, revenues associated with such services should be recognized using the percentage-of-completion method while revenues from operating services should be recognized as services are rendered. INIF 17 also references the supplemental application of IAS 18, Revenues. As a result, starting in 2010 we recognized revenues from improvements to concession assets. Revenues from improvements to concession assets do not have a cash impact on our results. Furthermore, they are not directly related to our passenger traffic (the main driver of our revenues). During 2010 we recognized Ps. 657.1 million in revenues from improvements to concession assets. In 2011, we recognized Ps. 1.03 billion in revenues from improvements to concession assets. This represented a 57.7% increase as compared to 2010 due to a higher level of commitments under our Master Development Programs for 2011.

Operating Costs

The following table sets forth our operating costs and certain other related information for the years indicated.

Operating Costs

	Year ended December 31,
	2009			2010						2011
	Amount			Amount			% change			Amount			% change
	(millions of pesos, except percentages and passenger data)
Operating Costs:
Cost of services:
Employee costs	Ps.	335.6		Ps.	344.8			2.7	%	Ps.	367.3			6.5	%
Maintenance		179.4			185.4			3.4			179.5			(3.2	)
Safety, security and insurance		110.7			114.1			3.1			131.2			14.9
Utilities		91.3			103.9			14.1			122.1			18.1
Other		152.3			216.0			41.2			184.8			(14.5	)
Total cost of services		869.3			963.9			10.9			984.9			2.2
Technical assistance fees		111.7			128.4			14.8			136.2			6.1
Concession taxes		162.5			185.0			13.9			193.8			4.7
Depreciation and amortization:
Depreciation(1)		82.5			94.7			14.8			127.7			34.9
Amortization(2)		746.4			785.3			5.2			816.4			4.0
Total depreciation and amortization		828.8			879.9			6.2			944.1			7.3
		1,972.4			2,157.2			9.4			2,259.0			4.7
Cost of improvements to concession assets		—			657.1			100.0			1,036.2			57.7
Total operating costs	Ps.	1,972.4		Ps.	2,814.3			42.7	%	Ps.	3,295.2			17.1	%
Other Information:
Total workload units(3)		20,549.3			21,827.9			6.2	%		21,775.8			(0.2	)%
Cost of services per workload unit		42.3			44.2			4.4	%		45.2			2.3	%
Cost of services / the sum of aeronautical and non-aeronautical revenues (4)		26.6	%		25.9	%					25.2	%

(1) Reflects depreciation of fixed assets.

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(2) Reflects amortization of our improvements of concession assets, concessions and other acquired rights.

(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 the sum of aeronautical and non-aeronautical revenues, expressed as a percentage.

Cost of Services

Our cost of services consists primarily of employee costs, maintenance, safety, security and insurance costs, as well as utilities (a portion of which we recover from our tenants) and various other miscellaneous expenses. Cost of services per workload unit is an indicator that is calculated by dividing cost of services by the work load units for a given period. This indicator is affected annually by:

• Increases and decreases in the different items included in cost of services.

• Increases and decreases in the relative number of work load units.

Therefore, if the cost of services increases less in proportion to the increase in workload units, the cost of service per work load unit decreases. Similarly, cost of service per workload units increases in periods in which the costs of service remains stable but workload units declined.

In recent years, our cost of services per workload unit has increased from Ps. 42.3 in 2009 to Ps. 44.2 in 2010 and Ps. 45.2 in 2011. In 2010, cost of services per workload unit increased despite an increase in workload units from 20.5 million in 2009 to 21.8 million in 2010 as result of a 10.9% increase in the cost of services, primarily as a result of increases in the cost of utilities and other cost of services (including an increase in our reserve for doubtful accounts due to Grupo Mexicana’s insolvency proceeding). In 2011, cost of services per workload unit increased 2.3%, as a result of a 2.2% increase in the cost of services while the workload units remain relatively stable. Our income from operations divided by the sum of aeronautical and non-aeronautical revenues (operating margin) increased 250 basis points from 39.6% in 2009 to 42.1% in 2011.

Technical Assistance Fee and Concession Tax

Under the technical assistance agreement, AMP provides management and consulting services as well as technical assistance and technological and industry knowledge and experience to us in exchange for a fee. This agreement is more fully described in Item 7 hereof. Since January 1, 2002, the fee has been equal to the greater of U.S.$ 4.0 million (adjusted annually for U.S. inflation) and 5% of our annual consolidated operating income, defined as earnings before interest income or expense (calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization and in each case determined in accordance with MFRS). In 2009, 2010 and 2011, this fee was Ps. 111.7 million, Ps. 128.4 million and Ps. 136.2 million, respectively.

We are subject to the Mexican Federal Duties Law, which requires each of our airports to pay a concession tax to the Mexican government, which is currently equal to 5% of the gross annual revenues (excluding revenues from improvements to concession assets) of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. In 2009, 2010 and 2011, this tax was Ps. 162.5 million, Ps. 185.0 million and Ps. 193.8 million, respectively. The concession tax rate may vary on an annual basis as determined solely by the Mexican Federal Congress, and there can be no assurance that this rate will not increase in the future. If the Mexican Federal Congress increases the concession tax rate, we are entitled to request an increase in our maximum rates from the Ministry of Communications and Transportation; however, there can be no assurance that the Ministry of Communications and Transportation would honor our request.

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Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 12 concessions, which we began amortizing for accounting purposes in August 1999, the date on which the value of our concessions was determined based on the value assigned by AMP to our Series BB shares as part of its winning bid to acquire its 15% interest in us. In addition, we amortize the value of certain fixed assets we acquire or build at our airports pursuant to the investment requirements under our Master Development Programs. Moreover, in 2010 and 2011, we wrote off the remaining balance of certain additions to and construction upon facilities carried out since the beginning of our concession, as they were replaced with new investments as required under the Master Development Program. The amounts of these write offs were Ps. 20.0 million and Ps. 27.5 million, in 2010 and 2011, respectively (during 2009 there were no write offs). The adoption of INIF 17 in 2010 did not result in a change to our amortization rates, thus our accounting policy is the same as it was in previous periods. For further information regarding depreciation and amortization expenses, refer to Notes 7, 8, 9, 10 and 11 to our audited consolidated financial statements.

Cost of improvements to concession assets

In conformity with our Master Development Programs we have to invest in additions and upgrades to our concession assets, and these investments are reflected according to INIF 17. In our case, because we hire third parties to provide construction and upgrade services, our costs reflect the amounts paid to third parties, and we do not recognize a premium on the cost of services. Because revenues from improvements to concession assets are equal to the cost of improvements to concession assets, the adoption of INIF 17 does not have a cash-impact on our results.

Taxation

We and each of our subsidiaries pay taxes on an individual (rather than consolidated) basis.

Beginning January 1, 2008, as a result of changes in the Mexican tax law, Mexican companies must pay the greater of their income tax (determined at a rate of 28% for 2009, and 30% for 2010 to 2012, 29% for 2013 and 28% thereafter) or a new business flat tax rate (Impuesto Empresarial a Tasa Única, or IETU), which replaced the asset tax. IETU is calculated by applying a tax rate of 17.0% in 2009 and 17.5% thereafter to income based on cash flows. This cash flow income is determined by taking authorized deductions (excluding wages, social security contributions, interest expense and certain investment expenditures) from total income earned from taxable activities. IETU tax credits are deducted according to procedures established in the IETU tax law. In addition, the Tax Benefits Decree and the Third Omnibus Tax Bill were published on November 5 and December 31, 2007, respectively, clarifying or expanding the transitory application of the law regarding transactions carried out in 2007 that had an impact in 2008. As a result of these changes in the Mexican tax law, the new IETU tax law established that the excess of the income tax over the asset tax could be recovered during the ten years following the implementation of the IETU tax law by up to 10% of the total asset tax carryforward at December 31, 2007 each year, provided that this amount does not exceed the difference between the income tax paid in the year and the lowest amount of asset tax paid during each of the three years preceding December 31, 2007.

We regularly review our deferred tax assets for recoverability and, if necessary, establish a valuation allowance based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Mexican tax law allows Mexican companies utilizing tax amortization rates that are lower than the maximum allowable rates to modify their tax amortization rates every five years, without exceeding the maximum allowable rate. Beginning in 2000, we utilized rates lower than the 15% maximum allowable rate to amortize our airport concessions and rights to use airport facilities for tax purposes.

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Our effective tax rates in 2009, 2010 and 2011 were 11%, 6% and 13%, respectively. In 2009, our effective tax rate increased to 11% (or more than 300 basis points) mainly due to a decrease in the rate of inflation used in our base of comparison for accounting purposes to tax purposes from 6.5% to 3.6%. The increase was also partially due to a change in the valuation allowance for asset taxes. In 2010, our effective tax rate decreased to 6%. The decrease is partially due to a decrease in the tax amortization rates of the Manzanillo and Los Mochis airport’s concession in 2010, which resulted in an increase in the tax values of these concessions, thereby decreasing the related deferred income tax liability by Ps. 145.0 million. The corresponding effect on taxable income was a decrease in the tax losses generated at these two airports. However, as the deferred tax assets for tax loss carryforwards are fully reserved, they did not offset the aforementioned decrease in the deferred income tax liability generated by the change in the fiscal amortization rates. As a consequence, income tax expense only reflected the reduction of the change in the deferred income tax liability, thereby generating a reduction in our effective tax rate. This was further, and more significantly, affected by an increase in the inflation rate from 3.6% to 4.4%, which thereby increased the fiscal value of our concessions to exceed their accounting value, resulting in an additional benefit to our effective tax rate at these airports. In 2011, our effective tax rate increased to 13%. This increase derives from the aforementioned decrease in the tax amortization rates in 2010 of the Manzanillo and Los Mochis airports, which in 2011 had no effect. Furthermore, the effective tax rate increase in 2011 resulted from a reduction in the inflation rate from 4.4% to 3.8% which impacts our taxable income but not our book income. We paid Ps. 372.3 million, Ps. 470.0 million and Ps. 550.3 million in corporate taxes in 2009, 2010 and 2011, respectively, representing 27.7%, 29.5% and 32.4% of our earnings before taxes.

According to the mechanism established to recover existing asset tax credit carryforwards, which ultimately benefited us, we have ten years beginning in 2008 to recover those existing asset tax credits. Every year, we review and adjust, as necessary, our financial projections based on new expectations of revenues, expenses and capital expenditures, whether for our Master Development Programs, for new maximum tariffs or new passenger traffic projections. Based on these changes which resulted in our ability to recover tax on assets that was previously determined to be unrecoverable, coupled with our financial projections from 2008 to 2017, in 2007, we recognized a significant decrease in the valuation allowance of recoverable tax on assets paid in previous years for Ps. 354.9 million. This reserve was increased slightly in 2008 to Ps. 79.1 million, given the 2008 results compared with its related forecast with respect to certain of our airports, and was further increased in 2009 to Ps. 23.9 million for similar reasons. In 2010, we decreased this reserve to Ps. 11.5 million, whereas in 2011 we increased this reserve to Ps. 19.0 million, based on revised financial projections from 2012 to 2017. The recoverable tax on assets decreased Ps. 32.3 million due to a refund request we made in 2011 to the tax authorities.

Employee Profit Sharing

We are subject to the statutory employee profit sharing regime established under the Mexican Federal Labor Law (Ley Federal del Trabajo). Under this regime, 10% of each unconsolidated company’s annual profits (as calculated for tax purposes) must be distributed among its employees, other than its chief executive officer.

Employee Retirement Plans

Under Mexican legislation, we must make payments equivalent to 2% of our workers’ comprehensive daily salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps. 3.9 million in 2009, Ps. 4.0 million in 2010 and Ps. 4.3 million in 2011.

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Effects of Devaluation and Inflation

The following table sets forth, for the periods indicated, 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,
	2009			2010			2011
(Appreciation) depreciation of the Mexican peso as compared to the U.S. dollar(1)		(5.6	)%		(5.4	)%		13.1	%
Mexican inflation rate(2)		3.6	%		4.4	%		3.8	%
U.S. inflation rate(3)		2.7	%		1.5	%		2.9	%
(Decrease) increase in Mexican gross domestic product(4)		(6.5	)%		6.2	%		3.7	%

(1) Based on changes in the rates for calculating foreign exchange liabilities, as reported by Banco de México, the Mexican Central Bank, at the end of each period, which were as follows: Ps. 13.0587 per U.S. dollar as of December 31, 2009, Ps.12.3571 per U.S. dollar as of December 31, 2010 and Ps. 13.9787 per U.S. dollar as of December 31, 2011.

(2) Based on changes in the Mexican consumer price index from the previous period, as reported by the Banco de México. The Mexican consumer price index at year end was: 95.5369 in 2009, 99.7421 in 2010 and 103.551 in 2011.

(3) As reported by the U.S. Department of Labor, Bureau of Labor Statistics.

(4) In real terms, as reported by the Mexican National Institute of Statistics as of February 16, 2012.

The general condition of the Mexican economy, changes in the value of the peso as compared to the dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, our:

• Depreciation and amortization expense. Our airport concessions are being amortized on a straight-line basis over the life of the concession and rights acquired. Although depreciation and amortization has not been affected since we discontinued the recognition of the effects of inflation as required by MFRS as of January 1, 2008, should Mexico experience increased levels of inflation, and thus be required by MFRS to include those effects in its financial information, values of our concessions and other non-monetary assets could increase, and thus increase depreciation and amortization charges.

• Passenger charges. Passenger charges for international passengers are currently denominated in dollars, but are invoiced and collected in pesos. Meanwhile, passenger charges for domestic passengers are denominated in pesos. Because through 2007 MFRS required 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 exceeded 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 was 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. As required by MFRS, our comprehensive financing result reflects gains or losses from foreign exchange and gains and losses from interest earned or incurred. As a result, it is impacted by currency depreciation.

• Maximum rates in pesos. Our tariffs for the services we provide to international flights or international passengers are denominated in U.S. dollars, but are generally invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight. During 2010 and 2011, we collected passenger charges from airlines within 60 days following the date of each flight. We intend to charge prices that are as close as possible to the

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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 if it is repeated and sanctioned by the Ministry of Communications and Transportation at least three times. In the event that any one of our concessions is terminated, our other concessions may also be terminated. In addition, if the peso appreciates as compared to the dollar we may underestimate the specific prices we can charge for regulated services and be unable to adjust our prices upwards to maximize our regulated revenues.

In accordance with NIF B-10, Effects of Inflation, since the cumulative inflation in Mexico measured by the NCPI in the three-year periods ended December 31, 2009, 2010 and 2011 was below 26%, we ceased recognizing the effects of inflation in our financial statements for such years.

Results of operations by subsidiary

The following table sets forth our results of operations for the years indicated for each of our principal airports and our other subsidiaries.

Results of Operations by Subsidiary

	Subsidiary Operating Results
	Year ended December 31,
	2009			2010			2011
	(millions of pesos, except percentages)
Guadalajara:
Revenues:
Aeronautical services	Ps.	884.7		Ps.	1,067.1		Ps.	1,141.2
Non-aeronautical services		231.0			250.8			287.1
		1,115.7			1,317.9			1,428.3
Improvements to concession assets		—			159.7			189.8
Total revenues		1,115.7			1,477.6			1,618.1
Total costs		579.4			825.6			833.0
Costs of operations(4)		321.3			382.6			368.0
Cost of improvements to concession		—			159.7			189.8
Depreciation and amortization		258.1			283.2			275.2
Income from operations		536.2			652.1			785.2
Operating margin(1)		48.1	%		44.1	%		48.5	%
Tijuana:
Revenues:
Aeronautical services	Ps.	334.8		Ps.	434.2		Ps.	437.2
Non-aeronautical services		87.9			91.3			92.1
		422.7			525.5			529.2
Improvements to concession assets		—			113.8			157.3
Total revenues		422.7			639.2			686.6
Total costs		321.6			450.8			515.0
Costs of operations(4)		182.2			195.2			200.1
Cost of improvements to concession		—			113.8			157.3
Depreciation and amortization		139.4			141.8			157.6
Income from operations		101.1			188.5			171.5
Operating margin(1)		23.9	%		29.5	%		25.0	%
Los Cabos:
Revenues:
Aeronautical services	Ps.	398.0		Ps.	455.3		Ps.	485.1
Non-aeronautical services		168.6			169.3			191.4
		566.6			624.6			676.5

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	Subsidiary Operating Results
	Year ended December 31,
	2009			2010			2011
	(millions of pesos, except percentages)
Improvements to concession assets		—			156.5			366.2
Total revenues		566.6			781.1			1,042.7
Total costs		233.4			399.0			655.8
Costs of operations(4)		145.1			147.9			177.6
Cost of improvements to concession		—			156.5			366.2
Depreciation and amortization		88.3			94.6			112.0
Income from operations		333.2			382.1			386.9
Operating margin(1)		58.8	%		48.9	%		37.1	%
Puerto Vallarta:
Revenues:
Aeronautical services	Ps.	387.4		Ps.	438.1		Ps.	423.8
Non-aeronautical services		140.3			144.8			142.3
		527.7			582.9			566.1
Improvements to concession assets		—			113.5			207.3
Total revenues		527.7			696.4			773.4
Total costs		270.0			400.0			521.9
Costs of operations(4)		155.3			169.3			175.8
Cost of improvements to concession		—			113.5			207.3
Depreciation and amortization		114.7			117.2			138.8
Income from operations		257.7			296.4			251.5
Operating margin(1)		48.8	%		42.6	%		32.5	%
Hermosillo:
Revenues:
Aeronautical services	Ps.	126.9		Ps.	135.5		Ps.	149.9
Non-aeronautical services		25.0			24.4			26.0
		151.9			159.9			175.9
Improvements to concession assets		—			19.1			33.8
Total revenues		151.9			179.0			209.7
Total costs		118.6			140.3			157.5
Costs of operations(4)		76.1			74.0			74.3
Cost of improvements to concession		—			19.1			33.8
Depreciation and amortization		42.5			47.2			49.4
Income from operations		33.3			38.7			52.2
Operating margin(1)		21.9	%		21.6	%		24.9	%
Guanajuato:
Revenues:
Aeronautical services	Ps.	122.4		Ps.	130.0		Ps.	135.9
Non-aeronautical services		26.3			29.2			31.1
		148.7			159.2			167.0
Improvements to concession assets		—			23.1			43.7
Total revenues		148.7			182.3			210.7
Total costs		108.4			135.6			162.3
Costs of operations(4)		68.7			71.1			71.6
Cost of improvements to concession		—			23.1			43.7
Depreciation and amortization		39.7			41.4			47.0
Income from operations		40.3			46.7			48.4
Operating margin(1)		27.1	%		25.6	%		23.0	%
Other Airport Subsidiaries(2):
Revenues:
Aeronautical services	Ps.	283.0		Ps.	297.6		Ps.	304.7
Non-aeronautical services		50.0			49.1			54.7
		333.0			346.7			359.4
Improvements to concession assets		—			71.4			38.1
Total revenues		333.0			418.0			397.5
Total costs		364.5			451.5			429.2
Costs of operations(4)		235.5			241.3			239.8
Cost of improvements to concession		—			71.4			38.1
Depreciation and amortization		129.0			138.8			151.3

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	Subsidiary Operating Results
	Year ended December 31,
	2009			2010			2011
	(millions of pesos, except percentages)
Loss from operations		(31.6	)		(33.4	)		(31.7	)
Operating margin(1)		(9.5	)%		(8.0	)%		(8.0	)%
Other Subsidiaries(3):
Total costs		(23.6	)		11.7			20.5
Costs of operations(4)		(40.7	)		(4.2	)		7.8
Depreciation and amortization		17.1			15.9			12.7
Income (loss) from operations		23.6			(11.7	)		(20.5	)
Total:
Revenues:
Aeronautical services	Ps.	2,537.2		Ps	2,957.8		Ps.	3,077.9
Non-aeronautical services		729.0			758.8			824.6
		3,266.2			3,716.6			3,902.5
Improvements to concession assets		—			657.1			1,036.2
Total revenues		3,266.2			4,373.7			4,938.7
Total costs		1,972.3			2,814.3			3,295.2
Costs of operations(4)		1,143.5			1,277.3			1,314.9
Cost of improvements to concession		—			657.1			1,036.2
Depreciation and amortization		828.8			879.9			944.1
Income from operations		1,293.9			1,559.4			1,643.5
Operating margin(1)		39.6	%		35.7	%		33.3	%

(1) We determine operating margin per airport by dividing income from operations at each airport or group of airports by total revenues for that airport or group of airports.

(2) Reflects the results of operations of our Morelia, La Paz, Aguascalientes, Mexicali, Los Mochis and Manzanillo airports.

(3) Other subsidiaries data reflects the results of operations of our administrative, operating and car parking services providers.

(4) Cost of operations includes cost of services, technical assistance fees and concession taxes.

Historically, our most profitable airports have been our Guadalajara, Los Cabos and Puerto Vallarta international airports, which handle the majority of our international passengers. We determine profitability per airport by dividing income from operations at each airport by total revenues for that airport. Operating margins at our Tijuana International Airport historically have been lower than at our other airports because the maximum rates applicable to aeronautical services provided at our Tijuana International Airport are lower than those applicable to our other principal airports. This is because the amortization of our concession relative to the level of revenues is much higher at our Tijuana International Airport than at our other principal airports because the original concession value assigned to the Tijuana International Airport was proportionately higher.

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Summary Historical Results of Operations

The following table sets forth a summary of our consolidated results of operations for the years indicated.

	Summary Consolidated Operating Results
	Year ended December 31,
	2009			2010						2011
	Amount			Amount			% change			Amount			% change
	(thousands of pesos, except percentages)
Revenues:
Aeronautical services	Ps	. 2,537,262		Ps.	2,957,763			16.6	%	Ps.	3,077,927			4.1	%
Non-aeronautical services		728,978			758,803			4.1			824,580			8.7
		3,266,240			3,716,566			13.8			3,902,507			5.0
Improvements to concession assets		—			657,103			100.0			1,036,227			57.7
Total revenues		3,266,240			4,373,669			33.9			4,938,734			12.9
Operating costs:
Cost of services		869,315			963,872			10.9			984,878			2.2
Technical assistance fees		111,721			128,384			14.9			136,191			6.1
Concession taxes		162,507			185,017			13.9			193,802			4.7
Depreciation and amortization		828,835			879,941			6.2			944,094			7.3
		1,972,378			2,157,214			9.4			2,258,965			4.7
Cost of improvements to concession assets		—			657,103			100.0			1,036,227			57.7
Total costs		1,972,378			2,814,317			42.7			3,295,192			17.1
Income from operations		1,293,862			1,559,352			20.5			1,643,542			5.4
Net comprehensive financing income
Interest income, net		109,779			57,606			(47.5	)		46,506			(19.3	)
Exchange (loss) gain, net		(26,149	)		(14,509	)		(44.5	)		22,626			(255.9	)
(Loss) Gain from embedded derivatives		(25,421	)		(4,872	)		(80.8	)		(5,468	)		12.2
Net comprehensive financing income		58,209			38,225			(34.3	)		63,664			66.6
Other (expense) income		(11,710	)		(1,965	)		(83.2	)		(9,346	)		375.6
Income before income taxes		1,340,361			1,595,612			19.0			1,697,860			6.4
Income tax expense		140,917			95,452			(32.3	)		213,419			123.6
Consolidated net income		1,199,444			1,500,160			25.1			1,484,441			(1.0	)
Other operating data (unaudited):
Operating margin(1)		39.6	%		35.7	%					33.3	%
Net margin(2)		36.7	%		34.3	%					30.1	%

(1) Income from operations divided by total revenues, expressed as a percentage.

(2) Net income divided by total revenues, expressed as a percentage.

Results of operations for the year ended December 31, 2011 compared to the year ended December 31, 2010

Revenues

Total revenues for 2011 increased 12.9%, from Ps. 4.4 billion in 2010 to Ps. 4.9 billion in 2011 mainly due to an increase of Ps. 379.1 million in revenues from improvements to concession assets as a result of the committed investments outlined in our Master Development Programs, which were greater than the corresponding amounts in 2010 and, to a lesser extent, as a result of a Ps. 120.2 million increase in aeronautical services revenues and a Ps. 65.8 million increase in non-aeronautical services revenues.

Aeronautical services revenues increased 4.1%, from Ps. 2.9 billion in 2010 to Ps. 3.1 billion in 2011, primarily as a result of an increase in passenger charges. Revenues from passenger charges increased 4.2% or Ps. 101.9 million despite a 0.1% decrease in passenger traffic, due to a 4.4% increase in our maximum tariffs as a result of inflation. During 2011, revenues from aircraft landing and parking fees increased 3.1%, or Ps. 9.2 million, while the leasing of ticket counter spaces and complementary services to airlines increased 3.6%, or Ps. 5.4 million.

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Non-aeronautical services revenues for 2011 increased Ps. 65.8 million, or 8.7%, from Ps. 758.8 million in 2010 to Ps. 824.6 million in 2011. The primary factor influencing the change in non-aeronautical revenues from 2010 to 2011 was a Ps. 37.9 million increase in our advertising and recovery of costs revenues mainly due to the increases in revenues from advertising as a result of our direct operation of that line of business, and the increase in recovery cost revenues related with the operation of the baggage screening systems which begun during the fourth quarter of 2011. Additionally, combined, revenues from car rentals, car parking, duty free operations, leasing of space, food and beverages, retail operations and financial services, increased Ps. 29.3 million. This increase is primarily due to the introduction of new car rental companies, a new parking fee structure, the renegotiation of duty free contracts, and new food and beverages areas. Revenues from leasing of spaces to time-share developers and communications decreased a combined Ps. 5.2 million.

Revenues from improvements to concession assets in 2011 increased Ps. 379.1 million, or 57.7%, from Ps. 657.1 million in 2010 to Ps. 1.03 billion in 2011. The primary factor influencing the change in revenues from improvements to concession assets from 2010 to 2011 was an increase in our commitments under the Master Development Programs for 2011, mainly for the construction of the new terminal at the Los Cabos airport, the expansion of the main terminal at the Tijuana airport, construction of the overhanging cover at the Guadalajara airport and the continuing expansion of the satellite building at the Puerto Vallarta airport.

Revenues by Airport

Total revenues at each of our airports increased, mainly due to the recognition from improvements to concession assets.

At the Guadalajara airport, revenues increased by 9.5% or Ps. 140.5 million, from Ps. 1.48 billion in 2010 to Ps. 1.62 billion in 2011, due to a Ps. 55.1 million increase in passenger charges caused by a 3.6% increase in passenger traffic and a 4.4% increase in tariffs due to inflation, a Ps. 36.3 million or 14.5% increase in non-aeronautical revenues and a Ps. 30.1 million increase in revenues from improvements to concession assets (revenues increased 8.4% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased 6.9% or Ps. 74.1 million, from Ps. 1.07 billion in 2010 to Ps. 1.14 billion in 2011. Non-aeronautical revenues, at the Guadalajara airport, increased 14.5% or Ps. 36.4 million, from Ps. 250.8 million in 2010 to Ps. 287.1 million in 2011, due principally to an increase of Ps. 28.4 million in advertising, car parking and recovery of costs.

At the Tijuana airport, revenues increased by 7.4% or Ps. 47.4 million, from Ps. 639.2 million in 2010 to Ps. 686.6 million in 2011, mainly due to a Ps. 43.5 million increase in revenues from improvements to concession assets (revenues increased 0.7% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 0.7% or Ps. 3.0 million, from Ps. 434.2 million in 2010 to Ps. 437.2 million in 2011 at the Tijuana airport, due to an increase in passenger charges of Ps. 3.7 million. Non-aeronautical revenues increased at the Tijuana airport by 0.9% or Ps. 0.8 million, from Ps. 91.3 million in 2010 to Ps. 92.1 million in 2011, principally due to a Ps. 1.8 million increase in other commercial revenues and leasing of space, partially offset by a Ps. 1.4 million decrease in car parking revenues.

At the Los Cabos airport, revenues increased by 33.5% or Ps. 261.6 million, from Ps. 781.1 million in 2010 to Ps. 1.04 billion in 2011, mainly due to an increase of Ps. 209.7 million in revenues from improvements to concession assets (revenues increased 8.3% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 6.6% or Ps. 29.8 million, from Ps. 455.3 million in 2010 to Ps. 485.1 million in 2011 at the Los Cabos airport, due to a 2.2% increase in passenger traffic in the same period and the inflation increase in tariffs of 4.4%. Non-aeronautical revenues increased at the Los Cabos airport by 13.0% or Ps. 22.1 million, from Ps. 169.3 million in 2010 to Ps. 191.4 million in 2011, mainly due to a Ps. 19.6 million increase in recovery of costs, car rentals, duty free space and other commercial revenues.

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At the Puerto Vallarta airport, revenues increased by 11.1% or Ps. 77.0 million, from Ps. 696.4 million in 2010 to Ps. 773.4 million in 2011, mainly due to an increase of Ps. 93.8 million in revenues from improvements to concession assets (revenues decreased by 2.9% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues decreased by 3.3% or Ps. 14.3 million, from Ps. 438.1 million in 2010 to Ps. 423.8 million in 2011 at the Puerto Vallarta airport, due to a 7.3% decrease in passenger traffic in the same period and partially offset by the inflation increase in tariffs of 4.4%. Non-aeronautical revenues decreased at the Puerto Vallarta airport by 1.7% or Ps. 2.5 million, from Ps. 144.8 million in 2010 to Ps. 142.3 million in 2011, due principally to a Ps. 4.4 million decrease in other commercial revenues, leasing of space and food and beverage which was directly correlated with the decrease of passenger traffic.

At the Hermosillo airport, revenues increased by 17.1% or Ps. 30.7 million, from Ps. 179.0 million in 2010 to Ps. 209.7 million in 2011 due to an increase of Ps. 14.7 million in revenues from improvements to concession assets and a 5.5% increase in passenger traffic that in conjunction with the inflation increase in tariffs of 4.4% resulted in an increase of Ps. 14.4 million in aeronautical revenues (revenues increased 10.0% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 10.6% or Ps. 14.4 million, from Ps. 135.5 million in 2010 to Ps. 149.9 million in 2011 at the Hermosillo airport. Non-aeronautical revenues increased by 6.6% or Ps. 1.6 million, from Ps. 24.4 million in 2010 to Ps. 26.0 million in 2011, due to a Ps. 1.7 million increase in revenues from car parking, recovery of costs, car rentals and food and beverage.

At the Guanajuato airport, revenues increased by 15.6% or Ps. 28.4 million, from Ps. 182.3 million in 2010 to Ps. 210.7 million in 2011 mainly due to an increase of Ps. 20.6 million in revenues from improvements to concession assets (revenues increased 4.9% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 4.5% or Ps. 5.9 million from Ps. 130.0 million in 2010 to Ps. 135.9 million in 2011 at the Guanajuato airport, due to the inflation increase of 4.4% in tariffs. Non-aeronautical revenues increased at the Guanajuato airport by 6.5% or Ps. 1.9 million, from Ps. 29.2 million in 2010 to Ps. 31.1 million in 2011, due primarily to a Ps. 1.8 million increases in revenues from car parking, leasing of space and advertising.

Revenues at our other 6 airports decreased by 4.9% or Ps. 20.5 million, on an aggregate basis from Ps. 418.0 million in 2010 to Ps. 397.5 million in 2011, largely due to a Ps. 33.3 million decrease in revenues from improvements to concession assets (revenues increased 3.7% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues at these airports increased by 2.4% or Ps. 7.1 million, from Ps. 297.6 million in 2010 to Ps. 304.7 million in 2011, mainly due to inflation increase of 4.4% in tariffs and partially offset by a 1.8% decline in passenger traffic. Non-aeronautical revenues increased by 11.4% or Ps. 5.6 million, from Ps. 49.1 million in 2010 to Ps. 54.7 million in 2011, due primarily to a Ps. 5.9 million increase in revenues from recovery of costs, advertising, financial services and car parking.

Total Costs

Cost of Services

Cost of services, which is comprised of employee costs, maintenance, safety, security, insurance, utilities and other expenses, increased by Ps. 21.0 million, or 2.2%, from Ps. 963.9 million in 2010 to Ps. 984.9 million in 2011. Employee costs increased 6.5%, or Ps. 22.5 million, mainly due to an increase in salaries, benefits and training costs. Utilities increased 17.9%, or Ps. 18.6 million, mainly due to an increase in electricity rates and higher consumption of electricity as a result of the expansion of our

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terminals, the operation of new Hold Baggage Screening (HBS) equipment and additional air conditioning equipment, in part related with the fulfillment of our Master Developments Programs during 2011. Safety, security and insurance increased 14.9%, or Ps. 17.0 million, due to the outsourcing of certain of our check point staff, the increase in implementation of additional security measures required by airport authorities related to checking for liquids carried by boarding passengers, security to operate the new HBS equipment, as well as higher insurance premiums as a result of the natural disasters that took place during 2010. These increases were partially offset by a decrease in our allowance for doubtful accounts of 87.3%, or Ps. 63.2 million, due to the suspension of operations of GMA in 2010, which did not repeat in 2011. Maintenance costs decreased 3.2%, or Ps. 6.0 million, due to higher efficiencies in the cost of routine maintenance on terminal buildings, aprons, platforms, elevators and baggage belts.

The main airports that contributed to the increase in the cost of services for 2011 were Puerto Vallarta (cost of service increased 4.6%, to Ps. 128.4 million from Ps. 122.7 million in 2010, as a result of the increase in electricity rates due to the renovation and addition of air conditioning units as well as commencing the operation of the HBS equipment), Los Cabos (cost of service increased 10.4%, to Ps. 131.2 million from Ps. 118.8 million in 2010, for similar reasons to the increase in the Puerto Vallarta airport) and Tijuana (cost of service increased 1.4%, to Ps. 147.3 million from Ps. 145.3 million in 2010, as a result of the increase in electricity rates due to the expansion of the terminal and commencing the operation of the HBS equipment).

Technical Assistance Fee and Concession Tax

The technical assistance fee increased 6.1%, or Ps. 7.8 million, from Ps. 128.4 million in 2010 to Ps. 136.2 million in 2011. This increase was mainly due to an increase in operating income.

As a result of increased revenues (excluding revenues from improvements to concession assets as they do not form part of income for purposes of the government concession tax), government concession taxes increased 4.7%, from Ps. 185.0 million in 2010 to Ps. 193.8 million in 2011.

Depreciation and Amortization

Depreciation and amortization increased 7.3% or Ps. 64.2 million, from Ps. 879.9 million in 2010 to Ps. 944.1 million in 2011, mainly due to the growth in infrastructure resulting from our fulfillment of our Master Development Programs and our commitment to provide better services to our clients. The amortization of concessions did not fluctuate materially.

Cost of improvements to concession assets

Cost of improvements to concession assets in 2011 increased Ps. 379.1 million, or 57.7%, from Ps. 657.1 million in 2010 to Ps. 1.04 billion in 2011. The primary factor influencing the change in cost of improvements to concession assets from 2010 to 2011 was a Ps. 379.1 million increase resulting from the amounts allocated in our Master Development Programs for 2011.

Operating Costs by Airport

Operating costs at each of our airports increased, mainly due to a 57.7% increase in the cost of improvements to concession assets from Ps. 657.1 million in 2010 to Ps. 1.04 billion in 2011.

Operating costs for the Guadalajara airport were Ps. 833.0 million in 2011, a 0.9% or Ps. 7.4 million increase from the Ps. 825.6 million recorded in 2010. This increase was primarily due to an 18.8% or Ps. 30.1 million increase in the cost of improvements to concession assets from Ps. 159.7 million in 2010 to Ps. 189.8 million in 2011 (operating costs decreased 3.4% or Ps. 22.6 million, without

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including improvements to concession assets). Additionally the cost of maintenance, security and utilities increased Ps. 9.8 million, offset by the decrease in the allowance for doubtful accounts due to the GMA receivable account in 2010 and a decrease in depreciation and amortization of Ps. 8.0 million.

Operating costs for the Tijuana airport increased Ps. 64.2 million or 14.2%, to Ps. 515.0 million in 2011 from the Ps. 450.8 million recorded in 2010. This increase was partially due to a 38.2% or Ps. 43.5 million increase in the cost of improvements to concession assets from Ps. 113.8 million in 2010 to Ps. 157.3 million in 2011 (operating costs increased 6.1% or Ps. 20.7 million, without including improvements to concession assets). Additionally the cost of security and utilities increased Ps. 5.0 million and depreciation and amortization increased Ps. 15.8 million.

Operating costs for the Los Cabos airport increased a 64.4% or Ps. 256.8 million, to Ps. 655.8 million in 2011 from the Ps. 399.0 million recorded in 2010. This increase was mainly due to a 134.0% or Ps. 209.7 million increase in the cost of improvements to concession assets from Ps. 156.5 million in 2010 to Ps. 366.2 million in 2011 (operating costs increased 19.4% or Ps. 47.1 million without including improvements to concession assets). Additionally, the cost of utilities increased Ps. 3.2 million and depreciation and amortization increased Ps. 17.4 million.

Operating costs for the Puerto Vallarta airport were Ps. 521.9 million in 2011, a 30.5% or Ps. 121.9 million increase from the Ps. 400.0 million recorded in 2010. This increase was primarily due to a 82.6% or Ps. 93.8 million increase in the cost of improvements to concession assets from Ps. 113.5 million in 2010 to Ps. 207.3 million in 2011 (operating costs increased 9.8% or Ps. 28.1 million without including of improvements to concession assets). Additionally the cost of utilities and professional services increased Ps. 6.5 million and depreciation and amortization increased Ps. 21.6 million.

Operating costs for the Hermosillo airport increased a 12.2% or Ps. 17.2 million, to Ps. 157.5 million in 2011 from the Ps. 140.3 million recorded in 2010. This increase was due to a 77.0% or Ps. 14.7 million increase in the cost of improvements to concession assets from Ps. 19.1 million in 2010 to Ps. 33.8 million in 2011 (operating costs increased 2.1% or Ps. 2.5 million without including improvements to concession assets). Additionally, the cost of maintenance, professional services and utilities increased Ps. 1.6 million and depreciation and amortization increased Ps. 2.2 million.

Operating costs for the Guanajuato airport increased 19.7% or Ps. 26.7 million, from the Ps. 135.6 million recorded in 2010 to Ps. 162.3 million in 2011. This increase was due to an 89.2% or Ps. 20.6 million increase in the cost of improvements to concession assets from Ps. 23.1 million in 2010 to Ps. 43.7 million in 2011 (operating costs increased 5.4% or Ps. 6.1 million without including improvements to concession assets). Additionally, the cost of security and utilities increased Ps. 1.4 million and depreciation and amortization increased Ps. 5.6 million.

Operating costs for our 6 other airports decreased 4.9% or Ps. 22.3 million, from the Ps. 451.5 million recorded in 2010 to Ps. 429.2 million in 2011. This decrease was primarily due to a 46.6% or Ps. 33.3 million decrease in the cost of improvements to concession assets from Ps. 71.4 million in 2010 to Ps. 38.1 million in 2011 (operating costs increased 2.9% or Ps. 11.0 million without including improvements to concession assets). Additionally, the cost of security, utilities and professional services increased Ps. 7.1 million and depreciation and amortization increased Ps. 12.5 million offset by a decrease of Ps. 8.6 million in maintenance, concession taxes and other expenses.

Income from Operations

Operating income increased 5.4%, or Ps. 84.2 million, from Ps. 1.56 billion in 2010 to Ps. 1.64 billion in 2011. This increase was primarily due to higher revenue in 2011, which was partially offset by increases in expenses. Despite the increase in operating income, our operating margin decreased 240 basis points, from 35.7% in 2010 to 33.3% in 2011, mainly due to the increase in revenues from improvements to concession assets (taking into account only the sum of aeronautical and non aeronautical revenues, the operating margin increased from 41.9% to 42.1% in 2011).

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Income from Operations by Airport

Operating margin is calculated by dividing income from operations at each airport by total revenues for that airport.

Operating income for the Guadalajara airport increased by 20.4% or Ps. 133.1 million, from Ps. 652.1 million in 2010 to Ps. 785.2 million in 2011, due to an increase in revenues. The operating margin increased 440 basis points, from 44.1% to 48.5% (operating margin increased 550 basis points to 49.5% from 55.0%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Tijuana airport decreased by 9.0% or Ps. 17.0 million, from Ps.188.5 million in 2010 to Ps. 171.5 million in 2011, primarily due to a slight decrease in revenues as a result of a decrease in passenger traffic and a Ps. 15.8 million increase in depreciation and amortization as a result of our fulfillment of our Master Development Program. The operating margin decreased 450 basis points from 29.5% to 25.0% (operating margin decreased 345 basis points to 35.9% from 32.4%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Puerto Vallarta airport decreased by 15.1% or Ps. 44.9 million, from Ps. 296.4 million in 2010 to Ps. 251.5 million in 2011, primarily due to a decrease in revenues as a result of the decrease in passenger traffic and the increase in depreciation and amortization as a result of our fulfillment of our Master Development Program. The operating margin decreased 1,010 basis points from 42.6% to 32.5% (operating margin decreased 640 basis points to 50.8% from 44.4%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Los Cabos airport increased by 1.3% or Ps. 4.8 million, from Ps. 382.1 million in 2010 to Ps. 386.9 million in 2011, primarily due to an increase in passenger traffic. The operating margin decreased 1,180 basis points from 48.9% to 37.1% (operating margin decreased 400 basis points to 61.2% from 57.2%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Hermosillo airport increased by 34.9% or Ps. 13.5 million, from Ps. 38.7 million in 2010 to Ps. 52.2 million in 2011, primarily due to an increase in passenger traffic. The operating margin increased 330 basis points from 21.6% to 24.9% (operating margin increased 550 basis points to 24.2% from 29.7%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Guanajuato airport increased by 3.6% or Ps. 1.7 million, from Ps. 46.7 million in 2010 to Ps. 48.4 million in 2011, primarily due to an increase in international passenger traffic. The operating margin decreased 260 basis points from 25.6% to 23.0% (operating margin decreased 30 basis points to 29.3% from 29.0% taking into account the sum of aeronautical and non-aeronautical revenues only).

Loss from operations for our 6 other airports decreased by 5.0% or Ps. 1.7 million, to a loss of Ps. 31.7 million in 2011 from a loss of Ps. 33.4 million in 2010. The decrease in the loss from operations was primarily due to an increase in revenues and a decrease in the cost of services partially offset by an increase in depreciation and amortization.

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Comprehensive Financing Result

Net comprehensive financing income in 2011 increased by Ps. 25.4 million, or 66.6%, to Ps. 63.6 million in 2011 from Ps. 38.2 million in 2010. This increase resulted mainly from a Ps. 41.5 million decrease in our interest expense for 2011, principally due to the higher capitalized interest in 2011 than in 2010 for the construction of the Terminal 4 in the Los Cabos airport. Additionally, CFR benefited from an exchange gain of Ps. 22.6 million in 2011 as compared to an exchange loss of Ps. 14.5 million during 2010. These increases were partially offset by a Ps. 52.6 million decrease in net interest income.

Income Taxes

Income taxes for 2011 resulted in an expense of Ps. 213.4 million, which principally consisted of the following: (a) current income tax expense for the year of Ps. 480.1 million, (b) an increase in the valuation allowance for the recoverable asset tax of Ps. 19.0 million, stemming from revised financial projections at certain of our airports and (c) cancellation of recoverable income tax of Ps. 0.6 million. All of those effects were partially offset by a deferred income tax reduction of Ps. 267.3 million. Our effective tax rate increased from 6.0% for 2010 to 13.0% in 2011. As compared with 2010, income tax increased Ps. 118.0 million, from Ps. 95.4 million in 2010 to Ps. 213.4 million in 2011. The increase was partially due to deferred income tax benefit of Ps. 145.0 million recognized in the Los Mochis and Manzanillo airports in 2010 that did not occur in 2011. This was further affected by a decrease in the inflation rate from 4.4% to 3.8% which impacts the deferred tax as a result of a lower update for the concession value for tax purposes in 2011 than in 2010. This decrease in the tax value update of our concessions resulted in a smaller benefit to our effective tax rate in 2011 than in 2010. Additionally, current income tax decreased Ps. 1.9 million from 2010 to 2011 mainly due to the 6.4% increase in income before taxes.

Net Income

Net income decreased by 1.0% or Ps. 15.7 million, from Ps. 1.50 billion in 2010 to Ps. 1.48 billion in 2011, mainly due to the Ps. 118.0 million increase in income tax expense and an increase in other expenses of Ps. 7.4 million, partially offset by the Ps. 84.2 million increase in operating income, and the Ps. 25.4 million increase in comprehensive financing result. Net margin decreased from 34.3% in 2010 to 30.1% in 2011 (net margin decreased to 40.4% from 38.0%, taking into account the sum of aeronautical and non-aeronautical revenues only).

Results of operations for the year ended December 31, 2010 compared to the year ended December 31, 2009

Revenues

Total revenues for 2010 increased 33.9%, from Ps. 3.27 billion in 2009 to Ps. 4.37 billion in 2010. This increase in total revenues was mainly due to the addition of Ps. 657.1 million in revenues from improvements to concession assets as a result of our adoption of INIF 17, and, to a lesser extent, as a result of a Ps. 420.5 million increase in aeronautical services revenues and a Ps. 29.8 million increase in non-aeronautical services revenues.

