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As filed with the Securities and Exchange Commission on February 16, 2006

Registration No. 333-131220

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

AMENDMENT NO. 2
TO
FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRUPO AEROPORTUARIO del PACIFICO, S.A. de C.V.

(Exact name of Registrant as specified in its charter)

PACIFIC AIRPORT GROUP

(Translation of Registrant's name into English)

United Mexican States		4581		None
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Avenida Mariano Otero No. 1249-B
Torre Pacifico, Piso 6
Col. Rinconada del Bosque
44530 Guadalajara, Jalisco, Mexico
(5233) 3880-1100
(Address and telephone number of Registrant's principal executive office)

CT Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 894-8940
(Name, address and telephone number of agent for service)

Copies to:

Jorge U. Juantorena, Esq.
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006-1470

Antonia E. Stolper, Esq.
Shearman & Sterling LLP
599 Lexington Avenue
New York, New York 10166-0153

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. o

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be Registered ⁽¹⁾	Proposed maximum offering price per unit ⁽²⁾	Proposed maximum aggregate offering price ⁽²⁾	Amount of registration fee ⁽³⁾


Series B Shares, without par value ⁽⁴⁾	476,850,000 shares	$2.00	$953,700,000.00	$102,045.90

⁽¹⁾: Includes Series B shares, which the underwriters may purchase to cover over-allotments, if any, and Series B shares that are to be offered outside the United States but that may be resold in the United States in transactions requiring registration under the Securities Act of 1933, as amended.
⁽²⁾: Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(a).
⁽³⁾: Registration fee previously paid on behalf of the registrant.
⁽⁴⁾: American Depositary Shares evidenced by American Depositary Receipts issuable upon deposit of the Series B shares registered hereby will be registered under a separate registration statement on Form F-6 (333-131287). Each such American Depositary Share represents 10 Series B shares.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

The purpose of this amendment is to make certain minor corrections to the prospectus and to file exhibits to the registration statement that were previously omitted.

The information in this prospectus is not complete and may be changed. There will be no sale of these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION: PRELIMINARY PROSPECTUS DATED FEBRUARY 16, 2006

414,652,171 Series B Shares

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

Common Stock
in the form of American
Depositary Shares (ADSs)
and Series B Shares

269,523,910 Series B shares are initially being offered in the United States and elsewhere outside of Mexico in the form of ADSs and Series B shares. An additional 145,128,261 Series B shares are being concurrently offered in Mexico.

The selling stockholder is selling all of the ADSs and Series B shares. We will not receive any proceeds from this global offering.

Prior to this global offering, there has been no public market for the ADSs or Series B shares. The initial offering price for each ADS is expected to be between U.S. $18.00 and U.S. $20.00. The initial offering price for each Series B share is expected to be between U.S. $1.80 and U.S. $2.00 (reflecting the ratio of 10 Series B shares for each ADS). We have applied to list the ADSs on the New York Stock Exchange under the symbol "PAC" and to list the Series B shares on the Mexican Stock Exchange under the symbol "GAP."

Investing in the ADSs or Series B shares involves risks. See "Risk Factors" on page 20.

	Price to Public	Underwriting Discounts and Commissions	Proceeds to Selling Stockholder
Per ADS	US$	US$	US$
Per Series B share	US$	US$	US$
Total	US$	US$	US$

The selling stockholder has granted an option, exercisable for 30 days, to the international underwriters to purchase up to 40,428,590 additional Series B shares and to the Mexican underwriter to purchase up to 21,769,239 additional Series B shares.

The underwriters are offering the ADSs and the Series B shares subject to various conditions and may reject all or part of any order, without notice. Delivery of the ADSs and the Series B shares is expected to be made on or about , 2006.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Application has been made for the registration of the Series B shares in the Mexican National Securities Registry maintained by the Mexican National Banking and Securities Commission. Such registration is not a certification as to the investment quality of the securities, the solvency of the issuer or the accuracy or completeness of the information contained in this prospectus.

Credit Suisse

Citigroup

Deutsche Bank

Santander Investment

The date of this prospectus is , 2006

TABLE OF CONTENTS

PRESENTATION OF FINANCIAL INFORMATION		2
EXCHANGE RATES		3
INDUSTRY AND OTHER DATA		4
SUMMARY		5
	THE COMPANY	5
	THE GLOBAL OFFERING	12
	SUMMARY CONSOLIDATED FINANCIAL INFORMATION	16
RISK FACTORS		20
BUSINESS STRATEGY		37
USE OF PROCEEDS		41
CAPITALIZATION		41
DILUTION		42
MARKET INFORMATION		42
DIVIDEND POLICY		48
SELECTED CONSOLIDATED FINANCIAL INFORMATION		50
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		54
BUSINESS		89
REGULATORY FRAMEWORK		130
MANAGEMENT		144
RELATED PARTY TRANSACTIONS		152
PRINCIPAL STOCKHOLDERS AND SELLING STOCKHOLDER		154
DESCRIPTION OF CAPITAL STOCK		157
DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS		171
TAXATION		177
UNDERWRITING		180
NOTICE TO CANADIAN RESIDENTS		186
FORWARD-LOOKING STATEMENTS		187
WHERE YOU CAN FIND MORE INFORMATION		188
ENFORCEABILITY OF CIVIL LIABILITIES		189
VALIDITY OF SECURITIES		189
EXPERTS		189
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

You should rely only on the information contained in this document. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information contained in this document is accurate on the date of this document and may no longer be accurate at the time of the delivery of this prospectus or any sale of the ADSs or Series B shares.

NOTICE TO UNITED KINGDOM RESIDENTS

This offering is only being made to persons in the United Kingdom whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the UK Financial Services and Markets Act 2000, or FSMA, and each underwriter has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the ADSs in circumstances in which section 21(1) of FSMA does not apply to Grupo Aeroportuario del Pacifico, S.A. de C.V. Each of the underwriters agrees and acknowledges that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the ADSs in, from or otherwise involving the United Kingdom.

PRESENTATION OF FINANCIAL INFORMATION

Our audited financial statements are prepared in accordance with accounting principles generally accepted in Mexico (Mexican GAAP), which differ in certain significant respects from accounting principles generally accepted in the United States (U.S. GAAP). For example, Mexican GAAP provides for the recognition of certain effects of inflation by restating non-monetary assets and non-monetary liabilities using the Mexican Consumer Price Index, restating the components of stockholders' equity using the Mexican Consumer Price Index and recording gains or losses in purchasing power from holding monetary liabilities or assets. Mexican GAAP also requires the restatement of all financial statements to constant Mexican pesos as of the date of the most recent balance sheet presented. Our audited financial statements for the years ended December 31, 2004, 2003 and 2002 and all other financial information contained herein with respect to the years ended December 31, 2004, 2003, 2002, 2001 and 2000 are accordingly presented in constant pesos with purchasing power as of December 31, 2004, unless otherwise noted. Our audited interim financial statements for the nine-month period ended September 30, 2005, which include comparative unaudited financial information for the nine-month period ended September 30, 2004, and all other financial information presented herein with respect to the nine-month periods ended September 30, 2005 and 2004 are presented in constant pesos with purchasing power as of September 30, 2005. The difference in the purchasing power of the peso at December 31, 2004 as compared to the purchasing power of the peso at September 30, 2005 was 1.7%, which we do not consider to be material or to materially affect financial results as presented herein. For a more detailed discussion of these differences as they relate to our business, see Note 22 to our audited year-end financial statements and Note 21 to our audited interim financial statements for the nine-month period ended September 30, 2005.

References in this prospectus to "dollars," "U.S. dollars", "$" or "U.S. $" are to the lawful currency of the United States. References in this prospectus to "pesos", "Pesos" or "Ps." are to the lawful currency of Mexico. We publish our financial statements in pesos.

This prospectus contains translations of certain peso amounts to U.S. dollars at specified rates solely for your convenience. These translations do not mean that the peso amounts actually represent such dollar amounts or could be converted into U.S. dollars at the rate indicated. Unless otherwise indicated, we have translated these U.S. dollar amounts from pesos at the exchange rate of Ps. 10.791 per U.S. $1.00, the Federal Reserve noon buying rate on September 30, 2005.

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 by using the average of the exchange rates on the last day of each month during the relevant period. The data provided in this table are based on noon buying rates published by the Federal Reserve Bank of New York for cable transfers in Mexican pesos. We have not restated the rates in constant currency units. All amounts are stated in pesos. We make no representation that the Mexican peso amounts referred to in this prospectus could have been or could be converted into U.S. dollars at any particular rate or at all.

Exchange Rates

Year Ended December 31,		High	Low	Average ⁽¹⁾	Period End
1999		10.60	9.24	9.56	9.48
2000		10.09	9.18	9.47	9.62
2001		9.97	8.95	9.33	9.16
2002		10.43	9.00	9.75	10.43
2003		11.41	10.11	10.85	11.24
2004		11.64	10.81	11.31	11.15
2005		11.41	10.41	10.88	10.63
	August 2005	10.90	10.58	10.69	10.79
	September 2005	10.89	10.68	10.79	10.79
	October 2005	10.94	10.69	10.84	10.79
	November 2005	10.77	10.57	10.68	10.77
	December 2005	10.77	10.41	10.63	10.63
	January 2006	10.64	10.44	10.54	10.44

⁽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, including the Series B shares 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 Series B shares represented by ADSs.

On February 1, 2006, the Federal Reserve noon buying rate was Ps. 10.4315 per U.S. $1.00.

INDUSTRY AND OTHER DATA

This prospectus contains certain statistical and other information regarding international and Mexican airports. This information has been derived or extracted, as noted, from publications of the Mexican Bureau of Civil Aviation and the Airport and Auxiliary Services Agency.

This prospectus also includes certain demographic and tourism data that have been extracted or derived from publications of the World Tourism Organization, the Mexican Ministry of Tourism, the Mexican Central Bank, the Mexican National Institute of Statistics, Geography and Informatics, the Mexican National Institute of Migration, the Mexican Bureau of Civil Aviation, the Association of the Development of Timeshares and the Los Cabos Hotel Association. All population data for Mexico included in this prospectus are based on estimated population data as of 2004 published by the Mexican National Institute of Statistics, Geography and Informatics in 2000 or information published by the Mexican National Population Council. All information included in this prospectus that is identified as having been derived or extracted from these institutions is included herein on the authority of such sources as public official documents.

All information in this prospectus relating to an airport's percentage of international passengers is based on the number of that airport's passengers arriving from and departing to foreign destinations relative to the total number of passengers served by that airport, unless otherwise specified. All information in this prospectus relating to an airport's percentage of domestic passengers is based on the number of that airport's passengers arriving from and departing to domestic destinations relative to the total number of passengers served by that airport. Accordingly, this information reflects the place of origin or destination of passengers as opposed to their residence.

When we refer to "terminal passengers" we are referring to the sum of all arriving and departing passengers on commercial and general aviation flights, other than transit passengers. "Transit passengers", or through passengers, are those who generally are not required to change aircraft while on a multiple-stop itinerary, who generally do not disembark their aircraft to enter the terminal building. When we refer to "total passengers" we are referring to the sum of terminal passengers plus transit passengers. When we refer to "commercial aviation passengers," we are referring to the sum of terminal and transit passengers, excluding general aviation passengers, such as those on private non-commercial aircraft. System-wide data in Mexico are based on commercial aviation passengers, but we generally measure our operations based on terminal passengers.

When we refer to "air traffic movements" we are referring to the sum of all aircraft arrivals and departures of any kind at an airport.

This prospectus includes 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.

As used in this prospectus, "maximum rate" refers to the maximum amount of revenues per workload unit that an airport may earn annually from services subject to price regulation pursuant to the terms of our concessions and applicable Mexican law. Each airport's maximum rates are adjusted periodically to reflect changes in the Mexican producer price index (excluding petroleum). For a detailed discussion of the relevance of the maximum rates to our business, see "Regulatory Framework—Aeronautical Services Regulation."

Unless otherwise indicated, the information contained in this prospectus assumes that the underwriters' over-allotment option to purchase an additional 62,197,829 Series B shares from the selling stockholder is not exercised and that AMP has not exercised any of its options to acquire our shares. For further information regarding the options to purchase additional shares, see "Underwriting" and "Principal Stockholders and Selling Stockholder."

At a shareholders' meeting held on February 2, 2006, our shareholders agreed to effect a reverse stock split whereby one new share of capital stock was issued in exchange for each outstanding 28.5558 shares of capital stock. Unless otherwise noted herein, all share and per-share data in this prospectus have been adjusted to reflect the reverse stock split for all periods presented.

SUMMARY

This summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes specific terms of the ADSs and the Series B shares that the selling stockholder is offering, as well as information regarding our business and detailed financial information. You should read the entire prospectus carefully, including the risk factors and financial statements.

Grupo Aeroportuario del Pacifico, S.A. de C.V. is a holding company that conducts all of its operations through its subsidiaries. Grupo Aeroportuario del Pacifico, S.A. de C.V. and each of its subsidiaries are organized under the laws of Mexico. The terms "we," "our" and "us" in this prospectus refer to Grupo Aeroportuario del Pacifico, S.A. de C.V., together with its subsidiaries, and to properties and assets that we own or operate, unless otherwise specified.

THE COMPANY

Introduction

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

Our Operations

We operate 12 airports, which serve two major metropolitan areas (Guadalajara and Tijuana), several tourist destinations, such as Puerto Vallarta, Los Cabos, La Paz and Manzanillo, and a number of mid-sized cities, such as Hermosillo, Leon, Guanajuato, Silao, Morelia, Aguascalientes, Mexicali and Los Mochis. Our airports are located in 9 of the 31 Mexican states, covering a territory of approximately 566,000 square kilometers (approximately 216,000 square miles), with a population of approximately 26 million according to the Mexican National Population Council ( Consejo Nacional de Poblacion ). All of our airports are designated as international airports under Mexican law, meaning that they are all equipped to receive international flights and maintain customs, refueling and immigration services managed by the Mexican government.

Six of our airports rank among the top ten busiest airports in Mexico based on commercial aviation passenger traffic, according to data published by the Mexican Bureau of Civil Aviation ( Direccion General de Aeronautica Civil ) in 2004. According to figures of the Mexican Bureau of Civil Aviation, our commercial aviation passenger traffic accounted for approximately 26.4% and 27% of all arriving and departing commercial aviation passengers in Mexico in 2004 and the first nine months of 2005, respectively.

The following table sets forth the top ten airports in Mexico by commercial aviation passenger traffic in 2004:

Principal Mexican Airports by Passenger Traffic

Airport		2004 Commercial Aviation Passengers (thousands)
Mexico City		22,940
Cancun		10,011
Guadalajara*		5,375
Monterrey		4,288
Tijuana*		3,382
Puerto Vallarta*		2,271
Los Cabos*		1,826
Hermosillo*		1,197
Bajio*		1,029
Merida		931

*: Indicates airports operated by us.

Source : Mexican Bureau of Civil Aviation

In 2004, we recorded revenues of Ps. 2,190.4 million (U.S. $203.0 million) and net income of Ps. 387.3 million (U.S. $35.9 million). In the first nine months of 2004, we recorded revenues of Ps. 1,653.7 million (U.S.$153.2 million) and net income of Ps. 355.9 million (U.S.$33.0 million), while in the first nine months of 2005, we recorded revenues of Ps. 1,909.5 (U.S. $177.0 million) and net income of Ps. 521.2 million (U.S. $48.3 million). Our airports handled approximately 17.5 million terminal passengers in 2004, making us the largest private airport operator in the Americas. In the first nine months of 2004 and 2005, our airports handled 13.2 million terminal passengers and 14.3 million terminal passengers, respectively.

Our airports serve several major international routes, including Guadalajara-Los Angeles, which ranked as the second busiest international route in Mexico by total number of passengers in 2004 according to the Mexican Bureau of Civil Aviation. In addition, our airports serve major resort destinations such as Puerto Vallarta and Los Cabos, which are among the most popular destinations in Mexico visited by tourists from California. Our airports also serve major domestic routes, including Guadalajara-Mexico City, which was the country's third busiest route in 2004, handling over 1.4 million total passengers that year, according to the Mexican Bureau of Civil Aviation. Other top-five domestic routes in terms of total passenger traffic include Mexico City-Tijuana and Guadalajara-Tijuana, according to the Mexican Bureau of Civil Aviation.

Two of our airports, Guadalajara International Airport and Tijuana International Airport, serve major metropolitan areas. Guadalajara is the second largest city in Mexico, with a population of more than four million in the greater metropolitan area, and Tijuana is the fifth largest city in Mexico, with a population of approximately 1.5 million. In addition, Tijuana, which is located near the Mexico-U.S. border, is a popular destination for Mexicans traveling to or returning from the United States. In 2004 and the first nine months of 2005, Guadalajara International Airport and Tijuana International Airport together represented approximately 50.2% and 47.7%, respectively, of our terminal passenger traffic and 47.5% and 44.3%, respectively, of our total revenues.

Vallarta constituting Mexico's second largest international tourist destination and Los Cabos the third largest in terms of visitors in 2004, according to the Mexican National Institute of Migration ( Instituto Nacional de Migracion ). Puerto Vallarta attracted approximately 2.3 million terminal passengers in 2004, while Los Cabos attracted approximately 1.8 million terminal passengers in that year. In 2004 and the first nine months of 2005, our Puerto Vallarta and Los Cabos International Airports together represented 23.4% and 27%, respectively, of our terminal passengers and 28.4% and 32.3%, respectively, of our total revenues.

Mexico was the eighth largest tourist destination in the world in 2004 in terms of international arriving tourists (20.6 million), according to the World Tourism Organization. Within Latin America and the Caribbean, Mexico ranked first in 2004 in terms of number of foreign visitors and income from tourism, according to the World Tourism Organization. The tourism industry is one of the largest generators of foreign exchange in the Mexican economy, contributing U.S. $10.8 billion in 2004, according to the Mexican Ministry of Tourism.

The following table provides summary data for each of our 12 airports for the year ended December 31, 2004 and for the nine months ended September 30, 2005:

		Year ended December 31, 2004							Nine months ended September 30, 2005
Airport	Type of area served	Terminal passengers			Revenues			Revenues per terminal passenger ⁽¹⁾	Terminal passengers			Revenues			Revenues per terminal passenger ⁽¹⁾
		Number (in millions)	%		(millions of pesos)	%		(pesos)	Number (in millions)	%		(million of pesos)	%		(pesos)
Guadalajara International Airport	Large, metropolitan city ⁽²⁾	5.4	30.8	%	737.7	33.7	%	136.8	4.2	29.5	%	603.7	31.6	%	142.9
Tijuana International Airport	Large, metropolitan city	3.4	19.4		303.5	13.9		89.5	2.6	18.2		241.5	12.6		92.4
Puerto Vallarta International Airport	Tourist destination	2.3	13.0		310.3	14.2		136.1	2.0	14.3		301.6	15.8		147.3
Los Cabos International Airport	Tourist destination	1.8	10.4		312.6	14.3		171.1	1.8	12.8		315.9	16.5		172.8
Hermosillo International Airport	Mid-sized city ⁽³⁾	1.2	6.9		117.8	5.4		96.8	0.9	6.4		97.9	5.1		106.6
Bajio International Airport	Mid-sized city	1.0	6.0		133.5	6.1		127.7	0.8	5.8		114.7	6.0		137.0
Morelia International Airport	Mid-sized city	0.6	3.5		77.4	3.5		126.8	0.5	3.5		70.2	3.7		139.4
La Paz International Airport	Tourist destination	0.4	2.5		56.5	2.6		129.1	0.3	2.4		47.7	2.5		139.3
Aguascalientes International Airport	Mid-sized city	0.4	2.1		40.5	1.8		111.3	0.3	1.9		33.0	1.7		120.6
Mexicali International Airport	Mid-sized city	0.5	3.1		52.2	2.4		97.3	0.4	2.9		41.9	2.2		100.1
Los Mochis International Airport	Mid-sized city	0.2	1.3		25.2	1.2		112.7	0.2	1.1		18.3	1.0		118.8
Manzanillo International Airport	Tourist destination	0.2	1.1		23.2	1.1		121.5	0.2	1.2		23.1	1.2		129.3

TOTAL:		17.5	100.0	%	2,190.4	100.0	%	125.0	14.3	100.0	%	1,909.5	100.0	%	133.2

⁽¹⁾: Revenues per terminal passenger are calculated by dividing the total revenues for each airport by the number of terminal passengers for each airport.
⁽²⁾: The Mexican National Population Council defines a large city as a city with a population greater than one million people.
⁽³⁾: The Mexican National Population Council defines a mid-sized city as a city with a population between 100,000 and one million people.

The Ministry of Communications and Transportation of Mexico has recently granted concessions to four new airlines, which we understand will operate as low-cost carriers. We expect that the addition of these airlines will increase our passenger traffic volume. In addition, pursuant to an amended bilateral aviation agreement between Mexico and the United States, the number of carriers eligible to operate routes between twelve specified Mexican airports (including three airports operated by us) and any U.S. city will be increased in 2006 from two Mexican and two U.S. carriers to three Mexican and three U.S. carriers, which we expect will generate additional future growth in our passenger traffic. The amended bilateral agreement will enter into effect once all necessary governmental approvals have been obtained. We also expect to achieve additional future growth as a result of the increase, beginning in October 2007, of carriers operating routes between our Guadalajara International Airport and any city in the U.S. pursuant to the amended bilateral agreement, from two Mexican and two U.S. carriers to three Mexican and three U.S. carriers. There can be no assurance that any of these developments will increase our passenger traffic volume.

Our principal executive headquarters are located at Avenida Mariano Otero No. 1249-B, Torre Pacifico, Piso 6, Guadalajara, Jalisco, Mexico, 44530. This is also the business address of the directors and officers identified under "Management—Directors" and "Management—Executive Officers" below. Our telephone number is + (5233) 3880-1100.

Investment by Aeropuertos Mexicanos del Pacifico, S.A. de C.V.

In 1999, as part of the first stage in the process of opening Mexico's airports to private investment, the Mexican government sold a 15% equity interest in us to Aeropuertos Mexicanos del Pacifico, S.A. de C.V. pursuant to a public bidding process. We refer to Aeropuertos Mexicanos del Pacifico as "AMP." This offering is the second stage of the opening of our airports to private investment.

