form20f.htm

Description

For expenses related to the establishment of the facility including, but not limited to, investor relations expenses, the initial NASDAQ application and listing fees or any other program related expenses.

For expenses related to the administration and maintenance of the facility including, but not limited to, investor relations expenses, the annual NASDAQ listing fees or any other program related expenses.

20-F 1 form20f.htm CENTRAL NORTH AIRPORT GROUP 20-F 12-31-2010 form20f.htm

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, 2010

Commission File Number: 1-33168

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

(Exact name of registrant as specified in its charter)

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

Aeropuerto Internacional de Monterrey

Zona de Carga

Carretera Miguel Alemán, Km. 24 s/n

66600 Apodaca, Nuevo León, México

(Address of principal executive offices)

José Luis Guerrero.

Aeropuerto Internacional de Monterrey

Zona de Carga

Carretera Miguel Aleman, Km. 24 s/n

66600 Apodaca Nuevo Leon, México

+ 52 81 8625 4327

jlguerrero@oma.aero

(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
American Depositary Shares each representing 8 Series B shares	The NASDAQ Stock Market LLC
Series B shares	The NASDAQ Stock Market LLC*

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	341,200,000
Series BB Shares	58,800,000

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

Yes No x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Sections 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.

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

Yes o No þ

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 o Accelerated filer þ Non-accelerated filer o

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

U.S. GAAP o IFRS o Other þ

Indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 o Item 18 þ

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

Yes o No þ

TABLE OF CONTENTS

		Page

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3.	KEY INFORMATION	1
	Selected Financial Data	1
	Exchange Rates	3
	Risk Factors	6
	Forward-Looking Statements	29
ITEM 4.	INFORMATION ON THE COMPANY	29
	History and Development of the Company	29
	Business Overview	35
	Regulatory Framework	67
	Organizational Structure	87
	Property, Plant And Equipment	88
ITEM 4A.	UNRESOLVED STAFF COMMENTS	89
ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	89
ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	120
ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	130
	Major Shareholders	130
	Related Party Transactions	133
ITEM 8.	FINANCIAL INFORMATION	135
	Legal Proceedings	135
	Dividends	139
ITEM 9.	THE OFFER AND LISTING	142
	Stock Price History	142
	Trading on the Mexican Stock Exchange	143
ITEM 10.	ADDITIONAL INFORMATION	143
	Material Contracts	160
	Exchange Controls	160
	Taxation	160
	Documents On Display	163
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	164
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	164
ITEM 12A.	DEBT SECURITIES	164

Table of Contents

TABLE OF CONTENTS

(continued)

ITEM 12B.	WARRANTS AND RIGHTS	164
ITEM 12C.	OTHER SECURITIES	164
ITEM 12D.	AMERICAN DEPOSITARY SHARES	164
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	166
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	166
ITEM 15.	CONTROLS AND PROCEDURES	166
ITEM 16.	[RESERVED]	169
ITEM 16A.	SPECIAL COMMITTEE RESPONSIBLE FOR AUDIT FUNCTIONS’ FINANCIAL EXPERT	169
ITEM 16B.	CODE OF ETHICS	169
ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	170
ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	170
ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	170
ITEM 16F.	CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	171
ITEM 16G.	CORPORATE GOVERNANCE	171
ITEM 17.	FINANCIAL STATEMENTS	177
ITEM 18.	FINANCIAL STATEMENTS	177
ITEM 19.	EXHIBITS	178

Table of Contents

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

We publish our financial statements in Mexican pesos. Pursuant to Mexican Financial Reporting Standards accepted in México, or MFRS, financial data for all periods up through December 31, 2010 in the financial statements included in Items 3, 5 and 8 and, unless otherwise indicated, throughout this Form 20-F are expressed in nominal pesos.

This 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. 12.38 to U.S.$ 1.00, the noon buying rate for Mexican pesos on December 30, 2010, as published by the Federal Reserve Bank of New York. On May 20, 2011, the Federal Reserve Bank of New York’s noon buying rate for Mexican pesos was Ps. 11.66 to U.S.$1.00.

The following tables present a summary of our audited consolidated financial information and that of our subsidiaries for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements, including the notes thereto. Our consolidated financial statements are prepared in accordance with MFRS (individually referred to as Normas de Información Financiera or “NIFs”), which differ in certain significant respects from generally accepted accounting principles in the United States, or U.S. GAAP. A reconciliation to U.S. GAAP to our net income and total stockholders’ equity is also provided in this summary financial data. Information relating to the nature and effect of the principal differences between MFRS and U.S. GAAP is presented in Note 23 to the consolidated financial statements.

In 2010 we adopted INIF 17 “Service Concession Contracts” issued by the Mexican accounting standards board, which is similar in certain respects to IFRIC 12 “Service Concession Agreements” and provides a clarification of the accounting treatment required to comply with accounting Bulletin D-7 “Contracts for construction and fabrication of certain capital goods.” However, certain differences exist that do apply to us and will be reflected in our financial statements presented in accordance with International Financial Reporting Standards. The effects of INIF 17 are reflected in our financial statements as of and for the period ending December 31, 2010. We have restated the prior period for comparative purposes.

The concession contracts for each of our airport subsidiaries establish that the concessionaire is obligated to carry out construction or improvements to the infrastructure in exchange for the rights over the concession granted by the Federal Government. The Federal Government will receive all the assets at the end of the concession period. As a result, starting January 1, 2010, the concessionaire should recognize, using the percentage of completion method, the revenues and costs associated with the improvements to the concessioned assets, which we have adopted retroactively for all periods presented. The amount recognized for both construction revenues and construction costs is equal and equivalent to the price we pay to third parties for the execution of projects or the purchase of machinery and equipment, with no profit recognized for the construction or improvement. The resulting change of adopting this new standard does not affect the presentation of our operating income or net income, but does affect calculations of margins based on total revenues.

Table of Contents

In accordance with the guidelines set forth in NIF B-10, “Effects of Inflation,” calendar years 2008, 2009 and 2010 are considered noninflationary economic environments because the recognition of inflation effects is only required in an environment where the cumulative inflation over the three preceding years is equal to or greater than 26%. Therefore, from January 1, 2008, we suspended the recognition of the effects of inflation on our financial statements. The amounts in the accompanying consolidated financial statements as of and for the years ended December 31, 2010, 2009 and 2008 are expressed in nominal pesos.

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” or “Ps.” are to the lawful currency of México. We publish our financial statements in pesos.

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.

Table of Contents

The summary financial and other information set forth below reflects our financial condition, results of operations and certain operating data since the year ended December 31, 2006.

	Year ended December 31,
	2006			2007			2008			2009			2010
	(thousands of Mexican pesos)															(thousands of dollars) (1)
Statement of Income data:
MFRS:
Revenues:
Aeronautical services(2)		1,370,968			1,549,827			1,617,195			1,526,965			1,652,626			133,492
Non-aeronautical services(3)		316,343			347,526			371,281			354,001			391,974			31,662
Hotel services		0			0			0			15,311			99,823			8,063
Construction services		355,862			374,675			492,813			640,992			507,026			40,955
Total revenues		2,043,173			2,272,028			2,481,289			2,537,269			2,651,449			214,172
Operating costs:
Costs of services		397,465			420,777			507,214			447,568			673,632			54,413
Construction costs		355,862			374,675			492,813			640,992			507,026			40,955
Administrative expenses		237,475			256,730			269,929			330,969			379,314			30,639
Technical assistance fee(4)		49,541			57,416			55,604			51,710			47,567			3,842
Concession tax(5)		84,635			98,307			101,642			94,756			103,067			8,325
Depreciation and amortization:
Depreciation(6)		28,257			32,872			39,306			47,979			60,358			4,875
Amortization(7)		263,839			303,330			327,413			363,911			409,314			33,063
Total depreciation and amortization		292,096			336,202			366,719			411,890			469,672			37,938
Total operating costs		1,417,074			1,544,107			1,793,921			1,977,885			2,180,278			176,112
Income from operations		626,099			727,921			687,368			559,384			471,171			38,060
Other (expenses) income, net		(30,679	)		(7,584	)		104,792			10,051			(3,090	)		(250	)
Net comprehensive financing income (cost)		70,328			96,218			(11,451	)		(22,126	)		(68,338	)		(5,521	)
Income before income taxes		665,748			816,555			780,709			547,309			399,743			32,289
Income tax expense		196,511			785,363			238,906			77,785			(152,232	)		(12,297	)
Consolidated net income		469,237			31,192			541,803			469,524			551,975			44,586
Basic and diluted earnings per share(8)		1.1874			0.0781			1.3672			1.1889			1.3835			0.1118
Basic and diluted earnings per ADS(8)		9.4992			0.6248			10.9376			9.5112			11.0680			0.8940

U.S. GAAP:
Revenues		1,687,311			1,897,353			1,988,476			1,896,277			2,144,423			173,217
Income from operations		697,879			811,103			804,380			663,929			567,725			45,858
Consolidated net income		548,798			(118,318	)		1,013,454			302,380			566,653			45,772
Basic (loss) earnings per share(8)		1.4013			(0.2961	)		2.5574			0.7656			1.4203			0.1147
Diluted (loss) earnings per share(9)		1.3909			(0.2961	)		2.5386			0.7600			1.4099			0.1139
Basic (loss) earnings per ADS(8)		11.2110			(2.3688	)		20.4592			6.1248			11.3264			0.9178
Diluted (loss) earnings per ADS(9)		11.1271			(2.3688	)		20.3088			6.0800			11.2792			0.9111

Other operating data:
Total terminal passengers (thousands of passengers)(10)		11,784			14,212			14,061			11,518			11,588
Total air traffic movements (thousands of movements)		383			424			387			327			345
Total revenues per terminalpassenger(11)		143			134			141			165			229

Table of Contents

	Year ended December 31,
	2006			2007			2008			2009			2010
	(thousands of Mexican pesos)															(thousands of dollars) (1)
Balance Sheet data:
MFRS:
Cash and cash equivalents		1,672,994			1,756,704			257,420			267,734			312,838			25,270
Total current assets		2,143,271			2,084,057			926,245			884,405			841,575			67,976
Land, buildings, machinery and equipment- net….		163,067			316,947			1,935,641			2,183,613			2,310,848			186,660
Investments in airport concessions		6,551,579			6,722876			6,955,015			7,164,874			7,266,560			586,960
Total assets		8,873,950			9,134,388			9,859,832			10,276,678			10,453,679			844,399
Current liabilities		184,236			407,096			1,145,793			1,037,603			740,792			59,837
Total liabilities		891,999			1,660,046			2,330,072			2,601,715			2,608,270			210,683
Total stockholders’ equity(12)		7,981,951			7,474,342			7,529,760			7,674,963			7,845,409			633,716
U.S. GAAP:
Cash and cash equivalents		1,672,994			1,756,704			257,420			267,734			312,838			25,270
Total current assets		2,143,271			2,084,057			929,695			910,802			922,921			74,549
Assets under concession (“Rights to use airport facilities” under MFRS)		917,497			877,388			837,291			797,545			757,799			61,212
Total assets		5,495,086			5,263,692			6,292,200			6,640,657			7,015,749			566,700
Current liabilities		203,844			421,398			1,158,298			1,037,603			740,792			59,838
Total liabilities		264,653			680,277			1,203,591			1,564,618			1,747,445			141,151
Total stockholders’ equity		5,230,433			4,583,415			5,088,609			5,076,039			5,268,304			425,550
Dividend per share		1.1167			1.1103			1.0856			1.0000			1.0000
Other data:
MFRS:
Net cash flows from operating activities								735,464			448,811			610,683			49,330
Net cash flows provided by financing activities								(352,146	)		158,637			(38,356	)		(3,099	)
Net cash flows generated by (used in) investing activities								(1,882,602	)		(597,134	)		(527,223	)		(42,587	)
(Decrease) increase in cash and cash equivalents								(1,499,284	)		10,314			45,104			3,644
Net resources generated by operating activities		729,090			1,070,588
Net resources used in financing activities		(322,465	)		(328,868	)
Net resources used in investing activities		(440,235	)		(658,010	)
Increase (decrease) in cash and cash equivalents		(33,610	)		83,710
U.S. GAAP(13):
Net cash provided by operating activities		694,103			1,036,011			799,809			431,757			540,783			46,105
Net cash used in investing activities		(458,262	)		(657,018	)		(1,948,393	)		(619,227	)		(544,412	)		(43,975	)
Net cash (used in) provided by financing activities		(322,465	)		(328,868	)		(350,700	)		197,784			48,733			3,936
Effect of inflation accounting		53,014			33,585			-			-			-			-
(Decrease) increase in cash and cash equivalents		(33,610	)		83,710			(1,499,284	)		10,314			45,104			3,643

_______________________

(1)	Translated into dollars at the rate of Ps. 12.38 per U.S. dollar, the U.S. Federal Reserve noon buying rate for Mexican pesos at December 30, 2010. Per share dollar amounts are expressed in dollars (not thousands of dollars). Operating data is expressed in units indicated.

(2)

Revenues from aeronautical services principally consist of a fee for each departing passenger, aircraft landing fees based on the aircraft’s weight and arrival time, an aircraft parking fee, a fee for the transfer of passengers from the aircraft to the terminal building, a security charge for each departing passenger and other sources of revenues subject to regulation under our maximum rates.

(3)

Revenues from non-aeronautical services represent sources of revenues not subject to regulation under our maximum rates, and consist of revenues from car parking charges, leasing of commercial space to tenants, advertising, taxis and other ground transportation providers and other miscellaneous sources of revenues. Pursuant to our concessions and to the Airport Law and the regulations thereunder, parking services are currently excluded from aeronautical services under our maximum rates, although the Ministry of Communications and Transportation could decide to regulate such rates, and such rates may be regulated by other authorities.

(4)

On January 1, 2001, we began paying SETA a technical assistance fee under the technical assistance agreement entered into in connection with SETA’s purchase of its Series BB shares. This fee is described in “Item 7. Major Shareholders and Related Party Transaction – Related Party Transactions – Arrangements with SETA.”

(5)

Each of our subsidiary concession holders is required to pay a concession tax to the Mexican government under the Mexican Federal Duties Law for the use of public domain assets pursuant to the terms of its concession. The concession tax is currently equal to 5% of each concession holder’s gross annual revenues.

(6)	Reflects depreciation of fixed assets.

(7)	Reflects amortization of airport concessions and rights to use airport facilities.

(8)

For MFRS purposes, 395,173,149 weighted average common shares outstanding in 2006, 399,611,578 weighted average common shares outstanding in 2007, 396,284,313 weighted average common shares outstanding in 2008, 394,934,855 weighted average common shares in 2009 and 398,967,756 weighted average common shares in 2010. For U.S. GAAP purposes, based on 391,624,384 weighted average common shares outstanding in 2006, 399,611,578 weighted average common shares outstanding in 2007, 396,284,313 weighted average common shares outstanding in 2008, 394,934,855 weighted average common shares in 2009 and 398,967,756 weighted average common shares in 2010. Earnings per ADS are based on the ratio of 8 Series B shares per ADS.

(9)	Based on 399,224,413, 397,874,855 and 401,907,756 weighted average common shares and common share equivalents outstanding for the year ended December 31, 2008, 2009 and 2010, respectively. Earnings per ADS are based on the ratio of 8 Series B shares per ADS.

(10)	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).

(11)	Total revenues for the period divided by terminal passengers for the period. Expressed in pesos (not thousands of pesos).

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

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

Table of Contents

EXCHANGE RATES

The following table sets forth, for the periods indicated, the high, low, average and period-end, free-market 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. 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)
2006		11.46		10.43		10.80		10.91
2007		11.27		10.67		10.92		10.93
2008		13.94		9.92		13.83		11.14
2009		15.41		12.63		13.06		13.50
2010		13.19		12.16		12.38		12.62
December 2010		12.47		12.33		12.38		12.39
2011:
January 2011		12.25		12.04		12.15		12.13
February 2011		12.18		11.97		12.11		12.06
March 2011		12.11		11.92		11.92		12.00
April 2011		11.86		11.52		11.71		11.52

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

Source: Federal Reserve noon buying rate.

Except for the period from September through December 1982, during a liquidity crisis, the Mexican Central Bank has consistently made foreign currency available to Mexican private-sector entities (such as us) to meet their foreign currency obligations. Nevertheless, in the event of renewed shortages of foreign currency, there can be no assurance that foreign currency would continue to be available to private-sector companies or that foreign currency needed by us to service foreign currency obligations or to import goods could be purchased in the open market without substantial additional cost.

Fluctuations in the exchange rate between the peso and the U.S. dollar will affect the U.S. dollar value of securities traded on the Mexican Stock Exchange, and, as a result, will likely affect the market price of the ADSs. Such fluctuations will also affect the U.S. dollar conversion by the depositary of any cash dividends paid in pesos.

On December 30, 2010, the Federal Reserve noon buying rate was Ps. 12.38 per U.S.$ 1.00. On May 20, 2011, the Federal Reserve noon buying rate was Ps. 11.66 per U.S.$ 1.00.

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

Table of Contents

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.

Our aeronautical fees charged to airlines and passengers are regulated, like most airports in other countries. In 2008, 2009 and 2010 approximately 65.2%, 60.2% and 62.3% respectively, of our total revenues were earned from regulated services, which are subject to price regulation under our maximum rates. 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. 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.

Our maximum rates and annual efficiency adjustments will be renegotiated in 2015.

In 2015, the Ministry of Communications and Transportation will set our maximum rates and annual efficiency adjustments for 2016 through 2020. 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—Revenue Regulation.” We are unable to predict what our maximum rates or annual efficiency adjustments will be for the period from 2016 to 2020, and we cannot assure you that any changes to our maximum rates or annual efficiency adjustments for this period will not have a material adverse impact on our results of operations.

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

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

Moreover, when determining our maximum rates for the current five year period (from 2011 to 2015) and in the future, the Ministry of Communications and Transportations may be solicited by different entities (such as, for example, the Mexican Federal Competition Commission (Comisón Federal de Competencia or the “Competition Comission”) and the carriers operating at our airports) to modify our maximum rates, thus reducing our profitability. Therefore, there can be no assurance that the laws and regulations governing our business, including the rate-setting process and the Mexican Airport Law, will not change in the future or be applied or interpreted in a way that could have a material adverse effect on our results of operations.

Table of Contents

The Transport and Communications Commissions and the Federal Congress have, in the past, filed legislative initiatives to modify the current Mexican Airport Law. There can be no assurance that the Transport and Communications Commissions or the Federal Congress will file other initiatives in the future that seek to reform the current Mexican Airport Law. Should the current Mexican Airport law be amended with respect to matters that are related to our operations, such amendment could have a material impact on our results of operations.

Our business is dependent upon international regulations that affect Mexican Airlines

On July 30, 2010, the Federal Aviation Administration (“FAA”) downgraded México’s aviation safety rating from Category 1 to Cateogry 2, as a result of the FAA’s visit to the Mexican Bureau of Civil Aviation between January and July. The reason for the downgrade was not having enough flight inspectors, and administrative and organizational elements in the Mexican Bureau of Civil Aviation.

The FAA also evaluates the legal framework for civil aviation and issues related to the monitoring, staff training and inspection processes related to regulations issued by the International Civil Aviation Organization (ICAO), an agency of the United Nations Organization (UN).

The consequences of the downgrade from Category 1 to Category 2 were: the suspension of the right to operate code-shared flights, the restriction of Mexican airlines’ ability to increase the frequency of, or add new routes to, the U.S., and that the international routes of Mexicana may not be flown by any Mexican carrier throughout the duration of the Cateogry 2 rating.

México regained its Category 1 safety rating on December 1, 2010; however, we cannot be sure that México will not be downgraded in the future and we cannot be certain of how long this Category 1 rating will be maintained.

The regulations pursuant to which the maximum rates applicable to our aeronautical revenues are established do not guarantee that our consolidated results of operations, or that the results of operations of any airport, 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 (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from services subject to price regulation. In December 2010, the Ministry of Communications and Transportation determined, based on the terms of our concessions, the maximum rates for our airports from January 1, 2011 through December 31, 2015. Under the terms of our concessions, there is no guarantee that 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, excluding fuel). Although we are entitled to request additional adjustments to an airport’s maximum rates under certain circumstances including, among others, required capital investments not foreseen in the master development programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession tax payable by us to the Mexican government, our concessions provide that such a request will be approved only if the Ministry of Communications and Transportation determines that certain limited events specified in our concessions have occurred. Therefore, there can be no assurance that any such request would be granted. If a request to increase an airport’s maximum rates is not granted, our results of operations and financial condition could be adversely affected, and the value of Series B shares and ADSs could decline.

Table of Contents

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 in order to come as close as possible to its authorized maximum rate for that airport in any given year. For example, in 2010, our revenues subject to maximum rate regulation represented approximately 99.2% of the amounts we were entitled to earn under the maximum rates for all of our airports. There can be no assurance that we will be able to establish prices in the future that allow us to collect substantially all of the revenue we are entitled to earn from services subject to price regulation.

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 fuel), the Mexican consumer price index 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 ours 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. In the event that any one of our concessions is terminated, our other concessions may also be terminated.

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 México, 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. Violations of the Mexican Airport Law or its regulation could result in similar sanctions. In the event that any one of our concessions is terminated, our other concessions may also be terminated. For a discussion of events that may lead to a termination of a concession, see “Item 4. Information on the Company—Regulatory Framework—Penalties and Termination and Revocation of Concessions and Concession Assets.”

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 terminate 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 or, in the case of a mandated change in our operations, 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.

Table of Contents

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

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

The Mexican government could grant additional concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with our airports.

In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo Leon has requested in the past that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations. To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession. However, there can be no assurance that the Ministry of Communications and Transportation will not authorize such an amendment and that commercial aviation flights will not operate from Aeropuerto del Norte in the future.

Any competition from other such airports could have a material adverse effect on our business and results of operations. Under certain circumstances, the grant of a concession for a new or existing airport must be made pursuant to a public bidding process. In the event that a competing concession is offered in a public bidding process, we cannot assure you 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—Grants of New Concessions” below.

Risks Related to Our Operations

The global economic and financial crisis adversely affected our business.

The global economic and financial crisis in 2009 led to high volatility and lack of liquidity in the global credit and other financial markets. Such downturns in the U.S. and global economies led to an increased level of commercial and consumer delinquencies, lack of consumer confidence, decreased market valuations, increased market volatility, high financial risk premiums, and a widespread reduction of business activity generally. These conditions also limited the availability of credit and increased financial costs for companies around the world, including in México and the United States.

During 2010, the uneven recovery from the financial crisis continued, but began to slow down in mid-2010, foreshadowing weaker global growth in 2011 and 2012. According to the Mexican Central Bank, despite relative improvement of the global economy in 2010, the expansion method and the policies adopted during the year to facilitate economic activity may impede future growth. Measures taken by Governments during the early stages of the crisis helped to stabilize the financial markets and start the path to recovery. However, correcting the structural flaws that led to the crisis will continue to be a long and challenging process. Future volatility of the credit and capital markets can significantly affect our ability to access credit to finance our future projects, therefore adversely affecting our business.

Table of Contents

If the global economy falls into any other recession, our business and results of operations will be adversely affected. (See also “Risks Related to México – Our business is significantly dependent upon the volume of air passenger traffic in México, and negative economic developments in México will adversely affect our business and results of operations” and “Risks Related to México – Our business could be adversely affected by a downturn in the U.S. economy”).

Our revenues are highly dependent on levels of air traffic, which depend 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. Passenger and cargo traffic volumes and air traffic movements depend on many factors beyond our control, including an economic downturn in México, the United States and the world, the political situation in México and elsewhere in the world, the attractiveness of our airports relative to that of other competing airports, fluctuations in fuel prices (which can have a negative impact on traffic as a result of fuel surcharges or other measures adopted by airlines in response to increased fuel costs) 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.

International events could adversely affect our business

Terrorist attacks have had a severe impact on the international air travel industry, have adversely affected our business and may continue to do so in the future.

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 declined 5.8% in 2002 as compared to 2001. In the event of a terrorist attack involving one of our airports directly, airport operations would be disrupted or suspended during the time necessary to conduct rescue operations, investigate the incident and repair or rebuild damaged or destroyed facilities, and our future insurance premiums would likely increase. In addition, our insurance policies do not cover all losses and liabilities resulting from terrorism. Any future terrorist attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.

Because a substantial majority of our international flights involve travel to and from the United States, we may be required to comply with security directives of the FAA in addition to the directives of Mexican aviation authorities. Security measures taken to comply with future security directives or in response to a terrorist attack or threat could reduce passenger capacity at our airports due to increased passenger screening and slower security checkpoints and increase our operating costs, which would have an adverse effect on our results of operations.

International events could have a negative impact on international air travel.

Historically, a substantial majority of our revenues have been derived from aeronautical services, and our principal source of aeronautical services revenues is passenger charges. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals we operate, collected by the airlines and paid to us. In 2008, 2009 and 2010, passenger charges represented 49.7%, 46.9% and 48.6%, respectively, of our total revenues. Events such as the war in Iraq and public health crisis such as the Severe Acute Respiratory Syndrome, or SARS, crisis and the Influenza A(H1N1) crisis have negatively affected the frequency and pattern of air travel worldwide.

Table of Contents

On April 30, 2009, President Felipe Calderon Hinojosa issued a presidential decree instructing Mexicans to remain in their homes for a period of five days to reduce the spread of the Influenza A(H1N1) virus. The president also requested that travel should continue to operate subject to special passenger measures, including the use of thermographic cameras to prevent the spread of the A(H1N1) virus.

As a consequence of the presidential decree and public concerns, many people chose to cancel or delay scheduled travel, producing a reduction in passenger traffic and operations during the second quarter of 2009. Although the World Health Organization recommended that borders remain open and international travel remain unrestricted, these factors affecting passenger traffic continued without change.

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 conflict in the Middle East, further outbreaks of health epidemics such as SARS, Influenza A(H1N1) 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.

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

Based upon a security review in Monterrey, the travel alert issued by the U.S. Department of State (Bureau of Consular Affairs) on April 12, 2010 (the “Travel Alert”), was superseded by another Travel Alert issued on September 10, 2010, which lifts the authorized departure of family members of U.S. government personnel from U.S. consulates in the Northern Mexican border cities of Tijuana, Nogales, Ciudad Juárez, Nuevo Laredo, Monterrey and Matamoros. This alert indicates that the Consulate General in Monterrey declared that no minor dependents of U.S. government employees are permitted to remain in the city and advises U.S. citizens to refrain from unnecessary travel to certain areas. According to the Travel Alert, while millions of U.S. citizens safely visit México each year, many are victims of violence. The Travel Alert reported that gunfights involving the Mexican army, police and drug cartels have taken place in many towns and cities across México, but occur mostly in certain cities in northern México, including Ciudad Juárez, Tijuana, Chihuahua City, Nogales, Matamoros, Reynosa, Michoacán, Sinaloa, Durango and Monterrey.

The situation in Ciudad Juárez and surrounding areas is of special concern. The U.S. Consulate General recommends U.S. citizens to defer non-essential travel to the southeast of Ciudad Juárez and to the northwest quarter of the state of Chihuahua. In both areas U.S. citizens have been victims of drug-related violence and extortion and both areas are reached easily from the United States through various ports of entry. While most crime victims are Mexican citizens, the Travel Alert warns that the uncertain security situation of the border region poses serious risks for U.S. citizens as well.

Table of Contents

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

Increases in international fuel prices could adversely affect our business and results from operations.

International prices of fuel, which represent a significant cost for airlines using our airports, have increased in recent years, reaching record highs in the second quarter of 2008. Such increases in airlines costs were among the factors leading to cancellations of routes, decreases in frequencies of flights, and in some cases even contributed to filings for bankruptcy by some airlines (such as Alma and Aladia). For other airlines, such as Avolar and Aerocalifornia, such increased costs may have contributed to the denial of extensions of their concessions by the Mexican regulatory authorities for failure to satisfy security, service, coverage and quality requirement. Fuel prices in 2010 were slightly higher than prices in 2009. The social and political crisis affecting the Middle East has caused a surge in oil prices that has forced sharp increases in the price of fuel in the first trimester of 2011. Fuel prices may be subject to further 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, and there can be no assurances that future air business would not be further affected by increased fuel prices.

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

Our ability to increase revenue and profitability will depend in part on our business strategy, which consists of increasing passenger and cargo traffic at our airports and increasing revenue from commercial activities.

Our ability to increase commercial revenue is, among other factors, significantly dependent upon increasing passenger traffic at our airports and the profitability from other non-aeronautical commercial businesses, such as our Terminal 2 NH Hotel and commercial project at the México City International Airport. We cannot assure you that we will be successful in implementing our strategy of increasing our passenger traffic or 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.

We may not fully recover our investment for the acquisition of the Terminal 2 NH Hotel.

In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero T2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters of commercial space inside the new Terminal 2 of the México City International Airport, under a 20-year contract with the México City International Airport. The Spanish company NH Hoteles, S.A. de C.V. owns the other 10%. The Terminal 2 NH Hotel opened in August 2009. The total amount of our investment in the Terminal 2 NH Hotel as of December 31, 2010 was Ps. 342.2 million.

Part of the value of our investment in Terminal 2 of the México City International Airport reflects the airport’s status as the only one in the proximity of México City. If a new airport were to be built near México City, the México City International Airport could be closed and we would therefore have no assurance of our ability to continue operating the hotel and the commercial areas or of our ability to recover our investment. In addition, under certain circumstances, the operating lease agreement with the México City International Airport can be terminated by the México City International Airport with partial or no compensation to us. Should a new México City airport be constructed or the México City International Airport terminates the operating lease agreement, there could be no assurances as to our ability to fully recover our investment in the Terminal 2 NH Hotel.

Table of Contents

As a new business endeavor, the Terminal 2 NH Hotel faces the challenge of maintaining enough market participation as it continues with its operations. We cannot assure you that the occupancy of the hotel will be sufficient to recover our investment. As of December 31, 2010, total revenues amounted to Ps. 99.8 million for the year, annual average occupancy increased to 62.0% and the annual average rate per room was Ps. 1,157.5. We cannot assure you that the occupancy rate of the hotel will continue to increase.

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 Acapulco, Mazatlán and Zihuatanejo airports) may vary as a result of factors beyond our control, including the level of tourism in México. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in México, such as Cancún, Puerto Vallarta and Los Cabos, or elsewhere, such as Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic and other Caribbean islands and destinations in Central America. The attractiveness of the destinations we serve is also likely to be affected by perceptions of travelers as to the safety and political and social stability of México. Furthermore, the current global economic crisis affected our international passenger traffic, with particular reference to our tourist destinations airports. 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, which could have a direct and indirect impact on our aeronautical and non-aeronautical revenues.

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

In 2010, approximately 65.1%of our revenues were generated from four of our 13 airports. In particular, the Monterrey International Airport generates the most significant portion of our revenues. The following table lists the percentage of total revenues generated at our airports including the percentage of total revenues generated by our hotel services:

Airport	For year ended December 31, 2010
Monterrey International Airport		41.8	%
Culiacán International Airport		7.8	%
Mazatlán International Airport		8.1	%
Acapulco International Airport		7.4	%
Nine other airports and Terminal 2 NH Hotel		34.9	%
Total		100.0	%

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

The adoption of IFRS results in changes to our consolidated financial position and results of operations.

All Mexican issuers (except financial institutions) are required to adopt International Financial Reporting Standards, or IFRS as issued by the International Accounting Standards Board, as their accounting standard, no later than fiscal years beginning on or after January 1, 2012, with early adoption permitted. We started using IFRS in our financial information as of January 1, 2011. Our transition period to IFRS begins on January 1, 2010.

Table of Contents

The most significant impacts of the adoption of IFRS based on our consolidated financial statements as of December 31, 2010, are the following:

Investment in airport concessions:

Effects of inflation – In accordance with IFRS, the effects of inflation are recognized when the inflation accumulated during the last three years approximates to or exceeds 100%. Given that the Mexican environment ceased to be hyperinflationary since 1999, the effects of inflation recorded up to 2007 were cancelled, except for the inflation included in certain items of property, machinery and equipment, for which the deemed cost exception (indexed cost) included in IFRS 1, “First-time Adoption of International Financial Reporting Standards,” was used.

Amortization of the Concessioned Asset – In accordance with IFRS, the amortization of the concessioned asset is determined considering the term of the concession, which is 50 years. In accordance with MFRS, the amortization was determined based on the estimated useful life of the various components of the concessioned asset.

Maintenance expenses – According to the policy adopted pursuant to IFRS, airport maintenance costs, which are approved in the Master Development Plan, are provisioned and recorded in our results of operations. In acordance with MFRS, such costs are capitalized as part of the asset as incurred.

Income taxes – Deferred taxes are recognized applying the rate that corresponds to temporary differences that result from comparing the accounting and tax values of assets and liabilities and, if applicable, the tax loss carryforwards and certain tax credits benefits.

Employee benefits – In accordance with IFRS, the provision for employee severance indemnity is recorded only when there is a current obligation or a formal plan has been communicated to employees.

The impacts described above are based on IFRS in effect as of December 31, 2010. If new IFRS are issued and become effective prior to December 31, 2011, they must be applied retrospectively to our opening IFRS consolidated statement of financial position.

As of December 31, 2010, the adoption of IFRS generated a decrease of Ps. 1,945 million in our stockholders’ equity.

If we make any changes to our existing IFRS accounting policies, the estimated impact of IFRS on our consolidated financial position and results of operations could change.

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

If any conflicts with our employees were to arise, including with our unionized employees (which accounted for 58.2%of our total employees as of December 31, 2010), resulting events such as strikes or other disruptions that could arise with respect to our workforce could have a negative impact on our results of operations.

Table of Contents

Our operations may be affected by union activities.

Our unionized employees (which accounted for 58.2% of our total employees as of December 31, 2010) are represented by a national union of airport workers that operates throughout México. To the extent that any unionized airport workers throughout the country successfully negotiate different employment terms than those we offer at our airports, our operations could be adversely affected by union activities, including organized strikes or other work stoppages. In addition, we could be required to increase our labor expenses to match the terms agreed by the union with other Mexican airport operators.

Our operations depend on certain key airline customers, and the loss of or suspension of operations of one or more of them could result in a loss of a significant amount of our revenues.

Of the total aeronautical revenues generated at our airports in 2010, Aeroméxico and its affiliates accounted for 29.6%, Mexicana and its affiliates accounted for 10.5%, VivaAerobus represented 14.1% and Interjet represented 9.7%. In recent years, discount carriers, charter carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market. In 2010, passengers traveling on discount, charter and low-cost carriers, such as VivaAerobus, Interjet and Volaris accounted for approximately 36.2% of our commercial aviation passenger traffic. Avolar, Alma and Aladia ceased operations during the last quarter of 2008 for not satisfying security, service, coverage and quality requirements (in the case of Avolar), or because of bankruptcy (in the case of Alma and Aladia).

Our airports could be affected by the reduction in aeronautical and non-aeronautical revenues resulting from a merger between key airline customers. As of May 2011, we are not aware of any merger agreements between any key airline customers.

Grupo Mexicana, which comprises Mexicana de Aviación, Click Mexicana, and Mexicana Link, operated at twelve of our thirteen airports. In July 2010, prior to the bankruptcy filing by Mexicana de Aviación, the three airlines operated 24 routes at our airports, of which 18 were also operated by other airlines.

On August 3, 2010, Mexicana de Aviación announced that it filed for bankruptcy protection (Concurso Mercantil) before the 11th Federal judge in México City and that it also sought bankruptcy protection in the United States. On August 27, 2010, Grupo Mexicana announced the indefinite suspension of operations of Mexicana de Aviación, Click Mexicana, and Mexicana Link, while noting that it “will continue seeking out ways of securing the company’s long-term financial viability.” On September 7, 2010, Mexicana Click and Mexicana Link (subsidiaries of Grupo Mexicana) filed for bankruptcy protection before the 11th Federal Court in México. Click Mexicana and Mexicana Link’s insolvency petitions were accepted in conciliary phase on November 16, 2010.

During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación. Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación. In terms of international traffic, Grupo Mexicana generated 13.1% of traffic, of which Mexicana de Aviación accounted for 9.3%.

Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%.

In November 2010, we filed a motion (incidente de separaciòn de bienes) against Grupo Mexicana to recover the passenger charges that Grupo Mexicana collected for us. As of December 31, 2010, the amount owed to us by Grupo Mexicana amounted to Ps. 143.1 million, 93% of which represented passenger charges. This number increased to 144.2 million as of March 31, 2011. We have reserved 100% of the total amount owed within the allowance for doubtful accounts. There can be no assurance that these amounts will be recovered.

Table of Contents

On June 3, 2009, the Ministry of Communications and Transportation, acting through the General Director for Civil Aviation, temporarily suspended the operation of 25 Aviacsa aircraft. Aviacsa received a judicial injunction that enabled it to continue to operate, and it resumed operations on June 12. On July 6, 2009 the Ministry of Communications and Transportation suspended Aviacsa’s right to use Mexican airspace, based on non-payment of royalties owed to the Navigation Services for Mexican Airspace. Aviacsa filed for insolvency protection on October 30, 2009. Aviacsa accounted for 7.0% of our total passenger traffic during the January-June 2009 period and 96.7% of such passengers were domestic.

In November 2010, the Monterrey airport recovered the spaces leased to Aviacsa after their leases were terminated according to bankruptcy protection procedures. In January 2011, the Acapulco, Ciudad Juárez and Tampico airports were also able to recover the spaces leased to Aviacsa.

Aviasca owed us a total of Ps. 19.8 million as of December 31, 2010, which increased to Ps. 22.7 million as of March 31, 2011. We have reserved 100% of the total amount owed within the allowance for doubtful accounts. Aviacsa will repay us in accordance with the court approved agreement among Aviacsa and its creditors. We cannot assure you that Aviacsa will be able to restart operations in the future.

None of our contracts with our airline customers obligate them to continue providing service from our airports, and we can offer no assurance that, if any of our key customers reduced 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. Our business and results of operations could be adversely affected if we do not continue to generate comparable portions of our revenue from our key customers.

On August 5, 2008, the Mexican regulatory authorities announced the temporary suspension of Avolar. This suspension was effective for 2 days. Avolar resumed its operations on August 8, 2008. On October 24, 2008, the Mexican regulatory authorities denied Avolar’s extension of its concession due to Avolar’s financial problems. Avolar was operating in four of our airports during 2008 overall (Acapulco, Culiacán, Durango and Zacatecas). This airline represented 0.6% of our terminal passengers as of the end of August 2008. Avolar owed us a total of Ps. 4.7 million as of March 31, 2011. We have reserved 100% of the total amount owed within the allowance for doubtful accounts.

On October 21, 2008, the charter airline Aladia announced the suspension of its operations. We cannot predict whether Aladia will resume it operations with us in the future. This airline accounted for 1.4% of our total passenger traffic for the first 10 months of 2008. The main airports served by Aladia were Monterrey, Chihuahua, Mazatlán and Ciudad Juárez. Aladia owed us Ps. 0.7 million as of March 31, 2011. We have reserved 100% of the total amount owed within the allowance for doubtful accounts.

On November 7, 2008, Aerolíneas Mesoamericanas, S.A. de C.V. (Alma de México or Alma) announced the suspension of its operations and filed for bankruptcy. Alma was operating in nine of our airports: Chihuahua, Mazatlán, Monterrey, San Luis Potosí, Tampico, Zihuatanejo, Reynosa, Torreón, and Ciudad Juárez. The airline accounted for 3.5% of total passenger traffic during the first ten months of 2008 and for 3.3% of our total passenger traffic in October 2008. Alma owed us Ps. 21.8 million as of March 31, 2011. We have reserved 100% of the total amount owed within the allowance for doubtful accounts.

Due to increased competition, higher fuel prices and the general decrease in the demand consequent to the global volatility in the financial and exchange markets and economic crisis, many airlines are operating in adverse conditions. Further increases in fuel prices or other adverse economic developments could cause one or more of our principal carriers to become insolvent, cancel routes, suspend operations or file for bankruptcy. All such events could have a material adverse effect on our results from operations.

Table of Contents

Revenues from passenger and other charges are not secured, and we may not be able to collect amounts invoiced in the event of the insolvency of one of our principal airline customers.

In recent years, many airlines have reported substantial losses. In a few cases, our revenues from passenger charges and other aeronautical services are secured by a performance bond or other types of guarantees. The rest of our revenues from passenger and other charges from other airline customers are not secured by a performance bond or any other collateral. Thus, in the event of the insolvency of any of these airlines, we would not be certain of the collection of any amounts invoiced to that airline in respect of passenger charges.

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

From January 2002 to November 2002, several domestic airlines operating at our 13 airports —Aeroméxico, Mexicana, Aeromar and Aeroméxico Connect (formerly Aerolitoral) — refused to pay certain increases in our airport service charges. As of December 2002, the amount of invoiced fees subject to dispute was Ps. 3.7 million. As part of this dispute, these airlines brought proceedings challenging the privatization of the Mexican airport sector and the methodology for calculating the maximum rate system applicable under the privatization of all of the airport groups in México.

Subsequently, we entered into an agreement with the National Air Transportation Board (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation pursuant to which we settled existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines. Under the agreement, the National Air Transportation Board agreed to cause our principal airline customers to enter into (a) contracts governing charges for certain aeronautical services and (b) lease contracts for property used by the airlines. Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, for the establishment of new routes and other measures expected to increase passenger traffic volume at our airports. Subsequently, we entered into a new agreement covering the period from August 1, 2009 to December 31, 2011. We continue to charge our principal airline customers in accordance with the terms of this agreement.

Although passenger traffic volume (and therefore overall revenue) may increase, any agreed incentives and/or discounts could reduce our aeronautical revenues per terminal passenger in the future. In addition, should any of our principal airline customers refuse to continue to make payment to us, or should they refuse to pay increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted by decreased cash flows from operations.

Our operations could be adversely affected due to changes in the collection of passenger charges.

The passenger charges are collected by the airlines and then paid to us on the basis of contracts entered into with each airline operating at our airports. We cannot guarantee that all the airlines will continue collecting the passenger charges for us. Should one or more airlines stop collecting passenger charges for us, we would have to collect these charges directly ourselves, which would result in higher costs for us.

Table of Contents

The operations of our airports may be affected by 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 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 by immigration and customs services for our international passengers. 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 depend on third-party providers of certain complementary services such as catering and baggage handling. For example, Grupo Aeroméxico and Grupo Mexicana together control Servicios de Apoyo en Tierra, or SEAT, pursuant to a joint venture. SEAT is the largest provider of baggage and handling services at our airports. If SEAT or any of its affiliates or shareholders encounters financial difficulties, its ability to provide services at our airports could be negatively affected. If any service providers, including SEAT, were to halt operations at any of our airports, we could be required to seek a new provider of these services or provide these services ourselves, either of which is likely to result in increased costs and have an adverse impact on our results of operations.

Actions by parties purporting to be former owners of land comprising a portion of the Ciudad Juárez International Airport could cause our concession to operate the airport to be terminated.

In the event that any subsequent action results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government does not subsequently exercise its power of eminent domain to retake possession of the land for our use, our concession to operate the Ciudad Juárez International Airport would terminate and negatively affect our results of operations. In 2010, the Ciudad Juárez International Airport represented 5.2% of our revenue.

Table of Contents

We may be liable for property taxes as a result of claims asserted against us by certain municipalities.

Administrative law proceedings were asserted against us by the municipalities of Reynosa, Zihuatanejo, Ciudad Juárez, Tampico and Culiacán, for the payment of property taxes with respect to the real estate on which we operate our airports in those cities. The claims of the municipalities of Reynosa, Zihuatanejo, Ciudad Juárez, Tampico and Culiacán amounted to Ps. 59.5 million, Ps. 2.8 million, Ps. 1.8, Ps. 1.0 million and Ps. 4.3 million respectively. The claims of Zihuatanejo, Ciudad Juárez, Tampico and Reynosa were dismissed in January 2009, March 2009, February 2009 and March 2010, respectively.

In November 2009, the municipality of Ciudad Juárez filed a claim against us for Ps. 7.5 million in property taxes. In June 2010, the municipality of Culiacán filed a claim against us for Ps. 4.3 million in property taxes. In October 2010, the municipality of Zihuatanejo filed a claim against us for Ps. 4.3 million. In February 2011, the Municipality of Reynosa filed a claim against us for Ps. 117 million. We have filed administrative appeals to all these claims. Our appeals are still pending. The total amounts of the outstanding property tax claims, as recently updated to reflect the municipalities’s additional claims, in Reynosa, Ciudad Juárez, Culiacán and Zihuatanejo are Ps. 117 million, Ps. 7.5 million, Ps. 4.3 million and Ps. 4.3 million, respectively. These amounts could increase if the rulings are not in our favor. Moreover, other municipalities where we operate could assert similar claims.

The Mexican government has not acknowledged any obligation to pay such taxes, however, and any changes to the Mexican Constitution and other applicable laws could render us liable to municipalities for property taxes in the future.

Other Mexican airport operators contesting the assessment of similar property tax claims have been required to post surety bonds in connection with their challenge of those assessments. If we are required to post similar surety bonds in the future, the terms of the surety bonds may restrict our ability to pay dividends or otherwise limit our flexibility.

On June 16, 2010, the Congress of Jalisco filed before the Federal Congress a legislative initiative to amend the Mexican Airport Law to require airports to pay property taxes and obtain various municipal licenses. The initiative was sent to the Transport and Communications Commission of the Federal Congress to be reviewed and, if the Commission determines that the initiative includes all the elements necessary to amend the law, then the initiative is expected to be submitted to the Federal Congress for its approval. There can be no assurance that the Transport and Communications Commission, the Federal Congress or the Congress of the states will not file other initiatives that seek to amend the Mexican Airport Law. An amendment to the Mexican Airport law with respect to matters that are related to our operations could have a material negative impact on our results of operations.

Future changes in applicable laws with respect to property taxes could have an adverse effect on us.

Changes to the Mexican Constitution and other laws on property taxes may be enacted in the future that could affect our business and results of operations. We cannot predict the amount of any future property tax liabilities or the criteria that would be used to determine them. If such changes were to take effect, and any amounts owed were substantial, these tax liabilities could have a materially adverse effect on our financial condition or results of operations.

Natural disasters could adversely affect our business.

From time to time, the Northern and Central regions of México experience torrential rains, hurricanes (particularly during the months of July through September) and, depending on the region, earthquakes and volcanic activity. In addition, the Mazatlán, Culiacán and Acapulco International Airports are susceptible to occasional flooding due to torrential rainfall. Natural disasters may impede operations, damage infrastructure necessary to our operations or adversely affect the destinations served by our airports. Any of these events could reduce our passenger and cargo traffic volume. The occurrence of natural disasters in the destinations we serve could adversely affect our business, results of operations, prospects and financial condition.

Table of Contents

In July, 2010, operations in Tampico, Reynosa and Monterrey International Airports were adversely impacted by Hurricane Alex, which caused significant complications in and around Monterrey and the border region. In Nuevo León, Hurricane Alex was considered to be one of the most destructive hurricanes recorded in the history of the state, causing severe damages to bridges, highways, roads and the interruption of water, electricity and natural gas supply. In accordance with our regulations, our airports remained open. However, some airlines suspended several flights. From June 30 to July 5, a total of 117 flights were cancelled at the Monterrey International Airport and 10 flights were cancelled at the Reynosa International Airport.

We have insurance for 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.

Our operations are at greater risk of disruption due to the dependence of several of our airports on a single commercial runway.

As is the case with many other domestic and international airports around the world, several of our airports, including the Culiacán, Mazatlán and Zihuatanejo International Airports, have only one commercial aviation runway. We cannot assure you that the operation of our runways will not be disrupted due to required maintenance or repairs. In addition, our runways may require unscheduled repair or maintenance due to natural disasters, aircraft accidents and other factors that are beyond our control. The closure of any runway for a significant period of time could have a material adverse effect on our business, results of operations, prospects and financial condition.

We are exposed to risk related to construction projects.

The building requirements under our master development programs could encounter delays or cause us to exceed our budgeted costs for such projects, which could limit our ability to expand capacity at our airports, increase our operating or capital expenses and could adversely affect our business, results of operations, prospects and financial condition. Such delays or budgetary overruns also could limit our ability to comply with our master development programs, which are established as a necessary requirement to our concessions.

Labor laws and recent reforms to the Social Security Act published in the “Diario Oficial de la Federación” on July 9, 2009, requires subcontractors to register their employees at the Instituto Mexicano del Seguro Social and makes anyone hiring the services of subcontractors that have failed to do so, jointly liable for the payment of social security obligations, as well as any applicable penalties. Therefore, if subcontractors providing services at our airports do not have their employees registered at the Instituto Mexicano del Seguro Social, we could be held jointly liable for the payment of social security obligations that these may have, as well as any applicable penalties.

Table of Contents

We are exposed to certain risks inherently associated with the rental of real property.

We are exposed to risks generally associated with ownership of properties rented to third parties, such as a decline in rental market demand, occupancy rates or rent levels, non-payment of minimum rent and royalties by tenants or a weakening of the real estate market. Moreover, our real estate assets are located on or adjacent to our airports and serve a particular sector of the rental market, thus exposing us to fluctuations in this specific market. Any of these risks could adversely affect the profitability of our real estate development activities and, consequently, our business results of operations, prospects and financial position.

We are exposed to the risk of non-performance by our subcontractors.

We subcontract certain services (including security and surveillance services, ramp handling and baggage handling services and checked baggage services) necessary to conduct our operations. The airport is obligated to provide some specific services, like ramp handling services. In the event that our subcontractors fail to perform their obligations under our agreements, we could incur extra costs in providing replacements and could be exposed to liability for operations that we may have to provide directly, which could adversely affect our results of operations.

Our ability to expand certain of our airports and to comply with applicable safety guidelines could be limited by difficulties we encounter in acquiring additional land on which to operate our airports.

Certain guidelines established by the International Civil Aviation Organization require the maintenance of a perimeter surrounding the land used for airport operations. At several of our airports, we do not control portions of the land within the required perimeters. If portions of such land adjacent to certain of our airports are developed by third parties in a manner that encroaches on the required perimeters, our ability to comply with applicable guidelines of the International Civil Aviation Organization or to expand our airport operations could be adversely affected. Also, the growth of certain cities in the proximity of our airports could limit our ability to expand our airports.

Our future profitability and growth will depend upon our ability to expand our airports in the future. Potential limitations on our possibility of expansion, such as the ones described above, could restrict any such expansion and thus have a material adverse effect on the future profitability and growth of our business.

We are exposed to risks inherent to the operation of airports.

We are obligated to protect the public at our airports and to reduce the risk of accidents at our airports. As with any company dealing with members of the public, we must implement certain measures for the protection of the public, such as fire safety in public spaces, design and maintenance of car parking facilities and access routes to meet road safety rules. We are also obligated to take certain measures related to aviation activities, such as maintenance, management and supervision of aviation facilities, rescue and fire-fighting services for aircraft, measurement of runway friction coefficients, flood control at the Acapulco International Airport and measures to control the threat from birds and other wildlife on airport sites. These obligations may require us to incur additional costs and could increase our exposure to liability to third parties for personal injury or property damage resulting from our operations.

On April 13, 2010, an accident involving an Airbus A-300 cargo plane belonging to Aerotransportes de Carga Unión (AeroUnión) occurred at Monterrey International Airport due to weather conditions. On November 24, 2010, an accident involving a Mexican Air Force plane occurred at Monterrey International Airport due to internal mechanical failures that resulted in several injuries. Claims relating to these accidents have not been asserted against us. These incidents lead to increased security measures relating to hazardous materials and the development of an assistance plan for victims.

Table of Contents

Our insurance policies may not provide sufficient coverage against all liabilities.

While we seek to insure all reasonable risks, we can offer no assurance that our insurance policies would cover all of our liabilities in the event of an accident, terrorist attack or other incident. The markets for airport insurance and construction insurance are limited, and a change in coverage policy by the insurance companies involved could reduce our ability to obtain and maintain adequate or cost-effective coverage. A certain number of our assets cannot, by their nature, be covered by property insurance (notably aircraft movement areas, and certain civil engineering works and infrastructure). In addition, we do not currently carry business interruption insurance.

Changes in Mexican environmental regulations could limit the growth of certain of our airports.

Several of our airports, such as the Ciudad Juárez, Tampico and Torreón International Airports, are located in densely populated urban areas, which are subject to more restrictive environmental regulations than less populated areas of México. Should environmental regulators adopt a more restrictive regulatory framework in any of these areas (such as limitations on noise pollution), our ability to expand these airports to meet growth in demand could be limited, which could adversely affect our results of operations.

Acapulco and Zihuatanejo International Airports are located in areas that are home to protected species. These areas are protected and there are restrictions on any construction or development of any infrastructure within these areas, according to the Ministry of Environment and Natural Resources in México. Mangrove swamps are protected species under norm NOM-059-2001.

The National Waters Commission is able to restrict water use within some of our airports due to the water shortage in the northern side of México. Monterrey International Airport and Ciudad Juárez International Airport are affected by these regulations which could limit future infrastructure and operation growth in our airports.

Furthermore, compliance with future environmental regulations may require us to incur additional costs in order to bring our airports into compliance, and if we fail to comply with current or future environmental regulations, we may be subject to fines and other sanctions.

We are liable under Mexican Law for inspection of passengers and their carry-on luggage.

Under Mexican Airport Law (Ley de Aeropuertos) we are currently responsible for inspecting passengers and their carry-on luggage before they board any aircraft. Under Mexican law, we may be liable to third parties for personal injury or property damage resulting from the performance of such inspection. In addition, we may be required to adopt additional security measures in the future or undertake capital expenditures if security measures for carry-on luggage are required to be enhanced, which could increase our liability or adversely affect our operating results.

We may be subject to potential liability for screening checked baggage.

The International Civil Aviation Organization established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives. We are currently purchasing and installing new screening equipment in all of our airports to facilitate our airline customers’ compliance with the new baggage screening guidelines. Until we agree on the contractual terms for the operation of this equipment with the airlines and the new screening equipment becomes operational, checked baggage will continue to be screened by hand by each airline in order to comply with the screening guidelines. In some countries, such as the United States of America, the federal government (in the case of the United States, through the Transportation Security Administration) is responsible for screening checked baggage. Under Mexican law, however, airlines are responsible for screening checked baggage. Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of the new equipment could increase our exposure to liability as a result of our involvement in the screening process. In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus subject to potential liability, if Mexican law changes in the future.

Table of Contents

Enforcing civil liabilities against us or our directors, officers and controlling persons may be difficult.

We are organized under the laws of México, and all of our directors, officers and controlling persons reside in México. In addition, a substantial portion of our assets and the assets of our directors, officers and controlling persons are located in México. As a result, it may be difficult for investors to effect service of process on such persons within the United States or elsewhere outside of México or to enforce judgments against us or our directors, officers and controlling persons, including in any action based on civil liabilities under U.S. federal securities laws. There is doubt as to the enforceability in México, whether in original actions or in actions to enforce judgments of U.S. courts or other courts outside of México, of liabilities based solely on U.S. federal securities laws.

Risks Related to Our Stockholders

Aeroinvest and SETA control our management and their interests may differ from those of other stockholders.

Aeroinvest, S.A. de C.V. (Aeroinvest) is the beneficial owner of 54.4% of our total capital stock. Aeroinvest directly owns Series B shares representing 41.9% of our total capital stock and Series A shares of SETA representing 74.5% of its capital stock. SETA in turn owns Series BB shares and Series B shares that collectively represent 16.7% of our capital stock. Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present to the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, our chief operating officer and our commercial director, and to elect three members of our Board of Directors. SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our stockholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management). Additionally, most matters voted on by our Board of Directors require the affirmative vote of the directors appointed by our Series BB shareholders. In the event of the termination of the Technical Assistance Agreement, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights. If at any time before June 14, 2015 SETA 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 its other special rights would be unaffected). If at any time after June 14, 2015 SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place. Pursuant to our bylaws, the Technical Assistance Agreement, the Participation Agreement and the Bancomext Trust, SETA was required to retain at least 51% of its Series BB shares until June 14, 2007, after which it became entitled to transfer up to one eighth of such 51% during each year thereafter. To date, SETA has not executed its right to transfer its Series BB shares. The rights and obligations of SETA in our management are explained in “Item 7. Major Shareholders and Related Party Transactions – Major Shareholders.”

Table of Contents

So long as the technical assistance agreement remains in effect and SETA continues to hold any Series BB shares, it also has the obligation to appoint and nominate the same directors and officers that it currently is entitled to appoint under our bylaws. The technical assistance agreement sets forth certain qualifications that members of our management appointed by them must have. The technical assistance agreement will remain in effect until June 14, 2015, after which it will be automatically extended for successive five-year periods unless any party thereto elects otherwise.

SETA’s continuing veto rights as holder of at least 7.65% of our capital stock in the form of Series BB shares, and its right to nominate and appoint certain directors and officers as holder of Series BB shares until June 14, 2015, will continue for so long as it owns at least one Series BB share and the technical assistance agreement remains in effect, could adversely impact our operations and constitute an obstacle for us to bring in a new strategic stockholder and/or operator. Through the right to nominate, appoint and remove certain members of our senior management, SETA directs the actions of our management in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses.

In addition to these special rights of SETA, Aeroinvest is entitled under Mexican law to elect one director to our board for each 10% of our capital stock that it owns. Thus, Aeroinvest’s ownership of at least 42.0% of our capital stock entitles it to elect four members of our Board of Directors. SETA and Aeroinvest are each subsidiaries of Empresas ICA.

The interests of SETA and Aeroinvest may differ from those of our other stockholders and can be contrary to the preferences and expectations of our other stockholders. We can offer no assurance that SETA and Aeroinvest and the officers nominated or appointed by them would exercise their rights in ways that favor the interests of our other stockholders.

If SETA or Aeroinvest, our principal stockholders, should sell or otherwise transfer all or a portion of their remaining interests in us, our operations could be adversely affected.

SETA and Aeroinvest currently exercise a substantial influence over our management, as described above. Our bylaws and certain of the agreements executed in connection with the privatization process provided that SETA was required to retain at least 51% of its Series BB shares until June 14, 2007, after which it became entitled to transfer up to one eighth of such 51% during each year thereafter. SETA, as holder of the Series BB shares, is entitled to present to the Board of Directors the name or names of the candidates for appointment as our chief executive officer and to appoint and remove half of our executive officers, which currently includes our chief financial officer, our chief operating officer and our commercial director, and to elect three of our board members. Elimination of these rights from our bylaws would require the consent of SETA for so long as it owns Series BB shares representing at least 7.65% of our capital stock. Should SETA fall below this threshold, our management could change significantly and our operations could be adversely affected as a result. In the event of termination of the technical assistance agreement, SETA would cease to have the special rights of the Series BB shares, which may adversely affect and disrupt our operations.

In addition, in December 2005, our parent company Aeroinvest entered into certain credit facilities to finance Aeroinvest’s acquisition from the Mexican government of the Series B shares currently representing 35.3% of our capital stock and to finance an additional loan to SETA for the exercise of the option to acquire 2% of our Series B shares. These credit facilities were amended and restated to, among other things, increase the amount of the facility and the amount borrowed thereunder in October 2006 and again in April 2007. Aeroinvest subsequently purchased additional Series B shares currently representing 6.7% of our capital stock in connection with our initial public offering in November 2006. Aeroinvest entered into agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated to refinance its existing credit facilities in June 2007. In February, 2011, Aeroinvest repaid Merrill Lynch, Pierce, Fenner & Smith Incorporated the outstanding amounts under these credit facilities. As of today, Aeroinvest does not have any outstanding credit facilities that would require us to comply with covenants. Yet, in the future, Aeroinvest could enter into agreements that may require us to comply with certain covenants, which could include restrictions on our ability to create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions or otherwise change our business or make investments or capital expenditures outside of our master development plans.

Table of Contents

Risks Related to México

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

In 2008, 2009 and 2010 domestic terminal passengers have represented approximately 83.4%, 84.3% and 83.4%, respectively, of the passenger traffic volume in our airports. In addition, all of our assets are located, and all of our operations are conducted, in México. Accordingly, our financial conditions and results of operations are substantially dependent on economic conditions prevailing from time to time in México. As a result, our business, financial condition and results of operations could be adversely affected by the general condition of the Mexican economy, by a devaluation of the peso, by inflation and high interest rates in México, or by political, social and economic developments in México.

In the past, México 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.

México experienced a period of slow growth from 2001 through 2003, primarily as a result of the downturn in the U.S. economy. In 2001, México’s GDP declined by 0.2%, while inflation reached 4.4%. In 2002, GDP grew by 0.8% and inflation reached 5.7%. In 2003, GDP grew by 1.4% and inflation was 4.0%. In 2004, GDP grew by 4.2% and inflation increased to 5.2%. In 2005, GDP grew by approximately 2.8% and inflation decreased to 3.3%. In 2006, GDP grew by approximately 4.8% and inflation reached 4.1%. In 2007, GDP grew by approximately 1.8% and inflation declined to 3.8%. In 2008, GDP grew by approximately 1.5% and inflation increased to 6.5%. In 2009, GDP decreased by 6.1% and inflation was 3.6%.In 2010, GDP increased by 5.5% and inflation was 4.4%.

During 2010, real and nominal interest rates in México decreased 1% compared to 2009. The annualized interest rates on 28 day Cetes (Certificados de la Tesoreria de la Federación) averaged approximately 7.2%, 7.2% 7.7%, 5.4% and 4.4% for 2006, 2007, 2008, 2009 and 2010, respectively. To the extent that we incur Peso-denominated debt in the future, it could be at high interest rates.