Aeronautical services revenues increased 16.6%, from Ps. 2.54 billion in 2009 to Ps. 2.96 billion in 2010, primarily as a result of the application of the new maximum rates as of January 2010, which increased 10.1%, as well as a 4.9% increase in passenger traffic. Revenues from passenger charges increased Ps. 364.8 million. Revenues from aircraft landing and parking fees increased 24.5%, or Ps. 31.6 million, while the leasing of ticket counter spaces and complementary services to airlines increased 33.0%, or Ps. 17.5 million. In addition, the Los Cabos and Puerto Vallarta airports, which have the two highest maximum tariffs, reported a combined increase in total terminal traffic of 215.1 thousand passengers, representing 23.0% of our increase in total terminal passenger traffic as compared to 2009.

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Non-aeronautical services revenues for 2010 increased Ps. 29.8 million, or 4.1%, from Ps. 729.0 million in 2009 to Ps. 758.8 million in 2010. The primary factor influencing the change in non-aeronautical revenues from 2009 to 2010 was a Ps. 21.2 million increase in our car parking revenues. Additionally, combined, revenues from the leasing of space, rental car services and duty free spaces increased Ps. 11.8 million. This increase is primarily due to the fact that revenues from car parking and royalties from duty free and rental car services are directly correlated to passenger traffic, and passenger traffic increased 4.7% in 2010. Revenues from leasing of spaces to time-share developers, financial services and advertising decreased a combined Ps. 3.7 million.

Revenues from improvements to concession assets were Ps. 657.1 million as a result of the adoption of INIF 17. These revenues represent the fair value of the additions and upgrades we undertake in accordance with our Master Development Programs. In exchange for investing in those additions and upgrades, the Mexican government grants us the right to operate the concession to generate further revenues from users of the services offered by those upgraded or additional concession assets. This represents an exchange of dissimilar goods or services rather than an actual cash exchange because we receive an intangible asset for the construction services we provide. Exchanges of dissimilar services are considered transactions that generate revenues and thus should be measured at the fair value of the goods or services received, or those given up, if the former cannot be measured reliably. Through a bidding process, we hire third parties for the construction of the additions and upgrades. Accordingly, we recognize the revenues for these construction services as the amounts paid to those third parties, because those amounts are representative of the fair value of the services given up and given the unreliability of estimating the goods or services received in exchange. As a result of the foregoing analysis, in 2010, we recognized revenues from improvements to concession assets and an equal amount of costs of improvements to concession assets. These revenues are not directly correlated with passenger traffic (the main factor driving our revenues) nor do they generate cash inflows.

Revenues by Airport

Total revenues at each of our airports increased, mainly due to the recognition from improvements to concession assets as a result of the adoption in 2010 of INIF 17. As mentioned above, revenues from improvements to concession assets represent the value of an intangible asset received by us in exchange for constructions services and do not generate cash inflows.

At the Guadalajara airport, revenues increased by 32.4% from Ps. 1.12 billion in 2009 to Ps. 1.48 billion in 2010, partially due to the addition of Ps. 159.7 million in revenues from improvements to concession assets in 2010 (revenues increased 18.1% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased 20.6% from Ps. 884.7 million in 2009 to Ps. 1.7 billion in 2010 at the Guadalajara airport, primarily due to a 9.6% increase in the maximum rate beginning January 2010, and due to a 7.8% increase in passenger traffic during the same period. Non-aeronautical revenues at the Guadalajara airport increased by 8.6% from Ps. 231.0 million in 2009 to Ps. 250.8 million in 2010, due principally to an increase in the revenues from commercial leasing as well as an increase in revenues from car parking and spaces rented for duty free stores, both of which were driven by an increase in passenger traffic.

At the Tijuana airport, revenues increased by 51.2% from Ps. 422.7 million in 2009 to Ps. 639.2 million in 2010, partially due to the addition of Ps. 113.8 million in revenues from improvements to concession assets in 2010 (revenues increased 24.3% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 29.7% from Ps. 334.8 million in 2009 to Ps. 434.2 million in 2010 at the Tijuana airport, due to a 21.7% increase in the maximum rate beginning

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January 2010 and a 7.1% increase in passenger traffic during the same period. Non-aeronautical revenues increased at the Tijuana airport by 3.9% from Ps. 87.9 million in 2009 to Ps. 91.3 million in 2010, principally due to an increase in car parking revenues and other commercial revenues driven by higher passenger traffic.

At the Los Cabos airport, revenues increased by 37.9% from Ps. 566.6 million in 2009 to Ps. 781.1 million in 2010, mainly due to the addition of Ps. 156.5 million in revenues from improvements to concession assets in 2010 (revenues increased 10.2% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 14.4% from Ps. 398.0 million in 2009 to Ps. 455.3 million in 2010 at the Los Cabos airport, due to the 10.4% increase in the maximum rate beginning January 2010 and a 4.8% increase in passenger traffic during the same period. Non-aeronautical revenues increased at the Los Cabos airport by 0.4% from Ps. 168.6 million in 2009 to Ps. 169.3 million in 2010, mainly due to an increase in revenues from commercial leasing.

At the Puerto Vallarta airport, revenues increased by 31.9% from Ps. 527.7 million in 2009 to Ps. 696.3 million in 2010, largely due to the addition of Ps. 113.5 million in revenues from improvements to concession assets in 2010 (revenues increased 10.4% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 13.1% from Ps. 387.4 million in 2009 to Ps. 438.1 million in 2010 at the Puerto Vallarta airport, due to the 10.5% increase in the maximum rate beginning January 2010 and a 3.4% increase in passenger traffic during the same period. Non-aeronautical revenues increased at the Puerto Vallarta airport by 3.1% from Ps. 140.3 million in 2009 to Ps. 144.7 million in 2010, due principally to an increase in revenues from rental car services, time-share developers, commercial leasing and duty free spaces due to an increase in passenger traffic.

At the Hermosillo airport, revenues increased by 17.9% from Ps. 151.9 million in 2009 to Ps. 179.1 million in 2010, largely due to the addition of Ps. 19.1 million in revenues from improvements to concession assets in 2010 (revenues increased 5.3% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 6.8% from Ps. 126.9 million in 2009 to Ps. 135.5 million in 2010 at the Hermosillo airport, due to the 10.0% increase in the maximum rate beginning January 2010, partially offset by a 3.1% decrease in passenger traffic during the same period. Non-aeronautical revenues decreased at the Hermosillo airport by 2.1% from Ps. 25.0 million in 2009 to Ps. 24.4 million in 2010, due to a decrease in revenues from commercial leasing and due to a decrease in passenger traffic.

At the Guanajuato airport, revenues increased by 22.6% from Ps. 148.7 million in 2009 to Ps. 182.3 million in 2010, mainly due to the addition of Ps. 23.1 million in revenues from improvements to concession assets in 2010 (revenues increased 3.1% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues increased by 6.3% from Ps. 122.4 million in 2009 to Ps. 130.0 million in 2010 at the Guanajuato airport, due to the 11.0% increase in the maximum rate beginning January 2010, partially offset by a decrease in passenger traffic. Non-aeronautical revenues increased at the Guanajuato airport by 11.0% from Ps. 26.3 million in 2009 to Ps. 29.2 million in 2010, due primarily to an increase in revenues from commercial leasing.

Revenues at our other 6 airports increased by 25.5% on an aggregate basis from Ps. 333.0 million in 2009 to Ps. 418.0 million in 2010, largely due to the addition of Ps. 71.4 million in revenues from improvements to concession assets in 2010 (revenues increased 4.1% taking into account only revenues from aeronautical and non-aeronautical services). Aeronautical revenues at these airports increased by 5.1% from Ps. 283.0 million in 2009 to Ps. 297.6 million in 2010, mainly due to a 2.2% increase in passenger traffic during the same period. Non-aeronautical revenues decreased by 1.8% from Ps. 50.0 million in 2009 to Ps. 49.1 million in 2010, due principally to a decrease in revenues from advertising and food and beverages spaces.

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Total Costs

Cost of Services

Cost of services, which is comprised of employee costs, maintenance, safety, security, insurance, utilities and other expenses, increased by Ps. 94.5 million, or 10.9%, from Ps. 869.3 million in 2009 to Ps. 963.9 million in 2010. Of the total increase, 56.1% was due to a Ps. 53.0 million allowance for doubtful accounts resulting from the insolvency of Grupo Mexicana. Higher consumption of electricity, security and maintenance costs increased Ps. 24.1 million. Utilities increased 14.1%, or Ps. 12.2 million, mainly due an increase in electricity charges which resulted from the elimination of electricity rate subsidies during 2010. Employee costs increased 2.7%, or Ps. 9.3 million, mainly due to an increase in salaries and benefits and an increase in training costs. Maintenance costs increased 3.4%, or Ps. 6.0 million, due to an increase in the cost of routine maintenance on terminal buildings, aprons, platforms, airbuses and walkways.

The main airports that contributed to the increase in the cost of services for the year ended December 31, 2010 were Guadalajara (cost of services increased 18.8%, to Ps. 271.4 million from Ps. 228.5 million in 2009, as consequence of a Ps. 39.9 million increase in the reserve for doubtful accounts related to Grupo Mexicana’s insolvency, representing 74.3% of the total reserve taken for Grupo Mexicana’s insolvency), Puerto Vallarta (cost of services increased 6.5%, to Ps. 122.8 million from Ps. 115.3 million in 2009; the reserve for doubtful accounts related to Grupo Mexicana’s insolvency was Ps. 0.3 million, representing 0.6% of the total reserve taken for Grupo Mexicana), Guanajuato (cost of services increased 4.0%, to Ps. 56.6 million from Ps. 54.4 million in 2009) and Tijuana (cost of services increased 4.0%, to Ps. 145.3 million from Ps. 139.8 million in 2009; the reserve for doubtful accounts was Ps. 1.6 million, representing 3.0% of the total reserve taken for Grupo Mexicana).

Technical Assistance Fee and Concession Tax

The technical assistance fee increased 14.9%, from Ps. 111.7 million in 2009 to Ps. 128.4 million in 2010. This increase was mainly due to an increase in operating income.

As a result of increased revenues (excluding revenues from improvements to concession assets as they do not form part of income for purposes of the government concession tax), government concession taxes increased 13.9%, from Ps. 162.5 million in 2009 to Ps. 185.0 million in 2010.

Depreciation and Amortization

Depreciation and amortization increased 6.2%, from Ps. 828.8 million in 2009 to Ps. 879.9 million in 2010, mainly due to increasing infrastructure to fulfill the Master Development Programs and our commitment to provide better services to our clients. The amortization of concessions did not fluctuate materially.

Cost of improvements to concession assets

In 2010, as a result of the adoption of INIF 17, the cost of improvements to concession assets was Ps. 657.1 million. The effects of recognition of this interpretation were applied prospectively, as required by the interpretation. The cost of improvements to concession assets are closely correlated with the capital expenditures committed under our Master Development Programs for construction and upgrades of our airports’ infrastructure. Because we hire a third party to provide the construction and upgrade services, such costs are equal to the amounts paid to such third parties.

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Operating Costs by Airport

Operating costs at each of our airports increased, mainly due to the addition of the cost of improvements to concession assets as a result of the adoption in 2010 of INIF 17. As mentioned above, the cost of improvements to concession assets are closely correlated with the capital expenditures committed under our Master Development Programs for construction and upgrades of our airports’ infrastructure and do not represent cash out-flows.

Operating costs for the Guadalajara airport were Ps. 825.6 million in 2010, a 42.5% increase from the Ps. 579.4 million recorded in 2009. This increase was primarily due to the addition of the cost of improvements to concession assets of Ps. 159.7 million in 2010 (operating costs increased 14.9% without including the cost of improvements to concession assets). Operating costs also increased in 2010 as a result of a greater allowance for doubtful accounts due to the insolvency of Grupo Mexicana equal to Ps. 39.9 million or 74.3% of the total reserve for Grupo Mexicana. Additionally the cost of maintenance, security and utilities increased Ps. 8.2 million and depreciation and amortization increased Ps. 27.4 million.

Operating costs for the Tijuana airport increased to Ps. 450.8 million in 2010 from the Ps. 321.6 million recorded in 2009. This increase was partially due to the addition of the cost of improvements to concession assets of Ps. 113.8 million in 2010 (operating costs increased 4.8% without including the cost of improvements to concession assets). The allowance for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 1.6 million or 3.0% of the total reserve for Grupo Mexicana. Additionally the cost of maintenance and utilities increased Ps. 3.8 million and depreciation and amortization increased Ps. 4.4 million.

Operating costs for the Los Cabos airport increased to Ps. 399.0 million in 2010, a 71.0% increase from the Ps. 233.4 million recorded in 2009. This increase was mainly due to the addition of the cost of improvements to concession assets of Ps. 156.5 million in 2010 (operating costs increased 3.9% without including the cost of improvements to concession assets). The allowance for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 0.7 million or 1.3% of the total reserve for Grupo Mexicana. Additionally, the cost of utilities increased Ps. 2.3 million and depreciation and amortization increased Ps. 6.8 million.

Operating costs for the Puerto Vallarta airport were Ps. 399.9 million in 2010, a 48.1% increase from the Ps. 270.0 million recorded in 2009. This increase was primarily due to the addition of the cost of improvements to concession assets of Ps. 113.5 million in 2010 (operating costs increased 6.1% without including the cost of improvements to concession assets). The allowance for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 0.3 million or 0.6% of the total reserve for Grupo Mexicana. Additionally the cost of utilities increased Ps. 3.3 million and depreciation and amortization increased Ps. 3.7 million.

Operating costs for the Hermosillo airport increased only slightly to Ps. 140.3 million in 2010, a 18.3% increase from the Ps. 118.6 million recorded in 2009. This increase was due to the addition of the cost of improvements to concession assets of Ps. 19.1 million in 2010 (operating costs increased 2.2% without including the cost of improvements to concession assets). Additionally, the cost of maintenance and utilities increased Ps. 2.7 million and depreciation and amortization increased Ps. 4.9 million.

Operating costs for the Guanajuato airport were Ps. 135.6 million in 2010, a 25.1% increase from the Ps. 108.4 million recorded in 2009. This increase was due to the addition of the cost of improvements to concession assets of Ps. 23.1 million in 2010 (operating costs increased 3.8% without including the cost of improvements to concession assets). Additionally depreciation and amortization increased Ps. 2.9 million.

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Operating costs for our 6 other airports were Ps. 451.5 million in 2010, a 23.9% increase from the Ps. 364.5 million recorded in 2009. This increase was primarily due to the addition of the cost of improvements to concession assets of Ps. 71.4 million in 2010 (operating costs increased 4.2% without including the cost of improvements to concession assets). The allowance for doubtful accounts due to the insolvency of Grupo Mexicana was Ps. 11.1 million or 20.7% of the total reserve for Grupo Mexicana.

Income from Operations

Operating income increased 20.5%, from Ps. 1.29 billion in 2009 to Ps. 1.56 billion in 2010. This increase was primarily due to increases in both our maximum tariffs and passenger traffic, which were partially offset by increases in operating cost such as maintenance (Ps. 6.0 million), security (Ps. 5.4 million), utilities (Ps. 12.8 million), professional services (Ps. 26.6 million), allowance for doubtful accounts (Ps. 53.0 million) and depreciation and amortization (Ps. 51.1 million). Despite the increase in operating income, our operating margin decreased 390 basis points, from 39.6% in 2009 to 35.7% in 2010, mainly due to the impact of the adoption of INIF 17.

Income from Operations by Airport

Operating margin is calculated by dividing income from operations at each airport by total revenues for that airport. Because total revenues include revenues from improvements to concession assets as a result of the adoption in 2010 of INIF 17, operating margin results for 2010 will not be comparable with operating margin results for 2009 or other previous periods.

Operating income for the Guadalajara airport increased by 21.6% from Ps. 536.2 million in 2009 to Ps. 652.1 million in 2010, primarily due to an increase in passenger traffic. The operating margin decreased 400 basis points, from 48.1% to 44.1% (operating margin increased 140 basis points to 49.5% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Tijuana airport increased by 86.4% from Ps.101.1 million in 2009 to Ps. 188.5 million in 2010, primarily due to increases in both our maximum tariffs and passenger traffic. The operating margin increased 560 basis points from 23.9% to 29.5% (operating margin increased 1,200 basis points to 35.9% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Puerto Vallarta airport increased by 15.0% from Ps. 257.7 million in 2009 to Ps. 296.4 million in 2010, primarily due to an increase in passenger traffic. The operating margin decreased 620 basis points from 48.8% to 42.6% (operating margin increased 200 basis points to 50.8% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Los Cabos airport increased by 14.7% from Ps. 333.2 million in 2009 to Ps. 382.1 million in 2010, primarily due to an increase in passenger traffic and in our maximum tariffs. The operating margin decreased 990 basis points from 58.8% to 48.9% (operating margin increased 240 basis points to 61.2% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Hermosillo airport increased by 16.2% from Ps. 33.3 million in 2009 to Ps. 38.7 million in 2010, primarily due to an increase in aeronautical revenues. The operating margin decreased 30 basis points from 21.9% to 21.6% (operating margin increased 230 basis points to 24.2% taking into account the sum of aeronautical and non-aeronautical revenues only).

Operating income for the Guanajuato airport increased by 15.9% from Ps. 40.3 million in 2009 to Ps. 46.7 million in 2010, primarily due to an increase in our maximum tariffs, partially offset by a reduction in our passenger traffic. The operating margin decreased 150 basis points from 27.1% to 25.6% (operating margin increased 220 basis points to 29.3% taking into account the sum of aeronautical and non-aeronautical revenues only).

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Loss from operations for our 6 other airports increased by 6.0% to a loss of Ps. 33.4 million in 2010 from a loss of Ps. 31.6 million in 2009. The increase in the loss from operations was primarily due to a proportionately higher increase in the cost of services and depreciation and amortization than in revenues.

Comprehensive Financing Result

Net comprehensive financing income in 2010 decreased by Ps. 20.0 million, or 34.3%, to Ps. 38.2 million in 2010 from Ps. 58.2 million in 2009. This decrease resulted mainly from a Ps. 59.7 million increase in our interest expense for 2010, principally due to interest on the bank loans used to finance our investments. A larger portion of such interest was capitalized in 2009 as compared to 2010, due to the construction of Terminal 4 at our Los Cabos airport in 2009. In 2010, construction, and consequently interest capitalization, was temporarily suspended. Construction will recommence in 2011, and the corresponding interest expense for 2011 will again be capitalized. This was offset by a smaller exchange loss of Ps. 14.5 million as compared to an exchange loss of Ps. 26.1 million during 2009. In addition, we had a smaller loss in our embedded derivatives of Ps. 4.8 million in 2010 as compared with a loss of Ps. 25.4 million in 2009 as a result of the appreciation of the Mexican peso. These decreases were partially offset by a Ps. 7.5 million increase in net interest income.

Income Taxes

Income taxes for 2010 resulted in a expense of Ps. 95.4 million, which principally consisted of the following: (a) current income tax expense for the year of Ps. 482.0 million, (b) a decrease in the valuation allowance for the asset tax recovery of Ps. 11.5 million, stemming from revised financial projections at certain of our airports, (c) cancellation of recoverable income tax of Ps. 84.2 million. All of those effects were partially offset by a deferred income tax reduction of Ps. 461.2 million. Our effective tax rate decreased from 11% for 2009 to 6% in 2010. The decrease is partially due to a decrease in the fiscal amortization rates of the Manzanillo and Los Mochis airports’ concession in 2010, which resulted in an increase in the fiscal values of these concessions, thereby decreasing the related deferred income tax liability. The corresponding effect on taxable income was a decrease in the tax losses generated at these two airports. However, as the deferred tax assets for tax loss carryforwards are fully reserved, they did not offset the aforementioned decrease in the deferred income tax liability generated by the change in the fiscal amortization rates. As a consequence, deferred income tax expense only reflected the reduction of the change in the deferred income tax liability, thereby generating a reduction in our effective tax rate. This was further, and more significantly, affected by an increase in the inflation rate from 3.6% to 4.4%, which thereby increased the fiscal value of our concessions to exceed their accounting value, resulting in an additional benefit to our effective tax rate at these airports. Although, income tax expense decreased from 2009 driven by the foregoing factors, current income tax increased Ps. 112.5 million from 2009 to 2010 mainly due to the 19.0% increase in income before taxes.

Net Income

Net income increased Ps. 300.7 million, mainly due to the Ps. 265.5 million increase in operating income and a significant decrease of Ps. 45.5 million in income tax expense, partially offset by the Ps. 19.9 million decreases in comprehensive financing income. Our net income increased 25.1%, from Ps. 1.20 billion in 2009 to Ps. 1.50 billion in 2010. Net margin decreased from 36.7% in 2009 to 34.3% in 2010, due to the aforementioned factors (net margin increased to 40.4% taking into account the sum of aeronautical and non-aeronautical revenues only).

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Liquidity and Capital Resources

Historically, our operations had been funded through cash flow from operations, and we did not incur any significant indebtedness until 2007. The cash flow generated from our operations has generally been used to fund operating costs and capital expenditures, including expenditures under our Master Development Programs, and the excess of our cash flow has been added to our accumulated cash balances. In addition, in 2009, 2010 and 2011, we used Ps. 1.20 billion, Ps. 1.00 billion and Ps. 1.04 billion respectively, of our cash balances for the payment of dividends.

At December 31, 2009, 2010 and 2011, we had Ps. 2.17 billion, Ps. 2.35 billion and Ps. 2.13 billion of cash and cash equivalents, and Ps. 279.6 million, Ps. 233.9 million and Ps. 278.3 million of financial investments held for trading purposes, respectively. These increases in 2011 were due in part to new funds from a bank loan of Ps. 1.01 billion, used for capital expenditures in 2011. We believe our working capital and resources expected to be generated from operations, in conjunction with the proceeds from our credit agreements, will continue to meet our present operating requirements.

Cash Flows

In 2011, we generated Ps. 2.29 billion from operating activities, principally reflecting income from operations after taking into consideration non-cash charges such as depreciation and amortization. Income generated from operations was mainly used to make dividend payments of Ps. 780.0 million on May 31, 2011 and Ps. 255.1 million on November 29, 2011, to invest approximately Ps. 272.4 million in machinery, equipment and improvements to our airport facilities and to repurchase Ps. 777.5 million in shares.

In 2010, we generated Ps. 2.58 billion from operating activities, principally reflecting income from operations after taking into consideration non-cash charges such as depreciation and amortization. Income generated from operations was mainly used to make dividend payments of Ps. 750.0 million on June 15, 2010 and Ps. 250.0 million on August 19, 2010, to invest approximately Ps. 427.8 million in machinery, equipment and improvements to our airport facilities and to repurchase Ps. 609.8 million in shares.

In 2009, we generated Ps. 2.21 billion from operating activities, principally reflecting income from operations after taking into consideration non-cash charges such as depreciation and amortization. Income generated from operations was mainly used to make dividend payments of Ps. 870.0 million on May 25, 2009 and Ps. 330.0 million on November 3, 2009 and to invest approximately Ps. 129.1 million in machinery, equipment and improvements to our airport facilities.

Indebtedness

On December 9, 2009, our Guanajuato, Guadalajara, Hermosillo and Puerto Vallarta airports entered into unsecured credit agreements with cross guarantees provided by the individual airports with Banamex and HSBC for Ps. 325.7 million from each institution, for a total of Ps. 651.4 million. The loans accrue interest at a variable TIIE rate plus 350 basis points, with principal and interest to be paid quarterly for a period of seven years. Under these contracts with both banks, the airports have to comply with the following covenants, among others: (i) limitation on the use of proceeds for the financing of capital expenditures and working capital, (ii) do not constitute, assume or permit that any obligation exist on any of its goods (iii) restrictions on the incurrence of other debt by any subsidiary of each airport receiving a disbursements, if any, (iv) prohibition on the merger of the airport receiving the disbursement (or any of its subsidiaries) with any other company, (v) prohibition on the sale or transfer of assets from each airport receiving a disbursement in an amount greater than Ps. 1.0 million, unless the sale occurs in the regular course of business, (vi) maintenance of certain financial ratios and (vii) prohibition of dividends or reimbursement of capital if the airports are unable to fulfill their obligations under the credit agreement.

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In December 2009, the first tranche was disbursed to Guadalajara International Airport (Ps. 97.0 million), Guanajuato International Airport (Ps. 27.0 million) and Hermosillo International Airport (Ps. 19.8 million). The second tranche was disbursed on February 3, 2010 to Guadalajara International Airport (Ps. 246.1 million), Guanajuato International Airport (Ps. 49.0 million), Hermosillo International Airport (Ps. 44.1 million) and Puerto Vallarta International Airport (Ps. 168.4 million).

In connection with the loans entered into on December 9, 2009, each of those airports entered into a cash flow hedge with Banamex to hedge interest rate risk, which sets a ceiling of 7% on the TIIE, stipulated in the loan agreements (representing the strike price of the hedge), which when added to the 350 basis points established in the loan agreements and the related hedge agreement, results in an effective maximum interest rate of 10.50%. The effective date of the hedge begins in the fourth year of the related debt agreement and extends to the end of the term of the debt. This hedge applies to both loans issued by Banamex and HSBC.

The fair value of our hedging derivative financial instrument was an asset of Ps. 7.1 million as of December 31, 2010 and of Ps. 4.5 million as of December 31, 2011.

On May 26, 2011, we entered into an additional line of credit for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports, to finance working capital and capital investments previously committed pursuant to our Master Development Programs at these airports for the years 2011 and 2012, for a total amount of Ps. 1.02 billion with HSBC, represented by unsecured credit agreements with cross guarantees provided by the individual airports. The loans bear interest at the variable 28-day TIIE rate plus 165 basis points and require quarterly principal and interest payments over a period of seven years. During 2011 Ps. 659.5 million were disbursed, the remaining Ps. 364.5 million will be disbursed during 2012.

On June 6, 2011, we entered into an additional line of credit for the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports, to finance working capital and capital investments previously committed pursuant to our Master Development Programs at these airports for the years 2011 and 2012, for a total amount of Ps. 551.4 million with Banamex, represented by unsecured credit agreements with cross guarantees provided by the individual airports. The loans bear interest at the variable 91-day TIIE rate plus 135 basis points for the 2011 disbursements and at the variable 91-day TIIE rate plus 143 basis points for the 2012 disbursements. The loan requires quarterly principal and interest payments over a period of seven years from the date of the disbursement. Ps. 355.1 million in funds from this line were disbursed on different dates during 2011. The remaining Ps. 196.3 million was to be disbursed during 2012. However, on March 16, 2012, Banamex notified the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports that based on article 294 of Mexico’s Negotiable Instruments and Credit Operations Law (Ley General de Títulos y Operaciones de Crédito) and pursuant to clause XXIV of the credit agreement entered into with these airports, Banamex would not make any future disbursements outlined in clause V of the credit agreement. Although our legal department is reviewing the consequences of the notification and how to proceed, the outstanding Ps. 196.3 million will not be disbursed by Banamex, and we will seek other financing options to cover the amount not disbursed.

Capital Expenditures

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

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In December 2009, the Ministry of Communications and Transportation approved our Master Development Programs for each of our airports for the 2010 to 2014 period. This 5-year program will be in effect from January 1, 2010 until December 31, 2014.

The following table sets forth our historical capital expenditures for the years indicated.

Capital Expenditures

Year ended December 31,	(thousands of pesos)
2011	Ps.	1,287,072	(1)
2010		935,513	(1)
2009		542,114	(1)

(1) Expressed in nominal pesos.

In 2011, we spent Ps. 1.29 billion on capital expenditures, principally for terminals, equipment for the inspection of checked baggage, runways and aprons. On December 15, 2011, we established two trusts to set aside the financing needs for the expansion of the main Terminal at our Tijuana airport and for the new Terminal 4 at our Los Cabos airport, respectively. The funds set aside in these trusts will be used exclusively to make payments from work on each of the projects. In 2010, we spent Ps. 935.5 million on capital expenditures, principally for terminals, equipment for the inspection of the checked baggage, runways and aprons. In 2009, we spent Ps. 542.1 million on capital expenditures, principally for runways and aprons. See “Item 4. History and Development of the Company – Master Development Programs” for more detail on our historical capital expenditures.

During 2009, 2010 and 2011, 26.6%, 34.8% and 39.7% and respectively, of our capital expenditures were funded by cash flows from operations, while the remaining balance was funded with bank loans. We currently intend to fund the investments and working capital required by our business strategy through cash flow from operations and from the indebtedness described above.

Share Repurchase Program

At the General Ordinary Shareholders’ Meeting held on April 28, 2009, a stock buy-back program for Series B shares was approved under the Mexican Securities Law rules, for a maximum amount of Ps. 864.3 million for the period from April 28, 2009 to April 27, 2010. During this period we did not repurchase any shares. At the General Ordinary Shareholders’ Meeting held on April 27, 2010, the maximum amount approved for repurchase of shares or credit instruments that represent these shares was cancelled. At the General Ordinary Shareholders’ Meeting held on April 27, 2010, no stock buy-back program for Series B shares was approved for the period from April 27, 2010 to April 27, 2011. However, at the subsequent General Ordinary Shareholders’ Meeting held July, 22 – 25, 2010, a stock buy-back program for Series B shares was approved under the Mexican Securities Law rules, for a maximum amount of Ps. 1.00 billion from July 25, 2010 to April 27, 2011. During that period we purchased 20,217,600 shares at an average price of Ps. 45.20 for Ps. 913.8 million. These shares represent 3.6% of our total outstanding shares. At the General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program for Series B shares was approved for a maximum amount of Ps. 473.5 million for the twelve months following April 27, 2011. During that period we purchased 10,061,800 shares at an average price of Ps. 47.06 for Ps. 473.5 million. These shares represent 1.8% of our total outstanding shares.

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Critical Accounting Policies

We prepare our audited consolidated financial statements in conformity with MFRS. As such, we are required to make estimates, judgments and assumptions that affect (i) certain reported amounts of our assets and liabilities, (ii) the disclosure of our contingent assets and liabilities at the date of the financial statements, (iii) recoverability of deferred tax assets as well as tax contingencies and (iv) certain reported amounts of revenues and expenses during the reporting period. We base our estimates and judgments on our historical experience, on technical merits for tax positions, on financial projections and on various other reasonable factors that together form the basis for making judgments about the carrying values of our assets and liabilities. Our actual results may differ from these estimates under different assumptions or conditions. We evaluate our estimates and judgments on an ongoing basis. Our significant accounting policies are described in Note 3 to our audited consolidated financial statements.

We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

Contingencies and Provisions

We are a party to a number of legal proceedings. Under generally accepted accounting principles, liabilities are recognized in the financial statements when a loss is both estimable and probable. If the loss is neither probable nor estimable or if the likelihood of a loss is remote, no amounts are recognized in the financial statements.

Allowance for doubtful accounts

We systematically and periodically review the aging and collection of our accounts receivable and record an allowance for doubtful accounts when evidence exists that they will not be fully recoverable. We believe such risk is adequately covered by guarantee deposits in cash or other kind of guarantees by clients.

Income Taxes

In conformity with NIF D-4, Income Taxes, of MFRS, we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. At December 31, 2011, we recorded, within the long-term deferred income tax asset, an estimated amount of recoverable asset tax paid (Ps. 345.0 million), based on financial projections that show that we will recover the excess of asset tax over income tax relating to our Guanajuato, Guadalajara, Puerto Vallarta and Tijuana airports. As a result of changes in Mexican tax law, (See “Item 5 – Operating and Financial Review and Prospects – Taxation”), the asset tax balance may be recovered through rebates of up to 10% of the total asset tax paid out and pending recovery over the next ten years (starting in 2008), provided that this sum does not exceed the difference between the income tax paid during the period and the asset tax paid during the years 2007, 2006 and 2005, whichever is lower, whenever the income tax exceeds asset tax in any of those years. Additionally, we have recorded a tax loss carryforward, expiring on 2048 as permitted by the Mexican tax authorities for concession operation relating to our Aguascalientes and Morelia airports and GAP itself, which has ten years to apply its tax loss. We regularly review our deferred tax assets for recoverability and, if necessary, establish a valuation allowance based on historical taxable income, projected future taxable income and related income tax expense compared to future estimated asset tax and the expected timing of the reversals of existing temporary differences. If these estimates and related assumptions change in the future, we may be required to make additional adjustments to our deferred tax assets, which may result in a reduction of, or an increase in, income tax expense. Beginning October 2007, and according to Interpretation of Financial Reporting Standard 8, Effects of the Business Flat Tax, based on our financial projections from 2012-2015,

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we must determine whether we will incur regular income tax or the new Business Flat Tax, or IETU, and, accordingly, recognize deferred taxes based on that expectation. In 2011, we canceled the recoverable income taxes paid on dividends for a total amount of Ps. 0.6 million, as we do not believe we will recover that amount in future years. Every year we review the amount of income taxes paid on dividends according to our financial projections and determine the amount that could be recovered.

In accordance with the Income Tax Law of 2011, the income tax rate applicable is 30% for 2011 and 2012, 29% for 2013 and 28% from 2014 onwards, additionally, beginning in 2010, the IETU rate is 17.5%, and it was 17% in 2009. We have recalculated our deferred tax assets and liabilities using the appropriate tax rates depending on when the tax differences triggering the deferred tax asset or liability will be reversed.

Impairment in the Value of Long-Lived Assets

We must test for impairment when indicators of potential impairment in the carrying amount of tangible and intangible long-lived assets in use exist, unless there is conclusive evidence that the indicators of impairment are temporary. An impairment is recorded when the carrying amount of long-lived assets exceeds the greater of the present value of future net cash flows provided by the assets or the net sales price upon disposal. Present value of future net cash flows is based on management’s projections of future operations, discounted using current interest rates. Our evaluations throughout the year and up to the date of this filing did not reveal any impairment of tangible and intangible long-lived assets. We can give no assurance that our evaluations will not change as a result of new information or developments which may change our future projections of net cash flows or the related discount rates and result in future impairment charges.

New Accounting Pronouncements

Our financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. Note 27 to our audited consolidated financial statements discuss new accounting pronouncements under MFRS that will come into effect in 2012, as it relates to our subsidiaries that are not required to adopt IFRS. However, it is important to note that beginning for all periods after January 1, 2012 we will be reporting in IFRS.

Mexican issuers with securities listed on a Mexican securities exchange will be required to prepare financial statements for periods beginning after January 1, 2012 in accordance with IFRS as adopted by the IASB. The U.S. Securities and Exchange Commission permits foreign private issuers to prepare their financial statements in accordance with IFRS without having to provide a reconciliation to U.S. GAAP and therefore the recent U.S. GAAP pronouncements that become effective in 2012 have not been presented as they will not be applicable to us.

Principal Differences Between MFRS and U.S. GAAP

Our audited consolidated financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. See Note 29 to our audited consolidated financial statements for a discussion of these differences and the effect on our result of operations. Consolidated net income under U.S. GAAP was Ps. 1.48 billion, Ps. 1.72 billion and Ps. 1.80 billion for the years ended December 31, 2009, 2010 and 2011, respectively.

The principal differences between MFRS and U.S. GAAP as they relate to us are i) the treatment of our investments in our concessions, the rights to use our airport facilities and revenues and cost of improvements to concession assets, ii) the recognition of the fair value of embedded derivatives, iii) the treatment of AMP’s portion of shares held in trust, which are forfeitable, iv) the treatment of employee postretirement benefits and v) the effects of these adjustments on deferred income taxes. Each of these differences affects both consolidated net income and shareholders’ equity.

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Off-balance Sheet Arrangements

We are not party to any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2011.

	Payments due by period
Contractual Obligations	Total		Less than 1 year(4)		1-3 years		3-5 years		More than 5 years
	(in millions of pesos)
Master Development Programs (1)(5)	Ps.	1,227.3	Ps.	562.2	Ps.	665.1		N/A		N/A
Purchase Obligations (2)		177.0		59.1		117.9		N/A		N/A
Bank Loans		2,023.6		411.4		1,090.4		247.6		274.2
Interest from Bank Loans (6)		415.8		139.5		230.8		28.6		16.9
Operating Lease Obligations (3)		16.2		8.4		7.8		N/A		N/A
Total	Ps.	3,859.9	Ps.	1,180.6	Ps.	2,112.0	Ps.	293.1	Ps.	274.2

(1) Figures expressed in constant pesos as of December 31, 2007 based on the Mexican Producer Price Index, construction sector, materials, equipment rental and fees sector segment (Índice Nacional de Precios al Productor, sector construcción, materiales, alquiler de maquinaria y remuneraciones).

(2) Reflects a minimum fixed annual payment of U.S.$ 4.0 million required to be paid under our technical assistance agreement, assuming an average exchange rate of Ps. 13.1 per U.S. dollar and an annual U.S. inflation rate of 2.0%. The amount ultimately to be paid in any year will depend on our profitability.

(3) Includes leasing of buildings and vehicles.

(4) Amount for less than one year corresponds to obligations for 2012.

(5) In the fifth year of the Master Development Programs (2014), a negotiation will take place with the Ministry of Communications and Transportation to determine the new Master Development Program commitments for the subsequent five-year period (2015-2019).

(6) For the interest calculations, we determined the interest payments using a fixed interest rate of 8.52% for the loans contracted in 2007, using an estimated rate of 8.37% for the loans contracted in 2009, and an estimated rate of 6.22% for the loans contracted in 2011. See “Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness”.

Item 6. Directors, Senior Management and Employees

Directors

The board of directors is responsible for the management of our business. Pursuant to our bylaws, our board of directors generally must consist of 11 members. Under Mexican law, at least 25 percent of our directors must be independent (as determined by our shareholders at each annual general ordinary shareholders’ meeting in applying the provisions of our bylaws and relevant Mexican and other law). Currently, the board of directors consists of 11 directors.

Our bylaws provide that the holders of Series BB shares are entitled to elect four members to the board of directors and their alternates. Our remaining directors are elected by the holders of our Series B shares (who do not elect alternates). Under our bylaws, each shareholder or group of shareholders owning 10% of our capital stock in the form of Series B shares is entitled to elect one member to the board of directors. Also our bylaws prevent any Series B shareholders, individually, or together with related parties, from appointing more than one board member, even if the shareholder owns more than 10% of our outstanding capital stock (because any shares in excess of the 10% maximum do not have any voting rights under our bylaws). The other directors to be elected by the holders of our Series B shares are elected by majority vote of all holders of Series B shares present at the shareholders’ meeting, except for those Series B shareholders that already participated in any 10% board member designation. Directors are elected for one-year terms at the ordinary shareholders’ meeting.

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The composition of our board of directors as of the date of this report, as it is understood by our management, is set forth in the following table, which lists the title, date of appointment, age and alternate of each of our current directors.

At our April 27, 2011, General Shareholder’s Meeting, Grupo México, at that time, owner of 20.0% of our total shares, indicated its intent to appoint two members of our board of directors, one for every 10% of our shares it held. However, as was mentioned previously, according to our bylaws, ownership of our common stock is limited to 10%, and consequently, the right of representation on our board of directors and the right to vote at our shareholders’ meetings is also limited to 10%. Consequently, during the meeting, the request of Grupo México was rejected, and Grupo México was asked to appoint a single board member in accordance with their rights under our bylaws. Grupo México did not determine which of the two individuals it put forth as its candidates to the board of directors would be appointed, but Mr. Gallastegui Armella, previously appointed as Grupo México’s representative, was neither ratified nor removed from our board of directors by any party, including Grupo México. In response to the denial of its request to appoint two directors, Grupo México initiated legal action seeking to nullify the resolutions adopted regarding the designation of representatives of our Series B shares to our board directors. See “Item 8, Legal Proceedings – Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws” might affect the composition of our board. On May 27, 2011, a District Court provisionally suspended the related resolutions until a determination is made with respect to the validity of our bylaws. We appealed the decision on June 17, 2011, and a decision is still pending.

On August 3, 2011, two members of our board of directors that had been ratified on April 27, 2011, Ernesto Vega Velasco and José Manuel Rincón Gallardo, tendered their resignation. As a result of these resignations and the legal decision described above, on August 26, 2011, in accordance with Mexico’s Securities Market Law and our bylaws, our board of directors appointed Jaime Cortés Rocha, Francisco Glennie y Graue, José Alejandro Casas González, Carlos Eduardo Bravo Almenar and León Falic by co-optation as independent directors of our board. In addition, the board of directors appointed Eduardo Gallastegui Armella as the representative for Grupo México on our board of directors. Finally, our board appointed José Alejandro Casas González, Carlos Eduardo Bravo Almenar and Jaime Cortés Rocha as members of our Audit Committee. On September 22, 2011, our board of directors appointed Carlos Cárdenas Guzmán as a provisional member of our board of directors. In addition Mr. Cárdenas replaced Mr. Casas as a member of the Audit Committee.

On October 25, 2011, Demetrio Ullastres Llorente tendered his resignation as a member of our board of directors. On February 23, 2012, our board of directors appointed Julián Fernández Rodes to replace Mr. Ullastres.

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Name	Title	Director since	Age		Alternate
Guillermo Díaz de Rivera Alvarez*	Chairman and Director (AMP)	June 2, 2010		55	Jorge Sepúlveda García
Julián Fernández Rodes*	Director (AMP)	February 23, 2012		33	Carlos del Río Carcaño
Javier Marín San Andrés*	Director (AMP)	August 1, 2001		55	Maria de los Reyes Escrig Teigeiro
Rodrigo Marabini Ruíz*	Director (AMP)	February 7, 2006		49	Vicente Grau Alonso
Francisco Glennie y Graue**	Director (Independent)	February 7, 2006		63	—
Carlos Cárdenas Guzmán**	Director (Independent)	September 22, 2011		61	—
León Falic**	Director (Independent)	June 2, 2010		41	—
José Alejandro Casas González**	Director (Independent)	August 26, 2011		56	—
Jaime Cortés Rocha**	Director (Independent)	June 2, 2010		65	—
Carlos Eduardo Bravo Almenar**	Director (Independent)	April 27, 2011		53	—
Eduardo J. Gallastegui Armella***	Director (Independent)	July 25, 2010		55	—

* Elected by AMP as holder of Series BB shares, which represents 15% of our capital stock.

** Independent directors elected to comply with the Securities Market Law (Ley del Mercado de Valores).

*** Director representing Grupo México as shareholder or group of shareholders owning 10% of our capital stock.

Guillermo Gerardo Díaz de Rivera Alvarez. Mr. Díaz de Rivera is the Chairman of the board of directors of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and a member of our board of directors since 2010. He is a partner with the law firm Díaz de Rivera y Mangino. Mr. Díaz de Rivera has served as professor of commercial law at the Universidad Nacional Autónoma de México since 1981 and at the Universidad Panamericana since 1980. He is a professor of commercial law and stock market law at the Instituto Mexicano del Mercado de Capitales, A.C., as well as having served as a visiting professor at the Universidad Bonaterra and the Universidad de La Habana. He is a legal consultant for various securities issuers and other market participants. He received his law degree from the Universidad Panamericana.

Julián Fernández Rodes. Mr. Fernández Rodes is a senior legal counsel for Abertis Infraestructuras, S.A. He has relevant experience in corporate and contract law in various European and American jurisdictions. He has advised Abertis in several high-profile transnational deals in the recent past. He previously worked as an associate for an international law firm based in Spain and focused his practice on corporate and commercial law and national and cross-border M&A. He holds a degree from the Universidad Cardenal Herrera- CEU and has a master’s degree in Corporate Law from the Instituto de Empresa. He is a member of the Milan (Italy) and Alicante (Spain) bar associations.

Javier Marín San Andrés. Javier Marín San Andrés is a member of our board of directors and has been since 2001. He is currently a director of Aeropuertos Españoles y Navegación Aérea, S.A. (AENA) and is in charge of the management and development of the airport network in Spain. He is also a member of the board of directors of Centro Logísticos Aeroportuarios, S.A. (serving as Vice President) and Ingeniería y Economía del Transporte, S.A., as well as several Mexican companies, including Aeropuertos Mexicanos del Pacífico, S.A. de C.V. and Colombian companies such as Aeropuertos del Caribe, S.A., Sociedad Aeroportuaria de la Costa, S.A., Aerocali, S.A. and Compañía de Extinción General de Incendios, S.A. In 1999, he was appointed Chief Executive Officer and General Director of AENA, which he joined in 1991 and where he served in various executive capacities until his appointment from 1993 to 1996 as General Director of Air Navigation and in 1997 as Director of Corporate Development, responsible for strategic planning of the initial international development of AENA as an airport operator. He has also served as the General Director of Civil Aviation at the Universidad Politécnica de Madrid, in the Experimental Center of the Eurocontrol Organization in Paris, as well as in the Indra Corporation Group. He holds a degree in Aeronautical Engineering from the Universidad Politécnica de Madrid and has a degree in Finance and Economics Management from the Chamber of Commerce in Madrid and a graduate degree in management from the IESE, Universidad de Navarra.

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Rodrigo Marabini Ruíz. Mr. Marabini has been a member of our board of directors since 2006, and has more than 20 years professional experience mostly in the airport and air navigation sectors. Since 2004, Mr. Marabini Ruíz has been CEO of AENA and a member of the Spanish Airports Executive Committee. In 1997, he joined AENA as Technical Director and subsequently took on the role of Director of Concessions and Services. Prior to 1997, he was a consultant in organizational, systems and business practices for the public and transportation industry for the firms Arthur Andersen and Andersen Consulting (currently Accenture) and as an independent consultant. He has served as a member of different boards of directors such as Aeropuertos Mexicanos del Pacífico S.A. de C.V., TBI, Plc (United Kingdom) and Airports Concession Development (United Kingdom). Mr. Marabini holds a degree in aeronautical engineering from the ETSIA (Polytechnic University) of Madrid, specializing in Airports, and a Diploma of Senior Management from the IESE Business School of Madrid.