The following are AMP's current stockholders:

•: AENA Desarrollo Internacional, S.A., or AENA, owns 25.5% of AMP. AENA is a wholly owned subsidiary of Aeropuertos Espanoles y Navegacion Aerea, a Spanish state-owned company that manages all airport operations in Spain. Aeropuertos Espanoles y Navegacion Aerea operates 47 airports in Spain, handling approximately 166 million total passengers in Spain in 2004, making it one of the largest airport operators in the world. Pursuant to the privatization guidelines published by the Mexican government during the first phase of our privatization, requiring our strategic stockholder to have, among other qualifications, an operating partner and a Mexican partner, AENA is one of AMP's two key partners, acting as its operating partner. In addition to its investment in AMP, AENA also directly manages four other airports in Latin America. In addition, AENA owns 10.0% of Airport Concessions and Development Limited, which owns a British airport company that operates thirteen airports in Europe, North America and Latin America through ownership, concession or management arrangements. In 2004, AENA had total revenue of approximately U.S.$1.5 billion.
•: Controladora Mexicana de Aeropuertos, S.A. de C.V., or Controladora Mexicana, owns 25.5% of AMP. Controladora Mexicana is a Mexican joint venture company 50% owned by Pal Aeropuertos, S.A. de C.V., and 50% owned by Promotora Aeronautica del Pacifico, S.A. de C.V. Pal Aeropuertos, S.A. de C.V. is a Mexican special purpose vehicle owned by Eduardo Sanchez Navarro Redo, an individual Mexican investor with substantial interests in Mexican real estate. Promotora Aeronautica del Pacifico, S.A. de C.V. is a Mexican special purpose vehicle owned by Laura Diez Barroso Azcarraga and her husband, Carlos Laviada Ocejo. Mrs. Diez Barroso has extensive experience in the magazine publishing industry and currently serves on the boards of directors of Telefonos de Mexico, S.A. de C.V., Grupo Financiero Inbursa S.A. and Royal Caribbean Cruises Ltd. Mr. Laviada Ocejo, an individual Mexican investor with substantial interests in real estate development and automobile dealerships in Mexico City, currently serves on the board of directors of Toyota Mexico Dealers A.C. Pursuant to the privatization guidelines

discussed above, Controladora Mexicana is AMP's second key partner, acting as its Mexican partner. Controladora Mexicana recently acquired its interest in AMP from Aeropuertos del Pacifico Noroeste, S.A. de C.V., or Pacifico Noroeste, which is no longer a shareholder of AMP. This sale remains subject to the approval of Mexican antitrust authorities. The pricing of the global offering is conditioned upon this approval. See "Business—Opening of Mexican Airports to Investment—Investment by AMP" and "Principal Stockholders and Selling Stockholders."

•: Desarrollo de Concesiones Aeroportuarias, S.A., or DCA, a subsidiary of Actividades de Construcciones y Servicios, S.A., owns 34.42% of AMP. Actividades de Construcciones y Servicios is one of Europe's major construction companies and an operator of various infrastructure projects under concessions in industries including airports, trains, toll roads, ports and car parking on four continents. Actividades de Construccion y Servicios is the largest operator of concessions in Latin America and one of the largest operators of concessions (based on number of concessions) in the world. In July 2005, Actividades de Construccion y Servicios acquired 22.073% of Grupo Union FENOSA , S.A, the majority shareholder of Inversora, and Actividades de Construccion y Servicios, S.A. recently acquired an additional 6.26% stake in Grupo Union FENOSA , S.A. Actividades de Construccion y Servicios also owns 24.83% of Abertis Infraestructuras , S.A., the majority shareholder of Airport Concessions and Development Limited. Actividades de Construccion y Servicios is listed on the Madrid Stock Exchange and had a market capitalization of €8.7 billion as of December 5, 2005.
•: Inversora del Noroeste, S.A. de C.V., or Inversora, owns 14.58% of AMP. Inversora is a Mexican company controlled by Grupo Union FENOSA, S.A., a Spanish energy utility company with a strong international presence of approximately 24,000 employees in 28 countries and four continents. The company is involved in the generation, transmission, distribution and marketing of energy, in telecommunications and in professional services. Grupo Union FENOSA, S.A.'s largest shareholder is Actividades de Construccion y Servicios, S.A., the parent corporation of DCA. Grupo Union FENOSA, S.A. is listed on the Madrid Stock Exchange and had a market capitalization of €9.8 billion as of December 5, 2005.

In 1999, AMP paid the Mexican government a total of Ps. 2,453.4 million (nominal pesos, excluding interest) (U.S. $261 million based on the exchange rate in effect on the date of AMP's bid) in exchange for:

•: All of our Series BB shares, representing 15% of our outstanding capital stock;
•: an option to subscribe for up to 5% of newly issued Series B shares; and
•: the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization (including AMP), a 15-year technical assistance agreement setting forth AMP's right and obligation to provide technical assistance to us in exchange for an annual fee, and a shareholders' agreement under terms established during the public bidding process. These agreements are described in greater detail under "Principal Stockholders and Selling Stockholder" and "Related Party Transactions."

Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee, which in 2004 amounted to Ps. 75.5 million (U.S. $7 million). This agreement is more fully described in "Related Party Transactions."

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). These rights are not subject to the technical assistance agreement and the participation agreement remaining in effect. If at any time before August 25, 2014 AMP 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 August 25, 2014 AMP 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 AMP to lose all of its special rights. As long as AMP retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after August 25, 2014, all of its special rights will remain in place. Pursuant to our bylaws, the technical assistance agreement and the participation agreement, AMP may not transfer more than 49% of its Series BB shares until after August 25, 2009. The rights and obligations of AMP in our management are described under "Management—Committees," "Description of Capital Stock" and "Principal Stockholders and Selling Stockholders."

The remaining 85% of our outstanding capital stock was transferred on August 25, 1999 by the Mexican government to a Mexican trust established by Nacional Financiera, S.N.C., or NAFIN, a Mexican national credit institution and development bank owned and controlled by the Mexican government. NAFIN is acting as trustee of this trust pursuant to the instructions of the Ministry of Communications and Transportation. This trust is the selling stockholder in this global offering, which is the second stage of our privatization. The net proceeds from the sale of shares held by the selling stockholder are payable to the Mexican government.

Principal Terms of Our Concessions

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 strategy, our traffic forecasts and our expansion, modernization and maintenance plans. 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 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 2004, the Ministry of Communications and Transportation approved the master development programs for each of our airports for the 2005 to 2009 period. These five-year programs will be in effect from January 1, 2005 until December 31, 2009.

We believe that we complied with the investment obligations set forth in our previous master development programs for each of our airports for the years 2000 through 2004. We expect the Ministry of Communications and Transportation will formally determine during the first six months of 2006 whether we complied with our obligations for the five-year period ended December 31, 2004. If the Ministry of Communications and Transportation determines that we did not comply with our obligations under each of our master development programs, we may be subject to sanctions. See "Regulatory Framework—Penalties and Termination and Revocation of Concession and Concession Assets."

Aeronautical Services Regulation

The majority of our revenues are derived from providing aeronautical services, which generally are related to the use of our airport facilities by airlines and passengers. Our aeronautical revenues principally consist of a fee for each departing passenger, aircraft landing fees, 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. In 2004, approximately 82.4% of our total revenues were earned from aeronautical services, which are subject to regulation under our maximum rates. The "maximum rate" is the maximum amount of revenues per "workload unit" that may be earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. We are able to set the specific prices for each aeronautical service at 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 used to determine our maximum rates and therefore permit greater revenues overall within each five-year period for which maximum rates are established.

The maximum rates for each of our airports were initially established by the Ministry of Communications and Transportation through December 31, 2004 and are reflected in the terms of our concessions. For subsequent five-year periods, each airport's maximum rate is to be determined by the Ministry of Communications and Transportation every five years based on a general framework established in our concessions. This framework includes, among other factors to be used in determining our maximum rates, 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.

In December 2004, the Ministry of Communications and Transportation determined the maximum rates for our airports for the 2005 to 2009 period. For further information on the maximum rates applicable to our airports, see "Regulatory Framework—Principal Terms of Our Concessions—Aeronautical Services Regulation" and "Risk Factors—Risks Related to Our Operations."

Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not regulated under this price regulation system, and are therefore not subject to a ceiling. As a result of the different treatment afforded aeronautical and non-aeronautical revenues, we refer to this system as a "dual-till" system. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Classification of Revenues."

Fourth Quarter Outlook

We estimate that our airports served approximately 19.1 million terminal passengers in 2005, which represents a 9.2% increase over 2004. Of our total terminal passengers in 2005, we estimate that approximately 11.5 million were domestic passengers and 7.6 million were international passengers. We estimate that domestic and international terminal passenger traffic in 2005 was 1.0% and 24.7% higher, respectively, than in 2004.

During the first nine months of 2005, our revenues, operating income and net income increased by 15.5%, 31.4% and 46.5%, in each case as compared to the corresponding period in 2004. We expect revenues and operating income for 2005 to increase relative to 2004 at rates modestly below the increases we experienced in those line items for the first nine months of 2005, while we believe the increase in net income will exceed the percentage increase for the first nine months of 2005.

Our estimates are based on preliminary, unaudited data. Our actual audited results of operations for 2005 could differ from these estimates.

THE GLOBAL OFFERING

Global Offering		The selling stockholder is offering 269,523,910 Series B shares in the form of ADSs and Series B shares in the United States and elsewhere outside of Mexico and 145,128,261 Series B shares in Mexico. Each ADS represents 10 Series B shares.
U.S. and International Offering		269,523,910 Series B shares in the form of ADSs or, if you so choose, Series B shares.
Mexican Offering		145,128,261 Series B shares.
Selling Stockholder		All of the Series B shares are being offered by the selling stockholder, which, prior to this global offering, held 476,850,000 Series B shares, representing all of the then-outstanding Series B shares and 85% of our outstanding capital stock. The selling stockholder is a trust established by the Ministry of Communications and Transportation with NAFIN, a Mexican development bank owned and controlled by the Mexican government. NAFIN is trustee of the selling stockholder. If all of the Series B shares are sold (and the over-allotment option is exercised in full), the Mexican government will cease to have any ownership interest in us.
Expected Offering Price		The initial offering price for each ADS is expected to be between U.S. $18.00 and U.S. $20.00. Based on the ratio of ten Series B shares for each ADS, the initial offering price for each Series B share is expected to be between U.S. $1.80 and U.S. $2.00.
Listings		We have applied to list the ADSs on the New York Stock Exchange under the symbol "PAC" and to list the Series B shares on the Mexican Stock Exchange ( Bolsa Mexicana de Valores, S.A. de C.V. ) under the symbol "GAP."
Lock-up Provision		We, the selling stockholder and AMP have agreed not to issue or sell any Series B shares or ADSs for 180 days from the date of this prospectus. For more information regarding these lock-up provisions, see "Underwriting" and "Principal Stockholders and Selling Stockholder."
Over-allotment		The selling stockholder has granted an option, exercisable for 30 days, to the international underwriters to purchase up to 40,428,590 additional Series B shares in the form of ADSs or Series B shares and to the Mexican underwriter to purchase up to 21,769,239 additional Series B shares to cover over-allotments.
Use of Proceeds		We will not receive any proceeds from this global offering. The net proceeds from the sale of ADSs and Series B shares sold in this global offering are payable to the selling stockholder.
Capital Stock		476,850,000 Series B shares and 84,150,000 Series BB shares of our common stock will be outstanding after this global offering. Since all of the Series B shares to be sold in the global offering are being sold by the selling stockholder, the number of Series B shares and Series BB shares outstanding will not change as a result of this global offering.

		AMP has an option to subscribe for newly issued Series B shares. This option was originally exercisable in three tranches, the first two of which have expired unexercised. Pursuant to the remaining tranche, AMP has the right to subscribe for 1% of our total capital stock outstanding at the time of the exercise, determined on a fully diluted basis. The remaining tranche may be exercised through August 25, 2006. For further information regarding AMP's option, see "Principal Stockholders and Selling Stockholder."
Voting Rights		Each Series B share will entitle the holder to one vote at any stockholders' meeting, including voting at meetings to elect members of our board of directors. ADS holders may instruct the depositary how to exercise the voting rights of the shares represented by the ADSs. The depositary has agreed that, if we so request, it will mail notices of stockholders' meetings that it receives from us to holders of ADSs and explain the procedures necessary to exercise voting rights. We will use our best efforts to request that the depositary notify you of upcoming votes and ask for your instructions. For a more complete discussion of the depositary's role and your voting rights, see "Description of American Depositary Receipts."
Ownership Limitations		Under our bylaws, except in limited circumstances, no person or group of related persons (as defined therein) may own more than 10% of our Series B shares. AMP beneficially owns all of our outstanding Series BB shares, which represent 15% of our outstanding capital stock, although the shares are held in a trust that allows AMP to vote only the portion of its shares representing up to 10% of our capital stock. For more information regarding this trust, see "Principal Stockholders and Selling Stockholder." The Mexican Airport Law, the concessions and the Mexican Communications Law also impose certain other share ownership limitations on air carriers and foreign governments. For a discussion of these limitations, see "Description of Capital Stock—Stockholder Ownership Restrictions and Antitakeover Protection."
Special Rights of Series BB Stockholder		The Series BB shares held by AMP provide it with certain rights under our bylaws, which are in addition to the rights of holders of Series B shares. Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our chief executive officer, our chief financial officer, our chief operating officer and our commercial director, to elect four members of our board of directors and to designate 20% of the members of each board committee (or one member of any committee consisting of fewer than five members). AMP (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). These rights are not subject to the technical assistance agreement and the participation agreement remaining in effect. If at any time before August 25, 2014 AMP 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 August 25, 2014 AMP 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 AMP to lose all of its special rights. As long as AMP retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after August 25, 2014, all of its special rights will remain in place. Pursuant to our bylaws, the technical assistance agreement and the participation agreement, AMP may not transfer more than 49% of its Series BB shares until after August 25, 2009. For more information regarding AMP's rights and obligations, see "Management—Committees," "Description of Capital Stock" and "Principal Stockholders and Selling Stockholder."

Dividends		We paid aggregate dividends of Ps. 269.9 million in 2003, Ps. 283.8 million in 2004 and Ps. 1.04 billion (constant pesos) in 2005. We did not make any dividend payments in 2002.
		Our shareholders adopted a new dividend policy at the general extraordinary shareholders' meeting held on April 15, 2005. Under the policy, our annual dividend is expected to consist of two components. The first component is a fixed amount, which is expected to be Ps. 450 million in 2005 (for the dividend expected to be paid in 2006) and is expected to increase gradually in future years. Second, the dividend policy contemplates that we will additionally distribute any cash and temporary investments we hold (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) in excess of our "minimum cash balance." For purposes of our policy, the "minimum cash balance" is the amount of cash and temporary investments that our board of directors determines is necessary to cover the minimum amount of expenses and investments expected to be incurred in the fiscal year during which the dividend payment is made and the subsequent fiscal year. Dividends are expected to be payable in cash and in one or more payments as determined in the relevant general ordinary shareholders meeting approving the dividend.
		The declaration, amount and payment of dividends pursuant to the policy described above are subject to (i) compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund, and (ii) the absence of any adverse effect on our business plan for the current or subsequent fiscal year as a result of the payment of any dividend. We cannot assure you that we will continue to pay dividends or that future dividends will be comparable to our previous dividends. Our ability to pay dividends may be restricted by our obligations under a credit agreement with Scotiabank Inverlat, S.A., to which several of our operating subsidiaries are parties. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." Our dividend policy may also be amended at any time by our shareholders. To the extent that we declare and pay dividends or make any other distribution in respect of our outstanding Series B shares, the ADS holders on the relevant date will be entitled to receive dividends or distributions payable in respect of the Series B shares underlying their ADSs. The delivery of dividends or distributions to ADS holders will be subject to the terms of our deposit agreement with the depositary. Cash dividends generally will be paid to the depositary in pesos, except as otherwise provided in this prospectus. Under current applicable Mexican law, any dividend we pay to non-Mexican holders of our Series B shares and ADSs, including the depositary, will not be subject to a dividend withholding tax. For more information regarding our dividend policy and withholding taxes, see "Dividend Policy" and "Taxation."

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following tables present our summary consolidated financial information for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements, including the notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Our financial statements are prepared in accordance with Mexican GAAP, which differs in certain significant respects from U.S. GAAP. Note 22 to our audited financial statements for the years ended December 31, 2004, 2003 and 2002 and Note 21 to our audited financial statements for the nine-month period ended September 30, 2005 provides 1) a summary of the principal differences between Mexican GAAP and U.S. GAAP as they relate to our business; 2) a reconciliation to U.S. GAAP of net income and stockholders' equity; and 3) condensed financial statements under U.S. GAAP and additional U.S. GAAP disclosure information.

Mexican GAAP provides for the recognition of certain effects of inflation by restating non-monetary assets and non-monetary liabilities using the Mexican National Consumer Price Index, restating the components of stockholders' equity using the Mexican National Consumer Price Index and recording gains or losses in purchasing power from holding monetary liabilities or assets. Mexican GAAP also requires the restatement of all financial statements to constant Mexican pesos as of the date of the most recent balance sheet presented. Our audited financial statements for the years ended December 31, 2004, 2003 and 2002 and all other financial information contained herein with respect to the years ended December 31, 2004, 2003, 2002, 2001 and 2000 are accordingly presented in constant pesos with purchasing power as of December 31, 2004, unless otherwise noted. Our audited interim financial statements for the nine-month period ended September 30, 2005, which include comparative unaudited financial information for the nine-month period ended September 30, 2004, and all other financial information presented herein with respect to the nine-month periods ended September 30, 2005 and 2004 are presented in constant pesos with purchasing power as of September 30, 2005. The difference in the purchasing power of the peso at December 31, 2004 as compared to the purchasing power of the peso at September 30, 2005 was 1.7%, which we do not consider to be material or to materially affect our financial results as presented herein. Our results of operations for the nine-month period ended September 30, 2005 are not necessarily indicative of our expected results of operations for the year ended December 31, 2005 and should not be construed as such.

					Year ended December 31,																		Nine months ended September 30,
					2000			2001			2002			2003			2004			2004			2004			2005			2005
					(thousands of pesos) ⁽¹⁾															(thousands of dollars) ⁽²⁾			(thousands of pesos) ⁽¹⁾						(thousands of dollars) ⁽²⁾
Statement of income data:
Mexican GAAP
Revenues:
	Aeronautical services ⁽³⁾				Ps.	1,574,587		Ps.	1,607,228		Ps.	1,524,331		Ps.	1,631,208		Ps.	1,805,263		U.S.$	167,293		Ps.	1,373,621		Ps.	1,557,283		U.S.$	144,314
	Non-aeronautical services ⁽⁴⁾					140,355			175,118			196,992			288,895			385,110			35,688			280,050			352,202			32,638
			Total revenues			1,714,942			1,782,346			1,721,323			1,920,103			2,190,373			202,981			1,653,671			1,909,485			176,952
Operating costs:
	Cost of services: ⁽⁵⁾
		Employee costs				N/A			254,683			254,166			257,733			266,934			24,737			204,839			209,192			19,386
		Maintenance				N/A			117,187			98,409			94,550			101,386			9,395			71,179			73,478			6,809
		Safety, security & insurance				N/A			57,226			68,785			76,385			84,040			7,788			63,558			64,085			5,939
		Utilities				N/A			48,723			49,107			53,454			61,832			5,730			44,326			48,968			4,538
		Other				N/A			88,672			57,019			79,440			95,702			8,869			83,897			62,147			5,759
			Total cost of services			549,164			566,491			527,486			561,562			609,894			56,519			467,799			457,870			42,431
	Technical assistance fees ⁽⁶⁾					79,623			78,732			57,027			64,522			75,537			7,000			56,103			68,386			6,337
	Government concession fees ⁽⁷⁾					83,381			88,127			84,908			95,245			108,788			10,081			82,099			94,875			8,792
Depreciation and amortization:
		Depreciation ⁽⁸⁾				21,041			41,608			50,316			74,780			94,652			8,771			71,239			76,771			7,114
		Amortization ⁽⁹⁾				439,381			443,915			443,848			444,224			460,013			42,629			341,805			377,772			35,008
			Total depreciation and amortization			460,422			485,523			494,164			519,004			554,665			51,400			413,044			454,543			42,122
				Total operating costs		1,172,590			1,218,872			1,163,585			1,240,333			1,348,884			125,000			1,019,045			1,075,674			99,682
Income from operations						542,352			563,474			557,738			679,770			841,489			77,981			634,626			833,811			77,270
	Net comprehensive financing income (expense)					54,232			29,517			31,611			23,314			(14,269	)		(1,323	)		(1,816	)		24,502			2,271
	Other income (expense)					12,119			15,273			(55,316	)		(10	)		(2,372	)		(220	)		2,781			622			58
Income before income taxes, employee statutory profit sharing and cumulative effect of change in accounting principle						608,703			608,264			534,033			703,074			824,848			76,438			635,591			858,935			79,599
		Income tax and employee statutory profit sharing expense				(192,194	)		(200,513	)		(306,124	)		(391,774	)		(461,861	)		(42,800	)		(304,495	)		(337,710	)		(31,296	)
	Cumulative effect of change in accounting principle ⁽¹⁰⁾					0			0			0			0			24,342			2,256			24,762			0			0
Consolidated net income						416,509			407,751			227,909			311,300			387,329			35,894			355,858			521,225			48,303
Basic and diluted earnings per share before cumulative effect of change in accounting principle					Ps.	0.7424		Ps.	0.7268		Ps.	0.4063		Ps.	0.5549		Ps.	0.6470		U.S.$	0.0600		Ps.	0.5902		Ps.	0.9291		U.S.$	0.0861
Basic and diluted earnings per share generated by cumulative effect of change in accounting principle					Ps.	0.0000		Ps.	0.0000		Ps.	0.0000		Ps.	0.0000		Ps.	0.0434		U.S.$	0.0040		Ps.	0.0441		Ps.	0.0000		U.S.$	0.0000
Basic and diluted earnings per share ⁽¹¹⁾					Ps.	0.7424		Ps.	0.7268		Ps.	0.4063		Ps.	0.5549		Ps.	0.6904		U.S.$	0.0640		Ps.	0.6343		Ps.	0.9291		U.S.$	0.0861
Basic and diluted earnings per ADS ⁽¹¹⁾					Ps.	7.4244		Ps.	7.2683		Ps.	4.0625		Ps.	5.5490		Ps.	6.9043		U.S.$	0.6398		Ps.	6.3433		Ps.	9.2910		U.S.$	0.8610
Dividends per share ⁽¹²⁾					U.S.$	0.0854		U.S.$	0.0000		U.S.$	0.0000		U.S.$	0.0446		U.S.$	0.0469					U.S.$	0.0477		U.S.$	0.1717
Dividends per ADS ⁽¹²⁾					U.S.$	0.8539		U.S.$	0.0000		U.S.$	0.0000		U.S.$	0.4459		U.S.$	0.4689					U.S.$	0.4769		U.S.$	1.7173
U.S. GAAP:
Revenues														Ps.	1,910,103		Ps.	2,186,496		U.S.$	202,622		Ps.	1,659,155		Ps.	1,885,749		U.S.$	174,752
Income from operations															987,941			1,140,014			105,645			859,580			1,068,626			99,029
Consolidated net income (loss)															513,185			(115,871	)		(10,738	)		474,980			679,338			62,952
Basic earnings (loss) per share ⁽¹¹⁾														Ps.	0.9217		Ps.	(0.2081	)	U.S.$	(0.0193	)	Ps.	0.8531		Ps.	1.2201		U.S.$	0.1131
Diluted earnings (loss) per share ⁽¹³⁾														Ps.	0.9148		Ps.	(0.2081	)	U.S.$	(0.0193	)	Ps.	0.8467		Ps.	1.2109		U.S.$	0.1122
Basic earnings (loss) per ADS ⁽¹¹⁾														Ps.	9.2168		Ps.	(2.0810	)	U.S.$	(0.1929	)	Ps.	8.5306		Ps.	12.2009		U.S.$	1.1307
Diluted earnings (loss) per ADS ⁽¹³⁾														Ps.	9.1477		Ps.	(2.0810	)	U.S.$	(0.1929	)	Ps.	8.4667		Ps.	12.1094		U.S.$	1.1222