The Mexican economy underwent an economic crisis that began in 2008 and continued in 2009 as a result of the impact of the global financial crisis, which affected many emerging economies. The Mexican economy’s link with the U.S. economy remains very important, and therefore, any downside to the economic outlook of the U.S. may hinder any recovery in México. This crisis adversely impacted our business.

Table of Contents

In México, the economic and financial crisis adversely affected domestic traffic in 2009, which decreased substantially as compared to 2008, which itself had been adversely affected by the exit from the market of Aviacsa during that year and significant reductions in capacity by several other carriers. Furthermore, due to the suspension of operations by Aerocalifornia in July 2008 and the exit from the market of Aladia, Alma, and Avolar in the fourth quarter of 2008, our airports lost terminal passenger traffic, with the main decreases being at the Ciudad Juárez (30.1%), Acapulco (22.9%), Monterrey (21.0%), San Luis Potosí (20.9%) and Tampico (19.2%) airports (in each case, 2009 as compared to 2008). Generally all of our airports were affected during 2009 by the reductions in volume of passengers, the A(H1N1) virus and the exit from the market of 5 airlines in less than a year. Even though GDP grew by 5.5% in 2010, Mexicana de Aviación, Mexicana Click and Mexicana Link (Grupo Mexicana) ceased operations during the third quarter of 2010. In July 2010, prior to their suspension, the three airlines operated 24 routes at our airports, 6 of which were not operated by other airlines (Culiacán-Mexicali, Monterrey-Chicago, Monterrey-New York, Monterrey-Puebla, Zacatecas-Chicago and Zacatecas-Oakland). These suspensions adversely impacted the recovery of air traffic volumes in all of our airports.

Moreover, if inflation or interest rates increase significantly or if the Mexican economy is otherwise further adversely impacted, our business, financial condition and results of operations could be materially and adversely affected because, among other things, demand for transportation services may decrease. We cannot assure our investors that similar events may not occur, or that any recurrence of these or similar events will not adversely affect our business, results of operations, prospects and financial condition.

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

Following the devaluation of the peso and the economic crisis beginning in 1994, the aggregate passenger traffic volume in our airports in 1995 (then operated by our predecessor) decreased as compared to prior years, reflecting a decrease in Mexican passenger traffic volume. From September 30, 2008 to March 31, 2009, the peso depreciated by approximately 29.4%, from 10.98 pesos per U.S. dollar on September 30, 2008 to 14.21 pesos per U.S. dollar on March 31, 2009. From September 30, 2009 to March 31, 2010, the peso appreciated by approximately 8.8%, from 13.49 pesos per U.S. dollar on September 30, 2009 to 12.30 pesos per U.S. dollar on March 31, 2010. From September 30, 2010 to March 31, 2011, the peso appreciated by approximately 5.4%, from 12.60 pesos per U.S. dollar on September 30, 2010 to 11.92 pesos per U.S. dollar on March 31, 2011. Between March 31, 2010, and September 30, 2010, the peso fluctuated between 12.60 and 11.92 pesos per U.S. dollar. It began to appreciate, reaching 11.66 pesos per U.S. dollar on May 20, 2011.

A depreciation of the peso affects our business in the following ways: (i) international passengers and international flights pay tariffs denominated in U.S. dollars, while these tariffs are generally collected in Mexican pesos up to 60 days following the date of each flight, thus the depreciation of the Mexican peso had a positive impact on our results from operations which are denominated in Mexican pesos; and (ii) as of December 31, 2010, we had 19.3 million of liabilities denominated in U.S. dollars, causing foreign exchange rate losses. Any depreciation in the peso may cause additional foreign exchange losses.

Moreover, the depreciation of the peso also affected some of our airline customers having transactions in U.S. dollars, including the purchases or leases of equipment, maintenance and fuel.

Severe devaluation or depreciation of the peso may also result in the disruption of the international foreign exchange markets and may limit our ability to transfer or to convert pesos into U.S. dollars and other currencies.

Table of Contents

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 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 income or Business Flat tax, we will 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. For example the issuance of the new “Impuesto Empresarial a Tasa Unica” or “Business Flat Tax”, which was published on October 1, 2007, adversely impacted our results of operations in 2007, 2008, 2009 and 2010. See “Item 5. Operating and Financial Review and Prospects – Taxation”. 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.

Developments in other countries may affect us.

The market value of securities of Mexican companies may be, to varying degrees, affected by economic and market conditions in other countries. Although economic conditions in these countries may differ significantly from economic conditions in México, investors’ reactions to developments in any of these other countries may have an adverse effect on the market value of securities of Mexican issuers. In past years, prices of both Mexican debt and equity securities have been adversely affected by the sharp drop in Asian securities markets and the economic crises in Russia, Brazil, Argentina, Venezuela, Portugal, Italy, Greece, Spain and Dubai.

In addition, in recent years, economic conditions in México have become increasingly correlated to economic conditions in the United States. Therefore, an economic downturn in the United States will significantly adversely impact the Mexican economy. There can be no assurance that the market value of our securities will not be adversely affected by events elsewhere.

Delays in the process of obtaining necessary governmental approvals could affect our ability to expand our airports.

The expansion, development and growth of our airports from time to time may require governmental approvals, administrative proceedings or some other governmental action. Any delay or inability to obtain such approvals or favorable outcomes of such proceedings could have a negative impact on the expansion, development and growth of our airports.

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

During 2008 and 2009, the U.S. economy was affected by a recession, which had a direct impact on our business and results of operations.

In the beginning of 2010, the economy started to recover but began to slow down again in mid-2010. The economy could suffer further setbacks as serious risks and uncertainty still remain. The setback of mid-2010 might have an even greater impact going forward to the extent that the global economy falls back into a recession. In the third and fourth quarters of 2010, according to the U.S. Bureau of Economic Analysis, the U.S. gross domestic product increased at annualized rates of 2.6% and 3.2%, respectively. Likewise, according to the Mexican National Statistical, Geographic and Information Institute, the Mexican gross domestic product increased at an annualized rate of 4.6% during the fourth quarter of 2010. The air travel industry, and as a result, our results of operations, are substantially influenced by economic conditions in México and the United States. In 2010, approximately 80% of the international passengers in our airports arrived or departed on flights originating in or departing to the United States and approximately 14% of our aeronautical revenues in 2010 were derived from passengers charges imposed on departures from or arriving in the United States. Similarly, in 2010, approximately 83% of our passengers traveled on domestic flights, and 37% of our revenues in 2010 were derived from domestic passenger charges.

Table of Contents

Our international traffic in 2010 increased 6.7% compared to 2009, principally as a result of the economic recovery and due to VivaAerobus starting operations to Houston from Monterrey airport and Aeroméxico adding routes to Miami and Houston from Monterrey Airport. Furthermore, the Chihuahua, Durango, Mazatlán, Monterrey, San Luis Potosí and Tampico airports experienced increased international passenger traffic in comparison to 2009. The principal international airlines that contributed to these increases are American Eagle, American Airlines, Continental, Frontier and Delta Airlines. The key international destinations that led to the increased passenger traffic are Houston, Dallas, Phoenix, Las Vegas, Atlanta and Detroit.

In addition, 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. The current economic downturn in the United States negatively affected our results of operations and a prolonged economic recession in the United States will likely have a further material adverse effect on our results of operations.

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

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 Mexican Securities 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. The grounds for shareholder derivative actions under Mexican law are extremely limited, which effectively bars most of these kinds of suits in México. Procedures for class action lawsuits do not exist under applicable Mexican law. Therefore, 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 is to promote full and fair disclosure of all material corporate information. However, there may be less publicly available information about foreign issuers of securities listed in the United States than is regularly published by or about U.S. issuers of listed securities. While we are required to reconcile our net income and stockholders’ equity to those amounts that would be derived under U.S. GAAP in our annual financial statements, the effects of inflation accounting under MFRS through December 31, 2007 are not eliminated in such reconciliation in our annual financial statements. For this and other reasons, the presentation of MFRS consolidated financial statements and reported earnings may differ from that of U.S. companies in this and other important respects. For further information about the differences between MFRS and US GAAP please see Note 23 to our financial statements.

Table of Contents

FORWARD-LOOKING STATEMENTS

This Form 20-F contains forward-looking statements. We may from time to time make forward-looking statements in our annual and periodic reports to the Securities and Exchange Commission on Forms 20-F and 6-K, in our annual report 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 analysts, institutional investors, representatives of the media and others. Examples of such forward-looking statements include:

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

statements of our plans, objectives or goals,

statements about our future economic performance or that of México, 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 plans, objectives, expectations, estimates and intentions expressed in such 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 México 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 other risks and uncertainties may cause actual results to differ materially from those in forward-looking statements.

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

Item 4.

Information on the Company

HISTORY AND DEVELOPMENT OF THE COMPANY

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V., which we refer to by the acronym “GACN”, is a corporation (sociedad anonima bursatil de capital variable) organized under the laws of México. We were incorporated in 1998 as part of the Mexican government’s program for the opening of México’s airports to private investment. The duration of our corporate existence is indefinite. We are a holding company and conduct substantially all of our operations through our subsidiaries. The terms “GACN”, “we”, “us” and “our” in this annual report refer to Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. together with its subsidiaries, and to properties and assets that we own or operate, unless otherwise specified. Our registered office is located at Aeropuerto Internacional de Monterrey, Zona de Carga, Carretera Miguel Alemán, Km. 24 s/n, 66600 Apodaca, Nuevo León, México, telephone +52.81.8625.4300. Our U.S. agent is Puglisi & Associates. Our U.S. agent’s address is 850 Library Avenue, Suite 204, Newark, Delaware 19711.

Table of Contents

Investment by Servicios de Tecnología Aeroportuaria, S.A. de C.V. and its Affiliates

In 2000, as part of the first stage of our privatization, the Mexican government sold Series BB shares currently representing 14.7% of our capital stock to Servicios de Tecnología Aeroportuaria, S.A. de C.V., or SETA (formerly Operadora Mexicana de Aeropuertos, S.A. de C.V.), in a public bidding process. Pursuant to this transaction, SETA paid the Mexican government a total of Ps. 864,055,578 (nominal pesos, excluding interest) (U.S.$ 76 million based on the exchange rate in effect on the date of SETA’s bid) in exchange for:

all of our Series BB shares, which currently represent 14.7% of our outstanding capital stock;

an option to acquire from the Mexican government shares currently representing 35.3% of our capital stock (which subsequently was assigned to and exercised by Aeroinvest, S.A. de C.V., a principal shareholder of SETA);

an option to subscribe for up to 3% of newly issued Series B shares (1% of which expired unexercised on June 14, 2005 and 2% of which was subscribed for in September 2006); 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 SETA), a 15-year technical assistance agreement setting forth SETA’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 public bidding process. These agreements are described in greater detail under “Item 7. Principal Stockholders and Selling Stockholder” and “Related Party Transactions.”

SETA’s current stockholders are:

Aeroinvest, S.A. de C.V. (“Aeroinvest”), which owns 74.5% of SETA. Aeroinvest is a wholly owned subsidiary of Empresas ICA, S.A.B. de C.V. Aeroinvest also directly owns 42.0% of our Series B shares as a result of its exercise of an option to acquire these shares from the Mexican government and its subsequent purchase of additional Series B shares representing 6.7% of our capital stock. Aeroinvest’s Series B shares were acquired in December 2005 from the Mexican government at an aggregate cost of U.S.$ 203.3 million (determined based on an initial price per share of U.S.$ 1.28 plus an annual 5% premium, subject to decreases corresponding to dividends declared and paid by us). Empresas ICA, the parent of Aeroinvest, is the largest engineering, construction and procurement company in México. Empresas ICA’s principal lines of business are construction and engineering, housing and infrastructure operations, including the operation of airports (through SETA), toll roads and municipal services. Empresas ICA is listed on the Mexican Stock Exchange and the New York Stock Exchange. Through Aeroinvest, Empresas ICA controls a majority of our capital stock.

Aéroports de Paris Management, S.A., which owns 25.5% of SETA. Aéroports de Paris Management is a wholly owned subsidiary of Aéroports de Paris, S.A., a French company recognized as a leading European airport group. Aéroports de Paris, S.A. was previously the direct owner of the 25.5% participation in SETA until August 2006 when it transferred its participation in SETA to Aéroports de Paris Management. For more than 40 years, Aéroports de Paris has operated the Charles de Gaulle and Orly airports in France, which processed 83 million passengers in 2009. Aéroports de Paris is listed on the Eurolist Market of Euronext Paris S.A.

Table of Contents

In December 2005, our parent company Aeroinvest entered into certain credit facilities to finance Aeroinvest’s acquisition from the Mexican government of the Series B shares currently representing 35.3% of our capital stock and to finance an additional loan to SETA for SETA’s exercise of the option to acquire 2% of our Series B shares. These credit facilities were amended and restated to, among other things, increase the amount of the facility and the amount borrowed thereunder in October 2006 and again in April 2007. In November 2006 Aeroinvest purchased additional Series B shares representing 0.75% of our capital stock. Aeroinvest entered into agreements with Merrill Lynch to refinance its existing credit facilities in June 2007. In connection with the Merrill Lynch refinancing, Aeroinvest has assigned its economic interests (including its right to receive dividends) with respect to its Series B shares representing 42.0% of our capital stock as well as 74.5% of the Series A shares of SETA. In February, 2011, Aeroinvest repaid Merrill Lynch, Pierce, Fenner & Smith Incorporated the outstanding amounts under these credit facilities. As of today, Aeroinvest does not have any outstanding credit facilities that would require us to comply with covenants. During 2006, 2007 2008 and 2009, Aeroinvest purchased additional Series B shares representing 0.8%, 3.14%, 2.43% and 0.34%, respectively of our capital stock; in 2010 Aeroinvest sold 100,000 Series B shares representing 0.01% of our capital stock, and has not purchased any additional Series B shares since. In addition, Aeroinvest and SETA have entered into an agreement with Nacional Financiera, S.N.C., or NAFIN, a Mexican national credit institution and development bank owned and controlled by the Mexican Government, pursuant to which Aeroinvest has agreed, if certain conditions to be agreed by the parties are met, on or after December 2010, to either (i) sell the Series B shares it owns representing 35.3% of our capital stock or (ii) deposit such Series B shares in a voting trust. The terms of this obligation are described more fully under “Item 5. Operating and Financial Review and Prospects – Liquidity and Capital Resources.”

Under the technical assistance agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 2010 amounted to approximately Ps. 47.6 million. This agreement is more fully described in “Item 7. Related Party Transactions.”

Initial Public Offering

On November 29, 2006, a Mexican trust established by NAFIN, or the NAFIN Trust, acting pursuant to the instructions of the Mexican Ministry of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of American Despositary Shares, or ADSs, and Series B shares, concurrently in the United States and México. The net proceeds from the sale of the shares totaled approximately U.S.$ 432.2 million and were paid to the Mexican government.

Master Development Programs

Every five years, we are required to submit to the Ministry of Communications and Transportation for approval a master development program for each of our concessions describing, among other matters, our traffic forecasts for the following 15 years, expansion, modernization and maintenance plans, and detailed investment plan for the following five years. Each master development program is required to be updated and resubmitted for approval to the Ministry of Communications and Transportation every five years. Upon such approval, the master development program is binding for the following five years and deemed to constitute part of the relevant concession. Any major construction, renovation or expansion of an airport generally may only be made pursuant to a concession holder’s master development program and upon approval by the Ministry of Communications and Transportation. In December 2010, the Ministry of Communications and Transportation approved the master development programs for each of our subsidiary concession holders for the 2011 to 2015 period. These five-year programs will be in effect from January 1, 2011 until December 31, 2015. During 2015, the master development program for the next five-year period will be prepared for each of our concessions.

Table of Contents

The following tables set forth our historical committed investments and capital expenditures for the periods indicated. Our capital expenditures have historically exceeded our committed investments pursuant to our master development programs, primarily due to capital expenditures intended to complement the minimum amounts required under our master development programs or that are otherwise necessary to accommodate the growth of our business (such as our investments at Terminal 2 at the México City International Airport). In addition, our master development programs include some commitments that are expensed rather than capitalized; thus, not all of our committed investments will constitute capital expenditures. These capital expenditures are updated based on the Producer Price Index.

Historical Committed Investments Under Master Development Programs

	Year ended December 31,
	2008		2009		2010		Total 2008-2010
	(thousands of pesos)
Acapulco		33,601		15,670		15,888		65,159
Ciudad Juárez		23,755		20,591		12,894		57,240
Culiacán		8,966		23,942		2,563		35,471
Chihuahua		32,474		8,154		11,062		51,690
Durango		21,492		25,439		9,788		56,719
Mazatlán		10,818		20,125		2,383		33,326
Monterrey		277,568		89,447		25,362		392,377
Reynosa		12,137		9,956		1,859		23,952
San Luis Potosí		21,868		26,086		3,289		51,243
Tampico		13,186		16,562		4,770		34,518
Torreón		32,551		6,657		8,634		47,842
Zacatecas		4,791		25,904		8,271		38,966
Zihuatanejo		22,836		29,472		13,816		66,124
Total		516,043		318,005		120,579		954,627

The following table sets forth our historical capital expenditures, which reflect our actual expenditures (as compared to its committed investments, which are presented above) by airport for the periods indicated.

Historical Capital Expenditures by Airport

	Year ended December 31,
	2008		2009		2010
	(thousands of pesos)
Acapulco		36,275		37,366		58,191
Ciudad Juárez		52,641		18,465		47,348
Culiacán		37,111		35,743		38,679
Chihuahua		23,102		21,132		42,225
Durango		30,548		10,285		11,329
Mazatlán		24,021		10,324		62,124
Monterrey		1,743,039		395,964		306,417
Reynosa		13,644		19,386		11,240
San Luis Potosí		23,050		26,273		8,786
Tampico		25,028		18,430		11,739
Torreón		24,516		30,998		6,808
Zacatecas		15,177		17,222		35,929
Zihuatanejo		22,613		32,269		29,065
Other		156,796		193,799		25,609
Total		2,227,561		867,656		695,489

Table of Contents

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

	Year ended December 31,
	2008		2009		2010
	(thousands of pesos)
Terminals		232,961		328,271		380,674
Runways and aprons		263,000		181,465		91,896
Machinery and equipment		35,796		38,988		68,392
Land		1,455,904		62,725		90,906
Other		239,900		256,207		63,621
Total		2,227,561		867,656		695,489

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

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

Runways, access roads and aircraft parking. We improved our runways and access roads (including their lighting systems), expanded 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 and public information systems.

Land. As part of our strategic investments, in 2010, 2009 and 2008 territorial reserves of Ps. 90,906 Ps. 62,725 and Ps. 1,455,904, respectively, were purchased to develop and expand our key airports.

Utility-related infrastructure. We installed sewage treatment plants and systems at several of our airports, improved drainage systems, and installed underground electric wiring systems at several of our airports.

Developments at México City International Airport. In October 2008, we acquired 90% of the shares of Consorcio Grupo Hotelero Terminal 2, S.A. de C.V., which has the rights to develop and operate a 287-room hotel and approximately 5,000 square meters of commercial space inside the new Terminal 2 of the México City International Airport, under a 20-year lease agreement with the México City International Airport. The Spanish company NH Hoteles, S.A. de C.V. owns the other 10%. The Terminal 2 NH Hotel opened in August 2009.

Table of Contents

The following table sets forth our committed investments approved by the Ministry of Communications and Transportation for each airport for 2011 through 2015. We will be required to comply with the investment obligations under these programs on a year-by-year basis. These capital expenditures are updated based on the Producer Price Index.

Committed Investments by Airport

	Year ended December 31,
	2011		2012		2013		2014		2015		Total 2011-2015
	(thousands of pesos)
Acapulco		28,345		55,170		53,006		107,116		29,216		272,853
Ciudad Juárez		16,484		34,201		81,920		17,891		14,530		165,026
Culiacán		50,577		51,232		84,439		65,849		50,905		303,002
Chihuahua		22,378		34,144		51,136		13,570		9,811		131,039
Durango		34,412		20,886		11,163		20,294		3,573		90,328
Mazatlán		18,317		26,187		45,842		95,208		26,597		212,151
Monterrey		249,695		83,777		225,747		229,260		109,412		897,891
Reynosa		31,000		36,042		32,473		23,592		5,859		128,966
San Luis Potosí		18,168		19,471		51,507		47,139		39,201		175,486
Tampico		29,908		43,278		41,940		16,486		12,528		144,140
Torreón		29,228		12,704		33,202		23,519		3,939		102,592
Zacatecas		16,943		36,371		24,396		9,787		10,649		98,146
Zihuatanejo		16,577		43,080		24,335		46,157		25,216		155,365
Total		562,032		496,543		761,106		715,868		341,436		2,876,985

Table of Contents

The following table sets forth our committed investments for 2011 through 2015 by type of investment, which are updated based on the Producer Price Index:

Committed Investments by Type

	Year ended December 31,
	2011		2012		2013		2014		2015		Total 2011-2015
	(thousands of pesos)
Terminals		45,772		63,265		163,617		212,988		65,602		551,244
Runways and aprons		62,137		141,573		261,233		233,614		142,732		841,289
Machinery and equipment		133,799		74,527		175,786		127,136		49,624		560,872
Baggage screening system – investments		137,554		14,615		6,317		2,977		50,628		212,091
Security Airports – investments		161,585		93,258		119,396		113,555		22,361		510,155
Other		21,185		109,305		34,757		25,598		10,489		201,334
Total		562,032		496,543		761,106		715,868		341,436		2,876,985

For the year ended December 31, 2010, our capital expenditures totaled Ps. 695.5 million. Our capital expenditures for 2010 were devoted primarily to our committed investments.

BUSINESS OVERVIEW

Our Operations

Through our subsidiaries, we hold concessions to operate, maintain and develop 13 airports in México, which are concentrated in the country’s central and northern regions. 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. The terms of our concessions also include the right to occupy, use and improve the land appurtenant to our airports, which we do not own and which will revert to the Mexican government upon the termination of our concession. As operator of the 13 airports under our concessions, we charge fees to airlines, passengers and other users 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.

We operate 13 airports, which serve a major metropolitan area (Monterrey), three tourist destinations (Acapulco, Mazatlán and Zihuatanejo), regional centers (Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón and Zacatecas)and border cities (Ciudad Juárez and Reynosa).Our airports are located in nine of the 31 Mexican states, covering a territory of approximately 926,421 square kilometers (approximately 575,667 square miles), with a population of approximately 24million according to the Mexican National Institute of Statistics, Geography and Computer Science (Instituto Nacional de Estadística, Geografía e Informática) and the Mexican National Population Council. All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and to maintain customs and immigration services managed by the Mexican government, as well as refueling services.

According to figures published by the Mexican Bureau of Civil Aviation, our commercial aviation passenger traffic accounted for approximately 14.9% of all arriving and departing commercial aviation passengers in México in 2010.

In 2010, we recorded revenues of Ps. 2,651.4 million (U.S.$ 214.1 million) and net income of Ps. 552.0 million (U.S.$ 44.6 million). In 2010 our airports handled approximately 11.6 million terminal passengers, an increase of 0.6% with respect to the 11.5 million terminal passengers in 2009.

Table of Contents

Our airports serve several major international routes, including Monterrey-Houston, Monterrey-Dallas, Monterrey-Las Vegas, Monterrey-Atlanta, Monterrey-Detroit and Monterrey -Chicago. Our airports also serve several other major international destinations, including Houston, Los Angeles, Phoenix and Dallas. In addition, our airports serve major resort destinations, such as Acapulco, Mazatlán and Zihuatanejo, which are popular destinations in México frequented by tourists from México, the United States and Canada. Our airports also serve major domestic routes, including Monterrey-México City, which was the country’s busiest domestic route in 2010, with approximately2.2 million total passengers (including passengers flying directly to the nearby airport of Toluca, which are counted together with those flying to México City), according to the Mexican Bureau of Civil Aviation. Other major domestic routes served by our airports include México City-Acapulco, México City-Tampico and México City-Chihuahua, with approximately 370 thousand, 333 thousand and 324 thousand total passengers, respectively, in 2010 according to the Mexican Bureau of Civil Aviation.

Monterrey and its metropolitan area is the third largest city in México in terms of population, with a population of 3,930,388. Monterrey ranks among México’s most established urban and commercial centers and is the capital of the state of Nuevo León, México’s eighth largest state in terms of population, which totaled 4,653,458 in 2010. It is home to many of México’s largest companies in a wide variety of industries, as well as several major universities. Business travelers account for a substantial portion of passengers at the Monterrey International Airport. The airport is our leading airport in terms of passenger traffic volume, air traffic movements and contribution to revenues, and ranked fourth busiest airport in México based on passenger traffic volume in 2010, according to data published by the Mexican Bureau of Civil Aviation. Our Monterrey International Airport accounted for approximately 45.1% and 46.4% of our terminal passenger traffic in 2009 and 2010, respectively.

Three of our airports, Acapulco International Airport, Mazatlán International Airport and Zihuatanejo International Airport, serve popular Mexican tourist destinations. Of these tourist destinations, Acapulco and Mazatlán are the largest, with Acapulco constituting México’s sixteenth largest international tourist destination and Mazatlán the fifteenth largest in terms of visitors in 2010, according to the Mexican National Institute of Immigration. Acapulco is a principal port of call for cruise ships. In 2010, the Acapulco International Airport, Mazatlán International Airport and Zihuatanejo International Airport collectively accounted for 17.2% of our aggregate terminal passengers and 18.8% of our total revenues.

México was the tenth largest tourist destination in the world in 2009 in terms of international arriving tourists. México had 21.4 million arriving tourists, according to the latest data published by the World Tourism Organization. Within Latin America and the Caribbean, in October 2010 México ranked first in terms of number of foreign visitors and income from tourism, according to the World Tourism Organization.

Seven of our airports serve small and mid-sized cities that are important regional centers of economic activity, with such diverse economic activities as mining (Durango International Airport and Zacatecas International Airport), maquiladora manufacturing (Chihuahua International Airport and Torreón International Airport), petroleum and chemical production (Tampico International Airport), agriculture and livestock (Culiacán International Airport) and transportation and logistics (San Luis Potosí International Airport). In 2010, these seven regional airports collectively accounted for 29.0% of our aggregate terminal passengers and 29.0% of our total revenues.

Table of Contents

The remaining two airports in the group, Ciudad Juárez International Airport and Reynosa International Airport, serve cities situated along the border of México and the United States. Both Ciudad Juárez and Reynosa are popular entry points to the United States. In 2010, the Ciudad Juárez International Airport and the Reynosa International Airport collectively accounted for 7.2% of our aggregate terminal passengers and 7.2% of our total revenues.

In addition, we entered into a joint investment with the international hotel operator NH Hoteles, S.A. de C.V., under Consorcio Grupo Hotelero T2 (“Consortium”) to develop and operate a 287-room hotel and more than 5,000 square meters of commercial space inside Terminal 2 of the México City International Airport (the México City International Airport), under a 20-year lease agreement with the México City International Airport. The Terminal 2 NH Hotel opened in August 2009.

The Consortium is currently carrying out market and feasibility studies for the development of the commercial areas, with an expected beginning of operations of the first phase of the commercial development in 2011.

This project provides us with the opportunity to participate in the operation of the México City International Airport Terminal 2 passenger terminal, which according to the México City International Airport, served more than 24 million passengers in 2010. Airlines based in Terminal 2 include Aeromar, Aeroméxico and Aeroméxico Connect, Continental, Copa, Delta and LAN. We consider this a key part of our strategy to increase our non-aeronautical revenues. This project, along with acquisitions of land reserves in 2008 to develop and expand our key airports, accounted for the significant increase in our balance of property, machinery and equipment at December 31, 2008 compared to our balance at December 31, 2007.

Table of Contents

The following table provides summary data for each of our 13 airports for the years ended December 31, 2009 and 2010:

	Year ended December 31, 2009										Year ended December 31, 2010
Airport	Terminal Passengers				Total Revenues(1)				Total Revenues per terminal passenger(2)		Terminal passengers				Total Revenues(1)				Total Revenues per terminal passenger(2)
	Number (in millions)		%		(millions of pesos)		%		(pesos)		Number (in millions)		%		(millions of pesos)		%		(pesos)
Metropolitan area:
Monterrey International Airport		5.2		45.1		1,246.1		49.3		239.6		5.4		46.4		1,109.4		43.3		206.2
Tourist destinations:
Acapulco International Airport		0.8		7.3		173.3		6.9		206.6		0.7		6.4		195.6		7.6		265.4
Mazatlán International Airport		0.7		6.5		152.8		6.0		205.5		0.8		6.5		214.5		8.4		283.7
Zihuatanejo International Airport		0.5		4.7		138.5		5.5		254.2		0.5		4.3		115.7		4.5		233.1
Total tourist destinations		2.1		18.5		464.7		18.4		218.4		2.0		17.2		525.8		20.5		264.3
Regional cities:
Chihuahua International Airport		0.7		6.5		134.6		5.3		180.6		0.8		7.1		179.9		7.0		217.2
Culiacán International Airport		1.1		9.2		165.4		6.5		155.6		1.1		9.1		206.9		8.1		195.2
Durango International Airport		0.2		1.9		42.9		1.7		201.1		0.2		1.9		50.4		2.0		231.8
San Luis Potosí International Airport		0.2		1.8		69.8		2.8		338.1		0.2		1.9		60.3		2.4		270.4
Tampico International Airport		0.5		4.1		88.5		3.5		188.2		0.5		3.9		90.4		3.5		200.4
Torreón International Airport		0.4		3.4		101.6		4.0		257.6		0.3		2.9		69.5		2.7		205.5
Zacatecas International Airport		0.3		2.2		56.9		2.3		226.3		0.3		2.3		83.4		3.3		310.5
Total regional destinations		3.3		29.0		659.8		26.1		197.3		3.4		29.2		740.6		28.9		218.8
Border cities:
Ciudad Juárez International Airport		0.6		5.5		106.7		4.2		169.0		0.6		5.5		138.1		5.4		217.8
Reynosa International Airport		0.2		1.9		49.9		2.0		231.8		0.2		1.7		45.5		1.8		229.9
Total border city destinations		0.8		7.3		156.6		6.2		185.0		0.8		7.2		183.6		7.2		220.7
TOTAL AIRPORT REVENUES (1):		11.5		100.0		2,527.2		100.0		219.4		11.6		100.0		2,559.5		100.0		220.9

______________

(1)	Total Revenues in millions rounded to the decimal, which does not include eliminations of transactions among our subsidiaries.

(2)	Revenues per terminal passenger are calculated by dividing the total revenues for each airport by the number of terminal passengers for each airport. The result has been rounded to the decimal.

Table of Contents

As of July 2006, México and the United States are parties to an amended bilateral aviation agreement that increases, from two each to three each, the number of Mexican and U.S. carriers eligible to operate routes between certain pairs of cities, which may include any U.S. city and twelve specified cities in México including Acapulco, Mazatlán and Zihuatanejo. The agreement also provides for a future increase, from two each to three each, in the number of Mexican and U.S. carriers eligible to operate routes between U.S. cities and two specified additional Mexican cities, including Monterrey. This subsequent increase took effect in October 2007. To date, this bilateral agreement did not benefit our business as we expected, mainly because of the decrease in the tourism levels from the U.S. to México connected with the U.S. economic recession.

Our Sources of Revenues

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. All of our revenues from aeronautical services are regulated under the maximum-rate price regulation system applicable to our airports. In 2008, 2009 and 2010 aeronautical services revenues represented approximately 65.2%, 60.2% and 62.3%respectively, of our total revenues.

Our revenues from aeronautical services are derived principally from: passenger charges, landing charges, aircraft parking charges, charges for the use of passenger walkways and charges for the provision of airport security services. 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, the time of day the aircraft operates at the airport and the specific prices charged for the service.

Passenger Charges

We collect a passenger charge for each departing passenger on an aircraft (other than diplomats, infants and transfer and transit passengers) called the Tarifa de Uso de Aeropuerto. 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 bi-weekly basis and record an account receivable for the invoice corresponding to a flight during the actual month of the flight.

Up until April 30, 2010, our principal airline customers were required to pay us no later than 152 days after the invoice delivery date. The term for payment was dependent upon interest rates on short-term Mexican treasury bills, or Cetes, with longer payment terms during periods of lower interest rates (within a defined range). In 2010, the weighted average term of payment was 32 days.

The new agreements between our airports and our principal airline customers provide that from May 1, 2010, payments for passenger charges will be 60 days after the invoice delivery date for Aeroméxico and Volaris, 45 days after the invoice delivery date for VivaAerobus and 30 days after the invoice delivery date for Interjet.

International passenger charges are currently U.S. dollar-denominated, but are collected in pesos based on the average exchange rate during the month prior to the flight, and as such 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. Domestic passenger charges are peso-denominated. In 2008, 2009 and 2010 passenger charges represented approximately 76.3%, 77.9% and 78.0% respectively, of our aeronautical services revenues and approximately 49.7%, 46.9% and 48.6% respectively, of our total revenues. Passenger charges vary at each airport and based on the destination of each flight.

Table of Contents

Aircraft Landing Charges

We collect landing charges from carriers for their use of our runways and taxiways, illumination systems on the runways and taxiways 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 2008, 2009 and 2010 these charges represented approximately 6.9%, 6.2% and 6.2% respectively, of our aeronautical services revenues and approximately 4.5%, 3.7% and 3.9%, respectively, of our total revenues.

Aircraft Parking, Boarding and Unloading Charges

We collect various charges from carriers for the use of our facilities by their aircraft and passengers after landing. We collect aircraft parking charges based on the time an aircraft is at an airport’s gate or parking position. Each of these charges varies based on the time of day or night that the relevant service is provided (with higher fees generally charged during peak usage periods and at night), the aircraft’s maximum takeoff weight, the origin and destination of the flight and the nationality of the airline or client. We collect aircraft parking charges the entire time an aircraft is on our aprons.

Aircraft Long-Term Parking Charges

We collect charges from our carriers for the long-term use of facilities at our airports for aircraft long-term parking that does not involve the loading or unloading of passengers or cargo. These charges are based on the time of day or night the aircraft is parked at our facilities, the length of time the aircraft is parked at our facilities and the nationality of the airline or client. Together with our aircraft parking, boarding and unloading charges described above, in 2008, 2009 and 2010 these charges represented approximately 5.9%, 5.0% and 5.3% respectively, of our aeronautical services revenues and 3.8%, 3.0% and 3.3% respectively, of our total revenues.

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 buses and other vehicles. These charges are generally based on the amount of time each service is used, the number of these services used, the time of day the services are used, the origin and destination of the flight and the nationality of the airline or client. In 2008, 2009 and 2010 these charges represented approximately 1.5%, 1.1% and 1.2%, respectively, of our aeronautical services revenues and approximately 1.0%, 0.7% and 0.7%, respectively, of our total 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. Independent subcontractors provide airport security services at our airports. In 2008, 2009 and 2010 these charges represented approximately 1.4%, 1.3% and 1.2%, respectively, of our aeronautical services revenues and approximately 1.1%, 0.8% and 0.9%, respectively, of our total revenues.

The International Civil Aviation Organization, the General Office of Civil Aviation (México’s federal authority on aviation) and the Office of Public Security issue guidelines for airport security in México. In response to the September 11, 2001 terrorist attacks in the United States, we have taken additional steps to increase security at our airports. The International Civil Aviation Organization issued directives in October 2001 establishing new rules and procedures to be adopted at our airports. Under these directives, these rules and procedures were to be implemented immediately and for an indefinite period of time.

Table of Contents

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

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

segregating flows of arriving and departing passengers;

improving security supervision committees at each of our airports, particularly those with significant international traffic;

updating our security screening technology, including increasing the sensitivity of metal detectors and introducing new procedures for x-ray inspection of luggage;

increasing and improving the training of security personnel;

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

implementing a higher security employee identification system; and

increased collaboration with providers of security equipment installation services.

Certain of these improvements are expected to be expensed on our results of operations, while others are expected to require additional capital expenditures under our master development program.

Several of our airline customers have also contributed to the enhanced security at our airports as they have adopted new procedures and guidelines established by the International Civil Aviation Organization applicable to airlines. Some measures adopted by the airlines include adding more points for verification of passenger identification, inspecting luggage prior to check-in and reinforcing controls over access to airplanes by various service providers (such as baggage handlers and food service providers).

The International Civil Aviation Organization established security guidelines requiring checked baggage on all international commercial flights as of January 2006, and all domestic commercial flights as of July 2006, to undergo a comprehensive screening process for the detection of explosives. We are currently purchasing and installing new screening equipment in all of our airports to facilitate our airline customers’ compliance with the baggage screening guidelines. Until we agree on the contractual terms for the operation of this equipment with the airlines and the new screening equipment becomes operational, checked baggage will continue to be screened by hand by each airline in order to comply with the screening guidelines. In some countries, such as the United States of America, the federal government (in the case of the United States, through the Transportation Security Administration) is responsible for screening checked baggage. Under Mexican law, however, airlines are responsible for screening checked baggage. Although Mexican law holds airlines liable for screening checked baggage, the purchase, installation and operation of the new equipment could increase our exposure to liability as a result of our involvement in the screening process. In addition, although we are not currently obligated to screen checked baggage, we could become obligated to do so, and thus subject to potential liability, if Mexican law changes in the future.

Table of Contents

Complementary Services

At each of our airports, we earn revenues from charging access and other fees from third-party providers of ramp handling and baggage handling services, catering services, aircraft security, aircraft maintenance and repair and fuel. These access 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 their total revenues. We currently maintain contracts with thirteen companies that provide the majority of these complementary services at our 13 airports.

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

Leasing of Space to Airlines

We derive aeronautical revenue from leasing space in our airports to airlines that is necessary for their operations, such as ticket counters and offices. Our lease agreements with airline customers for the use of space in our airports are typically for terms of three years with provisions for periodic inflation adjustments to our rental fees.

Cargo Handling

In 2008, 2009 and 2010 our 13 airports handled approximately 79, 72 and 91 thousand metric tons of cargo, respectively. Increases in our cargo volume are beneficial to us for purposes of the 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 provided in connection with cargo services. Cargo-related revenue is largely aeronautical and therefore subject to maximum rates applicable to aeronautical revenue sources.

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues, but we believe that México has significant potential for growth in the volume of cargo transported by air.

Permanent Ground Transportation

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

Table of Contents

Non-aeronautical Services

General

Our revenues from non-aeronautical services are principally derived from commercial activities. Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services. Our revenues from non-aeronautical services are derived from commercial activities, such as the leasing of space in our airports to retailers, restaurants, airlines and other commercial tenants. In 2008, 2009 and 2010 revenue from non-aeronautical services accounted for approximately 14.9%, 13.9% and 14.8%, respectively, of total revenue.

None of our revenues from non-aeronautical services are regulated under our maximum-rate price regulation system, though other authorities may regulate them. For example, our parking facilities may be subject to certain municipal regulations.

Revenues from Commercial Activities

As the main part of our business strategy we have made it a priority to increase our revenues from commercial activities in our airports and to develop and promote the “OMA” brand, including the “OMA Plaza” retail brand described below. As a result of our efforts, our revenues from commercial activities have increased from approximately 7% of revenues in 2000 to 17.7% of revenues in 2010, primarily as a result of the following initiatives:

Expanding and reconfiguring the commercial space available in our airport terminals. In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to allow for the inclusion of more commercial businesses and larger individual commercial spaces, as well as to redirect the flow of passengers through our airports so as to increase our exposure to the commercial businesses operating in our airports. As a result, between 2000 and 2010, we increased the total area available for commercial activity in our 13 airports by approximately 50%, and have more than doubled the commercial area in the Monterrey International Airport.

Renegotiating agreements with terminal tenants to be more consistent with market practice. We have also improved our lease arrangements with existing tenants by adopting a new type of contract that provides for royalty payments based on a percentage of revenues, subject to a minimum fixed amount based partly on square-footage, as opposed to the leases based solely on square footage that were used historically in Mexican airports. We estimate, based on the nature of our tenant operations, that approximately half of our commercial space is suitable for royalty-based leasing arrangements. As of December 31, 2010, substantially all of the eligible contracts were represented by royalty-based leasing arrangements.

Improving the quality of retail offerings in our airports. Historically, commercial tenants in our terminals consisted of small, often similar, local businesses offering goods and services of limited variety. We have leased redesigned space formerly occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality, diversity and brand recognition of commercial goods and services available to our passengers, which we believe, based in part on market surveys conducted at several of our airports, will increase the sales revenues of our commercial tenants, thereby increasing our revenues from commercial activities. As a result, our food and beverage service tenants currently offer internationally recognized brands such as Starbucks and Carl’s Jr. In order to promote commercial development at all of our airports, we encourage commercial tenants to lease bundles of commercial spaces among multiple airports that we operate.

Table of Contents

Development and promotion of “OMA Plaza” retail brand. In order to enhance our passengers’ confidence in the retailers operating in our airports, we have developed the “OMA Plaza” brand for our commercial spaces. As part of this initiative, we have begun to standardize certain merchandising and design elements of our commercial spaces in order to create a more uniform and elegant image that is more appealing to retail customers. In addition, we have developed promotional programs focusing on the further development of the OMA Plaza brand that are intended to stimulate retail sales in our airports. We believe that a recognizable brand and familiar aesthetic for our commercial spaces will make passengers more likely to take advantage of the commercial goods and services available in our airports.

Commercial activities in each of our airports currently consist of the following:

Parking facilities – Our concessions provide us the right to operate the car parking facilities at all of our airports. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they are subject to the regulatory oversight of the Ministry of Communications and Transportation. As of October 25, 2010, we started a new Premium Parking Service, which provides higher security, larger and more exclusive parking lots situated next to Terminal B at Monterrey International Airport. These lots will offer a valet parking service, which will reduce the amount of time it takes to get to the terminal. We are commited to satisfying both our domestic and international passengers with the highest quality service and security standards in order to improve the overall passenger experience.

Advertising – In 2002, we entered into a contract with a subsidiary of Corporación Interamericana de Entretenimiento, S.A. de C.V., or CIE, pursuant to which we have developed a greater number of and more strategically located billboards, screens (projection and plasma) and other advertising space at our airports. Under the agreement, CIE places advertising in our airports and we collect a percentage of the revenues that CIE receives from individual advertisers.

Leasing of space – Revenues that we derive from leasing of space in our terminals to airlines and complementary service providers for certain activities that are not essential to airport operations, such as first class/VIP lounges, are not subject to price regulation under our maximum rates and are classified as non-regulated commercial activities.

Retail stores – We have completed several renovation projects as part of our overall effort, described above, to improve the product mix and brand recognition of retail stores in the commercial areas at our airports. Our retailer tenants currently offer such internationally recognized product brands as Hermès, Mont Blanc, Swatch, Christian Dior, Lancôme, L’Oreal, Swarovski, Lacoste, Cartier, Bulgari and Hugo Boss. We also have several duty-free retailers that cater to international passengers.

Table of Contents

Car rentals – We recently increased the presence of internationally known name-brand car rental providers at our airports, and have encouraged car rental companies to establish on-site automobile pick-up and drop-off facilities at our airports.

Food and beverage services – In recent years, we have completed “clean-up” projects with respect to our restaurant and bar leases, in order to attract world-class providers of high-quality food and beverage services offering a wider variety of cuisine options and service concepts.

Communications – We have consolidated most of the telephone and internet service at our airports with one provider and offer internet access (either wireless internet access or internet service kiosks) at all of our airports.

Financial services – We lease space to financial services providers (such as currency exchange bureaus, banks and ATMs), at our airports, and we charge providers of these financial services fees based partly on a percentage of the revenues recorded by their operations. ATM service is currently available at all of our airports.

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 as non-regulated commercial activities.

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

Our Airports

In 2008, 2009 and 2010 our airports served a total of approximately 14.1 million, 11.5million and 11.6 million terminal passengers, respectively. Monterrey International Airport accounted for approximately 46.8%, 45.1% and 46.4%of our terminal passenger traffic in 2008, 2009 and 2010 respectively. Acapulco International Airport, Mazatlán International Airport and Zihuatanejo International Airport, our main airports servicing the next most popular destinations in our airport group, collectively accounted for approximately 18.2%, 18.5% and 17.2%of our terminal passenger traffic in 2008, 2009 and 2010 respectively. Ciudad Juárez International Airport, our largest airport servicing a border city, accounted for approximately 6.4%, 5.5% and 5.5% of our terminal passenger traffic in 2008, 2009 and 2010 respectively. 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.

Table of Contents

The following tables set forth the passenger traffic volume presented in amounts of (1) total passengers, (2) terminal departing passengers and (3) terminal arriving passengers, for each of our airports for the periods indicated:

Passenger Traffic

	Year Ended December 31,
	2006						2007						2008						2009						2010
	Terminal(1)		Transit(2)		Total		Terminal(1)		Transit(2)		Total		Terminal(1)		Transit(2)		Total		Terminal(1)		Transit(2)		Total		Terminal(1)		Transit(2)		Total
Total passengers:
Acapulco		994,286		45,445		1,039,731		1,057,347		49,444		1,106,791		1,087,974		26,098		1,114,072		839,048		7,186		846,234		736,878		3,461		740,339
Chihuahua		664,392		80,257		744,649		854,757		60,231		914,988		833,793		46,451		880,244		745,165		27,078		772,243		828,123		27,276		855,399
Ciudad Juárez		698,765		44,856		743,621		908,835		26,033		934,868		903,129		23,212		926,341		631,111		15,163		646,274		633,919		17,613		651,532
Culiacán		843,989		138,637		982,626		1,137,571		167,684		1,305,255		1,099,038		138,456		1,237,494		1,062,893		96,621		1,159,514		1,059,904		73,643		1,133,547
Durango		236,200		24,933		261,133		279,310		36,405		315,715		233,471		23,709		257,180		213,394		1,339		214,733		217,230		1,392		218,622
Mazatlán		819,214		91,839		911,053		905,010		120,261		1,025,271		833,714		109,124		942,838		743,556		54,638		798,194		756,122		38,416		794,538
Monterrey		5,253,600		300,737		5,554,337		6,559,613		304,195		6,863,808		6,586,190		163,050		6,749,240		5,199,895		93,411		5,293,306		5,380,412		80,632		5,461,044
Reynosa		136,991		1,417		138,408		191,326		1,208		192,534		247,339		991		248,330		215,392		384		215,776		198,138		449		198,587
San Luis Potosí		227,102		1,160		228,262		264,349		1,973		266,322		261,049		2,007		263,056		206,500		1,480		207,980		222,854		1,997		224,851
Tampico		485,125		12,570		497,695		580,117		14,880		594,997		582,328		13,452		595,780		470,304		3,825		474,129		451,005		4,134		455,139
Torreón		410,124		52,479		462,603		522,295		80,903		603,198		481,265		56,173		537,438		394,377		12,995		407,372		338,003		5,068		343,071
Zacatecas		332,224		122,865		455,089		277,339		57,191		334,530		267,344		40,791		308,135		251,602		7,888		259,490		268,577		2,690		271,267
Zihuatanejo		681,581		4,150		685,731		674,612		8,352		682,964		644,029		6,105		650,134		545,051		4,098		549,149		496,523		2,383		498,906
Total		11,783,593		921,345		12,704,938		14,212,481		928,760		15,141,241		14,060,663		649,619		14,710,282		11,518,288		326,106		11,844,394		11,587,688		259,154		11,846,842

__________________

(1)	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).

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

	Year Ended December 31,
	2006						2007						2008						2009						2010
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total
Terminal departing passengers:
Acapulco		296,841		207,896		504,737		348,822		189,869		538,691		382,157		167,744		549,901		296,995		122,194		419,189		254,117		116,107		370,224
Chihuahua		290,516		41,988		332,504		380,161		46,424		426,585		366,151		48,949		415,100		330,430		39,504		369,934		373,103		39,686		412,789
Ciudad Juárez		314,698		552		315,250		424,456		794		425,250		422,987		767		423,754		302,401		433		302,834		303,974		890		304,864
Culiacán		407,618		20,651		428,269		549,967		28,322		578,289		534,556		25,463		560,019		525,464		14,629		540,093		525,301		14,234		539,535
Durango		91,989		26,132		118,121		121,291		18,695		139,986		101,108		15,174		116,282		94,040		11,312		105,352		93,895		12,649		106,544
Mazatlán		173,150		237,725		410,875		221,627		233,579		455,206		212,322		208,419		420,741		194,543		178,082		372,625		197,648		183,320		380,968
Monterrey		2,042,616		497,271		2,539,887		2,668,059		509,709		3,177,768		2,732,645		517,040		3,249,685		2,200,697		384,942		2,585,639		2,244,797		444,353		2,689,150
Reynosa		65,008		68		65,076		90,877		488		91,365		116,668		1,101		117,769		103,818		1,322		105,140		95,622		792		96,414
San Luis Potosí		70,550		42,681		113,231		87,299		45,123		132,422		84,508		45,750		130,258		69,634		33,364		102,998		70,398		40,854		111,252
Tampico		208,718		33,604		242,322		259,532		30,346		289,878		259,107		30,483		289,590		209,326		25,088		234,414		198,462		28,119		226,581
Torreón		162,828		42,378		205,206		216,027		46,060		262,087		196,318		44,330		240,648		165,160		30,914		196,074		141,279		27,173		168,452
Zacatecas		118,673		52,517		171,190		91,539		50,736		142,275		92,056		44,394		136,450		81,436		46,203		127,639		90,214		45,785		135,999
Zihuatanejo		165,047		176,772		341,819		176,019		164,000		340,019		171,832		151,826		323,658		152,093		123,025		275,118		134,396		115,342		249,738
Total		4,408,252		1,380,235		5,788,487		5,635,676		1,364,145		6,999,821		5,672,415		1,301,440		6,973,855		4,726,037		1,011,012		5,737,049		4,723,206		1,069,304		5,792,510

Table of Contents

	Year ended December 31,
	2006						2007						2008						2009						2010
	Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total		Domestic		International		Total

Terminal arriving passengers:
Acapulco		341,685		147,864		489,549		391,401		127,255		518,656		436,514		101,559		538,073		339,423		80,436		419,859		293,303		73,351		366,654
Chihuahua		297,980		33,908		331,888		392,448		35,724		428,172		381,821		36,872		418,693		346,314		28,917		375,231		386,192		29,142		415,334
Ciudad Juárez		382,757		758		383,515		482,572		1,013		483,585		478,597		778		479,375		327,740		537		328,277		328,836		219		329,055
Culiacán		410,628		5,092		415,720		547,829		11,453		559,282		533,082		5,937		539,019		522,094		706		522,800		519,617		752		520,369
Durango		99,989		18,090		118,079		127,370		11,954		139,324		109,796		7,393		117,189		102,348		5,694		108,042		103,924		6,762		110,686
Mazatlán		191,529		216,810		408,339		234,667		215,137		449,804		224,663		188,310		412,973		200,326		170,605		370,931		198,206		176,948		375,154
Monterrey		2,271,885		441,828		2,713,713		2,948,821		433,024		3,381,845		2,898,749		437,756		3,336,505		2,315,744		298,512		2,614,256		2,332,544		358,718		2,691,262
Reynosa		71,903		12		71,915		99,822		139		99,961		129,484		86		129,570		109,952		300		110,252		101,566		158		101,724
San Luis Potosí		80,207		33,664		113,871		96,062		35,865		131,927		94,096		36,695		130,791		75,213		28,289		103,502		75,346		36,256		111,602
Tampico		223,699		19,104		242,803		272,511		17,728		290,239		271,800		20,938		292,738		221,332		14,558		235,890		206,835		17,589		224,424
Torreón		173,396		31,522		204,918		225,526		34,682		260,208		207,748		32,869		240,617		176,105		22,198		198,303		145,486		24,065		169,551
Zacatecas		116,784		44,250		161,034		93,788		41,276		135,064		95,619		35,275		130,894		84,398		39,565		123,963		95,886		36,692		132,578
Zihuatanejo		187,620		152,142		339,762		192,041		142,552		334,593		198,440		121,931		320,371		165,157		104,776		269,933		149,212		97,573		246,785
Total		4,850,062		1,145,044		5,995,106		6,104,858		1,107,802		7,212,660		6,060,409		1,026,399		7,086,808		4,986,146		795,093		5,781,239		4,936,953		858,225		5,795,178

Table of Contents

The following table sets forth the air traffic movement capacity of each of our airports as of December 31, 2010.

Capacity by Airport(1)

Airport	Peak air traffic movements per hour		Runway Capacity(2)
Acapulco		7		40
Chihuahua		10		40
Ciudad Juárez		6		20
Culiacán		9		20
Durango		3		40
Mazatlán		7		22
Monterrey		24		38
Reynosa		4		18
San Luis Potosí		5		20
Tampico		6		22
Torreón		5		20
Zacatecas		3		20
Zihuatanejo		6		20

________________

(1)	2010 figures.

(2)	Air traffic movements per hour.

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

Air Traffic Movements by Airport(1)

	Year ended December 31,
	2006		2007		2008		2009		2010
Acapulco		28,015		30,016		30,248		26,671		25,843
Chihuahua		36,681		37,992		35,989		33,635		35,829
Ciudad Juárez		19,612		23,567		21,059		15,114		15,756
Culiacán		55,691		61,675		43,771		39,044		46,226
Durango		15,672		17,112		16,255		15,981		19,455
Mazatlán		24,046		25,292		25,942		23,514		22,687
Monterrey		101,736		116,826		110,150		85,260		90,216
Reynosa		7,877		9,483		10,403		8,388		8,267
San Luis Potosí		22,150		23,696		22,184		20,236		21,212
Tampico		22,730		27,938		24,453		20,575		21,348
Torreón		21,546		25,101		22,923		15,861		15,436
Zacatecas		10,381		9,169		9,001		8,742		9,936
Zihuatanejo		16,474		16,190		14,856		13,710		12,616
Total		382,611		424,057		387,234		326,731		344,827

__________________

(1)	Includes departures and landings.

Table of Contents

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

Average Passengers per Air Traffic Movements by Airport(1)

	Year ended December 31,
	2006		2007		2008		2009		2010
Acapulco		35.5		35.2		36.0		31.5		28.5
Chihuahua		18.1		22.5		23.2		22.2		23.1
Ciudad Juárez		35.6		38.6		42.9		41.8		40.2
Culiacán		15.2		18.4		25.1		27.2		22.9
Durango		15.1		16.3		14.4		13.4		11.2
Mazatlán		34.1		35.8		32.1		31.6		33.3
Monterrey		51.6		56.1		59.8		61.0		59.6
Reynosa		17.4		20.2		23.8		25.7		24.0
San Luis Potosí		10.3		11.2		11.8		10.2		10.5
Tampico		21.3		20.8		23.8		22.9		21.1
Torreón		19.0		20.8		21.0		24.9		21.9
Zacatecas		32.0		30.2		29.7		28.8		27.0
Zihuatanejo		41.4		41.7		43.4		39.8		39.4
Average of all airports		30.8		33.5		36.3		35.3		33.6

_________________

(1)	Includes total passengers divided by total air traffic movements.

Metropolitan Area

Monterrey International Airport

Monterrey International Airport is our most important airport in terms of passenger traffic (including both domestic and international passengers), air traffic movements and contribution to revenues. According to the Mexican Bureau of Civil Aviation, Monterrey International Airport was the fourth busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 46.8%, 45.1% and 46.4%respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 6.6 million terminal passengers, 5.2 million terminal passengers and 5.4 million terminal passengers respectively, were served by Monterrey International Airport. Of the terminal passengers in 2008, 85.5% were domestic and 14.5% were international passengers. In 2009, 86.9% were domestic and 13.1% were international passengers. In 2010, 85.1% were domestic and 14.9% were international passengers. This airport serves primarily business travelers and is also a hub for the transportation of goods.

A total of 10 commercial airlines operate at this airport. The principal ones are VivaAerobus, Aeroméxico, Interjet and Aeroméxico Connect. Aeroméxico Connect started flying to Miami on June 28, 2010 and to Houston on July 2, 2010. VivaAerobus started flying to Los Mochis, Cd. Obregón and Morelia on April 13, 2010. They started a route to México City on April 26, 2010, Tampico on June 2, 2010 and Houston and Tuxtla Gutierrez on July 2, 2010. The principal non-Mexican airlines operating at this airport are American Airlines, Continental and Delta Airlines. Airlines operating at this airport serve 38 direct destinations. Of these direct destinations, 29 are domestic and 9 are international. The principal direct routes from this airport are México City, Cancún, Guadalajara, Toluca, Veracruz, Hermosillo, Tijuana, Chihuahua, Houston, Dallas, Las Vegas, Atlanta and Detroit. Domestic traffic was affected by the suspension of Aviacsa on July 6, 2009, as well as by the suspension of Grupo Mexicana (Mexicana, Mexicana Link and Mexicana Click) on August 28, 2010. Since 2005, we have entered into agreements with five new Mexican carriers for the operation of various additional routes to and from the airport. In addition, two of those new Mexican carriers have elected to establish their headquarters at this airport, one of which is VivaAerobus.

Table of Contents

Monterrey International Airport is located approximately 21 kilometers (13 miles) from the city of Monterrey, which has a population (including its suburbs) of approximately 3.9 million inhabitants. Monterrey is México’s third largest city in terms of population and is one of México’s most productive industrial centers. It is home to many of México’s largest companies in a wide variety of industries, as well as several major universities. Monterrey is the capital of the state of Nuevo León, the third highest contributor to México’s gross domestic product (GDP). As home to most of Nuevo Leon’s industry, Monterrey generates roughly 91.6% of the state’s GDP.

Monterrey International Airport operates 24 hours daily. The airport currently has two operating runways, one with a length of 3,000 meters (9,842 feet), and the other with a length of 1,800 meters (5,905 feet). The airport’s runway capacity is 38 air traffic movements per hour. The airport also has an instrument landing system (ILS). The airport occupies a total area of 821 hectares (88,371,705 square feet). The airport’s facilities include a commercial passenger terminal building with a total area of approximately 28,966 square meters (311,787 square feet), of which 7,035 square meters (75,729 square feet) is commercial space, a 29-position apron for commercial aviation, a two-position apron for air freight, a ten-position apron for general aviation, five taxiways, nine air bridges, an ample boarding lounge for passengers making connections with other flights, and other boarding lounges. Currently, the airport has 11 gates for international or domestic flights.

In November 2006 we completed the construction of a new temporary passenger Terminal C building with a total area of approximately 4,800 square meters (51,668 square feet) to handle additional traffic from the new airlines serving the airport. This new Terminal, which commenced operation at year-end 2006, is mainly used by the low cost carrier VivaAerobus. The Terminal C has four boarding gates and serves five aircraft positions. In October 2007, in response to the request of low cost carrier VivaAerobus, we started an expansion for the passenger Terminal C. In particular, this expansion would lead to a development of a commercial area with 9 leased spaces for duty free, snacks, and boutiques, an enlargement of the waiting lounge and the construction of an additional baggage claim area with space for the principal customs and migration authorities. The aggregate expansion would amount to additional 2,794 square meters (or 30,075 square feet).

On June 4, 2007, construction began on Terminal B of the Monterrey International Airport. Terminal B started operations on September 1, 2010 and is used by Aeroméxico and Aeroméxico Connect. Subsequently, Delta Airlines began to operate at this same terminal as of October 4, 2010. Terminal B has the capacity to service 2.0 million passengers per year. The 21,000 square meter (226,049 square feet) facility has two levels plus a mezzanine, and includes six passenger jet ways, seven contact positions for regional planes and four remote parking positions. Our affiliate ICA was engaged to construct the foundation, procure, fabricate and assemble the metallic structure and install the three-dimensional roofing structure for the facility. The relevant agreement was approved, in accordance with our Related Party Guidelines, by our Board of Directors upon the recommendation of our Committee responsible for Corporate Practices Functions, which concluded that the contract is on terms that the Committee believes are arm’s length.

With an area of 60,000 square meters (645,840 square feet) for freight operations, Monterrey International Airport is the leading air-cargo terminal in northern México. The airport offers one of México’s most attractive air shipping options, both as a final destination and as a logistical hub. Its current infrastructure servicing air cargo operations includes, among other facilities, terminal warehouses (including a 4,000 square meter (43,056 square foot) terminal warehouse occupied by United Parcel Service, Federal Express since 2004, DHL since January 2010 and OMA Carga, which we operate directly), merchandise checkpoint platforms (which can service nine trailers simultaneously), and parking for 359 cars and 32 trailers. Roadways suitable for trailers and cars that serve the terminal and x-ray facilities are available.

Table of Contents

In 2004, we completed a remodeling of the Monterrey International Airport Terminal A. Among the upgraded facilities introduced to the public were automatic check-in kiosks, internet access points, new VIP lounges, and lounge areas for passengers awaiting connecting or regional flights.

Within our plans for future expansion of the Monterrey International Airport, on February and June 2007, March and May 2008, July and December 2009 and February, July and December, 2010, we completed the acquisition of land surrounding the airport for an aggregate surface of 777 hectares for an aggregate price of Ps. 1,559,380,526 (U.S.$ 126,222,704).

As part of our strategy of offering incentives to carriers to encourage them to operate new routes and take other measures expected to increase passenger traffic at our airports, on November 22, 2006, we delivered a notice to the Mexican National Air Transportation Board setting forth certain criteria that carriers operating at the Monterrey International Airport must meet in order to receive a discount equal to Ps. 75.00 per terminal passenger on passenger charges (representing approximately a 40% discount from our usual passenger charge).