Francisco Glennie y Graue. Francisco Glennie y Graue has been a member of our board of directors since 2006. He previously served as an alternate member of our board of directors and as a member of our audit committee. Since 2003, he has been affiliated with Challenger, Gray and Christmas, Inc., a U.S. human resources consulting firm, as its representative in Mexico City, following several years as an independent executive search consultant. He had previously served as vice-president of human resources for Pepsi Cola, Inc. in Mexico and as the director of human resources for the Latin America region of Frito Lay. Mr. Glennie y Graue has also served in human resources positions of increasing seniority at such companies as Unilever and Sabritas, one of Mexico’s leading snack food companies, following several years in various human resources positions at Ford Motor Company, Inc. Mr. Glennie y Graue obtained his B.A. in industrial relations at the Universidad Iberoamericana in Mexico City and has completed the Senior Management Program at the Instituto Panamericano de Alta Dirección de Empresa in Mexico City.

Carlos Cárdenas Guzmán. Mr. Cárdenas has been a member of our Board of Directors since 2011. He also serves as a member of our Audit Committee. Mr. Cárdenas is a public accountant with a degree from the Universidad Autónoma de Guadalajara and a master’s degree in Tax Law from the Universidad Panamericana (IPADE). He is a retired partner of Ernst & Young in Mexico. He also currently serves on the boards of directors and audit committees of numerous large Mexican companies. He serves as commissioner of Braskem Idesa SAPI, president of the board for Centro Medico ABC, director and president of the Audit Committee for CHG-El Camino SAPI, de C.V., and as a director for Reaseguradora Patria, S.A.B. He is also a member of several trade associations, most notably; he serves as the Vice-President of the Instituto Mexicano de Contadores Públicos, A.C.

León Falic. Mr. León Falic has been a member of our board of directors since 2010. He is President of Duty Free Americas, Inc., the largest duty-free operator in North America, which he acquired with his brothers in 2001. He is also a principal and the President of UETA Inc., a Panamanian wholesale distributor of luxury goods. Mr. Falic and his brothers also maintain significant investments in high-end fashion. In 2007, Mr. Falic and his brothers acquired a worldwide license to manufacture fragrances and cosmetics under the Perry Ellis brand name. They also acquired Christian Lacroix, the French fashion design house, in 2002, and Hard Candy LLC and Urban Decay, cosmetics manufacturers, in 2005, all from Louis Vuitton Moet Hennessy. In 1990, Mr. Falic partnered with Softbank and the Steinmetz Group to create proprietary software related to the cross-border movement of luxury goods. Mr. Falic also owns a store dedicated to the sale of high-end jewelry and watches.

José Alejandro Casas González. Mr. José Alejandro Casas González received a law degree from the Universidad Nacional Autónoma de México and a master’s degree from the Universidad Panamericana. He also completed several postgraduate courses, including “Economics and Corporate Law,” “Labor Law,” “Constitutional Law,” “Commercial Law” and “Financial Law,” among others, including courses on foreign investments matters. Mr. Casas has been a member of the Asociación Nacional de Abogados de Empresa. He also has been an independent director of several private and

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public companies. In addition, he is a founding partner of Abogados Casas González y Casas, S.C., where Mr. Casas has developed its professional activities as an independent lawyer for more than 30 years, offering legal, advisory and litigation services related to corporate law.

Jaime Cortés Rocha. Mr. Jaime Cortés Rocha has been a member of our board of directors since June 2010. He is a partner at the law firm of Cortés, Núñez Sarrapy. Mr. Cortés joined the firm in 2007. He was previously a partner at Mijares, Angoitia, Cortés y Fuentes, which he joined in 1995. Mr. Cortés served as General Counsel at Grupo Financiero GBM Atlántico beginning in 1992, and as Partner at Santamarina y Steta beginning in 1975. Mr. Cortés has a wide range of professional experience in commercial and financial law, including significant international arbitration and cross-border transactional experience. Mr. Cortés received his law degree from Universidad Nacional Autónoma de México in 1969, his L.LM from the University of Mississippi in 1970, and his M.B.A. from the Instituto Tecnológico de Monterrey in 1982. Mr. Cortés has lectured on commercial and financial law in several universities and is also widely published in these subject areas.

Carlos Eduardo Bravo Almenar. Mr. Carlos Eduardo Bravo Almenar was named to our board of directors during the April 27, 2011 General Shareholders’ Meeting. He is a private investor and strategic advisor to both startups and established corporations. Mr. Bravo is the CEO of Karlhaus LLC, an investment vehicle with activities in real estate brokerage and business acquisitions. He currently serves on the Boards of Embry Riddle Aeronautical University, EagleNet Ventures, Otto Aviation and Karlhaus. He also serves on the Executive Advisory Boards of the Embry Riddle Aeronautical Research Park and the Daytona Beach International Airport Partnership. Mr. Bravo previously served as Executive Officer at USinternetworking Inc., having led the merger that built that company.

Eduardo J. Gallastegui Armella. Mr. Eduardo Gallastegui has been a member of our board of directors since he was appointed by Grupo México, S.A.B. de C.V. in July 2010. In 1985, he became a founding partner of the law firm Gallestegui y Lozano, S.C. In 1998, his law firm formed a partnership with Holland & Knight, LLP, an international law firm headquartered in the United States. Prior to founding his own law firm, he was previously a partner at Vazquez Pando, Celis Azuela y Asociados from 1982 to 1985. Previously Mr. Gallastegui was an attorney with Noriega y Escobedo, S.C. and Gillette de México, S.A. de C.V. Mr. Gallastegui has a wide range of professional experience advising Mexican and foreign companies on matters of corporate governance, commercial and financial law, mergers and acquisitions, arbitration, telecommunications, antitrust, pharmaceuticals and foreign investments in Mexico. Mr. Gallastegui received his law degree in November 1978 from the Universidad Iberoamericana in Mexico City.

Executive Officers

Pursuant to our bylaws, the directors appointed by the holders of Series BB shares are entitled to appoint and remove our top-level executive officers.

The following table lists our top-level executive officers, their current positions and their dates of appointment as executive officers:

Name	Current position	Executive officer since	Age
Fernando Bosque Mohíno	Chief Executive Officer	January 1, 2011		58
Rodrigo Guzmán Perera	Chief Financial Officer	August 1, 2001		40
Sergio Enrique Flores Ochoa	General Counsel	February 8, 2002		59
Miguel Aliaga Gargollo	Investor Relations and Public Relations Officer	May 8, 2006		42
Jorge Luis Valdespino Rivera	Director of Human Resources and Quality Control	August 21, 2006		48
Raúl Revuelta Musalem	Director of Commercial Activities	September 1, 2009		35
José Ignacio Ascacíbar Martínez	Director of Technical Operations	April 1, 2010		48

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Fernando Bosque Mohíno. Mr. Bosque was named our Chief Executive Officer effective January 1, 2011. Fernando Bosque is a graduate in Economics and Business from the Universidad Autónoma de Madrid and has over 35 years of experience in the airport sector. He began his career in 1976 the Federal Aviation and Transportation Department in Spain. Recently, he served as the CEO of MBJ Airports Limited, in Montego Bay, Jamaica, appointed by Abertis. He has extensive knowledge of the airport industry having previously been the Chief Financial Officer of AENA Internacional, one of our strategic partners. He served as a member of ASUR’s Board, working as Ferrovial’s concession director, and consequently has a strong understanding of the privatization structure of Mexican Airports.

Rodrigo Guzmán Perera. Mr. Guzmán was named our Chief Financial Officer in August 2001. In 1999, Mr. Guzmán represented Union FENOSA, S.A. in its participation in AMP. Previously, he was the General Comptroller and Director of Tax Planning of Union FENOSA México, the Chief Financial Officer of Ibertec México, S.A. de C.V. (controlled by Union FENOSA) and the Chief Financial Officer of Ibersis México, S.A. de C.V. (controlled by Union FENOSA). Mr. Guzmán also served as Chief Financial Officer of Inversora del Noroeste, S.A. de C.V. and Fuerza y Energía de Hermosillo, S.A. de C.V. in 1998 and 1999. Mr. Guzmán received a degree in business from the Instituto Tecnológico Autónomo de México (ITAM).

Sergio Enrique Flores Ochoa. Mr. Flores was named our General Counsel in February 2002. Previously, he was the Manager of legal matters for the Mexican Airport and Auxiliary Services Agency and the Assistant District Attorney for the Federal District of Mexico. In addition, he was head of the legal department of INFONAVIT and Manager of legal matters for NAFIN. Mr. Flores received a degree in law as well as a master’s degree from the Universidad Nacional Autónoma de México (UNAM).

Miguel Aliaga Gargollo. Mr. Aliaga Gargollo was named our Director of Investor Relations in May 2006. He also serves as the Director of Public Relations. He has 12 years of experience in corporate finance and investor relations. Previously he served in various capacities at Grupo Financiero del Sureste, S.A. de C.V., including in the position of Risk Management Director. He also worked as the Investor Relations Officer at Industrias Bachoco, S.A.B. de C.V. Finally, he was formerly responsible for collections and portfolio development at Grupo Costamex, S.A. de C.V. Mr. Aliaga holds a degree in industrial engineering from the Universidad Nuevo Mundo in Mexico City and has an MBA degree from the Instituto de Empresa in Madrid, Spain.

Jorge Luis Valdespino Rivera. Mr. Valdespino was named our Director of Human Resources and Quality Control in August 2006. He has 14 years of experience as a human resources executive. He worked in the pharmaceutical industry at Searle de México, S.A. de C.V. as Human Resources Manager, and in the automotive industry at Valeo Group as Human Resources Director, and at Hella de México, S.A. de C.V. as Human Resources Corporate Director. Mr. Valdespino received an undergraduate degree in business administration and a postgraduate degree in human resources from the Universidad Tecnológica de México.

Raúl Revuelta Musalem. Mr. Revuelta was named our Director of Commercial Activities in September 2009. He has broad experience in the federal concessions industry. Mr. Revuelta joined our team in January 2006 as the Aeronautical Revenue and Airport Marketing Manager. Prior to that, he served as the Head of Finance at the Ministry of Communications and Transportation’s Privatization Unit (UACE) for six years. Mr. Revuelta holds a Bachelor’s Degree in Economics from the Instituto Tecnológico de Estudios Superiores de Monterrey (ITESM).

José Ignacio Ascacíbar Martínez. Mr. Ascacíbar was named our Chief Technical Officer in April 2010. Mr. Ascacíbar holds a degree in Aeronautical Engineering from the Universidad Politécnica de Madrid, as well as an MBA from the Instituto de Empresa in Madrid, a Certificate in Business Development from IESE in Madrid, a Masters in Airport Operations from ETSIA in Madrid and a

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Certificate in European Studies from C.I.F.E. in Madrid. In 1989, Mr. Ascacíbar began his career at Iberia, Líneas Aéreas de España, S.A., where he was Manager of Flight Programs. In 1995, Mr. Ascacíbar was the Director of Information Systems at Aeropuertos Españoles de AENA, in addition to being a member of Aeropuertos Españoles’ Executive Committee.

The business address of our directors and executive officers is our principal executive headquarters.

Compensation of Directors and Executives

For 2011, the aggregate compensation earned by our directors, alternate directors and executive officers was approximately Ps. 23.8 million, including compensation paid to the directors, alternate directors and executive officers of our operating subsidiaries (19 people in total). We have not established any pension, retirement or similar benefits or arrangements for these individuals.

None of our directors, alternate directors or executive officers is the beneficial owner of more than 1% of any class of our capital stock. None of our directors or executive officers is entitled to benefits upon termination under their service contracts with us, except for what is due to them according to the Mexican Federal Labor Law.

Board Committees

Our bylaws provide for four committees to assist the board of directors with the management of our business: an Operating Committee, an Audit and Corporate Practices Committee, an Acquisitions Committee and a Nominations and Compensation Committee. The Audit Committee, to which our bylaws have granted the duties provided for in the Securities Market Law for Mexican corporate practices committees, is the only legally required committee. The other committees have been established to assist the board of directors. The board of directors may establish further committees from time to time.

Operating Committee

The Operating Committee, which, pursuant to our bylaws, should have six members and three alternates, is responsible for, among other matters, proposing and approving certain plans and policies relating to our business, investments and administration, including approval of the Master Development Programs of our subsidiary concession holders, our dividend policy and investments of less than U.S.$ 3.0 million that are not provided for in our annual budget. Pursuant to our bylaws, the board of directors is authorized to appoint the six members of the Operating Committee. Board members elected by the holders of Series BB shares have the right to appoint three of the committee members. As of the date of this report, the proprietary members of the Operating Committee are Fernando Bosque Mohíno, the chief executive officer who presides over the committee, Rodrigo Marabini Ruíz, Laura Diez Barroso Azcárraga, Rodrigo Guzmán Perera, the chief financial officer, Raúl Revuelta Musalem, director of commercial activities and José Ignacio Ascacíbar Martínez, director of Technical Operations. Carlos del Río Carcaño, Vicente Emilio Alonso Diego and Eduardo Sánchez-Navarro Redo serve as alternates for Fernando Bosque Mohíno, Rodrigo Marabini Ruíz and Laura Diez Barroso Azcárraga, respectively.

Audit and Corporate Practices Committee

The Audit and Corporate Practices Committee, which must have a minimum of three members, the majority of whom must be members of our board of directors, is responsible, among other things, for (i) monitoring the compliance of our directors, officers and employees (and those of our subsidiaries) with our (and their) bylaws (estatutos sociales) and applicable law, (ii) naming, and supervising the work of, our independent auditors and (iii) receiving and investigating internal complaints or other information

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concerning our systems of internal control and other such matters. The Audit and Corporate Practices Committee is also responsible for reviewing our corporate governance and all related-party transactions (according to the requirements of our bylaws and the Mexican Market Law), including transactions with AMP. The members of the board of directors elected by the holders of Series BB shares are entitled to propose the appointment to the Audit and Corporate Practices Committee of the number of members representing 20% of the committee’s total members, but at least one member who must also fulfill applicable independence requirements. The president of this committee is elected at the annual shareholders’ meeting. The composition of the Audit and Corporate Practices Committee must at all times be compliant with all applicable laws and regulations, including independence requirements, for every jurisdiction in which our securities are listed or quoted. As of the date of this report, the members of the Audit and Corporate Practices Committee are Carlos Cárdenas Guzmán, Jaime Cortés Rocha and Carlos Eduardo Bravo Almenar.

Acquisitions Committee

The Acquisitions Committee is responsible for ensuring compliance with our procurement policies set forth in our bylaws. The committee is formed by two members and one alternate. Among other things, these policies require that the Acquisitions Committee approve any transaction or series of related transactions between us and a third party involving consideration in excess of U.S.$ 400,000 and that any contract between us, on the one hand, and AMP or any of its related parties, on the other hand, be awarded pursuant to a bidding process, which, in the case of AMP, must involve at least three other bidders. Our bylaws provide that a shareholders’ meeting will determine the number of members of the Acquisitions Committee, which must be composed primarily of members of the board of directors. The members of the board of directors elected by the holders of Series BB shares are entitled to appoint to the committee the number of members representing 20% of its total members but at a minimum, one member. As of the date of this report, the members of the Acquisitions Committee are Carlos del Río Carcaño and José Alejandro Casas González. Jorge Sepúlveda García was elected to serve as an alternate member to Carlos del Río Carcaño. A secretary has also been appointed who is not a member of the committee. In the case of a proposed transaction between us and AMP or any related party, we are required to invite, pursuant to the bylaws, at least three contractors to bid on the transaction and, in the case that a third-party contractor’s bid is equal to or less than AMP’s bid, the transaction is awarded to the third-party contractor.

Nominations and Compensation Committee

The Nominations and Compensation Committee is responsible for nominating candidates for election to our board of directors and making recommendations regarding the compensation of our directors and officers. The committee also serves in a corporate governance role within its subject-matter ambit. Our bylaws provide that a shareholders’ meeting will determine the number of members of the committee. The holders of the Series B and Series BB shares, each acting as a class, are each entitled to name one member of the Nominations and Compensation Committee. The remaining members of the committee, if any, are designated by the two members who were selected by the Series B and Series BB shareholders. If these two members are unable to reach agreement, the remaining members of the committee will be designated by the majority of the votes in the shareholders’ meeting, provided that, in such case, holders of the Series BB Shares will be entitled to appoint 20% of the members but at a minimum, one member. Members of the committee serve for a term of one year. At each annual shareholders’ meeting, the Nominations and Compensation Committee is required to present a list of candidates for election as directors for the vote of the Series B shareholders. As of the date of this report, the members of the Nominations and Compensation Committee are Jorge Sepúlveda García and Francisco Glennie y Graue. Rodrigo Marabini Ruíz had been elected to serve as an alternate member to Jorge Sepúlveda García.

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Employees

The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each year indicated.

Employees

	December 31,
	2009		2010		2011(2)
Categories of activity:
Airport operations		727		779		720
Airport maintenance		138		138		138
Administration(1)		172		169		185
Geographic location:
Guadalajara		241		245		194
Tijuana		127		127		127
Los Cabos		82		90		88
Puerto Vallarta		107		107		107
Hermosillo		59		67		66
Guanajuato		61		68		66
La Paz		42		47		47
Mexicali		44		46		47
Morelia		51		56		57
Aguascalientes		47		51		50
Los Mochis		38		42		41
Manzanillo		33		36		36
Total(1)		1,037		1,086		1,043

(1) Totals at December 31, 2009, 2010 and 2011 includes 105, 104 and 117 employees, respectively, of Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., our administrative services subsidiary located in Guadalajara.

(2) As of February 29, 2012 CORSA employed 511 people, SIAP employed 428 people and Puerta Cero Parking, S.A. de C.V. employed 104 people.

As of December 31, 2011, there were 49% non-unionized employees working for us. The remaining 51% employees were unionized. All of our unionized employees are members of local chapters of the Mexican National Union of Airport Workers (Sindicato Nacional de Trabajadores de la Industria Aeroportuaria y Servicios Similares y Conexos de la República Mexicana), an organization formed in 1998 whose members include employees of the Mexican Airport and Auxiliary Services Agency as well as of the three other airport groups (the Southeast Group, the Mexico City Group and the Central-North Group) operating in Mexico. Labor relations with our employees are governed by 12 separate collective bargaining agreements, each relating to one of our 12 airport subsidiaries, and negotiated by the local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. In 2010, we successfully renegotiated our collective bargaining agreement, thereby securing a favorable and productive work environment for our employees for 2011 and 2012. We believe that our relations with our employees are good, and the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico. During 2012, we will renegotiate the collective bargaining agreement.

We offer a savings plan available to all of our employees pursuant to which our employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw funds from their accounts on an annual basis. In 2009, 2010 and 2011, we made a total of Ps. 13.5 million, Ps. 14.0 million, and Ps. 15.1 million, respectively, in payments to employees’ accounts pursuant to the savings plan.

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Funds in the savings plan may be used to make loans to employees and are otherwise invested in securities listed on the Mexican Stock Exchange or in treasury bills issued by the Mexican Treasury Department.

Item 7. Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Prior to our initial public offering in 2006, the Mexican government owned 476,850,000 Series B shares, representing 85% of our issued and outstanding capital stock. After the offering, the Mexican government ceased to be a shareholder.

The following table sets forth information with respect to beneficial ownership of our capital stock as of March 20, 2012.

	Number of Shares			Percentage of total share capital
Identity of shareholder	B Shares		BB Shares	B Shares			BB Shares
AMP		—	84,150,000		—			15.0	%
Grupo México S.A.B. de C.V. (1)		161,236,965	—		28.74	%		—
Weston Hill Equity Holdings, LP (2)		25,676,290	—		4.58	%		—
Public (3)		289,936,745	—		51.68	%		—

(1) Based on the Form 13D filed on January 25, 2012 by Grupo México, S.A.B. de C.V. Grupo México, S.A.B. de C.V. held 20.00% of our total outstanding capital stock as the filing date of our previous Form 20-F Annual Report for the year ended December 31, 2010.

(2) Based on the Form 13D filed on October 18, 2010 by Weston Hill Equity Holdings, LP.

(3) Based on reports of beneficial ownership filed with the SEC, (i) Morgan Stanley Investment Management Inc. (U.S.) beneficially owned less than 5% of our Series B shares as of March 20, 2012, compared to 8.5% as of April 30, 2009, (ii) Fidelity Management & Research Company beneficially owned less than 5% of our Series B shares as of March 20, 2012 compared to 5.1% as of May 31, 2010, (iii) Fidelity Management & Research (UK), Inc beneficially owned less than 5% of our Series B shares as of March 20, 2012 compared to 5.1% as of May 31, 2010, (iv) Mondrian Investment Partners Limited beneficially owned less than 5% of our Series B shares as of March 20, 2012 compared to 5.68% as of January 5, 2011.

AMP holds all of our Series BB shares, representing 15% of our total share capital. Special rights and restrictions attached to our Series BB shares are described under “Item 4, Information on the Company – History and Development of the Company” and “Item 10, Additional Information – Voting Rights and Shareholders’ Meetings.” As of March 20, 2012, approximately 18.3% of our Series B shares were held in the form of ADSs. 64.9% of the holders of our ADSs (60 holders, including The Depository Trust Company) had registered addresses in the United States.

Announcement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer for our shares

On June 13, 2011, Grupo México, S.A.B. de C.V. (“Grupo México”) announced that it intended to acquire an additional 30% or more of our total outstanding capital stock. At the time, Grupo México had disclosed that it owned 20% of our total outstanding capital stock; in its most recent filing on Form 13D with the SEC on January 25, 2012, it disclosed that it owned 28.7% of our total outstanding capital stock.

Grupo México indicated that the tender offer would be subject to: a) receiving all necessary government approvals, including those from CNBV and the Federal Competition Commission; b) our refraining from re-introducing shares held in our treasury to the market under our share repurchase program; and c) there being no adverse material changes that would significantly affect our value.

Grupo México expressed its intention, once the tender offer was completed, to continue the current agreements between us and AMP, our strategic shareholder, regarding the operation of our

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airports. Additionally, Grupo México stated that if it did not hold at least 51% of our capital stock upon the conclusion of the tender offer, it would analyze whether to continue its purchase program or divest its holdings of our capital stock.

Articles X and XII of our bylaws, (i) limit the ability of Series B shareholders, directly or with related parties, other than AMP, to hold more than 10% of our outstanding capital stock, and any shares held in excess of that amount must be sold in a public offering; (ii) limit the voting rights of our Series B shareholders, individually or together with related parties, to 10% of our outstanding corporate stock, other than AMP; and (iii) limit the ability of any Series B shareholders, individually, or together with related parties, to appoint more than one board member (because any shares in excess of the 10% maximum do not have any voting rights under our bylaws), even if the shareholder owns more than 10% of our outstanding corporate stock.

As a result of Grupo México’s actions, on July 12, 2011, an individual shareholder who represents 0.00001% of our total outstanding capital stock filed a lawsuit against us and our directors and officers and obtained a decision ordering us and our directors and officers to take all legal measures necessary to maintain and protect our bylaws, specifically Articles X and XII, and to ensure that shareholders adhere to them.

Under Mexican law, before Grupo México’s tender offer could occur, the CNBV had to review and approve the request by Grupo México. In compliance with the decision of the court requiring us to defend our bylaws, we initiated a protection proceeding in federal court in order to defend our bylaws. We initiated a suit against the CNBV to prevent it from making a determination with respect to Grupo México’s tender offer. In addition, we filed a suit on February 15, 2012, against all Mexican stock brokers requiring them to adhere to our bylaws, and that would specifically enjoin them from acquiring our capital stock for Grupo México and its subsidiaries. See “Item 9, Litigation – Announcement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer.”

Grupo México commenced various legal proceedings seeking to modify our bylaws to eliminate the foregoing limitation and seeking the termination of AMP’s special controlling rights that stem from AMP’s ownership of our Series BB shares in order to challenge our corporate structure. See “Item 9, Legal Proceedings – Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws” and “Item 9, Legal Proceedings – Infraestructura y Transportes México, S.A. de C.V. (“ITM”) a subsidiary of Grupo México, seeks the termination of AMP’s special controlling rights.” On March 29, 2012, Grupo México announced that it had ended its tender offer for our shares. Grupo México, however, made no announcement regarding the various legal proceedings it has initiated against us.

AMP Trust, Bylaws and Shareholders’ Agreement

The rules governing the sale of our Series BB shares to AMP required that AMP place all of its Series BB shares in trust in order to guarantee AMP’s performance of its obligations under the technical assistance agreement and AMP’s commitment to maintain its interest in us for a specified period. Accordingly, AMP has placed its shares in trust with Bancomext. This trust provides that AMP may instruct Bancomext with respect to the voting of the shares held in trust that represent up to 10% of our capital stock; the remaining 5% is required to be voted in the same manner as the majority of all shares voted at the relevant shareholders’ meeting. Under our bylaws and the trust, AMP could not sell any of its Series BB shares before August 25, 2004. Since the end of this no-sale period, AMP has been permitted to transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may sell in any year up to 20% of its remaining 51% ownership interest in us represented by Series BB shares. The terms of the trust will be extended for an additional 15 years if, at the end of the initial 15-year term, AMP holds shares representing more than 10% of our capital stock. AMP may terminate the trust before the second 15-year term begins if: (i) AMP holds less than 10% of our capital stock at the end of the initial term; and (ii) the technical services agreement has been terminated. AMP is required to deposit in the trust any additional shares of our capital stock that it acquires.

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AMP’s shareholders have entered into a shareholders’ agreement that provides that AENA will have the right to appoint our director of technical operations, until August 25, 2014, meanwhile: i) the appointment of AMP’s representatives to our board of directors and board committees shall be made on a rotating basis, and ii) any right of AMP regarding the appointment of our chief executive officer, chief financial officer, director of investor relations, general counsel, director of human resources, director of commercial activities, the secretary of our board of directors and most other matters relating to AMP’s participation in us, must be made, in principle, pursuant the unanimous consent of AMP’s shareholders. Other mechanisms exist in case unanimous consent is not obtained to avoid deadlocks that might affect our operations.

Under the terms of the participation agreement and the trust agreement, AMP’s key partners are required to maintain their current 25.5% ownership interest in AMP until August 25, 2014. To the extent that a key partner acquires shares of AMP in excess of its current 25.5% interest, this additional interest may be sold without restriction. There can be no assurance that the terms of the participation agreement or the trust would not be amended to reduce or eliminate these ownership commitments. If AMP or any of its shareholders defaults on any obligation contained in the trust agreement, or if AMP defaults on any obligation contained in the participation agreement or the technical assistance agreement, after specified notice and cure provisions, the trust agreement provides that the trustee may sell 5% of the shares held in the trust and pay the proceeds of such sale to us as liquidated damages.

Shareholder Dispute and Resolution

Disputes among AMP’s shareholders had prevented voting on certain resolutions at our April 27, 2010 shareholders’ meetings, and eventually led to the suspension of trading of our shares on the Mexican Stock Exchange and NYSE from June 2, 2010 until June 14, 2010. The disputes among AMP’s shareholders also affected our shareholders’ meetings throughout 2010 and 2011, as certain of the shareholders of AMP argued that our board of directors was improperly constituted and consequently that the meetings were invalid. Additionally, AMP’s shareholders commenced litigation among each other and in some instances against us. On December 1, 2011, we received notice from AMP’s shareholders that they had entered into an agreement to end the dispute amongst each other and to terminate the legal proceedings they had commenced as a result of their conflicts. As a consequence, civil and commercial proceedings among AMP’s shareholders are in the process of being terminated (criminal proceedings that were initiated with the proper governmental entities cannot be terminated by AMP’s shareholders and will have to proceed according to law). Additionally, AMP’s shareholders agreed to a comprehensive mechanism for decision-making (primarily by consensus, but with specific mechanisms aimed at avoiding deadlocks that could affect our operations), and AMP’s shareholders will continue developing our business through the technical assistance agreement. They also affirmed their intent to defend the rights granted to them by the Mexican Government. The agreement further confirms the original ownership percentage in AMP of each of its three partners.

RELATED PARTY TRANSACTIONS

Arrangements with AMP and its Affiliates

The rules for the sale of the Series BB shares required AMP, us and the Ministry of Communications and Transportation to enter into a participation agreement, which established the framework for the technical assistance agreement and the Banco Nacional de Comercio Exterior, S.N.C., or Bancomext, trust agreement.

Pursuant to the technical assistance agreement and the participation agreement, AMP and its shareholders agreed to provide management and consulting services and transfer to us technical assistance and technical and industry expertise related to the operation of airports. The agreements have initial terms

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of approximately 15 years, expiring on August 25, 2014. The technical assistance agreement automatically renews for successive five-year terms unless one party provides the other a notice of termination at least 60 days prior to a scheduled expiration date. A decision by us to renew or cancel the technical assistance agreement is subject to the approval of 51% of Series B shareholders other than AMP or any related party of AMP (to the extent that AMP or any such related party holds Series B shares). The agreement will only remain in effect if AMP continues to hold at least 7.65% of our capital stock.

Subsequent to January 1, 2002, the technical assistance fee has been required to equal the greater of U.S.$ 4.0 million adjusted annually for inflation (measured by the U.S. Consumer Price Index) or 5% of our annual consolidated income from operations (calculated prior to deducting the technical assistance fee and depreciation and amortization and in each case determined in accordance with MFRS). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings.

The technical assistance agreement allows AMP, its shareholders and their affiliates to render additional services to us only if our Acquisitions Committee determines that these related parties have submitted the most favorable bid in a bidding process. This process is described in “Item 6, Directors, Senior Management and Employees – Board Committees.”

In 2009, 2010 and 2011, we recognized expenses of U.S.$ 8.6 million, U.S.$ 10.3 million and U.S.$ 9.8 million, respectively, pursuant to the technical assistance agreement plus additional expenses paid to AMP and its affiliates of approximately U.S.$ 459,502, U.S.$ 16,901 and U.S.$ 84,912, respectively.

Through a competitive bidding process, in 2008 we contracted a project for the Master Development Program for the period 2010-2014 with Aena Desarrollo Internacional, S.A. (AMP’s shareholder) for the amount of U.S.$ 0.7 million. During 2009 we paid U.S.$ 0.5 million for the project and the remaining balance was paid in 2010. Additionally, in 2010 we paid Aena U.S.$ 0.1 million for travel expenses incurred in 2009.

Item 8. Financial Information

See “Item 18, Financial Statements” and our consolidated financial statements beginning on page F-1. Since the date of the financial statements, no significant change has occurred.

LEGAL PROCEEDINGS

General

We are involved in certain legal proceedings from time to time that are incidental to the normal conduct of our business, none of which is expected to have a material adverse effect on our business.

Litigation related to the announcement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer for our shares

On June 13, 2011, Grupo México, S.A.B. de C.V. (“Grupo México”) announced that it intended to acquire an additional 30% or more of our total outstanding capital stock. See “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – Announcement by Grupo México, S.A.B. de C.V. of their intention to make a tender offer for our shares.”

Articles X and XII of our bylaws, (i) limit the ability of Series B shareholders, directly or with related parties, other than AMP, to hold more than 10% of our outstanding capital stock, any shares held in excess of that amount must be sold in a public offering; (ii) limit the voting rights of our Series B

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shareholders, individually or together with related parties, to 10% of our outstanding corporate stock, other than AMP; and (iii) limit the ability of any Series B shareholders, individually, or together with related parties, to appoint more than one board member (because any shares in excess of the 10% maximum do not have any voting rights under our bylaws), even if the shareholder owns more than 10% of our outstanding corporate stock.

Grupo México commenced various legal proceedings seeking to modify our bylaws to eliminate the foregoing limitation and seeking the termination of AMP’s special controlling rights that stem from AMP’s ownership of our Series BB shares in order to challenge our corporate structure. See “– Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws” and “– Infraestructura y Transportes México, S.A. de C.V. (“ITM”) a subsidiary of Grupo México, seeks the termination of AMP’s special controlling rights.” A decision adverse to our bylaws could materially affect our operations in a manner that we cannot predict. Additionally, if successful, these proceedings could affect AMP’s special controlling rights (for additional information, see “Item 3, Risk Factors – AMP controls our management, and AMP’s interests may differ from those of other shareholders”).

As a result of Grupo México’s actions, on July 12, 2011, an individual shareholder who represents 0.00001% of our total outstanding capital stock filed a lawsuit against us and our directors and officers and obtained a decision ordering us and our directors and officers to take all legal measures necessary to maintain and protect our bylaws, specifically Articles X and XII, and to ensure that shareholders adhere to them.

Under Mexican law, before Grupo México’s tender offer could occur, the CNBV had to review and approve the request by Grupo México. In compliance with the decision of the court requiring us to defend our bylaws, we initiated a protection proceeding in federal court in order to defend our bylaws. On July 25, 2011, a Mexican federal court of last resort issued a decision lifting the provisional suspension of the preliminary injunction in the protection proceeding that we had commenced against the CNBV to prevent it from making a decision with respect to the public tender offer by Grupo México. On August 4, 2011, the court hearing our protection proceeding in defense of our bylaws affirmed the preliminary injunction prohibiting the CNBV from issuing a decision regarding the public tender offer by Grupo México until the protection proceeding is resolved. Grupo México and the CNBV appealed the court decision. On March 1, 2012, a federal court of last resort upheld the preliminary injunction. This ensures that the suspension will remain in place and prevents the CNBV from issuing a decision regarding the public tender offer until the protection proceeding is resolved.

In addition, on March 13, 2012, one of our subsidiaries obtained a preliminary injunction from a federal court of last resort preventing the CNBV from making a decision with respect to Grupo Mexico’s tender offer. Based on these preliminary injunctions, the CNBV cannot issue a decision on whether or not to authorize the tender offer initiated by Grupo México until the protection proceeding is resolved.

On March 29, 2012, Grupo México announced that it had ended its tender offer for our shares. Grupo México, however, made no announcement regarding the various legal proceedings it has initiated against us.

Grupo México, S.A.B. de C.V. seeks to void certain of our bylaws

In October 2010, a legal proceeding was filed against us in a civil court in Mexico City. The complaint seeks to have the court grant relief by declaring Articles X and XII of our bylaws null and void. The plaintiffs are Grupo México and its subsidiary, Infraestructura y Transportes México, S.A. de C.V. (“ITM”). In November 2010, we filed a response to the complaint. Grupo México obtained a favorable decision from the civil court in Mexico City, and we have appealed this decision. This appeal is pending before a Tribunal of the Superior Court.

Additionally, prior to our General Shareholder’s Meeting held on April 27, 2011, Grupo México indicated its intent to appoint two members to our board of directors, one for each 10% ownership interest it held in us at the time. However, according to our bylaws, ownership of our common stock is limited to

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10%, and consequently, the right of representation on our board of directors and the right to vote at our shareholders’ meetings is also limited to 10%. During the April 27, 2011 General Shareholder’s Meeting, Grupo México’s request was rejected, and Grupo México was asked to appoint a single board member in accordance with their rights under our bylaws. In response, Grupo México initiated legal action seeking to nullify the resolutions adopted regarding the designation of representatives of our Series B shares to our board directors. On May 27, 2011, a District Court provisionally suspended the related resolutions until a determination is made with respect to our bylaws. We appealed the decision on June 17, 2011, and a decision is still pending.

Infraestructura y Transportes México, S.A. de C.V. (“ITM”) a subsidiary of Grupo México, seeks the termination of AMP’s special controlling rights

On November 4, 2011, a commercial legal proceeding was commenced by ITM seeking to void AMP’s ownership of our shares, and as a consequence, the cancelation of the special rights granted to AMP under the participation agreement and its annexes as a result of AMP’s ownership of our Series BB shares. The participation agreement and its annexes, as discussed above, were signed in 1999, in connection with the privatization of this airport group, by the Mexican government via the Ministry of Transportation and Communications, Nacional Financiera S.N.C. (“NAFIN”), a Mexican government-owned entity, Banco Nacional de Comercio Exterior, S.N.C. (National Exterior Commerce Bank or “BANCOMEXT”), Aeropuertos y Servicios Auxiliares (Mexican Airport and Auxiliary Services Agency or “ASA”), GAP and its subsidiaries and AMP. Additionally, ITM demanded that AMP repay us for all economic benefits conferred to AMP by us while AMP has been a shareholder. On November 25, 2011, we filed a reply in the proceeding. On March 7, 2012, we were notified by our external legal counsel that a ruling was issued in our favor. The court upheld our defense based on a claim for a lack of jurisdiction by the Federal Civil Court where the claim had been filed because the rights of AMP arise from an international public bid conducted by an administrative authority according to proper administrative laws and regulations applicable to the airport industry. Consequently, the court of competent jurisdiction to rule on this matter is the Federal Fiscal and Administrative Court and all actions of the Civil Federal Court (including the lawsuit and subsequent filings thereto) were declared null and void. As a result of the fact that there are no appeals options, this case is concluded.

We filed legal action against all the Mexican stock market brokers seeking adherence to our bylaws

Also, in accordance with the decision of the Mercantile Judge that instructs us and our directors and officers to take all necessary legal measures to maintain and protect our bylaws (as described above), on February 15, 2012 we initiated a lawsuit against all Mexican stock market brokers seeking to defend our bylaws.

On February 29, 2012, we were informed by our external counsel that the court issued preliminary injunctions that:

1. Constrain all the Mexican stock market brokers, in their capacity as intermediaries in the securities market, to act in accordance with Mexican law, our bylaws and market regulations.

2. Oblige all the Mexican stock market brokers to uphold our bylaws, including Article X.

3. Prohibit all the Mexican stock market brokers, in their capacity as intermediaries in the securities market, from trading our shares for an individual, group or group of related entities, that could result in any way in the acquisition of an ownership position that exceeds the 10% maximum allowed by Article X of our bylaws.

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4. Prohibit all the Mexican stock market brokers, in their capacity as intermediaries in the securities market, from acquiring or, in any way, negotiating transactions involving our shares for Grupo México and ITM and any other entity that forms part of their business conglomerate, or is related thereto, since these entities have made known that they own an amount of our shares that is in excess of the maximum allowed by Article X of our bylaws.

We cannot predict the consequences from this proceeding or the future actions of the Mexican stock brokers.

Ejido Participants at Tijuana and Guadalajara Airports

A portion of the lands comprising the Tijuana International Airport and Guadalajara International Airport were expropriated by the Mexican government in 1970 and 1975 respectively, pursuant to its power of eminent domain. Prior to its expropriation, the land had been held by a group of individuals through a system of communal ownership of rural land known as an ejido. The former ejidos’ participants have asserted indemnity claims against the Mexican government challenging the 1970 and 1975 expropriation decrees.

Our Tijuana International Airport subsidiary has been joined in the proceedings, but only as an interested third party. During 2008, the ejido received an unfavorable ruling, which it appealed, and subsequently, received a judgment in its favor. The current judgment calls for the restitution of 320 hectares of land, although the precise area affected has yet to be assessed. Depending on which particular land parcel is to be returned, this could affect the airport’s perimeter and could materially disrupt the airport’s current operations. We have contested this latest ruling in a second appeal, the outcome of which is currently pending.

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

Similarly, in the case of the Guadalajara International Airport, two different ejidos have commenced proceedings in federal court to void the expropriation decree of 1975. In November 2010, the Third District Court for Administrative Matters and Labor found in favor of the ejidos. The ruling ordered the return of all expropriated property to the ejidos and declared as null and void the concession granted to us in 1998 specifically with respect to the land expropriated by the 1975 decree. Although our Guadalajara airport has been joined only as an interested third party in the proceedings, we have appealed the decision of the court. The appeal is still pending.

The terms of our concession require the Mexican government to provide us restitution for any loss of our use of the land provided for in our concessions. Although no assurance can be given, we believe that the Mexican government would be liable for any operational disruption caused by the proceedings with the ejidos and would have to restore our rights of use for the public property assigned to us under the concessions if we were to lose our appeals.

Deductibility of certain payments to the Mexican Airport and Auxiliary Services Agency

Pursuant to a management services agreement, our predecessor, the Mexican Airport and Auxiliary Services Agency, agreed to provide certain services to our airports for a temporary transition period in exchange for a management fee of 26.5% of the gross monthly revenues of each of our

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subsidiary concession holders. Pursuant to the terms of this agreement, the Mexican Airport and Auxiliary Services Agency was only to provide these services until the date on which our strategic shareholder (AMP) acquired its 15% equity interest in our capital stock on August 25, 1999. However, AMP was unable to provide these services starting on August 25, 1999 and, as a result the Mexican Airport and Auxiliary Services Agency continued to provide these services after August 25, 1999 through November 15, 1999 without an agreed management fee for this period.

An agreement with respect to the management fee owed for the period from August 25, 1999 to November 15, 1999 was not reached between us and the Mexican Airport and Auxiliary Services Agency until early in 2003. Upon reaching this agreement, we paid a total fee of Ps. 70.9 million (including value-added tax) for these services. A deduction for this expense was taken in 2003.

One of the requirements under Mexican income tax law to deduct an expense in a fiscal period is that the service be rendered in the same period in which it is deducted. In light of this requirement, we requested confirmation from the Mexican Treasury Department that a deduction for the management fee for the period from August 25, 1999 through November 15, 1999 could be claimed in 2003, since an agreement with respect to the amount of this fee was not reached until 2003. During 2004, the Mexican Treasury Department responded to the request rejecting the criteria for deduction in 2003 that we proposed. In 2004, we initiated an annulment proceeding. In 2005, we received a favorable ruling with respect to the claim relating to our Aguascalientes International Airport, but received an unfavorable ruling in the first instance on the claims with respect to the Guanajuato, Guadalajara, Tijuana, Puerto Vallarta and Los Cabos airports. Subsequently, during 2006, we received a favorable sentence in the ultimate instance at the La Paz International Airport and unfavorable rulings in the ultimate instance at the Aguascalientes, Hermosillo, Mexicali and Los Mochis airports. In June 2007, we received an unfavorable ruling in the ultimate instance for the Morelia International Airport. At the Aguascalientes and Morelia airports, the unfavorable rulings were based on the merits of the claim, and consequently, we have recognized provisions of Ps. 1.7 million and Ps. 2.6 million, respectively, which include penalties and interest; the unfavorable sentences received at the Hermosillo, Mexicali and Los Mochis airports were based on deficiencies in form. In 2009, we received favorable rulings for the Guanajuato, Guadalajara, La Paz, Puerto Vallarta, Los Cabos, Tijuana and Manzanillo airports. In May 2010, the Hermosillo International Airport received a favorable ruling to deduct this expense and dismissed the airport’s obligation to pay statutory employee profit sharing in the amount of Ps. 4.3 million. However, the authority appealed this decision, and consequently on May 31, 2011 we received an unfavorable ruling ordering a statutory employee profit sharing payment of Ps. 4.3 million. The Hermosillo airport has already appealed this decision, and a decision is pending.

Proceedings before the Mexican Treasury Department regarding asset tax

On December 31, 2003, we commenced two administrative proceedings before the Mexican Treasury Department seeking (i) a reduction of the asset basis of, or the applicable rate for purposes of calculating asset tax liability on, our airport concessions, so that such base only includes 15% of the concession value and (ii) an increase of the recovery period of any asset tax paid. Both proceedings seek to reduce our effective tax rate. Based on the advice of our tax advisors, our board of directors agreed during its meeting on April 29, 2004 to commence legal proceedings if the Mexican Treasury Department rejected our position. The Mexican Treasury Department eventually rejected our position and we commenced proceedings in Mexican Federal Tax Court. In 2005, the tax court ruled that the Mexican Treasury Department to accept our method of calculating the asset tax base or grant us a specific tax benefit. The Mexican Treasury Department appealed this decision in federal court.

On May 12, 2006, the federal court with jurisdiction over six of our airports declared the appeal by the Mexican Treasury Department unfounded, finding that it was correct to base the asset tax applicable with respect to the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo

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airports only on 15% of the value of the concessions at those airports as requested by us (equivalent to AMP’s pro rata interest in those concessions as a result of AMP’s 15% interest in us). As a result of this resolution, on August 29, 2006, the Mexican Treasury Department issued a notice confirming this methodology for those airports. On September 1, 2006, the federal court with jurisdiction over our Guadalajara, Mexicali, Guanajuato, Los Cabos, Puerto Vallarta and Tijuana airports reached the same favorable decision; however, the Mexican Treasury Department appealed that decision.

As a result of the federal court decision and the final notice delivered to us by the Mexican Treasury Department with respect to our Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports, in the last quarter of 2006 we recorded the effect of that decision, which resulted in an overall benefit of Ps. 208.6 million and was recognized in the income statement as a reduction of the valuation allowance (see Note 19.b of our audited consolidated financial statements). From 2007 to 2010, we received a refund of Ps. 158.5 million related to these airports, Ps. 24.8 million were denied by the Mexican Treasury Authority and there is a pending balance of Ps. 25.3 million. At December 31, 2011, the balances in aggregate for all six airports were: (i) asset taxes of Ps. 50.1 million; and (ii) a valuation allowance of Ps. 24.8 million, representing the amount which we do not expect to recover.

In 2007, we petitioned the Mexican Treasury Department for a refund of the remaining taxes and interest we had overpaid with respect to the airports at Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo for the period between 2002 and 2006. The Mexican Treasury Department refused to refund certain outstanding amounts that we had previously paid for five airports. Consequently, we filed a claim to recover the amounts refused by the authorities.