		Year ended December 31,																		Nine months ended September 30,
		2000			2001			2002			2003			2004			2004			2004			2005			2005
		(thousands of pesos) ⁽¹⁾															(thousands of dollars) ⁽²⁾			(thousands of pesos) ⁽¹⁾						(thousands of dollars) ⁽²⁾
Other operating data (unaudited):
	Total terminal passengers (thousands of passengers) ⁽¹⁴⁾		16,387			16,149			15,294			16,444			17,516			17,516			13,214			14,340			14,340
	Total air traffic movements (thousands of movements)		383			387			378			382			390			390			290			311			311
	Total revenues per terminal passenger ⁽¹⁵⁾	Ps.	105		Ps.	110		Ps.	113		Ps.	117		Ps.	125		U.S.$	11		Ps.	125		Ps.	133		U.S.$	12
Other data:
EBITDA:
Consolidated net income under Mexican GAAP		Ps.	416,509		Ps.	407,751		Ps.	227,909		Ps.	311,300		Ps.	387,329		U.S. $	35,894		Ps.	355,858		Ps.	521,225		U.S. $	48,303
*Minus:*
	Net comprehensive financing income (expense)		54,232			29,517			31,611			23,314			(14,269	)		(1,323	)		(1,816	)		24,502			2,271
*Plus:*
	Income tax and employee statutory profit sharing expense		192,194			200,513			306,124			391,774			461,861			42,800			304,495			337,710			31,296
	Depreciation and amortization		460,422			485,523			494,164			519,004			554,665			51,400			413,044			454,543			42,122
EBITDA ⁽¹⁶⁾		Ps.	1,014,893		Ps.	1,064,270		Ps.	996,586		Ps.	1,198,764		Ps.	1,418,124		U.S.$	131,417		Ps.	1,075,213		Ps.	1,288,976		U.S.$	119,450
Balance sheet data:
	Mexican GAAP:
	Cash and temporary investments	Ps.	956,085		Ps.	984,643		Ps.	1,040,310		Ps.	1,028,516		Ps.	1,188,941		U.S.$	110,179		Ps.	961,014		Ps.	868,771		U.S.$	80,509
	Total current assets		1,465,215			1,190,413			1,310,128			1,498,781			1,552,421			143,862			1,352,029			1,245,696			115,438
	Airport concessions, net		18,347,500			18,001,926			17,656,385			17,310,832			16,954,966			1,571,214			17,344,958			16,951,498			1,570,892
	Rights to use airport facilities, net		2,764,026			2,674,400			2,584,768			2,495,141			2,405,517			222,918			2,469,656			2,378,517			220,417
	Total assets		23,883,396			23,361,116			23,704,334			23,670,660			23,873,192			2,212,322			24,152,150			23,782,126			2,203,886
	Current liabilities		997,718			67,690			178,647			101,989			185,844			17,221			99,387			200,674			18,598
	Total liabilities		997,718			67,690			182,995			107,980			207,032			19,183			117,065			227,256			21,061
	Total stockholders' equity ⁽¹⁷⁾		22,885,678			23,293,426			23,521,339			23,562,680			23,666,160			2,193,139			24,035,085			23,554,870			2,182,825
	U.S. GAAP:
	Cash and cash equivalents											871,068			946,857			87,745			729,897			807,724			74,852
	Total current assets											1,638,768			1,680,319			155,715			1,492,154			1,370,234			126,979
	Assets under capital lease ("Rights to use airport facilities" under Mexican GAAP)											2,387,238			2,272,713			210,612			2,340,901			2,224,433			206,138
	Total assets											11,747,878			11,465,044			1,062,464			12,150,132			11,359,961			1,052,726
	Current liabilities											101,989			186,173			17,253			99,507			205,091			19,006
	Total liabilities											113,824			216,734			20,085			117,509			264,430			24,505
	Total stockholders' equity ⁽¹⁷⁾											11,634,054			11,248,310			1,042,379			12,032,623			11,095,531			1,028,221
Other data:
	Mexican GAAP:
	Net resources provided by operating activities	Ps.	865,124		Ps.	763,137		Ps.	644,082		Ps.	571,519		Ps.	1,166,785		U.S.$	108,127		Ps.	818,476		Ps.	972,995		U.S.$	90,168
	Net resources used in financing activities		(21,394	)		(495,508	)		(84,186	)		(269,959	)		(283,849	)		(26,304	)		(288,731	)		(1,039,573	)		(96,338	)
	Net resources used in investing activities		(572,053	)		(239,071	)		(504,229	)		(313,354	)		(722,511	)		(66,957	)		(614,937	)		(274,042	)		(25,395	)
	Increase (decrease) in cash and temporary investments		271,677			28,558			55,667			(11,794	)		160,425			14,866			(85,192	)		(340,620	)		(31,565	)
	U.S. GAAP: ⁽¹⁸⁾
	Net cash provided by operating activities											442,787			1,101,596			102,085			757,291			1,162,287			107,709
	Net cash used in investing activities											(313,354	)		(708,668	)		(65,672	)		(602,522	)		(271,252	)		(25,137	)
	Net cash used in financing activities											(269,959	)		(283,849	)		(26,304	)		(288,731	)		(1,039,573	)		(96,337	)
	Effect of inflation accounting											(28,716	)		(33,290	)		(3,085	)		(22,191	)		(6,881	)		(638	)
	(Decrease) increase in cash and cash equivalents											(169,242	)		75,789			7,024			(156,153	)		(155,419	)		(14,402	)

⁽¹⁾: The years ended December 31, 2000, 2001, 2002, 2003 and 2004 are expressed in constant pesos with purchasing power as of December 31, 2004, except as otherwise noted. The nine months ended September 30, 2005 and 2004 are expressed in constant pesos with purchasing power as of September 30, 2005. Per share peso amounts are expressed in pesos (not thousands of pesos).

⁽²⁾: Translated into dollars at the rate of Ps. 10.7910 per U.S. dollar, the U.S. Federal Reserve noon buying rate for Mexican pesos at September 30, 2005. The U.S. dollar equivalent information should not be construed to imply that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. Per share dollar amounts are expressed in dollars (not thousands of dollars). Operating data expressed in units indicated.
⁽³⁾: 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 and a security charge for each departing passenger, and other sources of revenues subject to regulation under our maximum rates.
⁽⁴⁾: Revenues from non-aeronautical services consist of 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 regulated services under our maximum rates, although the Ministry of Communications and Transportation could decide to regulate such rates.
⁽⁵⁾: Cost of services line item was calculated only as a total for 2000.
⁽⁶⁾: Beginning January 1, 2000, we began paying AMP a technical assistance fee under the technical assistance agreement entered into in connection with AMP's purchase of its Series BB shares. This fee is described in "Business—Opening of Mexican Airports to Investment—Investment by AMP."
⁽⁷⁾: Beginning November 1, 1998, each of our subsidiary concession holders is required to pay a concession fee 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 fee is currently 5% of each concession holder's gross annual revenues.
⁽⁸⁾: Reflects depreciation of fixed assets.
⁽⁹⁾: Reflects amortization of concessions, rights to use airport facilities, recovered long-term leases and parking lots.
⁽¹⁰⁾: Represents the gain that resulted from the application of Mexican GAAP Bulletin C-10 governing derivative financial instruments and other hedging operations. See note 3a. to our audited financial statements.
⁽¹¹⁾: Based on the ratio of 10 Series B shares per ADS. For Mexican GAAP purposes, based on 561,000,000 weighted average common shares outstanding in each period. For U.S. GAAP purposes, based on 556,792,500 weighted average common shares outstanding in each period.
⁽¹²⁾: Peso amounts were Ps. 0.9214 per share in 2000, Ps. 0.4812 per share in 2003, Ps. 0.5060 per share in 2004, Ps. 0.5147 per share for the nine months ended September 30, 2004 and Ps. 1.8531 per share for the nine months ended September 30, 2005 and Ps. 9.2139 per ADS in 2000, Ps. 4.8121 per ADS in 2003, Ps. 5.0597 per ADS in 2004, Ps. 5.1467 per ADS for the nine moths ended September 30, 2004 and Ps. 18.5307 for the nine months ended September 30, 2005.
⁽¹³⁾: Based on the ratio of 10 Series B shares per ADS. Based on 561,000,000 weighted average common shares and common share equivalents outstanding for the year ended December 31, 2003 and for the nine-month periods ended September 30, 2005 and 2004, and 556,792,500 weighted average common shares and common share equivalents outstanding for the year ended December 31, 2004.
⁽¹⁴⁾: Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).
⁽¹⁵⁾: Total revenues for the period divided by terminal passengers for the period. Expressed in pesos (not thousands of pesos)
⁽¹⁶⁾: EBITDA represents net income minus net comprehensive financing income plus income taxes, asset tax, employee statutory profit sharing and depreciation and amortization. EBITDA should not be considered as an alternative to net income, as an indicator of our operating performance, or as an alternative to cash flow as an indicator of liquidity. Our management believes that EBITDA provides a useful measure of our performance that is widely used by investors and analysts to evaluate our performance and compare it with other companies. In making such comparisons, however, you should bear in mind that EBITDA is not defined and is not a recognized financial measure under Mexican GAAP or U.S. GAAP and that it may be calculated differently by different companies. EBITDA as presented in this table is not equivalent to our operating income (prior to deducting depreciation and amortization and the technical assistance fee), which is used as the basis for calculation of the technical assistance fee we pay to AMP.
⁽¹⁷⁾: Total stockholders' equity under Mexican GAAP reflects the value assigned to our concessions. Under U.S. GAAP, no value has been assigned to our concessions.
⁽¹⁸⁾: U.S. GAAP cash flow data is expressed in nominal Mexican pesos.

RISK FACTORS

You should consider carefully the following risk factors, as well as all the other information presented in this prospectus, before buying our Series B shares or ADSs. Any of the following risks, if they actually occur, could materially and adversely affect our business, results of operations, prospects and financial condition. In that event, the market price of our Series B shares and ADSs could decline, and you could lose all or part of your investment.

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, like most airports in other countries, regulated. In 2002, 2003, 2004 and the first nine months of 2005, approximately 88.6%, 85.0%, 82.4% and 81.6%, respectively, of our total revenues were earned from aeronautical 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 and that affect our profitability are authorized (as in the case of our master development programs) or established (as in the case of our maximum rates) by the Ministry of Communications and Transportation for five-year terms. Except under limited circumstances, we generally do not have the ability unilaterally to 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 our passenger traffic or other assumptions on which the regulations were based change during the applicable term. In addition, there can be no assurance that this price regulation system will not be amended in a manner that would cause additional sources of our revenues to be regulated.

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

Many of the laws, regulations and instruments that regulate our business were adopted or became effective in 1999, and there is only a limited history that would allow us to predict the impact of these legal requirements on our future operations. In addition, although Mexican law establishes ranges of sanctions that might be imposed should we fail to comply with the terms of one of our concessions, the Mexican Airport Law and its regulations or other applicable law, 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, there can be no assurance that the laws and regulations governing our business, including the rate-setting process, will not change in the future.

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 rate regulations applicable to our aeronautical services 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. The maximum rates for our airports have been determined by the Ministry of Communications and Transportation for each year through December 31, 2009. Under the terms of our concessions, there is no guarantee that our consolidated results of operations or the results of operations of any airport will be profitable.

Our concessions provide that an airport's maximum rates will be adjusted periodically for inflation (determined by reference to the Mexican producer price index excluding petroleum). 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 our master development programs, decreases in capital investments attributable to Mexican economy-related passenger traffic decreases or modifications of the concession fee 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 events specified in our concessions have occurred. Therefore, there can be no assurance that any such request would be granted.

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 regulated services at each airport in order to be as close as possible to our authorized maximum rate for that airport in any given year. We expect to continue to pursue this pricing strategy in the future. For example, in 2004, our revenues subject to maximum rate regulation represented 98.2% of the amount we were entitled to earn under the maximum rates for all of our airports. In the first nine months of 2004 and 2005, our revenues subject to maximum rate regulation represented 98.3% and 99.2%, respectively, 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 virtually all of the revenue we are entitled to earn from services subject to price regulation.

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

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

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

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 are unable to continue our operations without them. A concession may be terminated by the Mexican government for certain prescribed reasons, including failure to comply with our master development programs, a temporary or permanent halt in our operations, actions affecting the operations of other concession holders in Mexico, failure to pay damages resulting from our operations, exceeding our maximum rates or failure to comply with any other material term of our concessions. Violations of certain terms of a concession (including violations

for exceeding the applicable maximum rate) can result in termination of a concession if sanctions have been imposed for violation of the relevant term at least three times. Violations of other terms of a concession can result in the immediate termination of the concession. Our concessions may also be terminated upon our bankruptcy or insolvency.

We would face similar sanctions for violations of the Mexican Airport Law or its regulations. 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. In the event of a mandated change in our operations, the Mexican government is required to compensate us for the cost of that change. Similarly, in the event of an assumption of our operations, other than in the event of war, the government is required to compensate us and any other affected parties for any resulting damages. There can be no assurance that we will receive compensation equivalent to the value of our investment in or any additional damages related to our concessions and related assets in the event of such action.

In the event that any one of our 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. 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 did participate.

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

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

Risks Related to Our Operations

The September 11, 2001 terrorist attacks and recent international conflicts and health epidemics have had a severe impact on the international air travel industry and have adversely affected our business and may continue to do so in the future.

The events of September 11, 2001 resulted in a significant decline in passenger traffic worldwide and future terrorist attacks could result in similar declines.

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 1.4% in 2001 and an additional 5.3% in 2002 (in each case as compared to the prior year). Any future terrorists attacks, whether or not involving aircraft, will likely adversely affect our business, results of operations, prospects and financial condition.

Security enhancements following the events of September 11, 2001 have resulted in increased costs.

The air travel business is susceptible to increased costs resulting from enhanced security and higher insurance and fuel costs. Following the events of September 11, 2001, we reinforced security at our airports. While enhanced security at our airports has not resulted in a significant increase in our operating costs to date, we may be required to adopt additional security measures in the future. In addition, our general liability insurance premiums for 2002 and 2003 increased substantially relative to our 2001 premiums and may continue to rise in the future. In 2004, our aggregate insurance cost was more than double our aggregate insurance cost for 2001. Since August 1, 2003, we carry a Ps. 500 million insurance policy covering damages to our property resulting from terrorist acts. Since January 2003, we carry an insurance policy covering personal and property damages to third parties resulting from terrorist acts. The coverage provided by this policy was initially U.S.$ 10 million, but was increased to U.S.$ 20 million in 2005. Because our insurance policies do not cover all losses and liabilities resulting from war or from terrorism, we could incur significant costs if we were to be directly affected by events of this nature. Any such increase in our operating costs would have an adverse effect on our results of operations.

The users of airports, principally airlines, have been subject to increased costs following the events of September 11, 2001. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security guidelines in the future. Premiums for aviation insurance have increased substantially and could escalate further. While governments in other countries have agreed to indemnify airlines for liabilities they might incur resulting from terrorist attacks, the Mexican government has given no indication of any intention to do so. In addition, fuel prices and supplies, which constitute a significant cost for airlines using our airports, may be subject to increases resulting from any future terrorist attacks, a general increase in international hostilities or a reduction in output of fuel, voluntary or otherwise, by oil producing countries. Such increases in airlines' costs have in the past resulted in higher airline ticket prices and decreased demand for air travel generally, thereby having an adverse effect on our revenues and results of operations. In addition, because a substantial majority of our international flights involve travel to the U.S., we may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities.

In addition, the Mexican government recently adopted a policy requiring checked baggage on all international commercial flights beginning in January 2006, and all domestic commercial flights beginning in July 2006, to undergo a new comprehensive screening process. The new process is expected to require the installation of new screening equipment, which we will be required to purchase and install. Although airlines, rather than holders of airport concessions, are responsible for baggage screening under Mexican law, we are required to operate the new screening equipment in order to

comply with the new policy. The requirement that we purchase, install and operate the new screening equipment could increase our exposure to liability. We cannot currently estimate the cost to us of compliance with the new screening guidelines. We could be required to undertake significant capital expenditures and ongoing expenses to comply with these requirements, which could restrict our liquidity and adversely affect our operating results.

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 2002, 2003, 2004 and the first nine months of 2005, passenger charges represented 61.7%, 62.6%, 64.9% and 66.0%, respectively, of our total revenues. Events such as the war in Iraq and public health crises such as the Severe Acute Respiratory Syndrome, or SARS, crisis have negatively affected the frequency and pattern of air travel worldwide. 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, outbreaks of health epidemics such as SARS 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.

Our revenues and profitability may not increase if we fail in our business strategy.

Our ability to increase our revenue and profitability will depend in part on our business strategy, which consists of setting prices in order to be as close as possible to the maximum rates for any given year, reducing operating costs, increasing passenger and cargo traffic at our airports and increasing revenue from commercial activities.

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

We may be required to write off an income tax refund that we have recorded as an asset on our balance sheet.

As part of a tax planning strategy that we implemented in 2002 following the recommendation of our tax advisors, we recorded in our financial statements a recoverable income tax asset of Ps. 76.9 million (nominal pesos) as of December 31, 2002. This asset related to the expected recovery of income taxes paid on the distribution of dividends. In July 2003, we requested that the Mexican tax authorities confirm the criteria under which we are claiming this refund and this request was rejected. We have since initiated proceedings before the Mexican tax court seeking to have our refund claims adjudicated in our favor. For a further discussion of this asset, see Note 14 to our audited year-end financial statements and Note 13 to our interim audited financial statements for the nine-month period ended September 30, 2005. Although this receivable may be recognized under Mexican GAAP, under U.S. GAAP, the recoverable income tax asset is considered a gain contingency, the recognition of which is not permitted until recovery is assured beyond a reasonable doubt.

In the case of our Tijuana International Airport, the Mexican tax authorities fined us Ps. 19.1 million (nominal pesos) in May 2005 based on a finding that our refund request relating to this airport is unfounded. We paid the fine in order to obtain a discount on the fine (which was reduced to Ps. 11.4 million) and avoid accruing interest and inflation adjustments while we contest the fine. If we are successful in having the fine annulled, we will recover the amount of the fine plus interest and inflation adjustments. We have recorded the expected refund as an asset in our financial statements for the nine months ended September 30, 2005, as we do not believe there is any legal basis for the fine. Under U.S. GAAP, this asset is considered a gain contingency, the recognition of which is not permitted until recovery is assured beyond a reasonable doubt.

There can be no assurance that we will be successful in our claims with respect to the tax refund. If these claims are not decided in our favor, we may be required to write off the remaining asset we have recorded in respect of the anticipated refund as well as any related fines we have paid. At September 30, 2005, the aggregate amount of these assets was approximately Ps.88.3 million (nominal pesos).

Competition from other tourist destinations could adversely affect our business.

The principal factor affecting our results of operations and business is the number of passengers using our airports. The number of passengers using our airports (particularly our Los Cabos International Airport and our Puerto Vallarta International Airport) may vary as a result of factors beyond our control, including the level of tourism in Mexico. In addition, our passenger traffic volume may be adversely affected by the attractiveness, affordability and accessibility of competing tourist destinations in Mexico, such as Cancun and Acapulco, 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 Mexico. 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.

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

In 2004 and the first nine months of 2005, approximately 76.1% and 76.5%, respectively, of our revenues were generated from four of our 12 airports. The following table lists the percentage of total revenues generated at our airports for the periods indicated:

Airport			For year ended December 31, 2004		For nine months ended September 30, 2005
Guadalajara International Airport			33.7	%	31.6	%
Tijuana International Airport			13.9		12.6
Puerto Vallarta International Airport			14.2		15.8
Los Cabos International Airport			14.3		16.5
	Eight other airports		23.9		23.5

		Total	100.0	%	100.0	%

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

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

Although we currently believe we maintain good relations with our labor force, if any conflicts with our employees were to arise in the future, including with our unionized employees (which accounted for 53.5% of our total employees at December 31, 2004 and 52.8% of our employees at September 30, 2005), 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.

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

Cintra, S.A. de C.V., or Cintra, is a holding company that owns Aeromexico, one of the principal domestic airlines operating at our airports. The Mexican government is the majority owner of Cintra and it controls Cintra primarily through the Institute for the Protection of Bank Savings. Of the total revenues generated at our airports in 2004, Aeromexico and Aerolitoral (which is also owned by Cintra) together accounted for 20.7%, while Grupo Mexicana, which, until December 2005, was owned by Cintra (and which owns Mexicana, another principal domestic airline, and Click Mexicana), represented 14.5% and an additional nine airlines together represented 36.4%. None of our contracts with our airline customers obligate them to continue providing service to our airports, and we can offer no assurance that, if any of our key customers 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. In addition, Cintra has announced publicly that it intends to sell all or a portion of its remaining ownership interest in its airlines, and we can offer no assurance that these airlines, operating independently of Cintra, would continue to use any or all of our airports. 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.

In addition, in recent years, many airlines have reported substantial losses. Lineas Aereas Allegro, S.A. de C.V., which accounted for 2.5% of our revenues in 2003, currently is undergoing insolvency proceedings and did not operate at any of our airports in 2004 or 2005. In 2004 and during the first nine months of 2005, the passenger charges that we invoiced to airlines controlled by Cintra were generally collected, on a weighted average basis, approximately 91 to 130 days and 77 to 88 days, respectively, following the invoice delivery date. The actual term for payment generally is dependent upon interest rates on short-term Mexican treasury bills, or Cetes , with longer payment periods during periods of lower interest rates (within a defined range). Our revenues from these passenger charges are not secured by a bond or any other collateral. Thus, in the event of insolvency of any airline, we would not be assured of collecting any amounts invoiced to that airline in respect of passenger charges.

Decisions made by Cintra with respect to its remaining ownership interest in its airlines could also affect the operations and business of Grupo Aeromexico and the airlines it controls and have a material adverse effect on our results of operations.

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

From 2000 to mid-2003, the principal domestic airlines operating at our 12 airports—Aeromexico, Mexicana, Aeromar and Aerolitoral—refused to pay certain increases in the specific prices we charge for aeronautical services. At August 31, 2003 (the date on which the balance reached its peak), the amount of invoiced fees subject to dispute was Ps. 47.0 million. No fees remained subject to dispute as of December 19, 2005. 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 Mexico. Although a number of these proceedings were resolved or dismissed, the resolution of one of these proceedings remains pending.

On July 15, 2003, we entered into an agreement with the National Air Transportation Chamber of Commerce ( Camara Nacional de Aerotransportes ) and the Ministry of Communications and Transportation pursuant to which we resolved existing disputes with our principal airline customers and established specific prices for aeronautical services applicable to those airlines for 2003 and 2004 and a methodology for retroactively applying those prices from 2000, since these airlines had refused to pay certain of our charges since that year. In March 2005, we entered into a renewal agreement with the National Air Transportation Chamber of Commerce for 2005 and 2006. The National Air Transportation Chamber of Commerce agreed to cause our principal airline customers to enter into (a) contracts governing charges for aeronautical services, (b) lease contracts for property used by the airlines and (c) contracts governing collection of passenger charges. To date, these airlines have entered into agreements with us scheduled to expire in 2006 representing (a) virtually all of the relevant contracts governing the collection of passenger charges, (b) a substantial majority of the agreements for the leasing of space in our terminals and (c) a substantial majority of the contracts governing our aeronautical services, in each case in terms of the total number agreements to be entered into.