VivaAerobus was the only airline that took advantage of these incentives. VivaAerobus established its corporate and operational headquarters at the Monterrey International Airport. In December 2006, VivaAerobus commenced operations with two aircraft operating nine routes. By December 2008, VivaAerobus had 18 destinations with seven aircraft operating in their fleet and was serving 7 of our airports from Monterrey. The principal routes served by VivaAerobus at the Monterrey International Airport are Veracruz, Cancún, Mérida, Culiacán, Villahermosa, and Chihuahua. VivaAerobus opened its first international route to Austin, Texas, which started flying in May of 2008. We believe that our participation in this agreement resulted in a decrease in our aeronautical revenues per terminal passenger in 2007 and 2008, and on September 10, 2008 we agreed with VivaAerobus to terminate the program. As a result, we will no longer provide financial incentives to VivaAerobus for the traffic it generates at Monterrey.

Table of Contents

Tourist Destinations

Acapulco International Airport

Acapulco International Airport is our fifth most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. According to the Mexican Bureau of Civil Aviation, Acapulco International Airport was the sixteenth busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 7.7%, 7.3% and 6.4% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 1,087,974 terminal passengers, 839,048 terminal passengers and 736,878 passengers, respectively, were served by Acapulco International Airport. Of the terminal passengers in 2008, 75.2% were domestic and 24.8% were international. In 2009, 75.9% were domestic and 24.1% were international. In 2010, 74.3% were domestic and 25.7% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of thirteen commercial airlines (9 regular airlines and 4 charter airlines) operated at the airport during 2010. The principal Mexican airlines are Aeroméxico Connect, Aeroméxico, Interjet, Volaris, and VivaAerobus. The principal non-Mexican airlines operating at the airport are American Airlines and Continental Airlines. Regular airlines operating at this airport serve 5 direct destinations and Charter airlines operate 8 charter routes. Of these destinations, México City, Toluca, Houston, Tijuana and Monterrey are the most popular.

VivaAerobus began operating a Monterrey-Acapulco route in December 2006. On January 13, 2008, Aviacsa ceased its operations at the Acapulco airport (as a result of the high fuel prices), followed by Avolar, which cancelled the Acapulco-Puebla route in April 2008 and then had its operations suspended by the Mexican regulatory authorities on August 28, 2008. On April 28, 2008, Volaris began operating the Acapulco-Tijuana route at this airport.

Acapulco International Airport is located approximately 15 kilometers (9 miles) from the city of Acapulco in the state of Guerrero, which has a population (including its suburbs) of 863,431. Guerrero is México’s twelfth largest state in terms of population and the city of Acapulco is one of México’s most recognized tourist destinations, of particular importance as a port of embarkation and disembarkation for cruise ships. We believe that these cruise ship passengers could represent a significant portion of the airport’s terminal passengers.

Acapulco International Airport operates 24 hours daily. The airport has two operating runways and six taxiways. The principal runway has a length of 3,300 meters (10,827 feet) and the auxiliary runway has a length of 1,700 meters (5,577 feet). The apron servicing commercial aviation accommodates 15 airplanes. Two of these spaces accommodate a B-737 model or equivalent, another two accommodate a B-747-400 model or equivalent, and the remaining eleven accommodate a B-757 model or equivalent. Three of the 15 spaces have mechanical boarding bridges and 17 of the spaces have oil pumps. The apron servicing general aviation accommodates 28 aircrafts.

The runway capacity at Acapulco International airport is 40 air traffic movements per hour. The airport also has an instrument landing system (ILS), which provides precise guidance to assist aircraft during landing. The airport occupies a total area of 448.7 hectares (48,297,666 square feet) and has two buildings, one for commercial aviation and the other one for executive or general aviation. The building for commercial aviation has four floors and occupies a total area of 19,943 square meters (214,666 square feet), of which 1,545 square meters (16,632 square feet) is commercial space. Besides having the ILS, runway 10-28 has approach lights and flashes on both headers.

Table of Contents

The general aviation platform has capacity to park either 6 aircraft category Bravo (B), and 20 aircraft category Alfa (A), or 8 aircraft category Bravo (B) and 12 aircraft category Alfa (A). It also has 2 positions for aircraft category Bravo (B) to load and unload. Additionally, a dual position area enables both types of aircraft to park in these positions. Runway 10-28 is 45 meters wide and meets Eco (E).

Due to its technical and geographic characteristics, Acapulco International Airport is the primary alternate airport of México City. The length of the airport’s runway as well as its elevation and average temperature makes it possible to operate airplanes at their maximum passenger, freight, and fuel capacities. There is currently no airport in closer proximity to the airport of México City with better air traffic conditions than those of the Acapulco International Airport.

Mazatlán International Airport

Mazatlán International Airport is our fourth most important airport in terms of passenger traffic. According to the Mexican Bureau of Civil Aviation, Mazatlán International Airport was the fifteenth busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 5.9%, 6.5% and 6.5% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 833,714 terminal passengers, 743,556 terminal passengers and 756,122 terminal passengers, respectively, were served by Mazatlán International Airport. Of the terminal passengers in 2008, 52.4% were domestic and 47.6% were international. In 2009, 53.1% were domestic and 46.9% were international. In 2010, 52.4% were domestic and 47.6% were international. The airport’s passengers are predominantly domestic tourists who come from México City, Monterrey and Tijuana among other cities, and international tourists who come primarily from the United States and Canada. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are highly seasonal and affected by Mexican and international economic conditions.

A total of twelve commercial airlines operate at the airport (10 regular airlines and 2 charter airlines). The Mexican airlines are Aeroméxico Connect, VivaAerobus, Volaris and Magnicharters. During 2008, four airlines ceased their operations at the airport: Aerocalifornia was suspended on July 24, 2008; Delta ceased its operations at the airport on July 16, 2008; Aeroméxico ceased its operations at the airport on September 12, 2008; and Alma de México ceased its operations at the airport and filed for bankruptcy on November 7, 2008. As of June 10, 2008, Mexican regulatory authorities temporarily suspended Magnicharter’s operations due to safety issues. The airline then resumed its operations two weeks after its suspension. Since August 2009, Mexicana Click and Mexicana Link carried on the operations of Cia Mexicana de Aviacion, but on August 28, 2010 they ceased their operations at the airport.

The non-Mexican airlines operating at the airport are Alaska Airlines, US Airways, WestJet, Continental Airlines and Frontier Airlines. The airlines’ operations at the airport serve 11 direct destinations during all the year in regular form. Of these destinations, México City, Monterrey, Tijuana, La Paz and Guadalajara are the national routes. VivaAerobus started operating the Mazatlán-México route on October 1, 2010. Under the amended bilateral aviation agreement entered into between México and the United States in December 2005, the international routes are Phoenix, Los Angeles and Houston. The non-Mexican airlines operate the international routes coming from Phoenix and Los Angeles in the United States, and from Calgary, Winnipeg, Edmonton, Toronto, Vancouver and Saskatoon in Canada.

Table of Contents

Mazatlán International Airport is located approximately 18 kilometers (11 miles) from the city of Mazatlán, which has a population of 438,434. Mazatlán is the principal tourist destination of the Sinaloa region, with about 9,600 hotel rooms, according to the Mexican Ministry of Tourism. Mazatlán offers attractive beaches and is also a major producer of shrimp, sardines and tuna.

Mazatlán International Airport operates 24 hours daily. Its runway capacity is 22 air traffic movements per hour. The airport occupies approximately 458 hectares (49,298,709 square feet) of land. The airport’s facilities include a terminal building with a total area of 16,300 square meters (175,453 square feet), of which 1,667 square meters (17,940 square feet) is commercial space. The airport has a 71,709-square-meter (771,595-square-feet) commercial aviation apron with ten positions and a 33,669-square-meter (362,268-square-feet) general aviation apron with 60 positions. In addition, the airport has four air bridges, multiple boarding lounges, and a public parking facility that accommodates 152 vehicles and included 5 handicapped spots. The airport’s runway is 2,702 meters (8,865 feet) long, with four taxiways that connect the commercial and general aviation platforms.

Mazatlán International Airport has been extensively remodeled and upgraded since 2000 in order to improve its operational efficiency and appearance. Its runway system was completely replaced in and its 2001 platform for general aviation was completely renovated in 2003. The terminal building was also remodeled to include, among other amenities, tourist information services and new charter flight check-in counters. The remodeling project was completed in 2003. Recent improvements to the airport included the separation of the arrival and departure areas, general improvements to the international boarding area and a helicopter-landing platform.

Zihuatanejo International Airport

Zihuatanejo International Airport is our seventh most important airport in terms of passenger traffic. According to the Mexican Bureau of Civil Aviation, Zihuatanejo International Airport was the twenty-second busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 4.6%, 4.7% and 4.3% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 644,029 terminal passengers, 545,051 terminal passengers, and 496,523 terminal passengers respectively, were served by Zihuatanejo International Airport. Of the terminal passengers in 2008, 57.5% were domestic and 42.5% were international. In 2009, 58.2% were domestic and 41.8% were international. In 2010, 57.1% were domestic and 42.9% were international. Because the airport’s passengers are predominantly tourists, the airport’s passenger traffic and results of operations are seasonal and are affected by Mexican economic conditions.

A total of nine commercial airlines operate at the airport (6 regular airlines and 3 charter airlines); the principal domestic airlines are Interjet and Aeroméxico Connect. Non-Mexican airlines operating at the airport include Alaska Airlines, Continental and US Airways. Alma ceased service to Zihuatanejo in April 2008 and filed for bankruptcy on November 7, 2008. Airlines operating at this airport serve 5 regular destinations during the year. Of these destinations, México City, Los Angeles, Toluca, Houston and Phoenix are the principal direct routes.

Zihuatanejo International Airport is located approximately 12 kilometers (7 miles) from the city of Zihuatanejo. Situated in the state of Guerrero and with a population of 118,211 people, the city of Zihuatanejo is one of México’s most attractive tourist destinations, with approximately 6,004 hotel rooms according to Mexican Ministry of Tourism, a marina, world-class golf courses and a growing residential real estate market.

Table of Contents

Zihuatanejo International Airport operates 14 hours daily, from 7:00 a.m. to 9:00 p.m., with an extended schedule from 5:00 a.m. to 12:00 a.m. The airport has one runway, which is 2,500 meters (8,202 feet) long with a runway capacity of 20 air traffic movements per hour. The airport’s facilities include a terminal building encompassing an area of 6,905 square meters (74,325 square feet), including,1,100 square meters (11,844 square feet) of commercial space. It has a six-position commercial aviation apron, a 30-position general aviation apron and two taxiways. The airport has four gates for international or domestic flights.

The quality of services offered at the Zihuatanejo International Airport has improved as a result of the recent expansion and renovation of the baggage claim, passenger waiting and commercial areas.

Regional Cities

Chihuahua International Airport

Chihuahua International Airport is our third most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. According to the Mexican Bureau of Civil Aviation, Chihuahua International Airport was the fourteenth busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 5.9%, 6.5% and 7.1% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 833,793 terminal passengers, 745,165 terminal passengers, and 828,123 terminal passengers respectively, were served by Chihuahua International Airport. Of the terminal passengers in 2008, 89.7% were domestic and 10.3% were international. In 2009, 90.8% were domestic and 9.2% were international. In 2010, 91.7% were domestic and 8.3% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

A total of eight commercial airlines operate at the airport, of which the principal ones are Aeroméxico, Aeroméxico Connect (formerly Aerolitoral), VivaAerobus and Interjet. Aeroméxico Connect started flying to Albuquerque on February 9, 2009, and ended this route on January 8, 2010. Mexicana Link started flying to Chihuahua, Torreón and Guadalajada on September 17, 2009, and stopped flying these routes on August 23, 2010. These routes accounted for approximately 0.8% of this airport’s revenue in 2009. On October 22, 2008, the low-cost airline Volaris began operating a direct route to Toluca. Mexicana Click started flying to México City with three flights per day as of July 1, 2010 and ended this route on August 28, 2010. Airlines operating at this airport serve nine destinations. The principal routes are México City, Monterrey, Guadalajara, Houston and Dallas. On September 2010 the low-cost airline Volaris and Interjet changed the Toluca destination for México City.

Mexican regulatory authorities suspended Aerocalifornia’s operations effective July 24, 2008. This airline accounted for 2.8% of our total terminal passengers in 2008. Alma ceased its operations after filing for bankruptcy on November 7, 2008. Alma accounted for 5.21% of our total terminal passengers in 2008.

Chihuahua International Airport is located approximately 18 kilometers (11 miles) from the City of Chihuahua, which is the capital of the state of Chihuahua. The city’s population is 819,543. The state of Chihuahua ranks fifth largest in terms of GDP. Chihuahua’s close proximity to the United States and its highly developed maquiladora industry account for the majority the airport’s incoming and outgoing traffic.

Chihuahua International Airport operates 14 hours daily, from 7:00 a.m. to 9:00 p.m. (local time), with an extended schedule from 5:00 a.m. to 12:00 a.m. The airport has two runways, with lengths of 2,620 meters (8,596 feet), and 1,100 meters (3,609 feet), respectively. The runway system has a capacity of 40 air traffic movements per hour. The airport occupies a total area of approximately 921.4 hectares (99,178,670 square feet). The airport’s facilities include a terminal building with a total area of approximately 6,292 square meters (67,724 square feet), including 807 square meters (8,687 square feet) of commercial space, a seven-position apron for commercial aviation, a 21-position apron for general aviation, four taxiways, a two-position apron for airfreight and one air bridge. The airport has four gates for international or domestic flights.

Table of Contents

To accommodate growing demand for airfreight services and an expanding local economy, we completed the construction of a cargo area, which includes a warehouse, a customs office, x-ray zones, storage areas and packaging offices. We currently operate all international cargo operations at this airport directly.

Culiacán International Airport

Culiacán International Airport is our second most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. According to the Mexican Bureau for Civil Aviation, Culiacán International Airport was the eleventh busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 7.8%, 9.2% and 9.1% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 1,099,038 terminal passengers, 1,062,893 terminal passengers and 1,059,904 terminal passengers respectively, were served by Culiacán International Airport. Of the terminal passengers in 2008, 97.1% were domestic and 2.9% were international passengers. In 2009, 98.6% were domestic and 1.4% were international. In 2010, 98.6% were domestic and 1.4% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are highly affected by Mexican economic conditions.

The airport’s terminal passenger traffic consists predominantly of commercial aviation. In 2008, 2009 and 2010 commercial aviation accounted for approximately 96.2%, 96.4% and 95.4%respectively, and general aviation accounted for approximately 3.8%, 3.6% and 4.6% respectively, of the airport’s terminal passenger traffic.

A total of six commercial airlines regularly operate at the airport, the principal ones of which are Aeroméxico, Aeroméxico Connect (formerly Aerolitoral), Volaris, VivaAerobus and Interjet. Since 2009, VivaAerobus started flying from Culiacán to La Paz, Los Cabos and Guadalajara on January 12, January 15 and June 1, respectively. Interjet started flying to México on February 4, 2009 and stopped flying to Tijuana on August 21, 2009. On April 14, 2008, Avolar suspended its operations at the Culiacán airport as a consequence of the suspension of its operations by the Mexican regulatory authorities, followed by Aviacsa, which ceased its operations on May 12, 2008 (as a result of the high fuel prices). Volaris and Aerocalifornia immediately absorbed the market served by Avolar. Similarly, VivaAerobús immediately absorbed the market served by Aviacsa. On July 24, 2008, the Mexican regulatory authorities suspended the operations of Aerocalifornia, due to safety concerns relating to the carrier’s fleet of aircraft. Since its suspension, Aerocalifornia’s passenger portion to Tijuana and Guadalajara has been absorbed mainly by Volaris. After its merger with Northwest, Delta ceased its operations at the Culiacán airport on August 17, 2008, and on April 30, 2008, Mexicana also canceled its Culiacán-Los Angeles route, leaving the direct Culiacán-Los Angeles route unattended. Currently, Aeroméxico Connect serves the Culiacán-Los Angeles route with a layover in Hermosillo.

Table of Contents

Airlines operating at this airport serve 8 direct destinations, which are Tijuana, México City, Monterrey, Guadalajara, Toluca, Hermosillo, La Paz, Mexicali, and San José del Cabo.

Culiacán International Airport is located approximately 12 kilometers (7 miles) from downtown of the city of Culiacán, whose population is 994,241 in the whole municipality. Culiacán is the capital of the state of Sinaloa, an important producer of beef and agricultural products. The potential for growth of exports to the United States could generate an increase cargo operations at this airport, though we can offer no assurances that such growth will in fact occur or that cargo operations would increase as a result thereof.

Although Culiacán International Airport operates 16 hours daily, from 6:00 a.m. to 10:00 p.m. (local time), it frequently extends its hours of operation to service either cargo operations or late scheduled commercial flights. Its runway capacity is 12 to 15 air traffic movements per hour. The airport occupies a total area of 289.9 hectares (31,204,576 square feet) and has two air bridges.

Within the development of the Culiacán International Airport, on May 2008 we completed the acquisition of land surrounding the airport for an aggregate surface of 32.5 hectares (3,498,270 square feet) at an aggregate price of Ps. 32.5 million (U.S.$ 3.1 million).

In 2002, in order to improve efficiency, we completed the construction of a new 8,046-square meter (86,607-square foot) terminal that includes 1,148 square meters (12,354 square feet) of commercial space, a boarding lounge, 15 commercial establishments, a 238-space public parking area, a 73-space parking area for employees and authorities, a five-position apron for commercial aviation and two air bridges. In 2009, the commercial apron was reconfigured to simultaneously park up to eight aircraft and still have the capacity to simultaneously accommodate up to five type C aircraft and at least one type B (regional) aircraft.

Culiacán International Airport also includes military installations. The presence of these installations amid their operational activity may at some point affect the airport’s runway capacity at peak hours, thus affecting its civil aviation operations. Military activity has been lately intensive in helicopter usage.

Durango International Airport

In each of 2008, 2009 and 2010 Durango International Airport accounted for approximately 1.7%, 1.9% and 1.9% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 233,471 terminal passengers, 213,394 terminal passengers and 217,230 terminal passengers respectively, were served by Durango International Airport. Of the terminal passengers in 2008, 90.3% were domestic and 9.7% were international. In 2009, 92.0% were domestic and 8.0% were international. In 2010, 91.1% were domestic and 8.9% were international. 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 two commercial airlines currently operate at the airport: Aeroméxico Connect (formerly Aerolitoral) and Contienental. On April 14, 2008, Avolar suspended its operations at Durango as a consequence of the suspension of its operations by the Mexican regulatory authorities. On July 24, 2008, the Mexican regulatory authorities suspended also the operations of Aerocalifornia due to safety concerns relating to the carrier’s fleet of aircraft. On October 26, 2008, Aeroméxico cancelled the Durango-Chicago route. Aeroméxico Connect operates the Durango-Chicago route for part of the year with a smaller aircraft (100 seats). Aeroméxico started flying this route in December 2009.

Table of Contents

From February to September 2009, Interjet operated in the Durango International Airport serving the Durango-México route. During the summer of 2009, Interjet served the Durango-Tijuana route. As of September 2009, Interjet canceled its operations in the Durango International Aiport.

From April to September 2010, Mexicana Link operated in the Durango International Airport serving the Durango-México route.

Airlines operating at this airport service 3 direct destinations throughout the entire year and 1 international seasonal route. Of these, México City, Tijuana, and Houston were the most important routes at the end of the year 2010.

Durango International Airport is located approximately 16 kilometers (10 miles) from the City of Durango, which has a population of 582,267. The state of Durango is rich in natural resources and is México’s leading producer of wood, gold and bentonite, and the second leading producer of silver.

Durango International Airport operates 14 hours daily, from 6:00 a.m. to 8:00 p.m. (local time). The airport’s runway is 2,700 meters (8,857 feet) long. The runway has five taxiways and a capacity of 40 air traffic movements per hour.

The airport’s total area is 552.2 hectares (59,438,313 square feet). Its facilities include a 4,000 square meters (43,056 square feet) terminal building with 146 square meters (1,571 square feet) of commercial space. It has a three-position commercial aviation apron, a 26-position general aviation apron, and a 142-space public parking area. The airport has two gates for international or domestic flights.

Improvements to the airport in 2008 included an improved boarding lounge for international and domestic flights, the expansion of the concourse, the expansion of the check-in area, improvement of commercial spaces, the expansion of the public parking lots and the separation of the arrival and departure areas.

In 2010, Durango International Airport opened an additional terminal building specifically focused on general aviation passengers, which have increased at an average rate of 9% over the past 6 years.

San Luis Potosí International Airport

In 2008, 2009 and 2010 San Luis Potosí International Airport accounted for approximately 1.9%, 1.8% and 1.9% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 261,049 terminal passengers, 206,500 terminal passengers and 222,854 terminal passengers, respectively, were served by San Luis Potosí International Airport. Of the terminal passengers in 2008, 68.4% were domestic and 31.6% were international. In 2009, 70.1% were domestic and 29.9% were international. In 2010, 65.4% were domestic and 34.6% were international. 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 commercial airlines operate at the airport, which are Aeroméxico Connect (formerly Aerolitoral), Aeromar, Continental Airlines and American Eagle. Aeroméxico Connect stopped flying to Monterrey on April 4, 2009 and Aeromar started flying from San Luis Potosí to Monterrey on October 5, 2009. Airlines operating at this airport serve four destinations. Of these destinations, the airport’s most important direct routes are México City, Dallas, Houston and Monterrey.

Table of Contents

San Luis Potosí International Airport is located approximately 15 kilometers (9 miles) from the northeast city of San Luis Potosí, which is the capital of the state of San Luis Potosí and has a population of 772,604. The city of San Luis Potosí is equidistant (300 kilometers approximately) from three of the most important cities in México (México City, Guadalajara and Monterrey). It is located within an area that represents 80%, in the aggregate, of México’s total economic consumption, making it a natural distribution center for packing and shipping companies. We are developing efforts to take advantage of this potential for cargo activities. For example, in 2005, in collaboration with Estafeta Mexicana S.A. de C.V., a major Mexican airfreight company, we completed the construction of an international cargo facility at this airport, which Estafeta Mexicana now occupies. Estafeta Mexicana distributes approximately 100,000 shipments to over 2,500 destinations daily, has a network of 415 offices and several concessionaires, operates Boeing 737-300F and Bombardier CRJ aircraft flying daily to 12 domestic and 2 international destinations and maintains 1,500 vehicles for urban and interstate transportation. The facilities include a three-position platform for cargo activities.

The airport operates 24 hours daily and can serve as an alternate airport for México City. The airport has two runways and main runway capacity of 20 air traffic movements per hour. The principal runway is 3,000 meters (9,843 feet) long and the secondary runway is 1,000 meters (3,281 feet) long. The airport has an extension of 527 hectares and has an elevation of 6,070 feet (1,850 meters) above sea level. The average temperatures in the Airport vary from 81° Fahrenheit (ºF) to 86 ºF (27 ºC to 30 ºC). With a total area of 527.7 hectares (56,801,155 square feet), the airport’s facilities include a terminal building with approximately 2,613 square meters (28,126 square feet), including 306 square meters (3,293 square feet) of commercial space, a three-position platform for commercial aviation, a 26-position platform for general aviation, three taxiways and a boarding lounge. The airport’s NAVAIDS facilities include PAPIs, VOR and ILS (instruments landing system) on the main runway.

The terminal building was remodeled in 2003. As a result of the recent improvement and expansion project, the airport’s terminal building now includes additional arrival space with approximately 539 square meters for international and domestic flights. Recent improvements to the airport included the addition of separate domestic and international baggage claim areas.

Tampico International Airport

According to the Mexican Bureau of Civil Aviation, Tampico International Airport was the 25th busiest airport in México in 2010, in terms of commercial aviation passenger traffic. In 2008, 2009 and 2010 it accounted for approximately 4.1%, 4.1% and 3.9% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 582,328 terminal passengers, 470,304 terminal passengers and 451,005 terminal passengers respectively, were served by Tampico International Airport. Of the terminal passengers in 2008, 91.2% were domestic and 8.8% were international. In 2009, 91.6% were domestic and 8.4% were international. In 2010, 89.9% were domestic and 10.1% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

At the beginning of 2010, four commercial airlines operated at the airport, the principal ones being Aeroméxico Connect (formerly Aerolitoral), Interjet, Continental and Vivaaerobus. On June 2, 2010 VivaAerobus began operating a flight to Monterrey. On August 28, 2010 Click Mexicana ceased operations at the airport.

In the fourth quarter of 2010, four commercial airlines operated at this airport serving three direct destinations: México City, Monterrey and Houston. On October 8, 2010 Aeroméxico Connect cancelled the Tampico-Veracruz route.

Table of Contents

Tampico International Airport serves the industrial zone of Tampico, Ciudad Madero and Altamira, which have a combined population of 706,771. This industrial zone is home to companies in the petroleum and chemical industries.

Tampico International Airport operates daily from 6:30 a.m. to 9:30 p.m. The airport has two runways in operation. The principal runway is 2,550 meters (8,366 feet) long with a capacity of 22 air traffic movements per hour and includes an instrument landing system (ILS), which provides precise guidance to assist aircraft during landing. The secondary runway is 1,300 meters (4,265 feet) in length.

The airport’s total area is 391.7 hectares (42,162,237 square feet). Its facilities include a 6,250 square meter (67,275 square feet) terminal building, of which 536 square meters (5,766 square feet) are commercial spaces. It has a four-position apron for commercial aviation, a 36-position apron for general aviation, two taxiways and a boarding lounge. During 2009, the position apron for commercial aviation was remodeled, increasing to seven positions its capacity for aircraft category “C”.

The Tampico International Airport terminal was recently remodeled to include additional commercial space and an exhibition area.

The Tampico International Airport is located in the middle of the city. As a result, the State of Tamaulipas, along with the cities of Tampico, Ciudad Madero and Altamira, have been promoting a relocation project that would benefit the city of Tampico and improve the area’s air transportation. The proposal is to build a new airport 15 km away from the Port of Altamira and 30 km away from its current location. The land has already been acquired by the state government. We have signed an agreement with the state government and the Ministry of Communications and Transportation to develop studies and a development plan for the new airport. Technical and aeronautical studies have been concluded successfully while the process of transferring the concession rights and goods from one airport to another is currently being defined. The relocation of the current airport will allow the city of Tampico to plan the development of infrastructure, commerce and services in that space. The new airport is expected to benefit from its location, with the opportunity to serve a bigger region and to develop an integrated transport and logistics hub.

Torreón International Airport

In 2008, 2009 and 2010, Torreón International Airport accounted for approximately 3.4%, 3.4% and 2.9% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 481,265 terminal passengers, 394,377 terminal passengers and 338,003 terminal passengers respectively, were served by Torreón International Airport. Of the terminal passengers in 2008, 84.0% were domestic and 16.0% were international. In 2009, 86.5% were domestic and 13.5 % were international. In 2010, 84.8% were domestic and 15.2% were international. 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 commercial airlines operate at the airport, serving five direct destinations: México City, Chihuahua Guadalajara, Houston and Dallas. Mexicana Link ceased flying the routes from Torreón to México City on August 27, 2010, and it cancelled the Guadalajara and Chihuahua routes on February 20, 2010.

The principal commercial airlines are Aeroméxico, Aeroméxico Connect (formerly Aerolitoral), Continental and American Airlines. Mexicana Link was also included in this group from September 2009 through August 2010. After its merger with Northwest, Delta ceased its operations at the Torreón airport on August 15, 2008, leaving the direct route Los Angeles-Torreón-Los Angeles unserviced. On July 24, 2008, the Mexican regulatory authorities suspended the operations of Aerocalifornia due to safety concerns relating to the carrier’s fleet of aircraft. On November 7, 2008, Alma ceased its operations and filed for bankruptcy on November 7, 2008.

Table of Contents

Torreón International Airport is located in the city of Torreón, which is part of the La Laguna region, which is México’s top dairy-producing region and an important industrial and commercial region, with nearly 300 maquiladoras. Approximately 639,629 people live in the city of Torreón and about 1.2 million live in La Laguna region.

Torreón International Airport operates 18 hours daily, from 7:00 a.m. to 11:59 p.m. (local time). The airport has two runways. The principal runway measures 2,750 meters (9,022 feet) in length and the secondary runway measures 1,740 meters (5,709 feet) in length. The airport has a runway capacity of 20 air traffic movements per hour.

The airport’s total area is 460 hectares (49,513,987 square feet). Its facilities include a terminal building, an eight-position apron for commercial aviation, a 14-position apron for general aviation, two taxiways, two boarding lounges, several VIP lounges, one air bridge and one boarding bridge. The terminal building occupies approximately 5,275 square meters (56,780 square feet), including 547 square meters (5,888 square feet) of commercial space.

Zacatecas International Airport

In 2008, 2009 and 2010 Zacatecas International Airport accounted for approximately 1.9%, 2.2% and 2.3 respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 267,344 terminal passengers, 251,602 terminal passengers, and 268,577 terminal passengers respectively, were served by Zacatecas International Airport. Of the terminal passengers in 2008, 70.2% were domestic and 29.8% were international. In 2009, 65.9% were domestic and 34.1% were international. In 2010, 69.3% were domestic and 30.7% were international. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

Currently, the three Mexican commercial airlines that operate at the airport are Volaris, Transportes Aeromar, and Aeroméxico Connect, which serve three direct destinations. The airport’s national routes are México City and Tijuana. International air traffic was negatively affected by Mexicana’s suspension. Routes from Zacatecas to Oakland, Los Angeles and Chicago were operated by this airline. Delta and Avolar ceased their operations on August 17, 2008 and on April 14, 2008, respectively.

Located in the center of México, the state of Zacatecas (of which the city of Zacatecas is the capital) is México’s leading silver producer and second leading producer of lead, copper, zinc and gold. The state of Zacatecas has a population of approximately 1.5 million.

The airport currently operates 24 hours daily. The airport has one runway, which measures 3,000 meters (9,843 feet) in length. The runway capacity is 20 air traffic movements per hour.

The airport’s total area is 218 hectares (23,465,324 square feet). The terminal building is 3,700 square meters (39,827 square feet), of which 323 square meters (3,474 square feet) is commercial area. It has a three-position apron for commercial aviation, a 12-position apron for general aviation, a boarding lounge, and a parking lot with 202 parking spaces.

Table of Contents

In June 2010, the airport opened a newly constructed international arrivals gate with an area of 1,200 square meters. In addition, the airport renovated the old arrivals gate creating a new gate with a total area of 1,867 square meters. This new arrivals gate includes the old arrivals gate, the patio of maneuvers for ramp services, an extension of the walkway connector, new offices for government authorities, new carousels for checked-in luggage, air conditioning and new work equipment. The total amount invested was Ps. 25 million. As of December 31, 2010, after the renovations and expansions, the terminal building had a total surface area of 5,200 square meters, 320 square meters of which was built for commercial areas, which has shown 50% growth in the last two years.

Border Cities

Ciudad Juárez International Airport

In 2008, 2009 and 2010 Ciudad Juárez International Airport accounted for approximately 6.4%, 5.5% and 5.5% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of 903,129 terminal passengers, 631,111 terminal passengers, and 633,919 terminal passengers respectively, were served by Ciudad Juárez International Airport. Of the terminal passengers in 2008, 2009 and 2010, 99.8% were domestic.

Four commercial airlines operate at the airport, serving 6 destinations. The airport serves six direct routes: México City, Monterrey, Guadalajara, Chihuahua, Tijuana and Hermosillo. On July 6, 2009, Aviacsa stopped flying to this airport.

The airport is located in the city of Ciudad Juárez, which is near the U.S. border and has a population of 1,332,131. The city is a major center of the maquiladora industry, with about 400 automobile, electric and textile plants. Countries such as Singapore, Germany, France, Taiwan and the United States, as well as international companies such as Delphi, Lear, Toshiba, Johnson & Johnson, Ford and Motorola, have made investments in Ciudad Juárez. In addition, because Ciudad Juárez is a popular entry point to the United States many of the airport’s passengers consist of Mexican migrant workers traveling to Ciudad Juárez in order to seek work in the United States. Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both México and the United States.

Ciudad Juárez International Airport operates 14 hours daily, from 7:00 a.m. to 9:00 p.m. (local time). The airport has two runways. The principal runway measures 2,700 meters (8,858 feet) in length with a capacity of 20 air traffic movements per hour, and the secondary runway measures 1,750 meters (5,741 feet) in length.

The airport’s total area is 921.4 hectares (99,178,670 square feet). Its facilities include a terminal building of 4,275 square meters (46,016 square feet), consisting of 530 square meters (5,704 square feet) of commercial space, a boarding lounge and two air bridges. The airport has a seven-position commercial aviation apron, a nine-position general aviation apron, a one-position freight services apron and three taxiways. The airport has four gates for international and domestic flights.

A new international cargo terminal was completed in 2005, which we anticipate will allow the airport to grow as a center for the shipment and distribution of goods in México’s northern region. The new terminal includes a cargo apron, a warehouse, customs offices and public parking facilities.

Table of Contents

Reynosa International Airport

In 2008, 2009 and 2010 Reynosa International Airport accounted for approximately 1.8%, 1.9% and 1.7% respectively, of our terminal passenger traffic.

In 2008, 2009 and 2010 a total of, 247,339 terminal passengers, 215,392 terminal passengers and 198,138 terminal passengers respectively, were served by Reynosa International Airport. Of the terminal passengers in 2008, 99.5% were domestic. Of the passengers in 2009, 99.2% were domestic. Of the passengers in 2010, 99.5% were domestic. Because the airport’s passengers are predominantly domestic, the airport’s passenger traffic and results of operations are affected by Mexican economic conditions.

Aeroméxico, Vivaaerobus and Aeromar operate at the airport serving México City, Veracruz and Poza Rica, respectively. On October 2, 2009, VivaAerobus started flying from Reynosa, being the first low cost commercial airline to operate at this airport. On September 1, 2010, Mexicana cancelled operations at this airport. On November 7, 2008, Alma ceased its operations and filed for bankruptcy. On November 30, 2008, Volaris ceased its operations at this airport.

The airport is located in Reynosa, a city with a population of 608,891 inhabitants bordering the United States near the Gulf of México. The city is a major maquiladora center. We believe that Reynosa’s robust industrial economic activity and proximity to the United States create the potential for growth in air cargo services. In February of 2010, the airport started to operate an important customs facility which may help drive forward the development of air cargo at Reynosa International Airport over the long term. In addition, because Reynosa is a popular entry point to the United States, many of the airport’s passengers consist of Mexican migrant workers traveling to Reynosa in order to seek work in the United States. Although the airport’s passengers are predominantly domestic, its passenger traffic and results of operations are affected by economic conditions in both México and the United States.

Reynosa International Airport operates 12 hours daily, from 7:00 a.m. to 7:00 p.m. (local time). The airport has one runway, which is 1,900 meters (6,234 feet) in length and has a runway capacity of 18 air traffic movements per hour.

The airport’s total area is approximately 418 hectares (44,993,146 square feet). The terminal building is 2,640 square meters (28,416 square feet), which includes 137 square meters (1,471 square feet) of commercial area. It has a three-position apron for commercial aviation, a 15-position apron for general aviation, two taxiways, one private hangar, a boarding lounge, and a public parking area with 150 spaces. Additionally, in July 2010, a new general aviation terminal building opened for private aviation. The building was created in order to improve the service of, and attract more, private air business.

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2010, over 9 international airlines and 8 Mexican airlines operated flights at our 13 airports. Grupo Aeroméxico and Grupo Mexicana operated the most flights at our airports, followed by VivaAerobus and Interjet. In 2010, revenues from Aeroméxico and its affiliates totaled Ps. 490 million (U.S.$ 39.6 million), revenues from Mexicana and its affiliates before they filed for bankruptcy protection were Ps. 173 million (U.S.$ 13.9 million), while revenues from VivaAerobus were Ps. 232 million (U.S.$ 18.7 million), representing 29.6%, 10.5% and 14.1%, respectively, of our aeronautical revenues from airline customers for 2010. These revenues were earned from passenger charges, landing charges, aircraft parking charges and the leasing of space to these airlines.

Table of Contents

Historically, traditional carriers such as Aeroméxico and Mexicana had represented a substantial majority of the Mexican commercial airline market. In recent years, however, international carriers, discount carriers, low-cost carriers and other new market entrants have represented a growing proportion of the Mexican commercial airline market. In 2010, passengers traveling on discount and low-cost carriers, such as VivaAerobus, Interjet and Volaris, accounted for approximately 36% of our commercial aviation passenger traffic. Since air transportation historically has been affordable only to the higher income segments of México’s population, resulting in a comparatively low level of air travel, we believe that the entry of low-cost and discount carriers into the Mexican commercial airline market has the potential to significantly increase the use of air transportation in México.

Aeroméxico was owned by the Mexican federal government. In November 2007, the Mexican Government, through Nacional Financiera, S.N.C., or NAFIN (a Mexican national credit institution and development bank owned and controlled by the Mexican Government), and IPAB (Instituto para la Protección al Ahorro Bancario) sold all of its remaining ownership interest in Aeroméxico and its affiliates to a group of investors lead by Banamex, a subsidiary of Citigroup.

Until recently the Mexican government also owned Grupo Mexicana, whose subsidiaries include Mexicana and Click Mexicana (formerly known as Aerocaribe). In December 2005, the Mexican government sold Grupo Mexicana to Grupo Posadas, S.A de C.V., the largest hotel operator in México. Grupo Aeroméxico and Grupo Mexicana also control other airlines operating in our airports, including Aeroméxico Connect (formerly Aerolitoral) and Click Mexicana, as well as the largest provider of baggage and ramp handling services at our airports SEAT, a joint venture between Grupo Aeroméxico and Grupo Mexicana.

Aeroméxico and Mexicana, along with Aeromar and Aeroméxico Connect (formerly Aerolitoral), have in the past refused to pay certain increases in our airport service charges. In December 2001, we entered into an agreement with the National Air Transportation Board (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation pursuant to which we settled existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines. Under the agreement, the National Air Transportation Board agreed to cause our principal airline customers to enter into (a) contracts governing charges for certain aeronautical services and (b) lease contracts for property used by the airlines. Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, for the establishment of new routes and other measures expected to increase passenger traffic volume at our airports. We recently entered into a new agreement covering the period from August 1, 2009 to December 31, 2011. We continue to charge our principal airline customers in accordance with the terms of this agreement.

In April 2006, Mexican regulatory authorities suspended the operations of Aerocalifornia, S.A. de C.V. or Aerocalifornia, which accounted for approximately 7.1% of our revenues in 2005, due to safety concerns relating to the carrier’s fleet of aircraft. Although Aerocalifornia resumed limited operations in August 2006, it accounted for only 2.6% of our revenues in 2006 as a result of such suspension and for 3.6% in 2007. Mexican regulatory authorities again suspended Aerocalifornia’s operations effective July 24, 2008 for failure to evidence payment of certain duties, and as a result Aerocalifornia accounted for only 1.5% of our revenues in 2008. To date, Aerocalifornia has not resumed any part of its operations. Any similar suspension affecting our principal airline customers could have a material adverse effect on our results of operations.

Table of Contents

The following chart sets forth our principal air traffic customers as of December 31, 2010.

Principal Air Traffic Customers	Percentage of 2009 Aeronautical Revenues			Percentage of 2010 Aeronautical Revenues
Domestic:
Grupo Aeroméxico (Aeroméxico and Aeroméxico Connect)		27.8	%		29.6	%
VivaAerobus		11.0	%		14.1	%
Grupo Mexicana (Mexicana, Click Mexicana and MexicanaLink)		15.7	%		10.5	%
Interjet		9.4	%		9.7	%
Volaris		4.7	%		5.6	%
Grupo Aeromonterrey		1.8	%		2.4	%
Aviacsa		3.1	%		0.5	%
Other		10.0	%		10.3	%
Total Domestic		83.7	%		82.7	%

International:
Continental		5.8	%		6.1	%
American Airlines (including American Eagle)		3.9	%		4.0	%
Alaska Airlines		1.9	%		1.7	%
Delta		0.8	%		1.2	%
America West (including Mesa Airlines)		0.1	%		0.2	%
Charters		1.2	%		0.7	%
Other		2.6	%		3.4	%
Total International		16.3	%		17.3	%
Total		100.0	%		100.0	%

Complementary Services Customers

Our principal complementary services clients are two principal providers of ramp handling and baggage handling services, Menzies Aviation and AGN Aviation Services, which provided Ps. 9.0 million of revenues in the form of access fees in 2010. Although Menzies is the primary provider of complementary services in our airports we earn only nominal portion of this revenue from Menzies.

Our primary catering client is Aerococina, S.A. de C.V., which provided Ps. 0.6 million in revenues in the aggregate in the form of access fees in 2010.

Principal Non-aeronautical Services Customers

As of December 31, 2010, we were party to approximately 875 contracts with providers of commercial services in the commercial space in our airports, including retail store operators, duty free store operators, food and beverage providers, financial services providers, car rental companies, telecommunications providers, VIP lounges, advertising, travel agencies, time-share sales and promotions services and tourist information and promotion services. As a result, our revenues from non-aeronautical services commercial customers are spread across a large number of customers and are, therefore, not dependent on a limited number of principal customers. In 2010, our largest commercial customers were Publitop (advertising), Aerocomidas (food and beverage), Dufry (duty free), Aeroboutiques (duty paid stores), Wings (food and beverage), Federal Express (leasing of warehouse space), Aeroméxico, American Express (VIP lounges for commercial aviation passengers) Estafeta (leasing of landing space) and ICCS e Interaccess (VIP lounges for executive aviation passengers).

Table of Contents

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, weather, air traffic control delays and general economic conditions, as well as the other factors discussed above. As a result, our operating results for a quarterly period are not necessarily indicative of operating results for an entire year, and historical operating results are not necessarily indicative of future operating results.

Competition

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

However, since the Acapulco, Mazatlán and Zihuatanejo International Airports are substantially dependent on tourists, these airports face competition from competing tourist destinations. We believe that the main competitors to these airports are those airports serving vacation destinations in México, such as Los Cabos, Cancún and Puerto Vallarta, and abroad, such as in Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America.

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 to a significant degree the U.S. economy, and the attractiveness of other commercial and industrial centers in México that may affect the attractiveness of Monterrey and other growing population centers in our airport group, such as Ciudad Juárez and San Luis Potosí. In addition, with respect to Acapulco, Mazatlán and Zihuatanejo, these factors include promotional activities and pricing policies of hotel and resort operators, weather conditions, natural disasters (such as hurricanes and earthquakes) 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 Auxiliary Services Agency currently operates 11 small airports in México’s northern region, which collectively served 709.4 thousand passengers in 2010, representing an increase of 1.6% from 2009 traffic mainly as a result of the increases in passenger traffic transported to and from the Ciudad Obregón International Airport and the Matamoros International Airport.

In the future, we may face competition from Aeropuerto del Norte, an airport near Monterrey operated by a third party pursuant to a concession. Historically, Aeropuerto del Norte has been used solely for general aviation operations. The state of Nuevo Leon has requested in the past, that the Ministry of Communications and Transportation amend Aeropuerto del Norte’s concession to allow it to serve commercial aviation operations. To date, the Ministry of Communications and Transportation has not amended Aeropuerto del Norte’s concession. However, there can be no assurance that the Ministry of Communications and Transportation will not authorize such an amendment and that commercial aviation flights will not operate from Aeropuerto del Norte in the future. In addition, we understand that Aeropuerto del Norte is not capable of accommodating commercial passenger traffic with its current infrastructure.

Table of Contents

In addition, the Mexican government could grant new concessions to operate existing government-managed airports or authorize the construction of new airports, which could compete directly with our airports. Any competition from other such airports could have a material adverse effect on our business and results of operations.

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 (Ley de Aeropuertos), enacted December 22, 1995;

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

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

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

the regulations under the Mexican Civil Aviation Law (Reglamento de la Ley de Aviación Civil), enacted December 7, 1998;

the Mexican Federal Duties Law (Ley Federal de Derechos), enacted December 31, 1981, which may be revised on an annual basis and stipulates the applicable basis and rate for calculating the concession fee and duties payable under the current budget;

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

the concessions that entitle our subsidiaries to operate our 13 airports for a term of fifty years beginning on November 1, 1998;

the Mexican Federal Economic Competition Law (Ley Federal de Competencia Económica), enacted December 24, 1992; and

the regulations under the Mexican Federal Economic Competition Law (Reglamento de la Ley Federal de Competencia Económica), enacted October 12, 2007.

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 México’s airport infrastructure by encouraging investment and competition.

Under the Mexican Airport Law, the holder of a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in México. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to either (a) entities considered part of “the federal public administration” as defined under Mexican law or (b) private companies whose principal stockholder may be a state or municipal government; (ii) concessions granted to operators of private airports (who have operated privately for five or more years) wishing to begin operating their facilities as public service airports; and (iii) complementary concessions granted to existing concession holders. 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 13 concessions to operate, maintain and develop the 13 principal airports in México’s Central North region 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 Series BB shares currently representing 14.7% of our capital stock to our strategic stockholder pursuant to the privatization process was conducted through a public bidding process. Each of our concessions was amended on September 12, 2000 in order, among other things, to incorporate each airport’s maximum rates and certain other terms as part of the concession.

Table of Contents

On February 17, 2000, the regulations under the Mexican Airport Law were issued, and we believe we are currently complying in all material respects with the requirements of the Mexican Airport Law and its regulations. Noncompliance 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 occur three or more times.

On May 20, 2004, a new Mexican National Assets Law was adopted and published in the Official Gazette of the Federation (Diario Oficial de la Federación) which, among other things, establishes regulations relating to concessions on real property held in the public domain, including the airports that we operate. The new Mexican National Assets Law establishes new grounds for revocation of concessions for failure to pay the applicable taxes, but does not specify which taxed must be paid, including whether certain taxes to municipalities must be paid by the 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 México’s court system. If challenged in the future, a court could declare the tax void or determine an alternate amount.

Table of Contents

Role of the Ministry of Communications and Transportation

The Ministry of Communications and Transportation is the principal regulator of airports in México 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;

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 México’s airports. The Ministry of Communications and Transportation provides these services through Services for Navigation in Mexican Air Space, 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 México’s airports.

Table of Contents

Concession Tax

Under Article 232-A of the Mexican Federal Duties Law, holders of airport concessions must pay a tax for the use of state-owned assets. As such, each of our subsidiary concession holders is required to pay a concession tax based on its gross annual revenues 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 at any time by the Mexican government. Our concessions provide that we may request an amendment of our maximum rates if there is a change in this concession tax, although there can be no assurance that this request will be honored.

Scope of Concessions

We hold (through subsidiary holding companies) concessions granted to us by the Mexican government to use, operate, maintain and develop 13 airports in the Central North region of México in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by one of our subsidiaries for an initial 50-year term beginning on November 1, 1998. This initial term of each of our concessions may be renewed in one or more terms for up to an additional 50 years, subject to our acceptance of any new conditions imposed by the Ministry of Communications and Transportation and to our compliance with the terms of our concession.

The concessions held by our subsidiary concession holders allow 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 Mexican Airport Law regulations; 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, the use of 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 shall be implemented in accordance with the requirements set forth in the National Program for Airport Security. In addition, the regulations pertaining to the Mexican Airport Law specify that an airport concession holder is responsible for the inspection of passengers and carry-on luggage prior to approaching the departure gates, and specify that the transporting airline is responsible for the inspection of checked-in luggage 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. As of June 1, 2010, the Mexican Bureau of Civil Aviation, along with the Ministry of Communications and Transportations, established new regulations for carry-on luggage. The new regulations contain a list of prohibited items and restrictions on liquids, gels and aerosols. These rules apply to carry-on luggage on both domestic and international flights.

Table of Contents

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 specified insurance in 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, together with 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 one concession, the Ministry of Communications and Transportation is entitled to revoke all of the concessions held by our subsidiaries.

Substantially all of the contracts entered into prior to the grant of our concessions 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.

Table of Contents

Classification of Services Provided at Airports

The Mexican Airport Law and the Mexican Airport Law regulations 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 for which the airlines are responsible 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, checked baggage screening, aircraft security, catering, cleaning, maintenance, repair and fuel supply (provided exclusively by the Mexican government’s Aeropuertos y Servicios Auxiliares, or ASA) and related activities that provide support to air carriers.

Commercial Services. Commercial services involve services that are not considered essential to the operation of an airport or aircraft, and include, among other things, the leasing of space to retailers, restaurants and banks, and advertising.

Third parties rendering airport, complementary or commercial services are required to do so pursuant to a written agreement with the relevant concession holder. We have entered into agreements with third parties for security and surveillance services, ramp handling and baggage handling services and checked baggage services only. We provide all other airport, complementary and commercial services ourselves. All agreements relating to airport or complementary services are required to be approved by the Ministry of Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers are required to be corporations incorporated under Mexican law.

Airport and complementary services are required to be provided to all users in a uniform and regular manner, without discrimination as to quality, access or price. Concession holders are required to provide airport and complementary services on a priority basis to military aircraft, disaster support aircraft and aircraft experiencing emergencies. Airport and complementary services are required to be provided at no cost to military aircraft and aircraft performing national security activities. Except for the airport, corporate and commercial services mentioned in the prior paragraph, the concession holders have not and do not provide complementary services as these services are provided by third parties.

Table of Contents

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 a competitive bidding process.

Master Development Programs

Concession holders are also 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.

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.

The concessions require the concession holder to provide for a 24-month period to prepare and submit the concession holder’s master development program and consider the necessary requirements of the airport users in the preparation of the master development program as well as the opinions of air carriers and operations and timetable’s committee. The concession holder must submit a draft of the master development program to such committee and air carriers for their review and comments six months prior to its submission for approval to the Ministry of Communications and Transportation. Further, the concession holder must submit, six months prior to the expiration of the five-year term, the new master development program to the Ministry of Communications and Transportation. 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 may also opine on the master development programs.

Table of Contents

A concession holder may only undertake a major construction project, renovation or expansion relating to an airport pursuant to its master development program 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 its master development programs.

Changes to a master development program and 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.

Pursuant to the terms of our concessions, we are required to comply with the investment obligations under the master development programs on a year-by-year basis and the Ministry of Communications and Transportation is entitled to review out compliance thereunder (and apply sanctions accordingly) on a year-by-year basis. Although historically the Ministry of Communications and Transportation has indicated its intent to review our compliance with these obligations on an aggregate five-year basis, we understand that the Ministry may also conduct more limited reviews of our compliance with our obligations on a year-by-year basis going forward.

During 2010, we negotiated the master development program for the 2011 to 2015 period with the Ministry of Communications and Transportation for each of our subsidiary concession holders. This five-year program is in effect from January 1, 2011 until December 31, 2015.

Revenue Regulation

The Mexican Airport Law provides for the Ministry of Communications and Transportation to establish price regulations for services for which the Antitrust Commission determines that a competitive market does not exist. In 1999, the 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 September 12, 2000, a new regulation, the Rate Regulation, was incorporated within the terms of each of our concessions. This regulation provides a framework for the setting by the Ministry of Communications and Transportation of five-year maximum rates.

Regulated Revenues

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

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. This price regulation system 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 regulated services, other than complementary services and leasing of space to airlines, for each of our airports, every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenue from regulated services at an airport does not exceed the maximum rate per workload unit at that airport on an annual basis. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic increase the workload units permit greater revenues overall within each five-year period for which maximum rates are established.

Table of Contents

In 2010, approximately 62.3% of our total revenues were earned from aeronautical services subject to price regulation under the maximum rates.

Each airport’s maximum rate is to be determined for each year 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 to be established every five years.

Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not subject to this maximum-rate price regulation system and are therefore not subject to a ceiling.

Historical Maximum Rates and Maximum Rates for 2011 through 2015

In 2000, the Ministry of Communications and Transportation set each airport’s maximum rates for the period from January 1, 2001 through December 31, 2005 in connection with the process for the opening of México’s airports to private investment. These initial maximum rates are set forth in the concession for each airport. In December 2005, the Ministry of Communications and Transportation set new airport maximum rates for the period from January 1, 2006 through December 31, 2010. In December 2010, the Ministry of Communications and Transportations set airport maximum rates for the period from January 1, 2011 through December 31, 2015.

The following tables set forth the maximum rates for each of our airports for the periods indicated under our 2006 to 2010 master development programs and under the master development programs that went into effect as of January 1, 2011. These maximum rates are subject to adjustment only under the limited circumstances described below under “Special Adjustments to Maximum Rates.”

Table of Contents

Historical Maximum Rates(1)

	Year Ended December 31,
	2006		2007		2008		2009		2010
Acapulco		157.46		156.26		155.10		153.93		152.78
Ciudad Juárez		123.03		122.10		121.19		120.28		119.38
Culiacán		136.16		135.14		134.13		133.12		132.12
Chihuahua		133.45		132.45		131.45		130.46		129.49
Durango		152.06		150.92		149.78		148.66		147.54
Mazatlán		156.28		155.11		153.94		152.79		151.65
Monterrey		125.94		124.99		124.05		123.13		122.21
Reynosa		142.62		141.56		140.49		139.44		138.39
San Luis Potosí		106.47		105.68		104.88		104.10		103.32
Tampico		150.84		149.71		148.60		147.48		146.36
Torreón		153.96		152.79		151.65		150.51		149.38
Zacatecas		159.53		158.34		157.15		155.97		154.80
Zihuatanejo		160.73		159.52		158.32		157.14		155.96

_______________________________

(1)	Expressed in constant pesos as of December 31, 2010, as required by the maximum rate regulation. The maximum rate for each succeeding year from 2006 is reduced by the efficiency factor of 0.75% per year.

Current Maximum Rates(1)

	Year ended December 31,
	2011		2012		2013		2014		2015
Acapulco		180.47		179.21		177.95		176.71		175.48
Ciudad Juárez		141.19		140.20		139.21		138.24		137.27
Culiacán		150.62		149.57		148.53		147.48		146.45
Chihuahua		143.95		142.94		141.94		140.95		139.96
Durango		172.46		171.25		170.05		168.86		167.68
Mazatlán		167.75		166.59		165.42		164.26		163.11
Monterrey		140.71		139.73		138.74		137.77		136.81
Reynosa		163.06		161.92		160.78		159.65		158.54
San Luis Potosí		121.45		120.60		119.76		118.92		118.09
Tampico		163.83		162.68		161.54		160.42		159.29
Torreón		171.22		170.02		168.83		167.65		166.48
Zacatecas		182.69		181.41		180.14		178.87		177.62
Zihuatanejo		182.04		180.76		179.50		178.25		176.99

______________________________

(1)	Expressed in constant pesos as of December 31, 2010, as required by the maximum rate regulation. The maximum rate for each succeeding year from 2011 is reduced by the efficiency factor of 0.70% per year.

Methodology for Determining Future Maximum Rates

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

Projections for the following fifteen years of workload units (each of which is equivalent to one terminal passenger or 100 kilograms (220 pounds) of commercial cargo), operating costs and expenses related to services subject to price regulation and pre-tax earnings from services subject to price regulation. The concessions provide that projections for workload units and expenses related to regulated services are to be derived from the terms of the relevant concession holder’s master development program for the following fifteen years.

Table of Contents

Projections for the following fifteen years of capital expenditures related to regulated services, based on air traffic forecasts and quality of standards for services to be derived from the master development 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 prior 24 months plus a risk premium to be determined by the Ministry of Communications and Transportation based on the inherent risk of the airport business in México.

An efficiency factor to be determined by the Ministry of Communications and Transportation. For the five-year period ending December 31, 2010, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75%. For the five-year period ending December 31, 2015, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.70%.

Our concessions specify a discounted cash flow formula to be used by the Ministry of Communications and Transportation to determine the maximum rates that, given the projected pre-tax earnings, the efficiency adjustment, capital expenditures and discount rate, would result in a net present value equal to the reference values established in connection with the last determination of maximum rates. In connection with the preparation of the current master development programs, 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 reflect a negotiation between the Ministry and us regarding these variables.

The concessions provide that each airport’s reference values, discount rate and the other variables used in calculating the maximum rates do not 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 have been 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 this 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 (México City). On December 31, 2010, the daily minimum wage in México City was Ps. 57.46. As a result, the maximum penalty at such date could have been Ps. 2.9 million (U.S.$ 0.2 million) per airport.

Table of Contents

Our concessions provide that, during 2000 and 2001 the calculation of workload units included only terminal passengers. Beginning January 1, 2002, the Ministry of Communications and Transportation established that the calculation of workload units would also include commercial cargo for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of commercial 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.

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

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

Failure to make required investments or improvements. The Ministry of Communications and Transportation annually is required to review 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.

Table of Contents

Ownership Commitments and Restrictions

The concessions require us to retain a 51% direct ownership interest in each of its 13 concession holders throughout the term of these concessions. Any acquisition by us or 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 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 México’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 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 to 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 stockholders of a concession holder;

if a person has the ability to appoint a majority of the members of the Board of Directors of a concession holder; or

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

Under the regulations to 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.

Table of Contents

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;

the surrender by the concession holder;

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

the reversion 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.

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 begin operating, maintaining and developing an airport pursuant to the terms established in the concession;

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

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

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

use, with a concession holder’s consent and 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;

Table of Contents

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

our failure to beneficially own at least 51% of the capital stock of its subsidiary concession holders;

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

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

the failure to maintain the airport’s facilities;

the provision of unauthorized services;

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

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

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

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

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 other concessions.

According to the Mexican National Assets Law, México’s national patrimony consists of private and government-owned assets of México. The surface area of our airports and improvements on such space are considered 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 “rescue,” or reversion, 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 operations (through a process known as 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 shall be determined by experts jointly appointed by both parties and the amount of losses shall be determined based on the average net income of the concession holder during the previous year.

Table of Contents

The Mexican Airport Law provides that sanctions of up to 200,000 times the minimum daily wage in the Federal District (México City) may be assessed for failures to comply with the terms of a concession. On December 31, 2010 the daily minimum wage in México City was Ps. 57.46. As a result, the maximum penalty at such date could have been Ps. 11.5 million (U.S.$ 0.9 million) per airport.

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 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. In addition, the government may grant concessions without a public bidding process to the following entities:

parties who hold permits to operate civil aerodromes and intend to transform the aerodrome into an airport so long as (i) the proposed change is consistent with the national airport development programs and policies, (ii) the civil aerodrome has been in continuous operation for the previous 5 years and (iii) the permit holder complies with all requirements of the concession;

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

Table of Contents

current concession holders when it is in the public interest for their airport to be relocated;

entities in the federal public administration; and

commercial entities in which local or municipal governments have a majority equity interest if the entities’ corporate purpose is to manage, operate, develop and/or construct airports.

Environmental Matters

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 del Equilibrio Ecológico y la Protección al Ambiente) 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, noise control, hazardous waste, environmental audits and natural protected areas. The General Environmental Law also regulates, among other things, vibrations, thermal energy, soil contamination and visual pollution, although the Mexican government has not yet issued enforceable regulation on the majority of these matters. The General Environmental Law also provides that companies that contaminate soils are responsible for their clean up. Further, according to the Law on Waste, which was enacted in January 2004, owners and/or possessors of real property with soil contamination are jointly and severally liable for the remediation of such contaminated sites, irrespective of any recourse or other actions such owners and/or possessors may have against the contaminating party, and aside from the criminal or administrative liability to which the contaminating party may be subject. Restrictions on the transfer of contaminated sites also exist. The Law on Waste also regulates the generation, handling and final disposal of hazardous waste. The Mexican government is in the process of developing regulations under the Law on Waste, which we anticipate may be adopted in the near future.

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

In addition to the foregoing, Mexican Official Norms (Normas Oficiales Mexicanas), which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law (Ley General de Metrología y Normalización) and to other laws that include the environmental laws described above, establish standards relating to air emissions, waste water discharges, the generation, handling and disposal of hazardous waste and noise control, among others. Mexican Official Norms on soil contamination and waste management are currently being developed and may also soon be enacted. 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.

Table of Contents

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 México 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 México are also required to comply with a variety of reporting obligations that include, among others, providing 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 México’s airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits 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 renewed 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 on a bi-annual basis. In addition, all of our airports, including the Monterrey International Airport, have received and renewed their ISO 9001:2008 service and quality certification as of December 9, 2009. The original certification was received on December 8, 2006 and it is valid until December 8, 2012. We were recognized as a Socially Responsible Company for the first time in March 2008, as a result of our commitment to the well being of our employees and their families, the communities where we operate, airport users, business partners, and the environment. This recognition was ratified in March 2009 and in March 2010.

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 their agreements with environmental authorities.

The level of environmental regulation in México 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 México 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.

Table of Contents

On April 18, 2008, we were notified of an administrative proceeding by the Mexican Federal Environmental Protection Agency (Procuraduría Federal de Protección al Ambiente or PROFEPA) with respect to potential violations of environmental regulations in connection with the construction of Terminal B at the Monterrey International Airport. On June 4, 2010, the Mexican Federal Environmental Protection Agency concluded its administrative review of the Monterrey airport. We expect to receive from such agency a certificate of compliance for the Monterrey airport. For more information about this proceeding, please see “Item 8 – Financial Information - Legal Proceedings”.

Regulatory Changes Proposed by México’s Antitrust Commission

On October 1, 2007, the Chairman of COFECO released an independent report on the competitiveness of México’s airports relative to each other and to international airports. The 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 income from commercial services 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 airports with heavy volumes of passenger traffic;

promote greater competition between airports;

eliminate Aeropuertos y Servicios Auxiliares’ (“ASA”) role as exclusive fuel service provider;

eliminate barriers to entry for taxi providers at airports; and

be mindful of vertical integration among airports and airlines.

The Ministry of Communications and Transportation issued a response to the Competition Commission Chairman’s report that noted, among other matters, that according to its own calculations, México’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 Pacifico and Aeropuertos del Sureste, questioning the calculations and the comparisons drawn in the Competition Commission Chairman’s report, and stating that we are committed to participate in a comprehensive review of the report in order to demonstrate our commitment to the efficient development of the airport sector. In addition, after the Competition Commission Chairman’s report was released, on October 1, 2007 initiatives were introduced in México’s Congress to make several reforms to the Mexican Airports Law that, if enacted, could have a material adverse effect on us.