During 2009, the La Paz International Airport was refunded the amount it claimed, but the Manzanillo International Airport and the Morelia International Airport received an unfavorable resolution in the ultimate instance, denying their request to recover the asset taxes previously paid from the period from January to May 2003. As of December 31, 2009, the amount of Ps. 9.0 million was eliminated from our accounts receivable and instead is accounted for in the tax line of the profit and loss statement. In January 2010, the Los Mochis International Airport received a refund for the recoverable tax in the amount of Ps. 25.6 million (including penalties and interest). In September 2010, the Aguascalientes International Airport received a refund for the recoverable tax in the amount of Ps. 1.0 million (including interest).

On January 22, 2010 the Hermosillo International Airport filed a judicial annulment against the unfavorable court resolution that denied the recovery of the asset tax from the years 2005 and 2006. The amount that remains pending is Ps. 25.3 million. As of the date of this report, a resolution is still pending.

On June 5, 2009, our other six airports, the Guanajuato, Guadalajara, Mexicali, Los Cabos, Puerto Vallarta and Tijuana international airports received favorable resolutions in the second instance, allowing them to apply an asset tax base of only 15% of the value of the concessions, which represents the amount paid by AMP. The effect of this resolution was to force the lower court to review the case using the applicable tax laws. However, on May 20 and 24, 2011, we received certain resolutions related to a ruling issued on June 5, 2009. In these resolutions, the tax authority concluded that the airports have to calculate the asset tax base considering 100% of the assets utilized as part of their operations. Our management believes that these conclusions are based on improper arguments related to ownership percentages and apply tax consolidation rules that are not applicable to our airports. There are no additional instances to appeal this resolution. Based on the advice of certain of our external legal counsel, we do not believe that there are sufficient elements to recover the amounts paid and have therefore not recognized assets for such amounts in our audited consolidated balance sheets.

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Property tax claims by certain municipalities

We remain subject to ongoing real estate tax claims that have been asserted against us by the municipal authorities of Mexicali, Tijuana, Puerto Vallarta and Hermosillo for the payment of property taxes with respect to the property on which we operate our airports in those cities.

The municipalities of Puerto Vallarta and Hermosillo have initiated efforts to survey the area of our airports there in order to determine the amount of property taxes owed. We challenged their actions through administrative proceedings, which are currently pending.

On May 19, 2010, the municipality of Tlajomulco, the municipality in which our Guadalajara airport is located, delivered a notice to the airport in which it seeks payment of property taxes. The notice, however, is factually inaccurate with respect to a number of items including ownership of the property, and as a result no further action on our part is needed at this time.

In the case of the Tijuana airport, the municipal authority issued a second real estate tax claim against the airport on June 8, 2005. The court then ordered the temporary encumbrance of certain of our assets, including our concession to operate the Tijuana International Airport, pending our deposit of a bond with the court as provisional security, in accordance with Mexican judicial procedures, pending the final resolution of the underlying claims. Although the encumbered assets did not affect the operation of the airport, on February 9, 2006, a bond was issued by a financial institution on behalf of the Tijuana airport for Ps. 141.8 million (nominal pesos) in order to release the encumbrance. On March 25, 2008, the Tijuana airport received an initial ruling declaring null and void the tax claim by the municipal authority but upholding the right of the municipal authorities to assess real estate taxes over commercial areas. Although we appealed the ruling with respect to the assessment of real estate taxes over commercial areas, we also petitioned that the bond be refunded in the interim because the municipality did not appeal any matter in the resolution. Accordingly, on February 7, 2009, our line of credit for the issuance of the bond was cancelled. On October 20, 2010, the municipal authority of Tijuana issued a third request for the repayment of real estate taxes for 2000 through 2010. We and our legal counsel believe that this request for payment of taxes is not valid since local courts had already ruled the tax claims for the years 2005 and 2006 null and void. Our challenge to the second request is still pending. In conjunction with its third request, the Tijuana municipal authority requested that we make a full payment of the claimed taxes of Ps. 269,229 within three days of receiving the request. The municipal authority also listed a number of assets which they believed could be seized if payment was not made. Because we and our legal counsel believe that this request for repayment is also null and void, we commenced legal proceedings against the municipal authority. The legal proceeding is currently pending.

We have also achieved the dismissal of certain claims by the municipal government of Mexicali for Ps. 89.0 million. A court had ordered the temporary encumbrance of 25% of the revenues from the parking garage that we operate at the Mexicali airport to guarantee the property tax claims of the Mexicali municipal government. The cumulative amount of such encumbrances is Ps. 6.3 million. During 2006, we obtained a favorable ruling in the first instance, which the municipality appealed. In March 2008, the courts resolved the appeal in our favor and ordered that the Mexicali municipal government return to us the revenues that were improperly seized by the Mexicali municipal authority. Accordingly, we have claimed a refund for the outstanding amount, a part of which was received in April 2011, however, there is a remaining balance of Ps. 1.3 million. Our legal counsel is seeking the payment of this balance. We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations because, should a court determine that these taxes must be paid in response to any future proceedings, we believe that the Mexican government, as the owner of the property upon which we operate our airports, would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated in the terms of our concessions.

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Other claims by certain municipalities

In Guadalajara we are subject to claims by the municipality regarding our failure to obtain certain municipal licenses. We do not believe that we are subject to the license requirements at issue, and we have initiated proceedings to challenge the municipality’s claims, which to date have been resolved in our favor.

Federal tax proceedings against Aguascalientes, La Paz, Morelia, Los Mochis and Mexicali airports

The Mexican Tax Authority (Servicio de Administración Tributaria, or SAT), in connection with its review of year 2005, sent us official notices in 2008 and 2009 stating that under its criteria the Aguascalientes, La Paz, Morelia, Los Mochis and Mexicali airports incorrectly applied the fiscal amortization rates with regard to the value of their concessions.

With respect to the Aguascalientes International Airport, in April 2009 we initiated legal proceedings in tax court against the Aguascalientes SAT’s local offices to challenge SAT’s findings, based on our contention that SAT did not take into consideration all the relevant legal matters concerning our position on amortization. In 2009, the SAT imposed a fine of Ps. 1.7 million, which was paid by the airport. However, on February 24, 2010, the airport filed for an annulment of the resolution issued by the tax authorities that establishes the airport inappropriately applied the fiscal amortization tax rate over the value of its concession. We obtained an unfavorable decision. On January 17, 2011 the airport filed an appeal, but on June 16, 2011 the claim was denied. We filed an appeal for review by the Mexican Supreme Court. As of the date of this report, a decision is pending.

On February 12, 2010, the Morelia International Airport filed an administrative proceeding against the resolution issued by the tax authority that establishes that Morelia International Airport applied a fiscal amortization rate in excess of its concession value. In August 2010, the tax authority required payment of the back taxes and ordered a temporary encumbrance of some of our assets to guarantee payment of any potential amounts owed. We paid a fine and secured a bond to guarantee the back taxes in order to avoid the temporary encumbrance. On October 5, 2011, the Morelia airport received an unfavorable ruling, therefore, on October 26, 2011, it filed an appeal on constitutional grounds against that the unfavorable resolution and a decision is pending.

On August 18, 2011, the Mexicali International Airport received an unfavorable decision in the last instance resulting in a deferred tax income expense to our 2011 consolidated statement of income of Ps. 3.4 million.

On October 3, 2011, the La Paz International Airport received a favorable resolution in the first instance, which was appealed by the Mexican Tax Authority and is pending resolution.

On October 3, 2011, the Los Mochis International Airport filed an appeal of the tax authority resolution establishing a fiscal amortization rate lower than we believe is applicable. A decision is pending.

Renewal of Hotel Lease at Guadalajara International Airport

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

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a third party except for the right to operate the hotel for a period of 15 years from March 1993 in exchange for its obligation to construct such hotel. In May 2004, we recovered the right to operate the commercial areas previously operated by the third party that received its rights from Coco Club. Subject to the satisfaction of certain conditions, under the lease to operate the hotel, Coco Club was granted the right to renew the contract and continue operating the hotel for another 15-year period from March 2008 at below-market rates. Because we do not believe that Coco Club has satisfied all such conditions, we have not renewed the lease to operate the hotel. As a result, in April 2008 we initiated legal proceedings against Coco Club to declare the lease null and void due to Coco Club’s failure to satisfy all conditions in the prior lease agreement. On October 31, 2011, we received a favorable decision for the return of the hotel to the airport. The decision was appealed by Coco Club on December 14, 2011. This legal proceeding remains pending.

Litigation related to the dispute among our shareholders

In connection with the shareholder dispute described above, see “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders – Shareholder Dispute,” we had become party to a number of proceedings by certain of AMP’s shareholders. The cases had been brought on behalf of CMA, in some instances, while in other cases they were brought on behalf of individual plaintiffs. We were named directly as defendants in some of these cases while in others we were joined as a related third party. In addition, we had commenced litigation against some of the same parties. The complaints were filed with different branches of the Mexican judicial, both civil and criminal, and administrative systems and alleged different causes of action derived from the disagreements surrounding our shareholders’ meetings that began on April 27, 2010. However, on December 1, 2011, we received notice from AMP’s shareholders that they had entered into an agreement to end the dispute amongst each other and to terminate the legal proceedings they had commenced as a result of their conflicts. As a consequence, civil and commercial proceedings among AMP’s shareholders were in the process of being terminated (criminal proceedings that were initiated with the proper governmental entities cannot be terminated by AMP’s shareholders and will have to proceed according to law).

Suits seeking to nullify the Shareholders’ Meetings held on April 27, 2010 and on June 2, 2010

Two shareholder’s, each the owner of approximately 0.0002% of our capital stock, separately filed suits to commence mercantile proceedings seeking to nullify the shareholders’ meetings held on April 27, 2010, and on June 2, 2010. As of the date of this report the proceedings remain pending. However, as a result of AMP’s shareholder agreement reached on December 1, 2011, all civil and mercantile legal proceedings they had commenced as a result of the conflicts are being terminated.

Infractions of the Mexican Securities Law alleged by the CNBV

On April 25, 2011, we received a formal notice from the CNBV in which it initiated a proceeding against us for alleged violations of Mexican disclosure statutes primarily in connection with disputes among AMP’s shareholders during 2010 (See “Item 3. Risk Factors-Risks Related to Our Controlling Shareholder- AMP controls our management, and AMP’s interests may differ from those of other shareholders” and “Item 7, Major Shareholders and Related Party Transactions – Major Shareholders”).

This notice was the first stage of the procedure to impose a fine on us. The notice stated that we allegedly committed violations of the Mexican disclosure statutes. We believe that this claim is baseless and intend to defend our rights vigorously. On June 3, 2011, we exercised our right to appeal the determination of the CNBV and to file evidence to contest this determination. If we are not successful, we intend to appeal the finding in a competent court. We can provide no assurances as to whether we will be successful in our appeal or in any subsequent legal actions we may take. If we are not successful in our appeal to the CNBV or in any subsequent legal actions we may take, the maximum amount of the fine that could be levied against us for all alleged violations is approximately Ps. 31.1 million (approximately U.S. 2.5 million). To date, a decision by the CNBV with respect to this appeal is pending.

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Suit seeks to void our participation agreement

On June 7, 2011, an individual shareholder who represents 0.0002% of our capital stock filed a lawsuit before a district judge in order to declare null our participation agreement and its annexes. On August 31, 2011, GAP obtained a favorable decision which found that the participation agreement and its annexes are governmental and administrative acts and consequently the rules which govern this agreement are administrative laws. These laws protect the granting of concessions that result from a public bidding process. In addition, as a result of the agreement reached among AMP’s shareholders in December 2011, all disputes, litigations and proceedings have been terminated. Consequently, the plaintiff in this case appeared before the court in this matter and withdrew the claim.

DIVIDENDS

The declaration, amount and payment of dividends are determined by a majority vote of our shareholders present at a shareholders’ meeting and generally, but not necessarily, on the recommendation of the board of directors, which is empowered by Article 18 of our bylaws to set our dividend policies. So long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the declaration and payment of dividends will require the approval of the holders of a majority of the Series BB shares.

Mexican law requires that at least 5% of a company’s net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of the company’s capital stock from time to time (without adjustment for inflation). Our legal reserve fund was Ps. 507.3 million at December 31, 2011 (excluding reserve amounts corresponding to 2011 net income).

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. The level of earnings available for the payment of dividends is determined under MFRS. Our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to Grupo Aeroportuario del Pacífico, S.A.B. de C.V. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

Dividends paid to non-resident holders with respect to our Series B shares and ADSs are currently not subject to Mexican withholding tax. Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax will be subject to a corporate-level dividend tax (retained against cumulative net income and payable by us) calculated on a gross-up basis by applying a factor of 1.4286 for 2010 and 2011. From 2010 to 2012 the corporate tax rate will be 30%, 29% for 2013 and 28% for 2014 and thereafter and as a result, the gross-up factor will be 1.4286, 1.4085 and 1.3889, respectively. This corporate-level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date on which the dividend was paid.

Distributions made by us to our shareholders other than as dividends (in the manner described above), including capital reductions, amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

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We paid aggregate dividends of Ps. 1.20 billion in 2009, Ps. 1.00 billion in 2010, and Ps. 1.04 billion in 2011.

Under our dividend policy adopted at the General Extraordinary Shareholders’ Meeting held on April 15, 2005, our annual dividend is expected to consist of two components. The first component is a fixed amount, which was Ps. 450 million for 2005 (for the dividend paid in 2006) and is intended to increase gradually in future years. Second, the dividend policy contemplates that our annual dividend will include any cash and cash equivalents we hold (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) in excess of our “minimum cash balance.” For purposes of our policy, the “minimum cash balance” is the amount of cash and cash equivalents that our board of directors determines is necessary to cover the minimum amount of expenses and investments expected to be incurred in the fiscal year during which the dividend payment is made and the subsequent fiscal year. Dividends are expected to be made payable in cash and in one or more payments as determined in the relevant general ordinary shareholders meeting approving dividends.

The declaration, amount and payment of dividends pursuant to the policy described above are subject to (i) compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund, and (ii) the absence of any adverse effect on our business plan for the current or subsequent fiscal year as a result of the payment of any dividend. We cannot provide assurance that we will continue to pay dividends or that future dividends will be comparable to our previous dividends. Our ability to pay dividends may be restricted under the unsecured peso-denominated credit agreements with Banamex and HSBC, to which some of our operating subsidiaries are parties. See “Item 5, Operating and Financial Review and Prospects – Liquidity and Capital Resources.” Our dividend policy may also be amended at any time by our shareholders.

As of December 31, 2011, we had accumulated approximately Ps. 1.20 billion of distributable earnings that had been subject to the corporate income tax and that could be declared at the relevant shareholders’ meeting and paid to shareholders free of the corporate level dividend tax.

We pay dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends are paid to the depositary and, subject to the terms of the Deposit Agreement, converted into and paid in U.S. dollars at the prevailing rate of exchange, net of conversion expenses of the depositary and applicable Mexican withholding tax. Fluctuations in exchange rates will affect the amount of dividends that ADS holders receive.

Item 9. The Offer and Listing

STOCK PRICE HISTORY

The following table sets forth, for the periods indicated, the high and low closing prices for (i) the ADSs on the New York Stock Exchange in U.S. dollars and (ii) our common shares on the Mexican Stock Exchange in pesos. See “Item 3, Key Information – Exchange Rates” for the exchange rates applicable during the periods set forth below. The information set forth in the table below reflects actual historical amounts at the trade dates and has not been restated in constant pesos.

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	U.S.$ per ADR(1)				Pesos per Series B Share
Year ended December 31,	Low		High		Low		High
2008		15.42		48.92		21.08		52.45
	U.S.$ per ADR(1)				Pesos per Series B Share
Year ended December 31,	Low		High		Low		High
2009		13.95		32.68		21.57		42.23
First Quarter		13.95		23.44		21.57		32.15
Second Quarter		17.98		25.84		23.00		33.81
Third Quarter		24.23		30.49		32.50		40.31
Fourth Quarter		24.95		32.68		32.80		42.23
	U.S.$ per ADR(1)				Pesos per Series B Share
Year ended December 31,	Low		High		Low		High
2010		28.18		41.99		37.07		51.00
First Quarter		31.12		37.42		40.75		47.35
Second Quarter		29.05		37.16		37.57		46.00
Third Quarter		28.18		34.44		37.07		43.52
Fourth Quarter		34.50		41.29		43.45		51.00
	U.S.$ per ADR(1)				Pesos per Series B Share
Year ended December 31,	Low		High		Low		High
2011
First Quarter		36.92		42.49		44.85		51.13
Second Quarter		39.43		42.72		46.25		50.51
Third Quarter		33.21		41.08		45.64		48.44
Fourth Quarter		32.18		35.66		44.80		47.90
	U.S.$ per ADR(1)				Pesos per Series B Share
	Low		High		Low		High
Monthly Prices
December 2011		33.65		35.27		46.85		47.90
January 2012		36.60		37.87		46.77		49.00
February 2012		37.15		38.05		47.42		49.65
March 2012(2)		39.22		40.00		49.79		51.00

(1) 10 Series B shares per ADR.

(2) As of March  27, 2012.

TRADING ON THE MEXICAN STOCK EXCHANGE

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico. Founded in 1894 and in continuous operations since 1907, the Mexican Stock Exchange is organized as a Mexican corporation (sociedad anónima bursatil de capital variable) operating under a concession granted by the Ministry of Finance and Public Credit (SHCP). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m., Mexico City time.

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Since January 1999, all trading on the Mexican Stock Exchange has been effected electronically. The Mexican Stock Exchange may impose a number of measures to promote orderly and transparent trading in securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer when price fluctuation exceeds certain limits. The Mexican Stock Exchange may also suspend trading in shares of a particular issuer as a result of:

• non-disclosure of material events; or

• changes in the offer or demand, volume traded, or prevailing share price that are inconsistent with the shares’ historical performance and cannot be explained through publicly available information.

The Mexican Stock Exchange may reinstate trading in suspended shares when it deems that the material events have been adequately disclosed to public investors or when it deems that the issuer has adequately explained the reasons for the changes in offer and demand, volume traded, or prevailing share price. Under current regulations, the Mexican Stock Exchange may consider the measures adopted by the other stock exchanges in order to suspend and/or resume trading in an issuer’s shares in cases where the relevant securities are simultaneously traded on a stock exchange outside of Mexico.

Settlement on the Mexican Stock Exchange is effected three business days after a share transaction. Deferred settlement is not permitted without the approval of the Mexican National Banking and Securities Commission, even where mutually agreed. Most securities traded on the Mexican Stock Exchange are on deposit with the S.D. Indeval, S.A. de C.V. Institución para el Depósito de Valores, or INDEVAL, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities.

Item 10. Additional Information

CORPORATE GOVERNANCE

Organization and Register

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. is a corporation (sociedad anónima bursátil de capital variable) organized under the laws of Mexico under the Mexican Companies Law (Ley General de Sociedades Mercantiles) and the Mexican Securities Market Law. It is registered with the Public Registry of Commerce of Mexico City under the number 238,578.

Purpose

Our main corporate purpose is to operate airports pursuant to 12 airport concessions.

Bylaws

This section summarizes certain provisions of Mexican law and our estatutos sociales (bylaws).

At our Extraordinary Shareholders’ Meeting held on October 27, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anónima bursátil (a form newly required by law for publicly traded companies in Mexico), and to conform our bylaws to the provisions of the new Securities Market Law. Many of the changes related to the enhancement of our corporate governance.

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During 2010, our Audit Committee proposed, to our board of directors, an amendment to our bylaws relating to the Corporate Practices articles (Practicas Societarias as described in the Mexican Securities Market Law) in order to more closely align our bylaws with the terms of the Mexican Securities Market Law with respect to Corporate Practices. After reviewing the amendment proposal, our board of directors instructed the Audit Committee to submit the proposal to the CNBV to obtain their opinion regarding how the amended articles compared with the Mexican Securities Market Law, specifically as it relates to Corporate Practices. In response, the CNBV provided their recommendations both with respect to the specific consultation as well as with respect to other articles contained in the proposed amendment. We accepted the CNBV’s recommendations and re-submitted the proposed amendments to the CNBV. As of the date of this report, we have not received a response from the CNBV.

Board of Directors

Our bylaws provide that our board of directors will generally have 11 members (increasing to 12 or 13 members only when necessary to preserve minority shareholders’ voting rights in cases of multiple appointments by persons with 10% interests (as described below)).

At each shareholders’ meeting for the election of directors, the holders of Series BB shares are entitled to elect four directors. The remaining members of the board of directors are to be elected by the holders of the Series B shares.

Each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to appoint one director. The remaining positions on the board of directors will be filled based on the vote of all holders of Series B shares that have not elected to appoint a director by virtue of owning 10% of our capital stock. The candidates to be considered for election as directors by the Series B shareholders are proposed to the shareholders by the Nominations and Compensation Committee. All directors are elected based on a simple majority of the votes cast at the relevant shareholders’ meeting. Our bylaws do not currently require mandatory retirement of directors after they reach a certain age. The compensation of our directors is proposed by the Nominations and Compensation Committee to all of our shareholders at shareholders’ meetings for their approval. Pursuant to the Securities Market Law, 25% of our directors must be independent within the definition of that term specified therein.

Authority of the Board of Directors

The board of directors is our legal representative. The powers of the board include, among others, the following:

• to define our strategic planning decisions and approve our annual business plans and investment budgets,

• to approve our Master Development Programs and modifications thereto,

• to call shareholders’ meetings and act upon shareholders’ resolutions, and

• to create special committees and grant them the powers and authority as it sees fit, provided that said committees will not be vested with the authorities which by law or under our bylaws are expressly reserved for the shareholders or the board of directors.

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Meetings of the board of directors will be validly convened and held if a majority of the members are present. Resolutions at said meetings will be valid if approved by a majority of the members of the board of directors, unless our bylaws require a higher number. Notwithstanding the board’s authority, under general principles of Mexican law, our shareholders, pursuant to a decision validly taken at a shareholders’ meeting, may at any time override the board.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) appoint and remove our chief executive officer and our other top-level executive officers (upon consultation with our Nominations and Compensation Committee); (ii) appoint three members of the Operating Committee and their respective alternates; (iii) appoint 20% of the total members of the Audit Committee, the Acquisitions Committee and the Nominations and Compensation Committee (a minimum of one member per committee), and their respective alternatives; and (iv) consent to the appointment of individuals appointed to the Operating Committee who are not members of our board of directors or our officers.

In addition to the foregoing, each of the following actions of our board of directors, among certain others, may only occur with the approval of the Series BB directors:

• approval of our airports’ five-year Master Development Programs or amendments thereto;

• approval of our annual business and investment plans;

• approval of capital expenditures outside of our annual investment plans;

• approval of any sale of our fixed assets, individually or jointly, in an amount exceeding U.S$3.0 million;

• approval for us to enter into any type of loan or credit agreement, other than for certain loans granted by us to our subsidiaries;

• approval of the granting by us of guarantees (avales) or other security interests other than for the benefit of our subsidiaries;

• proposing to increase our capital stock or that of our subsidiaries;

• approval of sales of shares in our subsidiaries;

• approval of our dividend policies; and

• proposing individuals to join our Audit Committee or our Nominations and Compensation Committee.

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Our Capital Stock

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of March 20, 2012:

Capital Stock

	Authorized		Issued and outstanding
Capital stock:
Series B shares		476,850,000		476,850,000
Series BB shares		84,150,000		84,150,000
Total		561,000,000		561,000,000

All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have the voting and other rights described below.

Our bylaws provide that our shares have the following characteristics:

• Series B: Series B shares currently represent 85% of our capital, and may represent up to 100% of our share capital. Series B shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments.

• Series BB: Series BB shares currently represent 15% of our capital and may not represent a greater percentage of our share capital. Like Series B shares, Series BB shares may be held by any Mexican or foreign natural person, company or entity, except for foreign governments and subject to the other requirements of our bylaws.

Under the Mexican Airport Law and the Mexican Foreign Investments Law (Ley de Inversión Extranjera), foreign persons may not directly or indirectly own more than 49% of the capital stock of a holder of an airport concession unless an authorization from the Mexican Commission of Foreign Investments is obtained. We have obtained this authorization, and as a consequence these restrictions do not apply to our Series B or Series BB shares.

Series BB shares are subject to transfer restrictions under our bylaws and generally must be converted to Series B shares before they can be transferred. Up to 49% of the Series BB shares can be converted into Series B shares at any time. The remaining 51% of Series BB shares could not be converted into Series B shares before August 25, 2009 absent prior approval by the Ministry of Communications and Transportation. Thereafter and until August 25, 2014, one fifth of such 51% may be converted each year. On or after August 25, 2014, all of the Series BB shares may be converted into Series B shares if (i) the Technical Assistance Agreement between AMP and us has not been renewed and (ii) the Series BB shareholders so request. Notwithstanding the foregoing, if at any time after August 25, 2014, Series BB shares represent less than 7.65% of our share capital, those shares will be mandatorily converted into Series B shares and the Technical Assistance Agreement will be terminated.

Voting Rights and Shareholders’ Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our shareholders. Holders of Series BB shares are entitled to elect four members of our board of directors and holders of Series B shares are entitled to elect the remaining members of the board of directors.

Under Mexican law and our bylaws, we may hold three types of shareholders’ meetings: ordinary, extraordinary, and special. Ordinary shareholders’ meetings are those called to discuss any issue not reserved for extraordinary shareholders’ meeting. An annual ordinary shareholders’ meeting (our annual general meeting) must be convened and held within the first four months following the end of each fiscal

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year to discuss, among other things, the report prepared by the board on our financial statements, the appointment of members of the board of directors, the declaration of dividends and the determination of compensation for members of the board.

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

• the extension of our duration or our voluntary dissolution;

• an increase or decrease in our minimum fixed capital;

• a change in corporate purpose or nationality;

• any transformation, merger or spin-off involving the company;

• any stock redemption or issuance of preferred stock or bonds;

• the cancellation of the listing of our shares with the National Securities Registry or on any stock exchange;

• amendments to our company’s bylaws; and

• any other matters for which applicable Mexican law or the bylaws specifically require an extraordinary meeting.

Special shareholders’ meetings are those called and held by shareholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Shareholders’ meetings are required to be held in our corporate domicile, which is Mexico City. Calls for shareholders’ meetings must be made by the board of directors or the Audit Committee. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the board of directors or the Audit Committee call a shareholders’ meeting to discuss the matters indicated in the relevant request. In certain circumstances specified in Mexican law, any individual shareholder may also make such a request. If the board of directors or the Audit Committee fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the Mexican Federal Gazette or in one newspaper of general circulation in Mexico at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Shareholders’ meetings will be validly held and convened without the need for a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must be registered in our share registry and comply with the requirements set forth in our bylaws. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors.

At or prior to the time of the publication of any call for a shareholders’ meeting, we will provide copies of the publication to the depositary for distribution to the holders of ADSs. Holders of ADSs are entitled to instruct the depositary as to the exercise of voting rights pertaining to the Series B shares.

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Quorums

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary meetings of shareholders are valid when approved by a majority of the shares present or duly represented at the meeting. Any number of shares represented at an ordinary meeting of shareholders convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary meetings of shareholders convened in this manner are valid when approved by a majority of the shares represented at the meeting.

Extraordinary and special shareholders’ meetings are regarded as legally convened pursuant to a first or subsequent call when at least 75% of the shares representing our capital (or 75% of the relevant series) are present or duly represented. Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more than 50% of our capital (or 50% of the relevant series).

Notwithstanding the foregoing, resolutions at extraordinary meetings of shareholders called to discuss any of the issues listed below are valid only if approved by a vote of shares representing at least 75% of our capital:

• any amendment to our bylaws which: (i) changes or deletes the authorities of our committees; or (ii) changes or deletes the rights of minority shareholders,

• any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom,

• termination of the participation agreement between us and AMP,

• a merger by us with an entity the business of which is not directly related to the business of us or our subsidiaries, or

• a spin-off, dissolution or liquidation of us.

Our bylaws also establish the following voting requirements:

• the amendment of the restrictions in our bylaws on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock,

• a delisting of our shares requires the vote of holders of 95% of our capital stock, and

• the amendment of the provisions in our bylaws requiring that a shareholder exceeding our share ownership limits conduct a public sale of his excess shares requires the vote of holders of 85% of our capital stock.

Veto Rights of Holders of Series BB Shares

So long as the Series BB shares represent at least 7.65% of our capital stock, resolutions adopted at shareholders’ meetings with respect to any of the issues listed below will only be valid if approved by a vote of a majority of the Series BB shares:

• approval of our financial statements;

• liquidation or dissolution;

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• capital increases or decreases;

• declaration and payment of dividends;

• amendment to our bylaws;

• mergers, spin-offs or share-splits;

• grant or amendment of special rights to any series of shares; and

• any decision amending or nullifying a resolution validly taken by the board of directors with respect to (i) appointment of our top-level executive officers, (ii) appointment of the three members of our Operating Committee and of the members of the Audit, Acquisitions and Nominations and Compensation committees to be designated by the directors elected by the holders of the Series BB shares, and (iii) appointment of the members of the Operating Committee whose appointment requires the consent of the directors elected by the holders of the Series BB shares, and decisions of the board of directors that require the affirmative vote of the directors elected by the holders of our Series BB shares.

Dividends and Distributions

At our Annual Ordinary General Shareholders’ Meeting, the board of directors will submit to the shareholders for their approval our audited consolidated financial statements for the preceding fiscal year. Five percent of our net income (after profit sharing and other deductions required by Mexican law) must be allocated to a legal reserve fund until the legal reserve fund reaches an amount equal to at least 20% of our capital stock (without adjustment for inflation). Additional amounts may be allocated to other reserve funds as the shareholders may from time to time determine including a reserve to repurchase shares. The remaining balance, if any, of net earnings may be distributed as dividends on the shares of common stock. A full discussion of our dividend policy may be found in “Item 8, Financial Information – Dividends.” At the General Ordinary Shareholders’ Meetings held on June 2, 2010 we declared a dividend of Ps. 1.00 billion. The first payment for that dividend in the amount of Ps. 750.0 million was made on June 15, 2010 and the remaining Ps. 250.0 million was paid on August 19, 2010. At the General Ordinary Shareholders’ Meetings held on April 27, 2011, we declared a dividend of Ps. 1.43 billion or Ps. 1.9231 per common share. The first dividend payment of Ps. 780.0 million was made on May 31, 2011. The second dividend payment of Ps. 255.1 million was made on November 29, 2011.

Registration

Our shares have been registered with the National Securities Registry, as required under the Securities Market Law and regulations issued by the Mexican National Banking and Securities Commission. If we wish to cancel our registration, or if it is cancelled by the Mexican National Banking and Securities Commission, we will be required to make a public offer to purchase all outstanding shares, prior to such cancellation. Unless the Mexican National Banking and Securities Commission authorizes otherwise, the price of the offer to purchase will be the higher of: (i) the average of the trading price of our shares during the prior thirty trading days (during a period of no more than six months); or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any waiver to the foregoing provisions included in our bylaws requires the prior approval of the Mexican National Banking and Securities Commission and the approval, at an extraordinary shareholders’ meeting, of 95% of our outstanding capital stock.

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Shareholder Ownership Restrictions and Antitakeover Protection

Holders of our shares are subject to the following restrictions:

• holders of Series B shares, either individually or together with their related parties, may not directly or indirectly own more than 10% of our Series B shares;

• although there is no limit on individual holdings of Series BB shares, Series BB shares may represent no more than 15% of our outstanding capital stock;

• holders of Series BB shares may also own Series B shares;

• no shareholder may vote more than 10% of our capital stock. Shares in excess of this threshold will be voted in the same manner as the majority of our shares;

• the aforementioned limits may not be circumvented by means of any special trust; collective ownership or voting agreement or any other scheme that could confer a higher percentage of share ownership or voting powers; and

• foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

A person exceeding the 10% threshold described above with respect to our Series B shares must conduct a public offer of his excess shares.

Any amendment to the ownership restrictions described above requires the vote of shares representing 85% of our capital stock.

Changes in Capital Stock

Increases and reductions of our minimum fixed capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations. Increases or reductions of the variable capital must be approved at an ordinary shareholders’ meeting in compliance with the voting requirements of our bylaws.

Pursuant to Article 53 of the Securities Market Law, we may issue unsubscribed shares that will be kept in treasury, to be subsequently subscribed by the investing public, provided that

• the general extraordinary shareholders’ meeting approves the maximum amount of the capital increase and the conditions upon which the corresponding placement of shares shall be made,

• the subscription of issued shares is made through a public offer following registration in the National Securities Registry and complying with the provisions of the Securities Market Law and other applicable law, and

• the amount of the subscribed and paid-in capital of the company is announced when the company makes the authorized capital increase public.

The preferential subscription right provided under Article 132 of the General Law of Business Entities (Ley General de Sociedades Mercantiles) is not applicable to capital increases through public offers.

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Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock our shareholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their shareholder interest at that time, unless: the capital increase is made under the provisions of Article 53 of the Securities Market Law. Said preemptive right shall be exercised by any method provided in Section 132 of the Mexican General Corporations Law, by subscription and payment of the relevant stock within fifteen business days after the date of publication of the corresponding notice to our shareholders in the Mexican Federal Gazette and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the fifteen business day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a shareholders’ meeting taken generally pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon repurchase of our own stock in accordance with the Securities Market Law (See “– Share Repurchases” below).

Share Repurchases

We may choose to acquire our own shares or negotiable instruments representing such shares through the Mexican Stock Exchange on the following terms and conditions:

• The acquisition and sale on the Mexican Stock Exchange is made at market price (except when dealing with public offerings or auctions authorized by the National Banking and Securities Commission).

• If the acquisition is charged against shareholder’s equity, the shares may be kept by us without the need to make a reduction in our capital stock. Otherwise, if the acquisition is charged against our capital stock, the shares will be converted into unsubscribed shares kept in our treasury, without need for a resolution by our shareholders’ at a 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 obligations under debt instruments issued and registered in the National Securities Registry that we may have issued.

Shares of the company belonging to us may not be represented or voted in shareholders’ meetings, nor may corporate or economic rights of any kind be exercised, nor will the shares be considered as outstanding for the purpose of determining the quorum or voting in shareholders’ meetings.

At the General Ordinary Shareholders’ Meeting held on April 27, 2010, the maximum amount approved for repurchase of shares or credit instruments that represent these shares was cancelled and no stock buy-back program for Series B shares was approved for the period from April 27, 2010 to April 27, 2011. However, at the subsequent General Ordinary Shareholders’ Meeting held July, 22 – 25, 2010, a stock buyback program was approved under the Mexican Securities Market Law, for a maximum amount of Ps. 1.00 billion for the period from July 22, 2010 until April 27, 2011. During that period we purchased

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20,217,600 shares at an average price of Ps. 45.20, paying Ps. 913.8 million. These shares represent 3.6% of our total outstanding shares. At the General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program for Series B shares was approved for a maximum amount of Ps. 473.5 million for the twelve months following April 27, 2011. During that period we purchased 10,061,800 shares at an average price of Ps. 47.06 for Ps. 473.5 million. These shares represent 1.8% of our total outstanding shares. See “Item 16E – Purchases of Equity Securities by the Issuer and Affiliated Purchasers”.

Ownership of Capital Stock by Subsidiaries

Our subsidiaries may not, directly or indirectly, invest in our shares, except for shares of our capital stock acquired as part of any employee stock option plan, which may not exceed 25% of our capital stock, or through asset managers (sociedades de inversión).

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary shareholders’ meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

Other Provisions

Liabilities of the members of the Board of Directors

As in any other Mexican corporation, and due to the provisions contained in Article 38 of the Securities Market Law, any shareholder or group of shareholders holding at least 5% of our capital stock may directly exercise a civil liability action under Mexican law against the members of the board of directors.

In addition to the foregoing, our bylaws provide that, a member of the board of directors will be liable to us and our shareholders for breaching his or her duties, as provided under articles 29 to 37 of the Securities Market Law.

Our bylaws provide that the members of the board of directors, or the board committees, and the secretary shall be indemnified by us in case of violations of their duty of care (deber de diligencia), as long as they did not act in bad faith, violate their duty of loyalty or commit an illicit act under the Securities Market Law or other applicable law. Additionally, our bylaws provide that we shall indemnify the members of the board of directors and the secretary for any indemnification liability which they may incur as long as they have not acted in bad faith, violated their duty of loyalty or committed an illicit act under the Securities Market Law or other applicable law.

Information to Shareholders

The Securities Market Law establishes that we, acting through our boards of directors, must annually present a report at a shareholders’ meeting that includes the following:

• A report prepared by the chairman of our Audit Committee, as required by Article 43 of the Securities Market Law, which must cover, among other things: (i) the performance of our top-level officers, (ii) transactions with related parties, (iii) the compensation packages for our directors and officers, (iv) waivers granted by the board of directors regarding corporate opportunities, (v) the situation of our, and our subsidiaries’ internal controls and internal auditing, (vi) preventive and corrective measures adopted in connection with non-compliance

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with operational and accounting guidelines, (vii) the performance of our external auditor, (viii) additional services provided by our external auditor and independent experts, (ix) the main results of the review of our and our subsidiaries’ financial statements, and (x) the effects of changes to our accounting policies.

• The report prepared by the chief executive officer under article 44, paragraph XI of the Securities Market Law. This report must be accompanied by the report (dictamen) of the external auditor, and should include, among other things: (i) a report of the directors on the operations of the company during the preceding year, as well as on the policies followed by the directors and on the principal existing projects of the company, (ii) a statement of the financial condition of the company at the end of the fiscal year, (iii) a statement regarding the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year, and (iv) the notes which are required to complete or clarify the foregoing information.

• The board’s opinion on the contents of the report prepared by the chief executive officer and mentioned in the preceding paragraph.

• A report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information.

• A report regarding the operations and activities in which the board participated, as provided under the Securities Market Law.

In addition to the foregoing, our bylaws specify additional information obligations of the board of directors, including that the board of directors should also prepare the information referred to in Article 172 of the General Law on Business Entities with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

Duration

The duration of our corporate existence has been set at 100 years, ending in the year 2098.

Shareholders’ Conflict of Interest

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting thereon at the relevant shareholders’ meeting. A shareholder that votes on a transaction in which its interest conflicts with ours may be liable for damages in the event the relevant transaction would not have been approved without such shareholder’s vote.

Directors’ Conflict of Interest

Under Mexican law, any director who has a conflict of interest in any transaction must disclose such fact to the other directors and abstain from voting on such transaction. Any director who violates such provision will be liable to us for any resulting damages or losses. Additionally, under our bylaws, certain conflicts of interest will have the effect of disqualifying a person from serving on our board of directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the Ministry of Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in

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exchange for certain benefits. See “Item 4, Regulatory Framework – Sources of Regulation” and “Item 4, Regulatory Framework – Scope of Concessions” and “Item 4, Regulatory Framework – General Obligations of Concession Holders.”

We are a party to a participation agreement with AMP and the Ministry of Communications and Transportation which establishes the framework for several other agreements to which we are a party. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

We have entered into a Technical Assistance Agreement with AMP providing for management and consulting services. See “Item 7, Major Shareholders and Related Party Transactions – Related Party Transactions.”

EXCHANGE CONTROLS

Mexico has had free market for foreign exchange since 1991 and the government has allowed the peso to float freely against the U.S. dollar since December 1994.

TAXATION

The following summary contains a description of the material U.S. and Mexican federal income tax consequences of the purchase, ownership and disposition of our Series B shares or ADSs by a beneficial holder that is a citizen or resident of the United States or a U.S. domestic corporation or that otherwise is subject to U.S. federal income tax on a net income basis in respect of our Series B shares or ADSs and that is a “non-Mexican holder” (as defined below) (a “U.S. holder”), but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase, hold or dispose of our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that hold our Series B shares or ADSs as capital assets and does not address the tax treatment of special classes of U.S. holders such as dealers in securities or currencies, U.S. holders whose functional currency is not the U.S. dollar, U.S. holders that own or are treated as owning 10% or more of our outstanding voting shares, tax-exempt organizations, financial institutions, U.S. holders liable for the alternative minimum tax, securities traders who elect to account for their investment in Series B shares or ADSs on a mark-to-market basis and investors holding Series B shares or ADSs in a hedging transaction or as part of a straddle, conversion or other integrated transaction for U.S. federal income tax purposes. In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder.

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this annual report on Form 20-F, including the provisions of the income tax treaty between the United States and Mexico and protocol thereto (the “Tax Treaty”), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. Prospective investors in our Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term “non-Mexican holder” shall mean a holder that is not a resident of Mexico for federal tax purposes and that does not hold the Series B shares or ADSs or a beneficial interest therein in connection with the conduct of a trade or business through a permanent establishment or fixed base in Mexico.

For purposes of Mexican taxation, the definition of residency is highly technical and residency results in several situations. Generally, an individual is a resident of Mexico if he or she has established

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his or her home in Mexico, and a corporation is a resident if it has its center of interests in Mexico. An individual who has a home in Mexico and another country will be considered to be a resident of Mexico if Mexico is the individual’s significant center of interest. However, any determination of residence should take into account the particular situation of each person or legal entity.

This summary does not address all of the Mexican tax consequences that may be applicable to specific holders of the shares (including a holder that controls the Company, an investor that holds 10% or more of the shares or holders that constitute a group of persons for purposes of Mexican law). It also does not purport to be a comprehensive description of all the Mexican tax considerations that may be relevant to a decision to purchase, own or dispose of the shares. In particular, this summary does not describe any tax consequences arising under the laws of any state, locality, municipality or taxing jurisdiction other than certain federal laws of Mexico.

In general, for U.S. federal income tax purposes, holders of ADSs are treated as the beneficial owners of the Series B shares represented by those ADSs.

Taxation of Dividends

Mexican Tax Considerations

Under Mexican Income Tax Law provisions, dividends paid to non-Mexican holders with respect to our Series B shares or ADSs are not subject to any Mexican withholding tax.

U.S. Federal Income Tax Considerations

The gross amount of any distributions paid with respect to the Series B shares or ADSs, to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, generally are includible in the gross income of a U.S. holder as ordinary income on the date on which the distributions are received by the depositary and are not eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended (the “Code”). To the extent that a distribution exceeds our current and accumulated earnings and profits, it is treated as a non-taxable return of basis to the extent thereof, and thereafter as capital gain from the sale of Series B shares or ADSs. Distributions, which are made in pesos, are includible in the income of a U.S. holder in a U.S. dollar amount calculated by reference to the exchange rate in effect on the date they are received by the depositary whether or not they are converted into U.S. dollars. If such distributions are converted into U.S. dollars on the date of receipt, a U.S. holder generally should not be required to recognize foreign currency gain or loss in respect of the distributions.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual U.S. holder prior to January 1, 2013 with respect to the ADSs will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends.” Dividends paid on the ADSs will be treated as qualified dividends if: (i) we are eligible for the benefits of a comprehensive income tax treaty with the United States that the Internal Revenue Service has approved for the purpose of the qualified dividend rules, and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the year in which the dividend is paid, a passive foreign investment company (PFIC). The Tax Treaty has been approved for the purposes of the qualified dividend rule. In addition, based on our audited consolidated financial statements and relevant market and shareholder data, we believe that we were not treated as a PFIC for U.S. federal income tax purposes with respect to our 2010 or 2011 taxable years. In addition, based on our audited consolidated financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becoming a PFIC for our 2012 taxable year.

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Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Gain on the sale of our Series B shares or ADSs by a non-Mexican holder is generally not subject to any Mexican income tax if the transaction is carried out through the Mexican Stock Exchange or other securities markets, provided certain requirements set forth by the Mexican Income Tax Law (Ley del Impuesto sobre la Renta) and the Federal Tax Code (Código Fiscal de la Federación) are complied with.

Gain on the sale of our Series B shares by a non-Mexican holder is generally not subject to any Mexican income tax if the transaction is carried out through the Mexican Stock Exchange or other securities markets.

The tax exemption described in the previous paragraph will not be applicable to pre-negotiated trades executed through the Mexican Stock Exchange. The exemption also will not be applicable in the case of a person or group of persons that, directly or indirectly, holds 10% or more of the shares representing our capital stock, or that holds a controlling interest in us, if in a period of 24 months, a sale of 10% or more of our fully paid shares, or of a controlling interest in us, is carried out through one or several simultaneous or successive transactions, including those carried out through derivative instruments or other similar transactions.

Sales or other dispositions of Series B shares that are not eligible for the exemption described above generally are subject to Mexican tax, except to the extent that a holder is eligible for benefits under an income tax treaty to which Mexico is a party. Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty is exempt from Mexican tax on gains realized on a sale or other disposition of the Series B shares in a transaction that is not carried out through the Mexican Stock Exchange or such other approved securities markets, so long as the holder did not own, directly or indirectly, 25% or more of our capital stock (including ADSs) within the 12-month period preceding such sale or other disposition.

For non-Mexican holders that do not meet the requirements referred to above, gross income realized on the sale of the Series B shares is subject to a 5% Mexican withholding tax if the transaction is carried out through the Mexican Stock Exchange. Alternatively, a non-Mexican holder can choose to be subject to a 20% withholding rate on the net gain obtained, as calculated pursuant to Mexican Income Tax Law provisions, if certain conditions and formal requirements are met.