Because these airlines contribute a majority of our revenues, should the airlines refuse to make payment pursuant to the agreements described above, or should they refuse to pay increases in our charges for aeronautical services in future years, our results of operations could be adversely impacted.

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

As is the case with most airports, the operation of our airports is largely dependent on the services of third parties, such as air traffic control authorities and airlines. We are also dependent upon the Mexican government or entities of the government for provision of services, such as electricity, supply of fuel to aircraft, air traffic control and immigration and customs services for our international passengers. We are not responsible for and cannot control the services provided by these parties. Any disruption in, or adverse consequence resulting from, their services, including a work stoppage or other similar event, may have a material adverse effect on the operation of our airports and on our results of operations.

In addition, we are dependent on third-party providers of certain complementary services such as catering and baggage handling. For example, Grupo Aeromexico and Grupo Mexicana together control Servicios de Apoyo en Tierra, or SEAT, pursuant to a joint venture. Cintra, which owns Grupo Aeromexico and, until recently, owned Grupo Mexicana, has announced publicly that it intends to sell its remaining ownership interest in SEAT separately from the proposed sale of its ownership interest in Grupo Aeromexico and its sale of Grupo Mexicana. SEAT is currently the largest provider of baggage and ramp handling services at our airports. If these service providers, including SEAT, were to halt operations at any of our airports, we would 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.

We may be liable pursuant to a claim regarding the operation of certain shuttle buses at Guadalajara International Airport

that we have no liability to Remaconst in connection with its claim. Remaconst appealed the decision of the trial court and this appeal was decided in our favor in January 2006. Remaconst may initiate proceedings in federal court for final review of the trial and appellate decisions, which were state court decisions. Although we believe it is unlikely, if Remaconst were to receive a favorable ruling against us, we believe our maximum exposure would amount to approximately Ps. 110 million.

Actions by the former holders of land comprising Tijuana International Airport may limit our ability to expand the airport and may disrupt its operations.

A portion of the land comprising Tijuana International Airport was expropriated by the Mexican government in 1970 pursuant to its power of eminent domain. Prior to its expropriation, the land had been held by a group of individuals through a system of communal ownership of rural land known as an ejido . The former ejido participants have asserted claims against the Mexican government challenging the 1970 expropriation decree. Our Tijuana airport subsidiary is a party to the proceedings, but only as an interested third party. A judgment in favor of the former ejido participants could materially disrupt the airport's current operations. The terms of our concession require the Mexican government to provide restitution to us for any loss of our use of the land subject to our concessions.

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

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

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

Natural disasters could adversely affect our business.

From time to time, the Pacific and Central region of Mexico experiences torrential rains and hurricanes (particularly during the months of July through September), as well as earthquakes. The most recent natural events that affected our airports were two hurricanes in August and September of 2003 that resulted in temporary closures and property damages at our Los Cabos International Airport and our La Paz International Airport. In addition, the Manzanillo International Airport experienced an earthquake in 2003, which caused the airport to be closed for several hours and which caused significant damage to the airport. 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 traffic volume. The occurrence of natural disasters in the destinations we serve could adversely affect our business, results of operations, prospects and financial condition. We have insured the physical facilities at our airports against damage caused by natural disasters, accidents or other similar events, but do not have insurance covering losses due to resulting

business interruption. Moreover, should losses occur, there can be no assurance that losses caused by damages to the physical facilities will not exceed the pre-established limits on any of our insurance policies.

Risks Related to Our Stockholders

AMP will continue to control our management, and AMP's interests may differ from those of other stockholders.

Regardless of the number of Series B shares sold in the global offering, upon completion of the offering AMP still will hold Series BB shares currently representing 15% of our outstanding capital stock. Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our chief executive officer, our chief financial officer, our chief operating officer and our commercial director, to elect four members of our board of directors and to designate 20% of the members of each board committee (or one member of any committee consisting of fewer than five members). AMP (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). These rights are not subject to the technical assistance agreement and the participation agreement remaining in effect. If at any time before August 25, 2014 AMP 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 August 25, 2014 AMP 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 AMP to lose all of its special rights. As long as AMP retains at least 7.65% of our capital stock in the form of Series BB shares, whether before or after August 25, 2014, all of its special rights will remain in place. In addition, shareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the shareholders' meetings of AMP and ultimately at our shareholders' meetings.

So long as the technical assistance agreement remains in effect and AMP continues to hold Series BB shares, AMP also has the obligation to name 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 AMP must have. The technical assistance agreement will terminate on August 25, 2014, unless extended by the parties.

AMP'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 appoint directors and officers as the holder of Series BB shares until August 25, 2014 so long as it owns at least one Series BB share, in each case regardless of whether 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 appoint and remove members of our senior management, AMP directs the actions of our management in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. The interests of AMP may differ from those of our other stockholders and be contrary to the preferences and expectations of our other stockholders and we can offer no assurance that AMP and the officers appointed by AMP would exercise their rights in ways that favor the interests of our other stockholders.

The selling stockholder may continue to have substantial influence over us, and its interests may differ from those of other stockholders.

We cannot assure you that the selling stockholder will sell all of the Series B shares proposed to be offered in this global offering. Therefore, you should be aware that the selling stockholder may retain a significant number of our Series B shares following the offering. Any Series B shares retained

by the selling stockholder will be voted by NAFIN, as trustee, based on the instructions of the Ministry of Communications and Transportation.

In the event the selling stockholder retains a significant number of shares, it and the Ministry of Communications and Transportation may substantially influence us and matters requiring the approval of our stockholders. NAFIN and the Ministry of Communications and Transportation may influence our actions in areas such as business strategy, financing, distributions, acquisitions and dispositions of assets or businesses. The interests of the selling stockholder may differ from those of our other stockholders and be contrary to the preferences and expectations of our other stockholders, and there can be no assurance that the selling stockholder would exercise its rights in ways that favor the interests of our other stockholders.

If AMP, our principal stockholder subsequent to this offering, should decide to sell all or a portion of its remaining interest in us, our operations could be adversely affected.

AMP currently exercises a substantial influence over our management, as described above. Our bylaws and certain of the agreements executed in connection with the privatization process provide that AMP could not transfer any of its Series BB shares before August 25, 2004. From the end of this no-sale period and thereafter, AMP may transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in any year up to 20% of its remaining ownership interest in us. AMP, as holder of the Series BB shares, is entitled to name our chief executive officer, our chief financial officer, our chief operating officer and our commercial director, as well as four of our board members and 20% of the members of each board committee (or one member of any committee consisting of fewer than five members). Elimination of these rights from our bylaws would require the consent of AMP for so long as it owns Series BB shares representing 7.65% of our capital stock. Should AMP fall below this threshold, our management could change significantly and our operations could be adversely affected as a result. The termination of the technical assistance agreement with AMP may adversely affect or disrupt our operations.

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

In 1999, as part of the first stage in the process of opening Mexico's airports to private investment, the Mexican government sold a 15% equity interest in us to AMP pursuant to a public bidding process. Pursuant to the guidelines published by the Mexican government during the first phase of our privatization and the participation agreement setting forth the rights and obligations of each of the parties involved in our privatization, our strategic stockholder (AMP) is required to have, among other qualifications, an operating partner and a Mexican partner. Until recently, Pacifico Noroeste owned 25.5% of AMP and, pursuant to the privatization guidelines discussed above, was AMP's Mexican partner.

In 2004 and 2005, various reports in the Mexican press alleged that AMP did not comply with the requirements of the privatization guidelines and the participation agreement because Pacifico Noroeste did not satisfy the Mexican partner nationality and other requirements set forth in the privatization guidelines. In June 2005, the Permanent Commission of the Mexican Federal Congress requested that the Ministry of Communications and Transportation and other agencies of the federal government investigate these allegations and report on our share ownership structure and certain related matters. We and the Ministry of Communications and Transportation have cooperated with this request. To date, the Mexican Federal Congress has delivered no formal findings.

In January 2006, Pacifico Noroeste sold its 25.5% interest in AMP to Controladora Mexicana, a Mexican joint venture company 50% owned by Pal Aeropuertos, S.A. de C.V., and 50% owned by Promotora Aeronautica del Pacifico, S.A. de C.V. This sale remains subject to the approval of Mexican

Antitrust authorities. The pricing of the global offering is conditioned upon this approval. The Ministry of Communications and Transportation has approved the sale to Controladora Mexicana, including its role as AMP's Mexican partner pursuant to the privatization guidelines and the participation agreement relating to our privatization.

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

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. In addition, we prepare our consolidated financial statements in accordance with Mexican GAAP, which differ from U.S. GAAP in a number of respects. For example, we must incorporate the effects of inflation directly in our accounting records and published consolidated financial statements. 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 consolidated financial statements, the effects of inflation accounting under Mexican GAAP are not eliminated in such reconciliation in our annual consolidated financial statements. For this and other reasons, the presentation of Mexican GAAP consolidated financial statements and reported earnings may differ from that of U.S. companies in this and other important respects. Please see Note 22 to our audited year-end financial statements and Note 21 to our audited interim financial statements for the nine-month period ended September 30, 2005.

Risks Related to Mexico

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

Mexican domestic passengers in recent years have represented approximately two-thirds of the passenger traffic volume in our airports. In addition, all of our assets are located, and all of our operations are conducted, in Mexico. 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 Mexico, or by political, social and economic developments in Mexico.

Mexico has, particularly from 1982 to 1987, from December 1994 through 1995 and in 1998, experienced adverse economic conditions, including slow or negative economic growth and high levels of inflation. In addition, recent economic crises in Asia and Russia and recent financial turmoil in Argentina, Brazil, Venezuela and elsewhere produced greater volatility in the international financial markets, which further slowed Mexico's economic growth.

Mexico's GDP grew by 0.7% in 2002, 1.3% in 2003 and 4.4% in 2004. The annual rate of inflation, as measured by changes in the Mexican National Consumer Price Index, or the NCPI, was 5.7% for 2002, 4.0% for 2003 and 5.2% for 2004. Average interest rates on 28-day Mexican government treasury securities were 7.1% in 2002, 6.3% in 2003 and 6.8% in 2004. For the first nine months of 2005,

inflation in Mexico was 1.7%, interest rates on 28-day Mexican government treasury securities averaged 9.4% and the peso appreciated by 3.7% (in nominal terms) against the U.S. dollar.

If the Mexican economy falls into a recession or if inflation and interest rates increase significantly, our business, results of operations, prospects and financial condition could suffer material adverse consequences because, among other things, demand for transportation services may decrease. We cannot assure you 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 or fluctuation of the peso relative to the U.S. dollar could adversely affect our results of operations and 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. Any future depreciation of the peso could reduce our domestic passenger traffic volume, which may have a material adverse effect on our results of operations.

As of December 31, 2004 and September 30, 2005, we had no significant indebtedness. Although we currently intend to fund the investments required by our business strategy through cash flow from operations, we may incur dollar-denominated debt to finance all or a portion of these investments. A devaluation of the peso would increase the debt service cost of any dollar-denominated indebtedness that we may incur and result in foreign exchange losses.

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.

Devaluation or depreciation of the peso against the U.S. dollar may adversely affect the dollar value of an investment in the ADSs and the Series B shares, as well as the dollar value of any dividend or other distributions that we may make.

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

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

The national election held on July 2, 2000 ended 71 years of rule by the Institutional Revolutionary Party, or PRI, with the election of President Vicente Fox Quesada, a member of the National Action Party, or PAN, and resulted in the increased representation of opposition parties in the Mexican Congress and in mayoral and gubernatorial positions. No single party currently has a majority in the Congress or Senate. This shift in political power has transformed Mexico from a one-party state to a pluralist democracy. Multiparty rule is still relatively new in Mexico and could result in economic or political conditions that could materially and adversely affect our operations. The lack of a majority party in the legislature, the lack of alignment between the legislature and the president and any changes that result from the presidential and congressional election scheduled for July 2006 could result in instability or deadlock and prevent the timely implementation of economic reforms, which in turn could have a material adverse effect on the Mexican economy and on our business.

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

Claims have been asserted against us by the municipalities of Mexicali, Los Mochis, Tijuana and Aguascalientes for the payment of property taxes with respect to the real property on which we operate our airports in those cities, and similar claims may be asserted by other municipalities where we operate our airports. The claims in respect of the Los Mochis International Airport have been dismissed. In addition, in the case of Aguascalientes, although we have received a memorandum from the Aguascalientes Ministry of Finance stating that the Aguascalientes International Airport is exempt from property taxes, we continue to defend the claim in order to obtain a definitive judicial resolution, which we expect will be in our favor. We are also seeking the dismissal of remaining claims pending in Mexicali, Los Cabos and Tijuana. The total amount of the property-tax claims outstanding in each of Aguascalientes, Mexicali, Los Cabos and Tijuana are Ps. 2.6 million, Ps. 89 million, Ps. 12.2 million and Ps. 104.8 million, respectively, although any of these amounts could increase if the underlying claims are not resolved in our favor as a result of penalty and interest surcharges.

In Tijuana, the court has ordered the temporary encumbrance of certain of our assets, including our concession to operate the Tijuana International Airport, pending our deposit of a bond with the court as provisional security, in accordance with Mexican judicial procedures, pending the final resolution of the underlying claims. We intend to deposit a bond with the court as provisional security in place of our encumbered assets in the very near future, at which time we anticipate that the court will lift such encumbrances unconditionally. A court has also ordered the temporary encumbrance of a portion of the revenues from the parking garage that we operate at the Mexicali International Airport to guarantee the property-tax claims of the Mexicali municipal government. In the event of a decision in our favor in the annulment proceeding that we have initiated with respect to each of those claims, we expect to recover such encumbered revenues in full.

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. We believe that the Mexican government, as the owner of the real property upon which we operate our airports, would be responsible for paying these taxes directly if a court were to determine that these taxes must be paid in response to any future proceedings. Nonetheless, the Mexican government has indicated publicly that it may propose an amendment to the Mexican Constitution and other laws pursuant to which we could be liable to municipalities for property taxes in the future. If such a change were to occur, and any amounts owed were substantial, these tax liabilities could have a materially adverse effect on our financial condition or results of operations.

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

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

The General Office of Civil Aviation is responsible for establishing the official operating schedules of our airports. Outside of our airports' official hours of operation, we are permitted to double our airport charges for services that we provide. The General Office of Civil Aviation has issued a decree extending the official operating schedule of our Morelia International Airport and our Los Cabos International Airport to 24 hours per day. This decree deprives us of the ability to double our airport charges for off-hour services, and we have challenged the decree in court. See "Business—Legal Proceedings—Modification of the operating schedules of our Morelia International Airport and our

Los Cabos International Airport" for a more detailed discussion of this matter. There can be no assurance that we will be successful in avoiding this decree. In addition, there can be no assurance that other airports will not adopt similar decrees.

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 Mexico, 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 a sharp drop in Asian securities markets and economic crises in Russia, Brazil, Argentina and Venezuela.

In addition, in recent years, economic conditions in Mexico have become increasingly correlated to economic conditions in the United States. Therefore, adverse economic conditions in the United States could have a significant adverse effect on the Mexican economy. There can be no assurance that the market value of our securities will not be adversely affected by events elsewhere.

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

In 2004, 16.8% and 18.0% of the terminal passengers served by our airports arrived and departed, respectively, on international flights. In the first nine months of 2005, 18.7% and 21.0% of the terminal passengers served by our airports arrived and departed, respectively, on international flights. As is the case with other Mexican companies, our business is dependent on the condition of the U.S. economy, and is particularly influenced by trends in the United States relating to leisure travel, consumer spending and international tourism. Events and conditions affecting the U.S. economy will likely have a material adverse effect on our business, results of operations, prospects and financial condition.

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. An economic downturn in the United States may negatively affect our results of operations and a prolonged economic crisis in the United States would likely have a material adverse effect on our results of operations.

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

Under Mexican law, the protections afforded to minority shareholders are different from those afforded to minority shareholders in the United States. For example, because Mexican laws concerning fiduciary duties of directors are not as developed as U.S. laws, it is difficult for minority shareholders to bring an action against directors for breach of this duty as permitted 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 Mexico. 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.

Risks Related to the Global Offering

A public market for our Series B shares and our ADSs may not develop.

Prior to this global offering, there has been no public market for the ADSs or the Series B shares. We have applied to list the ADSs on the New York Stock Exchange under the symbol "PAC" and to list the Series B shares on the Mexican Stock Exchange under the symbol "GAP". We cannot predict

the extent to which investors will choose to take delivery of their Series B shares in the form of ADSs or Series B shares, or the extent to which investor interest in our ADSs and Series B shares will lead to the development of a trading market in Mexico, the United States or elsewhere. We also cannot predict the liquidity of any such market, should any such market develop. If the trading volume of our Series B shares or ADSs in any such market were below certain levels, our shares or ADSs could be delisted or deregistered in such market, further reducing the liquidity of our shares.

ADSs and Series B shares may trade at market prices below the initial public offering price. The initial public offering price for the ADSs and the Series B shares has been determined by negotiations among NAFIN, acting as the selling stockholder pursuant to the instructions of the Ministry of Communications and Transportation, and representatives of the underwriters, and may not be indicative of prices that will prevail in the trading market, should such market develop, following the completion of this offering.

Future sales of shares by the selling stockholder may depress the price of our Series B shares and ADSs.

We have 476,850,000 Series B shares outstanding. After this offering, the Series B shares sold in this offering will be freely tradable, without restriction, under the Securities Act, except for any shares purchased by our "affiliates", as defined in the Securities Act. Sales of substantial amounts of any remaining Series B shares may depress our stock price and, as a result, the price of our ADSs, and we cannot assure you that our stock price would recover from any such loss in value. The eligibility of these shares to be sold in the future is described in the table below:

Number of shares available for sale		Date of availability for sale of restricted Series B shares
0		At the date of this prospectus.
62,197,829		180 days after the date of this prospectus or afterwards.

The above table assumes the effectiveness of certain lock-up arrangements with the underwriters under which we and the selling stockholder have agreed not to issue, sell or otherwise dispose of shares. We cannot assure you that these lock-up arrangements will not be terminated prior to 180 days after the global offering without prior notice to you by the underwriters.

Our bylaws may discourage take-over attempts and depress the market for our Series B shares and ADSs.

Certain provisions of our bylaws could have the effect of delaying, deferring or preventing an acquisition of us. Such an acquisition could be favored by certain stockholders. For example, individual stockholders (or groups of related persons) may own no more than 10% of our outstanding Series B shares, unless holders of shares representing at least 85% of our capital stock agree to amend our bylaws to eliminate this provision, subject to the veto rights of AMP as holder of our Series BB shares. In addition, any person acquiring more than 35% of our voting stock, after having obtained the consent of the holders of such percentage, would be required to offer to purchase 100% of our capital stock, unless the holders of shares representing at least 95% of our capital stock agree to amend our bylaws to eliminate this provision. These provisions may reduce the interest of certain investors in our shares.

As a result of the lower level of liquidity and the higher level of volatility of the Mexican securities market, the market price of our Series B shares, and as a result, our ADSs, may experience extreme price and trading volume fluctuations.

The Mexican Stock Exchange is one of Latin America's largest exchanges in terms of market capitalization, but it remains relatively small, illiquid and volatile compared to other major world markets. Although the public participates in the trading of securities on the Mexican Stock Exchange, a substantial portion of such activity consists of transactions by or on behalf of institutional investors. These market characteristics may limit the ability of a holder of Series B shares to sell its shares and

may also adversely affect the market price of the Series B shares and, as a result, the market price of the ADSs. The trading volume for securities issued by emerging market companies tends to be lower than the trading volume of securities issued by companies in more developed countries.

You may not be entitled to participate in future preemptive rights offerings.

Under Mexican law, if we issue new shares for cash as part of a capital increase, we must grant our stockholders the right to purchase a sufficient number of shares to maintain their existing ownership percentage in our company. Rights to purchase shares in these circumstances are known as preemptive rights. We may not legally be permitted to allow holders of ADSs or holders of Series B shares in the United States to exercise any preemptive rights in any future capital increase unless: (i) we file a registration statement with the U.S. Securities and Exchange Commission, or the SEC, with respect to that future issuance of shares; or (ii) the offering qualifies for an exemption from the registration requirements of the Securities Act. At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement with the SEC and any other factors that we consider important to determine whether we will file such a registration statement.

We cannot assure you that we will file a registration statement with the SEC to allow holders of ADSs or holders of Series B shares in the United States to participate in a preemptive rights offering. In addition, under current Mexican law, sales by the depositary of preemptive rights and distribution of the proceeds from such sales to you, the ADS holders, is not possible. As a result, your equity interest in us may be diluted proportionately.

ADS holders may vote only through the depositary and are not entitled to attend shareholders' meetings.

Under the terms of the ADSs, you have a right to instruct the depositary, The Bank of New York, to vote the shares underlying our ADSs. If we request the depositary to ask for your instructions, the depositary will notify you of shareholders' meetings. Otherwise, you will not be able to exercise your right to vote unless you withdraw the Series B shares underlying the ADSs. We will use our best efforts to request that the depositary notify you of upcoming votes and ask for your instructions. However, you may not receive voting materials in time to ensure that you are able to instruct the depositary to vote your shares or otherwise learn of shareholders' meetings to withdraw your Series B shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send out your voting instructions on time or carry them out in the manner you have instructed. As a result, you may not be able to exercise your right to vote and you may lack recourse if the Series B shares underlying your ADSs are not voted as you requested.

In addition, Mexican law and our bylaws require shareholders to deposit their shares with our secretary or with a Mexican custodian or provide evidence of their status as shareholders in order to attend shareholders' meetings. ADS holders will not be able to meet this requirement and accordingly are not entitled to attend shareholders' meetings. ADS holders will also not be permitted to vote the Series B shares underlying the ADSs directly at a shareholders' meeting or to appoint a proxy to do so without withdrawing the Series B shares. Please see "Description of American Depositary Receipts" for further discussion regarding the deposit agreement and your voting rights.

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

We are organized under the laws of Mexico, and all of our directors, officers and controlling persons reside in either Mexico or Spain. In addition, substantially all of our assets and their assets are located in Mexico or Spain. 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 Mexico or to enforce judgments against us or them, including in any action based on civil liabilities under U.S. federal securities laws. There is doubt as to the enforceability in Mexico, whether in original actions or in actions to enforce judgments of U.S. courts or other courts outside of Mexico, of liabilities based solely on U.S. federal securities laws.

BUSINESS STRATEGY

We have a diversified airport portfolio and are therefore not dependent on any single airport. In addition, we have a well-established scheduled (as opposed to charter) route network. Our four principal airports (Guadalajara, Tijuana, Puerto Vallarta and Los Cabos) handled 12.9 million terminal passengers in 2004 and generated 76% of our revenue. We currently have excess runway capacity at all of our airports, except at Guadalajara and Los Cabos during peak periods. We expect to have excess runway capacity at Guadalajara and Los Cabos after the completion of scheduled improvements at those airports. In addition, each of our airports is within a three-hour drive of another of our airports, which provides for a contingency in the case of emergencies or accidents resulting in shutdowns at any of our airports. Our business strategy consists of further developing our airport portfolio by implementing the following four principal initiatives:

Grow our Passenger and Cargo Volumes

Passenger and cargo volumes are the main revenue drivers of our business. Our primary objective is therefore to increase the growth of these volumes at our airports.