Table of Contents

On February 26, 2009, a legislative initiative was filed with the Chamber of Representatives (Cámara de Diputados) of the Congress of the Mexican Union (Congreso de la Union) by representantives of PRD (Partido de la Revolución Democrática), PT (Partido del Trabajo) and CONVERGENCIA.

This initiative seeks to reform a substantial part of the current Mexican Airport Law, which regulates airport-related matters. The initiative was sent to the Transport and Communications Commissions of the Congress to be analyzed and, if each commission determines that the initiative includes all the elements necessary to reform the law, then the initiative will be submitted to the Congress for its approval. On March 25, 2010, the Transport and Communications Commissions released a negative opinion on this initiative. The negative opinion must now be submitted to Congress for its approval. If Congress approves this negative opinion it would end this legislative process and the initiative would be discarded. The approval by Congress is still pending. There can be no assurance that Congress will approve the Commissions’ negative opinion or that these committees or Congress will file other initiatives that seek to reform the current Mexican Airport Law. Should the current Mexican Airport law be amended with respect to matters that are related to our operations, such amendment could have a material impact on our operations.

As of May 20, 2011, no such regulatory changes had been enacted. Although we do not expect that the Competition Commission Chairman’s report or the congressional initiative will result in any regulatory changes in the short term, there can be no assurance that changes to the airport regulatory framework will not occur in the future.

Table of Contents

ORGANIZATIONAL STRUCTURE

The following table sets forth our consolidated subsidiaries as of December 31, 2010, including our direct and indirect ownership interest in each:

Name of Company	Jurisdiction of Establishment	Percentage Owned	Description

Aeropuerto de Acapulco, S.A. de C.V.	México	100	Holds concession for Acapulco International Airport

Aeropuerto de Ciudad Juárez, S.A. de C.V.	México	100	Holds concession for Ciudad Juárez International Airport

Aeropuerto de Culiacán, S.A. de C.V.	México	100	Holds concession for CuliacánInternational Airport

Aeropuerto de Chihuahua, S.A. de C.V.	México	100	Holds concession for Chihuahua International Airport

Aeropuerto de Durango, S.A. de C.V.	México	100	Holds concession for DurangoInternational Airport

Aeropuerto de Mazatlán, S.A. de C.V	México	100	Holds concession for MazatlánInternational Airport

Aeropuerto de Monterrey, S.A. de C.V.	México	100	Holds concession for MonterreyInternational Airport

Aeropuerto de Reynosa, S.A. de C.V.	México	100	Holds concession for ReynosaInternational Airport

Aeropuerto de San Luis Potosí, S.A. de C.V.	México	100	Holds concession for San Luis Potosí International Airport

Aeropuerto de Tampico, S.A. de C.V.	México	100	Holds concession for TampicoInternational Airport

Aeropuerto de Torreón, S.A. de C.V.	México	100	Holds concession for Torreón International Airport

Aeropuerto de Zacatecas, S.A. de C.V.	México	100	Holds concession for ZacatecasInternational Airport

Aeropuerto de Zihuatanejo, S.A. de C.V.	México	100	Holds concession for Zihuatanejo International Airport

Servicios Aeroportuarios del Centro Norte, S.A. de C.V.	México	100	Provider of administrative and other services at certain of our airports.

Table of Contents

Name of Company	Jurisdiction of Establishment	Percentage Owned	Description

Operadora de Aeropuertos del Centro Norte, S.A. de C.V.	México	100	Provider of operational services to our concessionaries.

Holding Consorcio Grupo Hotelero T2, S.A. de C.V.	México	100	Holds 90% of the shares of Consorcio Grupo Hotelero T2, S.A. de C.V. (the Consortium) to develop and operate an NH-branded hotel and commercial areas inside the new Terminal 2 of the México City International Airport. The Spanish company NH Hoteles, S.A. de C.V.owns the other 10%.

Consorcio Grupo Hotelero T2, S.A. de C.V.	México	90	Holds a 20 year lease agreement with the México City International Airport to develop and operate a 287-room, 5-star hotel and more than 5,000 square meters in commercial space inside Terminal 2.

Servicios Corporativos Terminal T2, S.A. de C.V.	México	90	Provider of administrative and other services to Consorcio Grupo Hotelero T2, S.A. de C.V.

In January 2011, a new Mexican company named Servicious Complementarios del Centro Norte, S.A. de C.V. was created. It is 100% owned by us and provides complementary services.

PROPERTY, PLANT AND EQUIPMENT

Pursuant to the Mexican General Law of National Assets, all real estate and fixtures in our airports are owned by the Mexican nation. 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 fifty 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 nation, 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, including any improvements thereon, except for those caused by normal wear and tear.

We use the property constituting our airports pursuant to our concessions. Our corporate headquarters are located on the property of our Monterrey International Airport.

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 U.S.$ 50 million insurance policy covering damages to our property resulting from certain terrorist acts and a U.S.$ 1 billion policy covering personal and property damages to third parties. We also carry a U.S.$ 200 million insurance policy covering damage to our assets and infrastructure generally.

Table of Contents

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 qualified in its entirety by reference to, our consolidated financial statements and the notes to those consolidated financial statements. 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 U.S. GAAP. Information relating to the nature and effect of such differences is presented in Note 23 to our consolidated financial statements.

Overview

We hold concessions to operate, maintain and develop 13 airports in México, many of which are located in the northern and central regions of the country, pursuant to concessions granted by the Mexican government. The substantial 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, approximately 62.3% of our total revenues in 2010 were earned from aeronautical services. Changes in our revenues from aeronautical services are principally driven by the passenger and cargo volume 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 and the specific prices we negotiate with airlines for the provision of aeronautical services. The maximum rate system of price regulation that applies to our aeronautical revenues is linked to the traffic volume (measured in workload units) at each airport; thus, increases in passenger and cargo volume generally permit greater revenues from aeronautical services. In evaluating our aeronautical revenue, we focus principally on workload units, which measure volume, and aeronautical revenue per workload unit, which measures the contribution to aeronautical revenue from each workload unit.

We also derive revenue from non-aeronautical activities, which principally relate to the commercial activities carried out at our airports such as the operation of parking facilities, advertising and the leasing of space to restaurants and retailers. Our revenues from non-aeronautical activities are not subject to the system of price regulation established by the Ministry of Communications and Transportation (though they may be subject to regulation by other authorities). Thus, our non-aeronautical revenues are principally affected by the passenger volume at our airports and the mix of commercial activities carried out at our airports. We evaluate our non-aeronautical revenue by analyzing changes in overall non-aeronautical revenue and changes in non-aeronautical revenue per terminal passenger.

Faced with the difficult environment in 2008 and 2009, we undertook initiatives aimed at sustaining the level of our aeronautical and non-aeronautical revenues. These include (a) ending the special incentive program at the Monterrey airport in August 2008; (b) expanding and improving commercial operations inside our airports; and (c) investing in commercial businesses related to airports such as the investment in the Terminal 2 NH Hotel. The first initiative contributed to the growth in aeronautical revenues per passenger, and the last two initiatives contributed to the growth in both aeronautical revenues per passenger and non-aeronautical revenues per passenger.

Table of Contents

During 2010, our business initiatives were focused on maximizing aeronautical revenues through (a) the promotion of route development and the optimization of rates; (b) improving the commercial offering and the passenger experience inside our aiport terminals; (c) growing our business OMA Carga in order to increase non-aeronautical revenues; and (d) increasing the operations of our current businesses related to airports such as the Terminal 2 NH Hotel.

Recent Developments

Mexicana Operations Suspended

On August 3, 2010, Mexicana announced that it was filing for concurso mercantil, and on August 27, 2010, Grupo Mexicana (including Mexicana and low-cost carriers MexicanaClick and MexicanaLink) suspended all operations due to financial troubles in the wake of its bankruptcy filings. Grupo Mexicana operated at twelve of our thirteen airports. In July 2010, prior to the bankruptcy filing by Mexicana de Aviación, the three airlines operated 24 routes at our airports, of which 18 were also operated by other airlines. During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación. Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación. In terms of international traffic, Grupo Mexicana generated 13.1% of traffic, of which Mexicana de Aviación accounted for 9.3%. Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%.

In November 2010, we started a motion (incidente de separaciòn de bienes) against Grupo Mexicana to recover the passenger charges that Grupo Mexicana collected for us. As of December 31, 2010, the amount owed to us by Grupo Mexicana amounted to Ps. 143.1 million, 93% of which is passenger charges. As of March 31, 2011, such amount increased to Ps. 144.2 million. We have reserved 100% of the total amount owed within the allowance for doubtful accounts. There can be no assurance that these amounts will be recovered. See “Item 3. Risk Factors—Risks Related to our Operations—The loss of one or more of our key airline customers, and the loss of or suspension of operations of one or more of them could result in the loss of a significant amount of our revenues.” As of the date of this report, Mexicana has announced that it is considering capitalization proposals from several parties.

Aviacsa Operations Suspended

On June 3, 2009, the Ministry of Communications and Transportation, acting through the General Director for Civil Aviation, temporarily suspended the operation of 25 Aviacsa aircraft. Aviacsa received a judicial injunction that enabled it to continue to operate, and it resumed operations on June 12, 2009. On July 6, 2009 the Ministry of Communications and Transportation suspended Aviacsa’s right to use Mexican airspace, based on non-payment of royalties owed to the Navigation Services for Mexican Airspace. Aviacsa filed for insolvency protection on October 30, 2009. Aviacsa accounted for 7.0% of our total passenger traffic during the January-June 2009 period and 96.7% of such passengers were domestic.

Table of Contents

In November 2010, the Monterrey airport recovered the spaces leased to Aviacsa after Aviacsa’s leases were terminated according to bankruptcy protection procedures. In January 2011, the Acapulco, Ciudad Juárez and Tampico airports were also able to recover the spaces they had leased to Aviacsa.

Aviacsa owed us a total of Ps. 19.8 million as of December 31, 2010, which increased to Ps. 22.7 million as of March 31, 2011. We have reserved 100% of the total amount owed within the allowance for doubtful accounts. Aviacsa will repay us in accordance with the court approved agreement among Aviacsa and its creditors. We cannot assure you that Aviacsa will be able to restart operations in the future.

Adoption of IFRS

All Mexican issuers (except financial institutions) are required to adopt IFRS as issued by the International Accounting Standards Board, as their accounting standard, no later than fiscal years beginning on or after January 1, 2012, with early adoption permitted. We adopted IFRS in our financial information as of January 1, 2011. Our transition period to IFRS begins on January 1, 2010. We have evaluated the impact that the adoption of IFRS will have on our financial position and results of operations. See “Item 3. Risk Factors—Risks Related to Our Operations—The adoption of IFRS may result in changes to our consolidated financial position and results of operations.”

Adoption of INIF 17

The following are the principal effects of adopting INIF 17 on our results of operations and financial position:

New category of revenues and cost. Under INIF 17, an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, the operator is required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services. Revenues related to construction and upgrade services are presented in a new category of revenues called “Construction services” and expenses related to construction and upgrade services are presented in a new category of expenses called “Construction costs.”

Table of Contents

Intangible assets and change in amortization rates. Under INIF 17, all infrastructure to which an operator of a service concession is given access by the grantor of the concession service agreement and the upgrades to that infrastructure made by the operator are recognized as an intangible asset. These assets are amortized over the concession period. As a result, we are required to include all fixed assets and subsequent capital expenditures under Investment in Airport Concessions and to modify amortization rates in accordance with the remaining period of the concession, using the straight line method for those fixed assets constructed or acquired in the past. Previously we amortized fixed assets based on the estimated remaining useful life of the particular asset.

The effects of INIF 17 are reflected in our financial statements as of and for the period ending December 31, 2010. We have restated the prior period for comparative purposes.

Master Development Plans and Maximum Rates

In December 2010, the Ministry of Communications and Transportation approved the new five-year master development plans for each of our airports for the 2011-2015 period. In addition, in connection with the approval of our master development plans, the Ministry of Communications and Transportation also approved the maximum rates we are allowed to charge per workload unit (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) for regulated services. These programs will be in effect from January 1, 2011 until December 31, 2015. For more details on the newly approved master development plans and maximum rates, see “—Master Development Plans” and “—Revenue Regulation – Historical Maximum Rates and Maximum Rates for 2011 through 2015” in “Item 4. Information on the Company – Regulatory Framework”.

Economic Downturn

During 2009, the aeronautical industry confronted an adverse global environment marked by the high price of oil, inflationary pressures on the cost of goods and services, and the global financial crisis with its drying up of credit and volatility in the financial and exchange markets. This situation has had an impact on all the participants in the industry, including airport operators, with cancellations of routes and/or reduction in flight frequencies, and the end of operations of some carriers. In our full year 2009 results, these factors principally affected the number of flight operations and the volume of passengers.

In 2010 the U.S. and Mexican economies were currently recovering from the global economic and financial crisis. The U.S. gross domestic product increased at an annualized rate of 2.8% in 2010, due primarily to positive contributions from private inventory investment, exports, personal consumption expenditures, nonresidential fixed investment and government spending, in contrast to a decrease of 2.6% in 2009. Likewise, according to the Mexican National Statistical, Geographic and Information Institute, the Mexican gross domestic product increased 2% in the fourth quarter of 2010, in contrast to a decrease of 6.1% during the fourth quarter of 2009. The Mexican air travel industry, and as a result, our results of operations, are substantially influenced by economic conditions in México and the United States. In 2009 and 2010, approximately 80% of the international passengers in our airports arrived or departed on flights originating in or departing to the United States and approximately 16% and 14% of our revenues in 2009 and 2010 respectively, were derived from passenger charges imposed on passengers departing from or arriving to the United States. Similarly, in 2009 and 2010, approximately 84% and 83% respectively, of our passengers traveled on domestic flights, and approximately 47% and 58.8% of our revenues in 2009 and 2010 respectively, were derived from domestic passenger charges.

Table of Contents

We believe that the U.S. and Mexican economic and financial crises have each affected our results of operations differently. International traffic in 2009 decreased 22.4% compared to 2008, principally as a result of the cancellation of routes, and the reduction of frequencies on scheduled international flights, largely on part of U.S. carriers. The airports where these factors had the greatest impact include Monterrey and our tourist destination airports (Acapulco, Mazatlán and Zihuatanejo). The reduction in frequencies of some scheduled international flights, the cancellation of routes, principally by Continental, Delta, American and Alaska, as well as the exit from the market of Aviacsa affected international traffic in the majority of our airports. Monterrey, Zihuatanejo, Mazatlán, Acapulco, and Culiacán were the airports most affected. However, international passenger traffic increased 6.7% in 2010 due principally to the recovery of the United States economy, and we expect that it will continue to increase as economic conditions keep improving in the United States.

In México, the economic and financial crisis that adversely affected domestic traffic in 2009 continued to adversely affect domestic traffic in 2010, which decreased substantialy compared to 2009, which itself had been adversely affected by the exit from the market of Aviacsa during 2008 and significant reductions in capacity by several other carriers. Furthermore, due to the suspension of operations by Aerocalifornia in July 2008 and the exit from the market of Aladia, Alma, and Avolar in the fourth quarter of 2008, our airports have lost terminal passenger traffic, with the main decreases being at the Torreón (-16.0%), Acapulco (-14.0%), Zihuatanejo (-10.6%), Reynosa (-7.8%), Tampico (-5.9%) and Culiacán (-0.3%) airports (in each case, 2010 as compared to 2009). Generally all of our airports were affected during 2009 by the reductions in volume of passengers, the A(H1N1) virus and the exit from the market of 5 airlines in less than a year. We expect that domestic passenger traffic levels will continue to decrease until economic conditions improve in México.

For further discussion of how economic conditions may impact our business, see “Item 3 – Risk Factors – Risks Related to Our Operations”.

Investment in México City International Airport

We entered into a joint investment with the international hotel operator NH Hoteles, S.A. de C.V. to develop and operate a 287-room hotel and more than 5,000 square meters of commercial space inside Terminal 2 of the México City International Airport, under a 20-year lease agreement with the México City International Airport.

The Terminal 2 NH Hotel opened in August 2009. NH Hoteles, S.A. de C.V. is operating the hotel and owns 10%. The Consortium is currently carrying out market and feasibility studies for the development of the commercial areas. We expect that at the end of the year 2011 the development of the commercial areas will begin. The development of these commercial areas principally depends on the ongoing recovery from the economic and financial crisis of 2009.

This project provides us with the opportunity to participate in the operation of the México City International Airport Terminal 2 passenger terminal, which according to the México City International Airport, served 24.1 million passengers in 2010. Airlines based in Terminal 2 include Aeromar, Aeroméxico and Aeroméxico Connect, Continental, Copa, Delta and LAN Chile. This project is an important part of our strategy to increase our non-aeronautical revenues. This project, along with acquisitions of land reserves in 2008 to develop and expand our key airports, accounted for the significant increase in our balance of property, machinery and equipment at December 31, 2008, as compared to our balance at December 31, 2007.

Table of Contents

Long Term Financing

In February 2010, we increased from Ps. 500 million to Ps. 700 million the total amount of the long-term bank credit facility entered into on February 3, 2009, which is scheduled to mature in August 2017. The facility bears interest at the Mexican interbank rate (Tasa de Interés Interbancaria de Equilibrio) plus 450 basis points. On April 27, 2010, we entered into a long-term bank credit facility for the amount of Ps. 200 million, which is scheduled to mature in April 2018. The facility bears interest at the Mexican interbank rate plus 350 basis points. On August 30, 2010, we entered into a long term bank credit facility for the amount of Ps. 200 million, which is scheduled to mature in April 2018. The facility bears interest at the Mexican interbank rate plus 300 basis points. On October, 15, 2010, we entered into a long term bank credit facility for the amount of U.S. $22.9 million for a baggage screening equipment project, which is scheduled to mature in March 2021. The facility bears interest at 3M LIBOR plus 125 basis points. As of May 20, 2011, the total long-term debt outstanding was Ps. 1,070.8 million. Our long-term debt includes certain restrictive covenants that limit our ability to obtain new bank loans, offer our assets as collateral, sell fixed assets and requires us to maintain certain financial ratios as well as to pay our tax obligations on a timely basis.

Management changes

The board of directors has approved changes in senior management, as part of a normal rotation of personnel. On March 23, 2011, Porfirio González was appointed as our new Chief Executive Officer effective July 1, 2011. He succeeds Victor Bravo Martín, who is returning to Empresas ICA as Chief Financial Officer.

Porfirio González has more than 15 years of professional experience in the airports industry. He has been our Director of Airports since 2006. In that position he was responsible for our relationships with federal, state, and local authorities. He also oversaw and coordinated the airport consultative councils of all 13 airports. These councils bring together airport managers, airlines, other airport service providers and governmental authorities to ensure effective airport operation. From 1998 to 2006, Mr. González served as the director of the business division, sub-director of operations and development, and manager of the Monterrey International Airport.

On July 1, 2010, the board of directors named Stéphane Lemoine as our new Chief Operations Officer. He succeeded Nicolas Claude, who returned to ADP, and is now the Chief Operations Officer at Queen Alia International Airport in Jordan. Prior to joining us, Mr. Lemoine was the head of the Aéroports de Paris Handling Operation division at Charles de Gaulle, in 1996, where he directly managed a team of 300 people. In 2005, he joined the Group Strategy division to work on the diversification of businesses, including international developments and subsidiary development. Stéphane was appointed Director at ADP’s main subsidiaries including ADPM, ADPI and Alyzia. In 2007, Stéphane was transferred to the Finance division to take direct supervision of Aéroports de Paris Group’s subsidiaries, where he defined strategy and controlled management. Moreover, he has also been involved in Aéroports de Paris Group international developments as an operations expert. Stéphane holds a Master’s degree in Business Administration from the Dauphine University in Paris and has completed additional studies in airport management at École Nationale d’Aviation Civile in Toulouse.

The impact of the Influenza A(H1N1) outbreak

As a result of the preventive alert announced by the Mexican Ministry of Health on April 24, 2009, resulting from the Influenza A(H1N1) outbreak, the Mexican government established an emergency plan and increased epidemiological surveillance in order to inhibit the spread of the illness. This plan included the establishment of checkpoints in airports to provide information, as well as the provision of assistance to any person who showed signs of illness.

Table of Contents

Concerned for the entire airport community, including passengers, employees of the airlines and of other service providers, as well as our own employees we established dedicated response teams at our headquarters and at each airport. We cooperated in the efforts coordinated by the federal government and provided health authorities any assistance they requested.

On April 29, 2009, the World Health Organization raised the pandemic alert level for the Influenza A(H1N1) to Phase 5. This increased the security measures that were implemented at our airports. By order of the Ministry of Communications and Transportation, screening of every passenger traveling to international destinations was necessary in order to identify symptoms of viral infection, including visual inspection, passenger surveys and measure of body temperature. Personnel of the Ministry of Health were allowed to require additional tests, and had the authority to determine if a passenger was allowed to board a flight. This measure went into place on April 29, 2009.

Since this declaration of the World Health Organization, our airports have continued to operate normally. The World Health Organization recommended that borders remain open and that international travel remain unrestricted. However, many passengers chose to cancel or delay scheduled travel, and there was a reduction in passenger traffic.

Although a number of countries, such as the United States, the United Kingdom, and France, as well as the Health Council of the EU initially recommended that travelers avoid non-essential travel to México, all of these advisories were lifted by the end of May 2009. Likewise, restrictions on travel to México imposed by other countries as a result of the A(H1N1) virus were lifted by June 1, 2009. As of January 2010, the World Health Organization reported that outbreaks of the A(H1N1) virus continued to decline or remained low in México. With the abatement of the outbreak and the lifting of travel restrictions, we believe that the A(H1N1) outbreak is no longer significantly affecting passenger or cargo traffic levels.

Passenger and Cargo Volumes

In 2010, approximately 83.4% of the terminal passengers using our airports were domestic. Domestic traffic decreased 0.5% and international traffic increased 6.7% as compared to 2009. In addition, of the international passengers traveling through our airports, a majority has 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.

Table of Contents

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

	Year ended December 31,
	2008			2009			2010
Domestic terminal passengers(1)		11,732.8			9,712.2			9,660.2
International terminal passengers(1)		2,327.8			1,806.1			1,927.5
Total terminal passengers(1)		14,060.7			11,518.3			11,587.7
Cargo units(1)		790.3			722.0			908.5
Total workload units(1)		14,851.0			12,240.3			12,496.2
Change in total terminal passengers(2)		(1.1	) %		(18.1	)%		0.6	%
Change in workload units(2)		(1.2	) %		(17.6	)%		2.1	%

Aeronautical revenue(3)		1,617.2			1,527.0			1,652.6
Change in aeronautical revenue(2)		4.3	%		(5.6	)%		8.2	%
Aeronautical revenue per workload unit		115.12			124.75			132.25
Change in aeronautical revenue per workload unit(1)( 2)		11.7	%		8.4	%		6.0	%

Non-aeronautical revenue(3) (4)		371.3			354.0			392.0
Change in non-aeronautical revenue(2)		6.8	%		(4.7	)%		10.7	%
Non-aeronautical revenue per terminal passenger(4)		26.4			30.7			33.8
Change in non-aeronautical revenue per terminal passenger(2)		7.8	%		16.3	%		10.1	%

_______________

(1)	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 100 kilograms (220 pounds) of cargo.

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

(3)	In millions of pesos.

(4)	Non-aeronautical revenues excluding revenues from the Hotel.

In 2010, we served 11.6 million terminal passengers, of which 9.7 million were domestic and 1.9 million were international, and approximately 0.3 million were transit passengers.

Classification of Revenues

We classify our revenues into four categories: revenues from aeronautical services, revenues from non-aeronautical services, revenues from hotel services and revenues from construction services. Historically, a substantial majority of our revenues have been derived from aeronautical services. For example, in 2010, 62.3% of our revenues were derived from aeronautical services, and the remainder of our revenues was derived from non-aeronautical services, hotel services and construction services.

Our revenue from aeronautical services is 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 activities not directly related to essential airport operations) 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 revenue from non-aeronautical services is not subject to price regulation under our maximum rates and generally includes revenues earned from, car parking (which may be subject to certain municipal regulations, but not to our maximum rates), leasing of space in our airports to airlines (for first class/VIP lounges and similar activities not directly related to essential airport operations), rental and royalty payments from third parties operating stores and 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 timeshare companies.

Our revenue from hotel services is not subject to price regulation under our maximum rates. These include revenues earned by the operation of the Terminal 2 NH Hotel.

Our revenue from construction services is not subject to price regulation under our maximum rates and is recognized in accordance with INIF 17, which is the value of the improvements to concessioned assets made during the period, based on the percentage of completion method of accounting.

Table of Contents

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

Fluctuations in the Peso

From September 30, 2009 to March 31, 2010, the peso appreciated by approximately 8.8%, from 13.49 pesos per U.S. dollar on September 30, 2009, to 12.30 pesos per U.S. dollar on March 31, 2010. From September 30, 2010 to March 31, 2011, the peso appreciated by approximately 5.4%, from 12.60 pesos per U.S. dollar on September 30, 2010, to 11.92 pesos per U.S. dollar on March 31, 2011. Between March 31, 2010 and December 31, 2010, the peso fluctuated between 13.18 and 12.16 pesos per U.S. dollar. It then began to appreciate, reaching 11.66 pesos per U.S. dollar on May 20, 2011.

A depreciation of the Peso affects our business in the following ways: (i) international passengers and international flights pay tariffs denominated in U.S. dollars, while these tariffs are generally collected in Mexican pesos 60-115 days following the date of each flight, thus the depreciation of the Mexican peso had a positive impact on our results from operations which are denominated in Mexican pesos; and (ii) as of December 31, 2010, we had 19.2 million of liabilities denominated in US dollars, causing foreign exchange rate losses. Any depreciation in the peso may cause additional foreign exchange losses.

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 revenue per workload unit (a workload unit is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from aeronautical services. See “Item 4. Regulatory Framework – Aeronautical Service Regulation” for a description of our maximum rates and the rate setting procedures for future periods. The maximum rates for our airports have been determined for each year through December 31, 2015.

Table of Contents

The following table sets forth our revenue from aeronautical services for the periods indicated.

Aeronautical Revenues

	Year ended December 31,
	2008				2009				2010
	Amount		% change		Amount		% change		Amount		% change
	(millions of pesos, except percentages)
Aeronautical Revenues:
Passenger charges		1,234.0		76.3		1,189.8		77.9		1,288.7		78.0
Landing charges		111.7		6.9		94.9		6.2		102.8		6.2
Aircraft parking charges		95.2		5.9		76.0		5.0		88.1		5.3
Airport security charges		22.8		1.4		19.6		1.3		20.7		1.3
Passenger walkway charges		23.9		1.5		17.2		1.1		19.0		1.1
Leasing of space to airlines		129.6		8.0		129.5		8.5		133.3		8.1

Total Aeronautical Revenues		1,617.2		100.0		1,527.0		100.0		1,652.6		100.0

_______________

(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 and makes up less than 0.01% of our total aeronautical revenue.

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services, other than complementary services and leasing of space to airlines, every three months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenue per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year. We currently set the specific price for these categories of aeronautical services after negotiating with our principal airline customers. Historically our specific prices have been structured such that the substantial majority of our aeronautical revenues are derived from passenger charges, and we expect this to continue to be the case in future agreements with our principal airline customers. In 2010, passenger charges represented 78.0% of our aeronautical services revenues. In 2010, aeronautical services represented 62.3% of our total revenues.

We seek to offer incentives, including significant discounts on charges for aeronautical services, to encourage carriers to establish new routes and take other measures expected to increase passenger traffic at our airports. The Mexican Airport Law prevents discriminatory pricing, so incentives we offer must be available to any carrier meeting the conditions specified for those incentives. At present, we are not offering any incentives to encourage carriers to establish new routes, but we have offered such incentives in the past and may do so again in the future.

For example, on November 22, 2006, we delivered a notice to the Mexican National Air Transportation Board and the Mexican Director General of Civil Aviation (Dirección General de Aeronáutica Civil) setting forth certain criteria that carriers operating at the Monterrey International Airport must meet in order to qualify for an incentive package that included a discount equal to Ps. 75.00 per departing terminal passenger on passenger charges (representing approximately 40% of our usual passenger charge).

Table of Contents

We offered this incentive only to airlines meeting the criteria set forth above that notified us in writing of their intent to take advantage of the incentive program within 180 days from the delivery of the notice on November 22, 2006.

VivaAerobus was the only airline that took advantage of these incentives. VivaAerobus established its corporate and operational headquarters at the Monterrey International Airport. In December 2006, VivaAerobus commenced operations with two aircraft operating nine routes. By December 2007, VivaAerobus had 19 destinations with five aircraft operating in their fleet and was serving 7 of our airports from Monterrey. By the end of 2008 VivaAerobus had a seven-plane fleet and an increment in its routes. The principal routes served by VivaAerobus at the Monterrey International Airport are Veracruz, Cancún, Mérida, Culiacán, Villahermosa, and Chihuahua. VivaAerobus opened its first international route to Austin, Texas, which started flying in May of 2008.

We believe that our participation in this agreement resulted in a decrease in our aeronautical revenues per terminal passenger in 2007 and 2008, and on September 10, 2008 we agreed with VivaAerobus to terminate the program. As a result, we will no longer provide financial incentives to VivaAerobus for the traffic it generates at Monterrey.

In December 2001, we entered into an agreement with the National Air Transportation Board (Cámara Nacional de Aerotransportes) and the Ministry of Communications and Transportation pursuant to which we settled existing disputes with our principal airline customers and established specific prices for regulated aeronautical services applicable to those airlines. Under the agreement, the National Air Transportation Board agreed to cause our principal airline customers to enter into (a) contracts governing charges for certain aeronautical services and (b) lease contracts for property used by the airlines. Although our agreement with the National Air Transportation Board expired in December 2005, we continued to charge our principal airline customers in accordance with the terms of the agreement until December 31, 2008, at which time we entered into a new agreement with the National Air Transportation Board that offered incentives, including discounts, for the establishment of new routes and other measures expected to increase passenger traffic volume at our airports. We recently entered into a new agreement covering the period from August 1, 2009 to December 31, 2011. We continue to charge our principal airline customers in accordance with the terms of this agreement.

There can be no assurance that any such initiatives undertaken in the future will be carried out or will increase our passenger traffic volume or our revenues.

In 2010, our aeronautical revenues represented approximately 99.2% of the amount we were entitled to earn under the maximum rates applicable to all of our airports. To the extent that we offer incentives to carriers to establish routes serving our airports in the future, or other changes to our sources of aeronautical revenue, this percentage could decrease. There can be no assurance that we will be able to collect substantially all of the revenue we are entitled to earn from services subject to price regulation in the future.

Non-aeronautical Revenues

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services. The contribution to our total revenues from non-aeronautical services was 14.8% in 2010. Our non-aeronautical revenue per terminal passenger increased from Ps. 30.7 in 2009 to Ps. 33.8 in 2010, due primarily to the increase and improvement of the commercial activities in all of our airports. All the principal commercial activity line items, except revenues from time share developers, increased, principally because of the increase in the Monterrey Terminal B commercial areas, which became operational in September 2010.

Table of Contents

The following table sets forth our revenue from non-aeronautical activities for the periods indicated.

Non-aeronautical Revenues

	Year ended December 31,
	2008				2009				2010
	Amount		% change		Amount		% change		Amount		% change
	(millions of pesos, except percentages)
Non-aeronautical Revenues:
Commercial Activities:
Car parking charges		112.7		30.4		104.5		29.5		110.7		28.2
Advertising		39.3		10.6		39.4		11.1		46.6		11.9
Leasing of space(1)		36.6		9.8		39.9		11.3		42.3		10.8
Car rentals		32.2		8.7		31.3		8.8		32.4		8.3
Food and beverage operations		35.0		9.4		28.8		8.1		32.8		8.4
Retail operations		36.2		9.7		33.1		9.3		39.8		10.1
Duty-free operations		13.6		3.7		11.0		3.1		11.1		2.8
Communications		4.3		1.2		4.4		1.2		3.0		0.8
Financial services		1.9		0.5		2.5		0.7		3.6		0.9
Time share		18.1		4.9		18.1		5.1		15.6		4.0
Other		20.6		5.5		21.0		5.9		31.3		8.0
Total commercial activities		350.5		94.4		334.0		94.3		369.2		94.2
Recovery of costs(2)		20.8		5.6		20.0		5.7		22.8		5.8

Total Non-aeronautical Revenues		371.3		100.0		354.0		100.0		392.0		100.0

_______________

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

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

The majority of our revenue from non-aeronautical services is derived from car parking (which may be subject to government regulation, but not to our maximum rates), leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar activities not directly related to essential airport operations), rental and royalty payments from third parties operating stores and providing commercial services at our airports, such as car rental agencies, food and beverage providers, retail and duty free store operators, advertising and fees collected from other miscellaneous sources, such as timeshare companies, vending machines and telecommunications providers.

Hotel Services Revenues

As part of our strategy to increase our revenues, in 2008 we acquired an interest in the company that developed and operates a hotel in Terminal 2 of the México City International Airport and is expected to develop and operate 5,000 square meters (53,820 square feet) of commercial space in Terminal 2 of the México City International Airport.

Construction Services Revenues

Under INIF 17, an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, beginning in 2010, we were required to account for the revenues relating to those services, which are equal to the cost of improvements to concessioned assets made during the period and recognized based on the percentage of completion method. In 2010, we recorded Ps. 507.0 million of revenues from construction services.

100

Table of Contents

Operating Costs

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

Operating Costs

	Year ended December 31,
	2008					2009					2010
	Amount		% change			Amount		% change			Amount		% change
	(In millions of Pesos except percentages)
Operating Costs:
Cost of services:
Employee costs		169.8		9.1			121.2		(28.6	)		137.4		13.4
Maintenance		54.0		0.2			63.2		17.0			61.2		(3.2	)
Safety, security & insurance		81.0		8.1			86.1		6.3			86.0		0.0
Utilities		112.8		19.5			99.2		(12.1	)		115.9		16.8
Allowance for doubtful accounts		33.5		1,367.1			14.5		(56.7	)		174.5		1,103.4
Other		56.1		2.9			63.4		13.0			98.6		55.5
Total cost of services		507.2		9.3			447.6		(11.7	)		673.6		50.5
Construction costs		492.8		N/A			641.0		30.1			507.0		(20.9	)
Administrative expenses		269.9		23.5			331.0		1.2			379.3		14.6
Technical assistance fees		55.6		(3.1	)		51.7		(7.0	)		47.6		(7.9	)
Concession taxes		101.7		3.4			94.8		(6.8	)		103.1		8.8
Depreciation and amortization:
Depreciation(1)		39.3		19.5			47.9		21.9			60.5		26.3
Amortization(2)		327.4		8.0			363.9		11.1			409.2		12.4
Total depreciation and amortization		366.7		9.1			411.8		12.3			469.7		14.1
Total operating costs		1,793.9		53.4			1,977.9		10.3			2,180.3		10.2

_______________

(1)	Reflects depreciation of fixed assets.

(2)	Reflects amortization of our concessions and rights to use airport facilities.

Cost of Services

Our cost of services consists primarily of employee, maintenance, safety, security and insurance costs, utilities (a portion of which we recover from our tenants) and other miscellaneous expenses. In recent years, our cost of services has increased from Ps. 447.6 million in 2009 to Ps. 673.6 million in 2010. These proportionally greater increases in cost of services relative to the increases in revenue in recent years have contributed to the decrease in our operating margins (defined as income from operations divided by total revenue) from 22.0% in 2009 to 17.8% in 2010.

Administrative Expenses

Our administrative expenses consist primarily of administrative overhead costs, fees and expenses paid to consultants and other providers of professional services and other miscellaneous expenses. Administrative expenses increased from Ps. 330.9 million in 2009 to Ps. 379.3 in 2010. The increase of 14.6% from 2009 to 2010 was principally due to the increase in personnel expense as a result of the operation of Terminal B, and the increase in salaries.

101

Table of Contents

Our operating expenses have been, and we believe that they will continue to be, funded entirely from our results of operations.

Technical Assistance Fee and Concession Tax

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers technical assistance and technological and industry knowledge and experience to us in exchange for a fee. The technical assistance fee for each of 2001 and 2002 was fixed at U.S.$ 5.0 million (adjusted annually for U.S. inflation). For the remainder of the contract term, the fee is equal to the greater of U.S.$ 3.0 million adjusted annually for inflation (measured by the U.S. consumer price index) or 5% of our annual consolidated operating income (calculated prior to deducting the technical assistance fee, taxes and depreciation and amortization, in each case determined in accordance with MFRS).

Beginning November 1, 1998, we became subject to Article 232-A of the Mexican Federal Duties Law, which requires that the holders of concessions pay a tax for the use of state-owned assets. This tax is currently equal to 5% of the gross annual revenues of each concession holder obtained from the use of public domain assets pursuant to the terms of its concession. The concession tax may be revised at any time by the Mexican government, and there can be no assurance that this tax may not increase in the future. If the Mexican government increases the concession tax, we are entitled to request an increase in its maximum rates from the Ministry of Communications and Transportation; however, there can be no assurance that the Ministry of Communications and Transportation would honor any such request.

Depreciation and Amortization

Our depreciation and amortization expenses primarily reflect the amortization of our investment in our 13 concessions. In 2010, our depreciation and amortization expenses increased 14.1%, as compared to 2009, as a result of the increase in improvements to our concession properties during 2010.

The value of our concessions was determined in June 2000, when SETA won the bid to acquire Series BB shares currently representing 14.7% of our capital stock, based on the value assigned by the independent company INGENIAL. In addition, we depreciate the value of certain fixed assets we acquire or build at our airports pursuant to the investment requirements under our master development programs.

Costs of Construction

Our costs of construction reflect the cost of improvements to our concessioned assets. In our case, because we hire third parties to provide construction and upgrade services, our expenses for those services are equal to our construction revenues.

Capital Expenditures

In 2010, Capital Expenditures were Ps. 695.5 million. We funded our capital expenditures through cash flows from operations and debt, and we believe we will continue to do so in the future. See “Item 5. Operating and Financial Review and Prospects – Liquidity and Capital Resources.

102

Table of Contents

Taxation

On October 1, 2007, the Business Flat Tax Law (IETU) was enacted, and it went into effect on January 1, 2008. IETU applies to the sale of goods, the provision of independent services and the granting of use or enjoyment of goods, according to the terms of the IETU, less certain authorized deductions. IETU payable is calculated by subtracting certain tax credits from the tax determined. Revenues, as well as deductions and certain tax credits, are determined based on cash flows generated beginning January 1, 2008. IETU establishes that the IETU rate will be 16.5% in 2008, 17% in 2009, and 17.5% as of 2010. We recognize deferred taxes based on the Income Tax (ISR) or IETU that we expect to pay in the future. 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.

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 on the deferred IETU liability.

In November 2009, the Mexican legislative branch approved the 2010 Mexican Tax Reform Bill. The law was published in México’s Official Gazette on December 7, 2009.

Under the 2010 Mexican Tax Reform Law, the corporate income tax rate was increased from 28% to 30% for the period from January 1, 2010 through December 31, 2012, and will then be scaled back to 29% in 2013, and finally back to 28% in 2014 and future years.

The 2010 Mexican Tax Reform Law contains reform provisions that may have a significant impact on many organizations with operations in México. Areas of Mexican tax law impacted include: income tax rates, the tax consolidation regime, research and development tax credits, taxes on cash deposits, the excise tax, and the value-added tax. Other than the impact on our deferred income taxes resulting from the changes in the corporate income tax rates described above, the reform provisions included in the 2010 Mexican Tax Reform Law did not affect us.

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

Effects of Devaluation and Inflation

The following table sets forth, for the periods indicated: the percentage that the Mexican peso devalued or appreciated against the U.S. dollar, the Mexican inflation rate, the U.S. inflation rate, and the percentage that Mexican gross domestic product, or GDP, changed as compared to the previous period.

	Year ended December 31,
	2008			2009			2010
Depreciation (appreciation) of the Mexican peso as computed to the U.S. dollar(1)		26.7	%		(5.6	)%		(5.2	)%
Mexican inflation rate(2)		6.5	%		3.6	%		4.4	%
U.S. inflation rate(3)		0.1	%		2.7	%		1.5	%
Increase (decrease) in Mexican gross domestic product(4)		1.5	%		(6.1	)%		5.5	%

_______________

(1)

Based on changes in the rates for calculating foreign exchange liabilities, as reported by Banco de México, or the Mexican Central Bank, at the end of each period, which were as follows: Ps. 13.83 per U.S. dollar as of December 31, 2008, Ps. 13.06 per U.S. dollar as of December 31, 2009 and Ps. 12.38 per U.S. dollar as of December 30, 2010.

(2)	Based on changes in the Mexican Consumer Price Index from the previous period, as reported by the Mexican Central Bank. The year-end Mexican Consumer Price Index was 133.761 in 2008, 138.541 in 2009 and 144.639 in 2010.

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

(4)	In real terms, as reported by the Mexican Central Bank.

103

Table of Contents

Due to the relatively low rate of inflation in México in recent years, inflation has not had a material impact on our revenues or results of operations during the past three years. However, the general condition of the Mexican economy, the devaluation of the peso as compared to the U.S. dollar, inflation and high interest rates have in the past adversely affected, and may in the future adversely affect, the following:

Depreciation and amortization expense. Through the end of 2007, MFRS required us to restate our non-monetary assets to give effect to inflation. The restatement of these assets in periods of high inflation increases the carrying value of these assets in pesos, which in turn increases the related depreciation expense and risk of impairments.

Passenger charges. Passenger charges for international passengers are currently denominated in U.S. dollars (although invoiced and paid in Mexican pesos), while passenger charges for domestic passengers are denominated in pesos. Prior to December 31, 2007, MFRS required Mexican companies to restate their results of operations for prior periods in constant pesos as of the most recent balance sheet date, when the rate of inflation in a period exceeds the depreciation of the peso as compared to the U.S. dollar for that period, the peso value of U.S. dollar-denominated or U.S. dollar-linked revenues in the prior period will be higher than those of the current period. This effect may occur despite the fact that the amount of such revenues in U.S. dollar terms may have been the same or greater in the current period.

Comprehensive financing cost. As required by MFRS, our comprehensive financing cost reflects gains or losses from foreign exchange transactions and, through December 31, 2007, gains or losses from monetary position and, as a result, is impacted by both inflation (not applicable for 2008, 2009 or 2010) and exchange rate impacts (to the extent of our foreign currency transactions).

Maximum rates in pesos. Our passenger charges for international passengers are denominated in U.S. dollars, but are invoiced and paid in Mexican pesos based on the average exchange rate for the month prior to each flight.

Cash flows. Our cash flows are affected by changes in exchange rates as a result of holding monetary assets and liabilities in foreign currencies.

104

Table of Contents

Operating Results by Airport

The following table sets forth our results of operations for the periods indicated for each of our principal airports.

Airport Operating Results

	Year ended December 31,
	2008			2009			2010
	(millions of pesos, except percentages)
Monterrey:
Revenues:
Aeronautical services		728.4			675.4			731.4
Non-aeronautical services		195.8			183.2			209.6
Construction Services		261.2			387.5			168.4
Total revenues		1,185.4			1,246.1			1,109.4
Operating costs:
Costs of services and Administrative expenses		726.1			640.8			741.1
Construction Costs		261.2			387.5			168.4
Depreciation and amortization		93.4			101.1			115.5
Total operating costs		1,128.9			1,172.7			1,072.3
Income from operations		56.5			73.5			37.1
Operating margin(1)		4.8	%		5.9	%		3.3	%

Acapulco:
Revenues:
Aeronautical services		133.9			119.9			115.4
Non-aeronautical services		23.7			21.4			22.1
Construction Services		22.0			32.0			58.0
Total revenues		179.6			173.3			195.6
Operating costs:
Costs of services and Administrative expenses		95.1			72.7			76.2
Construction Costs		22.0			32.1			58.0
Depreciation and amortization		44.9			48.8			49.6
Total operating costs		170.0			160.7			190.8
Income from operations		9.6			12.6			4.8
Operating margin(1)		5.4	%		7.3	%		2.4	%

Mazatlán:
Revenues:
Aeronautical services		106.6			111.3			117.6
Non-aeronautical services		32.6			33.2			34.9
Construction Services		9.3			8.3			62.0
Total revenues		148.5			152.8			214.5
Operating costs:
Costs of services and Administrative expenses		91.7			83.8			101.2
Construction Costs		9.3			8.3			62.0
Depreciation and amortization		32.0			33.3			34.0
Total operating costs		140.0			132.6			204.8
Income from operations		8.5			20.2			9.7
Operating margin(1)		5.7	%		13.2	%		4.5	%

Culiacán:
Revenues:
Aeronautical services		121.0			129.8			147.4
Non-aeronautical services		19.4			20.3			20.3
Construction Services		14.2			15.4			39.2
Total revenues		154.7			165.4			206.9
Operating costs:
Costs of services and Administrative expenses		106.5			105.0			123.3
Construction Costs		14.2			15.4			39.2
Depreciation and amortization		24.4			26.2			27.2
Total operating costs		152.1			154.1			198.1
Income from operations		2.6			11.4			8.9
Operating margin(1)		1.7	%		6.9	%		4.3	%

105

Table of Contents

Chihuahua:
Revenues:
Aeronautical services	100.0		96.2		116.0
Non-aeronautical services	20.4		19.9		23.3
Construction Services	23.1		18.5		40.7
Total revenues	143.5		134.6		179.9
Operating costs:
Costs of services and Administrative expenses	76.4		66.0		98.8
Construction Costs	23.1		18.5		40.7
Depreciation and amortization	22.4		24.4		25.4
Total operating costs	127.9		114.7		171.8
Income from operations	15.7		19.9		8.1
Operating margin(1)	10.9	%	14.8	%	4.5	%

Zihuatanejo:
Revenues:
Aeronautical services	80.0		83.2		78.6
Non-aeronautical services	16.6		15.1		16.5
Construction Services	11.0		40.2		20.6
Total revenues	107.6		138.5		115.7
Operating costs:
Costs of services and Administrative expenses	58.7		55.1		48.9
Construction Costs	11.0		40.2		20.6
Depreciation and amortization	27.4		30.5		36.9
Total operating costs	102.0		130.7		111.1
Income from operations	5.6		7.9		4.7
Operating margin(1)	5.2	%	5.7	%	4.0	%

Other Airports:(2)
Revenues:
Aeronautical services	347.2		311.2		346.1
Non-aeronautical services	68.5		66.0		73.0
Construction Services	152.0		139.1		118.3
Total revenues	567.7		516.3		537.5
Operating costs:
Costs of services and Administrative expenses	252.5		189.7		214.0
Construction Costs	152.0		139.1		118.3
Depreciation and amortization	117.9		136.3		158.0
Total operating costs	543.2		484.0		511.3
Income from operations	24.5		32.3		26.2
Operating margin(1)	4.3	%	6.3	%	4.9	%

Total:(3)
Revenues:
Aeronautical services	1,617.2		1,527.0		1,652.6
Non-aeronautical services	377.0		359.2		399.8
Construction Services	492.8		641.0		507.0
Total revenues	2,487.0		2,527.2		2,559.5
Operating costs:
Costs of services and Administrative expenses	1,407.1		1,213.1		1,403.5
Construction Costs	492.8		641.0		507.0
Depreciation and amortization	362.5		400.6		446.5
Total operating costs	2,364.0		2,349.5		2,460.1
Income from operations	123.0		177.7		99.4
Operating margin(1)	4.9	%	7.0	%	3.9	%

_______________

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

(2)	Reflects the results of operations of our airports located in Ciudad Juárez, Durango, Reynosa, San Luis Potosí, Tampico, Torreón and Zacatecas.

(3)

Total Revenues includes intercompany transactions between our subsidiaries and us and among our subsidiaries. In 2006 we implemented a new method for allocating revenues among our airports, treated as one single integrated economic entity. This new method consists of intercompany charges and credits for corporate expense that were designed to help less profitable airports in meeting their financial obligations. The implementation of this method affects the operating income results reported by the individual airports but does not affect our consolidated results.

106

Table of Contents

Historically, our most profitable airport has been our Monterrey International Airport, which handles the majority of our international passengers. We determine profitability per airport by dividing income from operations in each airport by total revenues for that airport.

107

Table of Contents

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,
	2008						2009						2010
	Amount			% change			Amount			% change			Amount			% change
	(thousands of pesos, except percentages)
Revenues:
Aeronautical services		1,617,195			4.3	%		1,526,965			(5.6	)%		1,652,626			8.2	%
Non-aeronautical services		371,281			6.8	%		354,001			(4.6	)%		391,974			10.7	%
Hotel services								15,311			N/A			99,823			552.0	%
Construction services(1)		492,813			31.5	%		640,992			30.1	%		507,026			(20.9	)%
Total revenues		2,481,289			9.2	%		2,537,269			(2.3	)%		2,651,449			4.5	%
Operating costs:
Cost of services		507,214			20.5	%		447,568			(11.7	)%		673,632			50.5	%
Construction costs(1)		492,813			31.5	%		640,992			30.1	%		507,026			(20.9	)%
Administrative expenses		269,929			5.1	%		330,969			22.6	%		379,314			14.6	%
Technical assistance fees		55,604			(3.2	)%		51,710			(7.0	)%		47,567			(8.0	)%
Concession taxes		101,642			3.4	%		94,756			(6.8	)%		103,067			8.8	%
Depreciation and amortization		366,719			9.1	%		411,890			12.3	%		469,672			14.0	%
Total operating costs		1,793,921			53.4	%		1,977,885			10.2	%		2,180,278			10.2	%
Income from operations		687,368			(5.6	)%		559,384			(18.6	)%		471,171			(15.8	)%
Other income (expense)		104,792			N/A			10,051			(90.4	)%		(3,090	)		N/A
Net comprehensive financing income:
Interest income, net		63,167			(50.1	)%		(26,195	)		N/A			(69,900	)		(166.8	)%
Exchange gain (loss), net		(74,618	)		N/A			4,069			N/A			1,562			(61.6	)%
Net comprehensive financing income		(11,451	)		N/A			(22,126	)		(93.2	)%		(68,338	)		(208.9	)%
Income before income taxes		780,709			(4.4	)%		547,309			(29.9	)%		399,743			(27.0	)%
Income taxes		238,906			(69.6	)%		77,785			(67.4	)%		(152,232	)		N/A
Consolidated net income		541,803			1,636.9	%		469,524			(13.3	)%		551,975			17.6	%

Other operating data (unaudited):
Operating margin(2)		27.7						22.0						17.8
Net margin(3)		21.8						18.5						20.8

_______________

(1)

In 2010 we adopted Mexican Interpretacion de Norma de Informacion Financiera 17, or INIF 17, “Service Concession Contracts”, which provides that an operator of a service concession that is required to make capital improvements to concessioned assets, such as us, is deemed to provide construction or upgrade services. As a result, we are required to account for the revenues and expenses relating to those services. In our case, because we hire a third party to provide construction and upgrade services, our revenues relating to construction or upgrade services are equal to our expenses for those services.

(2)	Income from operations divided by total revenue, expressed as a percentage.

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

108

Table of Contents

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

Consolidated Revenues

Total revenues for 2010 were Ps. 2,651.4 million, 4.5% higher than the Ps. 2,537.3 million recorded in 2009, primarily as a result of increases in aeronautical, non-aeronautical and hotel services revenues, offset by decreases in construction services revenues.

Aeronautical revenues increased 8.2% to Ps. 1,652.6 million in 2010, as compared to Ps. 1,527.0 million in 2009, primarily due to an increase in revenues from passenger charges from Ps. 1,189.8 in 2009 to Ps. 1,288.7 in 2010. This increase in passenger charges was primarily attributable to an increase in passenger traffic and the increase in domestic and international passenger charges in 2010. Aeronautical revenue per workload unit in 2010 was Ps. 132.3 compared to Ps. 124.75 in 2009, an increase of 6.0%.

Non-aeronautical revenues increased 10.7% from Ps. 354.0 million in 2009 to Ps. 392.0 million in 2010, primarily due to increases in revenues from retail operations, advertising and car parking, which increased 20.2%, 18.2% and 5.9%, respectively. Non-aeronautical revenue per terminal passenger increased by 10.1%, from Ps. 30.7 in 2009 to Ps. 33.8 in 2010, primarily due to the opening of Terminal B on September 1, 2010. Some of the other contributing factors to the increase in non-aeronautical revenue per terminal passenger were the expansion and improvement of the commercial areas in our airports, the remodeling of restaurants in Acapulco, Zacatecas, Mazatlán and Terminal A in Monterrey, the opening of retail stores in Chihuahua, San Luis Potosí, Culiacán, Zacatecas, Durango and Terminals A, B and C in Monterrey, and the start of currency exchange services in Terminal B of the Monterrey airport.

Hotel services revenues increased 552.0% from Ps. 15.3 million in 2009 to Ps. 99.8 million in 2010, primarily due to a full year of operations and an increase in the occupancy rate.

Revenues from construction services in 2010 were Ps. 507.0 million, which decreased 20.9% from Ps. 640.9 million recognized in 2009, as a result of a lower level of capital investments.

Revenues by Airport

At the Monterrey airport, aeronautical revenues increased by 8.3% from Ps. 675.4 million in 2009 to Ps. 731.4 million in 2010, primarily due to an increase in passenger traffic and passenger charges. Non-aeronautical revenues increased at the Monterrey airport by 14.4% from Ps. 183.2 in 2009 to Ps. 209.6 million in 2010, primarily due to an increase in passenger traffic and to the approximately 2,100 m2 of new commercial areas in Terminal B. Total revenues decreased by 11.0% from Ps. 1,246.1 million in 2009 to Ps. 1,109.4 million in 2010 at the Monterrey airport, primarily due to a decrease in construction services of 56.6%. Revenues per workload unit at the Monterrey airport decreased by 15.9% from Ps. 224.9 in 2009 to Ps. 189.1 in 2010, principally due to decreases in revenues from construction services, which if not considered, revenues per workload unit would have increased 3.5%, primarily due to an increase in revenues from passenger charges.

At the Acapulco airport, aeronautical revenues decreased by 3.7% from Ps. 119.9 million in 2009 to Ps. 115.4 million in 2010, primarily due to route cancellations by domestic airlines and Mexicana’s exit in August, 2010. Non-aeronautical revenues increased at the Acapulco airport by 3.3% from Ps. 21.4 million in 2009 to Ps. 22.1 million in 2010, primarily due to an increase in revenues from retail stores of 31.6%. Total revenues increased by 12.8% from Ps. 173.3 million in 2009 to Ps. 195.6 million in 2010 at the Acapulco airport, primarily due to an increase in construction services of 81.0%. Revenues per workload unit at the Acapulco airport increased by 28.5% from Ps. 205.0 in 2009 to Ps. 263.5 in 2010, primarily due to an increase in revenues from passenger charges and a decrease in workload units.

109

Table of Contents

At the Mazatlán airport, aeronautical revenues increased by 5.7% from Ps. 111.3 million in 2009 to Ps. 117.6 million in 2010, primarily due to an increase in revenues from both domestic and international passenger charges and an increase in charter flights. Non-aeronautical revenues increased at the Mazatlán airport by 5.2% from Ps. 33.2 million in 2009 to Ps. 34.9 million in 2010, due primarily to an increase in revenues from car parking of 8.8%. Total revenues increased by 40.4% from Ps. 152.8 million in 2009 to Ps. 214.5 million in 2010 at the Mazatlán airport, primarily due to an increase in aeronautical, non aeronautical and construction services revenues. Revenues per workload unit at the Mazatlán airport increased by 38.7% from Ps. 201.6 in 2009 to Ps. 279.5 in 2010, primarily due to an increase in revenues from passenger charges.

At the Culiacán airport, aeronautical revenues increased by 13.6% from Ps. 129.8 million in 2009 to Ps. 147.4 million in 2010, primarily due to an increase in revenues from domestic and international passenger charges. Non-aeronautical revenues did not change at the Culiacán airport, with Ps. 20.3 million in 2009 and 2010, due primarily to a decrease in advertising of 27.1% and an increase in all other revenues to offset that decrease. Total revenues increased by 25.1% from Ps. 165.4 million in 2009 to Ps. 206.9 million in 2010 at the Culiacán airport, primarily due to an increase in aeronautical revenues and revenues from construction services. Revenues per workload unit at the Culiacán airport increased by 25.4% from Ps. 150.3 in 2009 to Ps. 188.5 in 2010, primarily due to an increase in revenues from passenger charges and a decrease in workload units.

At the Chihuahua airport, aeronautical revenues increased by 20.5% from Ps. 96.2 million in 2009 to Ps. 116.0 million in 2010, primarily due to an increase in domestic airlines flights. Non-aeronautical revenues increased at the Chihuahua airport by 16.9% from Ps. 19.9 million in 2009 to Ps. 23.3 million in 2010, due primarily to an increase in revenues from car parking of 20.3%. Total revenues increased by 33.6% from Ps. 134.6 million in 2009 to Ps. 179.9 million in 2010 at the Chihuahua airport, due to an increase in passenger traffic of 83,156 passengers. Revenues per workload unit at the Chihuahua airport increased by 19.0% from Ps. 172.1 in 2009 to Ps. 204.9 in 2010, primarily due to an increase in revenues from passenger charges.

At the Zihuatanejo airport, aeronautical revenues decreased by 5.5% from Ps. 83.2 million in 2009 to Ps. 78.6 million in 2010, primarily due to a decrease in passenger traffic and Mexicana’s exit in August 2010. Non-aeronautical revenues increased at the Zihuatanejo airport by 9.2% from Ps. 15.1 million in 2009 to Ps. 16.5 million in 2010, due primarily to an increase in revenues from retail stores of 20.3%. Revenues decreased by 16.5% from Ps. 138.5 million in 2009 to Ps. 115.7 million in 2010 at the Zihuatanejo airport, primarily due to a decrease in aeronautical revenues and construction services. Revenues per workload unit at the Zihuatanejo airport decreased by 8.1% from Ps. 252.1 in 2009 to Ps. 231.6 in 2010, primarily due to a decrease in revenues from construction services, which if not considered, revenues per workload unit would have increased 6.4%, primarily due to an increase in revenues from retail stores.

At our other seven airports, aeronautical revenues increased by 11.2% from Ps. 311.2 million in 2009 to Ps. 346.1 million in 2010, primarily due to increases in domestic and international passenger charges and increases in domestic airline flights. Non-aeronautical revenues increased by 10.6% from Ps. 66.0 million in 2009 to Ps. 73.0 million in 2010, principally due to an increase in revenues from retail stores of 28.3%. Total revenues increased by 4.1% from Ps. 516.3 million in 2009 to Ps. 537.5 million in 2010 at our other 7 airports, primarily due to an increase in aeronautical and non aeronautical revenues. Revenues per workload unit at our other 7 airports increased by 4.9% from Ps. 193.8 in 2009 to Ps. 203.2 in 2010, primarily due to an increase in revenues from passenger charges and a decrease in workload units.

110

Table of Contents

Operating Results

Cost of Services

Cost of services increased 50.5%, in 2010 as compared to 2009, mainly as a result of increases in various categories of expenses, payroll expenses (from Ps. 121.2 million to Ps. 137.4 million) and utilities (from Ps. 99.2 million to Ps. 115.9 million) and the allowance for doubtful accounts (from Ps. 14.4 million to 174.4 million). As a percentage of total revenues, cost of services increased from 17.6% of revenues in 2009 to 25.4% of revenues in 2010, mainly reflecting the increase in allowance for doubtful accounts.

Administrative Expenses

Our administrative expenses consist primarily of administrative overhead costs, fees and expenses paid to consultants and other providers of professional services and other miscellaneous expenses. Administrative expenses increased from Ps. 331.0 million in 2009 to Ps. 379.3 million in 2010, principally due to the hiring of new administrative personnel, expenses related to preparing and negotiating the master devolpment plan for the next five year period and costs incurred for studies required for Aerodrome certification under ICAO standards as well as ISO 14001 and OSHAS 18001 certifications we are trying to obtain.

Technical Assistance Fee and Concession Tax

Our technical assistance fee decreased 7.9% to Ps. 47.6 million in 2010, as compared to Ps. 51.7 million in 2009, reflecting a decrease in our profitability in 2010. Our concession tax increased 8.8% from Ps. 94.8 million in 2009 to Ps. 103.1 million in 2010, reflecting our increase in revenues in 2010.

Depreciation and Amortization

Our 14% increase in depreciation and amortization, from Ps. 411.9 million in 2009 to Ps. 469.7 million in 2010, was principally due to the increase in improvements to our concessioned assets during 2010.

Construction Costs

Construction costs were Ps. 507.0 million in 2010, which decreased 20.9% from Ps. 640.9 million recorded in 2009, as a result of a lower level of capital investments to improve concessioned assets in 2010.

Income from Operations

On a consolidated basis, operating income decreased 15.8% to Ps. 471.1 million in 2010, as compared to Ps. 559.4 million during 2009. This decrease primarily reflected the 50.5% increase in cost of services and 14.6% in administrative expenses in 2010. Our operating margin decreased from 22.0% in 2009 to 17.8% in 2010.

111

Table of Contents

Operating Income by Airport

On an airport-by-airport basis, the principal contributors to operating income in 2010 were the Monterrey International Airport (Ps. 37.1 million), the Mazatlán International Airport (Ps. 9.7 million), the Culiacán International Airport (Ps. 8.9 million) and the Chihuahua International Airport (Ps. 8.1 million).

Operating income for the Monterrey airport decreased by 49.5% to Ps. 37.1 million in 2010 from Ps. 73.5 million in 2009, primarily due to a decrease in total revenues. Operating income per workload unit at the Monterrey airport decreased 52.3% to Ps. 6.3 in 2010 from Ps. 13.3 in 2009.