U.S. Federal Income Tax Considerations

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally must recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition (in U.S. dollars, determined at the spot rate on the date of disposition or, for a cash basis U.S. holder (or an electing accrual basis U.S. holder), at the exchange rate in effect on the settlement date, if the amount realized is denominated in a foreign currency) and such U.S. holder’s tax basis in the Series B shares or ADSs (in U.S. dollars). Gain or loss recognized by a U.S. holder on such sale or other disposition generally is treated as long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs had been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently,

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if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

Dividends on, and proceeds from the sale or other disposition of, the shares or ADSs paid to a U.S. holder generally may be subject to the information reporting requirements of the Code and may be subject to backup withholding unless the holder:

• establishes that it is a corporation or other exempt holder; or

• provides an accurate taxpayer identification number on a properly completed Internal Revenue Service Form W-9 and certifies that it is not subject to backup withholding and otherwise complies with applicable requirements of the backup withholding rules.

The amount of any backup withholding from a payment to a holder will be allowed as a credit against the U.S. holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is furnished to the Internal Revenue Service.

DOCUMENTS ON DISPLAY

We file reports, including annual reports on Form 20-F, and other information electronically with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at its Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any filings we make are also available to the public over the Internet at the SEC’s website at www.sec.gov and at our website at http://www.aeropuertosgap.com.mx/. (This URL is intended to be an inactive textual reference only. It is not intended to be an active hyperlink to our website. The information on our website, which might be accessible through a hyperlink resulting from this URL, is not and shall not be deemed to be incorporated into this annual report).

Item 11. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

We are principally exposed to market risks from fluctuations in foreign currency exchange rates.

Foreign Currency Exchange Rate Risk

Our principal exchange rate risk involves changes in the value of the peso relative to the dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from

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passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are collected in pesos based on the average exchange rate for the prior month. In 2009, 2010 and 2011, approximately 29.6%, 25.0% and 23.3%, respectively, of our total revenues were derived from passenger charges for international passengers (in 2010 and 2011, 29.6% and 29.5% respectively, of the sum of our aeronautical and non-aeronautical revenues were derived from passenger charges for international passengers). Substantially all of our other revenues are denominated in pesos. We estimate that substantially all of our consolidated costs and expenses are denominated in pesos (other than the technical assistance fee, to the extent paid based on the fixed minimum annual payment). Based upon a 10% depreciation of the peso compared to the U.S. dollar as of December 31, 2011, we estimate that our passenger charges revenues from international passengers would have increased by Ps. 115.0 million.

As of December 31, 2009, 2010 and 2011, 13.9%, 10.0% and 12.5%, respectively, of our cash and marketable securities were denominated in dollars. Based upon a 10% depreciation of the peso compared to the U.S. dollar as of December 31, 2011, we estimate that the value of our cash and marketable securities would have increased by Ps. 28.3 million.

We did not have any relevant foreign currency indebtedness at December 31, 2009, 2010 and 2011. In the event that we incur foreign currency denominated indebtedness in the future, decreases in the value of the peso relative to the dollar will increase the cost in pesos of servicing such indebtedness.

At December 31, 2009, 2010 and 2011 we did not have any outstanding forward foreign exchange contracts.

Interest Rate Risk

Over the last three years, we have funded the majority of our capital expenditures with bank loans, and we expect to continue to do so. We have entered into bank loans bearing both fixed and variable interest rates. Our fixed-rate debt establishes a fixed interest rate of 8.52%, and the unpaid balance as of December 31, 2011 was Ps. 559.4 million. In 2009, we entered into bank loans bearing variable interest rates, which expose us to interest rate risk. The primary interest rate risk exposure results from changes in the relevant base rates (the banks charge interest at a rate based on the Tasa de Interés Interbancaria de Equilibrio, or Interbank Equilibrium Interest Rate (“TIIE”) plus 3.5%). In order to hedge against such interest rate risk, in December 2009, we entered into a cash flow hedge with Banamex for a nominal amount of Ps. 372.2 million, which sets a ceiling of 7% on the TIIE, resulting in a maximum interest rate of 10.5%. This instrument will be in effect from December 2012 until January 2017, and its fair value as of December 31, 2011 was Ps. 4.5 million. In 2011, we entered into bank loans with HSBC and Banamex bearing variable interest rates, which expose us to interest rate risk. The primary interest rate risk exposure results from changes in the relevant base rates. HSBC charges interest at a rate based on the TIIE plus 1.65%. Banamex charges interest base on the TIIE plus 1.35% for the 2011 disbursements and 1.43% for 2012 disbursements. We had approximately Ps. 1.46 billion in variable rate debt at December 31, 2011. For more information regarding our economic hedging transactions, see “Item 5 – Operating and Financial Review and Prospects – Liquidity and Capital Resources – Indebtedness.”

As of December 31, 2011 we paid Ps. 61.3 million of interest expense under variable interest rate loans, with an average TIIE rate of 4.9%. Based upon a 10% increase of the TIIE rate, we estimate that our interest expense would have increased by Ps. 3.8 million.

Item 12. Description of Securities Other Than Equity Securities

Not applicable.

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Item 12A. Debt Securities

Not applicable.

Item 12B. Warrants and Rights

Not applicable.

Item 12C. Other Securities

Not applicable.

Item 12D. American Depositary Shares

The Bank of New York serves as the depositary for our ADSs. ADS holders are required to pay various fees to the depositary.

The following is a summary of the fees payable by holders of our ADRs. For more complete information regarding ADRs, you should read the entire deposit agreement and the form of ADR.

Service	Fee or Charge Amount	Payee
Execution and delivery of ADRs	U.S. $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Bank of New York Mellon
Surrender of ADRs	U.S. $5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Bank of New York Mellon
Any cash distribution to ADR registered holders	U.S. $.02 (or less) per ADS	Bank of New York Mellon
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADR registered holders	A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs	Bank of New York Mellon
Registration of transfers of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares	Registration or transfer fees	Bank of New York Mellon
Cable, telex and facsimile transmissions (as expressly provided in the deposit agreement)	Expenses of the depositary	Bank of New York Mellon
Converting foreign currency to U.S. dollars	Expenses of the depositary	Bank of New York Mellon

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Taxes and other governmental charges the Bank of New York Mellon or the custodian has to pay on any ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes	As necessary	Bank of New York Mellon
Other fees, as necessary	Any charges incurred by Bank of New York Mellon or its agents for servicing the deposited securities	Bank of New York Mellon

The depositary of our ADSs, The Bank of New York Mellon, collects its fees directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects these fees by deducting them from the amounts distributed or by selling a portion of distributable property to pay the fees. For example, the depositary may deduct from cash distributions, directly bill investors or charge the book-entry system accounts of participants acting for them. The depositary may generally refuse to provide fee-attracting services until its fees for these services are paid.

Reimbursements by the Depositary

The Bank of New York Mellon, as depositary of our ADSs, pays us an agreed amount, which includes expenses related to the administration and maintenance of the ADS facility including, but not limited to, investor relations expenses, the annual New York Stock Exchange listing fees (as invoiced in the reimbursement request to the depositary) or any other program related expenses. There are limits on the amount of expenses for which the depositary will reimburse us, but the amount of reimbursement available to us is not necessarily tied to the amount of fees the depositary collects from investors. For the year ended December 31, 2009, this amount was U.S.$ 659,601 of which we received U.S.$ 499,703 during 2009 and U.S.$ 159,898 in January 2010. We did not receive additional reimbursements from the depositary during 2010 and 2011.

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

(a) Disclosure Controls and Procedures

We have evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures as of December 31, 2011.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of

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compliance with policies and procedures may deteriorate. Under the supervision of our Chief Executive Officer and Chief Financial Officer, our management assessed the design and effectiveness of our internal control over financial reporting as of December 31, 2011. In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control – Integrated Framework.

Based on our assessment and those criteria, our management has concluded that our company maintained effective internal control over financial reporting as of December 31, 2011.

Our independent registered public accounting firm, Galaz, Yamazaki, Ruiz Urquiza, S.C. (member of Deloitte Touche Tohmatsu Limited), has issued an attestation report on the effectiveness of our internal control over financial reporting.

(c) Report of Independent Registered Public Accounting Firm on Internal Controls

We have audited the internal control over financial reporting of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2011, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, 2011 of the Company and our report dated March 20, 2012 expressed an unqualified opinion on those financial statements and includes explanatory paragraphs regarding (i) the adoption of Mexican Financial Reporting Standards B-5, Segment Financial Information, C-5, Prepaid Expenses, C-6, Property, Plant and Equipment and B-1, Accounting Changes and Correction of Errors, (ii) the adoption of International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board with a transition date as of January 1, 2011, (iii) the nature and effect of differences between Mexican Financial Reporting Standards and Generally Accepted Accounting Principles in the United States of America and (iv) translation of financial statements into English.

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/    RAMÓN ALVAREZ CISNEROS        

C.P.C. Ramón Alvarez Cisneros

Guadalajara, Jalisco, Mexico

March 20, 2012

(d) Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

Carlos Cárdenas Guzmán, an independent director under NYSE listing standards, joined our board of directors and our Audit Committee in 2011, and we believe that he is qualified to serve as our “audit committee financial expert” as defined in Item 16A of Form 20-F under the Securities and Exchange Act of 1934. Our board of directors appointed Mr. Cárdenas Guzmán as President of the Audit Committee and also as the financial expert of that Committee. For a discussion of Mr. Cárdenas Guzmán’s qualifications, see “Item 6, Directors, Senior Management and Employees – Directors.”

Item 16B. Code of Ethics

We have adopted a code of ethics, as defined in Item 16B of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our chief executive officer, chief financial officer, chief accounting officer and personnel performing similar functions as well as to our other officers and employees. Our code of ethics is an exhibit to this annual report on Form 20-F and is available on our website at www.aeropuertosgap.com.mx. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons

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performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address. The information found on our website, other than as specifically incorporated by reference into this annual report on Form 20-F, is not part of this annual report on Form 20-F.

Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by our independent auditors, Galaz, Yamazaki, Ruíz Urquiza, S.C. (member of Deloitte Touche Tohmatsu Limited), during the fiscal years ended December 31, 2010 and 2011:

	Year ended December 31,
	2010		2011
	(thousands of pesos)
Audit fees	Ps.	5,762	Ps.	5,838
Audit-related fees		2,525		2,731
Tax fees		2,541		2,111
Other fees		487		1,364
Total fees	Ps.	11,315	Ps.	12,044

Audit fees in the above table are the aggregate fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. in connection with the audit of our annual consolidated financial statements, the review of the financial statements of certain subsidiaries and other statutory audit reports.

Audit-related fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for services related to the Sarbanes-Oxley Act of 2002 and other audit related-services.

Tax fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for a monthly review of our tax calculations and for services related to tax refund claims.

Other fees in the above table are fees billed by Galaz, Yamazaki, Ruíz Urquiza, S.C. for transfer pricing services and other services.

Audit Committee Pre-Approval Policies and Procedures

Our audit committee has not established pre-approval policies and procedures for the engagement of our independent auditors for services. Our audit committee expressly approves on a case-by-case basis any engagement of our independent auditors for audit and non-audit services provided to our subsidiaries or to us.

Item 16D. Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The tables below set forth, for the periods indicated, the total number of shares purchased by us or on our behalf, or by or on behalf of an “affiliated purchaser,” the average price paid per share, the total

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number of shares purchased as a part of a publicly announced repurchase plan or program and the maximum number (or approximate dollar value) of shares that may yet be purchased under our plans and programs.

Shares repurchased by us pursuant to the share repurchase program

2011	(a) Total number of shares purchased (1) (2)		(b) Average price paid per share in Pesos		(c) Total number of shares purchased as part of publicly announced plans or programs(3)		(d) Approximate dollar value that may yet be purchased under the plans or programs (in million)
January 1-31		3,481,000		49.01		3,481,000		18.1
February 1-28		1,631,900		46.62		1,631,900		11.8
March 1-31		1,189,800		48.17		1,189,800		7.2
April 1-30		0		0.00		0		41.1
May 1-31		0		0.00		0		40.9
June 1-30		0		0.00		0		40.4
July 1-31		1,952,200		47.19		1,952,200		32.5
August 1-31		4,165,800		47.03		4,165,800		15.0
September 1-30		3,614,000		47.17		3,614,000		1.1
October 1-31		329,800		45.41		329,800		0.0
November 1-30		0		0.00		0		0.0
December 1-31		0		0.00		0		0.0
2011 Total		16,364,500		47.51		16,364,500		—

(1) We do not repurchase our shares other than through the share repurchase program. These shares were purchased in open-market transactions.

(2) During 2011 AMP did not buy any of our shares.

(3) We periodically repurchase our shares on the open market using funds authorized by our shareholders specifically for the repurchase of our shares by us at our discretion. At the General Ordinary Shareholders’ Meeting held on April 28, 2009, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps. 864.3 million for the period from April 28, 2009 to April 27, 2010. At the General Ordinary Shareholders’ Meeting held on June 2, 2010, a stock buyback program was approved under Mexican Securities Law for a maximum amount of Ps. 1.0 billion for the period from July 22, 2010 to April 27, 2011. At the General Ordinary Shareholders’ Meeting held on April 27, 2011, a stock buy-back program was approved under Mexican Securities Law, for a maximum amount of Ps. 473.5 million for the twelve months following the meeting.

As of December 31, 2009, there was a balance of 2,080,000 repurchased shares on our Consolidated Balance Sheets. These 2,080,000 shares were relocated in the market in 2009. As of December 31, 2009, there was no balance of repurchased shares on our Consolidated Balance Sheets. As of December 31, 2010, there was a balance of 13,914,900 repurchased shares on our Consolidated Balance Sheets. As of December 31, 2011, there was a balance of 30,279,400 repurchased shares on our Consolidated Balance Sheets.

Item 16F. Change in Registrant’s Certifying Accountant.

Not applicable.

Item 16G. Corporate Governance

Pursuant to Section 303A.11 of the Listed Company Manual of the New York Stock Exchange, we are required to provide a summary of the significant ways in which our corporate governance practices differ from those required for U.S. companies under the NYSE listing standards. We are a Mexican corporation with shares listed on the Mexican Stock Exchange. Our corporate governance practices are governed by our bylaws, the Securities Market Law and the regulations issued by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). We also generally comply on a voluntary basis with the Mexican Code of Best Corporate Practices (Código de Mejores

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Prácticas Corporativas), which was created in January 2001 by a group of Mexican business leaders and was endorsed by the Mexican Banking and Securities Commission. On an annual basis, we file a report with the Mexican Banking and Securities Commission and the Mexican Stock Exchange regarding our compliance with the Mexican Code of Best Corporate Practices.

The table below discloses the significant differences between our corporate governance practices and the NYSE standards.

NYSE Standards for Domestic Listed Companies1

Our Corporate Governance Practices

Director Independence. §303A.01 specifies that listed companies must have a majority of independent directors. To qualify as independent, a director must satisfy the criteria set forth in §303A.02. In particular, a director is not independent if such director is: (i) a person who the board determines has a material direct or indirect relationship with the company, its parent or a consolidated subsidiary; (ii) an employee, or an immediate family member of an executive officer, of the company, its parent or a consolidated subsidiary, other than employment as interim chairman or CEO; (iii) a person who receives, or whose immediate family member receives, more than $100,000 per year in direct compensation from the company, its parent or a consolidated subsidiary, other than director and committee fees or deferred compensation for prior services only (and other than compensation for service as interim chairman or CEO or received by an immediate family member for service as a non-executive employee); (iv) a person who is affiliated with or employed, or whose immediate family member is affiliated with or employed in a professional capacity, by a present or former internal or external auditor of the company, its parent or a consolidated subsidiary;

Pursuant to the Securities Market Law and Article 15 of our bylaws, at least 25% of the members of our board of directors must be independent. Determinations regarding independence must be made by our shareholders applying the provisions of the Securities Market Law and our bylaws (which incorporate Section 10A-3 of the Exchange Act). The determination of independence under the Securities Market Law differs in certain respect from the provisions of §303A.02. Under Article 26 of the Securities Market Law, a director is not independent if such director is: (i) an employee or officer of the company or of another company that is a member of the same corporate group (consorcio o grupo empresarial) as the company (or a person who has been so within the prior year); (ii) a person that, without being an employee or officer of the company, has influence or authority over the company or its officers, or over another company that is a member of the same corporate group as the company; (iii) an important client, supplier, debtor or creditor (or a partner, director or employee thereof). A client or supplier is considered important if its sales to or purchases from the company represent more than 10% of its total sales or purchases within the prior year. A debtor or creditor is considered important if the aggregate amount of the relevant loan represents more than 15% of its or the company’s aggregate assets;

¹  References to sections are references to sections of the New York Stock Exchange Listed Company Manual. Pursuant to Section 303A.00 thereof, foreign private issuers, such as us, are exempt from the corporate governance standards of the exchange, with certain exceptions.

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NYSE Standards for Domestic Listed Companies1	Our Corporate Governance Practices
(v) an executive officer, or an immediate family member of an executive officer, of another company whose compensation committee’s membership includes an executive officer of the listed company, its parent or a consolidated subsidiary; or (vi) an executive officer or employee of a company, or an immediate family member of an executive officer of a company, that makes payments to, or receives payments from, the listed company, its parent or a consolidated subsidiary for property or services in an amount which, in any single fiscal year, exceeds the greater of $1 million or 2% of such other company’s consolidated gross revenues (charities are not included, but any such payments must be disclosed in the company’s proxy (or, if no proxy is prepared, its Form 10-K / annual report)).	(iv) a shareholder that is a part of the control group of the company; or (v) a family member, spouse or concubine of any of the persons mentioned in (i) through (iv) above. Currently, our board of directors consists of 11 directors. Seven of such directors have been qualified as independent by our shareholders in accordance with the Securities Market Law and our bylaws.
Executive Sessions. §303A.03 specifies that non-management directors must meet at regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.	Mexican law, our bylaws and the Mexican Code of Best Corporate Practices, which we adhere to, do not provide for non-management executive sessions. None of our managers are members of either our board of directors or our other committees, except that our chief executive officer is the chairman of our Operating Committee, as provided for in Article 27 of our bylaws.

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Committees for Director Nominations and Compensation and for Corporate Governance. §303A.04(a) specifies that listed companies must have a nominating/corporate governance committee composed entirely of independent directors. §303A.05(a) specifies that listed companies must have a compensation committee composed entirely of independent directors.	We have a “Nominations and Compensation Committee.” We also have an Audit Committee, which, pursuant to Article 31 of our bylaws, has been assigned certain corporate governance (prácticas societarias) oversight obligations mandated by the Securities Market Law. Under Mexican corporate law, a corporation’s “board committees,” except for audit and corporate governance committees, need not be composed only of members of the corporation’s board of directors. Article 28 of our bylaws provides that at least a majority of the members of our Nominations and Compensation Committee must be members of our board of directors. No express independence requirements apply to this committee. Currently, the committee consists of 2 members, both of whom are members of our board of directors, and one of whom is independent as defined under the Securities Market Law and Section 10A-3 of the Exchange Act. See below for a description of the composition of our Audit Committee.
Audit Committee. §303A.06 specifies that listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act. §303A.07 specifies other requirements for audit committees.	Foreign private issuers, such as us, are subject to §303A.06 and thus must comply with Rule 10A-3. We are in compliance with Rule 10A-3 and, as such, our Audit Committee consists entirely of members of our board of directors who meet the independence requirements prescribed in that rule. (The Securities Market Law likewise contains a requirement that our Audit Committee be entirely independent.) We are not subject to §303A.07. As such, our Audit Committee charter (contained in Article 32 of our bylaws) does not make provision for every one of the specific duties required by §303A.07.
Corporate Governance Guidelines. §303A.09 specifies that listed companies must adopt and disclose corporate governance guidelines.	Mexican law does not require us to disclose corporate governance guidelines and we have not done so. However, pursuant to the Securities Market Law, we have adopted board guidelines covering corporate governance matters such as the use of corporate assets, certain transactions with related parties (including loans to officers), repurchases of shares, communications with shareholders, managers and directors, and other matters.
Code of Ethics. §303A.10 specifies that corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver for directors or executive officers.	We have adopted a code of ethics, which has been accepted by all of our directors and executive officers and other personnel. A copy of our code of ethics is available on our website: www.aeropuertosgap.com.mx

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Equity compensation plans. §303A.08 & 312 03 specify that equity compensation plans require shareholder approval, subject to limited exemptions.	Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. No equity-compensation plans have been approved by our shareholders.
Shareholder Approval for Issuance of Securities. §§312 03(b)-(d) specify that issuances of securities (1) that will result in a change of control of the issuer, (2) that are to a related party or someone closely related to a related party, (3) that have voting power equal to at least 20% of the outstanding common stock voting power before such issuance or (4) that will increase the number of shares of common stock by at least 20% of the number of outstanding shares before such issuance require shareholder approval.	Mexican law and our bylaws require us to obtain shareholder approval of the issuance of new equity securities.
Conflicts of Interest. §307 00 specifies that the determination of how to review and oversee related party transactions is left to the listed company. The audit committee or comparable body, however, could be considered the forum for such review and oversight. §312.03(b) specifies that certain issuances of common stock to a related party require shareholder approval.	Pursuant to Mexican law, our bylaws and applicable internal guidelines, provided that the corporate practices committee of our board of directors has opined favorably, our board of directors must vote on whether or not to grant approval of certain transactions with a related party (1) that are outside the ordinary course of our business or (2) that are at non-market prices. A director with an interest in the transaction is not permitted to vote on its approval.
Solicitation of Proxies. §§402 01 & 402 04 specifies that the solicitation of proxies and provision of proxy materials is required for all meetings of shareholders. Copies of such proxy solicitations are to be provided to NYSE.	We are not required to distribute proxy materials to, or solicit the return of proxies from, our shareholders. In accordance with Mexican law and our bylaws, we inform shareholders of all meetings by public notice, which states the requirements for admission to the meeting and provides a mechanism by which shareholders can vote through a representative using a power of attorney. Under the new Mexican Securities Market Law, we have to make power of attorney forms available to shareholders at their request. Under the deposit agreements relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, instructions on how to vote at the shareholders’ meeting through the depositary.

PART III

Item 17. Financial Statements

Not applicable.

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Item 18. Financial Statements

See our consolidated financial statements beginning on page F-1, incorporated herein by reference. The following is an index to the financial statements:

Consolidated Financial Statements for Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and Subsidiaries

	Page
Report of Independent Registered Public Accounting Firm		F-1
Consolidated Balance Sheets as of December 31, 2011 and 2010		F-3
Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009		F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December  31, 2011, 2010 and 2009		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009		F-7
Notes to Consolidated Financial Statements		F-9

Item 19. Exhibits

Documents filed as exhibits to this annual report:

Exhibit No.	Description
1.1	An English translation of the Amended and Restated bylaws (Estatutos Sociales) of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2005, filed on May 10, 2007).
2.1	Deposit Agreement among the Company, The Bank of New York Mellon (formerly The Bank of New York) and all registered holders from time to time of any American Depositary Receipts, including the form of American Depositary Receipt (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
3.1	Trust Agreement among the Company, AMP and Bancomext, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.1	Amended and Restated Guadalajara Airport Concession Agreement and annexes thereto, together with an English translation and a schedule highlighting the differences between this concession and the Company’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.2	Participation Agreement and Amendment No. 1 thereto among the Registrant, the Mexican Federal Government through the Ministry of Communications and Transportation, Nacional Financiera, S.N.C., the Company, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de

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	C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., Grupo Empresarial Ángeles, S.A. de C.V., Bancomext, and the Mexican Airport and Auxiliary Services Agency, together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.3	Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajío, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San José del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacífico Ángeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., and Grupo Empresarial Ángeles, S.A. de C.V., together with an English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-131220) filed on January 23, 2006).
4.4	Professional Services Agreement between Aeropuerto de Guadalajara, S.A. de C.V. and AENA Desarrollo Internacional, S.A. dated as of August 4, 2008 (English translation) and a schedule highlighting the differences between this agreement and similar agreements with the Company’s other airport operating subsidiaries.
8.1	List of subsidiaries of the Company.*
11.1	Code of Ethics of the Company (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2005, filed on May 10, 2007).
12.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
12.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
13.1	Certifications of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

* Filed herewith.

Omitted from the exhibits filed with this annual report are certain instruments and agreements with respect to our long-term debt, none of which authorizes securities or results in an incurrence of debt in a total amount that exceeds 10% of our total assets. We hereby agree to furnish to the SEC copies of any such omitted instruments or agreements as the SEC requests.

171

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement on its behalf.

Grupo Aeroportuario del Pacífico, S.A.B. de C.V.
By:	/s/    RODRIGO GUZMÁN PERERA
	Name: Rodrigo Guzmán Perera
	Title: Chief Financial Officer

Dated: March 30, 2012

172

Grupo Aeroportuario del Pacífico,

S.A.B. de C.V. and Subsidiaries

Consolidated Financial Statements as of December 31, 2011 and 2010, and for the Years Ended December 31, 2011, 2010 and 2009, and Independent Auditors’ Report Dated March 20, 2012

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

Report of Independent Registered Public Accounting Firm and 2011, 2010 and 2009 Consolidated Financial Statements

Contents	Page
Report of Independent Registered Public Accounting Firm	F-1-2
Consolidated Balance Sheets as of December 31, 2011 and 2010	F-3-4
Consolidated Statements of Income for the Years Ended December 31, 2011, 2010 and 2009	F-5
Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December  31, 2011, 2010 and 2009	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009	F-7-8
Notes to Consolidated Financial Statements	F-9-61

Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Grupo Aeroportuario del Pacífico, S.A.B. de C.V.

We have audited the accompanying consolidated balance sheets of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the Company) as of December 31, 2011 and 2010, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the financial reporting standards used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries as of December 31, 2011 and 2010, the results of their operations and their cash flows for each of the three years in the period ended December 31, 2011, in conformity with Mexican Financial Reporting Standards.

As mentioned in Note 3, beginning January 1, 2011, the Company adopted the following Mexican Financial Reporting Standards: B-5, Segment Financial Information, C-5, Prepaid Expenses, C-6, Property, Plant and Equipment and B-1, Accounting Changes and Correction of Errors.

As disclosed in Note 28 to the accompanying consolidated financial statements, the Company adopted International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) with a transition date as of January 1, 2011. The consolidated financial statements for the year ending December 31, 2012 to be issued by the Company will be its first annual financial statements that comply with IFRS. The Company will apply the relevant mandatory exceptions and certain optional exemptions to the retroactive application of IFRS as established by IFRS 1, First-Time Adoption of International Financial Reporting Standards, as well as the required additional disclosures.

Mexican Financial Reporting Standards vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 29 to the consolidated financial statements.

F-1

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2011, based on the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 20, 2012, expressed an unqualified opinion on the Company’s internal control over financial reporting.

The accompanying consolidated financial statements have been translated into English solely for the convenience of readers.

Galaz, Yamazaki, Ruiz Urquiza, S. C.

Member of Deloitte Touche Tohmatsu Limited

C.P.C. Ramón Alvarez Cisneros

Guadalajara, Jalisco, Mexico

March 20, 2012

F-2

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

Consolidated Balance Sheets

As of December 31, 2011 and 2010

(In thousands of Mexican Pesos)

Assets

	2011		2010
Current assets:
Cash and cash equivalents (Note 4)	Ps.	2,115,508	Ps.	2,348,807
Financial investments held for trading purposes (Note 5)		278,349		233,915
Trade accounts receivable – net (Note 6)		294,503		296,146
Recoverable taxes (Note 19.b)		174,961		142,226
Embedded derivatives		469		266
Other accounts receivable		2,249		1,739
Total current assets		2,866,039		3,023,099
Long-term cash and cash equivalents (Note 4)		19,502		—
Machinery, equipment and improvements on leased buildings – net (Note 7)		836,339		447,166
Improvements to concession assets – net (Note 8)		4,633,604		4,034,940
Advance payments to suppliers		114,712		113,099
Airport concessions – net (Note 9)		15,893,953		16,325,463
Rights to use airport facilities – net (Note 10)		2,015,986		2,102,111
Other acquired rights – net (Note 11)		778,100		799,180
Recoverable income taxes (Note 19.a)		—		23,022
Recoverable tax on assets (Note 19.f)		344,969		396,318
Embedded derivatives		5,621		11,292
Hedging derivative financial instrument (Note 12)		4,468		7,138
Deferred income taxes – net (Note 19.e)		1,807,873		1,536,986
Deferred statutory employee profit sharing (Notes 18.c)		8,529		7,475
Other assets		62,150		61,993
Total	Ps.	29,391,845	Ps.	28,889,282

(Continued)

F-3

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

Consolidated Balance Sheets

As of December 31, 2011 and 2010

(In thousands of Mexican Pesos)

Liabilities and Stockholders’ Equity

	2011			2010
Current liabilities:
Current portion of long-term bank loans (Note 14)	Ps.	411,439		Ps.	266,492
Concession taxes payable		33,493			26,791
Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (Note 17)		71,450			64,784
Accounts payable		472,645			403,724
Taxes payable, other than income taxes and concession taxes		18,816			18,429
Income tax and business flat tax payable		54,184			123,721
Total current liabilities		1,062,027			903,941
Deposits received (Note 6)		316,389			226,412
Employee benefits (Note 13)		58,514			45,216
Long-term bank loans (Note 14)		1,612,179			1,042,808
Total liabilities		3,049,109			2,218,377
Commitments and contingencies (Notes 20 and 21)
Stockholders’ equity (Note 15):
Common stock		24,344,476			24,344,476
Legal reserve		507,349			432,341
Fund for repurchase of shares		1,387,302			1,000,000
Repurchased shares		(1,387,302	)		(609,809	)
Retained earnings		1,490,911			1,503,897
Total stockholders’ equity		26,342,736			26,670,905
Total	Ps.	29,391,845		Ps.	28,889,282

(Concluded)

See accompanying notes to consolidated financial statements.

F-4

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

Consolidated Statements of Income

For the years ended December 31, 2011, 2010 and 2009

(In thousands of Mexican Pesos, except per share amounts)

	2011			2010			2009
Revenues (Note 23):
Aeronautical services	Ps.	3,077,927		Ps.	2,957,763		Ps.	2,537,262
Non-aeronautical services		824,580			758,803			728,978
		3,902,507			3,716,566			3,266,240
Improvements to concession assets (Note 3.v)		1,036,227			657,103			—
Total revenues		4,938,734			4,373,669			3,266,240
Operating costs:
Cost of services (Note 24)		984,878			963,872			869,315
Technical assistance fees (Note 17)		136,191			128,384			111,721
Concession taxes (Note 1.a)		193,802			185,017			162,507
Depreciation and amortization (Note 25)		944,094			879,941			828,835
		2,258,965			2,157,214			1,972,378
Cost of improvements to concession assets (Note 3.v)		1,036,227			657,103			—
Total costs		3,295,192			2,814,317			1,972,378
Income from operations		1,643,542			1,559,352			1,293,862
Other expenses – net (Note 18)		(9,346	)		(1,965	)		(11,710	)
Net comprehensive financing income (Note 26):
Interest income		140,259			192,874			185,343
Interest expense		(93,753	)		(135,268	)		(75,564	)
Exchange gain (loss) – net		22,626			(14,509	)		(26,149	)
Loss from embedded derivatives		(5,468	)		(4,872	)		(25,421	)
		63,664			38,225			58,209
Income before income taxes		1,697,860			1,595,612			1,340,361
Income tax expense (Note 19.c)		213,419			95,452			140,917
Consolidated net income	Ps.	1,484,441		Ps.	1,500,160		Ps.	1,199,444
Weighted average number of common shares outstanding		537,755,093			558,245,610			560,473,972
Basic earnings per share (in Mexican Pesos)	Ps.	2.7604		Ps.	2.6872		Ps.	2.1400

See accompanying notes to consolidated financial statements.

F-5

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

Consolidated Statements of Changes in Stockholders’ Equity

For the years ended December 31, 2011, 2010 and 2009

(In thousands of Mexican Pesos)

	Number of Shares		Common Stock		Legal Reserve		Fund for Repurchase of Shares		Repurchased Shares			Retained Earnings			Total Stockholders’ Equity
Balances as of January 1, 2009		561,000,000	Ps.	24,344,476	Ps.	295,223	Ps.	55,000	Ps.	(43,712	)	Ps.	2,086,659		Ps.	26,737,646
Transfer of earnings to legal reserve and fund for repurchase of shares (Note 15.b and h)		—		—		77,146		809,265		—			(886,411	)		—
Repurchase of 360,000 shares (Note 15.b)		—		—		—		—		(10,248	)		—			(10,248	)
Sale of repurchased shares (Note 15.b)		—		—		—		—		53,960			(248	)		53,712
Dividends declared and paid, 2.1390 pesos per share (Note 15.c)		—		—		—		—		—			(1,200,000	)		(1,200,000	)
Comprehensive income		—		—		—		—		—			1,199,444			1,199,444
Balances as of December 31, 2009		561,000,000		24,344,476		372,369		864,265		—			1,199,444			26,780,554
Dividends declared and paid, 1.7825 pesos per share (Note 15.e)		—		—		—		—		—			(1,000,000	)		(1,000,000	)
Transfer of earnings to legal reserve and fund for repurchase of shares (Note 15.f and h)		—		—		59,972		135,735		—			(195,707	)		—
Repurchase of 13,914,900 shares (Note 15.f)		—		—		—		—		(609,809	)		—			(609,809	)
Comprehensive income		—		—		—		—		—			1,500,160			1,500,160
Balances as of December 31, 2010		561,000,000		24,344,476		432,341		1,000,000		(609,809	)		1,503,897			26,670,905
Transfer of earnings to legal reserve and fund for repurchase of shares (Note 15.g and h)		—		—		75,008		387,302		—			(462,310	)		—
Repurchase of 16,364,500 shares (Note 15.g)		—		—		—				(777,493	)		—			(777,493	)
Dividends declared and paid, 1.9231 pesos per share (Note 15.g)		—		—		—		—		—			(1,035,117	)		(1,035,117	)
Comprehensive income		—		—		—		—		—			1,484,441			1,484,441
Balances as of December 31, 2011		561,000,000	Ps.	24,344,476	Ps.	507,349	Ps.	1,387,302	Ps.	(1,387,302	)	Ps.	1,490,911		Ps.	26,342,736

See accompanying notes to consolidated financial statements.

F-6

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

Consolidated Statements of Cash Flows

For the years ended December 31, 2011, 2010 and 2009

(In thousands of Mexican Pesos)

	2011			2010			2009
Operating activities:
Earnings before income taxes	Ps.	1,697,860		Ps.	1,595,612		Ps.	1,340,361
Non-cash items:
Employee benefits		13,298			10,058			10,037
Deferred statutory employee profit sharing		(1,054	)		(1,398	)		(1,160	)
Loss from embedded derivatives		5,468			4,872			25,421
Inflationary effects on recoverable tax on assets		(5,136	)		(16,798	)		(6,285	)
(Gain) loss on financial investments held for trading purposes		(44,434	)		45,706			(4,384	)
Items related to investing activities:
Depreciation and amortization		944,094			879,941			828,835
Loss on sale of fixed assets		6,923			616			6,859
Allowance for doubtful accounts – long-term		—			(108	)		4,123
Items related to financing activities:
Loss on hedging derivative financial instrument		2,670			6,509			1,020
Interest expense		57,220			101,638			53,766
		2,676,909			2,626,648			2,258,593
(Increase) decrease in:
Trade accounts receivable		1,643			157,710			118,202
Recoverable income tax and other current assets		6,510			(13,290	)		62,771
Recoverable tax on assets		13,185			34,961			42,313
Recoverable income tax on dividends		23,022			119,763			44,663
Increase (decrease) in:
Concession taxes payable		6,702			9,651			(8,645	)
Aeropuertos Mexicanos del Pacífico, S.A. de C.V.		6,666			14,017			(11,277	)
Accounts payable		15,613			(1,773	)		19,770
Taxes payable, other than income tax and concession taxes		387			(29,223	)		446
Income taxes paid		(550,294	)		(469,963	)		(372,292	)
Deposits received		89,977			128,669			57,831
Net cash provided by operating activities		2,290,320			2,577,170			2,212,375
Investing activities:
Purchases of machinery, equipment, improvements on leased buildings and improvements to concession assets		(979,660	)		(464,838	)		(482,665	)
Advance payments to suppliers		(304,946	)		(440,170	)		(58,584	)
Other deferred assets		(2,466	)		(30,505	)		(865	)
Net cash used in investing activities		(1,287,072	)		(935,513	)		(542,114	)
Excess cash to apply to financing activities		1,003,248			1,641,657			1,670,261

(Continued)

F-7

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

Consolidated Statements of Cash Flows

For the years ended December 31, 2011, 2010 and 2009

(In thousands of Mexican Pesos)

	2011			2010			2009
Financing activities:
Dividends declared and paid		(1,035,117	)		(1,000,000	)		(1,200,000	)
Repurchase of shares		(777,493	)		(609,809	)		(10,248	)
Sales of repurchased shares		—			—			53,712
Proceeds from bank loans		1,014,626			507,692			413,754
Payments on bank loans		(300,308	)		(248,360	)		(163,786	)
Interest paid on bank loans		(118,753	)		(115,959	)		(81,444	)
Hedging derivative financial instrument		—			—			(14,667	)
Net cash used in financing activities		(1,217,045	)		(1,466,436	)		(1,002,679	)
Net (decrease) increase in cash and cash equivalents		(213,797	)		175,221			667,582
Cash and cash equivalents at beginning of year		2,348,807			2,173,586			1,506,004
Cash and cash equivalents at end of year (includes long-term cash and cash equivalents)	Ps.	2,135,010		Ps.	2,348,807		Ps.	2,173,586
Non-cash investing activity:
Purchases of machinery, equipment, improvements on leased buildings and improvements to concession assets on account	Ps.	276,443		Ps.	227,373		Ps.	101,296

(Concluded)

See accompanying notes to consolidated financial statements.

F-8

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

Notes to Consolidated Financial Statements

For the years ended December 31, 2011, 2010 and 2009

(In thousands of Mexican Pesos)

1. Activities and significant events

a. Activities

Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and subsidiaries (the Company or GAP) was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico’s Pacific region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, Los Cabos, Silao (Guanajuato), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes.

The Company began operations on November 1, 1998. Prior to that date, the Company’s activities were carried out by Aeropuertos y Servicios Auxiliares (ASA), a Mexican Governmental agency, which was responsible for the operation of all public airports in Mexico.

In June 1998, the subsidiaries of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. were granted concessions by the Ministry of Communications and Transportation (SCT) to manage, operate and develop each of the Pacific Group’s 12 airports and benefit from the use of the airport facilities, for a 50-year term beginning November 1, 1998. The cost of the concessions, which totaled Ps. 24,210,213 (Ps. 15,938,360 nominal pesos), was determined by the Mexican Government in August 1999, based upon the price paid by Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (AMP, the strategic stockholder of the Company) for its interests in GAP. On August 20, 1999, GAP entered into a Liabilities Assumption Agreement with each of its subsidiaries, whereby it assumed the liabilities incurred by each subsidiary derived from obtaining the concession. Such liabilities were capitalized by GAP as equity in favor of the Mexican Government on such date.

The term of the concessions may be extended under certain circumstances by the SCT, for terms not to exceed an additional 50 years. Beginning on November 1, 1998, the Company is required to pay an annual tax to the Mexican Government, through the SCT, for use of the public property, equivalent to 5% of each concessionaire’s annual gross revenues, according to the concession terms and the Mexican Federal Duties Law.

Title to all of the long-term fixed assets within the airports is retained by the Mexican Government. Accordingly, upon expiration of the term of the concessions granted to the Company, the assets, including all of the improvements made to the airport facilities during the term of the concessions, shall automatically revert to the Mexican Government. Additionally, ASA and other agencies of the Mexican Government maintain the rights to provide certain services such as air traffic control, fuel supply and immigration control.

On February 24, 2006, the Company made an initial public offering of its Series B shares, under which the Mexican Government, which held 85% of the voting common stock of the Company sold its 100% shares participation, both in the United States of America, via the New York Stock Exchange (NYSE) and in Mexico, via the Mexican Stock Exchange (BMV). Consequently, as of such date, the Company became a public entity in both Mexico and in the United States of America and is required to meet various legal obligations and regulations for public entities applicable in each country.

F-9

b. Significant events

• On November 5, 2010, the Company incorporated the subsidiary GA del Pacífico Partipacoes do Brasil LTDA (GA), in Brazil, to act as a holding company for other future acquisitions. Its common stock, of which GAP holds 99.99%, is comprised of 1,000 shares with a nominal value of $1.00 real (local currency in Brazil) which are fully subscribed. As of the date of these financial statements, the common stock has not been contributed in cash and the entity has not begun operations.

• At an Ordinary General Shareholders’ Meeting held on April 27, 2011, the stockholders approved a dividend payment of Ps. 1.4424 pesos per share, which was paid on May 31, 2011 and a dividend payment of Ps. 0.4807 pesos per share, which was paid on November 29, 2011. Both payments were made before the due dates, which were May 31, 2011 and November 30, 2011, respectively. As mentioned in Note 15 g., dividends totaling Ps. 780,000 and Ps. 255,117, were paid during 2011.

• On May 26, 2011, the Company entered into an unsecured credit agreement with HSBC México, S.A. (HSBC), with crossed guarantees provided by the Guadalajara, Los Cabos, Puerto Vallarta, Hermosillo and Guanajuato airports, for a combined amount of Ps. 1,023,980. Funds will be disbursed in different dates, as described in Note 14.

• On June 6, 2011, the Company entered into an unsecured credit agreement with Banco Nacional de México, S.A. (Banamex), with crossed guarantees provided by the Guadalajara, Los Cabos, Puerto Vallarta, Hermosillo and Guanajuato airports, for a combined amount of Ps. 551,372. Funds will be disbursed in different dates, as described in Note 14.

• On December 15, 2011, two trusts were created by the Company to hold the economic resources needed to guarantee payment to the building contractors of the Tijuana and Los Cabos airports for “Expansion of Terminal Building Phase III” and “New Terminal T4”, respectively. The capital held by these trusts will be used to finance advance payments to the suppliers as the construction of the previously mentioned projects proceeds.

2. Basis of presentation

a. Translation into English – The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico. These consolidated financial statements are prepared on the basis of Mexican Financial Reporting Standards (MFRS, individually referred to as Bulletins or Normas de Información Financiera or NIFs).

b. Monetary unit of the financial statements – The consolidated financial statements and notes as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009, include balances and transactions denominated in Mexican pesos of different purchasing power.

c. Consolidation of financial statements – The consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S.A.B. de C.V. and its subsidiaries, of which it owns 99.99% of the shares representing their common stock. The consolidated subsidiaries are as follows:

• Aeropuerto de Aguascalientes, S.A. de C.V.

• Aeropuerto del Bajío, S.A. de C.V.

• Aeropuerto de Guadalajara, S.A. de C.V.

• Aeropuerto de Hermosillo, S.A. de C.V.

• Aeropuerto de La Paz, S.A. de C.V.

• Aeropuerto de Los Mochis, S.A. de C.V.

• Aeropuerto de Mexicali, S.A. de C.V.

• Aeropuerto de Morelia, S.A. de C.V.

F-10

• Aeropuerto de Puerto Vallarta, S.A. de C.V.

• Aeropuerto de Los Cabos, S.A. de C.V.

• Aeropuerto de Tijuana, S.A. de C.V.

• Aeropuerto de Manzanillo, S.A. de C.V.

• Corporativo de Servicios Aeroportuarios, S.A. de C.V.

• GA del Pacífico Partipacoes do Brasil LTDA

• Puerta Cero Parking, S.A. de C.V.

• Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.

All significant intercompany balances, transactions and investments have been eliminated in the accompanying consolidated financial statements.

d. Income from operations – This line item is comprised by total revenues less operating costs. Although this presentation is not required by NIF B-3, Statement of Income, it is included because it represents a reliable measure of the economic and financial performance of the Company.

e. Comprehensive income – Comprehensive income comprised the net income of the period, plus other comprehensive income (loss) items of the same period, which are presented directly in stockholders’ equity without affecting the consolidated statements of income. For the years ended December 31, 2011, 2010 and 2009, comprehensive income is represented only by the net income of each year.

f. Classification of costs and expenses – Costs and expenses presented in the consolidated statements of income were classified according to their nature.

3. Summary of significant accounting policies

The accompanying consolidated financial statements have been prepared in accordance with MFRS, which require that management make certain estimates and use certain assumptions that affect the amounts reported in the financial statements and their related disclosures; however, actual results may differ from such estimates. The Company’s management, upon applying professional judgment, considers that estimates made and assumptions used were adequate under the circumstances. The significant accounting policies of the Company are as follows:

a. Accounting changes – Beginning January 1, 2011 the Company adopted the followings new NIFs:

NIF B-5, Segment Financial Information – Establishes the managerial approach to disclose financial information by segments, requiring the separate disclosure of interest income, interest expense and liabilities; and information on products, services, geographical areas, main customers and suppliers, as opposed to Bulletin B-5, which required that information disclosed to be classified by economic segments, geographical areas or homogeneous groups of customers and suppliers. See Note 22 for disclosures of the Company’s segments.

NIF C-6, Property, Plant and Equipment – Incorporates the treatment of exchange of assets pursuant to their commercial substance. It includes the basis to determine the residual value of a component, considering current amounts. It eliminates the rule of assigning a value based on an appraisal of property, plant and equipment acquired free of charge or at an inappropriate cost. It also establishes a requirement to continue to depreciate a component when it is not in use, except when depreciation methods are based on activity. The effects of this new NIF were applied retrospectively and led to enhanced disclosures.