Our airports handled approximately 17.5 million and 14.3 million terminal passengers in 2004 and the first nine months of 2005, respectively, which we believe makes us the largest private airport operator in the Americas. In 2004, we managed six of the ten busiest airports in Mexico, and our two largest airports, Guadalajara and Tijuana, served the second and fifth largest cities in Mexico. Traffic volumes at our airports benefit from Mexico being the world's eighth largest tourist destination based on number of visitors in 2004. In addition, Mexico has a population of approximately 106 million, the largest economy in Latin America in terms of GDP, and a largely undeveloped long-distance road and rail network. These characteristics provide an attractive base for sustained air traffic growth.

We intend to further increase passenger and cargo traffic volumes at our airports by means of:

•: Airport marketing and Route Development. We continue to cooperate with airline customers, travel agents and international tourism agencies to develop our route network. We have added twelve new routes across five of our airports in the last two and a half years that represent approximately an additional 250,000 passengers in aggregate.
•: Benefits from the new U.S. bilateral agreement. Mexico and the United States have recently concluded negotiations to enter into 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 Mexico, including our airports in Manzanillo, Puerto Vallarta and Los Cabos. The amended bilateral agreement will enter into effect once all necessary government approvals have been obtained. 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 Guadalajara. This subsequent increase is expected to take effect in October 2007. We believe that our business will benefit from an increase in flights to and from four of our airports as a result of the amended bilateral aviation agreement.
•: New low-cost carriers. In 2005, the Mexican government awarded four new domestic airlines licenses to new low-cost carriers, one of which (A Volar) is based in our Tijuana International Airport. These carriers have recently announced a total of 11 new routes serving our airports, which we anticipate will increase our domestic passenger traffic. We are in active discussions with these low-cost carriers to add further routes at our airports.
•: Agreement regarding Mexico City congestion. The Mexican Government has promoted, jointly with Mexico's main airport groups, a plan to reduce passenger and aircraft congestion at Mexico City International Airport, which involves the use of alternative airports, including our Guadalajara

International Airport, as air transportation hubs for passengers transferring to other final destinations. In 2003, we negotiated a three-year agreement with the Mexican government to participate in this plan. As part of the plan, the Mexican government offers airlines financial incentives for the development of new connecting routes using the four alternate airports serving Mexico City's greater metropolitan area (Puebla, Toluca, Queretaro and Cuernavaca), and for the development of new routes between each of these four airports and other Mexican airports, including our 12 airports. We believe that this government initiative will benefit our airports in the long run and we continue to collaborate with Mexican airlines to develop routes between our airports and the four alternative airports in the greater-Mexico City metropolitan area.

In order to achieve these objectives, we analyze seasonal variations and other trends in our operations, as well as our airline customers and the markets that they serve. Based on these analyses and after taking into account the individual circumstances of our airports, we identify opportunities to increase medium- and long-term traffic at each airport. There can be no assurance that any of these developments will increase our passenger traffic.

Increase our Commercial Revenue

Our non-aeronautical revenues are not subject to price regulation under our maximum rates. When we assumed control of our airports, revenues from non-aeronautical services generally represented less than 12% of our total revenues, which we believe is well below the level of leading privatized airports. We believe that commercial revenues often represent greater than 40% of the consolidated revenues of many leading privatized airports. During the last few years, we have implemented a strategy based primarily on the expansion of our commercial areas, the improvement of the terms of our commercial contracts, the recovery of long-term leases to operate certain of the commercial areas in our airports and the improvement of passenger access to retail and duty-free stores. This strategy includes the following initiatives:

Commercial Activities

•: Renegotiation of contracts. We continue to improve 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. We estimate that less that 5% of our contracts in effect in 2001 provided for royalty-based fees. We estimate that approximately 60% of our agreements for the lease of commercial space representing approximately 88% of our current commercial revenue are suitable for royalty-based leasing arrangements, based on the nature of our tenants' operations. At September 30, 2005, the substantial majority of that eligible portion consisted of royalty-based leasing arrangements, and revenues under those agreements accounted for approximately 64% of our total commercial revenues. We intend to continue to improve our lease terms and bring them in line with market standards.
•: Expanding the space available in our airport terminals allocated to commercial activities. In order to increase our revenues from commercial activities, we have expanded and redesigned the layout of certain terminals in our airports to include more commercial businesses and to redirect the flow of passengers through our airports so as to increase their exposure to those commercial businesses. At September 30, 2005, we controlled approximately 15,000 square meters of commercial space in our terminals, representing a 187% increase since December 31, 2001. Between 2006 and 2009, we expect to develop approximately 3,150 additional square meters of commercial space, representing an increase of approximately 21%, as compared to our existing space.
•: Recovering the right to operate the most lucrative commercial spaces at our principal airports. In recent years we have recovered several significant leases previously held by third parties that

managed commercial areas in our terminals and received substantially all revenues from the operations in those areas. We now manage several of those areas directly, including the commercial space at our Los Cabos, Tijuana, Puerto Vallarta and Guadalajara International Airports. The only two remaining commercial areas at our airports that we do not directly manage are the hotel at our Guadalajara International Airport and the parking facility at our Tijuana International Airport.

•: Improve the quality of commercial business in our airports. A handful of commercial tenants currently operating in our terminals consist of small local businesses offering goods and services of limited variety and for which demand is relatively low. We plan to lease space currently occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality of commercial goods and services available to our passengers. We believe this improved offering may increase our per-passenger commercial revenues, improve the quality of commercial goods and services available to our passengers and strengthen our commercial business brand.

In part as a result of the implementation of the strategies described above, our non-aeronautical revenues per terminal passenger (excluding recovery of costs) nearly doubled from Ps. 12.9 in 2002 to Ps. 24.6 in the first nine months of 2005 (or to Ps. 23.2 in the first nine months of 2005, excluding a one-time fee paid by one of the time-share marketing and sales operators at our Los Cabos International Airport).

Car Parking

Revenue from car parking is our most significant source of non-aeronautical revenues. Since 2001, we have assumed the operation of the car parking facilities at all of our airports except our Tijuana International Airport. We have completed the process of modernizing these facilities to maximize revenues through various initiatives, including the addition of barriers at all entry and exit points and by the adoption of competitive fees at these facilities.

Occupancy at our Guadalajara International Airport car parking facility is currently approximately 95% during peak hours, as compared to approximately 60% on average at our other airports. We intend to develop a new car parking facility in Guadalajara International Airport with an additional 250 spaces (a 20% increase) by 2007.

As a result of the implementation of these strategies to date, our revenues from car parking per terminal passenger have more than doubled from Ps. 2.4 per terminal passenger in 2002 to Ps. 5.0 per terminal passenger in the first nine months of 2005

Advertising

Due to the volume of people who pass through our airports, our facilities provide an attractive space for advertising. We have signed a nine-year agreement with an advertising agency covering all our airports, which became effective in May 2003. As we expand our airport facilities, we expect to use this additional space for additional advertising.

As a result of the implementation of these strategies to date, our revenues from advertising contracts have increased from Ps. 5.2 million in 2002 to Ps. 17.8 million in the first nine months of 2005.

Improve our Quality of Service and Customer Focus

Passenger safety, comfort and efficient processing through our facilities are essential to our business success. As a result, we aim to provide facilities that are attractive, safe and functional. We carry out semi-annual passenger surveys to monitor passenger satisfaction with our facilities. The

initiatives we have implemented include our increasing the number of air bridges at our airports from eight in 1999 to 24 currently to improve passenger comfort and convenience. In addition, in July 2003, we entered into the first agreement with our principal airline customers establishing specific contractual terms for individual aeronautical prices and payment terms. In March 2005, we entered into a second agreement with these customers that will remain in effect through December 31, 2006.

We have implemented International Quality Standard ISO 9001:2000 at all of our airports. We believe that we are the first airport operator in Mexico to be completely compliant with this standard.

In terms of safety standards, we are compliant with Mexican Bureau of Civil Aviation regulations and U.S. Federal Aviation Agency regulations.

In terms of environmental protection, ten of our airports have received environmental compliance certificates certifying compliance with the standards of the Federal Office for the Protection of the Environment, and we expect that our remaining two airports will receive such certificates during the first quarter of 2006.

In addition, the Mexican government recently established new standards for the installation and maintenance of handicap facilities at Mexican airports. In February 2005 the Mexican government confirmed that we have complied with these standards at all of our airports, making us the first airport operator in Mexico to obtain this confirmation in respect of all of our airports. In December 2004, the Mexican government established several additional requirements with which we must comply on or prior to December 31, 2006.

Improve our Financial Performance

We gain significant management expertise from AMP, whose shareholders include AENA (one of the world's largest airport operators based on number of airports under management), ACS Dragados (one of the world's largest concession management companies) and Grupo Union FENOSA (a Spanish energy company with a strong international presence). The terms of our technical assistance agreement with AMP provide it with significant incentives to improve our financial performance.

Our regulatory system creates incentives for us to continually improve our efficiency and, because the system is dual-till, our commercial activities are not subject to price regulation and therefore we can increase the profitability of these activities as we implement our business strategy of increasing our commercial revenues.

USE OF PROCEEDS

We will not receive any proceeds from this offering. The net proceeds from the sale of the ADSs and the Series B shares sold in this global offering are payable to the selling stockholder. The Mexican government will in turn receive the proceeds from the selling stockholder, to be used as determined by the Mexican government.

CAPITALIZATION

The following table sets forth our capitalization as of September 30, 2005. This information should be read in conjunction with the financial statements appearing elsewhere in this prospectus.

There will be no change in our capitalization as a result of this global offering.

		As of September 30, 2005
		Mexican GAAP				U.S. GAAP
		Mexican pesos		U.S. dollars ⁽¹⁾		Mexican pesos		U.S. dollars ⁽¹⁾
		(in thousands)
Cash and temporary investments		Ps.	868,771	U.S.$	80,509	Ps.	807,724	U.S.$	74,852
Indebtedness			227,256		21,061		264,430		24,505
Stockholders' equity:
	Common stock		22,197,717		2,057,058		3,055,543		283,157
	Retained earnings		1,241,600		115,059		7,924,435		734,356
	Legal reserve		115,553		10,708		115,553		10,708
	Total stockholders' equity ⁽²⁾		23,554,870		2,182,825		11,095,531		1,028,221

⁽¹⁾: Pesos have been converted into U.S. dollars for your convenience at the rate of Ps. 10.791 per U.S. dollar, the Federal Reserve noon buying rate at September 30, 2005.
⁽²⁾: Total stockholders' equity under Mexican GAAP reflects the value assigned to our concessions under Mexican GAAP. Under U.S. GAAP, no value has been assigned to our concessions.

DILUTION

On September 30, 2005, we had a net tangible book value under Mexican GAAP of Ps. 11.73 per share, or Ps. 117.26 per ADS (U.S. $10.87 per ADS at an exchange rate of Ps. 10.791 per U.S. dollar) based on the ratio of 10 Series B shares per ADS. Net tangible book value per ADS is determined by dividing tangible assets (defined as total assets less the value of airport concessions and other assets) less total liabilities by the total number of shares outstanding and adjusting for the ratio of shares per ADS. Dilution, for this purpose, represents the difference between the price per ADS paid by purchasers in the global offering and net tangible book value per ADS on September 30, 2005. The following table illustrates the dilution in net tangible book value per ADS to purchasers of ADSs in the global offering:

		U.S.$
Assumed public offering price per ADS		19.00
	Net tangible book value per ADS before global offering	10.87
	Increase per ADS attributable to ADSs offered hereby	—
	Pro forma net tangible book value per ADS after global offering	10.87
Dilution to purchasers of ADSs in global offering		8.13

A U.S.$1.00 increase (decrease) in the assumed initial public offering price of U.S.$19.00 per ADS would increase (decrease) the dilution in the net tangible book value to investors in this offering by U.S.$1.00 per ADS.

MARKET INFORMATION

Prior to this global offering, there has been no public market for the ADSs or the Series B shares in the United States, Mexico or elsewhere. We have applied to list the ADSs on the New York Stock Exchange under the symbol "PAC" and to list the Series B shares on the Mexican Stock Exchange under the symbol "GAP".

We cannot predict the extent to which investors will choose to take delivery of their Series B shares in the form of ADSs as compared to Series B shares, or the extent to which investor interest in our ADSs and Series B shares will lead to the development of a trading market in Mexico, the United States or elsewhere. We also cannot predict the liquidity of any such market, should any such market develop. If the trading volume of our Series B shares or ADSs in any such market were to be below certain levels, our Series B shares or ADSs may be delisted or deregistered in such market.

Trading on the Mexican Stock Exchange

Overview

The Mexican Stock Exchange, located in Mexico City, is the only stock exchange in Mexico. Operating continuously since 1907, the Mexican Stock Exchange is organized as a corporation ( sociedad anonima de capital variable ). Securities trading on the Mexican Stock Exchange occurs each business day from 8:30 a.m. to 3:00 p.m., Mexico City time.

Since January 1999, all trading on the Mexican Stock Exchange has been effected electronically. The Mexican Stock Exchange may impose a number of measures to promote an orderly and transparent trading price of securities, including the operation of a system of automatic suspension of trading in shares of a particular issuer when price fluctuation exceeds certain limits. The Mexican Stock Exchange may also suspend trading in shares of a particular issuer as a result of:

•: non-disclosure of material events; or

•: changes in the offer or demand, volume traded, or prevailing share price that are inconsistent with the shares' historical performance and cannot be explained through publicly available information.

The Mexican Stock Exchange may reinstate trading in suspended shares when it deems that the material events have been adequately disclosed to public investors or when it deems that the issuer has adequately explained the reasons for the changes in offer and demand, volume traded, or prevailing share price. Under current regulations, the Mexican Stock Exchange may consider the measures adopted by the other stock exchanges in order to suspend and/or resume trading in an issuer's shares in cases where the relevant securities are simultaneously traded on a stock exchange outside of Mexico.

Settlement on the Mexican Stock Exchange is effected two business days after a share transaction. Deferred settlement is not permitted without the approval of the Mexican National Banking and Securities Commission, even where mutually agreed. Most securities traded on the Mexican Stock Exchange are on deposit with the S.D. Indeval, S.A. de C.V . Institucion para el Deposito de Valores , or INDEVAL, a privately owned securities depositary that acts as a clearinghouse, depositary, and custodian, as well as a settlement, transfer, and registration agent for Mexican Stock Exchange transactions, eliminating the need for physical transfer of securities.

Although the Mexican Securities Market Law ( Ley del Mercado de Valores ) provides for the existence of an over-the-counter market, no such market for securities in Mexico has developed.

Market Regulation and Registration Standards

In 1925, the Mexican National Banking Commission ( Comision Nacional Bancaria ) was established to regulate banking activity and, in 1946, the Mexican Securities Commission ( Comision Nacional de Valores ) was established to regulate stock market activity. In 1995, these two entities were merged to form the Mexican National Banking and Securities Commission. The Mexican Securities Market Law, which took effect in 1975, introduced important structural changes to the Mexican financial system, including the organization of brokerage firms as corporations ( sociedades anonimas ) . The Mexican Securities Market Law sets standards for authorizing companies to operate as brokerage firms, which authorization is granted at the discretion of the Mexican Ministry of Finance and Public Credit ( Secretaria de Hacienda y Credito Publico ) , upon the recommendation of the Mexican National Banking and Securities Commission. In addition to setting standards for brokerage firms, the Mexican Securities Market Law authorizes the Mexican National Banking and Securities Commission, among other things, to regulate the public offering and trading of securities and to impose sanctions for the illegal use of insider information and other violations of the Mexican Securities Market Law. The Mexican National Banking and Securities Commission regulates the Mexican securities market, the Mexican Stock Exchange, and brokerage firms through a board of governors composed of thirteen members.

As of June 1, 2001, the Mexican Securities Market Law requires issuers to increase the protections offered to minority shareholders and to bring corporate governance practices more in line with international standards. Please see "Risk Factors—Risks Related to Mexico—Minority stockholders may be less able to enforce their rights against us, our directors, or our controlling shareholders in Mexico."

The Mexican Securities Market Law also contains specific regulations regarding insider trading that require all persons with information deemed privileged to abstain from trading and also require the issuer make the relevant information public.

To offer securities to the public in Mexico, an issuer must meet specific qualitative and quantitative requirements. In addition, only securities that have been registered with the Mexican National Securities Registry pursuant to Mexican National Banking and Securities Commission approval may be listed on the Mexican Stock Exchange. The Mexican National Banking and Securities Commission's

approval for registration does not imply any kind of certification or assurance related to the investment quality of the securities, the solvency of the issuer, or the accuracy or completeness of any information delivered to the Mexican National Banking and Securities Commission or contained in this prospectus.

In March 2003, the Mexican National Banking and Securities Commission issued certain general regulations applicable to issuers and other securities market participants. The general regulations, which repealed several previously enacted Mexican National Banking and Securities Commission regulations ( circulares ) , now provide a consolidated set of rules governing issuers and issuer activity, among other things.

The general regulations state that the Mexican Stock Exchange must adopt minimum requirements for issuers to list their securities in Mexico. These requirements relate to matters such as operating history, financial and capital structure, and distribution. The general regulations also state that the Mexican Stock Exchange must implement minimum requirements for issuers to maintain their listing in Mexico. These requirements relate to matters such as financial condition, trading minimums, and capital structure, among others. The Mexican National Banking and Securities Commission may waive some of these requirements in certain circumstances. In addition, some of the requirements are applicable for each series of shares of the relevant issuer.

The Mexican Stock Exchange may review compliance with the foregoing requirements and other requirements at any time, but will normally do so on an annual, semi-annual, and quarterly basis. The Mexican Stock Exchange must inform the Mexican National Banking and Securities Commission of the results of its review, and this information must, in turn, be disclosed to investors. If an issuer fails to comply with any of the foregoing requirements, the Mexican Stock Exchange will request that the issuer propose a plan to cure the violation. If the issuer fails to propose a plan, if the plan is not satisfactory to the Mexican Stock Exchange, or if an issuer does not make substantial progress with respect to the corrective measures, trading of the relevant series of shares on the Mexican Stock Exchange will be temporarily suspended. In addition, if an issuer fails to propose a plan or ceases to follow the plan once proposed, the Mexican National Banking and Securities Commission may suspend or cancel the registration of the shares, in which case the majority shareholder or any controlling group must carry out a tender offer to acquire 100% of the outstanding shares of the issuer in accordance with the tender offer rules discussed below.

Issuers of listed securities are required to file unaudited quarterly financial statements and audited annual financial statements as well as various periodic reports with the Mexican National Banking and Securities Commission and the Mexican Stock Exchange. Mexican issuers must file the following reports with the Mexican National Banking and Securities Commission:

•: an annual report prepared in accordance with Mexican National Banking and Securities Commission regulations, by no later than June 30 of each year;
•: quarterly reports, within 20 Mexican business days following the end of each of the first three quarters and 40 Mexican business days following the end of the fourth quarter; and
•: current reports promptly upon the occurrence of material events.

Pursuant to the Mexican National Banking and Securities Commission's general regulations, the internal rules of the Mexican Stock Exchange were amended to implement an automated electronic information transfer system, or SEDI ( Sistema Electronico de Envio y Difusion de Informacion ), for information required to be filed with the Mexican Stock Exchange. Issuers of listed securities must prepare and disclose their financial information via a Mexican Exchange-approved electronic financial information system, or SIFIC ( Sistema de Informacion Financiera Computarizada ). Immediately upon its receipt, the Mexican Stock Exchange makes financial information prepared via SIFIC available to the public.

The Mexican National Banking and Securities Commission's general regulations and the rules of the Mexican Stock Exchange require issuers of listed securities to file information through SEDI that relates to any act, event, or circumstance that could influence issuers' share price. If listed securities experience unusual price volatility, the Mexican Stock Exchange must immediately request that an issuer inform the public as to the causes of the volatility or, if the issuer is unaware of the causes, that an issuer make a statement to that effect. In addition, the Mexican Stock Exchange must immediately request that issuers disclose any information relating to relevant material events, when it deems the information currently disclosed to be insufficient, as well as instruct issuers to clarify the information when necessary. The Mexican Stock Exchange may request that issuers confirm or deny any material events that have been disclosed to the public by third parties when it deems that the material event may affect or influence the securities being traded. The Mexican Stock Exchange must immediately inform the Mexican National Banking and Securities Commission of any such requests. In addition, the Mexican National Banking and Securities Commission may also make any of these requests directly to issuers. An issuer may defer the disclosure of material events under some circumstances, as long as:

•: the issuer implements adequate confidentiality measures;
•: the information is related to incomplete transactions;
•: there is no misleading public information relating to the material event; and
•: no unusual price or volume fluctuation occurs.

The Mexican National Banking and Securities Commission and the Mexican Stock Exchange may suspend trading in an issuer's securities:

•: if the issuer does not disclose a material event; or
•: upon price or volume volatility or changes in the offer or demand in respect of the relevant securities that are not consistent with the historic performance of the securities and cannot be explained solely through information made publicly available pursuant to the Mexican National Banking and Securities Commission's general regulations.

The Mexican Stock Exchange must immediately inform the Mexican National Banking and Securities Commission and the general public of any such suspension. An issuer may request that the Mexican National Banking and Securities Commission or the Mexican Stock Exchange resume trading, provided it demonstrates that the causes triggering the suspension have been resolved and that it is in full compliance with the periodic reporting requirements under applicable law. If an issuer's request has been granted, the Mexican Stock Exchange will determine the appropriate mechanism to resume trading. If trading in an issuer's securities is suspended for more than 20 business days and the issuer is authorized to resume trading without conducting a public offering, the issuer must disclose via SEDI a description of the causes that resulted in the suspension and the reasons why it is now authorized to resume trading before trading may resume.

Similarly, if an issuer's securities are traded on both the Mexican Stock Exchange and a foreign securities exchange, the issuer must simultaneously file the information that it is required to file pursuant to the laws and regulations of the foreign jurisdiction with the Mexican National Banking and Securities Commission and the Mexican Stock Exchange.

Pursuant to the Mexican Securities Market Law, the following persons must inform the Mexican National Banking and Securities Commission of any transactions undertaken with securities of a listed issuer:

•: members of a listed issuer's board of directors;
•: shareholders controlling 10% or more of a listed issuer's outstanding share capital;

•: advisors;
•: groups controlling 25% or more of a listed issuer's outstanding share capital; and
•: other insiders.

In addition, insiders must abstain from purchasing or selling securities of the issuer within 90 days from the last sale or purchase, respectively. Stockholders of issuers listed on the Mexican Stock Exchange must notify the Mexican National Banking and Securities Commission before effecting transactions outside of the Mexican Stock Exchange that result in a transfer of 10% or more of an issuer's share capital. Transferring shareholders must also inform the Mexican National Banking and Securities Commission of the effect of the transactions within three days following their completion, or, alternatively, that the transactions have not been consummated. The Mexican National Banking and Securities Commission will notify the Mexican Stock Exchange of these transactions on a no-name basis. In addition, the Mexican Securities Market Law provides that the Mexican National Banking and Securities Commission may require purchasers that are or become insiders to effect the transactions through a tender offer, as well as the minimum and maximum percentages of share capital that may be purchased through any such tender offer.