Operating income for the Acapulco airport decreased by 62.4% to Ps. 4.8 million in 2010 from Ps. 12.6 million in 2009, primarily due to an increase in costs of services and administrative expenses. Operating income per workload unit at the Acapulco airport decreased 57.2% to Ps. 6.4 in 2010 from Ps. 15.0 in 2009.

Operating income for the Mazatlán airport decreased by 51.8% to Ps. 9.7 million in 2010 from Ps. 20.2 million in 2009, primarily due to an increase in costs of services and administrative expenses. Operating income per workload unit at the Mazatlán airport decreased 52.4% to Ps. 12.7 in 2010 from Ps. 26.6 in 2009.

Operating income for the Culiacán airport decreased by 22.1% to Ps. 8.9 million in 2010 from Ps. 11.4 million in 2009, primarily due to an increase in costs of services. Operating income per workload unit at the Culiacán airport decreased 21.9% to Ps. 8.1 in 2010 from Ps. 10.3 in 2009.

Operating income for the Chihuahua airport decreased by 59.3% to Ps. 8.1 million in 2010 from Ps. 19.9 million in 2009, primarily due to an increase in costs of services. Operating income per workload unit at the Chihuahua airport decreased 63.8% to Ps. 9.2 in 2010 from Ps. 25.5 in 2009.

Operating income for the Zihuatanejo airport decreased by 40.7% to Ps. 4.7 million in 2010 from Ps. 7.9 million in 2009, primarily due to a decrease in revenues as compared to 2009. Operating income per workload unit at the Zihuatanejo airport decreased 34.8% to Ps. 9.3 in 2010 from Ps. 14.3 in 2009.

Operating income for our 7 other airports decreased by 18.8% to Ps. 26.2 million in 2010 from Ps. 32.3 million in 2009, primarily due to an increase in costs of services. Operating income per workload unit at the other 7 airports decreased 18.3% to Ps. 9.9 in 2010 from Ps. 12.1 in 2009.

Comprehensive Financing Result

Our net comprehensive financing result in 2010 resulted in a cost of Ps. 68.3 million, as compared to a cost of Ps. 22.1 million in 2009. This change resulted primarily from an increase in interest expense associated with additional financing. For example, in 2010 we increased the total amount of the long-term bank credit facility we entered into in 2009 and that is scheduled to mature in 2017, from Ps. 500 million to Ps. 700. In 2010, we entered into two long-term bank credit facilities for the amount of Ps. 200 million each, both scheduled to mature in 2018.

Income Taxes

We recorded an income tax benefit of Ps. 152.2 million compared to an expense of Ps. 77.8 million in 2009, principally as a result of decreases in our deferred tax liability from Ps. 1,108.0 million in 2009 to Ps. 859.6 million in 2010. This was offset by an increase in current ISR from Ps. 88.5 million in 2009 to Ps. 90.9 million in 2010, and a decrease in current IETU from Ps. 19.2 million in 2009 to Ps. 4.3 million in 2010.

112

Table of Contents

The decrease in our deferred tax liability resulted principally from the amortization of tax loss carryforwards in 2010, and reductions in the valuation allowance on deferred tax assets. In accordance with MFRS, each tax paying subsidiary records deferred income taxes based on its projections of whether they expect to pay ISR or IETU in future periods. We revise our projections on an annual basis, which in 2010 include the effects of the Master Development Plan and Maximum Rates for the 2011-2015 period approved in December 2010.

Our effective tax rate in 2009 was 14.2% and -38.1% in 2010.

Net Income

Net income in 2010 was Ps. 552 million, an increase of 17.6% as compared to the prior year period. Earnings per share were Ps. 1.3835, and earnings per ADS were Ps. 11.0680. Each ADS represents eight Series B shares.

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

Consolidated Revenues

Total revenues for 2009 were Ps. 2,537.3 million, 2.3% higher than the Ps. 2,481.3 million recorded in 2008, as a result of higher revenues from hotel services.

Aeronautical revenue decreased 5.6% to Ps. 1,527.0 million in 2009, as compared to Ps. 1,617.2 million in 2008, due primarily to a decrease in revenues from passenger charges from Ps. 1,234.0 in 2008 to Ps. 1,189.8 in 2009. This decrease in passenger charges was attributable to a decline in passenger traffic during the year. Aeronautical revenue per workload unit in 2009 was Ps. 124.75 compared to Ps. 115.12 in 2008, an increase of 8.4%.

Non-aeronautical revenue in 2009 were Ps. 354.0 million, which decreased 4.7% compared to Ps. 371.3 million recorded in 2008, principally due to decreases in revenues from car parking, which decreased 7.3% and was substantially offset by increases in other categories. Non-aeronautical revenue per terminal passenger increased by 16.3%, from Ps. 26.4 in 2008 to Ps. 30.7 in 2009, primarily due to the expansion and improvement of the commercial areas in our airports, including the opening and remodeling of retail stores in Chihuahua, Ciudad Juárez, and Acapulco, restaurants in Reynosa, Ciudad Juárez, and Durango, and the start of operations of currency exchange services in Monterrey terminal A, Acapulco, and Zihuatanejo among others.

The Terminal 2 NH Hotel started operations in August 2009, and recognized revenues of Ps. 15.3 million.

Revenues from construction services in 2009 were Ps. 640.9 million, increasing 30.1% from Ps. 492.8 million recorded in 2008, as a result of a higher level of capital investments to improve concessioned assets 2009.

Revenues by Airport

Aeronautical revenues decreased by 7.3% from Ps. 728.4 million in 2008 to Ps. 675.4 million in 2009 at the Monterrey airport, primarily due to route cancelations and Aviacsa´s exit in July 2009. Non-aeronautical revenues decreased at the Monterrey airport by 6.4% from Ps. 195.8 in 2008 to Ps. 183.2 million in 2009, primarily due to a decrease in food and beverage operations of 20.6%, and a decrease in passenger traffic. Revenues from construction services increased 48.4% from Ps. 261.2 million in 2008 to Ps. 387.5 million in 2009, primarily due to improvements to concessioned assets. As a result of the previously mentioned variances, total revenues increased by 5.1% from Ps. 1,185.4 million in 2008 to Ps. 1,246.1 million in 2009 at the Monterrey airport. Total revenues per workload unit at the Monterrey airport increased by 32.7% from Ps. 169.4 in 2008 to Ps. 224.9 in 2009, primarily due to an increase in revenues from construction services and a decrease in workload units.

113

Table of Contents

Aeronautical revenues decreased by 10.5% from Ps. 133.9 million in 2008 to Ps. 119.9 million in 2009 at the Acapulco airport, primarily due to flights and route cancellations by domestic airlines. Non-aeronautical revenues decreased at the Acapulco airport by 9.5% from Ps. 23.7 million in 2008 to Ps. 21.4 million in 2009, primarily due to a decrease in duty free sales of 35.4%, and a decrease in passenger traffic. Revenues from construction services increased 45.4% from Ps. 22.0 million in 2008 to Ps. 32.1 million in 2009, primarily due to improvements to concessioned assets. Total revenues decreased by 3.5% from Ps. 179.6 million in 2008 to Ps. 173.3 million in 2009 at the Acapulco airport, primarily due to a decrease in passenger traffic of 23%. Revenues per workload unit at the Acapulco airport increased by 25.1% from Ps. 163.9 in 2008 to Ps. 205.0 in 2009, primarily due to an increase in revenues from construction services and a decrease in workload units.

Aeronautical revenues increased by 4.3% from Ps. 106.6 million in 2008 to Ps. 111.3 million in 2009 at the Mazatlán airport, primarily due to an increase in revenues from international passenger charges. Non-aeronautical revenues increased at the Mazatlán airport by 2.0% from Ps. 32.6 million in 2008 to Ps. 33.2 million in 2009, primarily due to an increase in revenues from car parking of 17.1%. Revenues from construction services decreased 10.7% from Ps. 9.3 million in 2008 to Ps. 8.3 million in 2009, primarily due to improvements to concessioned assets. Total revenues increased by 2.9% from Ps. 148.5 million in 2008 to Ps. 152.8 million in 2009 at the Mazatlán airport, primarily due to an increase in aeronautical and non aeronautical revenues. Revenues per workload unit at the Mazatlán airport increased by 16.1% from Ps. 173.6 in 2008 to Ps. 201.6 in 2009, primarily due to an increase in revenues from passenger charges and a decrease in workload units.

Aeronautical revenues increased by 7.2% from Ps. 121.1 million in 2008 to Ps. 129.8 million in 2009 at the Culiacán airport, primarily due to an increase in revenues from domestic passenger charges. Non-aeronautical revenues increased at the Culiacán airport by 4.4% from Ps. 19.4 million in 2008 to Ps. 20.3 million in 2009, primarily due to an increase in advertising of 43.0%. Revenues from construction services increased 8.2% from Ps. 14.2 million in 2008 to Ps. 15.3 million in 2009, primarily due to improvements to concessioned assets. Total revenues increased by 6.9% from Ps. 154.7 million in 2008 to Ps. 165.4 million in 2009 at the Culiacán airport, principally due to an increase in aeronautical and non aeronautical revenues. Revenues per workload unit at the Culiacán airport increased by 10.7% from Ps. 135.8 in 2008 to Ps. 150.3 in 2009, primarily due to an increase in revenues from passenger charges and a decrease in workload units.

Aeronautical revenues decreased by 3.8% from Ps. 100.0 million in 2008 to Ps. 96.2 million in 2009 at the Chihuahua airport, primarily due to a reduction in domestic airlines flights. Non-aeronautical revenues decreased at the Chihuahua airport by 2.6% from Ps. 20.4 million in 2008 to Ps. 19.9 million in 2009, primarily due to a decrease in airfreight services of 29.7%. Revenues from construction services decreased 19.9% from Ps. 23.1 million in 2008 to Ps. 18.5 million in 2009, primarily due to lower improvements to concessioned assets. Total revenues decreased by 6.2% from Ps. 143.5 million in 2008 to Ps. 134.6 million in 2009 at the Chihuahua airport, mainly due to a decrease in revenues from construction services and passenger traffic of 11%. Revenues per workload unit at the Chihuahua airport increased by 6.1% from Ps. 162.2 in 2008 to Ps. 172.1 in 2009, primarily due to a decrease in workload units.

114

Table of Contents

Aeronautical revenues increased by 4.1% from Ps. 80.0 million in 2008 to Ps. 83.2 million in 2009 at the Zihuatanejo airport, primarily due to an increase in revenues from passenger charges. Non-aeronautical revenues decreased at the Zihuatanejo airport by 9.0% from Ps. 16.6 million in 2008 to Ps. 15.1 million in 2009, primarily due to a decrease in duty free sales of 19.1%. Revenues from construction services increased 265.4% from Ps. 11.0 million in 2008 to Ps. 40.1 million in 2009, primarily due to improvements to concessioned assets. Total revenues increased by 28.8% from Ps. 107.6 million in 2008 to Ps. 138.5 million in 2009 at the Zihuatanejo airport, primarily due to increases in revenues from construction services and aeronautical revenues. Revenues per workload unit at the Zihuatanejo airport increased by 52.0% from Ps. 165.9 in 2008 to Ps. 252.2 in 2009, primarily due to an increase in revenues from construction services and a decrease in workload units.

Aeronautical revenues at our other 7 airports decreased by 10.4% from Ps. 347.2 million in 2008 to Ps. 311.2 million in 2009, primarily due to reductions and cancellations of domestic and international airline flights. Non-aeronautical revenues decreased by 3.6% from Ps. 68.4 million in 2008 to Ps. 66.0 million in 2009, principally due to a decrease in revenues from car parking of 9.5%. Revenues from construction services decreased 8.5% from Ps. 152.0 million in 2008 to Ps. 139.1 million in 2009, primarily due to lower improvements to concessioned assets. Total revenues decreased by 9.0% from Ps. 567.7 million in 2008 to Ps. 516.3 million in 2009 at our other 7 airports, primarily due to a decrease in aeronautical and construction revenues. Revenues per workload unit at our other 7 airports increased by 10.3% from Ps. 175.7 in 2008 to Ps. 193.8 in 2009, mainly due to a decrease in workload units.

Operating Results

Cost of Services

Cost of services decreased 11.7%, in 2009 as compared to 2008, mainly as a result of decreases in various categories of expenses, payroll expenses (from Ps. 156.2 million to Ps. 146.0 million) and utilities (from Ps. 112.8 million to Ps. 99.2 million). As a percentage of total revenues, cost of services increased from 23.1% of revenues in 2008 to 24.1% of revenues in 2009, mainly reflecting the increase in costs (maintenance, safety, security and insurance) and decrease in revenues.

Administrative Expenses

Our administrative expenses consist primarily of administrative overhead costs, fees and expenses paid to consultants and other providers of professional services and other miscellaneous expenses. Administrative expenses increased from Ps. 269.9 million in 2008 to Ps. 331.0 million in 2009, mainly due to an increase in studies for the master devolpment plan for the next five year period as well as increased personnel expense as a result of the corporate reorganization that transferred most personnel to services subsidiaries, which is expected to improve operational efficiency.

Construction Costs

Construction costs were Ps. 641.0 million in 2009, increasing 30.1% from Ps. 492.8 million recognized in 2008, as a result of a higher level of capital investments to improve concessioned assets.

Technical Assistance Fee and Concession Tax

Our technical assistance fee decreased 7.0% to Ps. 51.7 million in 2009, as compared to Ps. 55.6 million in 2008, reflecting a decrease in our profitability in 2009. Our concession tax decreased 6.8% from Ps. 101.6 million in 2008 to Ps. 94.8 million in 2009, reflecting our decrease in revenues in 2009.

115

Table of Contents

Depreciation and Amortization

Our 12.3% increase in depreciation and amortization, from Ps. 366.7 million in 2008 to Ps. 411.9 million in 2009, was principally due to the increase in improvements to our concession properties during 2009.

Income from Operations

On a consolidated basis, operating income decreased 18.6% to Ps. 559.4 million in 2009, as compared to Ps. 687.4 million during 2008. This decrease primarily reflected the 4.6% decrease in our total revenues in 2009. Our operating margin decreased from 34.6% in 2008 to 29.5% in 2009.

Operating Income by Airport

On an airport-by-airport basis, the principal contributors to operating income in 2009 were the Monterrey International Airport (Ps. 73.4 million), the Chihuahua International Airport (Ps. 19.9 million), the Mazatlán International Airport (Ps. 20.2 million) and the Acapulco International Airport (Ps. 12.7 million).

Operating income for the Monterrey airport increased by 30.0% to Ps. 73.4 million in 2009 from Ps. 56.5 million in 2008, primarily due to a decrease in costs of services and administrative expenses. Operating income per workload unit at the Monterrey airport increased 64.2 % to Ps. 13.3 in 2009 from Ps. 8.1 in 2008.

Operating income for the Acapulco airport increased by 31.6% to Ps. 12.7 million in 2009 from Ps. 9.6 million in 2008, primarily due to a decrease in costs of services and administrative expenses. Operating income per workload unit at the Acapulco airport increased 70.6% to Ps. 15.0 in 2009 from Ps. 8.8 in 2008.

Operating income for the Mazatlán airport increased by 137.4% to Ps. 20.2 million in 2009 from Ps. 8.5 million in 2008, primarily due to an increase in revenues and a decrease in costs of services and administrative expenses. Operating income per workload unit at the Mazatlán airport increased 167.9 % to Ps. 26.6 in 2009 from Ps. 9.9 in 2008.

Operating income for the Culiacán airport increased by 341.0% to Ps. 11.4 million in 2009 from Ps. 2.6 million in 2008, primarily due to an increase in revenues and a decrease in costs of services and administrative expenses. Operating income per workload unit at the Culiacán airport increased 356.5 % to Ps. 10.3 in 2009 from Ps. 2.3 in 2008.

Operating income for the Chihuahua airport increased by 27.4% to Ps. 19.9 million in 2009 from Ps. 15.7 million in 2008, primarily due to a decrease in costs of services and administrative expenses. Operating income per workload unit at the Chihuahua airport increased 41.1% to Ps. 25.5 in 2009 from Ps. 17.7 in 2008.

Operating income for the Zihuatanejo airport increased by 39.2% to Ps. 7.9 million in 2009 from Ps. 5.6 million in 2008, primarily due to an increase in revenues and a decrease in costs of services and administrative expenses. Operating income per workload unit at the Zihuatanejo airport increased 64.4% to Ps. 14.3 in 2009 from Ps. 8.7 in 2008.

Operating income for our 7 other airports increased by 31.6% to Ps. 32.3 million in 2009 from Ps. 24.5 million in 2008, primarily due to a decrease in costs of services and administrative expenses. Operating income per workload unit at the other 7 airports increased 59.7% to Ps. 12.1 in 2009 from Ps. 7.6 in 2008.

116

Table of Contents

Comprehensive Financing Result

Our net comprehensive financing result in 2009 resulted in a loss of Ps. 22.1 million, as compared to a loss of Ps. 11.4 million in 2008. This change resulted primarily from an increase in interest expenses of Ps. 26.2 million in 2009.

Income Taxes

For 2009, income tax expense was Ps. 77.8 million, a decrease of 67.4% as compared to Ps. 238.9 million in 2008. The decrease in income taxes was principally the net result of a decrease in current income tax expense of Ps. 92.0 million as a result of a decrease in pre-tax income, an increase of Ps. 17.5 million in deferred regular income tax, an increase in current IETU expense of Ps. 13.8 million, and a decrease of Ps. 100.4 million related to the deferred tax effects of the new IETU Law enacted in 2007. We created a valuation allowance for the entire amount of tax loss carry forwards and recoverable asset taxes that can be offset against ISR taxable income in the calculation of the 2008 deferred taxes. We continued to record a deferred IETU liability in 2008 and 2009, which did not affect our cash flows. In the future some of our subsidiaries will only have to pay ISR, while others only IETU. We recognize deferred taxes based on the tax that we expect to pay in the future.

Our effective tax rate in 2008 and 2009 was 30.6% and 14.2% respectively.

Net Income

Net income in 2009 was Ps. 469.5 million, a decrease of 13.3% as compared to the prior year period. Earnings per share were Ps. 1.1889, and earnings per ADS were Ps. 9.5512. Each ADS represents eight Series B shares.

Liquidity and Capital Resources

Historically, our operations have been funded through cash flows from operations, and we have not incurred any significant indebtedness. In the last two years, we have also used debt to fund our operations. In the future, we plan to use additional long-term debt as part of our strategy to finance capital expenditures and to improve our net working capital. As of December 31, 2009 and December 31, 2010, we had Ps. 267.7 million and Ps. 312.8 million, respectively, of cash and cash equivalents.

In 2010, we generated Ps. 610.6 million in cash flows from operating activities, as compared to Ps. 448.8 million in 2009, principally due to decreases in accounts receivable on a year-over-year basis. Our cash flows used in investing activities during 2010 were Ps. 527.2 million for purchases of capital assets. Also, as part of our strategic investments, we acquired land reserves for the development and expansion of the Monterrey airport. Our cash flows used in financing activities were Ps. 38.3 million for payments of dividends and decreasing our short-term debt.

In 2009, we generated Ps. 448.8 million in cash flows from operating activities, as compared to Ps. 735.5 million in 2008, principally due to decreases in accounts payable. Our cash flows used in investing activities were Ps. 597.1 million for purchases of capital assets. Also, as part of the strategic investments, we acquired land reserves for the development and expansion of the Monterrey airport. Our cash flows used in financing activities during 2009 were Ps. 158.6 million mainly due to an increase in our long term debt.

117

Table of Contents

In 2008, we generated Ps. 735.4 million in cash flows from operating activities, as compared to Ps. 1,070.6 million in 2007, principally due to increases in some of our working capital accounts such as trade accounts receivable, recoverable taxes and other current assets, which decreased our cash balances in 2008 compared to 2007. Our cash flows used in investing activities during 2008 were Ps. 1,882.6 million for purchases of capital assets. Also, as part of the strategic investments, we acquired land reserves for the development and expansion of the Monterrey and Culiacán airports. Our cash flows used in financing activities were Ps. 352.1 million for payments of dividends and share repurchases.

In February, 2011, Aeroinvest repaid Merrill Lynch, Pierce, Fenner & Smith Incorporated the outstanding amounts under these credit facilities. As of today, Aeroinvest does not have any outstanding credit facilities that would require us to comply with covenants. However, in the future, Aeroinvest could enter into agreements that may require us to comply with certain covenants, which could include restrictions on our ability to create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions or otherwise change our business or make investments or capital expenditures outside of our master development plans.

Share Repurchase Program

Our share repurchase program started in October of 2007. On April 16, 2010, our shareholders approved repurchases up to Ps. 400 million. As of May 20, 2011, we had used Ps. 67.9 million to repurchase a total of 818,000 Series B shares in accordance with the share repurchase program. On April 14, 2011, our shareholders authorized the use of an amount of up to Ps. 400 million for repurchases of Series B shares during 2011.

Critical Accounting Policies

We prepare 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, and (iii) certain reported amounts of revenues and expenses during the reporting period. We base estimates and judgments on our historical experience 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 consolidated financial statements. We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

118

Table of Contents

Income Taxes

In conformity with NIF D-4, Accounting for Income Tax, Asset Tax and Employee Statutory Profit Sharing, of MFRS, a provision or benefit for income tax is recorded in the results of the year in which such tax expense or benefit is incurred. Deferred income tax assets and liabilities are recognized for temporary differences derived from comparing the accounting and tax values of assets and liabilities, plus any future benefits resulting from tax loss carry-forwards or any other tax credit. The resulting deferred tax provision or benefit is reflected in our consolidated statements of income. A deferred tax liability is recorded when there is a charge to results, and a deferred tax asset is recorded in the event of a credit to results.

Deferred employee statutory profit sharing resulting from the temporary differences between the accounting results and the taxable income from operations are recognized as a deferred employees’ statutory profit sharing asset or liability. The asset is recorded when there is a high probability that the asset will be realized and there is no evidence that such situation will change. On the balance sheet, the deferred employee statutory profit sharing is shown net of the deferred income tax.

The calculation and recognition of deferred taxes and the related valuation allowance for deferred taxes and asset taxes requires the use of estimates, which may be affected by the amount of our future taxable income, the assumptions relied on by our management and our results of operations.

We periodically evaluate the fairness of deferred tax assets or liabilities based on historical tax results and estimated tax profits, among others. A valuation allowance is recorded for any deferred tax assets that, in the opinion of our management, are not likely to be realized. Any change in our estimates may have an effect on our financial condition and results of operations.

Impairment in the Value of Long-Lived Assets

We must test for impairment in the value of long-lived assets 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. Impairment indicators considered for these purposes are, among others, operating losses or negative cash flows in the period if they are combined with a history of projections of losses, depreciation and amortization charged to the results, which in percentage terms in relation to revenues are substantially higher than that of previous years, obsolescence, reduction of the installed capacity, physical damages and other legal and economic factors.

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 cash flows generated by the asset, discounted using current interest rates.

Our management believes that we, together with our 13 airport subsidiaries, must be considered as an independent cash-generating unit, as all were part of the Central-North package included in the Mexican government’s bidding process. Under the privatization process, each airport concessionaire must operate its airport, regardless of its individual results. 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. We performed our impairment analysis for the year ended December 31, 2010, and did not record any impairment.

119

Table of Contents

Principal Differences Between MFRS and U.S. GAAP

Our consolidated financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP.

The principal differences between MFRS and U.S. GAAP as they relate to us are the treatment of our investments in our concessions and the rights to use our airport facilities, the treatment of SETA’s option and portion of shares held in trust, which are forfeitable, and the effects of deferred taxes. Each of these differences affects both consolidated net income and stockholders’ equity. See Note 23 to our audited financial statements for a discussion of these differences and the effect on our consolidated financial position and results of operation.

Off-balance Sheet Arrangements

We are not party to any off-balance sheet arrangements.

Tabular Disclosure of Contractual Obligations

Payments due by period

Total

Less than 1

year(2)

1-3 years

3-5 years

More than

5 years

(in millions of pesos)

Contractual Obligations

Master development programs

Ps. 3,096.8

Ps. 781.9

Ps. 1,973.5

(3)

Ps. 341.4

(3)

N/A

(3)

Purchase obligations(1)

209.3

40.6

125.6

43.1

N/A

Long Term Debt

1,094.9

135.5

444.1

434.7

Ps. 80.6

Total

Ps. 4,401.0

Ps. 958.0

Ps. 2,543.2

Ps. 819.2

Ps. 80.6

_______________

(1)

Reflects minimum fixed annual payment of U.S.$ 3 million required to be paid under our Technical Assistance Agreement, assuming an exchange rate of Ps. 12.38 per U.S. dollar which is the exchange rate as of December 30, 2010 published by the Federal Reserve Bank of New York and an annual U.S. inflation rate of 1.50% as reported by the U.S. Department of Labor, Bureau of Labor Statistics for 2010. The amount ultimately to be paid in any year will depend on our profitability.

(2)	Amount for less than one year corresponds to obligations for the remainder of 2011.

(3)	In 2010, the fifth year of our previous master development program, a negotiation took place with the Ministry of Communications and Transportation to determine the new master development program commitments for the 2011-2015 period.

Adoption of IFRS

All Mexican issuers (except financial institutions) are required to adopt IFRS as issued by the International Accounting Standards Board, as their accounting standard, no later than fiscal years beginning on or after January 1, 2012, with early adoption permitted. We adopted IFRS in our financial information as of January 1, 2011. Our transition period to IFRS begins on January 1, 2010. We have evaluated the impact that the adoption of IFRS will have on our financial position and results of operations. See Note 21 to our audited financial statements for a discussion of the estimated impacts on our consolidated financial position and results of operations resulting from the adoption of IFRS.

Item 6.

Directors, Senior Management and Employees

Directors

Our Board of Directors is responsible for the management of our business. Pursuant to our bylaws, our Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors and one alternate director, each of who is elected or ratified at the annual shareholders’ meeting. Under the Mexican Securities Market Law and our by-laws, at least 25% of our directors must be independent.

120

Table of Contents

Our bylaws provide that (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the participation agreement and the technical assistance agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock).

On April 14, 2011, the Shareholders’ Meeting was informed of Bernardo Quintana’s decision to step down as Chairman of the Board, and approved the election of José Luis Guerrero Álvarez as the new Chairman of the Board. Additionally, it was informed of the resignation of Manuel Francisco Arce Rincón as an Independent Director and approved the designation of Cristina Gil White as an Independent Member of the Board of Directors and of Diego Quintana Kawage as a Member of the Board of Directors.

The following table lists the members of the Board of Directors effective on April 14, 2011, along with their titles, dates of appointment and ages:

Name	Title	Director since	Age
José Luis Guerrero Álvarez	Chairman and Director	December 21, 2005	67
Luis Guillermo Zazueta Domínguez	Independent Director	October 2, 2006	65
Alberto Felipe Mulás Alonso	Independent Director	October 2, 2006	50
Salvador Alva Gómez	Independent Director	October 2, 2006	60
Cristina Gil White	Independent Director	April 14, 2011	34
Fernando Flores Pérez	Independent Director	April 29, 2007	65
Sergio Fernando Montaño León	Director	December 21, 2005	63
Diego Quintana Kawage	Director	April 14, 2011	40
Luis Fernando Zárate Rocha*	Director	September 22, 2000	67
Alonso Quintana Kawage*	Director	March 14, 2003	37
Jean Marie Chevallier*	Director	December 13, 2006	66
Jacques Follain*	Alternate Director	December 13, 2006	55

__________________

* Appointed by SETA

José Luis Guerrero Álvarez. Dr. José Luis Guerrero Álvarez has been a member of our Board of Directors since December 2005 and has acted as its Chairman since April 14, 2011. Dr. Guerrero has been Chief Executive Officer and Executive Vice President of Empresas ICA, S.A.B. de C.V. since January 1, 2007 and was previously its Chief Financial Officer and Executive Vice President. Between 1972 and 1979, he held positions as Planning Director of Combinado Industrial Sahagún, Technical Director of Roca Fosforica Mexicana and Technical Planning and Development Sub-manager at Lazaro Cardenas Las Truchas steel plant. He also worked at Wichman Wimet, Conventry (United Kingdom), Fábricas Automex and Industria del Hierro. In addition, Dr. Guerrero has been a member of the Board of Directors of Empresas ICA’s since 1990 and is an independent member of the Board of Directors of the Mexican Stock Exchange (BMV). He is also a former member of the Board of Directors of Banco Nacional de México, among other companies. Also, he has been a professor of Materials Science in the Engineering School of the UNAM and a professor of finance at the IPADE. Dr. Guerrero holds an engineering degree in Mechanical and Electrical Engineering from the Universidad Nacional Autónoma de México (UNAM), a diploma D’Ingenieur from Institut Superieur des Materiaux et de la Construction Mechanique of Paris, France, and both an M.S. and a Ph.D. in Engineering from the University of Illinois at Urbana-Champaign and has attended various executive courses at Harvard, Stanford, the University of Pennsylvania, the Instituto Tecnológico Autónomo de México (ITAM) and the Instituto Panamericano de Alta Dirección de Empresa (IPADE) Universities.

121

Table of Contents

Luis Guillermo Zazueta Domínguez. Mr. Luis Guillermo Zazueta Domínguez has been a member of our Board of Directors since December 2006. In 1971, Mr. Zazueta founded Despacho Zazueta Hermanos, S.C., a professional accounting firm advising a wide range of clients on accounting and tax matters. He is also on the Board of Directors of Seguros Argos S.A. de C.V., ANA Automóvil Club de México, A.C., Almacenadora Gomex and Astered Union de Credito. He is a member of the College of Certified Public Accountants and registered as a Fiscal Public Accountant at the Ministry of Finance and Public Credit, the Mexican Social Security Institute, INFONAVIT and the Federal District. Mr. Zazueta holds a degree in public accounting from the Universidad Iberoamericana.

Alberto Felipe Mulás Alonso. Mr. Mulás has been a member of our Board of Directors since December 2006. Mr. Mulás currently serves as director on the boards of several companies, including: Grupo Modelo, S.AB. de C.V., Empresas ICA, S.A.B. de C.V., Grupo Financiero Santander, Urbi Desarrollos Urbanos S.A.B. de C.V., Comex Group, México’s largest paint manufacturer and Sociedad Hipotecaria Federal, S.N.C. the government-owned mortgage development bank. Since January 2003, he has been the managing director of CReSCE Consultores, S.C., a consulting firm specializing in corporate finance, corporate governance and strategic planning. In January 2001, Mr. Mulás acted as undersecretary of housing at México’s social development ministry. In this role, Mr. Mulás created the country’s national housing commission and council, becoming the first Commissioner and a member of President Vicente Fox’s cabinet. From 1999 to 2001, Mr. Mulás was Managing Director at Donaldson, Lufkin & Jenrette Securities Corp. and was also Country Manager for Lehman Brothers, Inc. from 1992 to 1997. Mr. Mulás holds a degree in chemical engineering from the Universidad Iberoamericana and a Master’s in Business Administration from the Wharton School at the University of Pennsylvania.

Salvador Alva Gomez. Mr. Alva has been a member of our Board of Directors since December 2006. Mr. Alva worked for PepsiCo for 24 years; he was president of the food and beverage business division of PepsiCo Latin America, and was also a member of the Executive Committee. He is a member of the Boards of Directors of: Lamosa, 7- Eleven, Chapa Group, Metalsa, Alsea, ICA Enterprises, “EXEB” Businessmen’s Foundation for Basic Education, and the Latin American Business Council. Mr. Alva was President of the Mexican Association for Electronic Commerce. In 2005 he was recognized by Fortune Magazine as one of the most influential minority leaders in business. He holds a degree in chemical engineering from the Universidad Nacional Autónoma de México and a Master’s in Business Administration from the Universidad de las Américas. He is currently an independent entrepreneur running a business incubator and the author of the book: Your Life Your Best Business and Admired Company: The Recipe.

Cristina Gil White. Mrs. Cristina Gil White has worked broadly in the area of corporate social responsibility, environmental preservation, fundraising and scientific research. She has worked for a number of non-governmental organizations, as well as public and private sector firms, including Cemex México, Pronatura Noreste, A.C., IOS Offices, S.A. de C.V., Entorno Consultores, S.C. and RARE. She has a degree in chemistry from Universidad de las Américas in Puebla and a Masters in Environmental Systems from ITESM.

Fernando Flores Pérez. Mr. Fernando Flores Pérez has been a member of our Board of Directors since April 2007. He is also a member of the Board of Directors of Empresas ICA S.A.B. de C.V. He is also Chairman of the Board of Directors of GW Publishing, S.A. de C.V., which produces and markets the Spanish-language editions for México, Latin America, and the United States for the ESPN sports network. Mr. Flores is Founder and Managing Partner in EFE Consultores, S.C., and a strategic planning consultancy. In February 2009, Mr. Flores became a Senior Counselor at A.T. Kearney. During the government of Vicente Fox, he served as Executive Director and Chairman of the Board of the Mexican Social Security Institute (IMSS) from October 2005 until December 2006. From December 2004 to October 2005, he was Undersecretary of Labor, Security, and Social Security at the Ministry of Labor and Social Security. Mr. Flores joined Compañia Mexicana de Aviación in 1991 and served as Law and Administration Director from 1995 until 2004, when he became Executive Director and Chairman of the Board of Directors of the Compañia Mexicana de Aviación and Executive Vice president of Holding CINTRA, a company that was listed on the Mexican Stock Exchange. Mr. Flores has also served as Executive Director of Aerovías de México (Aeroméxico) from March to December 2004. From January 1997 to January 2000, he was the Chairman of the National Air Transportation Chamber. Mr. Flores holds a law degree from the Universidad Iberoamericana, and in 2004 he received the “Gold Master in Executive Leadership” award from the Executive Leadership Forum in Spain.

122

Table of Contents

Sergio Fernando Montaño León. Mr. Sergio F. Montaño León has been a member of our Board of Directors since December 2005. Mr. Montaño is member of the Board of Directors and Executive Vice President in charge of administration of Empresas ICA, S.A.B. de C.V. Since 1972, Mr. Montaño has served in various capacities in the management and finance areas of several companies within the Empresas ICA group. Previously, Mr. Montaño held various management positions with such Mexican companies as Trebol S.A. de C.V. and Cervecería Cuauhtémoc Moctezuma, S.A. de C.V. Mr. Montaño holds a degree in public accounting from the Universidad Nacional Autónoma de México, a Master’s degree in taxation from the Instituto para la Especialización de Ejecutivos and a Specialization in Insurance from the Instituto Tecnológico Autónomo de México. Mr. Montaño has been a member of the Mexican Institute of Financial Executives since 1997.

Diego Quintana Kawage. Mr. Diego Quintana Kawage has been a member of the Board of Empresas ICA since 2008, and is ICA’s representative for the Industrial Construction division and responsible for the Airports, Homebuilding, and Real Estate divisions and for strategic alliances. He joined ICA in 1995, and served as the General Director of ViveICA, ICA’s homebuilding company, from 2004 to 2009 and as Finance Director of ViveICA from 2000 to 2003. He holds an Economics degree from the Universidad Anahuac and has a Master’s in Business Administration from Stanford University.

Luis Fernando Zárate Rocha. Mr. Luis Fernando Zárate Rocha has been a member of our Board of Directors since September 2000. Mr. Zárate is also a member of the Board of Directors and an Executive Vice President of Empresas ICA, S.A.B. de C.V. Mr. Zárate oversees business development for Empresas ICA, as well as the operations of the airport operator SETA and Proactiva Medio Ambiente. Mr. Zárate has been affiliated with Empresas ICA for over 40 years, during which time he has worked in business development as well in construction and infrastructure projects. Mr. Zárate is also a member of the Board of Directors of Fundación ICA, S.C. Mr. Zárate holds a degree in civil engineering from the Universidad Nacional Autónoma de México, where he has been a professor of engineering since 1978.

Alonso Quintana Kawage. Mr. Alonso Quintana Kawage has been a member of our Board of Directors since March 2003. Mr. Quintana is a member of the Board of Directors of Empresas ICA, S.A.B. de C.V. and has served as that company’s Chief Financial Officer since January 1, 2007. Since joining Empresas ICA in 1994, he has served the company in various capacities, including Aeroinvest positions in its construction, corporate finance and project finance areas. In the finance group, Mr. Quintana has overseen various transactions, including those relating to the financing of a bond and syndicated credit for the El Cajon Hydroelectric Project, a bond for the Corredor Sur project in Panama, a long-term loan financing for the Irapuato-La Piedad highway public-private partnership, various public offerings by Empresas ICA in the international capital markets and Aeroinvest’s acquisition in 2005 of Series B shares currently representing 35.3% of our capital stock. Mr. Quintana received a degree in civil engineering from the Universidad Iberoamericana and a Master’s in Business Administration from the Kellogg School of Management at Northwestern University. Mr. Quintana is the son of the Chairman of the Board of Directors, Mr. Bernardo Quintana Isaac.

123

Table of Contents

Jean-Marie Chevallier. Mr. Jean-Marie Chevallier has served since December 2006 as Chairman of the Board and Chief Executive Officer of Aéroports de Paris Management (ADPM), the Aéroports de Paris (ADP) subsidiary that manages its overseas airports investments and operations. Previously, he was ADP’s Director of Planning for both Paris-CDG and Orly airports. He joined ADP in 1978 and until 1990 worked extensively on planning and engineering consulting for large overseas airport projects, including Jakarta-Cengkareng, Osaka-Kansai, Seoul-Incheon and more recently Dubai-Al Maktoum. Promoted to Vice-President in 1993, he was successively in charge of the Engineering Division, International Affairs and the CDG airport Facilities Division. Mr. Chevallier is a chartered civil engineer from Ecole Nationale des Ponts et Chaussees (Paris, 1968). Mr. Chevallier is a member and former Chairman of the ACI World Safety and Technical Committee and a member of the US TRB Airport Compatibility Committee. Mr. Chevalier is Member of the Boards of Directors of several companies that operate airports in Belgium, Jordan, and Mauritius.

Jacques Follain (Alternate Director for Mr. Chevallier). Mr. Jacques Follain is Managing Director of Aéroports de Paris Management (ADPM). Mr. Follain joined the Aéroports de Paris Group in 1998 and has played a key role in the development of ADP as an international airport operator in China, México, Egypt, Jordan, Belgium and Algeria. Prior to joining ADP, Mr. Follain held several positions in L’Oreal starting in 1987, including heading its México subsidiary, sales and marketing manager for Europe in the International Department, and responsibility for setting up the management information systems of the professional division. He also worked for six years as an organizational consultant at Arthur Andersen Consulting (Accenture). Mr. Follain is an aeronautical and telecommunications engineer, with degrees from the École Nationale Supérieure des Constructions Aéronautiques (Toulouse), the École Nationale Supérieure des Telecommunications (Paris) and a Master’s degree from Stanford University.

Executive Officers

Pursuant to our bylaws, the holders of Series BB shares are entitled to nominate and propose the removal of our chief executive officer and to appoint and remove our chief financial officer, our chief operating officer and our commercial director. The Series BB Directors are also entitled to appoint half of our executive officers, which appointment must be made in accordance with the Technical Assistance Agreement and the guidelines approved by our Board of Directors.

The following table lists our executive officers, their current position and their year of appointment as an executive officer.

Name	Current position	Executive officer since(2)	Age
Víctor Humberto Bravo Martín(1)	Chief Executive Officer	March 20, 2006	45
Stéphane Laurent Christian Lemoine(1)	Chief Operating Officer	July 19, 2010	49
José Luis Guerrero Cortés(1)	Chief Financial Officer	July 1, 2009	30
Manuel de la Torre Meléndez	General Counsel	January 1, 2004	47
Roberto Ontiveros Chávez	Infrastructure and Maintenance Director	July 22, 2008	46
Stéphane Taysse (1)	Commercial and Marketing Director	December 1,2009	38
Porfirio González Álvarez	Airports Director	April 26, 2006	60

(1)	Appointed by SETA as holder of Series BB shares.

(2)	Date of Appointment.

124

Table of Contents

Víctor Humberto Bravo Martín served as our Chief Financial Officer since March 2006 and in July 2009 he became our Chief Executive Officer. Prior to joining us, he occupied various positions in Empresas ICA, including Corporate Finance Director, Project Finance Director, Corporate Finance Analysis Manager and Corporate Economic Analysis Manager. Mr. Bravo holds a B.S. in economics from Instituto Tecnológico y de Estudios Superiores de Monterrey, a diploma in finance from Instituto Tecnológico Autónomo de México, an MBA from the Leonard N. Stern School of Business at New York University and an MBA from the Manchester School of Business. He has also completed various specialization courses in the areas of finance, management, airports and human resources.

Stéphane Laurent Christian Lemoine has served as our Chief Operating Officer since July 2010. Previously, Mr. Lemoine was involved in Aéroports de Paris Group international developments as an operations expert and also participated as Managing Director and Controller of Aéroports de Paris. He was involved in the process of transferring ADP SETA shares to Aéroports de Paris Management. Mr. Lemoine has a Master’s in Business Administration from the Dauphine University in Paris and has a strong background in airport operations and project financing.

José Luis Guerrero Cortés has served as our Chief Financial Officer since July 2009. Previously he worked as a summer associate at Goldman Sachs in the debt capital markets and derivatives groups, served as a financial analyst at Empresas ICA and as an assistant brand manager at Procter & Gamble in México. Mr. Guerrero also worked in the environmental research group of Veolia Environment in France and as a research engineer for Vulcan Chemicals in Kansas. Mr. Guerrero holds a degree in chemical engineering from the Universidad Iberoamericana, a diploma in Finance from Instituto Tecnológico y de Estudios Superiores de Monterrey and an MBA from the Harvard Business School.

Manuel de la Torre Meléndez has served as our General Counsel since January 2004. Prior to joining us, Mr. de La Torre was a senior associate at Thacher, Proffitt & Wood LLP, where he advised a variety of corporate clients with a particular focus on labor law. Mr. de la Torre was a professor of labor law and procedural labor law at the Instituto Tecnológico Autónomo de México and holds a law degree, magna cum laude, from the Universidad Nacional Autónoma de México. He is a member of the Mexican Bar Association and a plenary member and head of the México chapter of the Latin American Association for Airports and Space Law. He has also carried out studies in aeronautical and space law at McGill University, the University of Leiden, and Daniel Webster College, and he is the author of the First Airport Code for Latin America. Mr. de la Torre has been the Secretary of the Board of Directors since March 2007. He is now a member of the Royal Aeronautical Society, which in 2009 was in charge of the Mexican Chapter of the Latin American Association of Aeronautic and Space Law Presidency. He has been a guest speaker in many events and conferences concerning aeronautic and airport matters. In 2009, he obtained the first place in the 2009 Aeronautic and Space International Law Contest.

Roberto Ontiveros Chávez has served as our Infrastructure and Maintenance Director since July 2008. Previously, he was Construction Manager for Libra Desarrollos, S.A., Cementos del Yaqui, S.A and PROCASA, and Senior Engineer and Facilities Manager for the US Embassy in México. Mr. Ontiveros holds a B.S. in civil engineering from the Instituto Tecnológico y de Estudios Superiores de Monterrey, a Master’s Degree in Construction by Universidad Nacional Autónoma de México, a diploma in Project Management from the Project Management Institute, a diploma as a reinforced concrete inspector from the American Concrete Institute and a diploma on asbestos materials, among other specialization courses in the construction sector.

125

Table of Contents

Stéphane Taysse has served as Commercial and Marketing Director since December 2009. Prior to joining us he was Commercial Manager at ADP-Roissy Charles de Gaulle Airport since 2007. Previously he served as Manager in the Business Unit and as Project Manager at Galeries Lafayette during 8 years. He was also Head of the Department of Marks Spencer Department Stores. Mr. Taysse has a strong leadership and an extensive vision of the Commercial and Duty Free Market. He holds a Master’s Degree in International Sales and Marketing and a Bachelor of Business from the School of Toulouse.

Porfirio González Álvarez has served as our Airports Director since April 2006. Previously, he has served as our Business Unit Manager, as our Assistant Director of Operations and Development and as the Manager of our Monterrey International Airport. He has also served in various capacities in the Mexican federal government and the state government of Nuevo León. Mr. González holds a B.S. in civil engineering from the Universidad Autónoma de Nuevo León.

The business address of our directors and executive officers is our principal executive headquarters.

We announced on March 23, 2011 that the Board of Directors appointed Porfirio González as our new Chief Executive Officer. He will replace Victor Bravo, who is returning to become the CFO of Empresas ICA, S.A.B. de C.V. The change becomes effective July 1, 2011. The new Airports Director has not been appointed.

The following table lists executive officers effective July 1, 2011.

Name	Current position	Executive officer since(2)	Age
Porfirio González Álvarez(1)	Chief Executive Officer	July 1, 2011	60
Stéphane Laurent Christian Lemoine(1)	Chief Operating Officer	July 19, 2010	49
José Luis Guerrero Cortés(1)	Chief Financial Officer	July 1, 2009	30
Manuel de la Torre Meléndez	General Counsel	January 1, 2004	47
Roberto Ontiveros Chávez	Infrastructure and Maintenance Director	July 22, 2008	46
Stéphane Taysse (1)	Commercial and Marketing Director	December 1,2009	38

(1)	Appointed by SETA as holder of Series BB shares.

(2)	Date of Appointment.

Compensation of Directors and Executive Officers

For 2010, the aggregate compensation earned by our 21 officers (including executive officers and airport administrators) was approximately Ps. 49.6 million. At the shareholders’ meeting held on April 16, 2010 and the Shareholders’ meeting held on April 14, 2011, the Shareholders approved the following compensation for Directors and Executive Officers: each of the Chief Executive Officer, the Chief Financial Officer, the General Counsel and the permanent invitees and secretaries for each meeting of the board or special committee receives compensation in the amount of Ps. 40,000 and Ps. 44,000, respectively, net of any required withholding for each board meeting and corporate committee meeting attended. In addition, independent directors receive a fee of U.S.$ 250 net of any required withholding for each hour they dedicate to our affairs entrusted by the Board of Directors outside of board meetings and corporate committee meetings.

126

Table of Contents

None of our directors or executive officers are entitled to benefits upon termination under their service contracts with us, except for what is due them according to the Federal Labor Law (Ley Federal del Trabajo).

Committees

The Mexican Securities Law and our Bylaws provide that the Board of Directors may receive assistance from one or more Special Committees created directly by the Board of Directors or by the Chief Executive Officer in order to carry out the functions that the Mexican Securities Law and our Bylaws assign to the Board of Directors with respect to audit and corporate practices.

We previously had two separate Special Committees, a Corporate Practices Committee and an Audit Committee, both of which have been supporting the Board of Directors in carrying out its responsibilities and providing opinions on various matters as requested by the Board of Directors.

Considering the complexity of the projects that are being undertaken by us, which involve financial and planning matters, the Board of Directors resolved on March 10, 2009, to unify in a single Special Committee the current Audit and Corporate Practices Functions and to confer on the committee additional responsibilities for financial and planning matters, which such functions are to be exercised jointly so that the Board of Directors may take decisions with the support of an intermediate body. Such resolution was ratified by our shareholders’ meeting of April 24, 2009.

Our general shareholders’ meeting held on April 16, 2010 elected the Chairman of this Special Committee. The current members of the Special Committee are Luis Guillermo Zazueta Domínguez, Alberto Felipe Mulás Alonso, Fernando Flores Pérez and Manuel F. Arce Rincón. Luis Guillermo Zazueta Domínguez has been designated as an “audit committee financial expert” as defined by the Securities and Exchange Commission.

Our bylaws provide that the Committee or Committees responsible for the Audit and Corporate Practices Functions will be formed exclusively of Independent Directors and that a minimum of three members shall be appointed by the Board of Directors based on a recommendation from the Chairman of the Board all of whom must also be Independent Directors. Holders of the Series BB shares have the right to propose the appointment of at least one member.

If we are controlled by a shareholder or group of shareholders representing 50% (fifty percent) or more of our capital stock, the committee that conducts the Corporate Practices Functions will be formed by a majority of Independent Directors.

The Chairman of the Board of Directors will propose to the shareholders meeting one of the Independent Directors as a Chairman of the Special Committee, who should present the requirements of independence, experience, abilities and professional prestige in accordance with Articles 25, 26 and 43 of Mexican Securities Law.

The chairman of the Special Committee shall prepare an annual report to our Board of Directors with respect to the findings of such Special Committee, which must include the items mentioned in the “Financial and Planning Functions” section below.

Our shareholders’ meeting of April 3, 2008, in its amendments to the bylaws, eliminated the Nominations Committee, whose functions and responsibilities are now carried out by the Board of Directors.

127

Table of Contents

Audit Functions of the Unified Special Committee

The Special Committee, which is responsible for the Audit Functions and is formed exclusively of Independent Directors, has the following responsibilities: (i) selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor, (ii) supervising our external auditors and analyzing their reports, (iii) analyzing and supervising the preparation of our financial statements, (iv) informing the board of our internal controls and their adequacy, (v) requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Securities Market Law, (vi) informing the Board of Directors of any irregularities that it may encounter, (vii) receiving and analyzing recommendations and observations made by the shareholders, members of the Board of Directors, executive officers, our external auditors or any third party and taking the necessary actions, (viii) calling shareholders’ meetings, (ix) overseeing the execution of the shareholders’ and directors’ resolutions by the Chief Executive Officer in accordance with the instructions provided thereto by the shareholders or the directors and (x) providing an annual report to the Board of Directors.

The Chairman of the Special Committee responsible for Audit Functions shall prepare an annual report to our Board of Directors with respect to the findings of this Special Committee, which shall include (i) the status of the internal controls and internal audits and any deviations and deficiencies thereof, taking into consideration the reports of external auditors and independent experts, (ii) the results of any preventive and corrective measures taken based on results of investigations in respect of non-compliance of operating and accounting policies, (iii) the evaluation of external auditors, (iv) the main results from the review of our financial statements and those of our subsidiaries, (v) the description and effects of changes to accounting policies, (vi) the measures adopted as result of observations of shareholders, directors, executive officers and third parties relating to accounting, internal controls, and internal or external audits, and (vii) compliance of shareholders’ and directors’ resolutions.

Corporate Practices Functions of the Unified Special Committee

The Special Committee, which is responsible for the Corporate Practices Functions, has the following responsibilities: (i) providing opinions to our Board of Directors, (ii) requesting and obtaining opinions from independent experts, (iii) calling shareholders’ meetings, and (iv) assisting the board in the preparation of annual reports and other reporting obligations.

The chairman of the Special Committee shall prepare an annual report to our Board of Directors with respect to the findings of this Special Committee, which shall include (i) observations with respect to relevant directors and officers, (ii) the transactions entered into with related parties, (iii) the remunerations paid to directors and officers and (iv) any permissions granted for a director or officer to take advantage of a business opportunity.

Financial and Planning Functions

The Special Committee, which is responsible for the Financial and Planning Functions, has the following responsibilities: (i) analyzing the general principles for the determination of the strategic plan of the Company and the observance of such plan; (ii) evaluating and opining on the investment and financing policies of the Company propose it by the Chief Executive Officer; (iii) opining on the premises of the annual budget and the following of its application, such as its control system; (iv) analyzing and evaluating the risks factors of the Company, such as the mechanisms for its control; (v) evaluate that the investment and financing policies are consistent with the strategic plan of the Company; and (vi) evaluate that the financing projects are consistent with the strategic plan of the Company.

128

Table of Contents

Employees

As of December 31, 2010, we had approximately 996 employees. The total number of employees increased by 0.1% in 2009 and by 2.47% in 2010, due primarily to the addition of personnel for the operation and administration of our Terminal B at the Monterrey airport. At December 31, 2010, approximately 580 of our employees were unionized.

During 2008, we carried out a corporate restructuring through the establishment of a new subsidiary, Operadora de Aeropuertos del Centro Norte, S.A. de C.V. (“OACN”). As a result, on August 7, 2008, employees ceased their employment with the individual airports and became employees of OACN. OACN assumed all labor obligations. We provisioned Ps. 6.8 million as of December 31, 2008, for the costs related to the assumption of such labor obligations by OACN.

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 period indicated.

Employees

	December 31,
	2008		2009(2)		2010
Categories of activity:
Airport operations		510		515		523
Airport maintenance		151		159		167
Administration(1)		302		298		306

Geographic location:
Acapulco		93		90		89
Ciudad Juárez		51		52		50
Culiacán		56		57		55
Chihuahua		62		62		63
Durango		41		42		41
Mazatlán		71		68		68
Monterrey		182		192		218
Reynosa		34		34		33
San Luis Potosí		43		42		43
Tampico		58		58		58
Torreón		50		50		51
Zacatecas		43		42		43
Zihuatanejo		47		48		47
Servicios Aeroportuarios del Centro Norte, S.A. de C.V.		140		135		137
Total(1)		971		972		996

__________________________

(1)

As of December 31, 2008, 2009 and 2010, includes 411, 457 and 416 persons respectively, employed by Servicios Aeroportuarios del Centro Norte, S.A. de C.V., our administrative services subsidiary.

(2)

As of June 2008, Operadora de Aeropuertos del Centro Norte S.A de C.V. and Servicios Aeroportuarios del Centro Norte S.A. de C.V., due to a corporate reorganization, employed the operative and administrative employees of all airports

All of our unionized employees are members of local chapters of the Mexican National Union of Airport and Auxiliary Services Workers, 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 (Grupo Aeroportuario del Sureste, S.A. de C.V.), the México City Group (Grupo Aeroportuario de la Ciudad de México), and the Pacific Group (Grupo Aeroportuario del Pacifico, S.A. de C.V.) operating in México. Labor relations with our employees are governed by 13 separate collective labor agreements, each relating to one of our 13 airport subsidiaries, and negotiated by the local chapter of the union. As is typical in México, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years.

129

Table of Contents

We maintain a savings plan available to all of our employees pursuant to which the employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee’s contribution. Employees are entitled to withdraw the funds in their accounts on an annual basis. In 2008, 2009 and 2010, we made a total of Ps. 36.5 million, Ps. 36.4 million and Ps. 45.2 million, respectively, in payments to employees’ accounts pursuant to the savings plan.

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 Ministry of Finance and Public Credit.

Item 7.

Major Shareholders and Related Party Transactions

MAJOR SHAREHOLDERS

Aeroinvest is our controlling shareholder. Aeroinvest directly owns 167,702,700 of our Series B shares that represent 41.9% of our outstanding capital stock. Aeroinvest also directly owns 331,972,000 Series A shares of SETA that represent 74.5% of its capital stock. SETA in turn owns 58,800,000 of our Series BB shares and 8,000,000 Series B shares that collectively represent 16.7% of our capital stock. Consequently, Aeroinvest is the beneficial owner of 54.4% of our capital stock.

In November of 2006, a Mexican trust established by NAFIN, or the NAFIN Trust, acting pursuant to the instructions of the Ministry of Communications and Transportation, sold 48.02% of our outstanding capital stock through a global public offering of shares in the form of American Despositary Shares, or ADSs, and Series B Shares, concurrently in the United States and México. The net proceeds from the sale of the shares were paid to the Mexican government. 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 May 20, 2011:

	Number of shares				Percentage of total share capital
Identity of stockholder	B Shares		BB Shares		B Shares			BB Shares

Aeroinvest(1)		167,702,700		-----		41.9	%		-----
SETA(2)		8,000,000		58,800,000		2.00	%		14.7	%
Public		165,009,400		-----		41.3	%		-----
Officers and Directors		487,900		-----		0.1	%		-----

(1)	In addition to the Series B shares it directly owns, Aeroinvest may be deemed to beneficially own all of our shares owned by SETA by virtue of its ownership of 74.5% of SETA’s capital stock. Aeroinvest and SETA are subsidiaries of ICA.

(2)	Held in trust with Bancomext. Aeroinvest and SETA are subsidiaries of ICA.

130

Table of Contents

Arrangements relating to SETA

The rules governing the sale of our Series BB shares to SETA required that SETA place all of its Series BB shares in a trust in order to guarantee SETA’s performance of its obligations under the Technical Assistance Agreement and SETA’s commitment to maintain its interest in us for a specified period. Accordingly, SETA has placed its shares in a trust with Bancomext or the Bancomext Trust. Pursuant to our bylaws, the Technical Assistance Agreement, the Participation Agreement, and the Bancomext Trust, SETA was required to retain at least 51% of our shares until June 14, 2007, after which it became entitled to transfer up to one eighth of this 51% during each year thereafter. The terms of the Bancomext Trust will be extended for an additional 15 years if, at the end of the initial 15-year term, SETA holds shares representing more than 10% of our capital stock. SETA may terminate the Bancomext Trust before the second 15-year term begins if: (i) SETA holds less than 10.0% of our capital stock at the end of the initial term; and (ii) the Technical Assistance Agreement has been terminated. If the Bancomext Trust is not terminated within the second 15-year term, SETA is required to instruct Bancomext to transfer the shares to a new trust. SETA is required to deposit in the trust any additional shares of our capital stock that it acquires.

Pursuant to our bylaws, SETA (as holder of our Series BB shares) has the right to present the Board of Directors the name or names of the candidates for appointment as our chief executive officer, to appoint and remove half of our executive officers, which currently include our chief financial officer, chief operating officer and commercial director to elect three members of our Board of Directors and to propose the appointment of at least one member of each of our committees. SETA (as holder of our Series BB shares) also has the right pursuant to our bylaws to veto certain actions requiring approval of our stockholders (including the payment of dividends, the amendment of our bylaws and the amendment of its right to appoint certain members of our senior management). Additionally, most matters voted on by the Board of Directors require the affirmative vote of the directors appointed by the holder of our Series BB shares. In the event of the termination of technical assistance agreement, the Series BB shares would be converted into Series B shares, resulting in the termination of all of SETA’s special rights. If at any time before June 14, 2015 SETA 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 its other special rights would be unaffected). If at any time after June 14, 2015 SETA were to hold less than 7.65% of our capital stock in the form of Series BB shares, such shares must be converted into Series B shares, which would cause SETA to lose all of its special rights. As long as SETA retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after June 14, 2015, all of its special rights will remain in place. In addition, shareholders of SETA have allocated among themselves certain veto rights relating to the exercise by SETA of its veto and other rights, which increases the risk of impasse at the shareholders meeting of SETA 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 SETA and us, such as approval of certain related party transactions by our Special Committee.

Under the terms of the Participation Agreement and the Bancomext Trust, (i) SETA’s key partners, currently ADPM and Aeroinvest, are required jointly to maintain at least 51% ownership of SETA until June 14, 2015, (ii) Aeroinvest must maintain at least a 25.5% ownership interest in SETA until such date and (iii) ADPM must maintain at least a 10.0% ownership interest in SETA until such date. To the extent that a key partner acquires shares of SETA in excess of its above-referred interest, such additional interest may be sold without restriction. There can be no assurance that the terms of the Participation Agreement or the Bancomext Trust would not be amended to reduce or eliminate these ownership commitments. If SETA or any of its stockholders defaults on any obligation contained in the trust agreement, or if SETA defaults on any obligation contained in the Participation Agreement or the Technical Assistance Agreement, after specified notice and cure provisions, the Bancomext Trust provides that the trustee may sell 5.0% of the shares held in the trust and pay the proceeds of such sale to us as liquidated damages.

131

Table of Contents

Pursuant to the consortium agreement entered into among ADPM, Aeroinvest and VASA S.A. (a corporation organized under the laws of France, VASA) on May 16, 2000 as amended and restated, or the consortium agreement, the shareholders of SETA agreed that ADPM shall have the right to appoint one member of our Board of Directors and that Aeroinvest shall have the right to appoint up to three directors, the third of whom must satisfy the independence criteria of the Sarbanes-Oxley Act of 2002. The right to appoint certain of our officers under the consortium agreement is allocated as follows: Aeroinvest shall appoint our chief executive officer, chief financial officer, human resources director (subject to the approval of ADPM) and general counsel; ADPM shall appoint our chief operating officer, our commercial director and our chief safety and quality control officer (subject to the approval of Aeroinvest).

Aeroinvest and ADPM have also agreed that:

Aeroinvest will select two members of our Special Committee responsible for Audit Functions; and

Aeroinvest and ADPM will jointly select at least one member of our Special Committee responsible for Corporate Practices Functions.

The consortium agreement also requires the unanimous vote of Aeroinvest and ADPM to approve: (i) the pledging or creation of a security interest in any of our shares held by SETA and the shares issued by SETA; (ii) any amendments to SETA’s bylaws or the SETA shareholders’ agreement; (iii) our merger, split, dissolution or liquidation; (iv) the amendment or termination of our bylaws, the Participation Agreement, the technical assistance agreement, the technology transfer agreement or related ancillary agreements; (v) changes in our capital structure; (vi) the conversion of our Series BB shares into our Series B shares; and (vii) any sale or transfer of shares of SETA.

Under the consortium agreement, transfers by either of Aeroinvest or ADPM of its shares in SETA to an unaffiliated third party are subject to limited rights of first refusal in favor of the non-transferring shareholder, and such transfers by Aeroinvest are subject, under certain conditions, to tag-along rights in favor of ADPM. In addition, the consortium agreement includes put and call options in respect of shares of SETA held by Aeroinvest, whereby, from June 14, 2009 through the later of June 14, 2015 and the date that is six months following the termination of the technical assistance agreement, under certain conditions, ADPM may require Aeroinvest to purchase all or a portion of shares of SETA held by ADPM, and in the event of the parties’ inability to resolve definitely a matter to be decided by the Board of Directors or shareholders of SETA, Aeroinvest may require ADPM to sell to Aeroinvest all or a portion of shares of SETA held by ADPM.