NIF C-5, Prepaid Expenses – Establishes that their basic feature is that they do not transfer to the Company the risks and rewards inherent in the goods and services to be acquired or received. It also requires that impairment be recognized when such payments lose their ability to generate future benefits and how they should be presented in the balance sheet, as current or long-term assets. The recognition of this new NIF was applied retrospectively and led to a reclassification of advance payments to suppliers from account “Improvements to concession assets”, in the consolidated balance sheet as of December 31, 2010 as disclosed in the table below.

F-11

NIF B-1, Accounting Changes and Correction of Errors – Establishes that if an entity has implemented an accounting change or corrected an error, even though it is as a result of adopting a new or revised standard change (as is the case with NIF C-5 for 2011) or an error correction, it should present an additional statement of financial position as of the beginning of the earliest period for which comparative information is presented. It also requires that each line item in the statement of changes in stockholders’ equity show: a) initial balances previously reported, b) the effects of the retroactive application for each of the affected items in stockholders’ equity, segregating the effects of accounting changes and corrections of errors, and c) the beginning balances retrospectively adjusted. As previously mentioned, beginning January 1, 2011 the Company adopted the NIF C-5, accordingly, the previously presented balance of “Improvements to concession assets” in the consolidated balance sheets as of January 1, 2010 and December 31, 2010, of Ps. 3,513,391 and Ps. 4,148,034, respectively, were separated out to present advance payments to suppliers as a separate line item as shown below:

	Balances with adoption of NIF C-5
	January, 1, 2010		December, 31, 2010
Improvements to concession assets – net	Ps.	3,503,621	Ps.	4,034,940
Advances payments to suppliers	Ps.	9,770	Ps.	113,099

As this change did not significantly impact the comparability of financial information given the less than significant reclassification, the Company decided to not to present a consolidated balance sheet at the beginning of the earliest period presented.

b. Recognition of the effects of inflation – Since the cumulative inflation for the three fiscal years prior to those ended December 31, 2011, 2010 and 2009, was 12.26%, 15.19% and 14.48%, respectively, the economic environment in which the Company operates is considered to be non-inflationary in those years. Inflation rates for the years ended 2011, 2010 and 2009 were 3.82%, 4.40%, and 3.57%, respectively.

Beginning on January 1, 2008, the Company discontinued the recognition of the effects of inflation in its consolidated financial statements. However, its non-monetary assets and liabilities and stockholders’ equity include the restatement effects recognized through December 31, 2007.

c. Cash and cash equivalents – Cash and cash equivalents consist mainly of bank deposits in checking accounts and readily available daily investments of cash surpluses with immediate availability invested in Mexican Treasury Bills (CETES), as well as cash equivalents designated for expenditure, held in trust, classified as short or long-term assets according to their estimated maturity date. Cash is stated at nominal value and cash equivalents are valued at fair value; any fluctuations in value are recognized in comprehensive financing result (CFR) of the period.

d. Financial investments for trading purposes – From the date of acquisition, the Company classifies its investments in marketable securities as held for trading purposes, as it has the intention to trade such debt and/or equity instruments in the short-term, prior to their maturity. These investments are stated at fair value and any fluctuations in the value of these investments are recognized within current earnings. Fair value is determined based on quoted market prices in an active market. When an active market does not exist, fair value is determined based on accepted valuation techniques for pricing similar financial instruments.

e. Trade accounts receivable – The Company systematically and periodically reviews the aging and collection of its accounts receivable and records an allowance for doubtful accounts when evidence exists that they will not be fully recoverable. Financial instruments that potentially expose the Company to a significant concentration of credit risk are primarily trade accounts receivable; however, management believes guarantee deposits granted by clients adequately cover such risk.

F-12

f. Machinery, equipment and improvements on leased buildings – These assets are recorded at acquisition cost. Balances from acquisitions made through December 31, 2007, were restated for the effects of inflation by applying factors derived from the National Consumer Price Index (NCPI) through that date. Depreciation is calculated using the straight-line method based on remaining useful lives of the related assets, as described in Note 7.

g. Capitalized comprehensive financing result – The Company capitalizes CFR for qualifying assets, which relates to the construction being incurred to prepare an asset for its intended use. The amount of construction costs incurred on qualifying assets serve as the basis for capitalizing CFR, taking into consideration the borrowing costs used to finance such assets. The capitalization of CFR is suspended when the preparation of such assets is stopped until construction begins again or once the construction period is completed.

h. Improvements to concession assets – These assets are initially recorded at acquisition cost and through December 31, 2007, were restated using factors derived from the NCPI. This account includes the intangible assets generated from additions and improvements to concession assets in accordance with INIF 17, Service Concession Contracts, as well as other additions and improvements. Amortization is calculated using the straight-line method based on the useful lives of the related assets, as described in Note 8.

i. Advance payments to suppliers – As part of the commitment to comply with the investments as per the Master Development Program (MDP), the Company makes advance payments to suppliers that are related with improvements to concession assets and machinery equipment. The advance payments does not transfer to the Company the risks and rewards associated with the goods to be acquired or services to be received. Such payments are initially recorded at the amount of cash disbursed and are subsequently allocated to the corresponding asset once the related goods are acquired or services received.

j. Airport concessions – Concessions to manage, operate and develop each of the airports are recorded at acquisition cost and through December 31, 2007, were restated using factors derived from the NCPI. Amortization is calculated using the straight-line method over the concession’s term, as described in Note 9.

k. Rights to use airport facilities – Rights to use airport facilities are booked at its historical cost of the airport facilities as recorded by ASA. Through December 31, 2007, they were restated using factors derived from the NCPI. Amortization is calculated using the straight-line method based on the useful lives of the related assets, as described in Note 9.

l. Other acquired rights – Other acquired rights are recorded at acquisition cost and through December 31, 2007, were restated using factors derived from the NCPI. Amortization is calculated using the straight-line method over the period from the date of acquisition to the end of the 50-year concession term, as described in Note 11.

m. Impairment of long-lived assets in use – The Company reviews the carrying amounts of long-lived assets in use, pursuant to Bulletin C-15, Accounting for the Impairment and Disposal of Long-Lived Assets, when an impairment indicator suggests that such amounts might not be recoverable. Impairment is recorded when the carrying amounts exceed the greater of the present value of future net cash flows or the net sales price.

None of the 12 airports can be considered an “independent cash generating unit” since all are part of the Pacific Group package included in the Federal Government’s bidding process. Therefore, each concessionaire must operate its airports regardless of their individual results. Accordingly, the Company reviews its long-lived assets for impairment on a consolidated basis.

F-13

n. Financial risk management policy – The activities carried out by the Company expose it to a number of financial risks, including market risk (which encompasses foreign exchange and interest rate risks), credit risk and liquidity risk. The Company seeks to minimize the potential adverse effects of these risks on its financial performance through an overall risk management program. The Company uses derivative and non-derivative financial instruments to hedge against some exposures to financial risks embedded in the balance sheet (recognized assets and liabilities) and off-balance sheet risks (firm commitments and highly probable forecasted transactions) and never for speculation purposes. Both financial risk management and the use of derivative financial instruments are governed by Company policies approved by the Board of Directors and are carried out by the Company’s treasury department. The Company identifies, assesses and hedges the exposures of its operating subsidiaries on a centralized basis. The Board of Directors has approved written policies of a general nature with respect to the management of financial risks, as well as policies and limits associated to other specific risks. Compliance by Company’s management of established policies and exposure limits is reviewed by internal audit on an ongoing basis.

o. Derivative financial instruments – The Company obtains financing under different conditions. At the end of 2009, the Company entered into its first variable interest rate bank loan. In order to reduce its exposure to the risk of volatility in interest rates, the Company entered into an interest rate cap that establishes a ceiling for interest paid on the bank loans and effectively converts the variable rate profile of the debt to a fixed rate profile. The Company has designated the interest rate cap as a cash flow hedge. Its term extends from the date of its execution to the maturity date of the related bank loan. The Company only enters into derivative financial instruments with institutions of high reputation. The Company does not enter into derivative financial instruments for the purpose of speculation.

The Company recognizes all derivative financial instruments as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value, regardless of its intent for holding them. Fair value is determined based on quoted market prices in an active market. When an active market does not exist, fair value is determined based on accepted valuation techniques for pricing financial instruments.

When derivative financial instruments are entered into to hedge risks, and such derivatives meet all hedging requirements, their designation is documented at the beginning of the hedging transaction, which includes the Company’s risk management objectives and strategy for undertaking the hedge, identification of the hedging instrument, the hedged item, the nature of the risk being hedged, and how the entity will assess the hedging instrument’s effectiveness.

The accounting for changes in the fair value of a derivative financial instrument designated as a hedge depends on the type of hedge and is accounted as follows: (1) for fair value hedges, the gain or loss is recognized in current earnings offsetting the gain or loss on the hedged item; (2) for cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings; the ineffective portion of the gain or loss is reported in earnings immediately. When the Company determines the effectiveness of a cash flow hedge based on the intrinsic value of the instrument, it recognizes the changes in the time value of the instrument directly through earnings.

The Company discontinues hedge accounting if the hedging instrument expires or is sold, terminated, or exercised, if the hedge no longer meets the hedge accounting criteria – for example it is no longer effective, or for cash flow hedges, the forecast transaction is no longer expected to occur, or if the entity revokes the hedge designation.

Embedded derivative financial instruments are recognized for lease agreements that establish the payments in a different currency that the functional currency of the parties in the lease agreement. The embedded derivative is segregated, whose underlying is the fluctuation between the foreign currency and functional currency, and is measured at fair value through the period results.

F-14

p. Other assets – Costs incurred in the development phase, that meet certain requirements and that the Company has determined will have future economic benefits, are capitalized and amortized based on the straight-line method. Disbursements that do not meet such requirements, as well as research costs, are recorded in the results of the period in which they are incurred.

q. Provisions – Provisions are recognized for obligations that result from a past events, that are probable to result in the use of economic resources and that can be reasonably estimated; however, the final result could differ from the provision recognized.

r. Direct employee benefits – Liabilities for direct employee benefits are recognized based on the services rendered by employees, considering their most recent salaries. These benefits include mainly statutory employee profit sharing (PTU) payable, compensated absences, vacation and vacation premiums and incentives.

s. Employee benefits from termination and retirement – Liabilities from seniority premiums and severance payments are recognized as they accrue, and are calculated by independent actuaries using the projected unit credit method at nominal rates.

t. Statutory employee profit sharing – PTU is recorded in the results of the year in which it is incurred and presented under other income and expenses in the accompanying consolidated statements of income. Deferred PTU is derived from temporary differences that result from comparing the accounting and tax bases of assets and liabilities and is recognized only when it can be reasonably assumed that such difference will generate a liability or benefit, and there is no indication that circumstances will change in such a way that the liabilities will not be paid or benefits will not be realized.

u. Revenue recognition – The majority of the Company’s revenues are derived from rendering aeronautical services, which are generally related to the use of airport facilities by airlines and passengers. These revenues are regulated by the SCT through a “maximum rate” per “workload unit.” A workload unit is currently equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

Revenues from non-aeronautical services consist mainly of the leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees charged to third parties providing food catering and other services at the airports, and other miscellaneous revenues.

Commercial space within the terminals is leased through operating lease agreements, based on either a monthly fixed rent or a charge based on the higher of a minimum monthly rent or a percentage of the lessee’s monthly revenues.

All revenues are recognized net of any discounts, within a maximum thirty-day term subsequent to the time passengers depart, planes land or other services are provided, as the case may be, considering that the events that occur and services that are rendered in any given month are invoiced and recognized within that same month.

v. Revenues and cost of improvements to concession assets – In conformity with INIF 17, the Company must recognize the revenues and costs of additions and improvements to concession assets which they are obligated to perform at the airports as established by the MDP. Revenues represent the value of the exchange between the Company and the Government with respect to the additions and improvements, given that the Company constructs or provides improvements to the airports as obligated under the MDP and in exchange, the Government grants the Company the right to obtain benefits for services provided using those assets. The cost for such additions and improvements to concession assets is based on actual costs incurred by the Company in the execution of the additions or improvements, considering the investment requirements in the MDP. Through bidding processes, the Company contracts third parties to carry out such construction. The amount of revenues for these services are equal to the amount of costs incurred, as the Company does not obtain any profit margin for these construction services. The amounts paid are set at market value.

F-15

w. Foreign currency transactions – Foreign currency transactions are recorded at the exchange rate in effect on the day before the transaction date, published by the Central Bank of Mexico in the Federal Official Gazette (the difference between bank exchange rates in effect at the transaction date and the rates used by the Company is not considered material). Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at the balance sheet date. Exchange fluctuations are recorded as a component of CFR.

x. Income taxes – Corporate income tax (ISR) and the Business Flat Tax (IETU) are recorded in the results of the year they are incurred. To recognize deferred income taxes, based on its financial projections, the Company determines whether it expects to incur ISR or IETU and accordingly recognizes deferred taxes based on the tax it expects to pay. Deferred taxes are calculated by applying the corresponding tax rate to the applicable temporary differences resulting from comparing the accounting and tax bases of assets and liabilities and including, if any, future benefits from tax loss carryforwards and certain tax credits. Deferred tax assets are recorded only when there is a high probability of recovery.

y. Tax on assets – Tax on assets (IMPAC) paid in previous years that is expected to be recovered is recorded as an advance payment of income tax and is presented in the consolidated balance sheets as “Recoverable tax on assets.”

z. Earnings per share – Basic earnings per common share are calculated by dividing consolidated net income by the weighted average number of shares outstanding during the period. The Company does not have any dilutive securities; therefore basic and diluted earnings per share are the same.

4. Cash and cash equivalents

As of December 31, the balances are composed of the following:

	2011		2010
Cash	Ps.	471,672	Ps.	231,813
Cash equivalents designated for expenditure, held in trust		125,498		228,577
Investments of cash surpluses		1,518,338		1,888,417
		2,115,508		2,348,807
Long-term cash equivalents designated for expenditure, held in trust		19,502		—
	Ps.	2,135,010	Ps.	2,348,807

On December 23, 2009, the Company established a trust for investment and administration with Banamex, who acts as a trustee, while the airports of the Company are trustors and beneficiaries in second instance, and Rapiscan Systems, S.A. de C.V. (Rapiscan) is the beneficiary in first instance. The trust is controlled by a Technical Committee consisting solely of executives of the Company, although Rapiscan will be able to intervene in the event that the resources held in trust will be used for projects other than those stipulated in the trust agreement. On February 25, 2010, the Company signed a modification agreement, which converts the trust to an irrevocable trust whose funds are solely to be used for payment to Rapiscan in return for its construction services provided with respect to a documented baggage inspection project. If either party does not fulfill their obligations with respect to the trust agreement, the assets held in trust will be frozen until either a judicial resolution or an arbitration proceeding determines the rights of each party. The assets are only to be invested in government securities denominated in national currency or bonds guaranteed by the Mexican Government, as instructed by the Company, and should be immediately available. The duration of the trust is for the period in which the contracts with airports are in force and over which Rapiscan will fulfill the terms of the contract. As of December, 31, 2011, the balance of Ps. 57,710 includes the contributed funds and interest earned.

F-16

As mentioned in Note 1.b, on December 15, 2011, the Company established two trusts for investment and administration with Banamex, who acts as a trustee, while the airports of the Company are trustors and beneficiaries. The trusts are controlled by a Technical Committee consisting solely of executives of the Company, these trusts are revocable and are designed to pay for the construction and “Expansion of Terminal Building Phase III” in the Tijuana airport and “New Terminal T4” in the Los Cabos airport. The trust assets are only to be invested in government securities denominated in national currency or bonds guaranteed by the Mexican Government, as instructed by the Company, and should be immediately available for use. The duration of the trusts are for the period in which the contracts with airports are in force. As of December, 31, 2011, the balances in the Tijuana and San José airports are Ps. 31,489 and Ps. 55,801, respectively, includes the contributed funds and interest earned.

5. Financial investments held for trading purposes

Financial investments held for trading purposes are composed of the following at December 31:

	2011				2010
	Acquisition Cost		Fair Value		Acquisition Cost		Fair Value
PEMEX UMS Bonds	Ps.	278,328	Ps.	278,349	Ps.	231,279	Ps.	233,915

Investments held for trading purposes are composed of government bonds with immediate liquidity. According to the treasury policy of the Company, such investments will be sold within one year of acquisition. Investments are presented at fair value based on the market value of such bonds at each balance sheet date. Changes in fair value are recognized within comprehensive financing income in the consolidated statements of income.

6. Trade accounts receivable

Trade accounts receivable are composed of the following at December 31:

	2011			2010
Accounts receivable	Ps.	522,855		Ps.	513,846
Allowance for doubtful accounts		(228,352	)		(217,700	)
	Ps.	294,503		Ps.	296,146

Accounts receivable include balances invoiced to domestic and international airlines for passenger charges of Ps. 300,578 and Ps. 316,280 as of December 31, 2011 and 2010, respectively. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.

The Guadalajara Airport represented approximately 37%, 35% and 34% of consolidated revenues generated during the years ended December 31, 2011, 2010, and 2009. Also, approximately 91%, 91% and 89% of consolidated revenues during the years ended December 31, 2011, 2010, and 2009, respectively, were generated by the Company’s six largest airports (Guadalajara, Tijuana, Los Cabos, Puerto Vallarta, Guanajuato and Hermosillo).

Likewise, with the intention to mitigate the risk of credit with its clients, mainly for passenger charges, the airlines and other commercial clients provide cash guarantees, which are reported as deposits received in the Company’s consolidated balances sheets. As of December 31, 2011 and 2010, the balances are Ps. 316,389 and Ps. 226,412, respectively.

F-17

7. Machinery, equipment and improvements on leased buildings

Reconciliation of beginning and ending book balances in 2011 and 2010 is as follows:

	Balance as of December 31, 2010			Additions			Divestitures			Balance as of December 31, 2011
Investment:
Machinery and equipment	Ps.	542,225		Ps.	421,135		Ps.	(28,981	)	Ps.	934,379
Office furniture and equipment		120,581			16,365			(12,153	)		124,793
Computer equipment		176,110			64,069			(8,721	)		231,458
Transportation equipment		32,785			1,529			(3,474	)		30,840
Communication equipment		13,582			2,228			(810	)		15,000
Improvements on leased buildings		5,415			3,409			—			8,824
Total investment	Ps.	890,698		Ps.	508,735		Ps.	(54,139	)	Ps.	1,345,294
Accumulated depreciation:
Machinery and equipment	Ps.	(249,936	)	Ps.	(57,184	)	Ps.	22,849		Ps.	(284,271	)
Office furniture and equipment		(63,014	)		(12,871	)		10,375			(65,510	)
Computer equipment		(97,336	)		(35,810	)		7,817			(125,329	)
Transportation equipment		(25,909	)		(2,540	)		3,474			(24,975	)
Communication equipment		(5,188	)		(1,589	)		376			(6,401	)
Improvements on leased buildings		(2,149	)		(320	)		—			(2,469	)
Total accumulated depreciation	Ps.	(443,532	)	Ps.	(110,314	)	Ps.	44,891		Ps.	(508,955	)
	Balance as of January 1, 2010			Additions			Divestitures			Balance as of December 31, 2010
Investment:
Machinery and equipment	Ps.	426,161		Ps.	116,584		Ps.	(520	)	Ps.	542,225
Office furniture and equipment		118,609			6,460			(4,488	)		120,581
Computer equipment		136,237			42,487			(2,614	)		176,110
Transportation equipment		30,698			3,477			(1,390	)		32,785
Communication equipment		13,150			692			(260	)		13,582
Improvements on leased buildings		7,892			—			(2,477	)		5,415
Total investment	Ps.	732,747		Ps.	169,700		Ps.	(11,749	)	Ps.	890,698
Accumulated depreciation:
Machinery and equipment	Ps.	(210,490	)	Ps.	(39,910	)	Ps.	464		Ps.	(249,936	)
Office furniture and equipment		(52,776	)		(14,108	)		3,870			(63,014	)
Computer equipment		(73,009	)		(27,787	)		3,460			(97,336	)
Transportation equipment		(25,772	)		(1,527	)		1,390			(25,909	)
Communication equipment		(3,718	)		(1,573	)		103			(5,188	)
Improvements on leased buildings		(2,881	)		(387	)		1,119			(2,149	)
Total accumulated depreciation	Ps.	(368,646	)	Ps.	(85,292	)	Ps.	10,406		Ps.	(443,532	)

	2011		2010		Average Annual Depreciation Rate
Net amounts:
Machinery and equipment	Ps.	650,108	Ps.	292,289	10%
Office furniture and equipment		59,283		57,567	10%
Computer equipment		106,129		78,774	30%
Transportation equipment		5,865		6,876	25%
Communication equipment		8,599		8,394	10% and 30%
Improvements on leased buildings		6,355		3,266	5%
Total amounts	Ps.	836,339	Ps.	447,166

F-18

As of December 31, 2011 and 2010, the cumulative amount of capitalized CFR was Ps. 18,794 and Ps. 16,521, respectively.

8. Improvements to concession assets

Reconciliation of beginning and ending book balances in 2011 and 2010 is as follows:

	Balance as of December 31, 2010			Additions			Divestitures			Transfers			Balance as of December 31, 2011
Investment:
Improvements to concession assets	Ps.	4,109,966		Ps.	32,574		Ps.	(39,908	)	Ps.	939,701		Ps.	5,042,333
Construction in-progress		873,404			848,551			—			(939,701	)		782,254
Total investment	Ps.	4,983,370		Ps.	881,125		Ps.	(39,908	)	Ps.	—		Ps.	5,824,587
Accumulated amortization	Ps.	(948,430	)	Ps.	(257,277	)	Ps.	14,724		Ps.	—		Ps.	(1,190,983	)

	Balance as of January 1, 2010			Additions			Divestitures			Transfers			Balance as of December 31, 2010
Investment:
Improvements to concession assets	Ps.	3,853,686		Ps.	2,060		Ps.	(29,285	)	Ps.	283,505		Ps.	4,109,966
Construction in-progress		382,402			774,507			—			(283,505	)		873,404
Total investment	Ps.	4,236,088		Ps.	776,567		Ps.	(29,285	)	Ps.	—		Ps.	4,983,370
Accumulated amortization	Ps.	(732,465	)	Ps.	(226,349	)	Ps.	10,384		Ps.	—		Ps.	(948,430	)

	2011		2010		Average Annual Amortization Rate
Net amounts:
Improvements to concession assets	Ps.	3,851,350	Ps.	3,161,536	5% and 8%
Construction in-progress		782,254		873,404
Total amounts	Ps.	4,633,604	Ps.	4,034,940

Improvements to concession assets are comprised by intangible assets from additions and improvements to such assets in accordance with INIF 17, as well as other investments that have been carried out to the infrastructure of the airports, even though they are not regulated under the MDP’s commitments.

As of December 31, 2011 and 2010, the balance of machinery, equipment, improvements on leased buildings and improvements to concession assets includes Ps. 276,443 and Ps. 227,373, respectively, of investments pending to be paid by the Company. Construction in-progress relates mainly to the construction of a new Terminal at the Los Cabos airport, a Terminal expansion at the Tijuana airport, the enlargement of the satellite building at the Puerto Vallarta airport and a Terminal expansion project at the Guadalajara airport.

As of December 31, 2011 and 2010, the cumulative amount of capitalized CFR was Ps. 123,285 and Ps. 59,789, respectively.

9. Airport concessions

As described in Note 1.a, the Mexican Government granted concessions to manage, operate and develop 12 airports, and benefit from the use of the airport facilities over a 50-year term beginning November 1, 1998. The value of airport concessions and rights to use airport facilities was determined as explained in Note 1.a, and paid by GAP through the issuance of shares to the Mexican Government.

F-19

The table below shows the values of airport concessions and rights to use airport facilities as of December 31, 2011:

			Remaining amortization Term (years)		Original amortization term (years)
Acquisition cost assigned to:	Ps.	24,210,213
Rights to use airport facilities (Note 10):
Runways, aprons, platforms	Ps.	788,443		23		35
Buildings		876,867		13		25
Other facilities		138,596		—		10
Land		1,412,873		37		49
		3,216,779
Airport concessions		20,993,434		37		49
	Ps.	24,210,213

The original amortization term for the concessions is 49 years. As mentioned in Note 1.a, the concession value was assigned in August 1999, date in which the amortization term began, and will run through November 2048.

The value of the concessions at December 31 is as follows:

	2011			2010
Airport concessions	Ps.	20,993,434		Ps.	20,993,434
Less- accumulated amortization		(5,099,481	)		(4,667,971	)
	Ps.	15,893,953		Ps.	16,325,463

Each airport concession agreement contains the following terms and basic conditions:

• The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its MDP, and to provide airport, complementary and commercial services. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP. The Company’s investment plans under the MDP must be updated every five years starting from 2000 and approved by the SCT. During December 2009, the SCT authorized the Company’s MDP update for the five-year period from 2010 to 2014.

• The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and will be subject to inspections by the SCT.

• The concessionaire must pay a tax for the use of the assets under concession (currently 5% of the concessionaire’s annual gross revenues derived from the use of public property), in conformity with the Mexican Federal Duties Law.

• The concessionaire assumed ASA’s rights and obligations derived from airport-related agreements with third parties.

• ASA has the exclusive right to supply fuel for consumption at the airport.

• The concessionaire must grant free access to specific airport areas to certain Mexican Government agencies (such as customs and immigration) so that they may carry out their activities within the airport.

• According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SCT has applied sanctions in three different instances with respect to the same concession term.

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• The SCT may modify concession terms and conditions that regulate the Company’s operations.

• The concession may be renewed in one or more instances, for terms not to exceed an additional 50 years.

10. Rights to use airport facilities

The value of the rights to use airport facilities at December 31 was as follows:

	2011			2010
Rights to use airport facilities	Ps.	3,216,779		Ps.	3,216,779
Less- accumulated amortization		(1,200,793	)		(1,114,668	)
	Ps.	2,015,986		Ps.	2,102,111

11. Other acquired rights

At December 31, the other acquired rights correspond to payments made by the Company after the date the concessions were granted, in order to early-terminate certain long-term leases contracts that existed at that time between ASA and third-party leaseholders. The rights acquired are comprised as follows:

	2011			2010			Remaining amortization term (years)		Original amortization term (years)
Right to operate the charter and general aviation terminal and FBO at Los Cabos airport terminal	Ps.	483,469		Ps.	483,469			37		48
Right to operate commercial space at Tijuana airport		19,443			19,443			37		46
Right to operate various space at Puerto Vallarta airport		358,095			358,095			37		44
Right to operate commercial space at Guadalajara airport		108,235			108,235			37		44
Right to operate various parking lots		7,118			7,118			37		44
		976,360			976,360
Less – accumulated amortization		(198,260	)		(177,180	)
	Ps.	778,100		Ps.	799,180

12. Hedging derivative financial instrument

On December 9, 2009, the Company entered into unsecured credit agreements with crossed guarantees by its individual airports, with Banamex and HSBC receiving funds for Ps. 325,723 from each institution, for a total of Ps. 651,446. The loans bear interest at the variable Mexican Interbank Equilibrium Interest Rate (TIIE) plus 350 basis points, requiring quarterly payments of principal and interest for a period of seven years. Funds from the loan are intended to fulfill investment commitments.

With respect to the loans, each contracting airport entered into a derivative financial instrument with Banamex. This instrument establishes a ceiling of 7% on the variable 91-day TIIE interest rates stipulated in the loan agreements (representing the strike price of the hedging instrument), which when added to the 350 basis points established in the loan agreements and the related hedge contract, results in a maximum interest rate of 10.50%. The effective date of the hedge begins in the fourth year of the related debt agreement and extends to the end of the term of the debt. This hedge applies to both loans issued by Banamex and by HSBC. The Company paid a premium of Ps. 14,667 in December 2009. The Company has designated the derivative as a cash flow hedge. The time value of money has been excluded (extrinsic value) from the calculation of effectiveness of the hedge, and as the critical characteristics of the hedge and the amount covered are matched, the hedge is considered to be 100% effective.

F-21

At December 31, 2011, details of the hedging instrument are as follows:

Year	Notional amount		Start date of the hedging instrument	Maturity date	Interest rate	Maximum interest rate	Fair Value
2009	Ps.	82,145	December 2012	December 2016	TIIE+350 bp	10.50%	Ps.	923
2010		290,109	January 2013	January 2017	TIIE+350 bp	10.50%		3,545
Total	Ps.	372,254					Ps.	4,468

During 2011 and 2010, the Company recognized Ps. 2,670 and Ps. 6,509, respectively, in CFR as an expense of the period due to the extrinsic value of the premium paid; no amounts have been recognized through other comprehensive income at the date of these financial statements because the hedge has no intrinsic value.

13. Employee benefits

The liability for employee benefits at December 31 was as follows:

	2011		2010
Termination benefits:
Seniority premiums	Ps.	2,512	Ps.	2,265
Severance payments at the end of the work relationship		10,349		8,528
Retirement benefits:
Seniority premiums		3,604		3,114
Severance payments at the end of the work relationship		42,049		31,309
	Ps.	58,514	Ps.	45,216

The Company provides seniority premium benefits to its employees, which consist of a lump sum payment of 12 days’ wages for each year worked, calculated using the most recent salary, not to exceed twice the legal minimum wage established by law. Additionally, the Company pays severance at the end of the work relationship, in some circumstances. The related liability and annual cost of such benefits are calculated by an independent actuary on the basis of formulas defined in the plans using the projected unit credit method.

a. Termination benefits – The net cost of the period for the obligations derived from termination benefits in 2011, 2010 and 2009, from seniority premiums and severance payments at the end of the work relationship, was Ps. 4,011, Ps. 4,176 and Ps. 4,187, respectively, which includes Ps. 1,944, Ps. 1,905, and Ps. 2,940, respectively, of paid benefits during the period.

Unamortized items related to termination benefits will be amortized over a one year period. As of December 31, 2011, there is a remaining balance of Ps. 683, pending amortization during 2012, which resulted from the initial impacts of adopting NIF D-3 Employee Benefits, of Ps. 2,732.

b. Retirement benefits – Seniority premiums – The net cost of the period for the obligations derived from seniority premiums was Ps. 520, Ps. 447 and Ps. 378 in 2011, 2010, and 2009, respectively. Other disclosures required by financial reporting standards are considered immaterial.

c. Retirement benefits – Severance payments at the end of the work relationship – The present values of these obligations and the rates used for their calculations at December 31 were as follows:

	2011		2010
Vested benefit obligation	Ps.	2,480	Ps.	2,038
Nonvested benefit obligation		57,336		48,399
Defined benefit obligation		59,816		50,437

F-22

	2011			2010
Unamortized items:
Prior service costs		(2,705	)		(5,220	)
Past service costs for changes to the plan		(6,708	)		(7,076	)
Unrecognized actuarial gains and losses		(8,354	)		(6,832	)
		(17,767	)		(19,128	)
Net projected liability	Ps.	42,049		Ps.	31,309

Nominal rates used in actuarial calculations were as follows:

	2011			2010
Discount of the projected benefit obligation at present value		7.5	%		7.5	%
Increase in salaries		5.0	%		5.0	%

The remaining amortization period for prior service costs is one year and 21 years for past services costs for changes to the plan, respectively.

The net cost of the period is comprised of the following:

	2011		2010		2009
Service cost of the year	Ps.	4,172	Ps.	3,088	Ps.	2,963
Interest cost of the year		3,706		2,766		2,568
Prior service costs, changes to the plan and unrecognized actuarial losses		3,012		2,866		2,881
	Ps.	10,890	Ps.	8,720	Ps.	8,412

Changes to the present values of the defined benefit obligation are as follows:

	2011			2010
Present value of defined benefit obligation as of January 1	Ps.	50,437		Ps.	35,149
Service cost		4,172			3,088
Interest cost		3,706			2,766
Actuarial loss		1,653			10,673
Benefit paid		(152	)		(1,239	)
Present value of defined benefit obligation as of December 31	Ps.	59,816		Ps.	50,437

d. Under Mexican legislation, the Company must make payments equivalent to 2% of its workers’ daily comprehensive salary to a defined contribution plan that is part of the retirement savings system. The expense was Ps. 4,275, Ps. 4,079 and Ps. 3,873 in 2011, 2010 and 2009, respectively.

14. Bank loans

On August 31, 2007 the Company entered into an unsecured credit agreement, with crossed guarantees by its individual airports, with Banamex for a total amount of Ps. 1,214,000, bearing fixed interest at a rate of 8.52%. The agreement matures in seven years from the date of the borrowing and payments and amortization of principal are required to be made in 28 equal and consecutive quarterly payments. Such funds were disbursed on different dates as follows: i) on September 7, 2007, the Los Cabos airport borrowed Ps. 330,000, the Puerto Vallarta airport borrowed Ps. 193,000, the Hermosillo airport borrowed Ps. 44,000 and the Guanajuato airport borrowed Ps. 33,000, ii) on January 30, 2008, the Los Cabos airport borrowed Ps. 273,000, the Guanajuato airport borrowed Ps. 28,000, the Puerto Vallarta airport borrowed Ps. 26,000 and the Hermosillo airport borrowed Ps. 17,000, and iii) on January 30, 2009, the Los Cabos airport borrowed Ps. 202,000, the Hermosillo airport borrowed Ps. 41,000, the Guanajuato airport borrowed Ps. 19,000 and the Puerto Vallarta airport borrowed Ps. 8,000.

F-23

On December 9, 2009, the Company entered into contracts for unsecured credit agreements, with crossed guarantees among the individual airports, with Banamex and HSBC for Ps. 325,723 from each institution, totaling Ps. 651,446. The loans bear interest at a variable TIIE rate plus 350 basis points and require quarterly principal and interest payments for a period of seven years. Such funds were disbursed in different dates as follows: i) on December 9, 2009, the Guadalajara airport borrowed Ps. 96,994, the Guanajuato airport borrowed Ps. 26,982, and the Hermosillo airport borrowed Ps. 19,778, and ii) on February 3, 2010, the Guadalajara airport borrowed Ps. 246,096, the Guanajuato airport borrowed Ps. 49,048, the Hermosillo airport borrowed Ps. 44,070 and the Puerto Vallarta airport borrowed Ps. 168,478.

In connection with the December 9, 2009 loan, the Company entered into a hedge with Banamex, as explained in Note 12.

On May 26, 2011, the Company entered into a contract for unsecured credit agreement, with crossed guarantees among the individual airports, with HSBC for Ps. 1,023,980, for the Los Cabos, Puerto Vallarta, Guadalajara, Hermosillo and Guanajuato airports. The loans bear interest at a variable 28-day TIIE plus 165 basis points and require quarterly principal and interest payments for a period of seven years. Funds of 2011 were disbursed on different dates as follows: i) on May 26, 2011 for Ps. 184,152, ii) on July 11, 2011 for Ps. 247,142, iii) on December 23, 2011 for Ps. 228,213. The remaining balance of Ps. 364,473 will be disbursed during 2012.

On June 6, 2011, the Company entered into a contract for unsecured credit agreement, with crossed guarantees among the individual airports, with Banamex for Ps. 551,372, for the Los Cabos, Puerto Vallarta, Guadalajara, Hermosillo and Guanajuato airports. The loans bear interest at a variable 91-day TIIE plus 135 basis points for the 2011 disbursements, and at the variable 91-day TIIE rate plus 143 basis points for the 2012 disbursements. Both dispositions will require quarterly principal and interest payments for a period of seven 7 years. Funds of 2011 were disbursed on different dates as follows: i) on June 7, 2011for Ps. 99,158, ii) on July 11, 2011 for Ps. 133,077, iii) on December 23, 2011 for Ps. 122,884. The remaining balance of Ps. 196,253 will be disbursed during 2012.

The proceeds of these loans will be used for working capital and to comply with the MDP commitments.

As of December 31, 2011 the unpaid consolidated balances from the loans previously described, mature as follows:

Year	Amount
2012	Ps.	411,439
2013		411,439
2014		390,011
2015		288,867
2016		247,654
Thereafter		274,208
	Ps.	2,023,618

At December 31, 2011, bank loans are payable by the following airport subsidiaries:

Airport	Current		Long-Term		Total
Guanajuato	Ps.	29,258	Ps.	112,094	Ps.	141,352
Guadalajara		82,897		401,202		484,099
Hermosillo		30,062		110,207		140,269
Puerto Vallarta		92,133		366,090		458,223
Los Cabos		177,089		622,586		799,675
Total	Ps.	411,439	Ps.	1,612,179	Ps.	2,023,618

F-24

The loan agreements limits the use of proceeds for the financing of capital expenditures and working capital of the Company, in addition to prohibiting the merger of the airport creditors with any other company, as well as the prohibition of sales or transfers of assets in an amount greater than Ps. 1,000, without previous authorization from the creditors and requires the Company to maintain certain financial ratios. If the individual airports are unable to fulfill their commitments and maintain the minimum financial ratios under the credit agreements, dividends cannot be declared. As of December 31, 2011, the Company was in compliance with all covenants stipulated by its credit agreements.

15. Stockholders’ equity

a. At December 31, 2011, 2010 and 2009, common stock consists of the following:

	Number of Shares		Nominal Value		Restatement Effect		Total
Fixed Capital
Series B		476,850,000	Ps.	13,616,849	Ps.	7,075,955	Ps.	20,692,804
Series BB		84,150,000		2,402,974		1,248,698		3,651,672
Total		561,000,000	Ps.	16,019,823	Ps.	8,324,653	Ps.	24,344,476

Series BB shares, which may represent up to 15% of capital stock, may only be transferred upon prior conversion into Series B shares, based on certain time restrictions.

b. In an Ordinary General Stockholders’ Meeting held on April 28, 2009, the stockholders approved an increase to the stock repurchase program to repurchase up to a maximum amount of Ps. 864,265 in shares in accordance with the Securities Market Law, to be executed as the Company’s management determines it is convenient or necessary. During 2009, the Company repurchased 360,000 shares, which when added to shares repurchased during 2008, totaled 2,080,000 shares for a cumulative amount of Ps. 54,475, which represented 0.37% of the outstanding shares (Series B plus Series BB shares). These shares were reissued in the market in 2009 for Ps. 53,712, at a loss of Ps. 248, recorded in retained earnings, net of the dividend received of Ps. 515. The calculation of weighted average shares outstanding includes the effect of the repurchased and reissued shares during 2009.

c. In the General Stockholders’ Meeting held on April 28, 2009, the stockholders declared cash dividends in the amount of Ps. 1,200,000, of which Ps. 870,000 were paid on May 25, 2009 and Ps. 330,000 were paid on November 3, 2009.

d. During the Ordinary Stockholders’ Meeting held on April 27, 2010, the stockholders proposed a dividend payment of Ps. 1,000,000. The proposal was not approved, because certain stockholders of less than 10,000 shares stated that in their opinion, the right of AMP, the holder of the Series BB shares, to vote, was suspended as a result of a civil matter and related legal notification issued by a district court in Mexico City. On the same day, in an Extraordinary Shareholders’ Meeting, a proposal was presented to reduce common stock for Ps. 900,000, to be paid proportionately among the holders of outstanding shares, no later than May 28, 2010. However, this proposal also remained unapproved for the same reason that the aforementioned dividend payment was not approved.

e. In an Ordinary Stockholders’ Meeting held on June 2, 2010, the stockholders approved a dividend payment of Ps. 1,000,000, which was paid in cash on June 15, 2010 for Ps. 750,000, and on August 19, 2010 for Ps. 250,000. On the same day, in an Extraordinary Stockholders’ Meeting, the stockholders presented a proposal for a reduction of common stock for Ps. 900,000, which was not approved.

f. At an Ordinary General Stockholders’ Meeting held from July 22 to July 25, 2010, the stockholders approved a second stock repurchase program to repurchase up to a maximum amount of Ps. 1,000,000, to be executed as the Company’s management determines it is convenient or necessary, in accordance with the Securities Market Law. During 2010, the Company repurchased a total of 13,914,900 shares for Ps. 609,809, which represented 2.5% of the outstanding shares. The calculation of weighted average shares outstanding, in the consolidated statements of income, includes the effect of the repurchased shares during 2010. In addition, in an extraordinary Stockholders’ Meeting held on July 22, 2010, the stockholders presented a proposal for a reduction of common stock for Ps. 1,000,000, which was not approved.

F-25

g. At an Ordinary Stockholders’ Meeting held on April 27, 2011, the stockholders approved a dividend payment of Ps. 1.4424 per share to be made on or before May 31, 2011, and a second payment of Ps. 0.4807 per share to be made on or before November 30, 2011. Both dividends were paid in cash on May 31, 2011 for a total of Ps. 780,000, and on November 29, 2011 for a total of Ps. 255,117. On the same day, the stockholders approved the cancellation of the remainder of the stock repurchase program, approved at the Ordinary General Stockholders’ Meeting held from July 22 to July 25, 2010 for Ps. 86,198. Additionally, the stockholders approved a stock repurchase program to repurchase up to a maximum amount of Ps. 473,500 to be executed as the Company’s management determines it is convenient or necessary, in accordance with the Securities Market Law. During 2011, the Company repurchased a total of 16,364,500 shares for Ps. 777,493, which represented 2.9% of the outstanding shares. The calculation of weighted average shares outstanding, in the consolidated statements of income, includes the effect of the repurchased shares during 2010 and 2011.

h. The General Corporate Law requires that at least 5% of net income of the year be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (nominal pesos). The legal reserve may be capitalized but may not be distributed, except in the form of stock dividends, until the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. At December 31, 2011, 2010 and 2009, the legal reserve, in nominal pesos, was Ps. 479,255, Ps. 404,247 and Ps. 344,275, respectively, amounts that represent 3.0%, 2.5% and 2.1% of the nominal value of capital stock, respectively.

i. Dividends paid to non-resident holders with respect to Series B shares and American Depositary Shares (ADS’s, unit ownership of U.S. stockholders) are currently not subject to Mexican withholding tax. Dividends that are paid from a company’s distributable earnings that have not been subject to ISR will be subject to a corporate level dividend tax calculated at the tax rate applicable to the distribution year. This corporate level dividend income tax on the distribution of earnings may be applied as a credit against ISR corresponding to the fiscal year in which the dividend was paid and the subsequent two fiscal years following the date in which the dividend was paid.

j. The balances of stockholders’ equity tax accounts as of December 31 were as follows:

	2011		2010		2009
Contributed capital account (CUCA)	Ps.	27,720,753	Ps.	28,028,818	Ps.	26,847,527
Net tax income account (CUFIN)		1,205,583		1,106,564		1,006,911
Total	Ps.	28,926,336	Ps.	29,135,382	Ps.	27,854,438

16. Foreign currency balances and transactions

a. At December 31, the foreign currency monetary position was as follows:

	2011		2010
Thousands of U.S. dollars:
Monetary assets:
Cash and cash equivalents		368		18,152
Financial investments held for trading purposes		19,912		18,929
Trade accounts receivable		2,977		3,579
		23,257		40,660
Monetary liabilities:
Suppliers		824		176
Net monetary asset position		22,433		40,484
Equivalent in Mexican pesos	Ps.	313,584	Ps.	500,265

F-26

b. Transactions denominated in foreign currency were as follows:

	2011		2010		2009
	(In thousands of U.S. dollars)
Revenues from aeronautical and non-aeronautical services		22,572		22,238		22,389
Revenues for recovery expenses		626		160		500
Technical assistance fee		5,209		5,132		4,996
Import purchases, technical assistance and other expenses		5,621		6,013		3,234

c. The exchange rates in effect at the dates of the consolidated balance sheets and the date of the related report of the independent auditors were as follows:

			December 31,				March 20, 2012
	2011		2010		2009
Mexican pesos per one U.S. dollar (see Note 3.w)	Ps.	13.9787	Ps.	12.3571	Ps.	13.0587	Ps.	12.6645

17. Transactions with related parties

Transactions with related parties, carried out in the ordinary course of business, were entered into at prices comparable to those for transactions with independent parties and were as follows:

	2011		2010		2009
AMP, entity with significant influence
Expenses:
Technical assistance fees	Ps.	136,191	Ps.	128,384	Ps.	111,721
Services received	Ps.	245	Ps.	209	Ps.	6,007
AENA Desarrollo Internacional S.A., affiliate entity
Expenses:
Services received	Ps.	—	Ps.	1,301	Ps.	2,008

In 1999, GAP and AMP entered into a technical assistance and transfer-of-technology agreement whereby AMP and its stockholders agreed to render administrative and advisory services and transfer industry technology and know-how to GAP in exchange for consideration. The agreement’s original 15-year term may be automatically renewed for successive five-year terms, with the approval of the stockholders, unless one party gives a termination notice to the other at least 60 days prior to the effective termination date. Only the Stockholders’ Meeting has the authority to decide the non-renewal or deny the renewal of the agreement. If GAP decides to cancel or renew the agreement, GAP needs the approval of at least 51% of the holders of Series B shares other than AMP or any party related to AMP, accordingly to the participation agreement signed on August 25, 1999 among the SCT, GAP, its strategic partner and the shareholders of the strategic partner.

According to the agreement, as of January 1, 2000, the Company committed to pay AMP annual consideration of U.S.$ 7,000,000 for the years 2000 and 2001 and, beginning in 2002, the greater of U.S.$ 4,000,000 (these amounts are subject to adjustment based on the U.S. National Consumer Price Index (CPI)) or 5% of GAP’s consolidated operating income, defined as earnings before interest income or expense, calculated prior to deducting the technical assistance fee, income taxes, depreciation and amortization.