The Mexican National Banking and Securities Commission has issued general regulations to control public tender offers and share acquisitions above certain thresholds, as well as public company share acquisitions by related parties. Subject to certain exceptions, any acquisition of a public company's shares that results in the acquiror owning 10% or more, but less than 30%, of an issuer's outstanding share capital must be publicly disclosed to the Mexican National Banking and Securities Commission and the Mexican Stock Exchange by no later than the business day following the acquisition. Any acquisition by an insider that results in the insider holding an additional 5% or more of a public company's outstanding share capital must also be publicly disclosed to the Mexican National Banking and Securities Commission and the Mexican Stock Exchange no later than the business day following the acquisition. Some insiders must also notify the Mexican National Banking and Securities Commission of share purchases or sales that occur within a three-month or five-day term and that exceed certain value thresholds.

Any intended acquisition (whether by transfer of shares, merger or capital increase) of a public company's voting shares (or securities convertible into voting shares) that results in the acquiror owning 30% or more, but less than 50%, of a company's voting shares requires the potential acquiror to make a tender offer for (a) the greater of the percentage of the share capital intended to be acquired or (b) 10% of the company's outstanding share capital stock. Finally, any intended acquisition of a public company's shares that results in the acquiror owning more than 50% of a company's voting shares requires the potential acquiror to make a tender offer for 100% of the company's outstanding share capital. This offer must be made at the same price for all tendering shareholders and classes of shares and remain open for no less than 15 business days. The board of directors and, in certain cases, audit committee must approve any tender offer resulting in a change of control, which approval must take minority shareholder rights into account.

Notwithstanding the general rule described above, in the event that our bylaws were amended to eliminate the share ownership restrictions described in "Description of Capital Stock—Stockholder Ownership Restrictions and Antitakeover Protection," any stockholder seeking to acquire "control" of us (as defined in "Description of Capital Stock—Stockholder Ownership Restrictions and Antitakeover Protection") would be required to obtain the consent of the board of directors prior to acquiring shares in excess of the amount permitted to be acquired prior to any such amendment. Any such consent granted by the board of directors would be conditioned on a tender offer being conducted within 30 days of such consent by the person acquiring "control." See "Description of Capital Stock—Stockholder Ownership Restrictions and Antitakeover Protection."

In addition, the Mexican Securities Market Law requires shareholders holding 10% or more of a listed issuer's share capital to notify the Mexican National Banking and Securities Commission of any share transfer.

Mexican Securities Market Law

The Mexican legislature amended the Mexican Securities Market Law effective June 2, 2001. The amendments provide, among others, that:

•: issuers must have a board of directors with at least 5 and not more than 20 members and alternates, of which 25% must qualify as "independent directors" under Mexican law;
•: issuers' boards of directors must approve related party transactions and material asset transactions;
•: issuers must appoint and maintain an audit committee (the majority of the members of which, including the chairman, must be independent directors); and
•: issuers must provide additional protections for minority shareholders.

The Mexican Securities Market Law permits issuers to include anti-takeover defenses in their bylaws, provided that the bylaws also include specified minority rights and protections, among other things.

The Mexican Securities Market Law does not permit issuers to implement mechanisms for common shares and limited or non-voting shares to be jointly traded or offered to public investors, unless the limited or non-voting shares are convertible into common shares within a term of up to five years, or when as a result of the nationality of a given holder, the shares or the securities representing the shares limit the right to vote in order to comply with applicable foreign investment regulations. In addition, the aggregate amount of shares with limited or non-voting rights may not exceed 25% of the aggregate amount of publicly held shares. The Mexican National Banking and Securities Commission may extend this 25% limit up to an additional 25%, provided that the limited or non-voting rights shares in excess of 25% and up to 50% of the aggregate amount of publicly held shares are convertible into common shares within five years of their initial public trading.

On December 30, 2005, Mexico's Federal Congress enacted a new federal statute that, upon its effectiveness 180 days from its enactment, will amend and restate the existing Mexican Securities Market Law in its entirety. The new Mexican Securities Market Law enhances disclosure requirements and corporate governance standards for Mexican listed companies through the refinement of existing concepts (such as the functions, duties and liabilities of management, directors and audit committees) and the introduction of new concepts, such as corporate practices committees (comprised, in the case of companies such as us, of independent directors), institutional investors and safe harbors from public offering requirements. The new law also provides minority shareholders of Mexican listed companies with improved information rights and legal remedies. In order to comply with the new legal regime applicable to and governing public issuers in Mexico upon the effectiveness of the new Mexican Securities Law, we will be required to amend our by-laws, modify our audit committee to consist exclusively of independent board members and form a corporate practices committee.

DIVIDEND POLICY

The declaration, amount and payment of dividends are determined by a majority vote of our stockholders present at a stockholders' meeting and generally, but not necessarily, on the recommendation of the board of directors. So long as the Series BB shares represent at least 7.65% of our outstanding capital stock, the declaration and payment of dividends will require the approval of the holders of a majority of the Series BB shares.

Mexican law requires that at least 5% of a company's net income each year (after profit sharing and other deductions required by Mexican law) be allocated to a legal reserve fund until such fund reaches an amount equal to at least 20% of its capital stock from time to time (without adjustment for inflation). Our legal reserve fund was Ps. 115.6 million at September 30, 2005 (excluding reserve amounts corresponding to 2005 net income).

Mexican companies may pay dividends only out of earnings (including retained earnings after all losses have been absorbed or paid up) and only after such allocation to the legal reserve fund. The reserve fund is required to be funded on a stand-alone basis for each company, rather than on a consolidated basis. The level of earnings available for the payment of dividends is determined under Mexican GAAP. Our subsidiaries are required to allocate earnings to their respective legal reserve funds prior to paying dividends to Grupo Aeroportuario del Pacifico, S.A. de C.V. We are also required to allocate earnings to our legal reserve fund prior to distributing any dividend payments to our shareholders.

Dividends paid to resident and non-resident holders with respect to our Series B shares and ADSs are currently not subject to Mexican withholding tax. Dividends that are paid from a company's distributable earnings that have not been subject to corporate income tax will be subject to a corporate-level dividend tax (retained against cumulative net income and payable by us) calculated on a gross-up basis by applying a factor of 1.5385 in 2002, 1.5152 in 2003, 1.4925 in 2004, 1.4286 in 2005, 1.4085 in 2006 and 1.3889 thereafter. Corporate tax rates of 35% in 2002, 34% in 2003, 33% in 2004, 30% in 2005, 29% in 2006 and 28% thereafter are applied to the result. This corporate-level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date in which the dividend was paid. In the case of dividends paid in 2002 by the subsidiaries to the holding company, the credit would be applicable against the Mexican corporate income tax of the following three fiscal years, based on the income tax law applicable in 2002. 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.

Distributions made by us to our shareholders other than as dividends (in the manner described above), including capital reductions, amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions will vary depending on the nature of the distributions.

We paid aggregate dividends of Ps. 269.9 million in 2003, Ps. 283.8 million in 2004 and Ps. 1.04 billion (constant pesos) in 2005. We did not make any dividend payments in 2002.

Our shareholders adopted a new dividend policy at the general extraordinary shareholders meeting held on April 15, 2005. Under the policy our annual dividend is expected to consist of two components. The first component is a fixed amount, which is expected to be Ps. 450 million for 2005 (for the dividend expected to be paid in 2006) and is expected to increase gradually in future years. Second, the dividend policy contemplates that our annual dividend would include any cash and temporary investments we hold (as reflected in our balance sheet as of the month-end prior to the dividend payment, after deducting the fixed component) in excess of our "minimum cash balance." For purposes

of our policy, the "minimum cash balance" is the amount of cash and temporary investments that our board of directors determines is necessary to cover the minimum amount of expenses and investments expected to be incurred in the fiscal year during which the dividend payment is made and the subsequent fiscal year. Dividends are expected to be payable in cash and in one or more payments as determined in the relevant general ordinary shareholders meeting approving dividends.

The declaration, amount and payment of dividends pursuant to the policy described above are subject to (i) compliance with applicable law regarding the declaration and payment of dividends with respect to any year including the establishment of the statutory legal reserve fund, and (ii) the absence of any adverse effect on our business plan for the current or subsequent fiscal year as a result of the payment of any dividend. We cannot assure you that we will continue to pay dividends or that future dividends will be comparable to our previous dividends. Our ability to pay dividends may be restricted under a credit agreement with Scotiabank Inverlat, S.A., to which several of our operating subsidiaries are parties. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources." Our dividend policy may also be amended at any time by our shareholders.

As of December 31, 2004, we had accumulated approximately Ps. 1,212.9 million of distributable earnings that have been subject to the corporate income tax and that could be declared at the relevant shareholders' meeting and paid to shareholders free of the corporate level dividend tax. As of September 30, 2005, we had accumulated Ps. 253.2 million of such distributable earnings.

We will declare any dividends in pesos. In the case of Series B shares represented by ADSs, the cash dividends will be 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. For a more detailed discussion, see "Description of American Depositary Receipts."

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following tables present our summary consolidated financial information for each of the periods indicated. This information should be read in conjunction with, and is qualified in its entirety by reference to, our financial statements, including the notes thereto, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. Our financial statements are prepared in accordance with Mexican GAAP, which differs in certain significant respects from U.S. GAAP. Note 22 to our audited year-end financial statements and Note 21 to our audited interim financial statements for the nine-month period ended September 30, 2005 provide 1) a summary of the principal differences between Mexican GAAP and U.S. GAAP as they relate to our business; 2) a reconciliation to U.S. GAAP of net income and stockholders' equity; and 3) condensed financial statements under U.S. GAAP and additional U.S. GAAP disclosure information.

Mexican GAAP provides for the recognition of certain effects of inflation by restating non-monetary assets and non-monetary liabilities using the Mexican National Consumer Price Index, restating the components of stockholders' equity using the Mexican National Consumer Price Index and recording gains or losses in purchasing power from holding monetary liabilities or assets. Mexican GAAP also requires the restatement of all financial statements to constant Mexican pesos as of the date of the most recent balance sheet presented. Our audited financial statements for the years ended December 31, 2004, 2003 and 2002 and all other financial information contained herein with respect to the years ended December 31, 2004, 2003, 2002, 2001 and 2000 are accordingly presented in constant pesos with purchasing power as of December 31, 2004, unless otherwise noted. Our audited interim financial statements for the nine-month period ended September 30, 2005, which include comparative unaudited financial information for the nine-month period ended September 30, 2004, and all other financial information presented herein, with respect to the nine-month periods ended September 30, 2005 and 2004 are presented in constant pesos with purchasing power as of September 30, 2005. The difference in the purchasing power of the peso at December 31, 2004 as compared to the purchasing power of the peso at September 30, 2005 was 1.7%, which we do not consider to be material or to materially affect our financial results as presented herein. Our results of operations for the nine-month period ended September 30, 2005 are not necessarily indicative of our expected results of operations for the year ended December 31, 2005 and should not be construed as such.

				Year ended December 31,																		Nine months ended September 30,
				2000			2001			2002			2003			2004			2004			2004			2005			2005
				(thousands of pesos) ⁽¹⁾															(thousands of dollars) ⁽²⁾			(thousands of pesos) ⁽¹⁾						(thousands of dollars) ⁽²⁾
Statement of income data:
Mexican GAAP:
Revenues:
	Aeronautical services ⁽³⁾				Ps.1,574,587			Ps.1,607,228			Ps.1,524,331			Ps.1,631,208			Ps.1,805,263		U.S.$	167,293			Ps.1,373,621			Ps.1,557,283		U.S.$	144,314
	Non-aeronautical services ⁽⁴⁾				140,355			175,118			196,992			288,895			385,110			35,688			280,050			352,202			32,638
		Total revenues			1,714,942			1,782,346			1,721,323			1,920,103			2,190,373			202,981			1,653,671			1,909,485			176,952
Operating costs:
	Cost of services: ⁽⁵⁾
		Employee costs			N/A			254,683			254,166			257,733			266,934			24,737			204,839			209,192			19,386
		Maintenance			N/A			117,187			98,409			94,550			101,386			9,395			71,179			73,478			6,809
		Safety, security & insurance			N/A			57,226			68,785			76,385			84,040			7,788			63,558			64,085			5,939
		Utilities			N/A			48,723			49,107			53,454			61,832			5,730			44,326			48,968			4,538
		Other			N/A			88,672			57,019			79,440			95,702			8,869			83,897			62,147			5,759
			Total cost of services		549,164			566,491			527,486			561,562			609,894			56,519			467,799			457,870			42,431
	Technical assistance fees ⁽⁶⁾				79,623			78,732			57,027			64,522			75,537			7,000			56,103			68,386			6,337
	Government concession fees ⁽⁷⁾				83,381			88,127			84,908			95,245			108,788			10,081			82,099			94,875			8,792
	Depreciation and amortization:
		Depreciation ⁽⁸⁾			21,041			41,608			50,316			74,780			94,652			8,771			71,239			76,771			7,114
		Amortization ⁽⁹⁾			439,381			443,915			443,848			444,224			460,013			42,629			341,805			377,772			35,008
		Total depreciation and amortization			460,422			485,523			494,164			519,004			554,665			51,400			413,044			454,543			42,122
			Total operating costs		1,172,590			1,218,872			1,163,585			1,240,333			1,348,884			125,000			1,019,045			1,075,674			99,682
Income from operations					542,352			563,474			557,738			679,770			841,489			77,981			634,626			833,811			77,270
	Net comprehensive financing income (expense)				54,232			29,517			31,611			23,314			(14,269	)		(1,323	)		(1,816	)		24,502			2,271
	Other income (expense)				12,119			15,273			(55,316	)		(10	)		(2,372	)		(220	)		2,781			622			58
Income before income taxes, employee statutory profit sharing and cumulative effect of change in accounting principle					608,703			608,264			534,033			703,074			824,848			76,438			635,591			858,935			79,599
		Income tax and employee statutory profit sharing expense			(192,194	)		(200,513	)		(306,124	)		(391,774	)		(461,861	)		(42,800	)		(304,495	)		(337,710	)		(31,296	)
		Cumulative effect of change in accounting principle ⁽¹⁰⁾			0			0			0			0			24,342			2,256			24,762			0			0
Consolidated net income					416,509			407,751			227,909			311,300			387,329			35,894			355,858			521,225			48,303
Basic and diluted earnings per share before cumulative effect of change in accounting principle					Ps.0.7424			Ps.0.7268			Ps.0.4063			Ps.0.5549			Ps.0.6470		U.S.$	0.0600			Ps.0.5902			Ps.0.9291		U.S.$	0.0861
Basic and diluted earnings per share generated by cumulative effect of change in accounting principle					Ps.0.0000			Ps.0.0000			Ps.0.0000			Ps.0.0000			Ps.0.0434		U.S.$	0.0040			Ps.0.0441			Ps.0.0000		U.S.$	0.0000
Basic and diluted earnings per share ⁽¹¹⁾					Ps.0.7424			Ps.0.7268			Ps.0.4063			Ps.0.5549			Ps.0.6904		U.S.$	0.0640			Ps.0.6343			Ps.0.9291		U.S.$	0.0861
Basic and diluted earnings per ADS ⁽¹¹⁾					Ps.7.4244			Ps.7.2683			Ps.4.0625			Ps.5.5490			Ps.6.9043		U.S.$	0.6398			Ps.6.3433			Ps.9.2910		U.S.$	0.8610
Dividends per share ⁽¹²⁾				U.S.$	0.0854		U.S.$	0.0000		U.S.$	0.0000		U.S.$	0.0446		U.S.$	0.0469					U.S.$	0.0477		U.S.$	0.1717
Dividends per ADS ⁽¹²⁾				U.S.$	0.8539		U.S.$	0.0000		U.S.$	0.0000		U.S.$	0.4459		U.S.$	0.4689					U.S.$	0.4769		U.S.$	1.7173
U.S. GAAP:
Revenues														Ps.1,910,103			Ps.2,186,496		U.S.$	202,622			Ps.1,659,155			Ps.1,885,749		U.S.$	174,752
Income from operations														987,941			1,140,014			105,645			859,580			1,068,626			99,029
Consolidated net income (loss)														513,185			(115,871	)		(10,738	)		474,980			679,338			62,952
Basic earnings (loss) per share ⁽¹¹⁾														Ps.0.9217			Ps.(0.2081	)	U.S.$	(0.0193	)		Ps.0.8531			Ps.1.2201		U.S.$	0.1131
Diluted earnings (loss) per share ⁽¹³⁾														Ps.0.9148			Ps.(0.2081	)	U.S.$	(0.0193	)		Ps.0.8467			Ps.1.2109		U.S.$	0.1122
Basic earnings (loss) per ADS ⁽¹¹⁾														Ps.9.2168			Ps.(2.0810	)	U.S.$	(0.1929	)		Ps.8.5306			Ps.12.2009		U.S.$	1.1307
Diluted earnings (loss) per ADS ⁽¹³⁾														Ps.9.1477			Ps.(2.0810	)	U.S.$	(0.1929	)		Ps.8.4667			Ps.12.1094		U.S.$	1.1222

			Year ended December 31,													Nine months ended September 30,
			2000		2001		2002		2003		2004		2004			2004		2005		2005
			(thousands of pesos) ⁽¹⁾										(thousands of dollars) ⁽²⁾			(thousands of pesos) ⁽¹⁾				(thousands of dollars) ⁽²⁾
Other operating data (unaudited):
	Total terminal passengers (thousands of passengers) ⁽¹⁴⁾		16,387		16,149		15,294		16,444		17,516			17,516		13,214		14,340			14,340
	Total air traffic movements (thousands of movements)		383		387		378		382		390			390		290		311			311
	Total revenues per terminal passenger ⁽¹⁵⁾		Ps.105		Ps.110		Ps.113		Ps.117		Ps.125		U.S.$	11		Ps.125		Ps.133		U.S.$	12
Other data:
EBITDA:
Consolidated net income under Mexican GAAP			Ps.416,509		Ps.407,751		Ps.227,909		Ps.311,300		Ps.387,329		U.S.$	35,894		Ps.355,858		Ps.521,225		U.S.$	48,303
*Minus:*
	Net comprehensive financing income (expense)		54,232		29,517		31,611		23,314		(14,269	)		(1,323	)	(1,816	)	24,502			2,271
*Plus:*
	Income tax and employee statutory profit sharing expense		192,194		200,513		306,124		391,774		461,861			42,800		304,495		337,710			31,296
	Depreciation and amortization		460,422		485,523		494,164		519,004		554,665			51,400		413,044		454,543			42,122
EBITDA ⁽¹⁶⁾			Ps.1,014,893		Ps.1,064,270		Ps.996,586		Ps.1,198,764		Ps.1,418,124		U.S.$	131,417		Ps.1,075,213		Ps.1,288,976		U.S.$	119,450
Balance sheet data:
	Mexican GAAP:
		Cash and temporary investments:	Ps.956,085		Ps.984,643		Ps.1,040,310		Ps.1,028,516		Ps.1,188,941		U.S.$	110,179		Ps.961,014		Ps.868,771		U.S.$	80,509
		Total current assets	1,465,215		1,190,413		1,310,128		1,498,781		1,552,421			143,862		1,352,029		1,245,696			115,438
		Airport concessions, net	18,347,500		18,001,926		17,656,385		17,310,832		16,954,966			1,571,214		17,344,958		16,951,498			1,570,892
		Rights to use airport facilities, net	2,764,026		2,674,400		2,584,768		2,495,141		2,405,517			222,918		2,469,656		2,378,517			220,417
		Total assets	23,883,396		23,361,116		23,704,334		23,670,660		23,873,192			2,212,322		24,152,150		23,782,126			2,203,886
		Current liabilities	997,718		67,690		178,647		101,989		185,844			17,221		99,387		200,674			18,598
		Total liabilities	997,718		67,690		182,995		107,980		207,032			19,183		117,065		227,256			21,061
		Total stockholders' equity ⁽¹⁷⁾	22,885,678		23,293,426		23,521,339		23,562,680		23,666,160			2,193,139		24,035,085		23,554,870			2,182,825
	U.S. GAAP:
		Cash and cash equivalents							871,068		946,857			87,745		729,897		807,724			74,852
		Total current assets							1,638,768		1,680,319			155,715		1,492,154		1,370,234			126,979
		Assets under capital lease ("Rights to use airport facilities" under Mexican GAAP)							2,387,238		2,272,713			210,612		2,340,901		2,224,433			206,138
		Total assets							11,747,878		11,465,044			1,062,464		12,150,132		11,359,961			1,052,726
		Current liabilities							101,989		186,173			17,253		99,507		205,091			19,006
		Total liabilities							113,824		216,734			20,085		117,509		264,430			24,505
		Total stockholders' equity ⁽¹⁷⁾							11,634,054		11,248,310			1,042,379		12,032,623		11,095,531			1,028,221
Other data:
	Mexican GAAP:
		Net resources provided by operating activities	Ps.865,124		Ps.763,137		Ps.644,082		Ps.571,519		Ps.1,166,785		U.S.$	108,127		Ps.818,476		Ps.972,995		U.S.$	90,168
		Net resources used in financing activities	(21,394	)	(495,508	)	(84,186	)	(269,959	)	(283,849	)		(26,304	)	(288,731	)	(1,039,573	)		(96,338	)
		Net resources used in investing activities	(572,053	)	(239,071	)	(504,229	)	(313,354	)	(722,511	)		(66,957	)	(614,937	)	(274,042	)		(25,395	)
		Increase (decrease) in cash and temporary investments	271,677		28,558		55,667		(11,794	)	160,425			14,866		(85,192	)	(340,620	)		(31,565	)
	U.S. GAAP: ⁽¹⁸⁾
		Net cash provided by operating activities							442,787		1,101,596			102,085		757,291		1,162,287			107,709
		Net cash used in investing activities							(313,354	)	(708,668	)		(65,672	)	(602,522	)	(271,252	)		(25,137	)
		Net cash used in financing activities							(269,959	)	(283,849	)		(26,304	)	(288,731	)	(1,039,573	)		(96,337	)

		Effect of inflation accounting								Ps.(28,716	)	Ps.(33,290	)	U.S.$	(3,085	)	Ps.(22,191	)	Ps.(6,881	)	U.S.$	(638	)
		(Decrease) increase in cash and cash equivalents								(169,242	)	75,789			7,024		(156,153	)	(155,419	)		(14,402	)