Arrangements relating to Aeroinvest

In June 2005, SETA assigned to Aeroinvest an option to purchase Series B shares representing 36% of our then-outstanding capital stock (currently equivalent to 35.3% of our capital stock). Aeroinvest purchased these shares from the Mexican government in December 2005 pursuant to this option, acquiring 141,120,000 Series B shares at an aggregate purchase price of U.S.$ 203.3 million (Ps. 2,165.4 million) (determined based on an initial price per share of U.S.$ 1.13 (Ps. 11.0198) plus an annual 5% premium, subject to decreases for any dividends declared and paid by us). The acquisition of these Series B Shares was financed through credit facilities. These credit facilities were amended and restated to, among other things, increase the amount of the facility and the amount borrowed thereunder in October 2006 and again in April 2007. Aeroinvest subsequently purchased additional Series B shares representing 6.7% of our capital stock. Aeroinvest entered into agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated to refinance its existing credit facilities in June 2007. In connection therewith, Aeroinvest assigned its economic interests (including its right to receive dividends) in its Series B shares representing 42.0% of our capital stock as well as 74.5% of the Series A shares of SETA.

132

Table of Contents

On June 22, 2007, Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fiduciaria entered into a voting agreement pursuant to which Aeroinvest agreed to vote its Series B shares currently representing 42.0% of our capital stock as a bloc in the same way SETA votes its shares of our capital stock at all ordinary and extraordinary shareholders meetings, subject to certain exceptions set forth in the agreement. An English translation of this agreement is filed as an exhibit to this Form 20-F.

In February, 2011, Aeroinvest repaid Merrill Lynch the totality of its credit facilities.

RELATED PARTY TRANSACTIONS

Arrangements with SETA and its Affiliates

The rules for the sale to SETA of the Series BB shares previously owned by the Mexican government required us to enter into a Participation Agreement with SETA and the Ministry of Communications and Transportation, which established the framework for certain related agreements: the Option Agreement, the Technical Assistance Agreement and the Bancomext Trust. Our Board of Directors approved these agreements, in accordance with our Related Party Guidelines.

Under the Technical Assistance Agreement, SETA provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee which in 2010 amounted to Ps. 47.6 million (U.S.$ 3.8million). The agreement provides us an exclusive license in México to use all technical assistance and expertise transferred to us by SETA or its stockholders during the term of the agreement. The agreement has an initial term of approximately 15 years beginning June 14, 2000 and expiring on the date of the expiration of the Participation Agreement, or June 14, 2015. 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. A decision by us not to renew the Technical Assistance Agreement is subject to the approval of the holders of a majority of our Series B shares that are not owned by SETA or any of its affiliates. A party may terminate the Technical Assistance Agreement prior to its expiration date upon non-compliance with its terms by the other party. SETA provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the master development programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

The Technical Assistance Fee for 2000 and 2001 was fixed at U.S.$ 5 million. Subsequent to January 1, 2003, the Technical Assistance Fee is equal to the greater of U.S.$ 3 million adjusted annually for inflation since June 14, 2006 (measured by the U.S. consumer price index) or 5% of our annual consolidated operating income (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 SETA to increase our annual consolidated earnings. SETA is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

133

Table of Contents

The Technical Assistance Agreement allows SETA, its stockholders and their affiliates to render additional services to us only if our Special Committee determines that these related persons have submitted an arm’s length bid in a public bidding process. For a description of this committee, see “Item 6. Directors, Senior Management and Employees—Committees.”

In 2008, 2009 and 2010 we recognized expenses of U.S.$ U.S.$ 4.1 million, U.S.$ 3.9 million and U.S.$ 3.8 million, respectively, pursuant to the technical assistance agreement plus additional nominal expenses paid to SETA and its affiliates.

Under the Option Agreement, SETA was granted options to subscribe for newly issued Series B shares representing 3% of our capital stock. These options were originally exercisable in three tranches of 1% each, the first one of which expired unexercised and the second and third of which were exercised in 2006 at the price of U.S.$ 1.3527 (Ps. 14.6735) per share (determined based on an initial price per share of U.S.$ 1.1286 plus an annual 5% premium, subject to decreases corresponding to dividends declared and paid by us).

Arrangements with Aeroinvest and its Affiliates

Our parent company Aeroinvest entered into agreements with Merrill Lynch, Pierce, Fenner & Smith Incorporated to refinance its existing credit facilities in June 2007. In connection with the Merrill Lynch refinancing, Aeroinvest assigned its economic interests (including its right to receive dividends) with respect to its Series B shares currently representing 42.0% of our capital stock as well as 74.5% of the Series A shares of SETA. Aeroinvest purchased additional Series B Shares representing 6.7*% of our capital stock ever since. Although we were not parties to the refinancing agreements previously mentioned, the refinancing agreements required us to comply with certain restrictions on our ability to create liens, incur indebtedness, sell, transfer or encumber assets, engage in merger transactions, make investments or capital expenditures outside our master development plans.

In February, 2011, Aeroinvest repaid Merrill Lynch, Pierce, Fenner & Smith Incorporated the outstanding amounts under these credit facilities. As of today, Aeroinvest does not have any outstanding credit facilities that would require us to comply with covenants. Yet, in the future, Aeroinvest could enter into agreements that may require us to comply with certain covenants. Aeroinvest’s economic interests with respect to these or any other additional Series B Shares purchased by Aeroinvest may become subject to an assignment under the terms of any future refinancing documents in certain circumstances.

Arrangements with Other Affiliates

We periodically engage ICA and its affiliates to provide construction and related services to us. In 2010, we contracted Ps. 76.1 million for services to be provided by ICA and its affiliates periodically. In accordance with our Related Party Guidelines, such agreements were approved by our Board of Directors upon the recommendation of our Special Committee responsible for Corporate Practices Functions and in accordance with the Mexican Securities Law. The Committee considered these agreements to be arm’s length contracts based on the evaluation of these contracts by the engineering companies Desarrollo de Ingeniería Civil y Tecnológica S.A. de C.V. (DICTEC), represented by Jorge Moreno Anaya and Civil Engineer Martin G. Rodriguez Lara, and Supervision Rocal, S.C., represented by Juan Visoso del Valle. Both companies are independent experts contracted by us to evaluate offers made by ICA. They determined that ICA’s offers were consistent with market prices.

In 2010, we entered into an agreement with ICA for Ps. 24.3 million for construction work on the new NH Hotel of the T2 México City International Airport. In addition, we entered into a service agreement with ICA for the rehabilitation and maintenance of runways and aprons of our airports for the amounts indicated in the table below.

134

Table of Contents

Airport	Month	Amount (million of pesos)
Aeropuerto de Mazatlán, S.A. de C.V.	April	1.2
Aeropuerto de Monterrey, S.A. de C.V.	Jan to Nov	36.3
Aeropuerto de San Luis Potosí, S.A. de C.V.	April	0.4
Aeropuerto de Zacatecas, S.A. de C.V.	January	13.9
Total		51.8

Item 8.

Financial Information

See “Item 18. Financial Statements” beginning on page F-1.

LEGAL PROCEEDINGS

General

We are involved in certain legal proceedings from time to time that are incidental to the normal conduct of our business. In addition, the Mexican Airport and Auxiliary Services Agency is currently engaged in some legal proceedings related to our airports, none of which is expected to have a material adverse effect on our business.

Disputed land ownership at Ciudad Juárez International Airport

Parties purporting to be former owners of land comprising a portion of the Ciudad Juárez International Airport initiated legal proceedings against the airport to reclaim the land, alleging that it was improperly transferred to the Mexican government. As an alternative to recovery of this land, the claimants also sought monetary damages of U.S.$ 120 million. On May 18, 2005 a Mexican court ordered us to return the disputed land to the plaintiffs. However that decision and three subsequent constitutional claims (juicios de amparo) permitted the ruling to be reconsidered, and as a result of such constitutional claims, the original claimants must now include the Ministry of Communications and Transportation as a party to the litigation since the Ministry of Communications and Transportation is the grantor of the concession title to the Ciudad Juárez Airport. On August 28, 2009, the Federal Government filed its answer to the claim, in which it requested that the trial be moved to Federal Jurisdiction. In May 2010, the Court of Appeals granted the Federal Government’s request, giving the Federal Courts jurisdiction to hear the lawsuit. The Plaintiffs filed a constitutional claim against this ruling before the District Court in Chihuahua. On November 29, 2010, the District Court in Chihuahua confirmed the ruling. The Plaintiffs filed an appeal (recurso de revision) before the Federal Circuit Court. This petition is still pending. In the event that any subsequent action results in a decision substantially similar to the May 18, 2005 court order or that is otherwise adverse to us, and the Mexican government does not subsequently exercise its power of eminent domain to retake possession of the land for our use, which we believe the terms of our concessions would require, our concession to operate the Ciudad Juárez International Airport would terminate. In 2010, the Ciudad Juárez International Airport represented 5.2% of our consolidated total revenue. Although we believe and have been advised by the Ministry of Communications and Transportation that under the terms of our concessions the termination of our Ciudad Juárez concession would not affect the validity of our remaining airport concessions and that the Mexican federal government would be obligated to indemnify us against any monetary or other damages resulting from the termination of our Ciudad Juárez concession or a definitive resolution of the matter in favor of the plaintiffs, there can be no assurance that we would be so indemnified.

135

Table of Contents

Property tax claims

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 only the owners of the land should be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated in the terms of our concessions. The Mexican government has not acknowledged an obligation to pay such taxes, however, and changes to the Mexican Constitution and other applicable laws could render it liable to municipalities for property taxes in the future. We cannot predict the amount of any such future tax liabilities or the criteria that would be used to determine them. If such changes were to occur and any amounts owed were substantial, these resulting tax liabilities could have a materially adverse effect on our consolidated financial condition or results of operations.

Relocation of a cargo tenant at Monterrey International Airport

As part of the expansion and modernization of cargo operations at Monterrey International Airport, we have entered into agreements with most of our cargo customers and the Mexican customs authorities under which they have agreed to relocate their operations to new facilities. Braniff Air Freight and Company, S.A. de C.V., or Braniff, a cargo customer that leases a portion of the area originally dedicated to customs activities at the airport from Mexican customs authorities, filed a claim in January 2004 challenging the validity of our relocation agreement with the Mexican customs authorities. Although Braniff’s claim was dismissed, it has refused to vacate the space it occupies. We brought a claim against the Mexican customs authorities seeking to cause them to relocate Braniff, and a Mexican court recently entered an initial judgment in our favor. The Mexican customs authorities did not appeal such initial judgment and we are currently requesting the execution of the court’s order against the customs authorities. Braniff and other cargo customers (Levisa, Salvador Daw Vidal and Braniff Despachos Advanales) challenged our efforts to seek this enforcement and obtained a suspension of the court order against the Mexican customs authority until the fulfillment of the court resolution. On December 8, 2008, the constitutional trials (or juicios de amparo) filed by Braniff and other cargo customers were dismissed, and, as a consequence, the prior judgment should be executed by the Court against the customs authorities in the near future. On October 30, 2009, the Mexican customs authority agreed with us and relocated in the new customs area by itself. Braniff filed a new constitutional trial against the relocation of the customs authority, which as of May 10, 2011, was resolved denying Braniff’s request. On April 18, 2011, the Mexican customs authorities partially complied with the sentence ordered by the court, delivering part of the Monterrey Airport surface. For that reason, Braniff filed a new constitutional trial, dated May 17, 2011, which is still pending.

136

Table of Contents

Outstanding amounts due from Airlines that suspended operations at our airports

Following the cessation of operations by Aerocalifornia, Avolar, Azteca, Aladia and Alma, we initiated legal proceedings against such airlines to recover outstanding amounts due, including rent, airport fees and passenger charges.

Aerocalifornia operated at the Culiacán, Ciudad Juárez, Chihuahua, Durango, Mazatlán, Monterrey and Torreón airports and suspended its operations as a result of a suspension by the Mexican regulatory authorities on July 24, 2008. As of March 31, 2011, this airline owed us a total amount of Ps. 4.2 million.

Avolar operated at the Acapulco, Culiacán, Durango and Zacatecas airports and suspended its operations as a result of a suspension by the Mexican regulatory authorities on August 5, 2008. As of March 31, 2011, this airline owed us a total of Ps. 0.5 million.

Azteca Airlines operated at the Acapulco, Ciudad Juárez, Culiacán, Chihuahua, Monterrey and Zacatecas airports and suspended its operations as a result of a suspension by the Mexican regulatory authorities on March 26, 2007. This airline also completely suspended its operations on October 10, 2007, which could further affect its financial conditions and its ability to repay us. As of March 31, 2011, this airline owed us a total amount of Ps. 3.6 million.

Aladia operated at the Monterrey airport throughout the year and at the Ciudad Juárez, Chihuahua and Mazatlán airports in the summer months and suspended its operations on October 21, 2008. As of March 31, 2011, this airline owed us a total amount of Ps. 0.7 million. Aladia paid us a total of Ps. 4.0 million of airport services and passenger charges on November 6, 2008.

Alma operated at the Ciudad Juárez, Chihuahua, Mazatlán, Reynosa, Tampico, Torreón and Zihuatanejo airports and suspended its operations on November 7, 2008. As of March 31, 2011, this airline owed us a total amount of Ps. 21.9 million. A Federal Court declared this airline’s bankruptcy on March 20, 2009, which could further affect its financial conditions and its ability to repay us.

137

Table of Contents

On August 3, 2010, Mexicana de Aviación announced that it filed for bankruptcy protection (Concurso Mercantil) in México and that it also sought bankruptcy protection in the United States. On August 27, 2010, Grupo Mexicana announced the indefinite suspension of operations of Mexicana de Aviación, Click Mexicana, and Mexicana Link. On September 7, 2010, Mexicana Click and Mexicana Link (subsidiaries of Grupo Mexicana) filed for bankruptcy protection in México. During the first six months of 2010, Grupo Mexicana generated 16.6% of our total passenger traffic, of which 7.6% was accounted for solely by Mexicana de Aviación. Grupo Mexicana generated 17.3% of our domestic passenger traffic, including 7.2% from Mexicana de Aviación. In terms of international traffic, Grupo Mexicana generated 13.1% of traffic, of which Mexicana de Aviación accounted for 9.3%. Grupo Mexicana generated 12.2% of our revenues during the first six months of 2010, of which Mexicana de Aviación accounted for 5.9%. In November 2010, we filed a motion (incidente de separaciòn de bienes) against Grupo Mexicana to recover the passenger charges that Grupo Mexicana collected for us. As of December 31, 2010, the total amount owed to us by Grupo Mexicana amounted to Ps. 143.1 million, 93% of which represented passenger charges, and as of March 31, 2011, the total amount owed increased to Ps. 144.2 million. There can be no assurance that these amounts will be recovered.

The amounts mentioned above do not include interest. Since most of these airlines are facing insolvency proceedings and other difficulties, there can be no assurance that we will be successful in the recovery of the amounts these airlines owe us. We have created allowances for all outstanding amounts.

138

Table of Contents

Administrative proceeding for potential environmental violations in Monterrey

On April 18, 2008, we were notified about an administrative investigation by the Mexican Federal Environmental Protection Agency with respect to potential violations of environmental regulations in connection with the construction of Terminal B at the Monterrey International Airport, which was constructed on an allegedly forested area. The notification alleged that the construction took place without the required feasibility studies and environmental analysis, in violation of the environmental regulations. We filed a formal answer with the Mexican Federal Environmental Protection Agency on May 12, 2008 in order to provide evidence that we have complied with all applicable environmental laws. As part of the administrative proceeding, we signed an agreement with the Mexican Federal Environmental Protection Agency establishing our obligations, which includes the presentation of a study of possible damages, mitigation and compensation measures. As part of the measures to mitigate possible damages, we proposed the reforestation of the Municipality of Apodaca by planting 2,000 trees from February 2009 to November 2009. On February 26, 2010, we informed the Mexican Federal Environmental Protection Agency that we had fulfilled these measures and concluded the scheduled steps on mitigation and reforestation. On May 24, 2010, the Mexican Federal Environmental Protection Agency inspectors visited the Monterrey Airport in order to verify the successful implementation and fulfillment of our obligations. This visit ended the administrative proceeding. On June 4, 2010, a resolution by the Mexican Federal Environmental Protection determined the compliance of Airport of Monterrey to the agreement, which concluded the administrative procedure against the Airport and orders the conclusion of the administrative procedure. We expect to receive a compliance certificate for the Monterrey Airport from the Mexican Federal Environmental Protection Agency.

DIVIDENDS

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 its capital stock. Our legal reserve fund was Ps. 137.4 million at December 31, 2010 (excluding reserve amounts corresponding to 2010 net income), which represented 1.8% of our capital stock as of such date.

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 was determined under MFRS on our results of operations until the year 2010, and is determined under IFRS starting in 2011. Our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to us. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

Dividends that are paid from a company’s distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax (charged against cumulative net income and payable by us). Companies are entitled to apply any corporate-level dividend tax on the distribution of earnings as a credit against their 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 in which the dividend was paid. Dividends paid from a company’s distributable earnings that have been subject to corporate income tax are not subject to this corporate-level dividend income tax. Furthermore, dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs are currently not subject to Mexican withholding tax.

On April 14, 2011, our shareholders approved a new dividend policy, applicable to our results of operations starting in 2011.

Our dividend policy seeks to ensure the tax efficient payment of dividends. Because any dividend we expect to pay will likely be subject to the corporate-level dividend tax referred to above, our dividend policy has been designed to ensure that any corporate level dividend tax we pay may be applied by us as a credit against its projected future corporate income tax liability in the year paid and in the subsequent two years.

Our dividend policy has a fixed and a variable component paid annually in equal quarterly installments. The fixed component is Ps. 325 million per year. The variable component will be based on the funds available for distribution in excess of the fixed component.

139

Table of Contents

Our dividend policy applicable to our results of operations until the year 2010 presupposed that the declaration and amount of dividends paid were subject to (and determined by) the following factors:

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 of 5%;

maintaining sufficient cash reserves, as determined by our Board of Directors, necessary to cover our projected investments for the subsequent twelve months and our expected operating expenses for the subsequent six months;

the amount of dividends to be paid may be limited to the extent necessary to avoid generating a tax liability that cannot be credited against our expected income tax liability in the subsequent two years (which is the period during which Mexican law allows us to credit the corporate level dividend tax against our income tax liability); and

we must maintain sufficient cash reserves, as determined by our Board of Directors, as to allow us to react to or prevent any adverse financial change in the operations of the business.

Our current dividend policy approved by our shareholders on April 14, 2011 and applicable to our results of operations starting in 2011 presupposes that the declaration and amount of dividends paid are subject to (and determined by) the following factors:

dividends are subject to the approval of our shareholders, based on the recommendation of our Board of Directors;

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 of 5%;

both the fixed and the variable amount of dividends will be subject to our financial position and that there be no adverse financial changes; and

the payment of dividends must be tax efficient.

Our dividend policy applicable to our results of operations until the year 2010 was prepared based on then current Mexican tax law and our then current projections of our future earnings and corporate income tax liability. Our dividend policy approved by our shareholders on April 14, 2011 and applicable to our results of operations starting in 2011 was prepared based on current Mexican tax law and our current projections of our future earnings and IFRS. Changes in Mexican tax law and our actual results of

The declaration, amount and payment of dividends, if any, are subject to the approval of either (x) holders of a majority of our capital stock present at a shareholders’ meeting and, so long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the approval of SETA (as the holder of the Series BB shares) or (y) holders of 95% of our capital stock.

On January 31, 2007, our shareholders approved a proposal to include quarterly dividend payments in our dividend policy. Dividends are paid in four equal payments on the following dates in any given year: July 15, October 15, January 15 and April 15, or on the following business day in case any of this dates is a non-business day.

On April 3, 2008, our shareholders approved a cash dividend of Ps. 434.2 million and the use of up to Ps. 400 million to repurchase shares. The dividend is Ps. 1.0856 per share, to be paid in four equal quarterly installments of Ps. 0.2714 per share each. Other resolutions of the Shareholders’ Meeting included: (i) ratification of the members of the Board of Directors that served from April 3, 2008 to April 23, 2009; (ii) designation of Independent Director Fernando Flores as the new Chairman of the Corporate Practices Committee (now the Special Committee responsible for Corporate Practices Functions); and (iii) modification of the Bylaws in order to strengthen corporate governance. The shareholders also agreed to postpone consideration of a proposal to modify the dividend policy to a future Extraordinary Shareholders’ Meeting.

140

Table of Contents

On April 24, 2009, our shareholders approved a cash dividend of Ps. 400 million and the use of up to Ps. 400 million to repurchase shares in accordance with the share repurchase program. The dividend is Ps. 1 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share each. Other resolutions of the Shareholders’ Meeting included: (i) ratification of all current members of the Board of Directors, and (ii) designation of Independent Director Luis Guillermo Zazueta Domínguez as the new Chairman of the Committee.

On April 16, 2010, our shareholders approved a cash dividend of Ps. 400 million and the use of up to Ps. 400 million to repurchase shares in accordance with the share repurchase program. The dividend is Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share each. Other resolutions of the Shareholders’ Meeting included: (i) ratification of all current members of the Board of Directors, and (ii) designation of Independent Director Luis Guillermo Zazueta Domínguez as the Chairman of the Committee.

On April 14, 2011, our shareholders approved a cash dividend of Ps. 400 million and the use of up to Ps. 400 million to repurchase shares in accordance with the share repurchase program. The dividend is Ps. 1.00 per share, to be paid in four equal quarterly installments of Ps. 0.25 per share. The Shareholders’ Meeting also noted with appreciation the leadership of Bernardo Quintana, who stepped down as Chairman of the Board after serving in that position since 2005. They then approved the proposal of the Board of Directors to name José Luis Guerrero Álvarez the CEO of Empresas ICA. The shareholders also elected Diego Quintana Kawage as a director and Cristina Gil White as an independent director. Furthermore, our shareholders also approved the change in our dividend policy described above.

We declare our 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.

Distributions we make 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 México, 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.

141

Table of Contents

Item 9.

The Offer and Listing

STOCK PRICE HISTORY

The following table sets forth, for the periods indicated, the highest and lowest closing prices for (i) the ADSs on the NASDAQ in U.S. dollars and (ii) our common shares on the Mexican Stock Exchange in pesos. For more information, 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.

	U.S.$ per ADS(1)				Pesos per Series B Share
	Lowest		Highest		Lowest		Highest
2008
First Quarter		20.94		24.75		28.56		34.20
Second Quarter		16.58		23.98		21.51		31.72
Third Quarter		11.29		17.96		15.52		22.55
Fourth Quarter		7.06		11.60		12.29		19.25

2009
First Quarter		6.52		11.36		12.53		19.30
Second Quarter		7.37		11.30		12.77		19.02
Third Quarter		9.35		13.28		15.99		21.75
Fourth Quarter		11.39		14.02		18.97		22.98

2010
First Quarter		11.51		15.37		18.71		24.33
Second Quarter		12.25		15.82		20.28		24.25
Third Quarter		11.55		14.60		18.89		22.83
Fourth Quarter		14.61		16.27		22.50		24.98

	U.S.$ per ADS(1)				Pesos per Series B Share
	Lowest		Highest		Lowest		Highest
Monthly Prices
December, 2010		15.26		16.27		23.54		24.98
January, 2011		15.17		15.98		22.81		24.07
February, 2011		13.96		15.66		21.15		23.20
March, 2011		14.15		15.06		21.49		22.43
April, 2011		15.32		16.80		22.58		24.14

(1)	8 Series B shares per ADS.

Sources: Mexican Stock Exchange and NASDAQ.

142

Table of Contents

TRADING ON THE MEXICAN STOCK EXCHANGE

The Mexican Stock Exchange, located in México City, is the only stock exchange in México. Founded in 1894, it ceased operations in the early 1900s, and was reestablished in 1907. The Mexican Stock Exchange is organized as a corporation (sociedad anónima de capital variable) whose shares are held by brokerage firms. These firms are exclusively authorized to trade on the floor of the Exchange. Trading on the Mexican Stock Exchange takes place exclusively through an automated inter-dealer quotation system known as SENTRA, which is open between the hours of 8:30 a.m. and 3:30 p.m., México City time, each business day. Each trading day is divided into six trading sessions with ten-minute periods separating each session. Trades in securities listed on the Mexican Stock Exchange can, subject to certain requirements, also be effected off the Exchange. Due primarily to tax considerations, however, most transactions in listed Mexican securities are effected through the Exchange. The Mexican Stock Exchange operates a system of automatic suspension of trading in shares of a particular issuer as a means of controlling excessive price volatility. The suspension procedures will not apply to shares that are directly or indirectly (through ADSs or CPOs) quoted on a stock exchange outside México.

Settlement is effected two business days after a share transaction on the Mexican Stock Exchange. Deferred settlement, even if by mutual agreement, is not permitted without the approval of the CNBV. Most securities traded on the Mexican Stock Exchange are on deposit with S.D. Indeval, S.A. de C.V., Instituto para el Deposito de Valores, a privately owned central securities depositary that acts as a clearing house, depositary, custodian and registrar for Mexican Stock Exchange transactions, eliminating the need for the physical transfer of shares.

The Mexican Stock Exchange is one of Latin America’s largest exchanges in terms of market capitalization, but it remains relatively small and illiquid compared to major world markets, and therefore subject to greater volatility.

As of December 31, 2010, 130 Mexican companies, excluding mutual funds, had equity listed on the Mexican Stock Exchange. In 2010, the ten most actively traded equity issues (excluding banks) represented approximately 41.6% of the total volume of equity issues traded on the Mexican Stock Exchange. Although the public participates in the trading of securities, a major part of the activity of the Mexican Stock Exchange reflects transactions by institutional investors. There is no formal over-the-counter market for securities in México.

The market value of securities of Mexican companies is, to varying degrees, affected by economic and market conditions in other emerging market countries and in the United States. In late October 1997, for example, prices of both Mexican debt securities and Mexican equity securities dropped substantially following declines earlier in the year in the Asian, Russian and Brazilian securities markets.

Item 10.

Additional Information

Bylaws

This section summarizes certain provisions of Mexican law and our bylaws (estatutos sociales), a copy of which is attached to this Form 20-F as Exhibit 1.1.

At our Extraordinary Stockholders’ Meeting held on October 2, 2006, our shareholders adopted resolutions amending and restating of our bylaws to organize the company as a sociedad anonima bursatil, and conform our bylaws to the provisions of the Mexican Securities Market Law. Some of the relevant changes included the enhancement of certain provisions applicable to the corporate governance of public companies, clarification of certain provisions relating to directors’ and officers’ liability, and the elimination of restrictions on ownership of our shares.

143

Table of Contents

Our bylaws were further amended in the shareholders’ meeting held on April 3, 2008. In particular, the primary change concerned the elimination of the Nominations Committee and transfer of such Committee’s duties to the Shareholders Meeting and, where appropriate, to the Board of Directors.

Purposes

The purposes of our company include the following:

to acquire, as founder or through acquisitions, shares of or interests or participations in privately- or state-owned companies engaged in the management, operation (including the provision of aeronautical, complementary, commercial and construction services) and/or development of civilian airports pursuant to the Airport Law and its Regulations; to participate in the capital stock of companies engaged in the provision of all types of services; to vote, as a group and in the same manner, as prescribed by these bylaws or as directed by the Board of Directors, the shareholders’ meeting or any other person authorized by these bylaws to issue such a directive, any shares of stock of any other company owned thereby; and to sell, transfer or dispose of any such shares, participations or other securities in accordance with the applicable law;

to receive from any other Mexican or foreign entity, company or individual, and to provide to any company in which it may hold any interest or participation or to any other entity, company or individual, any services required to achieve its or their purposes, including, without limitation, any industrial, administrative, accounting, marketing or financial consulting services associated with the management, operation, construction and/or development of airports;

to apply for and obtain, by any means, directly or through its subsidiaries, concessions and permits to manage, operate, build and/or develop airports, provide airport development services or conduct other related activities, including, without limitation, storage and other activities to supplement or improve its service offerings, and grant guaranties in respect of such concessions and permits. Subject to the applicable law and the terms of the relevant concessions, we may also receive, directly or through its subsidiaries, the proceeds from the use of any civilian airport infrastructure, the execution of any agreement, the provision of any service or the conduction of any business activity. We may also provide merchandise handling, storage and custody services at bonded facilities in the manner prescribed by the applicable law and subject to any necessary concessions or authorizations. We may also provide, coordinate, direct, supervise and/or render merchandise loading, unloading and handling services as provided by the applicable law;

to obtain, acquire, use, transfer and grant or secure licenses in respect of all types of patents, invention certificates, registered trademarks, trade names, copyrights or any rights associated therewith, whether in the United Mexican States or abroad;

to obtain all types of secured and unsecured loans or credit facilities, and to grant loans to any association, company, entity or individual in which it holds more than 50% (fifty percent) of the capital stock with voting rights or which is otherwise under its control;

144

Table of Contents

to provide all types of collateral and guaranties in respect of any credit instrument issued or obligation assumed thereby or by any entity in which it holds more than 50% (fifty percent) of the shares of stock with voting rights or which is otherwise under its control;

to issue, subscribe, accept and endorse all types of credit instruments, including secured and unsecured debentures;

to issue unsubscribed shares of any series of stock, which will be maintained as treasury shares for their delivery upon subscription, and to enter into option agreements with third parties providing for the right to subscribe and pay for any such shares. We may also issue unsubscribed shares pursuant to Article 53 and other related provisions of the Securities Market Law;

to maintain, hold, sell, transfer, dispose of or lease all types of assets, personal and real property and rights thereto as may be necessary or convenient to achieve its corporate purpose or the purpose of any association or company in which it holds an interest or participation; and

generally, to carry out and execute any related, incidental or ancillary activities, agreements and transactions that may be necessary or convenient to achieve the abovementioned purposes.

Directors

Election of Directors

The Board of Directors is responsible for the management of our business. Pursuant to our bylaws, the Board of Directors must consist of an odd number of directors determined at an ordinary general meeting of shareholders and is required to have at least 11 members. Our Board of Directors currently consists of 11 directors and 1 alternate director, each of who is elected at the annual shareholders’ meeting. Under the Mexican Securities Market Law and our by-laws, at least 25% of our directors must be independent. Under Mexican law, the determination as to the independence of our directors made by our shareholders’ meeting may be contested by the National Banking and Securities Commission.

At each shareholders’ meeting for the election of directors (i) each person (or group of persons acting together) holding 10% of our capital stock in the form of Series B shares is entitled to designate one director, (ii) the holders of Series BB shares are entitled to elect three directors and their alternates pursuant to our bylaws, the participation agreement and the technical assistance agreement and (iii) the remaining members of the Board of Directors are to be elected by the holders of our capital stock (both the Series BB and the Series B shares, including those Series B holders that were entitled to elect a director by virtue of their owning 10% of our capital stock). The candidates to be considered for election as directors by the shareholders will be proposed to the shareholders’ meeting by the Board. Any slate of candidates proposed by the Board shall include independent directors to the extent required by the Mexican Securities Market Law and other applicable law.

Under the participation agreement, NAFIN, as trustee of the selling stockholder, Bancomext, ICA and SETA agreed that three of our directors are to be elected by SETA, as holder of the Series BB shares, three are to be elected by ICA. Five of our directors are independent.

145

Table of Contents

Authority of the Board of Directors

The Board of Directors is our legal representative under Mexican law. Pursuant to the Mexican Securities Market Law, the Board of Directors is required to approve, among other matters:

our general strategy;

annual approval of the business plan and the investment budget;

capital investments not considered in the approved annual budget for each fiscal year;

the proposal to increase our capital or that of our subsidiaries;

the approval of our five-year master development program and any amendments thereto for each of our airports to be submitted to the Ministry of Communications and Transportation;

the voting of the shares we hold in our subsidiaries;

our management structure and any amendments thereto;

the election of our Chief Executive Officer from the candidates proposed by the Series BB Directors and the approval of his compensation or his removal for cause;

any transfer by us of shares in our subsidiaries;

subject to the recommendation of the Special Committee responsible for Corporate Practices Functions, among other matters (i) the guidelines for the use or enjoyment of the goods that are part of our patrimony or that of our subsidiaries, by any related party, (ii) any transaction with related parties, subject to certain limited exceptions, (iii) the authorization for any member of our board, relevant officers or person with power of command, to take advantage of business opportunities for his own benefit or for the benefit of third parties, that originally corresponded to us or the companies under our control or in which we have a significant influence, and that exceed the limits set forth under item (iii) of the next paragraph, and (iv) the establishment of guidelines for the appointment and compensation of executive officers, which must be consistent with the guidelines established in the Technical Assistance Agreement;

subject to the recommendation of the Special Committee responsible for Audit Functions, among other matters (i) our financial statements and those of our subsidiaries, (ii) subject to certain limited exceptions, the acquisition and alienation by us, of our own stock, (iii) the guidelines for the granting of loans or any type of credits or guarantees to any related party, (iv) the guidelines regarding our internal controls, internal audits and those of our subsidiaries, (v) our accounting policies, including adjustments to our accounting principles to conform to or recognize those issued by the Commission, (vi) the hiring and termination of our external auditors, and (vii) unusual or non-recurrent transactions and any transactions or series of related transactions during any calendar year that involve (a) the acquisition or sale of assets with a value equal to or exceeding 5% of our consolidated assets or U.S.$ 20 million, or (b) the giving of collateral or guarantees or the assumption of liabilities equal to or exceeding 5% of our consolidated assets, U.S.$ 40 million or in excess of the debt level set forth in the annual business plan, which must not exceed a 50% debt to capital ratio;

146

Table of Contents

the appointment and delegation of responsibilities, the creation of new committees or changing the responsibilities assigned to existing committees;

the appointment of members of the Special Committee responsible for Corporate Practices and for Audit Functions; with the understanding that at least one of its members shall be appointed from those proposed by the members of the board appointed by the holders of Series BB shares;

proposals to the shareholders’ meetings regarding (a) our dividend policy and (b) the use of our earnings;

subject to certain conditions, the appointment of provisional members of the board, without the need for a shareholders’ meeting;

public tender offers;

the presentation at a general ordinary shareholders’ meeting of any of the following agenda items: (i) the annual reports of the Special Committee responsible for the Audit and the Corporate Practices Functions, (ii) the annual report given by the chief executive officer, the opinion of the external auditor and the opinion of the board on the content of such report, (iii) the report containing the main accounting and information guidelines used for the preparation of our financial information, and (iv) the report on the operations and activities in which the board had intervened pursuant to the Mexican Securities Market Law;

the appointment, removal, duties and responsibilities of our internal auditor;

communication policies with regards to providing information to our shareholders, the market and to other members of the board and relevant officers as well as decisions with regards to specific information to be released;

actions to be taken in order to rectify any known irregularity and to implement any corrective measures;

the terms and conditions subject to which the chief executive officer shall exercise his power and duties; and

resolutions instructing our chief executive officer to disclose material information to the general public.

Under our bylaws, resolutions at board meetings with respect to any of the issues listed above will be valid only if approved by the members of the Board of Directors elected by the holders of the Series BB shares.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) nominate the candidates for chief executive officer to our Board of Directors, (ii) move for the removal of our chief executive officer, (iii) appoint and remove half of our executive officers in accordance with the guidelines established in the technical assistance agreement and the guidelines approved by our Board of Directors, and (iv) appoint at least one member to each of our committees.

147

Table of Contents

In addition, any matter requiring board approval under our bylaws, as indicated above, will require the approval of a majority of the directors appointed by the Series BB shareholders for so long as the Series BB shares represent at least 7.65% of our capital stock.

Our Capital Stock

The following table sets forth our authorized capital stock and our issued and outstanding capital stock as of May 20, 2011:

Capital Stock

	As of May 20, 2011
	Authorized		Issued and outstanding
Capital Stock:
Series B shares		341,200,000		341,200,000
Series BB shares		58,800,000		58,800,000
Total		400,000,000		400,000,000

All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have special voting and other rights described below.

Our bylaws provide that our shares have the following characteristics:

Series B. Series B shares currently represent 85.3% of our capital. Series B shares may be held by any Mexican or foreign natural person, company or entity.

Series BB. Series BB shares currently represent 14.7% of our capital. Series BB shares, which are issued pursuant to Article 112 of the Mexican General Law of Business Corporations, may be held by any Mexican or foreign natural person, company or entity.

Under the Mexican Airport Law and the Mexican Foreign Investments Law, 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.

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 three members of our 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 must be convened and held within the first four months following the end of each fiscal year to discuss, among other things, the report prepared by the Board on our financial statements, the appointment of members of the Board, declaration of dividends and the determination of compensation for members of the Board. Under the Mexican Securities Market Law, our ordinary shareholders’ meeting, in addition to those matters described above, will have to approve any transaction representing 20% or more of our consolidated assets, executed in a single or a series of transactions, during any fiscal year.

148

Table of Contents

Extraordinary shareholders’ meetings are those called to consider any of the following matters:

extension of a company’s duration or voluntary dissolution;

an increase or decrease in a company’s minimum fixed capital;

change in corporate purpose or nationality;

any transformation, merger or spin-off involving the company;

any stock redemption or issuance of preferred stock or bonds;

the cancellation of the listing of our shares with the National Registry of Securities or on any stock exchange;

amendments to a company’s bylaws; and

any other matters for which applicable Mexican law or the bylaws specifically require an extraordinary meeting.

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 México City. Calls for shareholders’ meetings must be made by the Chairman, the Secretary, two members of the Board of Directors, the Special Committee responsible for Audit and Corporate Practices Functions. Any shareholder or group of shareholders representing at least 10% of our capital stock has the right to request that the president of the Board of Directors, the Special Committee responsible for Audit and Corporate Practices Functions calls a shareholders’ meeting to discuss the matters indicated in the relevant request. If the president of the Board of Directors, the Special Committee responsible for Audit and Corporate Practices Functions fails to call a meeting within 15 calendar days following receipt of the request, the shareholder or group of shareholders representing at least 10% of our capital stock may request that the call be made by a competent court.

Calls for shareholders’ meetings must be published in the Official Gazette of the Federation or in one newspaper of general circulation in México City 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. Calls must be signed by whoever makes them, provided that calls made by the Board of Directors, the Special Committee responsible for Audit and Corporate Practices Functions must be signed by the Chairman, the Secretary or a special delegate appointed by the Board of Directors, the Special Committee responsible for Audit and Corporate Practices Functions for that purpose. Shareholders’ meetings will be validly held and convened without the need of a prior call or publication whenever all the shares representing our capital are duly represented.

To be admitted to any shareholders’ meeting, shareholders must: (i) be registered in our share registry; and (ii) at least 24 hours prior to the commencement of the meeting submit (a) an admission ticket issued by us for that purpose, and (b) a certificate of deposit of the relevant stock certificates issued by the Secretary or by a securities deposit institution, a Mexican or foreign bank or securities dealer in accordance with the Mexican Securities Market Law. The share registry will be closed three days prior to the date of the meeting. Shareholders may be represented at any shareholders’ meeting by one or more attorneys-in-fact who may not be our directors. Representation at shareholders’ meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses.

149

Table of Contents

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.

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 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 present at the meeting.

Extraordinary shareholders’ meetings are regarded as legally convened pursuant to a first call when at least 75% of the shares representing our capital are present or duly represented and no minimum number of shares is required for a quorum at a second call for an extraordinary shareholders meeting. Resolutions at extraordinary meetings of shareholders are valid if taken by the favorable vote of shares representing more that 50% of our capital.

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) eliminates or modifies any minority rights;

any actions resulting in the cancellation of the concessions granted to us or our subsidiaries by the Mexican government or any assignment of rights arising therefrom;

termination of the participation agreement that was entered into by SETA and the Mexican government in connection with the Mexican government’s sale of the Series BB shares to SETA;

a merger by us with an entity the business of which is not related to the business of us or our subsidiaries; and

a spin-off, dissolution or liquidation of us.

Our bylaws also establish that a delisting of our shares requires the vote of holders of 95% 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 at least 95% of our capital stock or a majority of the Series BB shares:

approval of our financial statements and those of our subsidiaries;

150

Table of Contents

anticipated liquidation or dissolution;

capital increases or decreases of us or of our subsidiaries;

declaration and payment of dividends;

amendment to our bylaws;

mergers, spin-offs, reclassifications, consolidations or share-splits;

grant or amendment of special rights of any series of shares of our capital stock;

any decision amending or nullifying a resolution validly taken by the Board of Directors with respect to decisions of the Board of Directors that require the affirmative vote of the directors elected by the holders of our Series BB shares; and

any shareholder resolution with respect to a matter requiring the affirmative vote of the directors appointed by the holders of our Series BB shares.

Right of Withdrawal

Any shareholder having voted against a resolution validly adopted at a meeting of our shareholders with respect to (i) a change in our corporate purpose or nationality, (ii) a change of corporate form, (iii) a merger involving us in which we are not the surviving entity or the dilution of its capital stock by more than 10% or (iv) a spin-off, may request redemption of its shares, provided that the relevant request is filed with us within fifteen days following the holding of the relevant shareholders’ meeting. The redemption of the shareholders’ shares will be effected at the lower of (a) 95% of the average trading price determined based on the average of the prices of our shares on the 30 days on which the shares may have been quoted prior to the date of the meeting, or (b) the book value of the shares in accordance with the most recent audited financial statements approved by our shareholders’ meeting.

Dividends and Distributions

At our annual ordinary general shareholders’ meeting, the Board of Directors will submit to the shareholders for their approval our 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.”

Registration and Transfer

Our shares are registered with the Mexican National Securities Registry, as required under the Mexican Securities Market Law and regulations issued by the Mexican National Banking and Securities Commission. Our shares are evidenced by share certificates in registered form, and registered dividend coupons may be attached thereto. Our shareholders may either hold their shares directly, in the form of physical certificates, or indirectly, in book-entry form through institutions that have accounts with Indeval. Indeval is the holder of record in respect of all such shares held in book-entry form. Indeval will issue certificates on behalf of our shareholders upon request. Accounts may be maintained at Indeval by the following “Indeval participants”: brokers, banks, other financial entities or other entities approved by the National Banking and Securities Commission. We maintain a stock registry and only those persons listed in such stock registry, and those holding certificates issued by Indeval indicating ownership and any relevant Indeval participants, will be recognized as our shareholders. The transfer of shares must be registered in our stock registry. In the case of the international offering, the Depositary will appear in such stock registry as the registered holder of the common shares represented by the ADSs.

151

Table of Contents

Series BB shares may only be transferred after conversion into Series B shares, and are subject to the following rules:

SETA was required to retain at least 51% of its Series BB shares until June 14, 2007. Since June 14, 2007, SETA is free to sell in any year up to one eighth of such 51% interest in Series BB shares. To date, SETA has not elected to transfer any such shares.

If SETA owns Series BB shares that represent less than 7.65% of our capital stock after June 14, 2015, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.

If SETA owns Series BB shares representing at least 7.65% of our capital stock after June 14, 2015, those Series BB shares may be converted into Series B shares, provided the holders of at least 51% of Series B shares (other than shares held by SETA and any of its “related persons”) approve such conversion.

For purposes of our bylaws, a “related person” means, with respect to any person:

any corporation or person, directly or indirectly, controlling, controlled by or under common control with such person;

any corporation or person having the capacity to determine the business guidelines and policies of such person;

in the case of an individual, an individual having a blood or civil kinship in a direct line (ascending or descending) within and including the fourth degree with such person;

SETA; or

with respect to SETA, its shareholders, persons related to it or any party to the operating agreement pursuant to which SETA fulfills its obligations under the technical assistance agreement.

For purposes of our bylaws, “control” of a person, with respect to any person, is defined as:

the ownership, directly or indirectly of 20% or more of the capital stock with voting rights of such person,

the contractual right to elect the majority of the members of the Board of Directors of the person,

the ability to veto resolutions that could otherwise be adopted by the majority of the person’s shareholders, or

152

Table of Contents

existence of commercial relations representing the purchase of more than 15% of the total annual sales of such person.

Shareholder Ownership Restrictions and Anti-Takeover Protection

Under the Airport Law,

no more than 5% of our outstanding capital stock may be owned by air carriers, and

foreign governments acting in a sovereign capacity may not directly or indirectly own any portion of our capital stock.

The foregoing ownership restrictions do not apply to:

The Mexican government, prior to the consummation of this offering,

NAFIN, including in its capacity as trustee of the selling stockholder,

Institutions that act as depositaries for securities, and

Financial and other authorized institutions that hold securities for the account of beneficial owners (including the ADS depositary), provided that such beneficial owners are not exempt from the ownership restrictions.

Air carriers and their subsidiaries and affiliates are not permitted, directly or indirectly, to “control” us or any of our subsidiary concession holders.

Under the Mexican Airport Law, any acquisition of control requires the prior consent of the Ministry of Communications and Transportation.

For purposes of these provisions, “related person” and “control” are defined above under “Registration and Transfer.”

Changes in Capital Stock

Increases and reductions of our capital must be approved at an extraordinary shareholders’ meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock, other than for purposes of conducting a public offering of the shares issued as a result of such increase, 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: (i) the capital increase relates to the issuance of shares for placement in public offerings, or (ii) the capital increase relates to the issuance of shares upon the conversion of debentures as provided in Section 210 bis of the Mexican General Law on Negotiable Instruments and Credit Transactions. 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 Official Gazette of the Federation and in one of the newspapers of greater circulation in México, 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.

153

Table of Contents

Our capital stock may be reduced by resolution of a shareholders’ meeting taken pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon withdrawal of a shareholder as provided in Section 206 of the Mexican General Corporations Law (See “—Voting Rights and Shareholders’ Meetings—Right of Withdrawal” above) or by 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 through the Mexican Stock Exchange and The NASDAQ National Market on the following terms and conditions:

the acquisition must be carried out through the Mexican Stock Exchange;

the acquisition must be carried out at market price, unless a public offer or auction has been authorized by the National Banking and Securities Commission;

the acquisition must be carried out against our paid in capital, and shares acquired will be held as treasury stock without any requirement to adopt a reduction in capital stock or to count them against capital stock, in which case, such shares will be converted to unsubscribed shares. No shareholder consent is required for such purchases;

the amount and price paid in all share repurchases shall be made public;

the annual ordinary shareholders meeting shall determine the maximum amount of resources to be used in the fiscal year for the repurchase of shares;

we may not be delinquent on payments due on any outstanding debt issued by us that is registered with the National Securities Registry; and

any acquisition of shares must be in conformity with the requirements of Article 54 of the Securities Market Law and we must maintain a sufficient number of outstanding shares to meet the minimum trading volumes required by the stock markets on which our shares are listed.

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 an employee stock option plan and in conformity with the Mexican Securities Market Law.

Repurchase Obligation

Pursuant to the Mexican Securities Market Law, in the event that we decide to cancel the registration of our shares in the Mexican National Securities Registry and the listing of our shares on the Mexican Stock Exchange or if the National Banking and Securities Commission orders such cancellation, we will be required to conduct a tender offer for the purchase of stock held by minority shareholders and to create a trust with a term of six months, with amounts sufficient to purchase all shares not participating in the tender offer. Under the law, our controlling shareholders will be secondarily liable for these obligations. The price at which the stock must be purchased shall be the higher of (i) the average of the trading price on the Mexican Stock Exchange during the last 30 days on which the shares were quoted prior to the date on which the tender offer is made or (ii) the book value of such shares as determined pursuant to our latest quarterly financial information filed with the National Banking and Securities Commission and the Mexican Stock Exchange. If the tender for cancellation is requested by the National Banking and Securities Commission, it must be initiated within 180 days from the date of the request. If requested by us, under the new Mexican Securities Market Law, the cancellation must be approved by 95% of our shareholders.

154

Table of Contents

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

The Mexican Securities Market Law imposes a duty of care and a duty of loyalty on directors. The duty of care requires our directors to act in good faith and in the best interests of the company. For such purpose our directors are required to obtain the necessary information from the chief executive officer, the executive officers, the external auditors or any other person in order to act in our best interests. Our directors are liable for damages and losses caused to us and our subsidiaries as a result of violations of this duty of care.

The duty of loyalty requires our directors to preserve confidential information received in connection with the performance of their duties and to abstain from discussing or voting on matters in which they have a conflict of interest. In addition, the duty of loyalty is violated if a shareholder or group of shareholders is knowingly favored or if, without the express approval of the Board of Directors, a director usurps a corporate opportunity. The duty of loyalty is also violated by (i) failing to disclose to the Special Committee responsible for Audit Functions or the external auditors any irregularities that the director encounters in the performance of his or her duties or (ii) disclosing information that is false or misleading or omitting to record any transaction in our records that could affect our financial statements. Directors are liable for damages and losses caused to us and our subsidiaries for violations of this duty of loyalty. This liability also extends to damages and losses caused as a result of benefits obtained by the director or directors or third parties, as a result of actions of such directors.

Our directors may be subject to criminal penalties of up to 12 years’ imprisonment for certain illegal acts involving willful misconduct that result in losses to us. Such acts include the alteration of financial statements and records.

Liability actions for damages and losses resulting from the violation of the duty of care or the duty of loyalty may be exercised solely for our benefit and may be brought by the company or by shareholders representing 5% or more of the capital stock of the company and criminal actions may only be brought by the Mexican Ministry of Finance, after consulting with the National Banking and Securities Commission. As a safe harbor for directors, the liabilities specified above (including criminal liability) will not be applicable if the director acting in good faith (i) complied with applicable law, (ii) made the decision based upon information provided by our executive officers or third-party experts, the capacity and credibility of which would not give rise to reasonable doubt and (iii) selected the most adequate alternative in good faith or the negative effects of such decision were not foreseeable.

155

Table of Contents

In addition to the duty of care and duty of loyalty required by the Mexican Securities Market Law, our bylaws provide that, from the date on which at least 51% of our capital stock is listed on a stock exchange, a member of the Board of Directors will be liable to us and our shareholders in the following circumstances:

negligence resulting in the loss of more than two-thirds of our capital stock and which results in our dissolution;

bankruptcy, subject to certain conditions, when the actions taken by the Board of Directors results in a declaration of insolvency (concurso mercantil);

breaching any of the duties set forth under our bylaws; and

failure to report irregularities in the actions of former board members.

The members of the board are liable to our shareholders only for the loss of net worth suffered as a consequence of disloyal acts carried out in excess of their authority or in violation of our bylaws.

Information to Shareholders

The Mexican General Law on Business Corporations establishes that companies, acting through their boards of directors, must annually present a report at a shareholder’s meeting that includes the following:

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;

a report explaining the principal accounting and information policies and criteria followed in the preparation of the financial information;

a statement of the financial condition of the company at the end of the fiscal year;

a statement showing the results of operations of the company during the preceding year, as well as changes in the company’s financial condition and capital stock during the preceding year;

the notes which are required to complete or clarify the above mentioned information; and

the report prepared by the Special Committee responsible for the Audit Functions with respect to the accuracy and reasonability of the above mentioned information presented by the Board of Directors.

In addition to the foregoing, our bylaws provide that the Board of Directors should also prepare the information referred to above with respect to any subsidiary that represents at least 20% of our net worth (based on the financial statements most recently available).

156

Table of Contents

Duration

The duration of our corporate existence is indefinite.

Shareholders’ Conflict of Interest

Under Mexican law, any shareholder that has a conflict of interest with respect to any transaction must abstain from voting and from being present and participating in discussions 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.

Certain Differences between Mexican and U.S. Corporate Law

The Mexican General Corporations Law and the Mexican Securities Market Law, which apply to us, differ in certain material respects from laws generally applicable to U.S. corporations and their shareholders.

Independent Directors

The Mexican Securities Market Law requires that 25% of the directors of Mexican public companies be independent. Pursuant to the rules and regulations of The NASDAQ National Market, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the NASDAQ National Market must maintain a committee responsible for Audit Functions comprised entirely of independent directors as defined in the U.S. federal securities laws.

Mergers, Consolidations, and Similar Arrangements

A Mexican company may merge with another company only if a majority of the shares representing its outstanding capital stock approve the merger at a duly convened general extraordinary shareholders’ meeting, unless the company’s bylaws impose a higher threshold. Dissenting shareholders are not entitled to appraisal rights. Creditors have ninety days to oppose a merger judicially, provided they have a legal interest to oppose the merger.

Under Delaware law, with certain exceptions, a merger, consolidation, or sale of all or substantially all the assets of a corporation must be approved by the Board of Directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive payment in the amount of the fair market value of the shares held by the shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction. Delaware law also provides that a parent corporation, by resolution of its Board of Directors and without any shareholder vote, may merge with any subsidiary of which it owns at least 90% of each class of capital share. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

157

Table of Contents

Anti-Takeover Provisions

Subject to the approval of the Mexican National Banking and Securities Commission, the Mexican Securities Market Law permits public companies to include anti-takeover provisions in their bylaws that restrict the ability of third parties to acquire control of the company without obtaining approval of the company’s Board of Directors.

Under Delaware law, corporations can implement shareholder rights plans and other measures, including staggered terms for directors and super-majority voting requirements, to prevent takeover attempts. Delaware law also prohibits a publicly held Delaware corporation from engaging in a business combination with an interested shareholder for a period of three years after the date of the transaction in which the shareholder became an interested shareholder unless:

prior to the date of the transaction in which the shareholder became an interested shareholder, the Board of Directors of the corporation approves either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder;

upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owns at least 85% of the voting stock of the corporation, excluding shares held by directors, officers, and employee stock plans; or

at or after the date of the transaction in which the shareholder became an interested shareholder, the business combination is approved by the Board of Directors and authorized at a shareholders’ meeting by at least 66 2/3 of the voting stock, which is not owned by the interested shareholder.

Shareholders’ Suits

As mentioned above, holders of 5% of our outstanding shares may initiate action against some or all of our directors for violations of their duty of care or duty of loyalty, for our benefit, in an amount equal to the damages or losses caused to us. Actions initiated on these grounds have a five-year statute of limitations and will not be applicable if the relevant directors acted under any of the exclusions set forth under the new Mexican Securities Market Law. Class action lawsuits are not permitted under Mexican law.

Class actions and derivative actions are generally available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In these kinds of actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with the action.

Shareholder Proposals

Under Mexican law and our bylaws, holders of at least 10% of our outstanding capital stock are entitled to appoint one member of our Board of Directors and his or her alternate.

Delaware law does not include a provision restricting the manner in which nominations for directors may be made by shareholders or the manner in which business may be brought before a meeting.

158

Table of Contents

Calling of Special Shareholders’ Meetings

Under Mexican law and our bylaws, a shareholders’ meeting may be called by the Board of Directors, any two directors, the chairman, the secretary, the Special Committee responsible for Audit and Corporate Practices Functions. Any shareholder or group of shareholders with voting rights representing at least 10% of our capital stock may request that the chairman of the Board of Directors, the Special Committee responsible for Audit and Corporate Practices Functions call a shareholders’ meeting to discuss the matters indicated in the written request. If the chairman of the Board of Directors, the Special Committee responsible for Audit or Corporate Practices Functions fails to call a meeting within 15 calendar days following date of the written request, the shareholder or group of shareholders may request that a competent court call the meeting. A single shareholder may call a shareholders’ meeting if no meeting has been held for two consecutive years or if matters to be dealt with at an ordinary shareholders’ meeting have not been considered.

Delaware law permits the Board of Directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.

Cumulative Voting

Under Mexican law, cumulative voting for the election of directors is not permitted.

Under Delaware law, cumulative voting for the election of directors is permitted only if expressly authorized in the certificate of incorporation.

Approval of Corporate Matters by Written Consent

Mexican law permits shareholders to take action by unanimous written consent of the holders of all shares entitled to vote. These resolutions have the same legal effect as those adopted in a general or special shareholders’ meeting. The Board of Directors may also approve matters by unanimous written consent.

Delaware law permits shareholders to take action by written consent of holders of outstanding shares having more than the minimum number of votes necessary to take the action at a shareholders’ meeting at which all voting shares were present and voted.

Amendment of Certificate of Incorporation

Under Mexican law, it is not possible to amend a company’s certificate of incorporation (acta constitutiva). However, the provisions that govern a Mexican company are contained in its bylaws, which may be amended as described below. Under Delaware law, a company’s certificate of incorporation generally may be amended by a vote of the majority of shareholders entitled to vote thereon (unless otherwise provided in the Certificate of Incorporation, subsequent to a resolution of the Board of Directors proposing such amendment.

Amendment of Bylaws

Under Mexican law, amending a company’s bylaws requires shareholder approval at an extraordinary shareholders’ meeting. Mexican law requires that at least 75% of the shares representing a company’s outstanding capital stock be present at the meeting in the first call (unless the bylaws require a higher threshold) and that the resolutions be approved by a majority of the shares representing a company’s outstanding capital stock. In addition, pursuant to our bylaws the amendment of our bylaws requires the approval of either (i) holders of at least 95% of our outstanding capital stock or (ii) holders of at least a majority of our outstanding capital stock, including, for so long as the Series BB shares represent at least 7.65% of our capital stock, a majority of holders of Series BB shares.

159

Table of Contents

Under Delaware law, holders of a majority of the voting power of a corporation and, if so provided in the certificate of incorporation, the directors of the corporation, have the power to adopt, amend, and repeal the bylaws of a corporation.

Staggered Board of Directors

Mexican law does not permit companies to have a staggered Board of Directors, while Delaware law does permit corporations to have a staggered Board of Directors.

MATERIAL CONTRACTS

Our subsidiaries are parties to the airport concessions granted by the Ministry of Communications and Transportation under which we are required to construct, operate, maintain and develop the airports in exchange for certain benefits. See “—Sources of Regulation” and “—Scope of Concessions and General Obligations of Concession Holders” under “Regulatory Framework” in Item 4.

We are a party to a participation agreement with SETA and the Ministry of Communications and Transportation that 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—Arrangements relating to SETA.”

We have entered into a technical assistance agreement with SETA providing for management and consulting services. See “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions—Arrangements relating to SETA.”

Aeroinvest and SETA have entered into a voting rights agreement providing for bloc voting with respect to their shares of our capital stock. See “Item 7. Major Shareholders and Related Party Transactions — Major Shareholders — Arrangements relating to Aeroinvest.” An English translation of this agreement is filed as an exhibit to this Form 20-F.

EXCHANGE CONTROLS

México has had free market for foreign exchange since 1991 and the government has allowed the peso to float freely against the U.S. dollar since December 1994. There can be no assurance that the government will maintain its current foreign exchange policies. See “Item 3. Key Information—Exchange Rates.”

TAXATION

The following summary contains a description of the material anticipated 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 will be 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 our Series B shares or ADSs. In particular, the summary deals only with U.S. holders that will 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 persons 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.

160

Table of Contents

The summary is based upon the federal income tax laws of the United States and México as in effect on the date of this Form 20-F, including the provisions of the income tax treaty between the United States and México 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 México and that will 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 México.

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 México if he or she has established his or her home in México, and a corporation is a resident if it is incorporated under Mexican law or it has its center of interests in México. An individual who has a home in México and another country will be considered to be a resident of México if México is the individual’s significant center of interest. An individual’s significant center of interest will be considered México in the following circumstances, among other factors: (i) when more than 50% of such person’s total yearly income originates in México, and (ii) when México is the individual’s principal place of business. Additionally, Mexican officers and employees working for the Mexican government but living outside of México will be considered to be Mexican residents even if their significant center of interest is not in México. However, any determination of residence should take into account the particular situation or each person or legal entity.

In general, for U.S. federal income tax purposes, holders of ADSs will be 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 will be 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 will not be eligible for the dividends received deduction allowed to certain corporations under the U.S. Internal Revenue Code of 1986, as amended. To the extent that a distribution exceeds our current and accumulated earnings and profits, it will be 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 will be made in pesos, will be 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.

161

Table of Contents

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 Series B shares or 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 has been approved for the purposes 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 years in which the dividend is paid, a passive foreign investment company (PFIC). The income tax treaty between the United States and México has been approved for the purposes of the qualified dividend rules. Based on our audited 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 2009 and 2010 taxable years. In addition, based on our audited 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 2011 taxable year.

Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Gain on the sale or other disposition of ADSs by a non-Mexican holder will not be subject to any Mexican tax. Deposits and withdrawals of our Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.

Gain on the sale of our Series B shares by a non-Mexican holder will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange or other securities markets approved by the Mexican Ministry of Finance, and provided certain requirements set forth by the Mexican Income Tax Law are complied with. Sales or other dispositions of Series B shares made in other circumstances generally would be subject to Mexican tax, except to the extent that a holder is eligible for benefits under an income tax treaty to which México is a party. Under the Tax Treaty, a holder that is eligible to claim the benefits of the Tax Treaty will be 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 will be 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.

162

Table of Contents

U.S. Federal Income Tax Considerations

Upon the sale or other disposition of the Series B shares or ADSs, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and such U.S. holder’s tax basis in the Series B shares or ADSs. Gain or loss recognized by a U.S. holder on such sale or other disposition generally will be long-term capital gain or loss if, at the time of the sale or other disposition, the Series B shares or ADSs have been held for more than one year. Long-term capital gain recognized by a U.S. holder that is an individual is subject to lower rates of federal income taxation than ordinary income or short-term capital gain. The deduction of a capital loss is subject to limitations for U.S. federal income tax purposes. Deposits and withdrawals of Series B shares by U.S. holders in exchange for ADSs will not result in the realization of gain or loss for U.S. federal income tax purposes.

Gain, if any, realized by a U.S. holder on the sale or other disposition of the Series B shares or ADSs generally will be treated as U.S.source income for U.S. foreign tax credit purposes. Consequently, if a Mexican withholding tax is imposed on the sale or disposition of the Series B shares, a U.S. holder that does not receive significant foreign source income from other sources may not be able to derive effective U.S. foreign tax credit benefits in respect of these Mexican taxes. U.S. holders should consult their own tax advisors regarding the application of the foreign tax credit rules to their investment in, and disposition of, Series B shares.