AMP is also entitled to the refund of expenses incurred in the rendering of services provided for in the agreement.

F-27

The total amounts paid to executive officers were as follows:

	2011		2010		2009
Benefits paid	Ps.	20,228	Ps.	20,387	Ps.	19,883

18. Other expenses

a. The total amounts are comprised as follows:

	2011		2010		2009
PTU	Ps.	(2,759)	Ps.	(387)	Ps.	(599)
Loss on sale of fixed assets		(6,923)		(616)		(6,859)
Repairs due to natural disasters		(1,002)		(1,499)		(3,829)
Other		1,338		537		(423)
	Ps.	(9,346)	Ps.	(1,965)	Ps.	(11,710)

b. PTU is comprised as follows:

	2011		2010		2009
PTU:
Current	Ps.	(3,813)	Ps.	(1,785)	Ps.	(1,759)
Deferred		1,054		1,398		1,160
	Ps.	(2,759)	Ps.	(387)	Ps.	(599)

c. Deferred PTU as of December 31, 2011 and 2010, was originated by provisions for employee benefits and other accounts payable, which amount to Ps. 8,529 and Ps. 7,475, respectively.

19. Income taxes

The Company is subject to ISR and IETU.

ISR – The ISR rate is 30% for 2010 through 2012 and was 28% in 2009; it will be 29% for 2013 and 28% for 2014 and thereafter.

IETU – Revenues, as well as deductions and certain tax credits, are determined based on cash flows of each fiscal year. Beginning in 2010, the IETU rate is 17.5%, and it was 17% in 2009. The Asset Tax (IMPAC) Law was repealed upon enactment of the IETU Law; however, under certain circumstances, IMPAC paid in the ten years prior to the year in which ISR is paid for the first time, may be recovered, according to the terms of the law.

The income tax expense in the year is paid based on the higher of ISR and IETU.

According to its financial projections and in accordance with Financial Reporting Standard Interpretation (INIF) 8, Effects of the Business Flat Tax, the Company determined all its subsidiaries will essentially pay ISR in the future, except for Corporativo de Servicios Aeroportuarios, S.A. de C.V. (Corsa), Puerta Cero Parking, S.A. de C.V. (PCP) and Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (SIAP), which essentially will pay IETU. Deferred income taxes are recognized at each subsidiary based on the tax expected to be paid.

a. Recoverable income taxes paid on dividends

In 2007, the Guadalajara airport deducted Ps. 23,022 of ISR paid on dividends in 2006 against its 2006 annual tax return. Subsequently, the tax authorities rejected the deduction, arguing it was incorrect. On September 9, 2010, the Guadalajara airport received a resolution from the authorities, confirming the Company’s criteria regarding the recoverable income taxes paid on dividends in 2006. On April 19, 2011, the Guadalajara airport received the refund of ISR paid on dividends of Ps. 41,526 (interest included Ps. 18,504).

F-28

In 2009, the Aguascalientes and Morelia airports paid dividends which generated income tax on dividends of Ps. 933. The Company’s management estimates that this amount will not be recoverable within the time limit, and thus created a valuation allowance for the full amount of the asset.

In 2010, the Company wrote-off the recoverable income taxes paid on dividends distributed in previous years at the Tijuana and Guanajuato airports, for a total amount of Ps. 62,318, and the income taxes paid on dividends in the current year for the Aguascalientes, Guanajuato, Guadalajara, Hermosillo, Mexicali, Puerto Vallarta and Los Cabos airports for a total amount of Ps. 21,876. Despite the fact that the Company is able to recover these taxes paid, the Company’s management determined that if the tax is credited against future income taxes payable, it significantly decreases the possibility to pay dividends in subsequent years from CUFIN.

In 2011, the Company wrote-off the recoverable income taxes paid on dividends in the current year for the La Paz, Mexicali and Morelia airports for a total amount of Ps. 627, as management determined it would not be able to recover such amount in subsequent years.

The Company’s management will continue to evaluate the possibility of recovering income taxes paid on an annual basis based on its financial projections.

b. Recoverable taxes

In 2003, the Company filed a request with the tax authorities regarding the confirmation of the criteria with respect to the basis that the Company could use to calculate asset tax. The Company requested that such calculation, based on the interpretations of tax law as published by the Mexican Treasury Department, should only take into account the amount effectively paid by AMP for the shares of the Company that was reflected in the assets in each concession acquired through the bidding process.

After several legal procedures, on August 29, 2006, the Mexican Treasury Department confirmed the criteria for the Aguascalientes, Hermosillo, La Paz, Los Mochis, Morelia and Manzanillo airports, reducing the asset tax basis for these airports. Thus, for these airports, the base used to calculate tax on assets considers only the amount effectively paid by AMP for its 15% of the shares of the Company. This generated a recoverable tax as of December 31, 2006 for Ps. 190,537 (nominal pesos), plus Ps. 18,026 (nominal pesos) related to inflation, for a total recoverable asset of Ps. 208,563 (nominal pesos) recognized within the current recoverable income tax asset.

In 2007, the Company received a refund of Ps. 146,407 (nominal pesos). The tax authorities denied the remaining amounts. The majority of these amounts were recovered through different legal procedures that concluded in 2010 with the refunded amounts.

As of December 31, 2011, the only remaining portion pending to be recovered corresponds to the Hermosillo airport for Ps. 25,322 (interest included). The tax authorities determined that the recoverable amount should be the result of the ISR calculation for the year and not be treated as an overpayment of taxes for the year. The risk with the resolution criteria is that the right to receive the refund of the amounts claimed will expire, as well as the favorable interest being sought by the Company. Therefore, the Company will file a legal petition to recover the full amount and based on the opinion of its legal counsel, management believes an unfavorable outcome is remote.

For the Guadalajara, Los Cabos, Tijuana, Guanajuato, Puerto Vallarta and Mexicali airports, on May 20 and 24, 2011, the Company received a resolution related to a sentence issued on June 5, 2009. In these documents, the tax authority establishes that the airports have to calculate the asset tax base considering 100% of the assets utilized as part of their operations, which management believes are based on improper arguments associated with ownership percentages and utilizing tax consolidation rules, which are not applicable for the airports. The Company’s management based on the advice of certain of its legal counselors does not believe there are sufficient elements to recover the amounts paid and has therefore not recognized an asset for such amounts in the consolidated balance sheets.

F-29

c. Income tax expense consists of the following:

	2011			2010			2009
ISR:
Current	Ps.	473,268		Ps.	469,836		Ps.	359,553
Deferred		(270,508	)		(472,776	)		(211,778	)
Deferred ISR due to tax rate increases		—			—			(8,967	)
Write-off of recoverable income tax		627			84,194			933
IETU:
Current		6,862			12,198			9,943
Deferred		3,170			2,000			(8,510	)
Deferred IETU due to tax rate increases		—			—			(257	)
	Ps.	213,419		Ps.	95,452		Ps.	140,917

d. The reconciliation of the statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the years ended December 31 is shown below:

	2011			2010			2009
Statutory rate		30	%		30	%		28	%
Effect of tax rate increase		—			—			(1	%)
Effects of inflation		(16	%)		(28	%)		(20	%)
Effects of cancellation of recoverable income taxes		—			5	%		—
Change in valuation allowance		(1	%)		(1	%)		4	%
Effective rate		13	%		6	%		11	%

e. At December 31, the main items comprising the deferred income tax asset are:

	2011			2010
Deferred ISR asset (liability):
Allowance for doubtful accounts	Ps.	61,747		Ps.	58,991
Airport concessions and rights to use airport facilities		1,511,785			1,299,822
Machinery, equipment and improvements on leased buildings		49,559			38,511
Improvements to concession assets		155,279			117,877
Capitalized comprehensive financing result		(22,020	)		(15,744	)
Embedded derivatives		(1,827	)		(3,468	)
Hedging derivative financial instrument		3,120			2,370
Deferred ISR		1,757,643			1,498,359
Effect of tax loss carryforwards		160,636			197,009
Valuation allowance for tax loss carryforwards		(107,363	)		(158,511	)
Net long-term deferred ISR asset		1,810,916			1,536,857
Deferred IETU asset (liability):
Employee benefits		10,978			9,487
Accounts receivable and payable – net		(12,077	)		(7,457	)
Machinery and equipment		(1,944	)		(1,901	)
Net long-term deferred IETU (liability) asset		(3,043	)		129
Net long-term deferred income tax asset	Ps.	1,807,873		Ps.	1,536,986

For the computation of the deferred income tax asset as of December 31, 2011 and 2010, the Company applied the corresponding rates according to the estimated date of reversal of its temporary differences.

F-30

f. As a result of the enactment of IETU law beginning in 2008, specifically with respect to the third transitory article, the Company has ten years to recover, under specific circumstances, existing asset tax credit carryforwards paid in previous years, which as of December 31, 2011 amount to Ps. 602,547. The previously mentioned article establishes the right to recover the tax on assets paid prior to the IETU law enactment date. However, to obtain a refund there are certain requirements that must be met, including: the tax on assets subject to recovery must have been paid over the previous ten years, the ISR has to be higher than the tax on assets for the three years prior to 2008 and is limited to 10% per year over the tax on assets effectively paid.

There are several interpretations as to how an entity can recover the tax on assets paid, but to the date there is no explicit definition from the tax authorities or a precedent from any court that provides clarity as to the proper manner in which to recover such amounts. The Company’s management believes it is prudent to apply a conservative approach to this matter and has therefore recognized a valuation allowance of Ps. 257,578, that can be reduced in future periods to reflect the related benefit in the consolidated statements of income in the year in which the tax authorities approve and pay-out the amounts pending recovery. The remaining amount of recoverable tax on assets is comprised of Ps. 252,555 (nominal value), and Ps. 92,414 of interest for the period from 2002 to 2011.

At December 31, the recoverable tax on assets is comprised as follows:

	2011			2010
Recoverable tax on assets paid	Ps.	602,547		Ps.	634,879
Valuation allowance for recoverable tax on assets paid		(257,578	)		(238,561	)
Recoverable tax on assets	Ps.	344,969		Ps.	396,318

At December 31, the recoverable tax on assets paid is comprised as follows:

	Tax on assets recoverable from 2011 results		Tax on assets expected to be recoverable from 2012 to 2017		Total
Guanajuato	Ps.	512	Ps.	2,142	Ps.	2,654
Guadalajara		16,400		82,684		99,084
Puerto Vallarta		2,414		7,583		9,997
Tijuana		34,219		199,015		233,234
Total	Ps.	53,545	Ps.	291,424	Ps.	344,969

g. Additionally, the Company has generated Ps. 573,702, of net operating loss carryforwards. The Company expects that only those net operating loss carryforwards at Grupo Aeroportuario del Pacífico, S.A.B. de C.V., the Aguascalientes and Morelia airports will be recoverable, which results in net operating loss carryforwards of Ps. 190,262 as of December 31, 2011 based on future ISR projections. As permitted by the Mexican tax authorities for concession operations, all tax loss carryforwards expire in 2048.

20. Commitments

a. The Company has leased office space under one five-year operating lease agreement, which was renewed in February 2008. The respective monthly rental payments is U.S.$ 38,233. Base rent is subject to increases according to the NCPI and the CPI.

Lease expense was Ps. 4,954, Ps. 5,014 and Ps. 5,068 for the years ended December 31, 2011, 2010, and 2009, respectively.

F-31

b. On December 28, 2009, the SCT authorized the Company’s MDP update for the five-year period from 2010-2014. The table below shows the investments to be made during this period, as approved by the SCT:

Year	Amount
2010		Ps. 553,904
2011		989,456
2012		562,217
2013		411,349
2014		253,731
		Ps.2,770,657

Amounts set forth above are expressed in thousands of Mexican pesos of purchasing power as of December 31, 2007, and have to be re-expressed using factors derived from the National Construction Price Index at the time of their execution.

21. Contingencies

a. Several municipalities have filed real estate tax claims against some subsidiary airports related to the land where the airports operate. Based on the opinion of its external legal counsel, the Company believes that there are no legal grounds for such claims. Therefore, the Company has initiated legal proceedings to invalidate the claims, and, where applicable, related foreclosures or other actions. Although no assurance can be given, the Company does not expect the resolutions to have any adverse effects on its consolidated financial position or results of operations.

In 2004 the Mexicali airport, had a claim for Ps. 89,000 (nominal pesos), which was guaranteed with an encumbrance on 25% of the daily revenues from the operation of the parking lot at the airport generated from November 2004 until September 24, 2008. The cumulative amount of such encumbrances is Ps. 6,300 (nominal pesos).

During 2008, the Company received a favorable resolution in the ultimate instance, therefore the Company requested in return the encumbrance amounts. On April 1, 2011, the Mexicali airport received in return the amount of Ps. 6,002 (including interest), however, there is a remaining pending to be returned of Ps. 1,294 (nominal pesos). The legal counsels of the Company are in the process of the recovery.

On June 8, 2005, the Tijuana airport received a municipal real estate tax claim of Ps. 146,442 (nominal value). On February 9, 2006, a bailment contract was issued on behalf of the airport for Ps. 141,770 (nominal pesos) in order to release an encumbrance of certain of its assets. In March 2008, the Tribunal declared the annulment of the tax claim, but upheld, however, the right for the municipal authorities to claim real estate taxes over commercial areas, thus, the Company filed a legal proceeding against the resolution, but it was denied. As the Tribunal declared the original tax claim null and void, the bailment was cancelled during 2008.

On October 20, 2010 the municipal authorities of Tijuana issued another payment request for real estate taxes covering the period from the year 2000 to 2010, however, in opinion of the Company lawyers this tax claim is out of the law, due to in previous occasions the tribunals declared null the first request corresponding to 2005 and 2006. In this date, the municipal authorities prevented to the airport to pay the required amount of Ps. 269,229 (nominal pesos) in the following three days, appointing several assets for an encumbrance and guarantee that amount in case the airport would not pay. The appointed assets did not affect the airport operation.

As the Company and its legal counsel believe that these tax claims are out of the law, GAP proceeded to filed an annulment judgment against the municipal authorities, which is pending resolution. Because, previous judgments in this and other airports have been resolved favorably for the Company, GAP and its legal counsel considered that an unfavorable outcome is remote.

F-32

b. In 1970, the Mexican Government expropriated a portion of land occupied by the Tijuana Airport, whereas in Guadalajara airport it occurred in 1975. Before such expropriations, a group of farmers called ejido, one in Tijuana and other different in Guadalajara, owned these lands. The farmers have raised claims against the indemnity payments received from the Mexican Government, and in Tijuana airport requested the reversion of the expropriation. During 2008, the Ejido Tampico in Tijuana airport received an unfavorable resolution, which was appealed. Subsequently the Ejido received a favorable resolution, which may affect the perimeter of the airport, due to the lack of information about the shape of the surface reverted in favor of the Ejido.

In the case of Guadalajara airport, the Ejido El Zapote and Santa Cruz del Valle presented an appeal with jurisdictional authorities against the SCT and the Reforma Agraria, regarding the expropriation decrees issued to build the airport. In November 2010, the Court granted the protection of the federal justice to the Ejidos El Zapote and Santa Cruz del Valle in Guadalajara airport, ordained to replace the administrative procedure of expropriation due to a lack of notification to these Ejidos and declared unsubsistence the Concession granted to the Guadalajara airport in 1998, in reference to manage, operate and develop the airport facilities. In opinion of the Company and its legal counsels, such resolution is undue, therefore it has been disputed by the Company through legal proceedings, which are pending resolution.

In case of such legal proceedings could resolved in some way affecting the Company interests, the Company has another legal resources to challenge any resolution. Besides, under Concession agreement, the Company has guaranteed the access to the airport’s land, and the Mexican government would be liable for any operational disruption caused by the farmers and would have to restore the concessionaire rights of use of public property, and compensate the economic damage to the airport. Thus, in opinion of the Company and its legal counsel, the possibility of an unfavorable outcome is remote.

c. Federal, state and environmental protection laws regulate the Company’s operations. According to these laws, the passing of regulations relating to air and water pollution, environmental impact studies, noise control and disposal of dangerous and non-dangerous material has been considered. The Federal Environmental Protection Agency has the power to impose administrative, civil and criminal penalties against companies violating environmental laws. It is also entitled to close any facilities that do not meet legal requirements. As of the date of these consolidated financial statements, the Company does not have any environmental sanctions against it.

d. In 2002, the Company settled a dispute with ASA related to administrative services provided to the Company during 1999. As a result of the settlement, the Company recorded a liability of Ps. 70,924 during 2002, which was paid to ASA during 2003. The Company considered these fees deductible for fiscal year 2003 and accordingly, on February 18, 2003, filed a request with the Mexican Treasury Department to confirm that such tax treatment was appropriate, regardless of the fact that the service was rendered in 1999.

Because of a denial by the Mexican Treasury Department to the Company’s request, it filed an appeal at each airport. As of December 31, 2010, only the Hermosillo airport judgment was pending, for an amount of Ps. 3,059. On January 24, 2011, the tax authorities confirmed that payments made to ASA are deductible.

F-33

e. The users of airports, principally airlines, have been subject to increased costs following the events of September 11, 2001 in addition to the events on December 26, 2009 in Detroit, Michigan. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security guidelines in the future. Because a substantial majority of the Company’s international flights involve travel to the U.S., the Company may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities. The Mexican Government, being part of the International Civil Aviation Organization (OACI), indirectly accepted a resolution proposed by OACI related to requiring all checked baggage on all commercial flights beginning in January 2006 to undergo a comprehensive screening process. The Company has concluded the installation of new screening equipment in all airports, however, it could be required to undertake significant additional capital expenditures. The Company has signed agreements with the airlines in which the airlines assumed their legal responsibility for all matters related to the operation of such equipment, and therefore the Company has accepted the request to operate them, in exchange to charge a fee to recover its expenses incurred.

f. Currently, the Mexican Treasury Department (MTD) carried out tax audits at certain of the Company’s airports. As a result of such audits, the Mexican Treasury Department claimed that the Aguascalientes, La Paz, Los Mochis, Mexicali and Morelia airports incorrectly applied the fiscal amortization rates with respect to the value of their respective concessions. The Company has filed administrative proceedings rejecting the claims made by the tax authority and defending its original position. With respect to the Aguascalientes and La Paz airports, the authority determined a fine of Ps. 1,733 and Ps. 3,700, respectively. These amounts were paid by the airports, however the Company has filed a judgment of nullity claiming the refund of these fines.

In December 2010, the airports of Aguascalientes and Mexicali received unfavorable rulings. On August 22, 2011, the Aguascalientes International Airport appealed the decision of the court to the Mexican Supreme Court and a decision is pending. In the case of Mexicali, the ruling was final and the tax adjustment resulted in a decrease of the Company’s net income by Ps. 3,397. Regarding the La Paz airport, on October 3, 2011 it received a favorable ruling in the first instance, which was appealed by the authority and its resolution is pending. The Morelia airport filed an appeal on October 26, 2011, which is still pending. The Los Mochis airport has filed a judgment of nullity on October 3, 2011, which is pending resolution. In the opinion of the Company’s management and its legal counsel, the possibility of an unfavorable outcome is considered remote.

g. On April, 25, 2011, the Company received a notice from the Comisión Nacional Bancaria y de Valores (National Banking and Securities Commission or CNBV) in which it initiated a proceeding for alleged violations of Mexican disclosure statutes primarily in connection with disputes among AMP’s shareholders during 2010. This notice is the first stage of the procedure to impose a fine on the Company. On June 3, 2011, the Company exercised its right to appeal the determination of the CNBV and to file evidence to contest this determination. At the date, there is no answer from the authority. In the opinion of the Company’s management and its legal counsel, the possibility of an unfavorable outcome is considered remote.

22. Information by operating segment

Operating segment information is presented based on how management evaluates the Company’s performance, in addition to providing condensed information related to its principal clients and suppliers.

The Company determines and evaluates its airports individual performances before allocating personnel-related costs and other costs incurred by SIAP, the subsidiary relating to the Company’s senior management. All airports provide similar services to their customers. The following table shows a summary of the Company’s financial information by segment as it relates to the Guadalajara, Tijuana, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports; these airports represent 92% of consolidated revenues. The financial information relating to the remaining six airports was combined and included under “Other Airports.” The financial information regarding SIAP, Corsa, Parking and the Company’s own operations (including investments in subsidiaries), was combined and included under “Other Companies”. The elimination of the investment of the Company in its subsidiaries is included under “Eliminations” along with any intersegment revenues and other significant intercompany operations.

F-34

December 31, 2011	Guadalajara			Tijuana			Puerto Vallarta			San José del Cabo			Hermosillo			Guanajuato			Other Airports			Other Companies			Eliminations			Total
Total external revenues
(Include revenues from INIF 17)	Ps.	1,618,135		Ps.	686,558		Ps.	773,401		Ps.	1,042,676		Ps.	209,746		Ps.	210,738		Ps.	397,480		Ps.	—		Ps.	—		Ps.	4,938,734
Total intersegment revenues		—			—			—			—			—			—			—			1,791,421			(1,791,421	)		—
Income from operations		785,185			171,532			251,540			386,894			52,231			48,436			(31,736	)		1,483,861			(1,504,401	)		1,643,542
Interest income		66,532			11,483			16,476			18,817			5,825			4,906			9,519			20,362			(13,661	)		140,259
Interest expense		(28,092	)		(3,538	)		(19,699	)		(21,237	)		(8,176	)		(9,063	)		(12,621	)		(4,988	)		13,661			(93,753	)
Income tax		137,497			(2,448	)		30,575			88,585			(2,784	)		880			(39,296	)		410			—			213,419
Total assets		9,348,324			5,336,250			4,092,814			3,788,695			1,560,068			1,304,264			3,682,377			26,575,690			(26,296,637	)		29,391,845
Total liabilities		743,749			129,501			615,999			1,044,502			194,097			183,192			185,224			228,726			(275,881	)		3,049,109
Cash provided by operating activities		913,923			318,966			331,186			402,351			100,561			90,144			160,760			(27,571	)		—			2,290,320
Capital expenditures in productive assets		(230,318	)		(225,012	)		(254,202	)		(370,226	)		(48,720	)		(59,611	)		(88,342	)		(10,641	)		—			(1,287,072	)
Cash used in financing activities		(673,037	)		(275,000	)		(124,760	)		17,962			(33,672	)		(53,927	)		(2,000	)		(1,812,629	)		1,740,018			(1,217,045	)
Investment in productive assets		7,614,673			4,504,828			3,489,329			3,135,349			1,271,670			1,107,935			3,159,896			51,233			(69	)		24,334,844
Depreciation and amortization for the year		275,192			157,626			138,833			111,959			49,449			47,005			151,306			12,724			—			944,094
December 31, 2010	Guadalajara			Tijuana			Puerto Vallarta			Los Cabos			Hermosillo			Guanajuato			Other Airports			Other Companies			Eliminations			Total
Total external revenues
(Include revenues from INIF 17)	Ps.	1,477,633		Ps.	639,248		Ps.	696,314		Ps.	781,073		Ps.	179,074		Ps.	182,302		Ps.	418,025		Ps.	—		Ps.	—		Ps.	4,373,669
Total intersegment revenues		—			—			—			—			—			—			—			1,746,706			(1,746,706	)		—
Income from operations		652,061			188,461			296,365			382,110			38,734			46,678			(33,396	)		1,476,336			(1,487,997	)		1,559,352
Interest income		48,827			36,058			17,678			26,126			6,350			6,869			25,077			41,999			—			208,983
Interest expense		(29,523	)		(3,548	)		(24,742	)		(46,382	)		(10,533	)		(10,539	)		(20,333	)		(5,777	)		—			(151,376	)
Income tax		97,521			34,336			48,023			85,029			(6,857	)		9,020			(179,083	)		7,463			—			95,452
Total assets		9,241,004			5,461,015			3,965,237			3,369,396			1,512,741			1,320,850			3,640,123			26,860,253			(26,481,337	)		28,889,282
Total liabilities		505,113			159,581			422,902			687,240			156,758			173,379			256,507			193,742			(336,845	)		2,218,377
Cash provided by operating activities		853,511			530,673			415,247			448,257			100,556			140,359			215,757			(127,211	)		21			2,577,170
Capital expenditures in productive assets		(226,622	)		(138,429	)		(144,709	)		(162,426	)		(49,682	)		(40,911	)		(162,847	)		(9,887	)		—			(935,513	)
Cash used in financing activities		(662,230	)		(270,000	)		(106,950	)		(394,052	)		(33,774	)		(44,004	)		(22,100	)		(1,609,809	)		1,676,483			(1,466,436	)
Investment in productive assets		7,620,136			4,449,079			3,352,636			2,806,313			1,266,394			1,105,364			3,231,398			52,701			(69	)		23,883,952
Depreciation and amortization for the year		283,226			141,762			117,216			94,506			47,162			41,386			138,793			15,890			—			879,941
December 31, 2009	Guadalajara			Tijuana			Puerto Vallarta			Los Cabos			Hermosillo			Guanajuato			Other Airports			Other Companies			Eliminations			Total
Total external revenues	Ps.	1,115,670		Ps.	422,710		Ps.	527,723		Ps.	566,593		Ps.	151,857		Ps.	148,654		Ps.	333,033		Ps.	—		Ps.	—		Ps.	3,266,240
Total intersegment revenues		—			—			—			—			—			—						1,448,981			(1,448,981	)		—
Income from operations		536,249			101,092			257,722			333,171			33,280			40,284			(31,557	)		1,211,147			(1,187,526	)		1,293,862
Interest income		49,881			35,258			14,536			39,072			6,903			9,871			30,391			14,585			—			200,497
Interest expense		(7,067	)		(2,777	)		(14,749	)		(31,842	)		(6,383	)		(6,534	)		(10,203	)		(11,163	)		—			(90,718	)
Income tax		58,347			(14,883	)		30,572			64,557			(6,413	)		(1,684	)		691			9,730			—			140,917
Total assets		9,256,323			5,467,182			3,723,717			3,345,732			1,487,365			1,289,479			3,556,370			26,903,577			(26,647,830	)		28,381,915
Total liabilities		263,194			81,077			218,763			696,105			128,148			112,910			300,384			132,332			(331,552	)		1,601,361
Cash provided by operating activities		749,515			289,050			387,675			401,133			77,291			75,811			215,192			17,623			(914	)		2,212,375
Capital expenditures in productive assets		(112,905	)		(70,814	)		(35,718	)		(72,782	)		(57,904	)		(44,940	)		(143,018	)		(4,033	)		—			(542,114	)
Cash used in financing activities		(499,030	)		(132,000	)		(302,718	)		(374,788	)		(14,013	)		(120,545	)		(36,375	)		(1,162,236	)		1,639,026			(1,002,679	)
Investment in productive assets		7,660,694			4,440,295			3,292,758			2,674,215			1,263,848			1,085,670			3,208,036			59,101			(69	)		23,684,548
Depreciation and amortization for the year		258,058			139,434			114,682			88,328			42,483			39,700			129,029			17,121			—			828,835

Productive assets are comprised of Machinery, equipment, Improvements to leased buildings, Improvements to concession assets, Airport concessions, Rights of use of airport facilities, Other acquired rights and Other assets.

Principal clients:

The Company has no dependence on a particularly client, as 65.5%, 66.0% and 64.0% of the total revenues for 2011, 2010 and 2009, respectively, correspond to passenger charges paid for use of the airport facilities. Additionally, no one client represents more than 10% of consolidated revenues.

Principal suppliers:

The Company has no dependence on a particularly supplier, as no one supplier represents more than 10% of its capital investments related to productive assets or of total operating costs.

F-35

23. Revenues

According to the General Law on Airports and its regulations, certain of the Company’s revenues are classified as airport, complementary and commercial services. Airport services generally include the use of airport runways, taxiways and parking areas for arriving and departing planes, use of passenger walkways, security services, hangars, and, in general, use of the space inside the terminal and other infrastructure by aircraft, passengers and cargo services. These services include rental of space that is vital for the operation of airlines and complementary service suppliers. Airport services also include access fees charged to third party providers of complementary services. Complementary services are ramps and handling services, catering, fuel supply, maintenance and repairs, and traffic and dispatch services. Airport services and complementary services are regulated services included in the maximum rate. Commercial services include services that are not essential for the operation of an airport; therefore, these revenues are not regulated by TM, such as car parking services, lease of space to retailers, restaurants and banks.

A price regulation system establishes a maximum rate for airport services and complementary services for each airport for each year in a five-year period. The maximum rate is the maximum amount of revenues per “workload unit” that may be earned at an airport each year from regulated sources. Under this regulation, a workload unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo. As of December 2010, SCT authorized the Company’s maximum rates applicable for the period 2010-2014.

During the periods ended December 31, 2011, 2010 and 2009, the Company charged up to 99.9%, 99.9% and 99.8%, respectively, of the maximum rate.

The table below presents a summary for the years ended December 31, 2011, 2010 and 2009, of the Company’s revenues (these do not include revenues related to improvements to concession assets under INIF 17). Using the Airports Law classification, the information is sent to the SCT to comply with the Company’s reporting obligations with respect to regulated and unregulated revenues, which are classified as either aeronautical or non-aeronautical revenues. For this presentation, access fee are classified as airport services.

	2011		2010		2009
Regulated revenues
Airport operating services to airlines:
Landing	Ps.	157,683	Ps.	152,430	Ps.	138,293
Charges for not canceling extended stay reservations		3,826		1,796		209
Parking on embarking/disembarking platform		115,086		111,755		97,971
Parking on extended stay or overnight platform		29,229		28,661		24,898
Passenger walkways and shuttle buses		24,284		22,539		19,676
Airport security charges		40,852		38,873		35,247
Airport real estate services to airlines:
Leasing of hangars to airlines		15,582		15,097		9,814
Leasing of shops, warehouses and stockrooms to airlines (operating)		2,583		3,063		3,565
Leasing of space and other terminal facilities to airlines within the terminal (operating)		32,196		29,180		28,924
Leasing of land and other surfaces to airlines outside the terminal (operating)		2,722		3,332		3,927
Leasing of check-in desks and other terminal space		11,355		11,705		13,184
Leasing of desks and other terminal space for ticket sale		5,976		6,987		7,286

F-36

	2011		2010		2009
Airport passenger services
Domestic passenger charges		1,406,028		1,355,280		1,123,159
International passenger charges		1,150,372		1,099,199		966,540
Airport real estate services and rights of access to other operators		30,608		28,760		24,011
Complementary services:
Catering services		6,335		6,238		5,260
Other third-party ramp services rendered to airlines		20,551		16,295		10,600
Traffic and/or dispatch		18,791		17,833		19,305
Fuel supply or removal		1,379		6,517		2,765
Third-party airplane maintenance and repair		2,489		2,223		2,628
Total regulated revenues included in the maximum rate		3,077,927		2,957,763		2,537,262
Regulated revenues not included in the maximum rate:
Car parking charges		169,777		163,981		142,816
Recovery of cost over aeronautical services		27,823		9,509		10,394
Recovery of cost over non-aeronautical services		12,783		11,150		11,165
Total regulated revenues not included in the maximum rate		210,383		184,640		164,375
Total regulated revenues		3,288,310		3,142,403		2,701,637
Unregulated revenues
Commercial concessions (1):
Retail operations		68,835		66,702		60,646
Food and beverages		58,038		57,566		61,961
Duty free		53,747		53,562		43,406
VIP lounges		7,617		7,740		7,834
Financial services		13,048		11,758		10,805
Communications and networks		7,607		8,670		9,675
Car rentals		80,755		71,539		69,130
Commercial leasing		5,477		4,218		5,268
Advertising		51,039		31,132		32,794
Time sharing		82,422		86,337		87,952
Leasing of space to airlines and other complementary service providers (non-operating)		92,146		91,390		82,555
Revenues from sharing of commercial activities (1):
Retail operations		9,942		9,601		9,406
Food and beverages		16,310		14,014		11,001
Duty free		17,472		12,800		18,727
Financial services		57		—		1,279
Car rentals		896		1,375		2,510
Advertising		2,992		4,966		4,518
Time sharing		—		248		349
Access fee for ground transportation		13,358		13,243		11,801
Non-airport access fees		18,103		17,219		24,884
Services rendered to ASA		139		122		184
Various commercial-related revenues		11,678		8,982		6,817
Others		2,519		979		1,101
Total unregulated revenues		614,197		574,163		564,603
Total aeronautical and non-aeronautical services	Ps.	3,902,507	Ps.	3,716,566	Ps.	3,266,240

F-37

(1) Unregulated revenues are earned based on the terms of the Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) or the greater of a monthly minimum guaranteed rent or a percentage of the lessee’s monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company’s operating lease agreements are included under the caption “Commercial concessions” above. Revenues earned in excess of the minimum guaranteed rent are included in the “Revenues from sharing of commercial activities” caption above.

Future minimum rentals as of December 31, 2011, are as follows:

Year	Amount
2012	Ps.	422,240
2013		239,813
2014		144,529
2015		103,585
2016		68,024
Thereafter		161,781
Total	Ps.	1,139,972

Amounts include contracts denominated in both Mexican pesos and U.S. dollars. The U.S. dollar denominated future minimum rentals were translated to Mexican pesos using the exchange rate applicable on December 31, 2011, which was a rate of Ps. 13.9787 Mexican pesos per U.S.$1.00.

Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee’s monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the years ended December 31, 2011, 2010 and 2009 are disclosed under the caption “Revenues from sharing of commercial activities”.

24. Cost of services

Cost of services for the years ended December 31, was composed of the following:

	2011		2010		2009
Employee costs	Ps.	367,326	Ps.	344,814	Ps.	335,628
Maintenance		179,455		185,426		179,406
Safety, security and insurance		131,168		114,136		110,666
Utilities		122,095		103,517		91,267
Other		184,834		215,979		152,348
	Ps.	984,878	Ps.	963,872	Ps.	869,315

25. Depreciation and amortization

Depreciation and amortization for the years ended December 31, were composed of the following:

	2011		2010		2009
Depreciation	Ps.	127,741	Ps.	94,687	Ps.	82,455
Amortization		816,353		785,254		746,380
	Ps.	944,094	Ps.	879,941	Ps.	828,835

F-38

26. Comprehensive financing result

During 2011, 2010 and 2009, the capital expenditures in the Guanajuato, Guadalajara, Hermosillo, Puerto Vallarta and Los Cabos airports for qualifying assets was Ps. 793,568, Ps. 664,525 and Ps. 363,721, respectively, and the accumulated capitalized CFR was Ps. 142,079, Ps. 76,310 and Ps. 58,020, respectively, and are comprised as follows:

	2011		2010		2009
CFR capitalized by asset
Improvements to concession assets	Ps.	123,285	Ps.	59,789	Ps.	58,020
Machinery and equipment		18,794		16,521		—
	Ps.	142,079	Ps.	76,310	Ps.	58,020

Reconciliation of the CFR of the period:

	2011		2010		2009
Add back: CFR cost capitalized	Ps.	(65,769)	Ps.	(18,290)	Ps.	(30,959)
Net CFR gain in the statements of income		63,664		38,225		58,209
Net CFR (loss) gain	Ps.	(2,105)	Ps.	19,935	Ps.	27,250

CFR capitalization began in 2007, at the Guanajuato, Hermosillo, Puerto Vallarta and Los Cabos airports, and since 2010 at the Guadalajara airport, with improvements to concession assets commitment in the MDP. As of December 31, 2011 and 2010, the accumulated amount of capital expenditures for the qualifying assets since 2007 amounts to Ps. 2,259,625 and Ps. 1,466,057, respectively. The average annual interest rate capitalized was 8.5%.

27. New accounting principles not yet in effect

As part of its efforts to converge Mexican standards with international standards, in 2011, the Mexican Board for Research and Development of Financial Information Standards (CINIF) issued the following NIFs, INIFs and improvements to NIFs applicable to profitable entities beginning on:

a. As of January, 1, 2012

C-6, Property, plant and equipment

Improvements to Mexican Financial Reporting Standards 2012

b. As of January, 1, 2013

B-3, Statement of comprehensive result

B-4, Statement of changes in stockholders’ equity

Some of the most important changes established by these standards are as follows:

NIF B-3, Statement of comprehensive income – Provides the options of presenting a) a single statement of comprehensive income containing the items that make up net income, as well as other comprehensive income (OCI) and equity in OCI of other entities, or b) two statements: a statement of income, which includes only items that make up net income and a statement of comprehensive income, which should start from net income and immediately present OCI items and equity in OCI of other entities. In addition, NIF B-3 establishes that items should not be separately presented as non-ordinary in the financial statement or the notes to the financial statements.

NIF B-4, Statement of changes in stockholders’ equity – Establishes the general rules for the presentation and structure of the statement of changes in stockholders’ equity, such as showing retroactive adjustments due to accounting changes and correction of errors that affect the beginning balances of stockholders’ equity and presenting comprehensive income in a single line item, providing a detail of all items making it up, according to NIF B-3.

NIF C-6, Property, Plant and Equipment – Establishes the obligation to depreciate components that are representative of an item of property, plant and equipment, regardless of depreciating the rest of the item, as if it were a single component.

F-39

Improvements to Mexican Financial Reporting Standards 2012 – The main improvements that generate accounting changes that should be recognized retroactively in fiscal years beginning on January 1, 2012 are:

Bulletin B-14, Earnings per share – States that diluted earnings per share should be calculated and disclosed when the result from continuing operations is a loss, regardless of whether net income is reported.

NIF C-1, Cash and cash equivalents – Requires that cash and restricted cash equivalents be presented in the balance sheet at short term, provided such restriction expires within 12 months from the balance sheet date; if the restriction expires at a later date, this line item should be presented under long-term assets.

Bulletin C-11, Stockholders’ equity – Eliminates the rule to record donations received by an entity, as part of capital contributions, which, according to NIF B-3, Statement of Income, should be recorded as revenue in the statement of income.

Bulletin C-15, Accounting for Impairment and Disposal of Long-lived Assets – Eliminates: a) the restriction that an asset should not be in use to be classified as available-for-sale, and b) the reversal of goodwill impairment losses. It also establishes that impairment losses in the value of long-lived assets must be presented in the statement of income under the corresponding cost and expense line items and not under other income and expenses, or as a special item.

NIF D-3, Employee benefits – Requires that current and deferred PTU be presented in the statement of income under the corresponding cost and expense line items and not under other income and expenses.

Also, other Improvements to Mexican Financial Reporting Standards 2012 were issued that do not generate accounting changes immediately, but requires further disclosures about key assumptions used in the estimates and valuation of assets and liabilities at fair value, that might give rise to significant adjustments to such values in the next accounting period.

At the date of issuance of these financial statements, the Company has not fully assessed the effects of adopting these new standards as it applies to the financial information of its subsidiaries who are not required to adopt International Financial Reporting Standards (IFRS).

28. Effects of adopting International Financial Reporting Standards

The CNBV requires public entities that report their financial information through the Mexican Stock Exchange, that beginning in 2012, they must prepare and report their financial information according to IFRS, issued by the International Accounting Standards Board (IASB).

The consolidated financial statements for the year ending December 31, 2012 to be issued by the Company will be its first annual financial statements that comply with IFRS. The transition date is January 1, 2011 and, therefore, the year ended December 31, 2011 will be the comparative period established by IFRS 1, First-Time Adoption of International Financial Reporting Standards. According to IFRS 1, the Company will apply the relevant mandatory exceptions and certain optional exemptions to the retroactive application of IFRS.

a. Mandatory exceptions – The Company will apply the relevant mandatory exceptions to the retroactive applications of IFRS as follows:

Calculation of estimates – Estimates at the date of transition are consistent with estimates at the same date under MFRS, unless there is evidence of error in these estimates.

The following mandatory exceptions did not apply at the date of transition to the IFRS:

• Derecognition and transfer of financial assets and liabilities

• Hedge accounting

• Non-controlling interests

F-40

b. Optional exemptions – The Company chose the following optional exemptions to the retroactive application of IFRS:

Deemed cost – The deemed cost exemption will be applied; therefore, the Company has opted for using the restated amount according to MFRS as of the date of transition as deemed cost for machinery, equipment and improvements on leased buildings. The Company recognized improvements to concession assets, airport concessions, rights to use airport facilities, other acquired rights and other assets at their historical cost. These intangible assets are directly related with the concession, which is also presented as an intangible asset.

Employee benefits – The employee benefits exemption will be applied; therefore, all unrecognized actuarial gains (losses) as of the date of transition will be immediately recognized.

Borrowing costs – The borrowing cost exemption will be applied; therefore, the transitional provisions contained in International Accounting Standard (IAS) 23, Borrowing Costs, will be applied, treating the transition date as the effective date of this standard.

c. Main differences – Below is the summary of the main differences that the Company has identified in its transition from MFRS to IFRS as of January 1, 2011, as well as an estimate of their most significant effects with their corresponding deferred income tax.

Embedded derivatives in the lease agreements – Under MFRS the Company recognizes embedded derivatives generated by lease agreements of commercial spaces located at the airport terminals. Such agreements are denominated in U.S. dollars, differing from the Company’s functional currency, that is the Mexican peso. According to IFRS, as the U.S. dollar is commonly used by the industry and within the environment for this type of lease agreement, the Company did not recognize embedded derivatives according to IAS 39, Financial Instruments: Recognition and Measurement.

The effect of this change is:

Consolidated balance sheet:
Current embedded derivatives in the lease agreements	Ps.	(266	)
Long-term embedded derivatives in the lease agreements		(11,292	)
Effect of deferred income tax		3,468
Retained earnings adjustment	Ps.	(8,090	)

Intangible assets – In the transition to IFRS, the Company recognized at their historical cost, according to IAS 38, Intangible Assets, improvements to concession assets, airport concessions, rights to use airport facilities, other acquired rights and other intangible assets and therefore will eliminate the effects of inflation recognized in accordance with MFRS through December 31, 2007. In addition, based on IAS 23, Borrowing Costs, the Company will apply this standard as of the transition date, for which it opted to maintain the CFR previously capitalized according to MFRS. The effects of these changes were as follows:

	Improvements to concession assets			Airport concessions			Rights to use airport facilities			Other acquired rights			Other assets
Consolidated balance sheet:
Elimination of inflation	Ps.	(302,235	)	Ps.	(7,172,783	)	Ps.	(1,099,070	)	Ps.	(207,133	)	Ps.	(9,038	)
Elimination of inflation of amortization		113,756			1,594,897			380,846			39,834			7,252
Deferred income taxes		53,069			1,569,180			202,052			47,126			503
Retained earnings adjustment	Ps.	(135,410	)	Ps.	(4,008,706	)	Ps.	(516,172	)	Ps.	(120,173	)	Ps.	(1,283	)

F-41

Deferred taxes – Derived from changes in the accounting values, the Company recognized the effects of deferred income taxes, based on the tax rate applicable according to their estimated date of reversal. Additionally, under MFRS the recoverable tax on assets was presented as a separate line-item and for IFRS purposes the amount of the recoverable tax on assets will be presented within deferred income taxes.

The changes described in the previous paragraph increased the deferred tax asset as shown below.

Consolidated balance sheet:
Recoverable tax on assets	Ps.	(396,318	)
Deferred income taxes	Ps.	1,875,155
Recoverable tax on assets		396,318
Net deferred income tax adjustment	Ps.	2,271,473

Current and deferred PTU – According to MFRS, current PTU is presented within other expenses. Under IFRS, current PTU is considered to be an employee benefit and is allocated in the cost of services as part of employee costs in the consolidated statement of income. MFRS requires that deferred PTU be determined by applying a similar model to deferred income taxes and is calculated by applying the method of assets and liabilities as of the date of the financial statements. As deferred PTU is not permitted by IFRS, the amount recognized under MFRS was eliminated in the transition to the IFRS.

The effect of this change is:

Consolidated balance sheet:
Deferred PTU	Ps.	(7,475	)
Effect of deferred income taxes		1,308
Retained earnings adjustment	Ps.	(6,167	)

Employee benefits – In accordance with MFRS, the Company recognizes in addition to seniority premiums, the termination benefit from severance payments at the end of the work relationship and retirement benefits from severance payments at the end of the work relationship. However, under IFRS the liability for termination benefits from severance payments at the end of the work relationship was eliminated as it does not comply with the requirements of IAS 19, Employee Benefits, which requires the existence of a demonstrable commitment to terminate the work relationship with the employee, for a liability to be recognized. Additionally, the Company utilized the optional exemption of IFRS 1, which consists of recognizing all unrecognized items in retained earnings as of the transition date. The effect of this change is as follows:

Consolidated balance sheet:
Termination benefits from severance payments at the end of the work relationship	Ps.	8,528
Actuarial losses		332
Deferred income taxes		(1,551	)
Retained earnings adjustment	Ps.	7,309

F-42

Effects of inflation in the financial information – According to the MFRS the Company’s common stock and legal reserve include the effects of inflation through December 31, 2007. However, for IFRS these effects will be eliminated as they do not comply with the requirements established by IAS 29, Financial Reporting in Hyperinflationary Economies, which requires, among other factors, that in order to recognize the inflation in the financial information the cumulative inflation in a three year period needs to approach or exceed 100%, which represents a reclassification among equity accounts. Since 1998, the year in which the Company was incorporated and through December 31, 2011, the cumulative inflation over a three-year period has not reached or exceeded 100%. The effect of this change is as follows:

Consolidated balance sheet:
Common stock	Ps.	8,324,653
Legal reserve		28,094
Retained earnings adjustment	Ps.	8,352,747

Retained earnings – The changes described previously increased retained earnings as of the Company’s transition date as shown below:

Derecognition of embedded derivatives in the rental contracts	Ps.	(8,090	)
Elimination of inflation in improvements to concession assets		(135,410	)
Elimination of inflation in airport concessions		(4,008,706	)
Elimination of inflation in rights to use airport facilities		(516,172	)
Elimination of inflation in other acquired rights		(120,173	)
Elimination of inflation in other assets		(1,283	)
Derecognition of deferred PTU		(6,167	)
Derecognition of severance benefits		7,309
Elimination of inflation in stockholders’ equity accounts		8,352,747
Total adjustment to retained earnings	Ps.	3,564,055

Other differences in presentation and disclosures in the financial statements – Disclosure requirements for IFRS are generally wider in scope than those of MFRS. This may result in a larger number of disclosures regarding accounting policies, significant judgments and estimates; financial instruments and risk management, among others. In addition, presentation differences exist, for example, IFRS require a statement of comprehensive income that until December 31, 2011, is not required under MFRS.