⁽¹⁾: The years ended December 31, 2000, 2001, 2002, 2003 and 2004 are expressed in constant pesos with purchasing power as of December 31, 2004, except as otherwise noted. Per share peso amounts are expressed in pesos (not thousands of pesos).
⁽²⁾: Translated into dollars at the rate of Ps. 10.7910 per U.S. dollar, the U.S. Federal Reserve noon buying rate for Mexican pesos at September 30, 2005. The U.S. dollar equivalent information should not be construed to imply that the peso amounts represent, or could have been or could be converted into, U.S. dollars at such rates or at any other rate. Per share dollar amounts are expressed in dollars (not thousands of dollars). Operating data expressed in units indicated.
⁽³⁾: 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 and a security charge for each departing passenger, and other sources of revenues subject to regulation under our maximum rates.
⁽⁴⁾: Revenues from non-aeronautical services consist of 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 regulated services under our maximum rates, although the Ministry of Communications and Transportation could decide to regulate such rates.
⁽⁵⁾: Cost of services line item was calculated only as a total for 2000.
⁽⁶⁾: Beginning January 1, 2000, we began paying AMP a technical assistance fee under the technical assistance agreement entered into in connection with AMP's purchase of its Series BB shares. This fee is described in "Business—Opening of Mexican Airports to Investment—Investment by AMP."
⁽⁷⁾: Beginning November 1, 1998, each of our subsidiary concession holders is required to pay a concession fee 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 fee is currently 5% of each concession holder's gross annual revenues.
⁽⁸⁾: Reflects depreciation of fixed assets.
⁽⁹⁾: Reflects amortization of concessions, rights to use airport facilities, recovered long-term leases and parking lots.
⁽¹⁰⁾: Represents the gain that resulted from the application of Mexican GAAP Bulletin C-10 governing derivative financial instruments and other hedging operations. See note 3a. to our audited financial statements.
⁽¹¹⁾: Based on the ratio of 10 Series B shares per ADS. For Mexican GAAP purposes, based on 561,000,000 weighted average common shares outstanding in each period. For U.S. GAAP purposes, based on 556,792,500 weighted average common shares outstanding in each period.
⁽¹²⁾: Peso amounts were Ps. 0.9214 per share in 2000, Ps. 0.4812 per share in 2003, Ps. 0.5060 per share in 2004, Ps. 0.5147 per share for the nine months ended September 30, 2004 and Ps. 1.8531 per share for the nine months ended September 30, 2005 and Ps. 9.2139 per ADS in 2000, Ps. 4.8121 per ADS in 2003, Ps. 5.0597 per ADS in 2004, Ps. 5.1467 per ADS for the nine months ended September 30, 2004 and Ps. 18.5307 for the nine months ended September 30, 2005.
⁽¹³⁾: Based on the ratio of 10 Series B shares per ADS. Based on 561,000,000 weighted average common shares and common share equivalents outstanding for the year ended December 31, 2003 and for the nine-month periods ended September 30, 2005 and 2004, and 556,792,500 weighted average common shares and common share equivalents outstanding for the year ended December 31, 2004.
⁽¹⁴⁾: Includes arriving and departing passengers as well as transfer passengers (passengers who arrive at our airports on one aircraft and depart on a different aircraft). Excludes transit passengers (passengers who arrive at our airports but generally depart without changing aircraft).
⁽¹⁵⁾: Total revenues for the period divided by terminal passengers for the period. Expressed in pesos (not thousands of pesos)
⁽¹⁶⁾: EBITDA represents net income minus net comprehensive financing income plus income taxes, asset tax, employee statutory profit sharing and depreciation and amortization. EBITDA should not be considered as an alternative to net income, as an indicator of our operating performance, or as an alternative to cash flow as an indicator of liquidity. Our management believes that EBITDA provides a useful measure of our performance that is widely used by investors and analysts to evaluate our performance and compare it with other companies. In making such comparisons, however, you should bear in mind that EBITDA is not defined and is not a recognized financial measure under Mexican GAAP or U.S. GAAP and that it may be calculated differently by different companies. EBITDA as presented in this table is not equivalent to our operating income (prior to deducting depreciation and amortization and the technical assistance fee), which is used as the basis for calculation of the technical assistance fee we pay to AMP.
⁽¹⁷⁾: Total stockholders' equity under Mexican GAAP reflects the value assigned to our concessions. Under U.S. GAAP, no value has been assigned to our concessions.
⁽¹⁸⁾: U.S. GAAP cash flow data is expressed in nominal Mexican pesos.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is derived from our audited financial statements, which are presented elsewhere in this prospectus. This discussion does not include all of the information included in our financial statements. You should read our financial statements to gain a better understanding of our business and our historical results of operations.

Our financial statements have been prepared in accordance with Mexican GAAP, which differ in certain respects from U.S. GAAP. See Note 22 to our audited financial statements for the years ended December 31, 2004, 2003 and 2002 and Note 21 to our audited financial statements for the nine-month period ended September 30, 2005 for a) a summary of the principal differences between Mexican GAAP and U.S. GAAP as they relate to us; b) a reconciliation to U.S. GAAP of net income and stockholders' equity; and c) condensed financial statements under U.S. GAAP and additional U.S. GAAP disclosure information.

Our audited financial statements for the years ended December 31, 2004, 2003 and 2002 and all other financial information contained herein with respect to the years ended December 31, 2004, 2003, 2002, 2001 and 2000 are accordingly presented in constant pesos with purchasing power as of December 31, 2004, unless otherwise noted. Our audited financial statements for the nine-month period ended September 30, 2005, which include comparative unaudited financial information for the nine-month period ended September 30, 2004, and all other financial information presented below with respect to the nine-month periods ended September 30, 2005 and 2004 are presented in constant pesos with purchasing power as of September 30, 2005, unless otherwise noted. We do not consider the difference in the purchasing power of the peso at December 31, 2004 as compared to the purchasing power of the peso at September 30, 2005 (which was 1.7%), to be material or to materially affect the financial information presented below.

Overview

We operate 12 airports in the Pacific and Central regions of Mexico 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 82.4% and 81.6% of our total revenues in 2004 and in the first nine months of 2005, respectively, 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. 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.

We also derive revenue from non-aeronautical activities, which principally relate to the commercial, non-aeronautical activities carried out at our airports such as 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. 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. While we believe aeronautical revenues will continue to represent a substantial majority of our future total revenues, we anticipate that the future growth of our revenues from commercial activities will exceed the growth rate of our aeronautical revenues.

Passenger and Cargo Volumes

The majority of the passenger traffic volume in our airports is made up of domestic passengers. In 2002, 2003, 2004 and the first nine months of 2005, for example, approximately 66.6%, 67.9%, 65.2% and 60.3%, respectively, of the terminal passengers using our airports were domestic. 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.

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

	Year ended December 31,									Nine months ended September 30,
	2002			2003			2004			2004			2005
Change in Mexican gross domestic product ⁽¹⁾		0.7	%		1.3	%		4.4	%		4.2	%		3.0	%
Mexican Consumer Price Index ⁽²⁾		5.7	%		4.0	%		5.2	%		3.4	%		1.7	%
Domestic terminal passengers ⁽³⁾		10,189.6			11,169.7			11,413.5			8,638.2			8,651.8
International terminal passengers ⁽³⁾		5,104.2			5,274.6			6,102.6			4,575.4			5,687.9
Total terminal passengers ⁽³⁾		15,293.8			16,444.3			17,516.2			13,213.5			14,339.8
Cargo ⁽³⁾		1,406.1			1,344.7			1,450.0			1,041.8			1,041.8
Total workload units ⁽³⁾		16,699.9			17,789.0			18,966.2			14,255.3			15,381.6
Change in total terminal passengers ⁽⁴⁾		(5.3	)%		7.5	%		6.5	%					8.5	%
Change in workload units ⁽⁴⁾		(5.4	)%		6.5	%		6.6	%					7.9	%
Aeronautical revenue ⁽⁵⁾	Ps.	1,524.3		Ps.	1,631.2		Ps.	1,805.3		Ps.	1,373.6		Ps.	1,557.3
Change in aeronautical revenue					7.0	%		10.7	%					13.4	%
Aeronautical revenue per workload unit	Ps.	91.3		Ps.	91.7		Ps.	95.2		Ps.	96.4		Ps.	101.2
Change in aeronautical revenue per workload unit ⁽³⁾					0.5	%		3.8	%					5.1	%
Non-aeronautical revenue ⁽⁵⁾	Ps.	197.0		Ps.	288.9		Ps.	385.1		Ps.	280.1		Ps.	352.2
Change in non-aeronautical revenue ⁽⁴⁾					46.7	%		33.3	%					25.8	%
Non-aeronautical revenue per terminal passenger	Ps.	12.9		Ps.	17.6		Ps.	22.0		Ps.	21.2		Ps.	24.6
Change in non-aeronautical revenue per terminal passenger ⁽⁴⁾					36.4	%		25.1	%					15.9	%

⁽¹⁾: In real terms, as reported by the Mexican Central Bank. Figures corresponding to the nine-month periods ended September 30, 2004 and 2005, reflect changes as compared to the nine-month periods ended September 30, 2003 and 2004, respectively.
⁽²⁾: As reported by the Mexican Central Bank.
⁽³⁾: In thousands. One cargo unit is equivalent to 100 kilograms (220 pounds) of cargo. Under the regulation applicable to our aeronautical revenues, one workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
⁽⁴⁾: In each case, as compared to previous period.
⁽⁵⁾: In millions of constant pesos.

In 2004, we had 17.5 million terminal passengers (11.4 million domestic and 6.1 million international), of which 0.1 million were on general aviation flights, and an additional 1.3 million transit passengers. During the first nine months of 2004, we had 13.2 million terminal passengers (8.6 million domestic and 4.6 million international), of which 0.05 million were on general aviation flights, and an additional 1.0 million transit passengers. During the first nine months of 2005, we had 14.3 million terminal passengers (8.6 million domestic and 5.7 million international), of which 0.1 million were on general aviation flights, and an additional 0.9 million transit passengers. Approximately half of our transit passengers (approximately 0.7 million in 2004 and 0.4 million during the first nine months of 2005) are handled at our Guadalajara International Airport.

Classification of Revenues

We classify our revenues into two categories: revenues from aeronautical services and revenues from non-aeronautical services. Historically, a substantial majority of our revenues have been derived from aeronautical services. For example, in 2002, 2003, 2004 and the first nine months of 2005, 88.6%, 85.0%, 82.4% and 81.6%, respectively, of our revenues were derived from aeronautical services and the remainder of our revenues were derived from non-aeronautical services.

Our revenues from aeronautical services are subject to price regulation under the applicable maximum rate at each of our airports, and principally consist of passenger charges, aircraft landing and parking charges, airport security charges, passenger walkway charges, leasing of space in our airports to airlines (other than first class/VIP lounges and other similar non-essential activities), 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, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores 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.

For a detailed description of the components of our aeronautical and non-aeronautical revenue categories, see "Business—Our Sources of Revenue."

Aeronautical Revenue

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 (which is equal to one terminal passenger or 100 kilograms (220 pounds) of cargo) that we may earn at that airport from aeronautical services. See "Regulatory Framework—Aeronautical Services 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, 2009.

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

Aeronautical Revenue

		Year ended December 31,												Nine months ended September 30,
		2002				2003				2004				2004				2005
		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
		(millions of pesos, except percentages and workload unit data)
Aeronautical Revenue:
	Passenger charges	Ps.	1,061.2	69.6	%	Ps.	1,202.9	73.7	%	Ps.	1,420.7	78.7	%	Ps.	1,097.8	79.9	%	Ps.	1,260.4	80.9	%
	Landing charges		150.7	9.9	%		132.5	8.1	%		118.8	6.6	%		83.7	6.1	%		90.9	5.8	%
	Aircraft parking charges		166.3	10.9	%		138.0	8.5	%		101.5	5.6	%		72.3	5.3	%		77.5	5.0	%
	Airport security charges		22.7	1.5	%		23.4	1.4	%		24.8	1.4	%		19.2	1.4	%		21.8	1.4	%
	Passenger walkway charges		24.1	1.6	%		23.1	1.4	%		21.4	1.2	%		14.7	1.1	%		16.5	1.1	%
	Leasing of space to airlines		53.7	3.5	%		68.8	4.2	%		82.4	4.6	%		59.4	4.3	%		61.4	3.9	%
	Revenues from complementary service providers ⁽¹⁾		45.4	3.0	%		42.5	2.6	%		35.5	2.0	%		26.5	1.9	%		28.6	1.8	%

Total Aeronautical Revenue		Ps.	1,524.3	100.0	%	Ps.	1,631.2	100.0	%	Ps.	1,805.3	100.0	%	Ps.	1,373.6	100.0	%	Ps.	1,557.3	100.0	%

Other Information:
	Total workload units ⁽²⁾		16.7				17.8				19.0				14.3				15.4
	Total aeronautical revenue per workload unit	Ps.	91.3			Ps.	91.7			Ps.	95.2			Ps.	96.4			Ps.	101.2
	Change in aeronautical revenue							7.0	%			10.7	%							13.4	%
	Change in total aeronautical revenues per workload unit ⁽³⁾							0.5	%			3.8	%							5.1	%

⁽¹⁾: Revenues from complementary service providers consist of access and other fees charged to third parties providing handling, catering and other services at our airports.
⁽²⁾: In millions. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
⁽³⁾: In each case, as compared to previous year.

Under the regulatory system applicable to our aeronautical revenues, we can set the specific price for each category of aeronautical services every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the total aeronautical revenue per workload unit each year at each of our airports does not exceed the maximum rate at that airport for that year. The specific prices we charge for regulated services are determined based on various factors, including projections of passenger traffic volumes, capital expenditures estimated under our master development programs, the Mexican producer price index (excluding petroleum) and the value of the peso relative to the U.S. dollar. We currently set the specific price for each category of aeronautical services after negotiating with our principal airline customers. Our current agreements with our principal airline customers are scheduled to expire at year-end 2006. Under these agreements, our specific prices are 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 any future agreements. In 2002, 2003, 2004 and the first nine months of 2005, passenger charges represented 69.6%, 73.7%, 78.7% and 80.9%, respectively, of our aeronautical services revenues and 61.7%, 62.7%, 64.9% and 66.0%, respectively, of our total revenues.

Historically, we have set the prices we charge for regulated services at each airport in order to come as close as possible to the maximum rates we are allowed to charge for that airport in any given year, and we expect to continue to pursue this pricing strategy in the future. In December 2004, the Ministry of Communications and Transportation established new maximum rates applicable to our airports for the period from January 1, 2005 through December 31, 2009 that are higher than the maximum rates that were applicable to our airports for the past five-year period. There can be no assurance that we will be able to collect virtually all of the revenue we are entitled to earn from services subject to price regulation in the future. For a discussion of risks relating to our ability to set specific prices, see "Risk Factors—Risks Related to Our Operations—The principal domestic airlines operating at our airports have in the past refused to pay certain increases in our specific prices for aeronautical services and could refuse to pay additional increases in the future."

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

Revenues from passenger charges have fluctuated in recent periods at our Tijuana International Airport and our Mexicali International Airport, as more passengers have been traveling to the United States via alternative airports, such as our Guadalajara, Bajio and Aguascalientes International Airports. In 2004, passengers paying passenger charges at our Tijuana International Airport and our Mexicali International Airport declined by 1.3% and increased by 11.6%, respectively, as compared to 2003. During the first nine months of 2005, passengers paying passenger charges at our Tijuana International Airport and our Mexicali International Airport increased by 0.8% and declined by 2.3%, respectively, as compared to the first nine months of 2004. Passenger traffic volumes at both our Tijuana International Airport and our Mexicali International Airport principally reflect border-crossing volumes near each of these airports. Many of the passengers using our Tijuana International Airport and our Mexicali International Airport are traveling to and from the United States, and delays at the San Diego/Tijuana or the Calexico/Mexicali border crossing have caused travelers to use other routes to enter and leave the United States. We believe many travelers have elected to take direct flights to or from the United States from our Aguascalientes, Bajio and Guadalajara International Airports.

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

Passengers Paying Passenger Charges

Airport		Year ended December 31,							Nine months ended September 30,
Airport				% change 02/03			% change 03/04				% change 04/05
		2002	2003	% change 02/03		2004	% change 03/04		2004	2005	% change 04/05
		(in thousands, except percentages)
Guadalajara		2,279.2	2,433.6	6.8	%	2,551.4	4.8	%	1,958.3	2,043.8	4.4	%
Tijuana		1,395.3	1,527.7	9.5		1,507.1	(1.3	)	1,103.6	1,111.9	0.8
Puerto Vallarta		982.8	1,003.9	2.1		1,115.7	11.1		863.2	1,021.2	18.3
Los Cabos		732.3	785.6	7.3		902.2	14.8		680.6	911.6	33.9
Hermosillo		314.5	334.6	6.4		383.7	14.7		281.8	309.8	9.9
Bajio		411.2	486.6	18.3		506.5	4.1		393.5	421.6	7.1
Morelia		236.6	264.4	11.8		303.5	14.8		241.6	264.7	9.6
La Paz		202.1	202.8	0.4		213.3	5.2		158.2	163.2	3.2
Aguascalientes		171.0	173.9	1.7		174.0	0.1		134.3	133.4	(0.7	)
Mexicali		151.5	189.9	25.4		212.1	11.6		159.4	155.7	(2.3	)
Los Mochis		83.3	98.8	18.6		96.7	(2.2	)	73.8	67.5	(8.5	)
Manzanillo		86.6	87.8	1.4		92.3	5.1		69.6	88.4	26.9

	Total	7,046.3	7,589.7	7.7	%	8,058.4	6.2	%	6,118.0	6,692.8	9.4	%

Non-aeronautical Revenue

Non-aeronautical services historically have generated a significantly smaller portion of our total revenues as compared to aeronautical services. However, the contribution to our total revenues from non-aeronautical services has increased recently, from 11.4% in 2002 to 18.4% in the first nine months of 2005, reflecting our business strategy of developing our commercial activities. During this period, our non-aeronautical revenue per terminal passenger nearly doubled, from Ps. 12.9 in 2002 to Ps. 24.6 in the first nine months of 2005 (or to Ps. 23.2 in the first nine months of 2005, excluding a one-time fee paid by one of the time-share marketing and sales operators at our Los Cabos International Airport). Our revenues from non-aeronautical services are principally derived from commercial activities. None of our revenues from non-aeronautical services are subject to price regulation under our dual-till price regulation system.

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

Non-aeronautical Revenue

			Year ended December 31,												Nine months ended September 30,
			2002				2003				2004				2004				2005
			Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
			(millions of pesos, except percentages and passenger data)
Non-aeronautical Services:
	Commercial Activities:
		Car parking charges	Ps.	36.9	18.7	%	Ps.	67.0	23.2	%	Ps.	87.2	22.6	%	Ps.	66.0	23.6	%	Ps.	72.3	20.5	%
		Leasing of space ⁽¹⁾		20.7	10.5			50.7	17.5			74.0	19.2			47.3	16.9			49.8	14.1
		Car rentals		26.1	13.3			28.8	10.0			36.2	9.4			27.0	9.6			33.2	9.4
		Food and beverage operations		15.4	7.8			25.1	8.7			32.0	8.3			23.5	8.4			28.9	8.2
		Retail operations		11.4	5.8			16.0	5.5			31.1	8.1			21.5	7.7			34.0	9.7
		Duty free operations		14.9	7.6			16.6	5.7			28.9	7.5			20.0	7.2			30.6	8.7

		Advertising			Ps.5.2	2.7	%		Ps.20.7	7.2	%		Ps.22.1	5.7	%		Ps.19.1	6.8	%		Ps.17.8	5.0	%
		Communications			6.5	3.3			8.0	2.8			8.8	2.3			6.7	2.4			7.5	2.1
		Financial services			4.0	2.1			4.1	1.4			4.8	1.3			3.6	1.3			4.5	1.3
		Time sharing			8.4	4.3			16.9	5.9			23.5	6.1			17.7	6.3			39.8	11.3
		Other			36.2	18.4			19.1	6.6			19.4	5.0			14.0	5.0			18.6	5.3
			Total commercial activities		185.8	94.3			272.9	94.5			368.0	95.6			266.4	95.1			337.0	95.7
Recovery of costs ⁽²⁾					11.2	5.7			16.0	5.5			17.1	4.4			13.6	4.9			15.2	4.3

Total Non-aeronautical Revenue				Ps.	197.0	100.0	%	Ps.	288.9	100.0	%	Ps.	385.1	100.0	%	Ps.	280.1	100.0	%	Ps.	352.2	100.0	%

Other Information:
	Total terminal passengers ⁽³⁾				15.3				16.4				17.5				13.2				14.3
	Non-aeronautical revenue per terminal passenger			Ps.	12.9			Ps.	17.6			Ps.	22.0			Ps.	21.2			Ps.	24.6
	Change in non-aeronautical revenue per terminal passenger									36.4	%			25.1	%							15.9	%
	Car parking charges per terminal passenger			Ps.	2.4			Ps.	4.1			Ps.	5.0			Ps.	5.0			Ps.	5.0
	Change in car parking charges per terminal passenger ⁽⁴⁾									70.8	%			21.9	%							1.0	%

⁽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.
⁽³⁾: In millions.
⁽⁴⁾: In each case, as compared to previous year.

The majority of our non-aeronautical revenue is derived from commercial activities such as car parking, leasing of space in our airports to airlines and complementary service providers (for first class/VIP lounges and similar non-essential activities), rental and royalty payments from third parties operating stores 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.

Leading privatized airports typically generate a greater portion of their revenues from commercial activities than we currently do. We estimate that, prior to 2002, revenues from commercial activities in our airports generally accounted for less than 12% of the total revenues generated by our airports. In contrast, we believe that revenues from commercial activities account for up to 40% or more of the consolidated revenues of many leading privatized airports. While we believe that aeronautical revenues will continue to represent a substantial majority of our future revenues, we anticipate that the future growth rate of our revenues from commercial activities will exceed the growth rate of our aeronautical revenues. In recent years, non-aeronautical revenues per terminal passenger have nearly doubled (from Ps. 12.9 in 2002 to Ps. 24.6 in the first nine months of 2005, or to Ps. 23.2 in the first nine months of 2005, excluding a one-time fee paid by one of the time-share marketing and sales operators at our Los Cabos International Airport), while our cost of services per workload unit has remained relatively stable (Ps. 31.6 in 2002 as compared to Ps. 29.8 in the first nine months of 2005), resulting in non-aeronautical services contributing increasingly to our results of operations. As the primary focus of

our business strategy since we assumed control of our airports, we have made it a priority to increase our revenues from commercial activities in our airports, from a combination of the following:

•

Expanding the space available in our airport terminals allocated to commercial activities. 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, as well as to redirect the flow of passengers through our airports to increase their exposure to commercial businesses operating at our airports.

•

Renegotiating agreements with terminal tenants to be more consistent with market practice. We have also begun to improve 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, which has replaced the substantial majority of our square-footage-based leases suitable for conversion to royalty-based leases. We estimate such suitable leases represent approximately 88% of our current commercial revenue.

•

Recovering the rights to several retail and car parking businesses at our airports previously operated by third parties. In recent years we have recovered, by compensating leaseholders for early termination of their leases, several significant long-term leases previously held by third parties who managed our car parking and commercial areas and received all revenues from the operations in those areas. We now manage several of those areas directly and have thereby increased our revenues from commercial activities. The most significant of these long-term lease recoveries are the following:

–: On June 1, 2000, we recovered the right to operate a substantial part of the commercial space in the charter terminal and the entire FBO terminal at Los Cabos International Airport for U.S.$35.5 million (including certain related assets).
–: Effective November 12, 2002, we recovered the right to operate the most lucrative commercial space in the departure area in the terminal at Tijuana International Airport for U.S.$1.5 million.
–: On May 31, 2004, we recovered the right to operate all of the most lucrative commercial space in the terminal at our Puerto Vallarta International Airport for U.S.$26.6 million.
–: On May 31, 2004, we also recovered the right to operate the most lucrative commercial space in the departure area and the area connecting the terminal to the hotel at Guadalajara International Airport for U.S.$7.8 million.