Other Mexican Taxes

There are no Mexican inheritance, gift, succession or value added taxes applicable to the ownership, transfer or disposition of the Series B shares or ADSs by non-Mexican holders; provided, however, that gratuitous transfers of the Series B shares or ADSs may in certain circumstances cause a Mexican federal tax to be imposed upon the recipient. There are no Mexican stamp, issue, registration or similar taxes or duties payable by non-Mexican holders of the Series B shares or ADSs.

U.S. Backup Withholding Tax and Information Reporting Requirements

In general, information reporting requirements will apply to payments by a paying agent within the United States to a non-corporate (or other non-exempt) U.S. holder of dividends in respect of the Series B shares or ADSs or the proceeds received on the sale or other disposition of the Series B shares or ADSs, and a backup withholding tax may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number to the paying agent. Amounts withheld as backup withholding tax will be creditable against the U.S. holder’s U.S. federal income tax liability, provided that the required information is furnished to the U.S. Internal Revenue Service.

DOCUMENTS ON DISPLAY

The materials included in this annual report on Form 20-F, and exhibits hereto, may be viewed at the U.S. Securities and Exchange Commission’s public reference room in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. The Securities and Exchange Commission maintains a World Wide Web site on the Internet at http://www.sec.gov that contains reports and information statements and other information regarding us. The reports and information statements and other information about us can also be downloaded from the Securities and Exchange Commission’s website.

163

Table of Contents

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in currency exchange rates.

Our principal exchange rate risk involves changes in the value of the peso relative to the dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers) has been denominated in or linked to the U.S. dollar, although such revenues are collected in pesos based on the average exchange rate for the prior month. In 2008, 2009 and 2010, approximately 14.0%, 15.6% and 11.9%, respectively, of our consolidated 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, 2010, we estimate that our revenues would have increased by Ps. 31.7 million.

As of December 31, 2008, 2009 and 2010, 1.2%, 17.0% and 2.9%, respectively, of our cash and cash equivalents were denominated in dollars. Based upon a 10% depreciation of the peso compared to the U.S. dollar as of December 31, 2010, we estimate that the value of our cash and cash equivalents would have increased by Ps. 0.9 million.

As of December 31, 2009, we have incurred in foreign currency indebtedness contracts of 9.4 million U.S. dollars. Based upon a 10% depreciation of the peso compared to the U.S. dollar as of December 31, 2009, we estimate that the value of our liability would have increased by Ps. 12.2 million and will result in a foreign exchange loss for such amount. As of December 31, 2010, we have incurred foreign currency indebtedness of 7.6 million U.S. dollars. Based upon a 10% depreciation of the peso compared to the U.S. dollar as of December 31, 2010, we estimate that the value of our liability would have increased by Ps. 9.4 million and will result in a foreign exchange loss for such amount.

At December 31, 2008, 2009 and 2010, we did not have any outstanding forward foreign exchange contracts, other derivative contracts or off-balance sheet transactions.

Item 12.

Description of Securities Other Than Equity Securities

Not applicable.

Item 12A.

Debt Securities

Not applicable.

Item 12B.

Warrants and Rights

Not applicable.

Item 12C.

Other Securities

Not applicable.

Item 12D.

American Depositary Shares

The following table sets forth the fees and charges that a holder of our ADSs may have to pay, directly or indirectly.

164

Table of Contents

Service	Fee or Charge Amount	Payee

Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property	$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Bank of New York Mellon

Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates	$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)	Bank of New York Mellon

Any cash distribution to ADS registered holders	$0.02 (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 ADS 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

Depositary services	$0.02 (or less) per ADSs per calendar year	Bank of New York Mellon

Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares	Registration or transfer fees	Bank of New York Mellon

Cable, telex and facsimile transmissions (when 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

Other fees, as necessary	Taxes and other governmental charges the Bank of New York Mellon or the custodian has to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes	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

165

Table of Contents

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.

The following table sets forth the amounts we received in 2010, directly or indirectly, from The Bank of New York Mellon, as depositary of our ADSs:

The Bank of New York Mellon, as depositary of our ADSs, has agreed to reimburse us for expenses they incur that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for its continuing annual stock exchange listing fees. It has also agreed to reimburse us annually for certain investor relationship programs. 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.

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 design and operation of our disclosure controls and procedures as of December 31, 2010.

166

Table of Contents

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 as of December 31, 2010, 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 Exchange Act 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:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

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 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, 2010.

In making its assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in Internal Control — Integrated Framework.

Based on our assessment and those criteria, our management believes that our company maintained effective internal control over financial reporting as of December 31, 2010.

(c)	Report of Independent Registered Public Accounting Firm

Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu, the independent registered public accounting firm that has audited our consolidated financial statements, has also issued an attestation report on the effectiveness of our internal control over financial reporting. That report appears directly below.

167

Table of Contents

To the Board of Directors and Stockholders of

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.:

We have audited the internal control over financial reporting, of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2010, 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.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, 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, 2010 of the Company and our report dated June 1, 2011 expressed an unqualified opinion on those financial statements based on our audit and includes explanatory paragraphs regarding (1) the adoption of INIF 17, Service Concession Contracts, (2) the Company’s adoption of IFRS for the year ended December 31, 2011, (3) the nature and effect of differences between Mexican financial reporting standards and accounting principles generally accepted in the United States of America and (4) that our audit also comprehended the translation of Mexican peso amounts into U.S. dollar amounts in conformity with the basis stated in Note 2 to such consolidated financial statements.

168

Table of Contents

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

/s/ Alejandra Villagómez García

C.P.C. Alejandra Villagómez García

Monterrey, México

June 1, 2011

(d)	Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting during 2010 that has materially affected, or is reasonably likely to materially affect, or internal control over financial reporting.

Item 16.

[Reserved]

Item 16A.

Special Committee responsible for Audit Functions’ Financial Expert

Our Board of Directors has determined that Mr. Luis Guillermo Zazueta Domínguez, a member of our Committee responsible for the Audit Functions, qualifies as an “audit committee financial expert” and as independent within the meaning of this 16A. The shareholders’ meeting of April 3, 2008 ratified Mr. Luis Guillermo Zazueta Domínguez, as the independent director required by the Mexican Securities Market Law and applicable NASDAQ listing standards, as an “audit committee financial expert” within the meaning of this Item 16A. 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 persons performing similar functions as well as to our other officers and employees. Our code of ethics is filed as an exhibit to this Form 20-F and is available on our website at www.oma.aero. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer, chief accounting officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website at the same address.

169

Table of Contents

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, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu (Deloitte), during the fiscal years ended December 31, 2009 and 2010:

	2009		2010
Audit fees	Ps. 5,036		Ps. 6,352
Audit-related fees		0		0
Tax fees		0		0
Other fees		1,680		450
Total fees	Ps. 6,716		Ps. 6,802

Audit fees in the above table are the aggregate fees billed by Deloitte in connection with audits of both our consolidated financial statements and those financial statements of our subsidiaries and other statutory audit reports.

Tax fees in the above table are fees billed by Deloitte for tax compliance.

Other fees in the above table are fees billed by Deloitte in connection with social security annual compliance review, Sarbanes-Oxley compliance and a Technical Assistance Agreement compliance report.

Audit Committee Pre-Approval Policies and Procedures

Our Special Committee responsible for Audit Functions 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 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.

170

Table of Contents

Shares repurchased by us pursuant to the share repurchase program

2010	(a) Total number of shares purchased			(b) Average price paid per share in Pesos		(c) Total number of shares purchased as part of publicly announced plans or programs			(d) Maximum number of shares that may yet be purchased under the plans or programs
January 1-31		0			0		0			N/A
February 1-28		(127,000	)		21		(127,000	)		N/A
March 1-31		(503,600	)		23		(503,600	)		N/A
April 1-30		0			0		0			N/A
May 1-31		(194,800	)		21		(194,800	)		N/A
June 1-30		0			N/A		0			N/A
July 1-31		0			N/A		0			N/A
August 1-31		0			N/A		0			N/A
September 1-30		0			N/A		0			N/A
October 1-31		0			N/A		0			N/A
November 1-30		0			N/A		0			N/A
December 1-31		0			N/A		0			N/A
2010 Total		(825,400	)				(825,400	)		N/A

Shares purchased by Aeroinvest

2010

(a) Total number of shares purchased

(b) Average price paid per share in Pesos

(d) Maximum number of shares that may yet be purchased under the plans or programs

January 1-31

N/A

February 1-28

N/A

March 1-31

N/A

April 1-30

N/A

May 1-31

N/A

June 1-30

N/A

July 1-31

(100,000

)

20.54

N/A

August 1-31

N/A

September 1-30

N/A

October 1-31

N/A

November 1-30

N/A

December 1-31

N/A

2010 Total

(100,000

)

N/A

Item 16F.

Change in Registrant’s Certifying Accountant

Not applicable

Item 16G.

Corporate Governance

Pursuant to Rule 5615(a)(3) of the NASDAQ Stock Market, Inc. (NASDAQ) Marketplace Rules, 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 NASDAQ 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.

On December 30, 2005, a new Mexican Securities Market Law was published in the Diario Oficial de la Federación, which became effective on June 28, 2006.

171

Table of Contents

The table below discloses the significant differences between our corporate governance practices and the NASDAQ standards.

NASDAQ Standards		Our Corporate Governance Practice

Director Independence. Majority of Board of Directors must be independent and directors deemed independent must be identified in a listed company’s proxy statement (or annual report on Form 10-K or 20-F if the issuer does not file a proxy statement). “Controlled companies,” which would include our company if we were a U.S. issuer, are exempt from this requirement. A controlled company is one in which more than 50% of the voting power is held by an individual, group or another company, rather than the public. Rules 5605(b)(1), 5615(c)(1) & (c)(2).		Director Independence. Pursuant to the Mexican Securities Market Law, we are required to have a Board of Directors composed of a maximum of 21 members, 25% of whom must be independent. One alternate director may be appointed for each principal director; provided that the alternates for the independent director must also be independent. Certain persons are per se non-independent, including insiders, control persons, major suppliers, and any relatives of such persons. In accordance with the Mexican Securities and Market Law, our shareholders’ meeting is required to make a determination as to the independence of our directors, though such determination may be challenged by the National Banking and Securities Commission. There is no exemption from the independence requirement for controlled companies. Our by-laws provide that our Board of Directors shall be composed of at least 11 members. Currently, our board has eleven members, of which five are independent under the Mexican Securities Market Law and the Sarbanes-Oxley Act of 2002.

Executive Sessions. Independent directors must meet regularly in executive sessions at which only independent directors are present. Rule 5605(b)(2).		Executive Sessions. Our non-management and independent directors are not required to meet in executive sessions and generally do not do so. Under our bylaws and applicable Mexican law, executive sessions are not required.

Audit Committee. Audit committee satisfying the independence and other requirements of Rule 10A-3 under the Exchange Act and the more stringent requirements under the NASDAQ standards is required. Rule 5605(c)(1).		Special Committee responsible for the Audit Functions. We previously had an Audit Committee, which our shareholders’ meeting of April 24, 2009 combined with the Corporate Practices Committee to form a sole Special Committee. We are in compliance with the independence requirements of Rule 10A-3. Marketplace Rule 4350(a)(1) permits us to follow our home country governance practices in lieu of certain NASDAQ requirements, and as such the members of our Special Committee responsible for Audit Functions are not required to satisfy the NASDAQ independence and other Audit Committee standards that are not prescribed by Rule 10A-3.

172

Table of Contents

NASDAQ Standards	Our Corporate Governance Practice


	The principal characteristics of our Committee responsible for Audit Functions are as follows:

	·	Our Special Committee is composed of four members, all of whom are members of our Board of Directors.

	·	All of the members of our Special Committee and the committee’s chairman are independent.

	·	The Chairman of the Special Committee is appointed and/or removed exclusively by the general shareholders’ meeting.

	·	Our Special Committee operates pursuant to provisions in the Mexican Securities Market Law and our bylaws.

	·	Our Special Committee submits an annual report regarding its activities to our Board of Directors.

	·	The duties of our Special Committee include, among others, the following:

		·	selecting the external auditor of the Company, recommending to the Board of Directors the appointment of such external auditor and providing an opinion about any removal of such external auditor;

		·	supervising our external auditors and analyzing their reports;

		·	analyzing and supervising the preparation of our financial statements;

		·	informing the board of our internal controls and their adequacy;

		·	requesting reports from our executive officers whenever the committee deems appropriate, providing assistance to our Board of Directors in the preparation of the reports containing the main accounting and information guidelines used for the preparation of the financial information, and assistance to our Board of Directors in the preparation of the report on the operations and activities in which the Board of Directors had intervened pursuant to the Securities Market Law;

173

Table of Contents

NASDAQ Standards		Our Corporate Governance Practice

			·	informing the board of any irregularities that it may encounter;

			·	receiving and analyzing recommendations and observations made by the shareholders, members of the Board, executive officers, our external auditors or any third party and taking the necessary actions;

			·	calling shareholders’ meetings;

			·	overseeing the execution of the shareholders’ and directors’ resolutions by the Chief Executive Officer in accordance with the instructions provided thereto by the shareholders or the directors; and

			·	providing an annual report to the Board.

174

Table of Contents

NASDAQ Standards	Our Corporate Governance Practice

Compensation Committee. CEO compensation must be determined, or recommended to the board for determination, either by compensation committee comprised solely of independent directors or a majority of the independent directors and the CEO may not be present during voting or deliberations. Compensation of all other executive officers must be determined in the same manner, except that the CEO, and any other executive officers, may be present. “Controlled companies” are exempt from this requirement. Rules 5605(e)(1)(B) & 5615(c)(2).	Special Committee responsible for the Corporate Practices Functions. Pursuant to the Mexican Securities Market Law, we are required to have a committee responsible for Corporate Practices Functions, although we are not required to have a separate compensation committee. The Mexican Securities Market Law requires that committees consist of at least 3 independent directors appointed by the Board of Directors. All committee members must be independent (except to the extent a controlling shareholder or shareholders own 50% or more of our outstanding capital stock, in which case the majority must be independent).

	Pursuant to our bylaws and the Mexican Securities Market Law, the duties of our Special Committee responsible for Corporate Practices Functions include, among others, the following:

	(i) providing opinions to our Board of Directors;

	(ii) requesting and obtaining opinions from independent experts;

	(iii) calling shareholders’ meeting; and

	(iv) assisting the board in the preparation of annual reports and other reporting obligations.

	The duties of our Special Committee responsible for Corporate Practices Functions are, among others, the following:

	·	evaluating the performance of relevant officers,

	·	reviewing related-party transactions, and

	·	determining the total compensation package of the chief executive officer.

Equity Compensation Plans. Equity compensation plans require shareholder approval, subject to limited exemptions. Rule 5635(c).	Equity Compensation Plans. Shareholder approval is not expressly required under our bylaws for the adoption and amendment of an equity-compensation plan. Such plans must provide from similar treatment of executives in comparable positions. No equity-compensation plans have been approved by our shareholders.

175

Table of Contents

NASDAQ Standards		Our Corporate Governance Practice

Shareholder Approval for Issuance of Securities. Issuances of securities (1) that will result in a change of control of the issuer, (2) in connection with certain acquisitions of the stock or assets of another company, or (3) in connection with certain transactions other than public offerings require shareholder approval. Rules 5635(a)(2), (b) & (d)(1-2).		Shareholder Approval for Issuance of Securities. Mexican law and our bylaws require us to obtain shareholder approval for the issuance of equity securities. Treasury stock, however, may be issued by the Board of Directors without shareholder approval.

Code of Business Conduct and Ethics. Corporate governance guidelines and a code of business conduct and ethics is required, with disclosure of any waiver and the reasons for such waiver for directors or executive officers. The code must include an enforcement mechanism. Rule 5610.		Code of Business Conduct and Ethics. We have adopted a code of ethics applicable to all of our directors and executive officers, which is available to you free of charge upon request and at www.oma.aero. We are required by Item 16B of Form 20-F to disclose any waivers granted to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our other officers/employees.

Conflicts of Interest. Appropriate review of all related party transactions for potential conflict of interest situations and approval by an Audit Committee or another independent body of the Board of Directors of such transactions is required. Rule 5630(a-b).		Conflicts of Interest. In accordance with Mexican law and our bylaws, the Special Committee responsible for Audit Functions must provide an opinion regarding any transaction with a related party that is outside of the ordinary course of business, and such transactions must be approved by the Board of Directors. Pursuant to the Mexican Securities Market Law, our Board of Directors and our Special Committee responsible for Audit Functions are required to establish certain guidelines regarding related party transactions that do not require board approval.

Solicitation of Proxies. 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 NASDAQ. Rule 5620(b).		Solicitation of Proxies. Under the Mexican Securities Market Law, we are obligated to make available proxy materials for meetings of 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 by proxy. Under the deposit agreement relating to our ADSs, holders of our ADSs receive notices of shareholders’ meetings and, where applicable, requests for instructions to the ADS depositary for the voting of shares represented by ADSs.

176

Table of Contents

NASDAQ Standards		Our Corporate Governance Practice

Peer Review. A listed company must be audited by an independent public accounting firm that is registered as a public accounting firm with the Public Company Accounting Oversight Board. Rule 5250(c)(3).		Peer Review. Under Mexican law, we must be audited by an independent public accountant that has received a “quality control review” as defined by the National Banking and Securities Commission. Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte & Touche Tohmatsu, our independent auditor, is not subject to “peer review” as such term is defined in Marketplace Rule 4350(k).

PART III

Item 17.

Financial Statements

Not applicable.

Item 18.

Financial Statements

See pages F-1 through F-38, incorporated herein by reference.

177

Table of Contents

Item 19.

Exhibits

Documents filed as exhibits to this annual report:

Exhibit No.		Description

1.1		An English translation of our Amended and Restated Bylaws (Estatutos Sociales) of GACN.

2.1		Deposit Agreement among GACN, 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 amended registration statement on Form F-1/A (File No. 333-138710) filed on November 22, 2006).

3.1		Trust Agreement among GACN, Operadora Mexicana de Aeropuertos, S.A. de C.V. (now Servicios de Tecnología Aeroportuaria, S.A. de C.V.), or SETA, and Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria, or Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

3.2		Amendment to the Trust Agreement among GACN, SETA, and Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

3.3		Voting Agreement among Aeroinvest, ADPM, SETA, Banco Nacional de Comercio Exterior, S.N.C., División Fiduciaria and Banca Múltiple, J.P. Morgan Grupo Financiero, División Fuduciaria, English translation (incorporated by reference to our annual report on Form 20-F for the year ended December 31, 2006, filed on July 2, 2007).

4.1		Amended and Restated Monterrey Airport Concession Agreement and annexes thereto, English translation and a schedule highlighting the differences between this concession and GACN’s other concessions (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.2		Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, Nacional Financiera, S.N.C., Dirección Fiduciaria, or NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., Aeropuerto de Acapulco, S.A. de C.V., Aeropuerto de Chihuahua, S.A. de C.V., Aeropuerto de Ciudad Juárez, S.A. de C.V., Aeropuerto de Culiacán, S.A. de C.V., Aeropuerto de Durango, S.A. de C.V., Aeropuerto de Mazatlán, S.A. de C.V., Aeropuerto de Monterrey, S.A. de C.V., Aeropuerto de Reynosa, S.A. de C.V., Aeropuerto de Tampico, S.A. de C.V., Aeropuerto de Torreón, S.A. de C.V., Aeropuerto de San Luis Potosí, S.A. de C.V., Aeropuerto de Zacatecas, S.A. de C.V.and Aeropuerto de Zihuatanejo, S.A. de C.V. (collectively, the “Concession Companies”), SETA, Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

178

Table of Contents

Exhibit No.		Description

4.3		Amendment to Participation Agreement among GACN, the Mexican Federal Government through the Ministry of Communications and Transportation, NAFIN, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA, Constructoras ICA, S.A. de C.V.and Aéroports de Paris, with the appearance of Bancomext, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.4		Agreement entered into among NAFIN, Aeroinvest, SETA and the Mexican Federal Government through the Ministry of Communications and Transportation with respect to certain provisions of the Participation Agreement, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.5		Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios Aeroportuarios del Centro Norte, S.A. de C.V., the Concession Companies, SETA and Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.6		Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of the Registrant and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.7		Termination Agreement in respect of the Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of GACN and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.8		Stock Purchase Agreement between the Mexican Federal Government through the Ministry of Communications and Transportation and SETA, with the appearance of Constructoras ICA, S.A. de C.V., Aéroports de Paris and Vinci, S.A., and the Mexican Federal Treasury, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.9		Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of the Registrant and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.10		Termination Agreement in respect of the Shareholders Agreement among NAFIN, SETA and Bancomext, with the appearance of GACN and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

4.11		Lease Agreement among Aereopuerto Internacional de la Ciudad de México S.A. de C.V. and Consorcio Grupo Hotelero T2 S.A. de C.V. dated as of March 22, 2007.

8.1		List of subsidiaries of GACN (incorporated by reference to our registration statement on Form F-1 (File No. 333-138710) filed on November 15, 2006).

179

Table of Contents

Exhibit No.		Description

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, 2006, filed on July 2, 2007).

12.1		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

12.2		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

13.1		Certification of Chief Financial Officer and Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

___________

*Filed herewith

180

Table of Contents

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 CENTRO NORTE, S.A.B. DE C.V.


	By: /s/ José Luis Guerrero Cortés
		Name: José Luis Guerrero Cortés
		Title: Chief Financial Officer

Dated: June 6, 2011

*******

181

Table of Contents

Consolidated Financial Statements

for Grupo Aeroportuario del Centro Norte, S.A.B. de C.V.

and Subsidiaries

Report of Independent Registered Public Accounting Firm to the Board of Directors and Stockholders of Grupo Aeroportuario del Centro Norte, S.A.B de C.V	F-3

Consolidated Balance Sheets as of December 31, 2010 and 2009	F-4

Consolidated Statements of Income for the Years Ended December 31, 2010, 2009 and 2008	F-5

Consolidated Statements of Changes in Stockholder’s Equity for the Years Ended December 31, 2010, 2009 and 2008	F-6

Consolidated Statements of Cash Flows for the Years Ended December 31, 2010 and 2009	F-8

Notes to Consolidated Financial Statements for the Years Ended December 31, 2010, 2009 and 2008	F-9

F-1

Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

(Subsidiary of Aeroinvest, S.A. de C.V.)

Consolidated Financial Statements for the Years Ended December 31, 2010, 2009 and 2008, and Report of Independent Registered Public Accounting Firm Dated June 1, 2011 

F-2

Table of Contents

Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of

Grupo Aeroportuario del Centro Norte, S. A. B de C. V.:

We have audited the accompanying consolidated balance sheet of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries (the “Company”) as of December 31, 2010 and 2009, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles 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.

As disclosed in Note 3a to the accompanying financial statements, on January 1, 2010, the Company adopted interpretation to financial reporting standards (INIF) 17, “Service Concession Contracts.”

As disclosed in Note 1 to the accompanying financial statements, the Company’s management decided to early adopt International Reporting Standards as issued by the International Accounting Standards Board for the year ended December 31, 2011.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and subsidiaries as of December 31, 2010 and 2009, and their results of operations, changes in their stockholders’ equity and their cash flows for the years ended December 31, 2010, 2009 and 2008, in conformity with Mexican Financial Reporting Standards.

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 23 to the consolidated financial statements.

Our audits also comprehended the translation of the Mexican peso amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. The translation of the financial statement amounts into U.S. dollars and the translation of the financial statements into English have been made solely for the convenience of readers in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of December 31, 2010, 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 June 1, 2011 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Galaz, Yamazaki, Ruiz Urquiza, S.C.

Member of Deloitte Touche Tohmatsu Limited

C.P.C. Alejandra Villagómez García

Monterrey, N.L., Mexico

June 1, 2011

F-3

Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

Consolidated Balance Sheets

At December 31, 2010 and 2009

(In thousands of U.S. dollars ($) and thousands of Mexican pesos (Ps.))

	2010 (Convenience Translation; See Note 2)		2010		2009
Assets
Current assets:
Cash and cash equivalents (Note 4)	$	25,270	Ps. 312,838		Ps. 267,734
Trade accounts receivable – net (Note 5)		18,937		234,441		423,236
Recoverable taxes		15,189		188,071		94,194
Accounts receivable from related parties (Note 13)		7,193		89,053		80,712
Other current assets		1,387		17,172		18,529
Total current assets		67,976		841,575		884,405
Land, buildings, machinery and equipment – net (Note 6)		186,660		2,310,848		2,183,613
Investment in airport concessions – net (Note 7)		586,960		7,266,560		7,164,874
Other assets – net		2,803		34,696		43,786
Total	$	844,399	Ps.10,453,679		Ps.10,276,678
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt (Note 8)	$	633	Ps. 7,840		Ps. 203,057
Current portion of long-term debt (Note 9)		10,944		135,490		58,824
Trade accounts payable		16,668		206,350		303,418
Accrued expenses and taxes payable		9,285		114,952		97,909
Accounts payable to related parties (Note 13)		14,475		179,195		278,820
Advances from customers		18		223		1,094
Dividends payable		7,529		93,208		92,085
Statutory employee profit sharing		285		3,534		2,396
Total current liabilities		59,837		740,792		1,037,603
Guarantee deposits		1,523		18,857		19,258
Long–term debt (Note 9)		77,504		959,505		411,765
Employee benefits (Note 10)		2,385		29,527		24,991
Deferred income taxes (Note 15)		69,434		859,589		1,108,098
Total liabilities		210,683		2,608,270		2,601,715
Commitments and contingencies (Notes 7, 16 and 17)
Stockholders’ equity (Note 11):
Capital stock – nominal value		355,379		4,399,590		4,390,474
Restatement for inflation of capital stock		143,456		1,775,981		1,772,299
Additional paid in capital		2,406		29,785		29,785
Retained earnings		99,104		1,226,913		1,121,733
Reserve for repurchase of shares		32,768		405,674		351,836
Noncontrolling interest		603		7,466		8,836
Total stockholders’ equity		633,716		7,845,409		7,674,963
Total	$	844,399	Ps.10,453,679		Ps.10,276,678

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Income

For the years ended December 31, 2010, 2009 and 2008

(In thousands of U.S. dollars ($) and thousands of Mexican pesos (Ps.), except share and per share data)

	2010 (Convenience Translation; See Note 2)			2010			2009			2008
Revenues:
Aeronautical services (Note 19)	$	133,492		Ps. 1,652,626			Ps. 1,526,965			Ps. 1,617,195
Non-aeronautical services (Note 19)		31,662			391,974			354,001			371,281
Hotel and catering services		8,063			99,823			15,311			-
Construction services		40,955			507,026			640,992			492,813
		214,172			2,651,449			2,537,269			2,481,289
Operating costs:
Cost of services (Note 20)		54,413			673,632			447,568			507,214
Cost of construction		40,955			507,026			640,992			492,813
Administrative expenses		30,639			379,314			330,969			269,929
Concession taxes		8,325			103,067			94,756			101,642
Technical assistance fees (Note 13)		3,842			47,567			51,710			55,604
Depreciation and amortization		37,938			469,672			411,890			366,719
		176,112			2,180,278			1,977,885			1,793,921
Income from operations		38,060			471,171			559,384			687,368
Other (expenses) income – net (Note 14)		(250	)		(3,090	)		10,051			104,792
Net comprehensive financing cost:
Interest (expense) income – net		(5,646	)		(69,900	)		(26,195	)		63,167
Exchange gain (loss) – net		125			1,562			4,069			(74,618	)
		(5,521	)		(68,338	)		(22,126	)		(11,451	)
Income before income taxes		32,289			399,743			547,309			780,709
Income tax (Note 15)		(12,297	)		(152,232	)		77,785			238,906
Consolidated net income	$	44,586		Ps. 551,975			Ps. 469,524			Ps. 541,803
Controlling interest	$	44,697		Ps 553,345			Ps. 470,988			Ps. 541,844
Noncontrolling interest		(111	)		(1,370	)		(1,464	)		(41	)
Consolidated net income	$	44,586		Ps. 551,975			Ps. 469,524			Ps. 541,803
Weighted average number of common shares outstanding (Note 11c.)		398,967,756			398,967,756			394,934,855			396,284,313
Basic and diluted earnings per share:
Controlling interest	$	0.1121		Ps. 1.3869			Ps. 1.1926			Ps. 1.3673
Noncontrolling interest		(0.0003	)		(0.0034	)		(0.0037	)		(0.0001	)
Basic and diluted earnings per share	$	0.1118		Ps. 1.3835			Ps. 1.1889			Ps. 1.3672

See accompanying notes to consolidated financial statements.

F-5

Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Equity (Note 11)

For the years ended December 31, 2010, 2009 and 2008

(In thousands of U.S. dollars ($) and thousands of Mexican pesos (Ps.), except share data)

				Capital stock
	Number of shares			Nominal value			Restatement for inflation of capital stock			Additional paid-in capital		Retained earnings			Reserve for repurchase of shares			Additional liability for employee benefits			Noncontrolling interest			Cumulative initial effect of deferred income taxes			Total stockholders’ equity
Balances as of January 1, 2008		397,395,300		Ps.4,379,741			Ps.1,768,157			Ps.29,785		Ps.664,312			Ps.353,518			Ps. 4,968			Ps. -			Ps. 273,861			Ps.7,474,342
Dividends declared (Ps. 1.0856 per share)		-			-			-			-		(434,240	)		-			-			-			-			(434,240	)
(Reserve for repurchase) reissuance of shares, net		(2,121,400	)		(23,380	)		(9,633	)		-		-			(20,332	)		-			-			-			(53,345	)
Reclassification of the cumulative initial effect of deferred income taxes and the effect of additional liability for employee benefits		-			-			-			-		278,829			-			(4,968	)		-			(273,861	)		-
Increase of noncontrolling interest		-			-			-			-		-			-			-			1,200			-			1,200
Net income		-			-			-			-		541,844			-			-			(41	)		-			541,803
Balances as of December 31, 2008		395,273,900			4,356,361			1,758,524			29,785		1,050,745			333,186			-			1,159			-			7,529,760
Dividends declared (Ps.1.0000 per share)		-			-			-			-		(400,000	)		-			-			-			-			(400,000	)
Reissuance (reserve for repurchase) of shares, net		3,082,700			34,113			13,775			-		-			18,650			-			-			-			66,538
Increase of noncontrolling interest		-			-			-			-		-			-			-			9,141			-			9,141
Net income		-			-			-			-		470,988			-						(1,464	)		-			469,524
Balances as of December 31, 2009		398,356,600			4,390,474			1,772,299			29,785		1,121,733			351,836			-			8,836			-			7,674,963
Dividends declared (Ps.1.0000 per share)		-			-			-			-		(400,000	)		-			-			-			-			(400,000	)
Reissuance (reserve for repurchase) of shares, net		825,400			9,116			3,682			-		-			5,673			-			-			-			18,471
Increase in reserve for repurchase of shares		-			-			-			-		(48,165	)		48,165			-			-			-			-
Net income		-			-			-			-		553,345			-			-			(1,370	)		-			551,975
Balances as of December 31, 2010		399,182,00		Ps.4,399,590			Ps.1,775,981			Ps.29,785		Ps.1,226,913			Ps.405,674			Ps. -			Ps. 7,466			Ps. -			Ps. 7,845,409

F-6

Table of Contents

			Capital Stock
	Number of shares		Nominal value		Restatement for inflation of capital stock		Additional paid-in capital		Retained earnings			Reserve for repurchase of shares		Noncontrolling interest			Total stockholders’ equity

Balances as of December 31, 2009 (Convenience translation; Note 2)		398,356,600	$	354,644	$	143,158	$	2,406	$	90,608		$	28,420	$	714		$	619,950
Dividends declared ($0.0808 per share)		-		-		-		-		(32,310	)		-		-			(32,310	)
Reissuance (reserve for repurchase) of shares, net		825,400		735		298		-		-			457		-			1,490
Increase in reserve for repurchase of shares		-		-		-		-		(3,891	)		3,891		-			-
Net income		-		-		-		-		44,697			-		(111	)		44,586
Balances as of December 31, 2010		399,182,000	$	355,379	$	143,456	$	2,406	$	99,104		$	32,768	$	603		$	633,716

See accompanying notes to consolidated financial statements.

F-7

Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2010 and 2009

(In thousands of U.S. dollars ($) and thousands of Mexican pesos (Ps.))

	2010 (Convenience Translation; See Note 2)			2010			2009			2008
Operating activities:
Income before income taxes	$	32,289		Ps.399,743			Ps.547,309			Ps.780,709
Items related to investment activities:
Depreciation and amortization		37,938			469,672			411,890			366,719
Interest income		(1,389	)		(17,189	)		(22,093	)		(65,813	)
Items related to financing activities:
Interest expense		7,035			87,089			48,288			2,646
Exchange (gain) loss		-			-			(5,119	)		67,835
		75,873			939,315			980,275			1,152,096
Changes in working capital:
Trade accounts receivables		15,250			188,795			(34,671	)		(127,965	)
Recoverable taxes		(14,094	)		(174,488	)		(142,384	)		(274,323	)
Other receivables		111			1,357			10,869			2,387
Trade accounts payable		(18,914	)		(234,159	)		(237,676	)		(11,574	)
Accrued expenses and taxes		111			1,375			764			(40,896	)
Accounts payable to related parties		(9,363	)		(115,914	)		(125,437	)		158,101
Advances from customers		(70	)		(871	)		(2,873	)		1,666
Guarantee deposits		(32	)		(401	)		(1,203	)		984
Employee benefits		366			4,536			1,589			(14,273	)
Employee profit sharing		92			1,138			(442	)		(6,509	)
Deferred employee profit sharing		-			-			-			(104,230	)
Net cash provided by operating activities		49,330			610,683			448,811			735,464
Investing activities:
Payments for purchase of land, machinery and equipment		(8,478	)		(104,953	)		(216,777	)		(1,375,586	)
Payments for improvements to concessioned properties		(35,989	)		(445,546	)		(398,592	)		(558,310	)
Other investing activities		492			6,087			(3,858	)		(14,519	)
Interest collected		1,388			17,189			22,093			65,813
Net cash used in investing activities		(42,587	)		(527,223	)		(597,134	)		(1,882,602	)
Excess cash to be applied to (obtained from) financing activities		6,743			83,460			(148,323	)		(1,147,138	)
Financing activities:
(Payment of) proceeds from short-term debt		(15,769	)		(195,217	)		72,194			130,863
Proceeds from long term debt		50,437			624,406			470,589			-
Noncontrolling interest		-			-			9,141			1,200
Interest paid		(7,035	)		(87,089	)		(48,288	)		(2,646	)
Dividends paid		(32,224	)		(398,927	)		(411,537	)		(428,218	)
Reissuance (repurchase) of shares, net		1,492			18,471			66,538			(53,345	)
Net cash (used in) provided by financing activities		(3,099	)		(38,356	)		158,637			(352,146	)
Net increase (decrease) in cash and cash equivalents		3,644			45,104			10,314			(1,499,284	)
Cash and cash equivalents at beginning of year		21,626			267,734			257,420			1,756,704
Cash and cash equivalents at end of year	$	25,270		Ps.312,838			Ps.267,734			Ps.257,420

See accompanying notes to consolidated financial statements.

F-8

Table of Contents

Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2010, 2009 and 2008

(In thousands of U.S. dollars ($) and thousands of Mexican pesos (Ps., except share and per share data)

1.	Activities and significant events

Activities – Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. (“GACN”, or collectively with its subsidiaries, the “Company”), a direct subsidiary of Aeroinvest, S.A. de C.V. (“Aeroinvest”) and Empresas ICA, S.A.B. de C.V. (“ICA”), the ultimate controlling company, is a holding company, whose subsidiaries are engaged in the administration, operation and use of 13 airports under a concession granted by the Mexican government through the Ministry of Communications and Transportation (“SCT”). The airports are located in the following cities: Monterrey, Acapulco, Mazatlán, Zihuatanejo, Ciudad Juárez, Reynosa, Chihuahua, Culiacán, Durango, San Luis Potosí, Tampico, Torreón, and Zacatecas. The Company through one of its subsidiaries (see Note 1c below) began to recognize hotel service revenues on August 2009, related to its Terminal 2 NH Hotel located in the Mexico City airport.

The Company and its subsidiaries began operations on November 1, 1998. The Company’s incorporation was part of the Mexican government’s plan to open the Mexican Airport System to private investors under a two-stage program developed by the SCT.

On June 29, 1998, the SCT granted to the subsidiaries of GACN, concessions to manage, operate and develop the 13 airports that comprise the Central-North Group, and benefit from the use of the airport facilities for a period of 50 years beginning November 1, 1998. The term may be extended by the SCT in one or more instances, not to exceed a total of an additional 50 years.

As a result of the public bidding process discussed above, in June 2000, a stock purchase agreement was executed between the Mexican government and Servicios de Tecnología Aeroportuaria, S.A. de C.V. (“SETA”), whereby the Mexican government sold 15% of its then-outstanding equity interests in the Company to SETA. SETA paid the Mexican government Ps. 1,214,375 (Ps. 864,056 historical pesos), excluding interest, in exchange for: (i) 58,800,000 Class I Series “BB” shares; (ii) an option to acquire from the Mexican government an additional 36% of the then-outstanding equity interest held by the Mexican government in the Company, in the event that such shares were not sold in a public offering within a specified time period (which was subsequently assigned to one of SETA’s stockholders; see below); (iii) the right and obligation to enter into various agreements, including a technical assistance and transfer-of-technology agreement as defined in the public bidding process; and (iv) a stock option agreement, according to which SETA had the option to subscribe up to 3% of the new Series “B” shares.

Significant events:

Adoption of International Financial Reporting Standards – In January 2009, the National Banking and Securities Commission (“CNBV”) published the amendments to its National Securities Law to include the enforceability of filing financial statements prepared according to the International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”) beginning in the year ending December 31, 2012, permitting their early adoption.

The Company’s management decided to early adopt the IFRS for the year ending December 31, 2011, considering January 1, 2010 as the “transition date” to IFRS. Therefore, the financial statements for the year ended December 31, 2010, are the last to be prepared under Mexican Financial Reporting Standards (“MFRS”).

The Company’s decision to early adopt IFRS complies with international reporting requirements, and provides the public with relevant information for making investment decisions as it relates to their financial information and provides comparability regarding other entities in the same industry. Consequently, on January 1, 2011, GACN suspended the application of MFRS in the preparation of its financial information.

The estimated effects arising from the adoption of IFRS as of December 31, 2010, are disclosed in Note 21 including a description of the significant changes in accounting principles.

F-9

Table of Contents

On December 22, 2010 Aeroinvest prepaid a loan amounting to Ps.2,275,257 by obtaining a new loan from Bank of America for the same amount. On February 11, 2011, it paid off the entire balance of the new loan amounting to Ps.2,257,530 with proceeds received through capital contributions from Controladora de Operación de Infraestructura, S. A. de C. V. (Aeroinvest’s holding company) of Ps.2,080,170 and Ps.177,360 of its own resources. As a result of the payment made by Aeroinvest, the previous financial restrictions on the Company have been eliminated.

In October 2008, the Company acquired 90% of the common stock of Consorcio Grupo Hotelero T2, S.A. de C.V, (Consorcio). This entity held a lease agreement with the Mexico City International Airport to construct and operate a five-star hotel and commercial premises at the Mexico City Airport Terminal 2. The partner operating the hotel is Nacional Hispana Hoteles, S. de R.L de C.V., (“NH Hoteles”), with a 10% partnership interest. The hotel initiated operations during August 2009.

2.	Basis of presentation and consolidation

Basis of presentation – The accompanying consolidated financial statements of GACN and Subsidiaries have been prepared in conformity with MFRS.

MFRS require that management make certain estimates and use certain assumptions that affect the amounts reported in the consolidated financial statements and their related disclosures. Such estimates are based on the information available and management’s best knowledge and judgment, based on experience and events; however, actual results may vary. The Company has implemented control procedures to ensure that their accounting policies are timely and adequately applied. Although actual results may vary from such estimates, management believes they were adequate under the circumstances.

Monetary unit of the financial statements – The financial statements and notes as of December 31, 2010 and 2009, and for each of the three years in the period ended December 31, 2010, include balances and transactions denominated in Mexican pesos of different purchasing power.

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 presented in accordance with MFRS, individually referred to as Normas de Información Financiera (“NIFs”). Certain accounting practices applied by the Company vary in certain significant respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). See Note 23 for a discussion of such differences and for a reconciliation of the Company’s stockholders’ equity and net income between MFRS and U.S. GAAP.

Convenience translation – The consolidated financial statements are stated in Mexican pesos, the currency of the country in which the Company is incorporated and operates. The translations of Mexican peso amounts into U.S. dollar amounts are included solely for the convenience of readers in the United States of America and have been made at the rate of 12.38 Mexican pesos to one U.S. dollar, the noon buying rate of the Federal Reserve Bank of New York on December 30, 2010. Such translations should not be construed as representations that the Mexican peso amounts have been, could have been, or could in the future, be converted into U.S. dollars at that rate or any other rate.

Basis of consolidation – The consolidated financial statements include the financial statements of GACN and those of the subsidiaries over which the Company exercises control. All significant intercompany balances, transactions and investments have been eliminated in the accompanying consolidated financial statements.

The subsidiaries which financial statements are consolidated with those of GACN are as follows:

Aeropuerto de Acapulco, S.A. de C.V.	100	%
Aeropuerto de Ciudad Juárez, S.A. de C.V.	100	%
Aeropuerto de Culiacán, S.A. de C.V.	100	%
Aeropuerto de Chihuahua, S.A. de C.V.	100	%
Aeropuerto de Durango, S.A. de C.V.	100	%
Aeropuerto de Mazatlán, S.A. de C.V.	100	%
Aeropuerto de Monterrey, S.A. de C.V.	100	%
Aeropuerto de Reynosa, S.A. de C.V.	100	%
Aeropuerto de San Luis Potosí, S.A. de C.V.	100	%
Aeropuerto de Tampico, S.A. de C.V.	100	%
Aeropuerto de Torreón, S.A. de C.V.	100	%
Aeropuerto de Zacatecas, S.A. de C.V.	100	%
Aeropuerto de Zihuatanejo, S.A. de C.V.	100	%
Servicios Aeroportuarios del Centro Norte, S.A. de C.V. (“SACN”)	100	%
Operadora de Aeropuertos del Centro Norte, S.A. de C.V. (“OACN”)	100	% (1)
Holding Consorcio Grupo Hotelero T2, S.A. de C.V. (“Holding”)	100	% (2)
Consorcio Grupo Hotelero T2, S.A de C.V. (“Consorcio”)	90	% (2)

(1)

This company incorporated in August 2008. The operating personnel from all the airports and related employee benefits were transferred to this entity and SACN.

(2)

In October 2008, the Company acquired the shares of Holding Consorcio Grupo Hotelero T2, S.A de C.V., which owns an equity share of 90% in Consorcio Grupo Hotelero T2, S.A. de C.V.

F-10

Table of Contents

Classification of costs and expenses – Costs and expenses presented in the consolidated statements of operations were classified according to their function due to the various business activities of the subsidiaries. Consequently, cost of services is presented separately from other costs and expenses.

Income from operations – Income from operations is the result of subtracting cost of sales and general expenses from net revenues. While NIF B-3, “Income Statements”, does not require inclusion of this line item in the consolidated statements of income, it has been included for a better understanding of the Company’s economic and financial performance.

Reclassifications – Certain amounts in the financial statements as of and for the year ended December 31, 2009 and 2008 have been reclassified to conform to the presentation of the 2010 financial statements.

3.	Summary of significant accounting policies

The accompanying consolidated financial statements have been prepared in conformity with MFRS. The significant accounting policies of the Company are as follows:

Accounting changes:

In 2010 the Company adopted Mexican Financial Reporting Interpretation INIF 17 “Service Concession Contracts”, which provides a clarification of the accounting treatment required to comply with Bulletin D-7 “Contracts for construction and production of certain capital goods.” The concession contracts for each of the Company’s airport subsidiaries establish that the concessionaire is obligated to carry out construction or improvements to the infrastructure in exchange for the rights over the concession granted by the Federal Government. The Federal Government will receive all the assets at the end of the concession period. As a result, starting January 1, 2010, the concessionaire should recognize, using the percentage of completion method, the revenues and costs associated with the improvements to the concessioned assets, which the Company have adopted retroactively for all periods presented. The amount recognized for both construction revenues and construction costs is equal and equivalent to the price the Company pays to third parties for the execution of projects or the purchase of machinery and equipment, with no profit recognized for the construction or improvement. The resulting change of adopting this new standard does not affect the presentation of the Company’s operating income or net income, but does affect calculations of margins based on total revenues.

In order to present comparative financial information, the Company presented the effects of adopting INIF 17 retrospectively for fiscal years 2009 and 2008, as summarized below:

Statement of income:	As reported for the year ended December 31, 2009			Adjustment for adoption of INIF 17			Restated amounts as of December 31, 2009
Revenues	Ps. 1,896,277			Ps. 640,992			Ps. 2,537,269
Operating costs		(1,336,893	)		(640,992	)		(1,977,885	)

Statement of income:	As reported for the year ended December 31, 2008			Adjustment for adoption of INIF 17			Restated amounts as of December 31, 2008
Revenues	Ps. 1,988,476			Ps. 492,813			Ps. 2,481,289
Operating costs		(1,301,108	)		(492,813	)		(1,793,921	)

Recognition of the effects of inflation – Since the cumulative inflation for the three fiscal years prior to those ended December 31, 2010 and 2009 was 14.48% and 15.01%, respectively, the economic environment may be considered non-inflationary in both years and, consequently, no inflationary effects are recognized in the accompanying consolidated financial statements.Inflation rates for the years ended 2010 and 2009 were 4.40% and 3.57%, respectively.

Cash and cash equivalents – Cash and cash equivalents consist mainly of bank deposits in checking accounts and short-term investments, highly liquid and easily convertible into cash, which are subject to insignificant value change risks. Cash is stated at nominal value and cash equivalents are valued at fair value; any fluctuations in value are recognized in comprehensive financing (cost) income of the period. Cash equivalents are represented mainly by investments in Mexican Treasury Certificates (CETES), investment funds and money market funds.

F-11

Table of Contents

Property, machinery and equipment – These amounts 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. Expenditures for property, machinery and equipment, including improvements that increase the value of assets by increasing their service capacity, improving their efficiency or prolonging their useful lives, are capitalized. Depreciation is calculated using the straight-line method beginning with the month following the purchase date, using final restated balances, based on the estimated remaining useful lives of the related assets, as follows:

	Total years
Building		20
Machinery and equipment		10
Office furniture and equipment		10
Vehicles		4
Computers		3.3

Investment in airport concessions – This item consists of the rights to use airport facilities, airport concessions and improvements to concessioned properties and represents the amount allocated by the SCT, to each one of the airport concessions, in addition to capitalizable improvements.

As per the independent appraisal made by an expert appraiser, the Company assigned values to airport terminals, runways, platforms and machinery. The assets identified as such were recorded as “Rights to use airport facilities.” Improvements to the concessioned asset, whose purpose is to increase the value of the related asset, either because their service capacity has increased, efficiency has improved or the asset has a longer useful life, are capitalized. These investments are recorded at cost. The balances arising from acquisitions made before January 1, 2008 are restated applying factors derived from the NCPI to such date. Depreciation and amortization are calculated using the straight line method based on the assets’ useful lives.

In those airports where the cost of the concession exceeded the appraisal value, the excess was classified as “Airport concessions”.

Airport concessions were restated until December 31, 2007 using factors derived from the NCPI to such date and are amortized using the straight-line method over the length of the concession, which as of 1998 was 50 years.

Impairment of long-lived assets in use – The Company reviews the carrying amounts of long-lived assets in use when an impairment indicator suggests that such amounts might not be recoverable, considering the greater of the present value of future net cash flows or the net sales price upon disposal. Impairment is recorded when the carrying amounts exceed the greater of the amounts mentioned above. Impairment indicators considered for these purposes are, among others, operating losses or negative cash flows in the period if they are combined with a history or projection of losses, depreciation and amortization charged to results, which in percentage terms in relation to revenues are substantially higher than that of previous years, obsolescence, and other legal and economic factors. In accordance with Bulletin C-15 “Impairment of Long-lived Assets and their Disposal”, management considers that GACN, together with its 13 airport subsidiaries, can be considered an “independent cash generating unit”, as all formed part of the Central-North package included in the Mexican government’s bidding process. In accordance with the terms established by the Mexican government, all of the Company’s 13 airports must be in operation, regardless of their individual results and are therefore evaluated for impairment on a consolidated basis. For the years ended December 31, 2010, 2009 and 2008, based on the analysis performed, the Company did not recognize any impairment losses.

Direct employee benefits – Direct employee benefits are calculated based on the services rendered by employees, considering their most recent salaries. The liability is recognized as it accrues. These benefits primarily include PTU payable, compensated absences, such as vacation and vacation premiums, and incentive bonuses.

Employee benefits from termination and retirement – Seniority premiums and severance payments, are recognized as costs over employee years of service and are calculated by independent actuaries using the projected unit credit method using nominal rates. Accordingly, the liability is being accrued which, at present value, will cover the obligation from benefits projected to the estimated retirement date of the Company’s employees.

Goodwill – Goodwill represents the excess of cost over the fair value of the subsidiary’s shares, as of the date of acquisition. It is presented at cost and at least once a year is subject to impairment tests.

Provisions – Provisions are recognized for current obligations that result from past events, that are probable to result in the use of economic resources, and that can be reasonably estimated.

F-12

Table of Contents

Statutory employee profit sharing – Statutory employee profit sharing 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 recognized applying a 10% rate to the temporary differences that resulted from comparing the accounting and tax basis of assets and liabilities. Deferred PTU 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. PTU is determined based on taxable income, according to Section I of Article 10 of the Income Tax Law.

Income taxes – Income taxes are recorded in the results of the year in which they are incurred. Corporate income tax (ISR) and the 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 in the future and, accordingly, recognizes deferred taxes based on the tax it expects to pay. Deferred taxes are calculated by applying the corresponding tax rate to 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. According to NIF D-4, “Income Taxes,” the balance of the initial cumulative effect of deferred income taxes was reclassified to retained earnings as of January 1, 2008.

Tax on assets (“IMPAC”) – The IMPAC that is expected to be recovered is recorded as a tax credit and is presented in the balance sheet under deferred taxes.

Foreign currency transactions – Foreign currency transactions are recorded at the applicable exchange rate in effect at the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at the balance sheet date. Exchange fluctuations are recorded as a component of net comprehensive financing income (cost) in the consolidated statements of income.

Concentrations of credit risk – Financial instruments that are subject to a potential credit risk due to non–compliance by the counterparty primarily consist of cash and cash equivalents and trade receivables from the Company’s principal domestic and international airline customers. Cash and cash equivalents are maintained in different prominent financial institutions in Mexico and mainly refer to bank deposits and immediately realizable investments.

To reduce its credit risk, the Company conducts periodic evaluations of the financial situation of its customers and also requests specific guarantees or advances when deemed necessary. The Company believes that its potential credit risk is adequately covered by the allowance for doubtful accounts that it has recognized.

Revenue recognition – Revenue is generated mainly from the rendering of aeronautical services (regulated revenues), which refer to the use of the airport facilities by airlines and passengers. Aeronautical services consist of services that generate revenues necessary for the operation and proper functioning of an airport. These revenues are subject to a system of prices regulated by the SCT, which establishes a maximum rate for such aeronautical and complementary services provided at each airport. Such revenues are recognized when the services are rendered.

The Company also generates revenue from non-aeronautical services, which consist mainly of the leasing of commercial spaces in airport terminals, revenues from the operation of parking lots, fees from access to third parties that provide catering services and other services at airports. Spaces in the airport terminals are rented through operating lease agreements that contain either fixed monthly rent (increased annually based on the INPC) or fees based on a minimum monthly fee or a percentage of the monthly income of the lessee, whichever is higher. The fixed portion of lease revenues is recognized when the services are rendered or based on the terms of the related lease.

The contingent rentals generated from the percentage of lessee monthly income are recognized in income once the contingency is met. Therefore, during the year, the percentage of lessee monthly revenues is recognized in the following month, once the Company has received information related to its tenants’ revenues. Though each year reported includes twelve months of revenues, this accounting treatment results in a one-month lag with respect to the commercial revenues for those tenants whose stated percentage of monthly income is greater than the minimum monthly fee. However, the Company monitors the effect of this one-month lag at each reporting date and does not believe such effect to be material to its reported results.

F-13

Table of Contents

Hotel service revenues are recognized when the services are rendered.

The Company recognizes revenues and costs for improvements to the airport concession that are included in the Master Development Plan (“MDP”). Construction service revenues related to the airport concession are determined based on the exchange between the Company and the government (recognized according to the percentage of completion method), as the Company constructs or improves the airports based on the MDP on one end, and the government grants the Company the right to obtain revenues from the airport services rendered on the other. The cost for construction services is determined according to the cost the Company would incur in the construction or improvements based on the investments included in the MDP, for which, through a tender offer, the Company contracts third parties to perform. The revenue amount and cost are equivalent, because the Company does not obtain any profit margin for the construction, and the costs incurred are paid at market value.

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 year. The Company does not have diluted shares for purposes of MFRS; therefore basic and diluted earnings per share are the same.

Treasury stock – Pursuant to decisions made at its stockholders’ meetings, the Company has been authorized to repurchase its own shares as deemed necessary. Repurchased shares are held as treasury stock, with the amount paid reflected in stockholders’ equity at the purchase price reducing issued historical capital stock and the balance of the repurchase reserve, which is a component of retained earnings.

4.	Cash and cash equivalents

	2010		2009
Cash equivalents	Ps.265,280		Ps.185,282
Cash		47,558		82,452
	Ps.312,838		Ps.267,734

5.	Trade accounts receivable

	2010			2009
Accounts receivable	Ps.450,986			Ps.475,396
Allowance for doubtful accounts		(216,545	)		(52,160	)
	Ps.234,441			Ps.423,236

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.

Accounts receivable includes balances invoiced to domestic and international airlines for passenger charges at December 31, 2010 and 2009, amounting to Ps.369,626 and Ps.393,488, respectively.

The Company periodically reviews the sufficiency of its allowance for doubtful accounts considering the nature and aging of its receivables as well as other factors including the credit risks associated with individual customers, the airline industry as a whole and existing macro-economic conditions. Past due or delinquency status is determined on the basis of the terms of the relevant contract, at which point the Company employs all efforts to collect the amount. When an account is deemed uncollectible, such account is written-off once the Company has exhausted all collection means at its disposal, which generally occurs following a judicial determination that a particular receivable is not collectible. The increase in the allowance for doubtful accounts is mainly due to the suspension of the operations of Grupo Mexicana consisting of Mexicana de Aviación, S. A. de C. V., Aerovías Caribe, S. A. de C. V. and Mexicana Inter, S. A. de C.V., beginning on August 28, 2010. The increase in the allowance for doubtful accounts related to the suspension of Grupo Mexicana includes Ps.132,295 for airport tax (TUA), Ps.7,438 for airport services and Ps.3,389 for other services.

F-14

Table of Contents

Following is the percentage of the primary clients that compose the accounts receivable and related revenues that may represent a potential risk in the Company’s operation if they had financial and operating issues that prevented them from continuing operations (see Note 3n).

Trade accounts receivable:	2010		2009		2008
			%
Compañía Mexicana de Aviación, S.A. de C.V.		15.18		10.00		9.11
Aerovías Caribe, S. A. de C.V.		13.84		10.00		6.80
Aerolitoral, S. A. de C. V.		13.36		21.20		16.80
Aerovías de Mexico, S. A. de C. V.		6.84		16.80		18.20

Revenues by client:	2010		2009		2008
			%
Compañía Mexicana de Aviación, S.A. de C.V.		3.79		6.50		8.50
Aerovías Caribe, S. A. de C.V.		3.39		5.50		3.50
Aerolitoral, S. A. de C. V.		14.16		11.90		9.10
Aerovías de Mexico, S. A. de C. V.		9.74		11.20		11.40
Aeroenlaces Nacionales, S. A. de C. V.		11.15		8.70		7.00
ABC Aerolineas, S. A. de C. V.		7.60		7.39		7.47

6.	Land, buildings, machinery and equipment – net

	2010			2009
Land	Ps.1,731,754			Ps.1,640,847
Buildings		323,343			294,483
Machinery and equipment		389,371			318,613
Office furniture and equipment		78,741			73,698
Vehicles		116,116			95,685
Computers		30,285			26,791
		2,669,610			2,450,117
Accumulated depreciation		(359,809	)		(272,225	)
		2,309,801			2,177,892
Construction in-progress		1,047			5,721
	Ps.2,310,848			Ps.2,183,613

Depreciation for the years ended December 31, 2010, 2009 and 2008 related to fixed assets was Ps.60,357,

Ps. 47,979 and Ps. 39,306, respectively. In addition, for the years ended December 31, 2010, 2009 and 2008, the Company incurred Ps.3,126, Ps.3,003 and Ps.1,243, respectively related to the amortization of other assets.

The capitalized comprehensive financing cost as of December 31, 2010 and 2009 amounts to Ps.20,778.

7.	Investment in airport concessions – net

The investment in airport concessions is comprised of the improvements to concessioned properties, the rights to use the airport facilities and the airport concessions. As disclosed in Note 3e., effective January 1, 2003, the total cost of the concession was assigned proportionally to rights to use airport facilities on the basis of the net replacement value of the assets determined by an independent appraiser; at any airport concession where the cost exceeded the appraised value, such excess was recognized within the airport concessions line item. The allocation was determined as set forth below:

			Remaining Amortization Period in Years
Cost of the concession from the SCT (Note 1 and 3e.)	Ps. 5,813,656
Appraised amount assigned to:
Rights to use airport facilities:
Runways, aprons and platforms	Ps. 1,528,878			24
Buildings		1,002,794		26
Other infrastructure		349,935		18
Land		2,043,447		39
		4,925,054
Airport concessions		888,602		39
Total cost	Ps. 5,813,656

F-15

Table of Contents

Amortization of improvements to the concessioned properties is calculated using the straight-line method beginning in the month after the date they are capitalized, based on the assets’ estimated useful lives, which vary from 8 to 20 years.

As of December 31, 2010 and 2009, the net values of the rights to use the airport facilities, airport concessions and improvements to concessioned properties consist of the following:

	2010			2009
Rights to use airport facilities	Ps.4,925,054			Ps.4,925,054
Less – Accumulated amortization		(1,302,127	)		(1,176,292	)
	Ps.3,622,927			Ps.3,748,762

Airport concessions	Ps. 888,602			Ps. 888,602
Less – Accumulated amortization		(195,492	)		(177,720	)
	Ps. 693,110			Ps. 710,882

Improvements to concessioned properties	Ps.4,068,980			Ps.3,561,157
Less – Accumulated amortization		(1,118,457	)		(855,927	)
	Ps.2,950,523			Ps.2,705,230
Total investment in airport concessions	Ps.7,266,560			Ps.7,164,874

As of December 31, 2010 and 2009, as part of improvements to the concessioned properties, the Company incurred construction-in-process amounting to Ps.317,042 and Ps.235,557, respectively. As of December 31, 2010, constructions in progress refers mainly to the installation of luggage recorded in different airports. The unamortized capitalized comprehensive financing cost as of December 31, 2010 and 2009 is Ps.44,674 and Ps.17,493, respectively.

Amortization for rights to use the airport facilities and airport concessions for the years ended December 31, 2010, 2009 and 2008 were Ps.143,607 Ps.143,521 and Ps.143,693, respectively. Amortization for the years ended December 31, 2010, 2009 and 2008 related to improvements to concessioned properties was Ps.262,582, Ps.217,387 and Ps.182,477, respectively.

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 the related facilities in accordance with its Master Development Program, and to provide airport, complementary and commercial services.

The concessionaire will use the airport facilities only for the purposes specified in the concession agreement, 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 operation 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.

Aeropuerto y Servicios Auxiliares (“ASA”) has the exclusive right to supply fuel at the concessionaire’s airports.

The concessionaire must grant free access to specific airport areas to certain Mexican government agencies, so that they may carry out their activities within the airports.

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 the law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SCT has applied sanctions in three different instances with respect to the same concession term.

The SCT may modify concession terms and conditions that regulate the Company’s operations.

The concession may be renewed in one or more instances, for terms not to exceed an additional 50 years.

F-16

Table of Contents

Master development Plan - The Company must invest in fixed assets and improvements to assigned assets according to the MDP. The total amount is Ps.2,876,985, and represents the investment to be made in the 2011 through 2015 period. The amount per year is as follows:

Year	Amount
2011	Ps. 562,032
2012		496,543
2013		761,106
2014		715,868
2015		341,436
	Ps.2,876,985

As of December 31, 2010, the MDP for the 2005 -2010 period has a balance of Ps.219,921 pending to be invested related to a baggage handling and review equipment, which is expected to be acquired during 2011.

Concession tax – According to the Article 232-A of the Mexican Federal Duties Law and the terms of the Company’s concession agreements, the Company must pay the Mexican government an annual tax for the rights to use the airport facilities, which is currently equal to 5% of annual gross revenues.

8.	Short-term debt

As of December 31, 2010 and 2009, the loans bear interest at TIIE at 28 days plus 4.00 points. Interest matures monthly. As of December 31, 2010 and 2009, the interest rates were 8.39% and 8.93%, respectively.

As of December 31, 2010, the Company was in compliance with its financial covenants related to its short-term debt.