The information contained in this Note has been prepared in accordance with the standards and interpretations issued and in effect, or issued and adopted in advance of their effective date as of these consolidated financial statements. Standards and interpretations that will be applicable as of December 31, 2012, including those that may be applied optionally, are not known with certainty at the time of the preparation of these consolidated financial statements as of December 31, 2011 and 2010.

In addition, the accounting policies selected by the Company could be modified as a consequence of changes in the economic environment or industry trends that occur after the issuance of these consolidated financial statements. The information contained in this Note is not intended to comply with IFRS, due to only a group of financial statements, that includes the statements of financial position, comprehensive income, changes in stockholders’ equity and cash flows, along with comparative information and explanatory notes, can provide an appropriate presentation of the financial position of the Company, the result of its operations and its cash flows in accordance with IFRS.

29. Differences between MFRS and accounting principles generally accepted in the United States of America (U.S. GAAP)

The Company’s consolidated financial statements are prepared in accordance with MFRS, which differ in certain significant respects from U.S. GAAP.

The principal differences between MFRS and U.S. GAAP and the effects on the consolidated net income and consolidated stockholders’ equity of the Company are presented below with an explanation of the adjustments.

F-43

	For the years ended December 31,
Reconciliation of net income	2011			2010			2009
Net income according to MFRS	Ps.	1,484,441		Ps.	1,500,160		Ps.	1,199,444
U.S. GAAP adjustments
(i) Amortization of the cost of airport concessions		431,510			431,510			431,510
(ii) Amortization of assets under concession (“Rights to use airport facilities” under MFRS)		(27,779	)		(27,779	)		(27,779	)
(iii) Deferred fees for technical assistance services		17,169			(47,692	)		(39,618	)
(iv) Recognition of the fair value of embedded derivative instruments		20,488			(17,230	)		(9,191	)
(v) Start-up costs		4,010			4,010			4,010
(vi) Cancellation of deferred statutory employee profit sharing asset		(1,054	)		(1,398	)		(1,160	)
(vii) Employee labor obligations		3,489			3,498			2,012
(viii) Revenues from improvements to concession assets		(1,036,227	)		(657,103	)		—
(viii) Cost of improvements to concession assets		1,036,227			657,103			—
Total U.S. GAAP adjustments before the effect of deferred income taxes		447,833			344,919			359,784
(ix) Deferred income taxes		(131,316	)		(120,499	)		(82,808	)
Total U.S. GAAP adjustments		316,517			224,420			276,976
Net income according to U.S. GAAP	Ps.	1,800,958		Ps.	1,724,580		Ps.	1,476,420

	At December 31,
Reconciliation of stockholders’ equity	2011			2010
Stockholders’ equity according to MFRS	Ps.	26,342,736		Ps.	26,670,905
U.S. GAAP adjustments
(i) Initial cost of airport concessions (recorded to common stock under MFRS)		(20,993,434	)		(20,993,434	)
(i) Accumulated amortization of airport concessions		5,099,481			4,667,971
(ii) Amortization of assets under concession (“Rights to use airport facilities” under MFRS)		(342,605	)		(314,826	)
(iv) Recognition of the fair value of embedded derivative instruments		1,360			(19,129	)
(v) Start-up costs		(8,014	)		(12,024	)
(vi) Cancellation of deferred statutory employee profit sharing asset		(8,529	)		(7,475	)
(vii) Employee labor obligations		(18,174	)		(20,150	)
Total U.S. GAAP adjustments before the effects of deferred income taxes		(16,269,915	)		(16,699,067	)
(ix) Deferred income taxes		4,561,402			4,692,452
Total U.S. GAAP adjustments		(11,708,513	)		(12,006,615	)
Stockholders’ equity according to U.S. GAAP	Ps.	14,634,223		Ps.	14,664,290

F-44

A summary of the changes in consolidated stockholders’ equity after giving effect to the aforementioned U.S. GAAP adjustments is as follows:

	Common Stock		Additional Paid- in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury stock			Total Stockholders’ Equity
Balance at January 1, 2010	Ps.	3,351,045	Ps.	101,668		Ps.	11,054,591		Ps.	3,473		Ps.	—		Ps.	14,510,777
Comprehensive income:
Net income		—		—			1,724,580			—			—			1,724,580
Other comprehensive income – Actuarial losses on employee labor obligations (net of income tax of Ps. 1,883)		—		—			—			(8,950	)		—			(8,950	)
Total comprehensive income		—		—			1,724,580			(8,950	)		—			1,715,630
Deferred fees for technical assistance services		—		47,692			—			—			—			47,692
Stock repurchase of 13,914,900 shares		—		—			—			—			(609,809	)		(609,809	)
Dividends (1.7825 pesos per share)		—		—			(1,000,000	)		—			—			(1,000,000	)
Balance at December 31, 2010		3,351,045		149,360			11,779,171			(5,477	)		(609,809	)		14,664,290
Comprehensive income:
Net income		—		—			1,800,958			—			—			1,800,958
Other comprehensive income – Actuarial losses on employee labor obligations (net of income tax of Ps. 266)		—		—			—			(1,246	)		—			(1,246	)
Total comprehensive income		—		—			1,800,958			(1,246	)		—			1,799,712
Deferred fees for technical assistance services		—		(17,169	)		—			—			—			(17,169	)
Stock repurchase of 16,364,500 shares		—		—			—			—			(777,493	)		(777,493	)
Dividends (1.9231 pesos per share)		—		—			(1,035,117	)		—			—			(1,035,117	)
Balance at December 31, 2011	Ps.	3,351,045	Ps.	132,191		Ps.	12,545,012		Ps.	(6,723	)	Ps.	(1,387,302	)	Ps.	14,634,223

F-45

Condensed consolidated balance sheets and statements of income including the aforementioned U.S. GAAP adjustments, as of and for the years ended December 31, were as follows:

	At December 31,
	2011			2010
Assets
Current assets:
Cash and cash equivalents	Ps.	1,990,010		Ps.	2,120,230
Financial investments held for trading purposes		278,349			233,915
Trade account receivables – net		294,503			296,146
Recoverable taxes		174,961			142,226
Current deferred taxes		61,746			59,037
Other accounts receivable		2,252			1,739
Total current assets		2,801,821			2,853,293
Trading investments designated for expenditure, held in trust		145,000			228,577
Buildings, building improvements, machinery and equipment – net		5,469,943			4,482,106
Assets under concession – net (“Rights to use airport facilities” under MFRS)		1,673,381			1,787,285
Other acquired rights		778,100			799,180
Long-term recoverable income tax		—			23,022
Embedded derivatives		7,447			—
Hedging financial derivative instrument		4,468			7,138
Deferred income taxes and recoverable tax on assets		6,652,498			6,566,719
Advance to suppliers		114,712			113,099
Other non-current assets		54,136			49,970
Total assets	Ps.	17,701,506		Ps.	16,910,389
Liabilities and stockholders’ equity
Current liabilities:
Current portion of long-term bank loans	Ps.	411,439		Ps.	266,492
Concession taxes payable		33,493			26,791
Aeropuertos Mexicanos del Pacífico, S.A de C.V.		71,450			64,784
Accounts payable		472,645			403,724
Embedded derivatives		—			155
Taxes payable, other than income and concession taxes payable		18,816			18,429
Income tax and business flat tax payable		54,184			123,721
Total current liabilities		1,062,027			904,096
Long-term bank loans		1,612,179			1,042,808
Employee benefits		76,688			65,366
Embedded derivatives		—			7,417
Deposits received		316,389			226,412
Total liabilities		3,067,283			2,246,099
Common stock		3,351,045			3,351,045
Additional paid-in capital		132,191			149,360
Retained earnings		12,545,012			11,779,171
Accumulated other comprehensive income		(6,723	)		(5,477	)
Treasury stock		(1,387,302	)		(609,809	)
Total stockholders’ equity		14,634,223			14,664,290
Total liabilities and stockholders’ equity	Ps.	17,701,506		Ps.	16,910,389

F-46

	For the years ended December 31,
	2011			2010			2009
Net revenues	Ps.	3,917,527		Ps.	3,694,464		Ps.	3,231,628
Cost of services		985,202			962,159			869,062
Technical assistance fees		119,022			176,076			151,339
Concession taxes		193,802			185,017			162,507
Depreciation and amortization		536,352			472,201			421,094
Total cost of services		1,834,378			1,795,453			1,604,002
Income from operations		2,083,149			1,899,011			1,627,626
Interest income (expense) and exchange gain (loss) – net		69,132			43,097			83,630
Other expense – net		(6,588	)		(1,577	)		(11,111	)
Income tax expense		(344,735	)		(215,951	)		(223,725	)
Net income	Ps.	1,800,958		Ps.	1,724,580		Ps.	1,476,420
Weighted average number of common shares outstanding		533,547,593			554,038,110			556,266,472
Weighted average number of common shares and common share equivalents		537,755,093			558,245,610			560,473,972
Basic earnings per share (Mexican pesos)	Ps.	3.3754		Ps.	3.1127		Ps.	2.6542
Diluted earnings per share (Mexican pesos)	Ps.	3.3490		Ps.	3.0893		Ps.	2.6342

(i) Airport concessions

Under MFRS, the cost of the concessions to operate the airports and the related facilities was allocated in two intangible assets: “right to use airport facilities” and “airport concessions”. “Airport concessions” represents the residual value after the allocation of cost to the “rights to use airport facilities”. The cost allocated to the “rights to use airport facilities” was determined based on the MFRS inflation-adjusted cost of the related fixed assets recorded in the accounts of ASA as of October 31, 1998. The remainder was allocated to airport concessions. The total value of the concession granted was determined by reference to the sale proceeds of the equity sold to AMP in August 1999. Consideration for the concessions to operate the facilities was provided by the issuance of the common stock of the Company.

The acquisition of the airport concessions and rights to use airport facilities was a transaction between entities under common control of the Mexican Government and did not involve cash consideration. U.S. GAAP requires that when assets are transferred between entities under common control, the receiving entity is required to initially recognize the assets at the carrying amount of the transferring entity on the date of transfer. As there was no nominal value recorded for the airport concessions between the SCT and ASA, there is no value assigned to the airport concessions for purposes of U.S. GAAP.

In addition, under MFRS, the airport concessions were deemed as concessions with a definite life and therefore have been amortized based on the concession term. Under U.S. GAAP, such amortization has been reversed.

(ii) Amortization of assets under concession (treated as intangible “rights to use airport facilities” under MFRS)

For purposes of U.S. GAAP, since the concession arrangement provides the Company with the right to use the airports and related facilities for a 50-year term, and since the Company was created and controlled by the Mexican Government at the date the concessions were granted, the arrangement is accounted for based on its economic substance as a contribution by the Mexican Government of fixed assets including runways, aprons, platforms, buildings and other infrastructure, used to operate the airport facilities under the related concession agreements. Throughout the 50-year concession term, the Mexican Government retains title to the assets under concession. Upon expiration of the concession term, use of the assets reverts to the Mexican Government.

F-47

Because the transfer of fixed assets was made among entities under common control, for U.S. GAAP purposes, the related assets were recognized at their carrying value in the records of the Mexican Government, with remaining amortization terms as follows:

			Remaining Amortization Term (years)		Original Amortization Term (years)
Assets under concession allocated to:
Runways	Ps.	788,443		23		35
Land and buildings		2,289,740		13		25
Other infrastructure		138,596		—		10
	Ps.	3,216,779

Additional improvements and upgrades made to the fixed assets are capitalized within the line “Buildings, building improvements, machinery and equipment – net” and are amortized over their estimated useful life.

In addition, as the transfer of fixed assets included land and buildings, the Company obtained an independent appraisal of all fixed assets under concession as of the date the concession was granted. Based on the appraisals, the fair value of the land was not considered significant in relation to the total fair value of all assets transferred. Accordingly, the land has been recorded as a single unit with the building and is amortized over the economic life of the building of 25 years. Amortization of the land component of the rights to use airport facilities under MFRS is over a period of 50 years. Thus, the difference in the amortization period results in increased amortization of the asset for purposes of the U.S. GAAP reconciliation.

As described in Note 9 to the financial statements prepared under MFRS, the concession arrangements require the Company to pay a concession tax, pursuant to the Mexican Federal Duties Law, currently equal to 5% of annual gross revenues, which is classified within operating expenses. The Mexican Federal Duties Law is a law of general applicability and is not specifically directed to airport concession holders. The concession tax under the Mexican Federal Duties Law is applicable to and payable by any concession-holder that uses state-owned assets, without regard to the value of state-owned assets used. Accordingly, this annual payment is considered a tax rather than consideration paid in exchange for the Mexican Government’s contribution of the concession assets. Because taxes do not give rise to a liability until such time as they are incurred under U.S. GAAP, no additional obligation related to the contribution by the Mexican Government is recognized. No adjustment is made in the U.S. GAAP reconciliation for the concession tax; such tax is included within operating expenses, given that it is a tax assessed for the Company’s use of the concessions and is based on revenues generated by the concession.

(iii) Deferred fees for technical assistance services

AMP holds forfeitable shares of GAP common stock in a trust. Upon AMP’s initial acquisition in 1999 of 15% of GAP’s common stock, which represented 100% of the Series BB shares of GAP, and pursuant to the terms of the participation agreement between GAP and AMP, AMP signed a trust agreement with Banco Nacional de Comercio Exterior, S.N.C. and assigned to the trustee all of the Series BB shares it acquired. In the trust agreement, GAP was named as secondary beneficiary only in the instance in which AMP does not comply with the terms of the technical assistance agreement, in which case 5% of the Series BB shares would be forfeited and sold, with the proceeds of the sale to be provided to GAP as liquidated damages and penalties. AMP may gradually sell the shares in increments over the 15-year term of its initial participation contract.

Based on the fact that the 5% of AMP’s initial investment held in the trust is forfeitable, subject to compliance with the technical assistance agreement, the Company considers those shares to be compensatory and has recorded the fair value of these compensatory shares by applying variable accounting, resulting in a related expense and corresponding addition to additional paid-in capital of Ps. (17,169), Ps. 47,692 and Ps. 39,618 for the years ended December 31, 2011, 2010 and 2009, respectively. Fair value is based on the market value of the Company’s publicly traded ADR’s. Compensation cost is included in the U.S. GAAP reconciliation under the caption deferred fees for technical assistance services.

F-48

(iv) Recognition of the fair value of embedded derivative instruments

As part of its ongoing operations, the Company enters into operating lease agreements to lease commercial space in its airport terminals. Certain leases are priced in U.S. dollars while the functional currency of both the Company and the tenants to whom commercial airport terminal space is leased is the Mexican peso.

The U.S. dollar foreign currency component of these contracts meets the criteria under U.S. GAAP as embedded derivatives. The Company has determined that: i) the embedded derivatives are not clearly and closely related to the economic characteristics and risks of the host contracts (lease agreements) and ii) separate, stand-alone instruments with the same terms as the embedded derivative instruments would otherwise qualify as a derivative instruments, thereby requiring separation from the lease agreements and recognition at fair value. Such instruments do not qualify for hedge accounting under U.S. GAAP and are thereby considered non-hedging derivatives. Accordingly, the embedded derivative should be recorded at fair value in the balance sheet, with changes in such fair value each period recorded to results of operations, classified according to nature of the item to which the embedded derivative instrument is related.

These contracts also represent embedded derivative instruments under MFRS. Although the Company adopted Bulletin C-10, Derivative Financial Instruments, for MFRS purposes, a difference still arises between the accepted valuation methodologies of the embedded derivatives under U.S. GAAP and MFRS. The accepted valuation methodology under U.S. GAAP requires that at the inception of the contract, such embedded derivatives be “at-the-market” and thus, have a fair value equal to zero. At each subsequent reporting date, the embedded derivatives are adjusted to their fair value based on the difference between the forward curve rates on the monthly payments at the reporting date versus such rates at the date of inception of the lease contract. Under MFRS, the embedded derivatives are valued from inception of the contract and at each reporting date based on the forward curve rates versus the spot rate on such date, applied to the future rentals receivable. This method effectively recognizes the present value of the changes in the exchange rates on the future rentals receivable.

Accordingly, the following adjustments are included in the reconciliation to U.S. GAAP:

• As of December 31, 2011 and 2010, the valuation methodology followed under both MFRS and U.S. GAAP results in an embedded derivative asset, though at different values given the differences in the valuation methodology. Accordingly, such difference in the asset value is included in the reconciliation of stockholders’ equity, while the differences between related changes in the fair values of the embedded derivatives are included in the reconciliation of net income.

• Additionally, the change in the fair value of the embedded derivatives under U.S. GAAP is classified as revenues, based on the nature of the item to which the embedded derivative instrument is related, while under MFRS, such amount is included in net comprehensive financing income.

A reconciliation of the adjustments for the recognition of the fair value of embedded derivatives is as follows:

	For the years ended December 31,
	2011			2010			2009
Loss recorded in net income under MFRS	Ps.	(5,468	)	Ps.	(4,872	)	Ps.	(25,421	)
Difference in fair value of embedded derivatives		20,488			(17,230	)		(9,191	)
Gain (loss) recorded in net income under U.S. GAAP	Ps.	15,020		Ps.	(22,102	)	Ps.	(34,612	)

F-49

(v) Start-up costs

In 2002, the Company established a new subsidiary, Pacífico Cargo, which was to provide cargo and storage services to certain courier and freight companies at the Guadalajara airport. The subsidiary incurred various costs, including salaries, feasibility and marketing studies, insurance and various legal costs related to developing the cargo center. As of December 31, 2006, Pacífico Cargo was liquidated and the administration of the cargo operation was transferred to the Guadalajara International Airport.

The development phase expenses related to this subsidiary have been capitalized for purposes of MFRS, in accordance with NIF C-8, Intangibles, which permits the capitalization of certain project development costs that fulfill the criteria established for recognition as assets. The capitalized costs were amortized beginning in May 2007, the date the operation was placed into use, using the straight-line method over seven years.

As these costs are one-time activities related to the opening of the subsidiary, they are considered to be start-up costs under U.S. GAAP, which requires them to be expensed. Accordingly, the asset and any related annual amortization are reversed within the U.S. GAAP reconciliation.

(vi) Cancellation of deferred statutory employee profit sharing

Under MFRS, beginning in January 2008, the Company adopted revised NIF D-3, which requires the recognition of a deferred PTU asset or liability, based on the asset and liability method established in NIF

D-4; through 2007, deferred PTU was recognized based on temporary differences between the accounting result and taxable income for PTU purposes. As of December 31, 2011 and 2010, the deferred PTU asset increased to Ps. 8,529 and Ps. 7,475, respectively, with the increase recognized through 2011 and 2010 earnings.

U.S. GAAP prohibits the recognition of a deferred PTU asset, resulting in an adjustment to net income under U.S. GAAP of Ps. 1,054, Ps. 1,398 and Ps. 1,160 against results of 2011, 2010 and 2009, respectively, as well as removal of the asset in the reconciliation of stockholders’ equity.

(vii) Employee labor obligations

Under MFRS, beginning in January 2005, the Company adopted the revised provisions to Bulletin D-3, Labor Obligations, which require the recognition of a liability for severance payments, calculated based on actuarial computations. Upon the adoption of Bulletin D-3, the Company recognized a transition obligation, as permitted by the Bulletin, which resulted in the recognition of an intangible asset under MFRS, amortizable over the future service period of employees. The same recognition criteria for severance payments is required under U.S. GAAP, which has been effective since 1994. U.S. GAAP has a similar methodology except that it does not permit the transition obligation recognized by the Company under MFRS.

Additionally, during 2008, the Company adopted revised NIF D-3 of MFRS, which, among other things, requires companies to remove any additional liability previously recognized as well as accelerates amortization of certain unrecognized items. Removal of the additional liability resulted in the derecognition of the intangible asset mentioned above, decreasing the value of the liability for severance payments recognized for purposes of MFRS. Additionally, under MFRS, the Company has not included unrecognized actuarial gains within the labor obligation liability, as permitted by MFRS. U.S. GAAP requires entities to fully recognize the under- or overfunded status of the liability, with an offsetting adjustment to other comprehensive income. Accordingly, the adjustment to the U.S. GAAP reconciliation for 2011 and 2010 represents the amount necessary to record the fully underfunded status of the projected benefit obligation.

F-50

In addition, U.S. GAAP requires certain disclosures, as follows:

	Employee Benefits
	2011			2010
Change in benefit obligation:
Benefit obligation at beginning of year	Ps.	60,334		Ps.	43,635
Service cost		5,212			4,016
Interest cost		4,375			3,377
Actuarial loss		2,909			12,328
Benefits paid		(1,982	)		(3,022	)
Benefit obligation at end of year	Ps.	70,848		Ps.	60,334
Accumulated benefit obligations	Ps.	76,688		Ps.	65,366

Net periodic benefit cost under U.S. GAAP is composed of the following:

	2011		2010		2009
Service cost	Ps.	5,212	Ps.	4,016	Ps.	3,918
Interest cost		4,375		3,377		3,176
Actuarial loss		5,446		5,495		2,830
Prior service cost		3,510		3,198		10
	Ps.	18,543	Ps.	16,086	Ps.	9,934

The following benefit payments, which reflect expected future service, are expected to be paid:

	Seniority Premium Benefits
2012	Ps.	361
2013		394
2014		430
2015		470
2016		513
2017 – 2020		2,567

(viii) Revenues and cost of improvements to concession assets

As discussed in Note 3.v, the Company is required to recognize revenues with respect to additions and improvements to concession assets, in conformity with INIF 17.

Under U.S. GAAP, there is no value for the concession given that it was a transfer of assets between related parties at the time the concession was granted. Accordingly, although additions and improvements to the concession are capitalized within concession assets, U.S. GAAP does not require the recognition of construction revenues and costs with respect to these additions and improvements. Therefore, these effects are eliminated within the U.S. GAAP reconciliation of net income.

(ix) Deferred income taxes

Under MFRS, the Company recognizes income taxes based on NIF D-4, Income Taxes, which requires the application of a methodology similar to U.S. GAAP. The deferred tax adjustments required to reconcile net income and stockholders’ equity under MFRS to U.S. GAAP as of and for the years ended December 31, 2011, 2010 and 2009 result from the differences in accounting for the cost of airport concessions, amortization of assets under concession, recognition of the fair value of embedded derivative instruments, effects of the removal of the transition obligation for severance payments, effects of deferred PTU and the effect of start-up costs, as explained in previous paragraphs.

F-51

For U.S. GAAP purposes, there is no accounting basis for the airport concessions. However, a tax basis exists for Mexican statutory tax purposes, which results in an increase to the long-term deferred tax asset related to concessions. Additionally, because of the difference in the amortization rates of land for purposes of U.S. GAAP and MFRS, a different accounting basis exists under each set of accounting principles, thereby decreasing the long-term deferred tax asset recorded in the financial statements under MFRS. The effect was an increase to the deferred tax asset of Ps. 4,559,460 and Ps. 4,681,271 as of December 31, 2011 and 2010, respectively, and a related charge to net income of Ps. 121,811, Ps. 121,132 and Ps. 82,967 for the years ended December 31, 2011, 2010 and 2009, respectively.

Under both MFRS and U.S. GAAP, the change in the deferred tax asset resulting from the effects of accounting for inflation is recorded as a component of income tax expense, and affects the reconciliation of the statutory and effective tax rates, together with the expected changes in the income tax rate, as explained in Note 19.d.

Under MFRS, net deferred tax assets and liabilities are classified as non-current. Under U.S. GAAP, classification is based on the classification of the related asset or liability for financial reporting. A reconciliation of the net deferred income tax asset from MFRS to U.S. GAAP and the composition of the net deferred income tax asset under U.S. GAAP at December 31 were as follows:

	2011			2010
Reconciliation of deferred income tax asset:
Net deferred income tax asset under MFRS (including recoverable tax on assets)	Ps.	2,152,842		Ps.	1,933,304
Effect of cost of airport concessions		4,463,252			4,592,704
Effect of amortization of assets under concession (“rights to use airport facilities” under MFRS)		96,208			88,567
Effect of embedded derivatives		(408	)		5,739
Effect of employee labor obligations		(2,935	)		(598	)
Effects of actuarial gains in other comprehensive income		1,426			1,162
Effect of non-recognition of deferred PTU		1,493			1,308
Effect of start-up costs		2,366			3,570
Total U.S. GAAP adjustments to net deferred income tax asset		4,561,402			4,692,452
Net deferred income tax asset under U.S. GAAP	Ps.	6,714,244		Ps.	6,625,756
Net deferred ISR asset under U.S. GAAP	Ps.	6,717,303		Ps.	6,623,758
Net deferred IETU (liability) asset under U.S. GAAP	Ps.	(3,059	)	Ps.	1,998

F-52

	2011			2010
Composition of net deferred income tax asset:
ISR
Current assets (liabilities):
Trade accounts receivable	Ps.	61,747		Ps.	58,991
Embedded derivative instruments		(1	)		46
Total current assets – net		61,746			59,037
Non-current assets (liabilities):
Airport concessions and assets under concession (“rights to use airport facilities” under MFRS)		6,071,245			5,981,094
Hedging derivative financial instrument		3,120			2,370
Embedded derivative instruments		(2,234	)		2,225
Buildings, building improvements, machinery and equipment		204,838			156,390
Tax loss carryforwards		160,636			197,009
Recoverable tax on assets		602,547			634,879
Other assets		2,366			3,570
Interest cost capitalized		(22,020	)		(15,744	)
Valuation allowance for recoverable tax on assets paid		(257,578	)		(238,561	)
Valuation allowance for tax loss carryforwards		(107,363	)		(158,511	)
Total non-current assets – net		6,655,557			6,564,721
Total net ISR asset under U.S. GAAP	Ps.	6,717,303		Ps.	6,623,758
IETU
Non-current assets (liabilities):
Buildings, building improvements, machinery and equipment		(1,944	)		(1,901	)
Trade account receivables and account payables – net		(12,077	)		(7,457	)
Employee benefits		10,962			11,356
Total net IETU asset under U.S. GAAP	Ps.	(3,059	)	Ps.	1,998

F-53

A reconciliation of the Mexican statutory tax rate to the Company’s effective tax rate under U.S. GAAP is as follows:

	For the years ended December 31,
	2011			2010			2009
Statutory rate		30	%		30	%		28	%
Effect of tax rate change		—			—			(2	%)
Effects of inflation		(15	%)		(27	%)		(16	%)
Effect of cancellation of recoverable income taxes		—			5	%		—
Change in valuation allowance		1	%		3	%		3	%
Effective rate		16	%		11	%		13	%

(x) Accounting for uncertainty in income taxes

U.S. GAAP requires entities to follow a two-step approach with respect to recognition or disclosure of the effects of uncertain tax positions on financial information, wherein (i) a tax benefit is recognized if a position is more likely than not to be sustained and (ii) the amount of the benefit is measured as the highest tax benefit that is greater than 50 percent likely to be realized. U.S. GAAP also sets out disclosure requirements to enhance transparency of an entity’s tax reserves.

In order to determine the effects of uncertain tax positions on its consolidated financial information, the Company performs an exhaustive analysis over all open tax years that remain subject to examination by the Mexican tax authorities (as of December 31, 2011, open years are 2002 through 2011) in order to identify any uncertain tax position in any open tax year that could result in an unrecognized tax benefit. The following table summarizes the Company’s unrecognized tax benefits for 2011:

	Unrecognized tax benefits resulting in recognition of a liability 2003		Other unrecognized tax benefits 2002			Total unrecognized tax benefits
Balance, January 1, 2009	Ps.	2,034	Ps.	150,235		Ps.	152,269
Increases in prior year positions		300		21,070			21,370
Decreases in prior year positions		—		—			—
Balance, December 31, 2009		2,334		171,305			173,639
Increases in prior year positions		260		—			260
Decreases in prior year positions		—		(15,535	)		(15,535	)
Balance, December 31, 2010		2,594		155,770			158,364
Increases in prior year positions		271		15,862			16,133
Decreases in prior year positions		—		—			—
Balance, December 31, 2011	Ps.	2,865	Ps.	171,632		Ps.	174,497

The unrecognized tax benefits resulting in recognition of a liability is comprised of the fees paid to ASA in 2003 for services provided to the Company during 1999 and were deducted by the Company in 2003, as discussed in Note 21.d. Given that unfavorable sentences were received in the cases of the Aguascalientes and Morelia airports, the Company was not able to substantiate the technical merits for the deductibility taken in its previous return and thus recognized a liability. During 2011, the liability was increased for additional penalties and interest accrued during 2011 and 2010 of Ps. 271 and Ps. 260, respectively.

F-54

Other unrecognized tax benefits arise from the tax positions taken by the Company with respect to the following:

(i) Income taxes paid on dividends during 2002 for Ps. 93,915 for which the Company requested a refund from the Mexican tax authorities, was recognized in its financial statements as a recoverable tax asset. From 2002 through 2007, the Company was engaged in legal proceedings in which it received both favorable and unfavorable outcomes at its different airports and adjusted the recoverable tax asset accordingly. As of December 31, 2007, the Company wrote-off the remaining balance of the recoverable tax asset Ps. 52,824 as it considered that it was not more likely than not that such benefit would be recovered, though it continued to legally pursue the benefit at certain of its airports. Accordingly, such amount was considered an unrecognized tax benefit under U.S. GAAP. During 2008, Ps. 48,041 of such unrecognized benefit was removed, given that the Company received an unfavorable resolution in the ultimate instance at one of its airports. During 2010 the remaining balance of Ps. 4,783 was removed, as the Company considered that it was not more likely than not that such benefit would be recovered, thus there is no remaining balance for income taxes paid on dividends.

(ii) The Company has also been engaged in legal proceedings with respect to the base over which tax on assets was calculated (see Note 19.b and 19.f for further detail). In prior years, the Company paid asset tax under a certain methodology. However, the Company believes that such asset tax could have been calculated under a different methodology, thereby resulting in lower asset tax payments in prior years. Amounts paid which the Company believes they can use against future income taxes payable have been included within deferred income taxes. Amounts paid over and above are being requested as a refund from the Mexican tax authorities. However, they have not been recognized as an asset, given that the Company does not believe it is more likely than not that they will be recovered, for which reason they are considered unrecognized tax benefits under U.S. GAAP. As of December 31, 2009, a potential for Ps. 171,305 was available to be recovered in cash related to Guadalajara, Guanajuato, Puerto Vallarta, Los Cabos, Tijuana and Mexicali airports. During 2010, the Company decreased the amount related to this unrecognized benefit by Ps. 15,535. During 2011, the Company increased the amount related to this unrecognized benefit by Ps. 15,862, based on future projections. At December 31, 2011 and 2010, the unrecognized benefit is Ps. 171,632 and Ps. 155,770, respectively.

The total amount of unrecognized tax benefits of Ps. 174,497 would affect the Company’s effective tax rate, if recognized.

The Company’s policy is to recognize interest and penalties within operating expense. In 2011, the Company recognized approximately Ps. 248 and Ps. 1,747 of interest and penalties, respectively, and in 2010, the Company recognized Ps. 5,756 and Ps. 2,800 of interest and penalties, respectively. Those amounts of interest and penalties related to unrecognized tax benefits resulting in a liability have increased the related liability.

(xi) Trading investments designated for expenditure, held in trust

As discussed in Note 4, under MFRS restricted cash and cash equivalents should be presented as short-term, provided that restriction expires within the following twelve months to the date of the balance sheet; if the restriction expires over a one year period, the cash and cash equivalents should be presented as a long-term asset.

U.S. GAAP, however, contemplates exclusion from current assets of any cash or claims to cash that are designated for expenditure in the acquisition or construction of noncurrent assets. Accordingly, Ps. 125,498 and Ps. 228,577 of restricted cash is classified as non-current assets under U.S. GAAP as of December 31, 2011 and 2010, respectively.

Additional disclosure requirements

(a) Fair value of financial instruments: U.S. GAAP requires additional disclosures with respect to all assets and liabilities measured at fair value as well as with respect to the fair value of financial assets and liabilities whose fair value is not recognized in the balance sheet.

F-55

Fair value under U.S. GAAP is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Beginning in 2008, the Company determines fair value using the fair value hierarchy under U.S. GAAP, which requires the Company to maximize the use of observable inputs and to minimize the use of unobservable inputs when measuring fair value. Fair value is used on a recurring basis to measure the Company’s financial investments held for trading purposes, embedded derivatives and hedging derivative financial instruments. Accordingly, fair value has been determined by the Company using available market information or other appropriate valuation methodologies that require judgment in developing and interpreting the estimates of fair value.

Financial instruments measured at fair value on a recurring basis in the consolidated balance sheets using the fair value hierarchy are described below:

	2011
	Observable inputs other than quoted market prices (Level 2)		Internally developed models with significant unobservable market information (Level 3)		Total carrying value in the consolidated balance sheet
Financial investments held for trading purposes	Ps.	278,349	Ps.	—	Ps.	278,349
Embedded derivatives		—		7,449		7,449
Hedging derivative financial instrument		4,468		—		4,468
Total assets at fair value	Ps.	282,817	Ps.	7,449	Ps.	290,266

	2010
	Observable inputs other than quoted market prices (Level 2)		Internally developed models with significant unobservable market information (Level 3)			Total carrying value in the consolidated balance sheet
Financial investments held for trading purposes	Ps.	233,915	Ps.	—		Ps.	233,915
Hedging derivative financial instrument		7,138		—			7,138
Total assets at fair value	Ps.	241,053	Ps.	—		Ps.	241,053
Liabilities at fair value – Embedded derivatives	Ps.	—	Ps.	(7,571	)	Ps.	(7,571	)

The Company does not have any financial investments that are valued under Level 1. In order to value its financial investments held for trading purposes, the Company uses observable market data for similar instruments. Such investments are classified within level 2 of the fair value hierarchy, valued based on the net present value of the discounted cash flows expected from the asset, using an expected interest rate of 5.44%.

As mentioned in Note 12, during 2009, the Company acquired a hedging derivative instrument with Banamex to establish a ceiling on the interest rate for its variable rate debt mentioned in Note 14. In order to value the hedge, the Company uses observable market data for similar instruments. Such instruments are classified within level 2 of the fair value hierarchy, valued considering third party valuations which utilize pricing components such as interest rates, forward rates and options volatilities.

F-56

Embedded derivatives, which are related to certain lease agreements the Company enters into in U.S. dollars, are marked to market using recognized valuation techniques based on the difference between the forward curve rates on the monthly payments at the reporting date versus the forward curve rates on the monthly payments at the date of inception of the lease contract. This methodology incorporates data that is not readily observable in the market, as well as other internally-developed data. Accordingly, such instruments are classified within level 3 of the fair value hierarchy. A reconciliation of these fair value measurements is provided below:

	Fair Value Measurements Using Significant Unobservable Inputs
Beginning balance of embedded derivative asset, January 1, 2010	Ps.	14,531
Total loss included in 2010 earnings (revenue caption)		(22,102	)
Ending balance of embedded derivative liability, December 31, 2010		(7,571	)
Total gain included in 2011 earnings (revenue caption)		15,020
Ending balance of embedded derivative asset, December 31, 2011	Ps.	7,449

Additionally, fair value is used on a non-recurring basis to evaluate impairment of long-lived tangible and intangible assets. No impairments of such assets were recognized in 2011 or 2010.

Finally, U.S. GAAP requires disclosures of the fair value of financial assets and liabilities for which fair value is not recognized in the consolidated balance sheets. The following table provides information on the carrying value and estimated fair value of the Company’s financial instruments that are not measured at fair value on a recurring basis, as of December 31:

	2011				2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:
Instruments with carrying value that approximates fair value	Ps.	2,604,474	Ps.	2,604,474	Ps.	2,787,179	Ps.	2,787,179
Financial liabilities:
Instruments with carrying value that approximates fair value	Ps.	577,588	Ps.	577,588	Ps.	495,299	Ps.	495,299
Fixed rate bank loan (including accrued interest)		565,369		621,990		740,453		707,200

Instruments with carrying values that approximate fair value are comprised of the Company’s cash and cash equivalents, accounts receivable, recoverable taxes, trading investments designated for expenditure held in trust, accounts payable and other current liabilities. The carrying value of these assets and liabilities approximate fair value because they have relatively short-term maturities and bear interest at rates tied to market indicators, as appropriate.

Additionally, as mentioned in Note 14, the Company signed an unsecured credit agreement during 2007. Such credit agreement contains a fixed interest rate. If the Company were to transfer the liability in the current economic environment, it would incur interest at a rate 218 basis points lesser in 2011, than that contained in the loan agreement, which would result in a fair value of such debt of approximately Ps. 621,990 and Ps. 707,200 in 2011 and 2010, respectively. This long-term loan is classified within level 2 of the fair value hierarchy, and its fair value above was calculated using a discounted cash flow analysis with an interest rate of 6.34%.

(b) Earnings per share according to U.S. GAAP: In accordance with U.S. GAAP, basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding. The computation of diluted earnings per share is adjusted to include any potential common shares. Potential common shares include the forfeitable five percent of AMP’s shares held in the trust.

During 2011, 2010 and 2009, 16,364,500 shares, 13,914,900 shares and 360,000 shares, respectively, were repurchased at market value and recognized using the cost method as treasury stock, affecting the calculation of weighted average number of common shares outstanding (see Note 15.g, 15.f and 15.b).

Diluted earnings per share for the years ended December 31, 2011, 2010 and 2009 include 4,207,500 equivalent shares from the forfeitable shares, which are considered to be contingently issuable under U.S. GAAP, and thereby are included in the calculation of diluted EPS until such time as the contingency is resolved.

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The computation and reconciliation of basic and diluted earnings per share for the years ended December 31, prepared in accordance with U.S. GAAP, are as follows:

	2011		2010		2009
Numerator
Net income under U.S. GAAP	Ps.	1,800,958	Ps.	1,724,580	Ps.	1,476,420
Denominator (share amounts)
Weighted average number of common shares outstanding		533,547,593		554,038,110		556,266,472
Dilutive effects of forfeitable shares		4,207,500		4,207,500		4,207,500
Total potential dilutive shares		537,755,093		558,245,610		560,473,972
Basic earnings per share (Mexican pesos)	Ps.	3.3754	Ps.	3.1127	Ps.	2.6542
Diluted earnings per share (Mexican pesos)	Ps.	3.3490	Ps.	3.0893	Ps.	2.6342

(c) Supplemental cash flow information: Under MFRS, for 2011, 2010 and 2009, the Company presents a consolidated statement of cash flows in accordance with NIF B-2, Statement of Cash Flows, which presents only cash movements.

For U.S. GAAP purposes, the Company has provided a statement of cash flows, which presents only cash movements, excluding the effects of inflation, and requires that additional information related to non-cash investing and financing transactions and other events be provided separately.

Requirements regarding the presentation of the statement of cash flows under MFRS differ in certain respects from those set forth by U.S. GAAP. Among others, payments for interest costs that are not capitalized as part of fixed assets are operating cash flows for U.S. GAAP and financing cash flows under MFRS.

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Presented below are consolidated statements of cash flows of the Company in accordance with U.S. GAAP for the years ended December 31:

	2011			2010			2009
Operating activities:
Net income under U.S. GAAP	Ps.	1,800,958		Ps.	1,724,580		Ps.	1,476,420
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		536,352			472,201			421,094
Loss on sale of fixed assets		6,923			616			6,859
Provision for employee benefits		9,810			6,560			8,025
Deferred fees for technical assistance services		(17,169	)		47,692			39,618
Hedging derivative financial instrument		2,670			6,509			1,020
Embedded derivatives		(15,020	)		22,102			34,612
Inflationary effects on recoverable tax on assets		(5,136	)		(16,798	)		(6,285	)
Short-term marketable securities		(44,434	)		45,706			(4,384	)
Deferred income taxes		(136,022	)		(350,277	)		(146,704	)
Long-term account receivable reserve		—			(108	)		4,123
Changes in operating assets and liabilities:
Trade accounts receivable		1,643			157,710			118,202
Recoverable income tax and other current assets		6,510			(13,290	)		62,772
Recoverable tax on assets		13,185			34,961			42,313
Recoverable income tax on dividends		23,022			119,763			44,663
Concession taxes payable		6,702			9,651			(8,645	)
Accounts payable and other		19,851			2,194			23,053
Aeropuertos Mexicanos del Pacífico, S.A. de C.V.,		6,666			14,017			(11,277	)
Income tax and asset tax payable		(69,150	)		67,043			(1,418	)
Deposits received		89,977			128,669			57,831
Net cash provided by operating activities		2,237,338			2,479,501			2,161,892
Cash flows used in investing activities:
Buildings improvements, machinery and equipment		(1,350,377	)		(923,298	)		(572,210	)
Investments in trust designated for expenditure		83,577			123,859			(352,436	)
Other assets		(2,466	)		(30,505	)		(865	)
Net cash used in investing activities		(1,269,266	)		(829,944	)		(925,511	)
Cash flows used in financing activities:
Proceeds from bank loans		1,014,626			507,692			413,754
Payments on bank loans		(300,308	)		(248,360	)		(163,786	)
Stock repurchases		(777,493	)		(609,809	)		(10,248	)
Sale of repurchased stock		—			—			53,712
Hedging derivative financial instrument		—			—			(14,667	)
Dividend payments		(1,035,117	)		(1,000,000	)		(1,200,000	)
		(1,098,292	)		(1,350,477	)		(921,235	)
(Decrease) increase in cash and cash equivalents		(130,220	)		299,080			315,146
Cash and cash equivalents at beginning of year		2,120,230			1,821,150			1,506,004
Cash and cash equivalents at end of year	Ps.	1,990,010		Ps.	2,120,230		Ps.	1,821,150
Supplemental cash disclosures:
Cash paid for income tax and asset tax	Ps.	550,294		Ps.	469,963		Ps.	372,292
Interest paid, net of amounts capitalized		52,984			97,669			50,486
Supplemental non-cash investing activity:
Investment in building improvements, machinery and equipment on account	Ps.	276,443		Ps.	227,373		Ps.	101,296

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(d) Valuation and qualifying accounts:

Description	Balance at Beginning of year		Additions charged to costs and expenses		Deductions		Balance at end of year
Allowance for doubtful accounts
2011	Ps.	217,700	Ps.	28,092	Ps.	17,440	Ps.	228,352
2010		135,613		92,529		10,442		217,700
2009		112,618		35,335		12,340		135,613

(e) Adoption of IFRS

As disclosed in Note 28, the Company adopted IFRS as of January 1, 2012. The U.S. Securities and Exchange Commission permits foreign private issuers to prepare their financial statements in accordance with IFRS without having to provide a reconciliation to U.S. GAAP. As such, the Company’s 2012 financial statements presented in accordance with IFRS will not include a reconciliation to U.S. GAAP.

30. Subsequent events

a. In relation to Note 19.b, on January 18, 2012, the Hermosillo airport filed a new motion requesting a judgment to nullify the tax authorities’ ruling, which is pending resolution.

b. On February 15, 2012, the Company commenced a suit against Mexican stock market brokers in order to prohibit them trading Company’s shares with an individual, group or group of related entities, that could result in any way in the acquisition of an ownership position that exceeds the 10% maximum allowed by Article X of the Company’s Corporate By-Laws. On February 29, 2012, the Company was notified that an ordinary commercial court issued precautionary measures for the Mexican stock market brokers requiring the strict adherence to the Company’s Corporate By-Laws.

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c. On March 16, 2012, Banamex notified to the Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo and Guanajuato airports, that based on Article 294 of the Mexican General Law of Negotiable Instruments and Credit Operations (Ley General de Títulos y Operaciones de Crédito) and under the XXIV clause of the credit agreement, disclosed in Note 14, its right to restrict the remaining undistributed balance of Ps. 196,253 as of the notification date, according to the pending disposition deadlines established in clause V of the aforementioned credit agreement, as well as the amount of credit that is not already disposed. Although our legal counsel is reviewing the related consequences and determining how to proceed, the Ps. 196,253 will not be disbursed by Banamex, therefore the Company will seek other ways to finance its investment commitments.

31. Financial statements issuance authorization

On March 20, 2012 the issuance of these consolidated financial statements was authorized by Fernando Bosque Mohino, Chief Executive Officer and Rodrigo Guzmán Perera, Chief Financial Officer. These consolidated financial statements are subject to approval at the ordinary general stockholders’ meeting, where they may be modified based on provision set forth by the Mexican General Corporate Law.

* * * * * *

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