9.	Long-term debt

	2010			2009
Unsecured bank line of credit with Inbursa bank of Ps.700,000, bearing interest at TIIE plus 4.5 points, with equal semiannual principal payments maturing in August 2017. As of December 31, 2010 and 2009 the rate was 9.38% and 9.42%, respectively.	Ps.598,431			Ps.470,589

Unsecured bank credit line with Bank HSBC of Ps.400,000, bearing interest of TIIE plus 3.25 points payable in annual installments, and maturing in April 2018. As of December 31, 2010, the rate was 7.895%		400,000			-

Fixed-asset line of credit with Exim Bank of 22,900 thousand U.S. dollars secured by luggage review equipment, bearing interest at three-month Libor plus 1.25 points payable in quarterly installments and maturing in March 2021. As of December 31, 2010, 7,614 thousands U.S. dollars has been utilized. On that same date, the rate was 1.55%.		96,564			-
		1,094,995			470,589
Less – Current portion		(135,490	)		(58,824	)
	Ps.959,505			Ps.411,765

As of December 31, 2010, long-term debt matures as follows:

2012	Ps.154,297
2013		144,915
2014		144,915
2015		144,915
2016		144,915
Thereafter		225,548
	Ps.959,505

The Company’s long-term debt includes certain restrictive covenants that limit its ability to obtain new bank loans, offer its assets as collateral, sell fixed assets and require it to maintain certain financial ratios as well as to pay its tax obligations on a timely basis. As of December 31, 2010, the Company was in compliance with the restrictions and financial covenants related to its long-term debt.

F-17

Table of Contents

10.	Employee benefits

The related liability and annual cost of the Company’s employee benefits are calculated by an independent actuary on the basis of formulas defined in the plans using the projected unit credit method.

The present values of these obligations and the rates used are as follows:

	2010			2009
Vested benefit obligation	Ps.(29,361)			Ps.(24,664)
Unrecognized items:
Changes to the plan		(1,201	)		(1,802	)
Initial transition asset		1,035			1,475
Projected net liability	Ps.(29,527)			Ps.(24,991)

Actuarial rates used:

	2010		2009
	%		%
Discount of projected benefit obligations at present value		7.97		8.50
Wage increase		5.50		5.50
Minimum wage increase		4.00		4.50

Unamortized items are recognized in earnings over a five year period.

11.	Stockholders’ equity

As of December 31, 2010, 2009 and 2008, authorized Class I shares consist of 400,000,000, of which 58,800,000 are Series “BB” and 341,200,000 Series “B”.

The subscribed and paid-in capital stock at December 31, 2010, 2009 and 2008 is solely comprised of fixed capital and is represented by ordinary, registered no-par shares and is comprised as follows:

	2010
	Number of shares			Historical value			Restatement effect			Restated capital stock
Fixed capital:
Series B, Class I		341,200,000		Ps.3,763,828			Ps.1,515,334			Ps.5,279,162
Series BB, Class I		58,800,000			644,619			264,651			909,270
Treasury shares		(818,000	)		(8,857	)		(4,004	)		(12,861	)
Total		399,182,000		Ps.4,399,590			Ps.1,775,981			Ps.6,175,571

	2009
	Number of shares			Historical value			Restatement effect			Restated capital stock
Fixed capital:
Series B, Class I		341,200,000		Ps.3,763,828			Ps.1,515,334			Ps.5,279,162
Series BB, Class I		58,800,000			644,619			264,651			909,270
Treasury shares		(1,643,400	)		(17,973	)		(7,686	)		(25,659	)
Total		398,356,600		Ps.4,390,474			Ps.1,772,299			Ps.6,162,773

	2008
	Number of shares			Historical value			Restatement effect			Restated capital stock
Fixed capital:
Series B, Class I		341,200,000		Ps.3,763,828			Ps.1,515,334			Ps.5,279,162
Series BB, Class I		58,800,000			644,619			264,651			909,270
Treasury shares		(4,726,100	)		(52,086	)		(21,461	)		(73,547	)
Total		395,273,900		Ps.4,356,361			Ps.1,758,524			Ps.6,114,885

F-18

Table of Contents

As of December 31, 2010, the Company held in treasury, shares repurchased with a cost basis of Ps.67,980. This amount is represented by 818,000 Series “B” shares, which appear in the Statement of Changes in Stockholders’ Equity reducing the capital stock and the reserve for the repurchase of shares by Ps.12,861 and Ps.55,119, respectively. The weighted average number of shares outstanding during the year as disclosed in Note 3p is affected considering the dates in which the shares were repurchased. On December 31, 2010, the market value of the Company’s shares as listed on the Mexican Stock Exchange at the close of business was 23.66 pesos.

Pursuant to a resolution of the general ordinary stockholders’ meeting on April 16, 2010, the legal reserve was increased by Ps.23,549; the share repurchase reserve increased by Ps.48,165, and a dividend of Ps.400,000 was paid, of which Ps.200,000 is outstanding as of December 31, 2010.

On April 24, 2009, at the Stockholders’ Ordinary and Extraordinary General Meeting, the following matters were approved: to increase the legal reserve by Ps.27,092; to declare dividends of Ps.400,000.

On April 3, 2008, at the Stockholders’ Ordinary and Extraordinary General Meeting, the following matters were approved: to increase the legal reserve by Ps.1,560; to declare dividends of Ps.434,240.

Mexican 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 in historical pesos. The legal reserve may be capitalized but may not be distributed, except in the form of a stock dividend, unless the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. On December 31, 2010, 2009 and 2008 the legal reserve amounted to Ps.147,755, Ps.124,206 and Ps.97,114, respectively.

Stockholders’ equity, except restated paid-in capital and tax retained earnings will be subject to income taxes payable by the Company at the rate in effect upon distribution. Any tax paid on such distribution may be credited against annual and estimated income taxes of the year in which the tax on dividends is paid and the following two fiscal years.

The balances of the stockholders’ equity tax accounts as of December 31 are as follows:

	2010		2009
Contributed capital account	Ps.6,719,278		Ps.6,436,090
Net taxable income account		53,025		69,458
Reinvested net taxable income account		-		36,962
Total	Ps.6,772,303		Ps.6,542,510

12.	Foreign currency balances and transactions

As of December 31 the foreign currency monetary position in thousands of U.S. dollars is as follows:

	2010			2009
Monetary assets	$	734		$	3,484
Monetary liabilities		(19,254	)		(9,412	)
Monetary asset position	$	(18,520	)	$	(5,928	)
Equivalent in Mexican pesos	Ps.(229,255)			Ps.(77,795)

Transactions denominated in foreign currency in thousands of U.S. dollars for the years ended December 31 were as follows:

	2010		2009		2008
Technical assistance fee	$	3,850	$	3,235	$	4,063
Payment of insurance policies		1,329		1,249		1,347
Payments for machinery and maintenance safety equipment		13,623		2,881		4,780
Professional services and fees		1,365		1,498		684
Purchase of land		8,330		-		36,082
Other		1,438		2,866		583

F-19

Table of Contents

The exchange rate of Mexican pesos per one U.S. dollar, were as follows:

December 31,

2010

2009

Purchase

Sale

Purchase

Sale

Interbank

Ps. 12.3542

Ps. 12.3792

Ps. 13.0525

Ps. 13.1040

As of March 11, 2011, the exchange rate was Ps.11.9157 and Ps.11.9172 pesos for the purchase and sale of one U.S. dollar respectively.

13. Balances and transactions with related parties

Balances with related parties at December 31 were as follows:

	2010		2009
Accounts receivable – Empresas ICA, S.A.B. de C.V. (1)	Ps. 89,053		Ps. 80,712
Accounts payable:
SETA (2)	Ps. 53,804		Ps. 56,480
Dividends payable to Aeroinvest, S.A. de C.V.		83,851		83,901
Nacional Hispana Hoteles, S.R.L. de C.V. (3)		33,541		24,053
Ingenieros Civiles Asociados, S.A. de C.V. (4)		7,999		114,386
	Ps.179,195		Ps.278,820

Transactions with related parties, carried out in the ordinary course of business, for the years ended December 31 were as follows:

	2010		2009		2008
Expenses:
Technical assistance fees and related out-of-pocket costs (2)	Ps.47,567		Ps. 51,710		Ps. 55,604
Administrative services provided by Grupo ICA, S.A. de C.V.		-		-		3,014
Capital expenditures (4)		170,631		421,260		333,465

(1)

The accounts receivable is related to ISR payments.

(2)

The accounts payable to SETA include dividends of Ps.33,400 in 2010 and 2009, respectively. The expenses are related to the technical support service provided and travel expenses.

(3)

Loan received from NH Hotels to pay contractors related to the construction of the hotel located at the Mexico City International Airport Terminal 2.

(4)

The expenditures for the year ended December 31, 2010 consist of Ps.3,974 for a platform constructed at the Mazatlán Airport, Ps.2,984 related to the construction of Terminal B at the Monterrey Airport, and Ps.1,041 for the construction of a runway at the Zihuatanejo Airport. The expenditures for the year ended December 31, 2009, consist of Ps.39,008 related to the construction of Terminal B at the Monterrey Airport, Ps.43,647 for the construction of the NH T2 Hotel, and Ps.31,731 for other construction services. The expenditures for the year ended December 31, 2008 refer to the construction of Terminal B and construction of the hotel.

The Company has entered into an agreement with Ingenieros Civiles y Asociados, S.A. de C.V. for the purpose of conducting remediation work and pavement construction on operational areas of the Company’s airports, foreseen in the Master Development Plan for the 2006-2010 period, in the understanding that for each specific work, a construction agreement shall be set forth at per unit prices or at a lump sum price.

The Company uses the services of an independent expert to supervise and ensure that the construction services are provided at current market rates for similar services.

The benefits granted to key personnel of the Company, were as follows:

		2010				2009				2008
Short- and long-term direct benefits			Ps.49,615				Ps.45,754				Ps.48,964

F-20

Table of Contents

Technical assistance – The Company has executed a technical assistance and transfer-of-technology contract with SETA, which will be in effect for 15 years from the agreement date. Currently, the Company is required to pay the greater of the fixed $3,000 component or 5% of consolidated operating income (as defined in the contract) annually for such services. Beginning in 2006, the fixed $3,000 component will be updated according to the consumer price index of the United States of America. In 2010, 2009 and 2008, 5% of consolidated operating income was greater than that of the fixed $3,000 component.

As of December 31, 2010, SETA’s, stockholders were Aeroinvest, S.A. de C.V. (“Aeroinvest”) (subsidiary of Empresas ICA, S.A.B. de C.V.) with 74.5% and Aéroports de Paris Management, S.A. (“ADP”) with 25.5%. Pursuant to the Company’s bylaws, SETA (as holder of the Company’s Series “BB” shares) has the right to present to the board of directors the name or names of the candidates for appointment of certain of the Company’s senior management, the right to appoint and remove the Company’s chief financial officer, chief operating officer and commercial director, the right to elect three members of the Company’s board of directors and the right to veto certain actions requiring approval of the Company’s stockholders (including the payment of dividends, the amendment of the Company’s bylaws and the amendment of its right to appoint certain members of senior management). In the event of the termination of the technical assistance agreement, the Series “BB” shares will be converted into Series “B” shares resulting in the termination of these rights. If at any time, prior to June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, it would lose its veto rights (but other special rights it possess as a Series “BB” shareholder would be unaffected) . If at any time after June 14, 2015, SETA were to hold less than 7.65% of the Company’s capital stock in the form of Series “BB” shares, such shares must be converted into Series “B” shares, which would cause SETA to lose all of its special rights. So long as SETA retains at least 7.65% of the Company’s capital stock in form of Series “BB” shares, all its special rights will remain in force.

Pursuant to the Company’s bylaws, the technical assistance agreement and the participation agreement, SETA may not transfer more than 51% of its Series “BB” shares until after June 14, 2008. After such date, SETA is entitled to transfer up to one eighth of such 51% during each year thereafter. As of December 31, 2010, SETA has not transferred any of its representative Series “BB” shares.

14.	Other income (expenses) – net

Detail is as follows:

	2010		2009		2008
Statutory employee profit sharing – current	Ps. (3,501)		Ps. (1,321)		Ps. (2,626)
Statutory employee profit sharing – deferred		-		-		104,230
Other income (expenses)		411		11,372		3,188
	Ps. (3,090)		Ps. 10,051		Ps.104,792

15.	Taxes on income

The Company is subject to ISR and to IETU.

ISR –The rate is 30% for the years 2010 to 2012 and was 28% for 2009 and 2008, and will be 29% for 2013 and 28% for 2014.

The Company is subject to ISR on an individual entity basis. The related tax results are combined in the consolidated financial statements.

IETU - Revenues, as well as deductions and certain tax credits, are determined based on cash flows of each fiscal year. The IETU rate is 17.5%, 17% and 16.5% for 2010, 2009 and 2008 respectively. The Asset Tax 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, may be recovered, according to the terms of the law.

Deferred income taxes are recorded (deferred ISR or deferred IETU) based on projections of the taxes the individual subsidiaries are expected to pay in future years. The Company updated its deferred tax liability for each subsidiary as a result of the new projections, which include the Master Development Plans and Maximum Rates for the period 2011-2015 approved by the Secretariat of Communications and Transportation (SCT) in December 2010.

To determine deferred taxes as of December 31, 2010 and 2009, the Company applied the rates that will be in effect according to their estimated date of reversal to the temporary differences.

F-21

Table of Contents

Income tax is as follows:

	2010			2009			2008
Current:
ISR	Ps. 90,883			Ps. 88,455			Ps. 180,504
IETU		4,304			19,214			5,385
Deferred		(247,419	)		(29,884	)		53,017
	Ps. (152,232)			Ps. 77,785			Ps. 238,906

The reconciliation of the statutory income tax rate and the effective tax rate as a percentage of income before income taxes for the years ended December 31 is as follows:

	2010 %			2009 %			2008 %
Statutory rate		30.00			28.00			28.00
Effect of permanent differences, mainly non-deductible expenses, restatement of taxes and effects of inflation for financial and tax purposes		(6.18	)		(14.77	)		(9.18	)
Effect of change in projections		(61.90	)		-			-
Effect of deferred IETU liability		-			0.98			11.78
Effective rate		(38.08	)		14.21			30.60

At December 31, the main items comprising the liability balance for deferred taxes are as follows:

	2010			2009

Labor obligations and allowance	$	71,153		$	21,866
Investment in airport concessions, land, machinery and equipment		(1,467,306	)		(1,502,918	)
Tax loss carryforwards		795,755			851,083
Recoverable tax on assets		254,209			243,488
IETU credits		495,903			380,480
Valuation allowance for tax loss carryforwards, IETU credits and recoverable tax on assets		(1,009,303	)		(1,102,097	)
Total deferred tax	$	(859,589	)	$	(1,108,098	)

As of December 31, 2010 and 2009, the valuation allowance represents a reserve against benefits recognized for the effects of tax loss carryforwards, IETU credits and recoverable tax on assets.

Each airport concession has received approval from the Mexican Tax Authorities to carryforward their tax losses up to the earlier of the date such tax loss carryforwards are utilized by the airport or the date of expiration or liquidation of the concession. Amounts and expiration dates as of December 31, 2010, as restated for inflation, are as follows:

Year of origin	Tax loss carryforwards
1999	Ps. 29,054
2000		241,923
2001		502,479
2002		680,725
2003		573,452
2004		495,336
2005		54,895
2006		77,589
2008		76,918
2009		56,782
2010		52,832
	Ps.2,841,985

F-22

Table of Contents

The amount of the recoverable tax on assets and expiration dates are as follows:

Year of expiration	Recoverable tax on assets
2012	Ps. 80,732
2013		72,357
2014		63,285
2015		17,524
2016		9,652
2017		10,659
	Ps. 254,209

16.	Contingencies

At December 31, 2010, resolution is pending on lawsuits filed against the following subsidiaries:

Lawsuit against Aeropuerto de Ciudad Juárez, S. A. de C. V., filed on November 15, 1995, claiming for the recovery of a portion of the lands (240 hectares) where the International Airport of Ciudad Juárez is located, as they believe the lands were transferred to the Mexican government incorrectly. The plaintiff demands the payment of 120 million U.S. dollars (Ps.1,485,576) for the failure to recover in its favor the land allocated to an airport. In May 2005, the Courtroom of Appeals ordered Aeropuerto de Ciudad Juárez, S. A. de C. V. to return such lands. A writ of relief was filed against such verdict, which was granted for the Courtroom of Appeals to analyze again certain evidence, and based thereon, it issued a new verdict. On November 8, 2007, the Courtroom of Appeals issued a verdict whereby it stated the verdict was null and void. The plaintiffs filed a writ of injunction, which was granted, in order to continue the trial before the representative of the Federal Government. The SCT appeared at the trial, responding to the complaint and requesting the incompetence of the Common Law Court that knows the trial, intending that the trial be resolved by a Federal Judge. On May 11, 2010, the Courtroom declared the incompetence proposed by the SCT applicable, determining the Federal Courts competent to oversee and resolve the trial. As a result of the verdict, on June 2, 2010, the plaintiffs filed a writ of relief with the First District Court in the State of Chihuahua, which, through the verdict dated November 10, 2010, confirmed the verdict. The plaintiff filed a motion of review against such verdict on November 29, 2010, which will be resolved by a Circuit Appeals Court. Such resolution has not been resolved.

At the date of the consolidated financial statements, the contingency still exists, because the trial still continues for the lack of a judgment of merit that resolves this trial, where the Federal Government has appeared. In the event the trial resolution is not favorable for the Company, the economic impact will be on the Federal Government, as set forth in the concession title. The Company has not recorded any provision related to this claim as the probability of incurring a loss is remote.

There are administrative procedure executions against Aeropuerto de Reynosa, S. A. de C. V., Aeropuerto de Zihuatanejo, S. A. de C. V., Aeropuerto de Tampico, S. A. de C. V and Aeropuerto de Ciudad Juárez, S. A. de C. V., to settle tax liabilities for property tax. The liabilities restated as of December 2009 amount to Ps.59,500; Ps.2,800, Ps.1,020 and Ps.1,800, respectively (approximate amounts). Writs of relief were filed against such settlements. In January, February and March 2009, the liabilities were declared null and void by the Administrative Court for the Airports of Zihuatanejo, Tampico and Ciudad Juárez, respectively. In November 2009, the Municipality of Ciudad Juárez required again the payment from the Airport of Ciudad Juárez, indicating the existence of a liability of Ps.7,500 against which an action for annulment was filed, which has not been resolved. In June 2010, the Municipality of Culiacán required the payment of the property tax from Aeropuerto de Culiacán, S. A. de C. V. of Ps.4,310, against which an action for annulment was filed with the Administrative-Law Court of the State of Sinaloa, and the trial has not been resolved. In October 2010, the Municipality of Zihuatanejo required from the Zihuatanejo Airport the payment of Ps.2,177, against which an action for annulment was filed with the Tax Court of the State of Guerrero, which has not been resolved. In February 2011, the Municipality of Reynosa required again the payment of property tax from Aeropuerto de Reynosa, S.A. de C.V. of Ps.117,600, against which an action for annulment will be filed again.

F-23

Table of Contents

At the date of the consolidated financial statements, the contingencies continue because the trials are in effect and have not been resolved. However, there are precedents of favorable resolutions for the concessionaires, in which case it is not certain that the courts will change the sense of the verdict or the regulation applicable to each case will be amended. The Company has not recorded any provision related to this claim as the probability of incurring a loss is remote.

The Company determines PTU based on Section I of Article 10 of the Mexican Income Tax Law; however, the tax authorities and/or the employees may disagree with this treatment, in which case the Company will file the necessary appeals in order to continue calculating PTU using its current methodology.

On November 5, 2009, the Local Tax Audit Administration of the Tax Administration Service in Acapulco conducted a direct audit of Aeropuerto de Acapulco, S. A. de C. V., and determined a tax liability of Ps.43,967 for supposed revenue omissions, excess deductions detected, surcharges and fines. The Company will file a motion for reconsideration against such determination. The Company has not recorded any provision related to this claim as the probability of incurring a loss is remote.

The Company believes that it has sufficient elements to obtain a favorable result otherwise, it will file an action for annulment with the Federal Tax and Administrative Court of Justice.

17.	Commitments

As discussed in Note 13, the Company has executed a technical assistance and transfer-of-technology contract with SETA, which will be in effect for 15 years. Currently, the Company is required to pay the greater of the fixed $3,000 component or 5% of consolidated operating income (as defined in the contract) annually for such services. Beginning in 2007, the fixed $3,000 component will be updated according to the consumer price index of the United States of America.

In October 2008, the Company acquired the shares of Consorcio (see Note 1). As a result of the acquisition, the Company assumed the commitments set forth in the lease agreement signed with the Mexico City Airport for a 20-year period to construct, prepare and operate a hotel, and manage the commercial premises at Terminal 2 of the Mexico City International Airport, establishing a minimum guaranteed income (MGI) of Ps.18,453 annually as rent, plus a share of the 18% of the hotel’s gross income obtained. The MGI will be adjusted on an annual basis using the NCPI. For the year ended December 31, 2010 the amount was Ps.22,073.

18.	Information by industry segments

The Company determines and evaluates its airports’ individual performances before allocating personnel-related costs and other costs incurred by SACN, the subsidiary that includes the Company’s senior management. The following table shows a summary of the Company’s financial information by segment as it relates to the Monterrey Airport, the Acapulco Airport, the Mazatlán Airport, the Culiacán Airport, the Chihuahua Airport and the Zihuatanejo Airport. The financial information relating to the remaining seven airports, as well as that of SACN, OACN, Holding and Consorcio, the last three beginning in 2009 and the Company (including investment in its subsidiaries) was combined and included under “Other”. The elimination of the investment of the Company in its subsidiaries is included under “Eliminations”.

F-24

Table of Contents

December 31, 2010	Monterrey			Acapulco			Mazatlán			Culiacán			Chihuahua			Zihuatanejo			Other			Eliminations			Total
Total revenues	Ps.1,109,412			Ps.195,561			Ps.214,502			Ps.206,915			Ps.179,870			Ps.115,731			Ps.2,515,532			Ps.(1,886,074)			Ps.2,651,449
Operating income		37,123			4,758			9,722			8,852			8,113			4,657			754,725			(356,779	)		471,171
Interest expenses - net		(21,755	)		13,289			18,651			3,241			9,765			3,649			(98,137	)		1,397			(69,900	)
Income tax		(32,881	)		(29,019	)		(13,528	)		(46,232	)		(7,997	)		(46,578	)		24,003			-			(152,232	)
Total assets		4,854,478			933,802			857,697			627,000			628,319			586,210			11,697,054			(9,730,881	)		10,453,679
Total liabilities		1,128,715			123,581			107,139			89,525			95,345			52,866			2,107,347			(1,096,248	)		2,608,270
Capital expenditures		170,051			88,192			109,124			78,679			87,225			50,065			158,786			(46,633	)		695,489
Investment in airport concesions		3,017,142			629,352			504,933			486,666			439,249			496,178			1,693,040			-			7,266,560
Depreciation and amortization		115,532			49,577			33,973			27,193			25,360			36,867			181,170			-			469,672

December 31, 2009	Monterrey			Acapulco			Mazatlán		Culiacán			Chihuahua			Zihuatanejo		Other			Eliminations			Total
Total revenues	Ps.1,246,129			Ps.173,327			Ps.152,804		Ps.165,435			Ps.134,612			Ps.138,538		Ps.2,158,770			Ps.(1,632,346)			Ps.2,537,269
Operating income		73,450			12,649			20,157		11,357			19,943			7,857		600,039			(186,068	)		559,384
Interest expenses - net		(6,045	)		17,732			23,431		2,040			11,528			3,502		(78,383	)		-			(26,195	)
Income tax		11,810			(1,369	)		1,645		(16	)		(604	)		1,133		65,186			-			77,785
Total assets		4,885,854			890,176			800,162		574,229			589,015			575,977		11,070,664			(9,109,399	)		10,276,678
Total liabilities		1,509,447			127,603			91,213		94,981			82,127			100,014		1,974,601			(1,378,271	)		2,601,715
Capital expenditures		419,964			37,366			10,324		35,743			21,132			32,269		310,858			-			867,656
Investment in airport concesions		2,960,558			613,343			472,650		473,197			422,417			501,957		1,720,752			-			7,164,874
Depreciation and amortization		101,089			48,810			33,279		26,197			24,358			30,500		147,657			-			411,890

December 31, 2008	Monterrey		Acapulco		Mazatlán		Culiacán		Chihuahua		Zihuatanejo		Other			Eliminations			Total
Total revenues	Ps.1,185,341		Ps.179,581		Ps.148,522		Ps.154,716		Ps.143,531		Ps.107,599		Ps.2,066,655			Ps.(1,504,656)			Ps.2,481,289
Operating income		56,479		9,609		8,491		2,577		15,657		5,643		709,239			(120,327	)		687,368
Interest income - net		38,118		12,618		16,481		2,655		8,701		3,183		(18,589	)		-			63,167
Income tax		58,482		5,689		747		2,358		7,260		3,822		160,548			-			238,906
Total assets		4,699,129		859,262		791,498		565,413		555,556		565,718		10,366,875			(8,543,619	)		9,859,832
Total liabilities		1,384,797		129,040		124,798		99,490		80,919		100,262		1,584,684			(1,173,918	)		2,330,072
Capital expenditures		1,743,039		36,275		24,021		37,111		23,102		22,613		341,401			-			2,227,562
Investment in airport concesions		2,723,142		624,383		492,430		481,295		426,699		498,153		1,708,913			-			6,955,015
Depreciation and amortization		93,434		44,947		32,042		24,379		22,361		27,411		122,145			-			366,719

19.	Revenues (excluding Hotel and Construction Services)

According to the General Law on Airports and its regulations, Company revenues are classified as airport services (to airlines and passengers), complementary and commercial.

Aeronautical services include those services provided to airlines and passengers as well as complementary services.

Non-aeronautical services include those services that are not essential for operating an airport, such as the lease of commercial premises, restaurants and banks.

Revenues generated by aeronautical services are under a price regulation system administered by the SCT for airport concessions, which establishes a maximum rate (“TM”) for each year in a five-year period. The TM is the maximum amount of revenue per “work load unit” that may be earned at an airport each year from regulated sources. Under this regulation, a work load unit is equivalent to one passenger (excluding transit passengers) or 100 kilograms (220 pounds) of cargo.

F-25

Table of Contents

Non-aeronautical services are not covered by the regulation system administered by the SCT. However, in some cases, they may be regulated by other authorities, as is the case with revenues generated from the operation of parking lots.

Under the General Law on Airports and its regulations, revenues generated from the operation of parking lots should be classified as aeronautical; however, for purposes of these financial statements, such revenues are classified as non-aeronautical.

The following table presents an analysis for the years ended December 31, 2010, 2009 and 2008 of the Company’s revenues.

	2010		2009		2008
Aeronautical services
Airport services:
Landing	Ps. 102,788		Ps. 94,915		Ps. 111,693
Parking on embarking/disembarking platform		66,280		56,953		72,911
Parking on extended stay or overnight platform		21,831		19,031		22,293
Aerocars and jetways		19,014		17,172		23,847
Passenger and carry-on baggage check, national and international		20,650		19,580		22,796
Domestic passenger charges		971,805		894,113		955,466
International passenger charges		316,900		295,711		278,579
Complementary services – Airport real estate services and rights of access to other operators and complementary services (1)		133,358		129,490		129,610
Total aeronautical services revenues	Ps.1,652,626		Ps. 1,526,965		Ps. 1,617,195
Non-aeronautical services
Car parking charges	Ps. 110,725		Ps. 104,465		Ps. 112,694
Commercial concessions (1):
Retail operations		39,837		33,119		36,197
Food and beverages		32,790		28,777		35,001
Duty free		11,083		10,950		13,567
VIP lounges		42,348		39,917		36,644
Financial services		3,592		2,464		1,877
Communications and networks		3,034		4,361		4,350
Car rentals		32,374		31,338		32,175
Advertising		46,607		39,444		39,304
Time share		15,611		18,081		18,068
Complementary service providers		2,846		2,374		2,475
Attention to passengers		2,321		1,697		-
Expense recovery		22,779		20,086		20,777
OMA freight		21,648		13,537		14,578
Diversification		348		-		-
Non-airport access fees		4,031		3,391		3,574
Total non-aeronautical services	Ps. 391,974		Ps. 354,001		Ps. 371,281

(1)

Non-aeronautical service revenues are earned based on the terms of Company’s operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the INPC) 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.

At December 31, 2010, future minimum rentals are as follows:

Year	Amount
2011	Ps.284,069
2012		146,943
2013		126,152
2014		100,815
Thereafter		139,545
Total	Ps.797,524

F-26

Table of Contents

Future minimum rentals, which generally include rents that are increased each year by the INPC, do not include the contingent rentals related to increases based on the INPC or 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 earned during the years ended December 31, 2010, 2009 and 2008 were Ps.53,524, Ps.48,219 and Ps.70,278, respectively.

Approximately 76%, 80% and 79% of consolidated revenues during the years ended December 31, 2010, 2009 and 2008, respectively, were generated by the Monterrey, Acapulco, Mazatlán, Culiacán, Chihuahua and Zihuatanejo airports.

20.	Cost of services

Cost of services for the years ended December 31 is as follows:

	2010		2009		2008
Employee cost	Ps. 137,426		Ps. 121,206		Ps. 169,798
Maintenance		61,249		63,177		54,020
Safety, security and insurance		86,056		86,106		80,992
Utilities		115,876		99,225		112,793
Real property leases		22,432		12,414		1,183
Allowance for doubtful accounts		174,451		14,454		33,524
Hotel service cost		70,181		26,607		-
Other		5,961		24,379		54,904
	Ps. 673,632		Ps. 447,568		Ps. 507,214

21.	Subsequent event

IFRS adoption – The financial statements for the fiscal year ended December 31, 2010 were prepared in conformity with NIF. Beginning January 1, 2011, the Company suspended the application of NIF in the preparation of its financial statements, due to the early adoption of IFRS mentioned in Note 1. Following is a description of the changes in the significant accounting principles, and the quantification of the effects of the adoption in the primary items of the Balance Sheet and Statement of Income:

Investment in airport concessions:

Effects of inflation – In accordance with IFRS, the effects of inflation are recognized when the inflation accumulated during the last three years approximates to or exceeds 100%. Given that the Mexican environment ceased to be hyperinflationary since 1999, the effects of inflation recorded up to 2007 were cancelled, except for the inflation included in certain items of property, machinery and equipment , for which the deemed cost exception (indexed cost) included in IFRS 1, “First-time Adoption of International Financial Reporting Standards,” was used.

Amortization of the Concession Asset – In accordance with IFRS, the amortization of the concession asset is determined considering the term of the concession, which is 50 years. In accordance with MFRS, the amortization was determined based on the estimated useful life of the various components of the concession asset.

Maintenance expenses – According to the policy adopted pursuant to IFRS, airport maintenance costs, which are approved in the Master Development Plan, are provisioned and recorded in results of operations. In accordance with MFRS, such costs are capitalized as part of the asset as incurred.

Employee benefits – In accordance with IFRS, the provision for employee severance indemnities is recorded only when there is a current obligation or `a formal plan has been communicated to employees.

F-27

Table of Contents

The estimated quantification of the effects of the adoption in the primary items in the balance sheet and statement of income, are as follows:

Balance Sheet	NIF Amounts as of December 31, 2010		Effect			IFRS Amounts as of December 31, 2010
Investment in concessions	Ps.7,266,560		Ps.(1,994,857)			Ps.5,271,703
Lands, buildings, machinery and equipment – net		2,310,848		(224,229	)		2,086,619
Provisions		-		429,062			429,062
Deferred taxes		859,589		(706,027	)		153,562
Stockholders’ equity		7,845,409		(1,945,125	)		5,900,284

Statement of Income

NIF Amounts as of December 31, 2010

Effect

IFRS Amounts as of December 31, 2010

Revenues

Ps.2,651,449

Ps. (76,997)

Ps.2,574,452

Income from operations

471,171

251,180

722,351

Net income

551,975

107,605

659,580

22.	Authorization for issuance of financial statements

On March 11, 2011, the issuance of the Company’s MFRS financial statements was authorized by Lic. Víctor Bravo Martín General, Chief Executive Officer of Grupo Aeroportuario del Centro Norte, S.A.B. de C.V. Such consolidated financial statements are subject to approval at the ordinary stockholders’ meeting, where they may be modified based on provisions set forth by the Mexican General Corporate Law.

23.	Differences between MFRS and U.S. GAAP

The Company’s consolidated financial statements are prepared in accordance with MFRS, which differs in certain respects from U.S. GAAP. Through December 31, 2007, the consolidated financial statements prepared under MFRS include the effects of inflation as provided for under Bulletin B-10, “Recognition of the Effects of Inflation in Financial Information”, whereas financial statements prepared under U.S. GAAP are ordinarily presented on a historical cost basis. The reconciliations to U.S. GAAP do not include the reversal of the adjustments required under Bulletin B-10. The application of Bulletin B-10 represented a comprehensive measure of the effects of price level changes in the Mexican economy and, as such, was considered a more meaningful presentation than historical cost-based financial reporting. Bulletin B-10 also required the restatement of all financial statements to pesos as of the date of the most recent balance sheet presented.

As mentioned in Note 3, NIF B-10, became effective January 1, 2008. NIF B-10 revised the accounting for inflation such that the inflation accounting methods summarized in Note 3(d) will no longer apply unless the economic environment in Mexico qualifies as “inflationary” for purposes of MFRS. Given the cumulative inflation in Mexico for the three years prior to December 31, 2007 and 2008, the Mexican economic environment did not qualify as inflationary, thereby eliminating inflationary accounting in the Company’s consolidated financial statements for periods beginning after January 1, 2008.

The principal differences, other than inflation accounting, between MFRS and U.S. GAAP and their effects on consolidated net income and consolidated stockholders’ equity are presented below with an explanation of such adjustments:

	2010			2009			2008
Reconciliation of net income (loss):
Consolidated net income according to MFRS	Ps.551,975			Ps. 469,524			Ps. 541,803
U.S. GAAP adjustments:
(i) Revenues from construction services		(507,026	)		(640,992	)		(492,813	)
(i) Cost of construction		507,026			640,992			492,813
(ii) Amortization of assets under concession		86,089			85,734			85,734
(iii) Amortization of airport concession		17,772			17,772			17,772
(iv) Depreciation of fixed assets recorded at predecessor cost basis		-			-			(2,903	)
(v) Deferred fees for technical assistance services		(11,000	)		(10,811	)		30,696
(vi) Accrued vacation		-			9,055			(2,817	)
(vii) Provisions for seniority premiums and severance payments		7,194			4,116			(8,844	)
(viii) Deferred statutory employee profit sharing		-			-			(104,230	)
Total U.S. GAAP adjustments before the effect of income taxes		100,055			105,866			15,408
(ix) Income taxes		(85,377	)		(273,010	)		456,243
Consolidated net income according to U.S. GAAP	Ps.566,653			Ps. 302,380			Ps.1,013,454

F-28

Table of Contents

	2010			2009
Reconciliation of stockholders’ equity:
Consolidated stockholders’ equity according to MFRS	Ps.7,845,409			Ps.7,674,963
U.S. GAAP adjustments:
(iii) Cost of assets under concession		(3,683,536	)		(3,683,547	)
(ii) Accumulated amortization of assets under concession		818,100			732,011
(iii) Amortized cost of airport concessions		(693,110	)		(710,882	)
(vii) Provision for seniority premiums and severance payments		(2,102	)		5,015
Total U.S. GAAP adjustments before the effect of income taxes		(3,560,648	)		(3,657,403	)
(ix) Income taxes		983,543			1,058,479
Consolidated stockholders’ equity according to U.S. GAAP	Ps.5,268,304			Ps.5,076,039

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			Reserve for repurchase of shares		Accumulated other comprehensive income			Noncontrolling interest			Total stockholders’ equity
Balances at January 1, 2009	Ps.1,756,617		Ps.13,726		Ps.2,965,519			Ps.333,186		Ps. 18,402			Ps. 1,159			Ps.5,088,609
Dividends paid		-		-		(400,000	)		-		-			-			(400,000	)
Reissuance (reserve for repurchase) of shares, net		47,888		-		-			18,650		-			-			66,538
Deferred fees for technical assistance services		-		10,811		-			-		-			-			10,811
Contribution by noncontrolling interest		-		-		-			-		-			9,141			9,141
Comprehensive income:
Net income		-		-		303,844			-		-			(1,464	)		302,380
Labor obligations		-		-		-			-		(1,440	)					(1,440	)
Total comprehensive income		-		-		303,844			-		(1,440	)		(1,464	)		300,940

Balances at December 31, 2009	Ps.1,804,505		Ps. 24,537		Ps.2,869,363			Ps.351,836		Ps. 16,962			Ps. 8,836			Ps.5,076,039
Dividends paid		-		-		(400,000	)		-		-			-			(400,000	)
Reissuance (reserve for repurchase) of shares, net		12,799		-		(48,165	)		53,838		-			-			18,472
Deferred fees for technical assistance services		-		11,000		-			-		-			-			11,000
Comprehensive income:
Net income						568,023								(1,370	)		566,653
Labor obligations		-		-		-			-		(3,860	)		-			(3,860	)
Total comprehensive income		-		-		568,023			-		(3,860	)		(1,370	)		562,793
Balances at December 31, 2010	Ps.1,817,304		Ps. 35,537		Ps.2,989,221			Ps.405,674		Ps. 13,102			Ps. 7,466			Ps.5,268,304

F-29

Table of Contents

Condensed consolidated balances sheets and statements of operations including the aforementioned U.S. GAAP adjustments, as of December 31, 2010 and 2009 and for the years ended December 31, 2010, 2009 and 2008.

	2010		2009
Assets
Current assets:
Cash and cash equivalents	Ps. 312,838		Ps. 267,734
Other current assets		610,083		643,068
Total current assets		922,921		910,802
Property, machinery and equipment – net		2,310,848		2,183,613
Investment in airport concessions – net		3,708,338		3,502,456
Long-term deferred income taxes		38,946		-
Other assets – net		34,696		43,786
Total	Ps.7,015,749		Ps.6,640,657

Liabilities and stockholders’ equity:
Current liabilities	Ps.740,792		Ps.1,037,603
Long-term deferred income taxes		-		68,147
Other long-term liabilities		1,006,653		458,868
Total liabilities		1,747,445		1,564,618
Common stock		1,817,304		1,804,505
Additional paid-in capital		35,537		24,537
Retained earnings		2,989,221		2,869,363
Reserve for repurchase of shares		405,674		351,836
Accumulated other comprehensive income		13,102		16,962
Noncontrolling interest		7,466		8,836
Total stockholders’ equity		5,268,304		5,076,039
Total liabilities and stockholders’ equity	Ps.7,015,749		Ps.6,640,657

	2010			2009			2008
Net revenues	Ps.2,144,423			Ps.1,896,277			Ps.1,988,476
Cost of operations:
Cost of services		673,632			459,486			460,539
General and administrative expenses		372,120			306,148			328,350
Concession taxes		103,067			94,756			101,642
Technical assistance fees		58,567			62,521			24,908
Depreciation and amortization		365,811			308,116			266,031
Statutory employee profit sharing		3,501			1,321			2,626
Total costs		1,576,698			1,232,348			1,184,096
Income from operations		567,725			663,929			804,380
Net comprehensive financing loss		(68,338	)		(22,126	)		(11,451	)
Other income (expenses) – net		411			11,372			3,188
Income tax expense (benefit)		(66,855	)		350,795			(217,337	)
Consolidated net income	Ps. 566,653			Ps. 302,380			Ps.1,013,454
Weighted average number of common shares outstanding		398,967,756			394,934,855			396,284,313
Weighted average number of common shares and common share equivalents (unless antidilutive)		401,907,756			397,874,855			399,224,413
Basic earnings per share (in Mexican pesos)		1.4203			0.7656			2.5574
Diluted earnings per share (in Mexican pesos)		1.4099			0.7600			2.5386

F-30

Table of Contents

(i) Revenues and costs of construction

As disclosed in Note 3a, the Company adopted INIF 17 in 2010, applying the recognition and presentation requirements retrospectively. For purposes of U.S. GAAP, the impacts of adopting INIF 17 have been eliminated.

(ii) Amortization of assets under concession (treated as intangible “rights to use airport facilities” under Investment in Airport Concessions for MFRS)

Under MFRS, the cost of the concessions to operate the airports and the related facilities was determined on a basis proportionate to the amount SETA paid to the Mexican government for its investment in 15% of the common stock of the Company. This amount is reflected as two intangible assets: “rights to use airport facilities,” which reflects the value of the land and facilities used to operate each airport (up to the total amount of the concession for each individual airport to the extent such fair value was in excess) and “airport concessions”, both part of the investment in airport concessions (Note 7). As discussed in Notes 3.e and 7, for purposes of MFRS, the portion of the cost of the concession allocated to the rights to use airport facilities was determined based on an independent appraisal of the assets at each airport concession, and is amortized over the useful lives of the related assets, with total lives ranging from 8 to 37 years from the date such concessions were granted. The remainder of the appraised value over the cost of the concession was recorded as airport concessions, and is amortized over a total life equal to the concession term of 50 years.

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 of the grant of the concessions, 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. Pursuant to U.S. GAAP, the transfer of fixed assets was made among entities under common control. Thus, under U.S. GAAP, the related assets were recognized at their carrying value in the records of the Mexican government, and are reflected as “assets under concession.” The assets are depreciated over their remaining useful lives, or 22 years for other infrastructure, 30 years for buildings, and 28 years for runways, aprons and platforms. Useful lives were determined by an independent appraiser and take into account major maintenance overhauls that the Company is required to perform on the assets to prolong their lives in accordance with its Master Development Programs.

In addition, as the transfer of fixed assets included land and buildings, the Company compared the fair values of the fixed assets as obtained from the independent appraisal of such assets performed for MFRS purposes. Based on the appraisals, the fair value of the land transferred at all airports except for the Acapulco airport was considered significant in relation to the total fair value of all assets transferred. Accordingly, at such airports, the value included within the caption assets under concession for U.S. GAAP purposes does not include the value of the land transferred. With respect to the Acapulco airport, the land has been recorded as a single unit with the building transferred and is amortized over the economic life of the building of 26 years. Accordingly, this treatment results in a difference in amortization expense between MFRS and U.S. GAAP.

In addition, as described in Note 7, 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. This annual payment is considered a tax rather than consideration paid in exchange for the Mexican government’s contribution of the concessioned assets, and is recognized as an operating expense when it becomes payable for both U.S. GAAP and MFRS purposes.

Accordingly, the reconciliation to stockholders´ equity under U.S. GAAP includes an adjustment to reduce the basis of the concessioned assets under MFRS to the net historical cost basis as recorded in the accounting records of the Mexican government at the time of transfer. A corresponding adjustment is recognized to the Company’s consolidated net income for the related effects on depreciation expense

(iii) Airport concessions

There is no asset recorded under U.S. GAAP for the “airport concessions” as the Mexican government’s carrying value of such asset was zero. Accordingly, with respect to the intangible airport concession asset, annual amortization is removed from consolidated net income under MFRS and the amortized cost of such asset under MFRS is removed from consolidated stockholders’ equity each year in the U.S. GAAP reconciliation.

F-31

Table of Contents

(iv) Depreciation of fixed assets recorded at predecessor cost basis

As part of the grant of the concession, the Company also acquired certain machinery, furniture and equipment from the Mexican government. Under MFRS, the value of these fixed assets was recorded based on an independent appraisal obtained by the Company.

The acquisition of these fixed assets also constitutes a transfer of assets between entities under common control, for which reason under U.S. GAAP such assets must be recognized at the cost basis of the predecessor at the time of transfer. Accordingly, the reconciliation includes an adjustment to the value of such assets and the effect of the related depreciation.

(v) Deferred fees for technical assistance services

As discussed in Note 1, in June 2000, the Company and SETA entered into a stock option agreement, whereby the Company granted SETA the right to acquire an additional three percent of the Company’s outstanding Series “B” common stock provided that SETA had complied with its obligations under the technical assistance agreement. The option was exercisable in three tranches of one percent each, exercisable during a two-year period beginning June 14, 2003, June 14, 2004 and June 14, 2005, respectively, at an exercise price of $1.1286 (Ps.11.0198 nominal value), plus a 5% annual premium, subject to decrease based on any dividends paid by the Company. 1% expired, unexercised during 2005; the remaining 2% was exercised by SETA during 2007.

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 718, Compensation – Stock Compensation, (previously, SFAS No. 123 (R), “Share-Based Payment”), requires that all transactions in which equity instruments are issued to other than employees in conjunction with the selling of goods or services be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.

Further, ASC 718, (previously EITF 96-18, “Accounting for Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling Goods or Services”), provides guidance to establish a measurement date for awards issued to other than employees. As the Company did not believe that SETA had sufficiently large disincentives for nonperformance, and thereby SETA did not have a performance commitment as defined by U.S. GAAP, it established the measurement date as the date performance by SETA is complete, and consequently recognized the related cost of the award using variable accounting, as illustrated in ASC 718 (previously FIN No. 28, “Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans.”)

In 2008, for MFRS purposes, at the date of exercise of the option by SETA, the Company recognized Ps. 94,439 of common stock and Ps. 29,785 of additional paid-in capital for the difference between the book value of the shares and the amount paid by SETA for such shares. In addition to the stock option, SETA also holds forfeitable shares of the Company’s common stock in a trust. Upon SETA’s initial acquisition of 15% of the Company’s common stock, pursuant to the terms of the participation agreement between SETA and the Company, SETA signed a trust agreement with Banco Nacional de Comercio Exterior, S.N.C, and assigned to the trust, all of the Series “BB” shares it acquired. In the trust agreement, the Company was named as secondary beneficiary only in the instance in which SETA 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 the Company as liquidated damages and penalties.

Based on the fact that the five percent of SETA’s original investment held in the trust is forfeitable subject to compliance with the technical assistance agreement, the Company considers those shares to be compensatory and has recorded the fair value of these compensatory shares in a manner consistent with the stock option, applying variable accounting, resulting in a related (income) expense and corresponding (decrease) increase to additional paid-in capital of Ps.11,000, Ps.10,811 and Ps.(30,696) in 2010, 2009 and 2008, respectively.

(vi) Accrued vacation

MFRS currently requires that vacation benefits be accrued. As a result this reconciling difference, which was presented in previous years, has been eliminated in 2009. Under U.S. GAAP, ASC 710, Compensation – General (previously SFAS No. 43, “Accounting for Compensated Absences”), requires that such vacation benefits be accrued.

F-32

Table of Contents

(vii) Provisions for seniority premiums and for severance payments

Under both MFRS and U.S. GAAP, the Company recognizes a liability for its seniority premiums based on actuarial computations using the project unit credit method. Differences exist in the discount rates used for actuarial purposes between U.S. GAAP and MFRS. U.S. GAAP required that nominal rates be used while MFRS allows the use of real or “inflation-free” rates up to December 31, 2007. Beginning in 2008, such computations consider nominal rates.

Beginning January 1 2009, NIF D-3 eliminates the recognition of the additional liability because its determination does not incorporate a salary increase, incorporates the career salary concept, and the amortization period of most unrecognized items (those not related to retirement benefits) is reduced to five years, with the option to fully amortize them against current earnings of 2009 under other income and expense. The Company chose to amortize such items over a period of five years. Additionally, the beginning balance of actuarial gains and losses was recorded against results of 2008 for purposes of MFRS, in other income and expense.

The Company applies ASC 715, Compensation – Retirement Benefits (previously SFAS No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)”, which requires companies to recognize the overfunded or underfunded status of a defined benefit plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. U.S. GAAP also requires that a company measure the funded status of its plans as of the date of its year-end balance sheet, as well as prescribes additional disclosure requirements. ASC 715 is applicable to the Company’s seniority premium plan, as well as its liability recognized for severance benefits. Disclosures related to the Company’s seniority premiums and severance payment benefits required by U.S. GAAP are as follows:

The Company uses a December 31 measurement date for its seniority premiums plan and severance obligations.

	Seniority Premium Benefits						Severance Benefits
	2010			2009			2010			2009
Projected benefit obligation – unfunded status		Ps. (5,341	)		Ps.(4,381	)		Ps. (26,289	)		Ps. (22,191	)

	Seniority Premium Benefits			Severance Benefits			Seniority Premium Benefits			Severance Benefits
	2010			2010			2009			2009
Amounts recognized in accumulated other comprehensive income
Prior service costs, net of deferred tax of Ps.4,522 and Ps. 4,550 for 2010 and 2009, respectively		Ps. (15,074	)		Ps. -			Ps. (16,250	)		Ps. -
Actuarial net gain, net of deferred tax of Ps.937 and Ps.2,045 for 2010 and 2009, respectively		Ps. (1,336	)		Ps. (1,787	)		Ps. (1,924	)		Ps. (5,380	)
		Ps. (16,410	)		Ps. (1,787	)		Ps. (18,174	)		Ps. (5,380	)

	Seniority Premium Benefits						Severance Benefits
	2010			2009			2010			2009
Change in benefit obligation:
Projected benefit obligation at beginning of year	Ps. (4,381)			Ps. (3,621)			Ps. (22,191)			Ps.(21,252)
Service cost		(551	)		(517	)		(2,018	)		(2,052	)
Interest cost		(354	)		(294	)		(1,728	)		(1,657	)
Actuarial loss		(459	)		(81	)		(3,174	)		(76	)
Benefits paid		404			132			2,822			2,846
Projected benefit obligation at end of year	Ps. (5,341)			Ps. (4,381)			Ps. (26,289)			Ps.(22,191)

F-33

Table of Contents

	Seniority Premium Benefits						Severance Benefits
	2010			2009			2010			2009
Components of net periodic pension cost:
Service costs	Ps. 551			Ps. 517			Ps.2,018			Ps.2,052
Interest costs		354			294			1,728			1,657
Amortization of net actuarial (gain) or loss and prior service costs		(1,305	)		(1,333	)		(419	)		(513	)
Net periodic pension cost	Ps. (400)			Ps. (522)			Ps.3,327			Ps.3,196

	Seniority Premium Benefits				Severance Benefits
	2010		2009		2010		2009
Weighted-average assumptions used to determine benefit obligations at December 31:
Discount rate		8.50%		8.00%		8.50%		8.00%
Rate of compensation increase		5.50%		5.00%		5.50%		5.00%
Weighted-average assumptions used to determine net periodic benefit cost for the years ended December 31:
Discount rate		7.97%		8.50%		7.97%		8.50%
Rate of compensation increase		5.50%		5.50%		5.50%		5.50%

The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:

	Seniority Premium Benefits		Severance Benefits
2010	Ps. 458		Ps. 3,723
2011		433		3,567
2012		458		3,457
2013		570		3,362
2014		639		3,276
Thereafter		3,969		15,131
	Ps. 6,527		Ps. 32,516

(viii) Deferred statutory employee profit sharing

As discussed in Note 3k, under MFRS, the Company calculates deferred employee profit sharing based on taxable income, according to Section I of Article 10 of the Income Tax Law. The Company only recognizes a deferred statutory employee profit sharing asset or liability 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.

However, for purposes of U.S. GAAP, the Company must calculate deferred statutory employee profit sharing based on the temporary differences between the financial reporting basis and the statutory employee profit sharing basis of assets and liabilities for those subsidiaries of the Company that have employees in Mexico. Using such methodology, because of the adjustments to the accounting value of the rights to use airport facilities and airport concessions under U.S. GAAP, a net deferred statutory employee profit sharing asset results. U.S. GAAP prohibits the recognition of deferred statutory employee profit sharing assets. Accordingly, the U.S. GAAP reconciliation includes an adjustment to remove the liability recognized for MFRS purposes but does not reflect the recognition of any deferred statutory employee profit sharing asset.

In addition, current statutory employee profit sharing is included in other (expenses) income for MFRS purposes. Under U.S. GAAP, such cost is classified as an operating expense. Accordingly, this difference, which does not affect the determination of consolidated net income for U.S. GAAP purposes, would decrease operating income by Ps.3,501 Ps.1,321 and Ps.2,626 for the years ended December 31, 2010, 2009 and 2008, respectively.

F-34

Table of Contents

(ix) Income taxes

For U.S. GAAP purposes, under ASC 740 – Income Taxes, the Company is required to address the tax consequences of both the ISR and the IETU regimes by scheduling the reversal of its temporary differences and to use the tax rates that are expected to apply each year. Based on its financial projections, for purposes of U.S. GAAP, which were performed through the period its taxable temporary differences are expected to reverse, the Company concluded that it expects to alternate between both the ISR and IETU regimes. As such, it scheduled the reversal of its inventories of temporary differences and determined by year whether the applicable reversing temporary differences were those under ISR or those under IETU and similarly what rate to apply to determine the appropriate amount of deferred tax assets and liabilities. In addition, as the Company’s subsidiaries have net operating loss (NOL) carryforwards under the ISR regime, it used scheduling to demonstrate the amount of the NOL carryforwards it expects will more likely than not be realized.

As a result of U.S. GAAP adjustments to certain assets and liabilities, their U.S. GAAP accounting value differs from their accounting value under MFRS. Accordingly, all adjustments for deferred income taxes for purposes of the U.S. GAAP reconciliation were determined based on the difference between the accounting values of assets and liabilities under U.S. GAAP and MFRS versus the tax values and applicable tax rates of such assets and liabilities.

In addition, deferred taxes are classified as non-current for MFRS purposes while they are based on the classification of the related asset or liability for U.S. GAAP purposes.

The most significant adjustments to deferred income taxes in the U.S. GAAP reconciliation are due to the differences in accounting for the cost of the airport concessions and the rights to use airport facilities, the cost of fixed assets acquired from the Mexican government and the accounting for tax loss carryforwards.

A reconciliation of the net deferred income tax liability from MFRS to a deferred tax asset and deferred tax liability under U.S. GAAP and the composition of the deferred income taxes under U.S. GAAP at December 31, 2010 and 2009, respectively are as follows:

Reconciliation of deferred income taxes:	2010			2009
Deferred income tax liability under MFRS	Ps. (859,589)			Ps.(1,108,098)
Effect of cost of airport concession and rights to use airport facilities		979,583			587,535
Effect of fixed assets acquired		(9,894	)		277,490
Tax loss carryforwards		-			471,514
IETU Tax credits		-			(274,722	)
Other		10,192			4,531
Total U.S. GAAP adjustments to net deferred income tax liability		979,881			1,066,348
Net deferred income tax asset (liability) under U.S. GAAP	Ps. 120,292			Ps. (41,750)

Composition of net deferred income tax assets (liabilities):

	2010			2009
Assets:
Provisions	Ps. 83,888			Ps. 41,853
Advances from customers		-			317
Total current assets		83,888			42,170
Liabilities:
Other liabilities		(2,542	)		(15,773	)
Net current deferred tax asset (liability)	Ps. 81,346			Ps. 26,397

Non-current assets (liabilities):
Assets:
IETU tax credits	Ps. 495,903			Ps. 9,286
ISR tax loss carryforwards		795,755			847,343
Recoverable tax on assets		254,209			243,488
Valuation allowance for tax loss carryforwards, IETU tax credits and recoverable tax on assets		(1,009,303	)		(608,667	)
Total non-current assets		536,564			491,450

Liabilities:
Airport concessions and assets under concession		(199,238	)		(192,900	)
Property, real estate, machinery, equipment and improvements to concessioned properties		(298,380	)		(366,697	)
Total non-current liabilities		(497,618	)		(559,597	)
Net non-current deferred income tax asset (liability)	Ps. 120,292			Ps. (41,750)

F-35

Table of Contents

It is the Company’s policy to classify interest and penalties related to income tax related matters within income tax expense and other expenses, respectively. The Company’s operations are all located in Mexico. The Mexican Tax Law allows the tax authorities five tax years that remain subject to examination.

(x) Other U.S. GAAP disclosures

(a) Earnings per share according to U.S. GAAP – In accordance with ASC 260 – Earnings per Share (previously SFAS No. 128), basic earnings per share is computed by dividing income available to common shareholders 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 SETA’s shares held in the trust.

Diluted earnings per share for the years ended December 31, 2010 and 2009 includes 2,940,000 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, at which time they will become a part of basic EPS.

With respect to the stock option, in 2007, as 8,000,000 shares were exercised by SETA, such shares form part of the weighted average shares outstanding during the year for purposes of computing basic EPS and no further dilutive effects exist with respect to the option.

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:

	2010		2009		2008
Numerator
Net income under U.S. GAAP	Ps. 566,653		Ps. 302,380		Ps. 1,013,454
Denominator (share amounts)
Weighted average number of common shares outstanding		398,967,756		394,934,855		396,284,313
Dilutive effects of forfeitable shares		2,940,000		2,940,000		2,940,000
Total potential dilutive shares		401,907,756		397,874,855		399,224,313
Basic earnings per share	Ps. 1.4203		Ps. 0.7656		Ps. 2.5574
Diluted earnings per share	Ps. 1.4099		Ps. 0.7600		Ps. 2.5386

(b) Statement of cash flows – Under MFRS, through December 2007, the Company presents a consolidated statement of changes in financial position in accordance with Bulletin B-12, “Statement of Changes in Financial Position”, which identifies the generation and application of resources as the differences between beginning and ending financial statement balances in constant Mexican pesos.

Beginning on January 1, 2008, the Company must apply the requirements of NIF B-2 “Statement of Cash Flows”. NIF B-2 requires that the statement shows a company’s cash inflows and outflows during the period and establishes general rules for the presentation, structure and preparation of a cash flow statement and replaces the statement of changes in financial position on a prospective basis.

F-36

Table of Contents

For U.S. GAAP purposes, the Company presents its supplemental cash flow information in accordance with ASC 230 – Statement of Cash Flows (previously SFAS No. 95), presenting cash movements, excluding of the effects of inflation in each individual line item in the balance sheet reported under U.S. GAAP. Such information for the years ended December 31, 2010, 2009, and 2008 is presented below:

	2010			2009			2008
Cash flows from operating activities:
Consolidated net income	Ps. 566,653			Ps. 302,380			Ps.1,013,454
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		365,811			308,116			266,031
Deferred fees for technical assistance services		11,000			10,811			(29,596	)
Bad debt expense		174,451			14,455			33,523
Provisions for seniority premium and severance benefits		(2,146	)		4,439			(9,552	)
Unrealized exchange loss		-			(5,119	)		67,835
Deferred income tax		(163,642	)		236,530			(403,227	)
Changes in operating assets and liabilities:
Accounts receivable		14,343			(49,126	)		(161,488	)
Recoverable taxes		(78,212	)		(30,742	)		(222,913	)
Other current assets		1,357			9,874			2,387
Accounts payable and other accruals		(232,784	)		(239,906	)		89,113
Accounts payable to related parties		(115,914	)		(125,437	)		158,101
Advances from customers		(871	)		(2,873	)		1,666
Statutory employee profit sharing		1,138			(442	)		(6,509	)
Guarantee deposits		(401	)		(1,203	)		984
Net cash provided by operating activities		540,783			431,757			799,809
Cash flows from investing activities:
Acquisitions of property, machinery, equipment and improvements to concessioned properties		(550,499	)		(615,369	)		(1,933,874	)
Other investing activities		6,087			(3,858	)		(14,519	)
Net cash used in investing activities		(544,412	)		(619,227	)		(1,948,393	)
Cash flows from financing activities:
Proceeds from short term debt		(195,217	)		72,194			130,863
Proceeds from long term debt		624,406			470,589			-
Dividends paid		(398,927	)		(411,537	)		(428,218	)
Reissuance (repurchase) of shares		18,471			66,538			(53,345	)
Net cash provided by (used in) financing activities		48,733			197,784			(350,700	)
Net increase (decrease) in cash and cash equivalents		45,104			10,314			(1,499,284	)
Cash and cash equivalents at beginning of the year		267,734			257,420			1,756,704
Cash and cash equivalents at end of the year	Ps. 312,838			Ps. 267,734			Ps. 257,420
Cash paid for:

Income taxes	Ps.141,117			Ps. 318,346			Ps. 289,188

Supplemental schedule of noncash investing activities:
Acquisitions of property, machinery, equipment and improvements to concessioned properties on account	Ps.144,990			Ps. 251,349			Ps.452,690

F-37

Table of Contents

Description	Balance at beginning of the year		Additions charged to costs and expenses		Inflation effects		Deductions			Balance at the end of the year
Allowance for doubtful accounts
2010	Ps.52,160		Ps.174,451		Ps. -		Ps. (10,066)			Ps.216,545
2009		38,433		14,455		-		(728	)		52,160
2008		9,294		33,523		-		(4,384	)		38,433
Valuation allowance
2010		608,667		400,636							1,009,303
2009		493,498		115,169							608,667

(d) Fair value

The carrying amounts of the Company’s cash and cash equivalents, accounts receivable, accounts payable and current notes payable approximate fair value because they have relatively short-term maturities and bear interest at rates tied to market indicators, as appropriate. The Company’s long-term debt consists of debt instruments that bear interest at variable rates tied to market indicators and therefore approximates its fair value.

(e) Subsequent events

The Company’s consolidated financial statements have been authorized by Lic. Víctor Bravo Martín General, Chief Executive Officer, on June 1, 2011 in accordance with the responsibility assigned to him. The Company has evaluated events subsequent to December 31, 2010 to assess the need for potential recognition or disclosure in the accompanying consolidated financial statements. Such events were evaluated through June 1, 2011, the date the Company’s consolidated financial statements were available to be issued.

(f) New accounting standards

As disclosed in Note 21, the Company adopted IFRS beginning in 2011. The SEC allows foreign private issuers to provide financial information in accordance with IFRS as issued by the IASB and as a result, the Company will no longer prepare financial information in accordance with MFRS or US GAAP.

*******

F-38