•

Improving the quality of commercial business in our airports. A handful of commercial tenants currently operating in our terminals consist of small local businesses offering goods and services of limited variety and for which demand is relatively low. We plan to lease space currently occupied by such tenants, as well as newly available space, to more established, internationally recognized businesses in order to improve the quality of commercial goods and services available to our passengers. We have recently leased commercial space to internationally recognized businesses such as Burger King, Starbucks, Aeroboutiques, Aerocomerciales and Dufry. 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.

For a description of these recent acquisitions, see "Business—Our Sources of Revenues—Non-aeronautical Services—Revenue from Commercial Activities—Recent Expansion and Development of Commercial Areas." Following the recovery of the long-term leases described above, the only commercial areas at our airports not operated directly by us are the car parking facility at our Tijuana International Airport and the hotel of our Guadalajara International Airport.

We expect the future growth rate of our non-aeronautical revenue to exceed the growth rate of our aeronautical revenues as we continue to implement our business strategy. Among the steps we anticipate will contribute to our future growth in non-aeronautical revenues are: (a) the addition of 3,500 square meters of commercial space in our airports in 2006; (b) amending additional lease agreements at our airports to include royalty payments based on a percentage of the tenant's sales, rather than a fixed cost; and (c) improving the mix of retailers operating at our airports.

Operating Costs

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

Operating Costs

			Year ended December 31,													Nine months ended September 30,
			2002			2003					2004					2004			2005
			Amount			Amount			% change		Amount			% change		Amount			Amount			% change
			(millions of pesos, except percentages and passenger data)
Operating Costs:
Cost of services:
	Employee costs		Ps.	254.2		Ps.	257.7		1.4	%	Ps.	266.9		3.6	%	Ps.	204.8		Ps.	209.2		2.1	%
	Maintenance			98.4			94.6		(3.9	)		101.4		7.2			71.2			73.5		3.2
	Safety, security and insurance			68.8			76.4		11.0			84.0		10.0			63.6			64.1		0.8
	Utilities			49.1			53.5		8.9			61.8		15.7			44.3			49.0		10.5
	Other			57.0			79.4		39.3			95.7		20.5			83.9			62.1		(25.9	)
		Total cost of services		527.5			561.6		6.5			609.8		8.6			467.8			457.9		(2.1	)
Technical assistance fees				57.0			64.5		13.1			75.5		17.0			56.1			68.4		21.9
Government concession fees				84.9			95.2		12.2			108.9		14.2			82.1			94.9		15.6
Depreciation and amortization:
	Depreciation ⁽¹⁾			50.4			74.8		48.6			94.7		26.6			71.2			76.8		7.8
	Amortization ⁽²⁾			443.8			444.2		0.1			460.0		3.6			341.8			377.8		10.5
		Total depreciation and amortization		494.2			519.0		5.0			554.7		6.9			413.0			454.5		10.0

		Total operating costs	Ps.	1,163.6		Ps.	1,240.3		6.6	%	Ps.	1,348.9		8.8	%	Ps.	1,019.0		Ps.	1,075.7		5.6	%

Other Information:
Total workload units ⁽³⁾				16,699.9			17,789.0		6.5	%		18,966.2		6.6	%		14,255.3			15,381.6		7.9	%
Cost of services per workload unit			Ps.	31.6		Ps.	31.6		(0.1	)%	Ps.	32.2		1.9	%	Ps.	32.8		Ps.	29.8		(9.1	)%
Cost of services margin ⁽⁴⁾				30.6	%		29.2	%				27.8	%				28.3	%		24.0	%

⁽¹⁾: Reflects depreciation of fixed assets.
⁽²⁾: Reflects amortization of our concessions and recovered long-term leases (long-term third-party leases granted by our predecessor to operate commercial areas in our airports).
⁽³⁾: In thousands. Under the regulation applicable to our aeronautical revenues, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.
⁽⁴⁾: Cost of services divided by total revenues, expressed as a percentage.

Cost of Services

Our cost of services consists primarily of employee costs, 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 per workload unit has remained relatively constant, decreasing modestly from Ps. 31.6 in 2002 to Ps. 29.8 in the first nine months of 2005. This stability in cost of services per workload unit, together with increases in revenue in recent years, have increased our operating margins (defined as income from operations divided by total revenue) from 32.4% in 2002 to 43.7% in the first nine months of 2005.

Technical Assistance Fee and Government Concession Fee

Under the technical assistance agreement, AMP provides management and consulting services and transfers technical assistance and technological and industry knowledge and experience to us in exchange for a fee. This agreement is more fully described in "Related Party Transactions." The technical assistance fee for each of 2000 and 2001 was fixed at U.S.$7.0 million (adjusted annually for U.S. inflation since August 25, 2000). Subsequent to January 1, 2002, the fee is equal to the greater of U.S. $4.0 million (adjusted annually for U.S. inflation since August 25, 2000) and 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 Mexican GAAP).

Beginning November 1, 1998, we became subject to the Mexican Federal Duties Law, which requires each of our airports to pay a concession fee to the Mexican government, which 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 fee may vary on an annual basis as determined solely by the Mexican federal congress, and there can be no assurance that this fee may not increase in the future. If the Mexican federal congress increases the concession fee, we are entitled to request an increase in our maximum rates from the Ministry of Communications and Transportation; however, there can be no assurance that the Ministry of Communications and Transportation would honor our request.

Depreciation and Amortization

Our depreciation and amortization expenses reflect primarily the amortization of our investment in our 12 concessions, which we began amortizing for accounting purposes in August 1999, the date on which the value of our concessions was determined based on the value assigned by AMP to our BB shares as part of its winning bid to acquire its 15% interest in us. 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. Beginning in October 2004, we changed the amortization rates applicable to our concessions. The effect of this change resulted in an increase of Ps. 10.3 million of amortization expense for the year ended December 31, 2004, and an increase Ps. 31.5 million for the nine-month period ended September 30, 2005.

Taxation

We and each of our subsidiaries pay taxes on an individual (rather than consolidated) basis. Mexican companies are generally required to pay the greater of their income tax liability (determined at a rate of 35% for 2002, 34% for 2003, 33% for 2004, 30% for 2005, 29% for 2006 and 28% thereafter) or their asset tax liability (determined at a rate of 1.8% of the average tax value of virtually all of their assets including, in our case, our concessions), less the average tax value of certain liabilities. If, in any year, the asset tax liability exceeds the income tax liability, the asset tax payment for such excess may be reduced by the amount by which the income tax exceeded the asset tax in the three preceding years. In addition, any required payment of asset tax is creditable against the excess of income tax over asset tax of the following ten years. Mexican companies are exempt from the asset tax during the first three full fiscal years following the commencement of operations (which in our case occurred on November 1, 1998). Accordingly, we were exempt from the asset tax until December 31, 2001.

In 2002, 2003, 2004 and the first nine months of 2005, we paid an aggregate of Ps. 212.9 million, Ps. 202.5 million, Ps. 152.4 million and Ps. 129.4 million, respectively in asset taxes. We recorded a deferred tax asset of Ps. 82.4 million, Ps. 60.9 million, Ps. 33.7 million and Ps. 68.8 million in 2002, 2003, 2004 and the first nine months of 2005, respectively, while we provided for a valuation allowance of Ps. 130.5 million, Ps. 141.6 million, Ps. 118.7 million and Ps. 60.6 million in 2002, 2003, 2004 and the first nine months of 2005, respectively, on our income statement, representing those amounts which we do not expect to recover.

We regularly review our deferred tax assets for recoverability and, if necessary, establish a valuation allowance based on historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. Mexican tax law allows Mexican companies utilizing tax amortization rates that are lower than the maximum allowable rates to modify their tax amortization rates every five years, without exceeding the maximum allowable rate. Beginning in 2000, we utilized rates lower than the 15% maximum allowable rate to amortize our airport concessions and rights to use airport facilities for tax purposes. Beginning in January 2005, after the expiration of the five-year period and in order to optimize our effective tax rate and our long-term financial position, we elected to increase the tax amortization rates on our airport concessions and rights to use airport facilities at eight of our twelve airports. As a result of the change in tax amortization rates and the increase in pre-tax income attributable to our recovery of commercial space at our Puerto Vallarta International Airport, in 2005 we reversed Ps. 36.9 million in valuation allowance charges and recorded a corresponding increase in our deferred tax asset.

Our effective tax rate in 2002, 2003, 2004 and the first nine months of 2005 was 57%, 56%, 56% and 39%, respectively. Our relatively high effective tax rate historically has been the result of the valuation allowance we recorded against asset tax amounts that we did not expect to recover. In the first nine months of 2005, our effective tax rate declined, reflecting an increase in our pre-tax income that was not matched by a proportionate increase in our tax provision, which was principally composed of asset tax liability (rather than income tax liability). This valuation allowance for recoverable tax on assets is estimated using factors such as historical taxable income, projected future taxable income and the expected timing of the reversals of existing temporary differences. If these estimates and related assumptions change in the future, we may be required to adjust our valuation allowance for recoverable tax on assets, resulting in additional income tax expense.

On January 1, 1999, we became 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, other than its chief executive officer.

Effects of Devaluation and Inflation

The following table sets forth, for the years 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,						Nine months ended September 30,
	2002		2003		2004		2004		2005
Depreciation (appreciation) of the Mexican peso as compared to the U.S. dollar ⁽¹⁾	13.0	%	8.1	%	0.2	%	2.0	%	-3.6	%
Mexican inflation rate ⁽²⁾	5.7	%	4.0	%	5.2	%	3.4	%	1.7	%
U.S. inflation rate ⁽³⁾	2.4	%	1.9	%	3.3	%	3.0	%	4.5	%
Increase (decrease) in Mexican gross domestic product ⁽⁴⁾	0.7	%	1.3	%	4.4	%	4.2	%	3.0	%

⁽¹⁾: Based on changes in the rates for calculating foreign exchange liabilities, as reported by Banco de Mexico , or the Mexican Central Bank, at the end of each period, which were as follows: Ps. 10.3613 per U.S. dollar as of December 31, 2002, Ps. 11.1998 per U.S. dollar as of

December 31, 2003, Ps. 11.2183 per U.S. dollar as of December 31, 2004, and Ps. 10.8131 per U.S. dollar as of September 30, 2005.

⁽²⁾: Based on changes in the Mexican Consumer Price Index from the previous period, as reported by the Mexican Central Bank. The Mexican Consumer Price Index at period end was 102.904 in 2002, 106.996 in 2003, 112.554 in 2004. The Mexican Consumer Price Index was 110.602 on September 30, 2004, and 114.484 on September 30, 2005.
⁽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.

Due to the relatively low rate of inflation in Mexico 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 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. We 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 dollars (although invoiced and paid in pesos), while passenger charges for domestic passengers are denominated in pesos. Because Mexican GAAP requires 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 dollar for that period, the peso value of dollar-denominated or dollar-linked revenues in the prior period will be higher than those of the current period. This effect may occur despite the fact that the amount of such revenues in dollar terms may have been the same or greater in the current period.
•: Comprehensive financing cost. As required by Mexican GAAP, our comprehensive financing cost reflects gains or losses from foreign exchange transactions and gains or losses from monetary position and, as a result, is impacted by both inflation and devaluations.
•: 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. Our passenger charges from airlines are collected within a maximum period of 152 days following each invoice delivery date. In 2004 and in the first nine months of 2005, on a weighted average basis, we generally have received payment within 91 to 130 days and 77 to 88 days, respectively. The actual term for payment is dependent upon interest rates on short-term Mexican treasury bills, or Cetes , with longer payment periods during periods of lower interest rates (within a defined range). We generally invoice passenger charges on a weekly basis and we record an account receivable for the invoice corresponding to a flight during the month of the actual flight.

Operating Results by Airport

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

Airport Operating Results

				Airport Operating Results
				Year ended December 31,						Nine months ended September 30,
				2002		2003		2004		2004		2005
				(millions of pesos, except percentages)
Guadalajara:
	Revenues:
		Aeronautical services		Ps.513.2		Ps.546.8		Ps.603.3		Ps.458.1		Ps.486.7
		Non-aeronautical services		70.9		101.2		134.4		101.7		117.0
			Total revenues	584.1		648.0		737.7		559.8		603.7
	Operating costs			353.8		381.0		402.9		301.5		315.3
	Costs of services			186.4		209.0		223.2		166.5		173.2
	Depreciation and amortization			167.4		172.0		179.7		134.9		142.1
	Income from operations			230.3		267.0		334.8		258.3		288.4
			Operating margin ⁽¹⁾	39.4	%	41.2	%	45.4	%	46.1	%	47.8	%
Tijuana:
	Revenues:
		Aeronautical services		236.2		255.7		259.8		199.0		214.2
		Non-aeronautical services		17.8		30.0		43.7		25.0		27.2
			Total revenues	254.0		285.7		303.5		224.0		241.5
	Operating costs			205.7		221.6		259.1		201.0		181.7
	Costs of services			100.0		111.5		140.7		111.3		90.5
	Depreciation and amortization			105.7		110.1		118.4		89.8		91.2
	Income from operations			48.3		64.1		44.4		22.9		59.8
			Operating margin ⁽¹⁾	19.0	%	22.4	%	14.6	%	10.2	%	24.8	%
Puerto Vallarta:
	Revenues:
		Aeronautical services		210.9		216.3		261.0		198.7		247.2
		Non-aeronautical services		9.7		18.0		49.3		32.9		54.4
			Total revenues	220.6		234.3		310.3		231.6		301.6
	Operating costs			146.7		153.5		171.0		128.0		137.3
	Costs of services			81.1		85.4		97.6		72.9		78.4
	Depreciation and amortization			65.6		68.1		73.4		55.0		58.9
	Income from operations			73.9		80.8		139.3		103.6		164.3
			Operating margin ⁽¹⁾	33.5	%	34.5	%	44.9	%	44.7	%	54.5	%
Los Cabos:
	Revenues:
		Aeronautical services		186.8		202.1		234.2		178.0		230.0
		Non-aeronautical services		53.3		69.9		78.4		59.7		85.8
			Total revenues	240.1		272.0		312.6		237.7		315.9
	Operating costs			133.4		137.6		142.5		108.5		116.9
	Costs of services			80.2		83.0		87.9		67.0		74.9
	Depreciation and amortization			53.2		54.6		54.6		41.5		42.0
	Income from operations			106.7		134.4		170.1		129.2		199.0
			Operating margin ⁽¹⁾	44.4	%	49.4	%	54.4	%	54.3	%	63.0	%
Hermosillo:
	Revenues:
		Aeronautical services		88.7		89.4		100.3		75.2		82.1
		Non-aeronautical services		10.0		14.1		17.4		13.0		15.8
			Total revenues	98.7		103.5		117.7		88.2		97.9
		Operating costs		58.6		62.7		68.9		50.4		63.9
		Costs of services		40.3		43.1		45.9		35.0		40.0
		Depreciation and amortization		18.3		19.6		23.0		15.4		24.0
		Income from operations		40.1		40.8		48.8		37.7		33.9
			Operating margin ⁽¹⁾	40.6	%	39.4	%	41.5	%	42.8	%	34.7	%

Bajio:
	Revenues:
		Aeronautical services		Ps.92.2		Ps.105.8		Ps.112.9		Ps.87.1		Ps.96.0
		Non-aeronautical services		12.1		18.8		20.6		16.0		18.7
			Total revenues	104.3		124.6		133.5		103.0		114.7
	Operating costs			63.6		72.4		75.8		57.7		64.3
	Costs of services			39.1		45.2		46.7		35.5		40.3
	Depreciation and amortization			24.5		27.2		29.1		22.2		23.9
	Income from operations			40.7		52.2		57.7		45.3		50.4
			Operating margin ⁽¹⁾	39.0	%	41.9	%	43.2	%	44.0	%	44.0	%
Other: ⁽²⁾
	Revenues:
		Aeronautical services		196.5		215.2		233.8		177.7		201.0
		Non-aeronautical services		23.0		36.9		41.2		31.7		33.3
			Total revenues	219.5		252.1		275.0		209.5		234.3
	Operating costs			207.1		217.4		233.7		174.6		201.4
	Costs of services			151.0		154.4		161.4		123.7		132.3
	Depreciation and amortization			56.1		63.0		72.3		50.9		69.0
	Income from operations			12.4		34.7		41.3		34.8		33.0
			Operating margin ⁽¹⁾	5.6	%	13.7	%	15.0	%	16.6	%	14.1	%
Total:
	Revenues:
		Aeronautical services		1,524.3		1,631.2		1,805.3		1,373.6		1,557.3
		Non-aeronautical services		197.0		288.9		385.1		280.1		352.2
			Total revenues	1,721.3		1,920.1		2,190.4		1,653.7		1,909.5
	Operating costs			1,168.9		1,246.2		1,353.9		1,021.8		1,080.7
	Costs of services			678.1		731.6		803.4		611.9		629.6
	Depreciation and amortization			490.8		514.6		550.5		409.8		451.2
	Income from operations			552.4		673.9		836.5		631.9		828.7
			Operating margin ⁽¹⁾	32.1	%	35.1	%	38.2	%	38.2	%	43.4	%

⁽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 Morelia, La Paz, Aguascalientes, Mexicali, Los Mochis and Manzanillo.

Historically, our most profitable airports have been our Los Cabos, Guadalajara and Puerto Vallarta International Airports, which handle 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. Operating margins at our Tijuana International Airport historically have been lower than at our other airports because the maximum rates applicable to aeronautical services provided at our Tijuana International Airport are lower than those applicable to our other principal airports. In addition, the amortization of our concession relative to the level of revenues is much higher at our Tijuana International Airport than at our other principal airports.

Fourth Quarter Outlook

During the first nine months of 2005, our revenues, operating income and net income increased by 15.5%, 31.4% and 46.5%, in each case as compared to the corresponding period in 2004. We expect

revenues and operating income for 2005 to increase relative to 2004 at rates modestly below the increases we experienced in those line items for the first nine months of 2005, while we believe the increase in net income will exceed the percentage increase for the first nine months of 2005.

Our estimates are based on preliminary, unaudited data. Our actual audited results of operations for 2005 could differ from these estimates.

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,										Nine months ended September 30,
				2002		2003				2004				2004		2005
				(thousands of pesos, except percentages)
				Amount		Amount		% change		Amount		% change		Amount		Amount		% change
Revenues:
	Aeronautical services			Ps.1,524,331		Ps.1,631,208		7.0	%	Ps.1,805,263		10.7	%	Ps.1,373,621		Ps.1,557,283		13.4	%
	Non-aeronautical services			196,992		288,895		46.7		385,110		33.3		280,050		352,202		25.8
		Total revenues		1,721,323		1,920,103		11.5		2,190,373		14.1		1,653,671		1,909,485		15.5
Operating costs:
	Cost of services			527,486		561,562		6.5		609,894		8.6		467,799		457,870		(2.1	)
	Technical assistance fees			57,027		64,522		13.1		75,537		17.1		56,103		68,386		21.9
	Government concession fees			84,908		95,245		12.2		108,788		14.2		82,099		94,875		15.6
	Depreciation and amortization			494,164		519,004		5.0		554,665		6.9		413,044		454,543		10.0
		Total operating costs		1,163,585		1,240,333		6.6		1,348,884		8.8		1,019,045		1,075,674		5.6
			Income from operations	557,738		679,770		21.9		841,489		23.8		634,626		833,811		31.4
Net comprehensive financing income (expense):
	Interest income, net			76,950		62,370		(18.9	)	58,381		(6.4	)	37,376		69,178		85.1
	Exchange (loss) gain, net			28,455		18,491		(35.0	)	9,005		(51.3	)	13,202		(8,074	)	(161.2	)
	Monetary position loss			(73,794	)	(57,547	)	(22.0	)	(80,510	)	39.9		(55,921	)	(23,069	)	(58.7	)
	Loss from embedded derivatives			0		0		0		(1,145	)	(100.0	)	3,527		(13,533	)	(483.7	)
			Net comprehensive financing income (expense)	31,611		23,314		(26.2	)	(14,269	)	(161.2	)	(1,816	)	24,502		(1,449.2	)
Other (expense) income				(55,316	)	(10	)	(100.0	)	(2,372	)	23,620.0		2,781		622		(77.6	)
Income before income taxes, employee statutory profit sharing and cumulative effect of change in accounting principle				534,033		703,074		31.7		824,848		17.3		635,591		858,935		35.1
Income taxes and employee statutory profit sharing expense				(306,124	)	(391,774	)	28.0		(461,861	)	17.9		(304,495	)	(337,710	)	10.9
Cumulative effect of change in accounting principle				0		0		0		24,342		100.0		24,762		0		(100.0	)
			Consolidated net income	227,909		311,300		36.6		387,329		24.4		355,858		521,225		46.5
Other operating data (unaudited):
	Operating margin ⁽¹⁾			32.4	%	35.4	%			38.4	%			38.4	%	43.7	%
	Net margin ⁽²⁾			13.2	%	16.2	%			17.7	%			21.6	%	27.3	%

⁽¹⁾: Income from operations divided by total revenue, expressed as a percentage.
⁽²⁾: Net income divided by total revenues, expressed as a percentage.

Results of operations for the nine months ended September 30, 2005 compared to the nine months
ended September 30, 2004

Revenues

Total revenues for the first nine months of 2005 were Ps. 1,909.5 million, 15.5% higher than the Ps. 1,653.7 million recognized in the first nine months of 2004, reflecting increases in both aeronautical services revenue (a 13.4% increase over the first nine months of 2004) and in non-aeronautical services revenue (a 25.8% increase over the first nine months of 2004).

Aeronautical services revenue increased 13.4% from Ps. 1,373.6 million in the first nine months of 2004 to Ps. 1,557.3 million in the first nine months of 2005, principally reflecting a 4.4% increase in our

maximum rates and the resulting increase in the specific prices we charge for various aeronautical services under an amended agreement with our principal airline customers, which took effect January 1, 2005. For a description of this agreement, see "Business—Principal Customers." This increase was also attributable in part to a 7.9% increase in workload units, reflecting an increase in passenger traffic. As a result of these factors, aeronautical revenue per workload unit increased 5.1% to Ps. 101.2 per workload unit in the first nine months of 2005 compared to Ps. 96.4 in the first nine months of 2004.

Non-aeronautical services revenue increased 25.8% in the first nine months of 2005 as compared to the first nine months of 2004 (and increased 15.9% per terminal passenger), due in large part to our recovery in May 2004 of the long-term leases to operate commercial space at our Puerto Vallarta International Airport and our Guadalajara International Airport (which contributed revenue for nine months in the 2005 period as compared to five months in the 2004 period). This recovery produced significant increases in revenue from retail operations, duty-free operations, food and beverage operations and car rentals in the first nine months of 2005 as compared to the first nine months of 2004. The increase in non-aeronautical revenues was also attributable in part to an increase in the leasing of commercial space used for marketing and sales of time-share units.

Operating Results

Cost of Services

Costs of services decreased 2.1% in the first nine months of 2005 as compared to the first nine months of 2004, mainly as the result of a 25.9% decrease in other costs of services, which was offset in part by a 10.5% increase in utility costs (principally reflecting the increased electrical consumption associated with the expansion of our facilities pursuant to our master development programs) and minimal increases in each remaining component of cost of services. The decrease in other costs of services was principally attributable to amounts we recorded in our non-recoverable accounts equal to Ps. 16.7 million due to the failure by a third party to pay us amounts due under an agreement to operate the cargo facility at our Tijuana International Airport, and Ps. 6.3 million corresponding to amounts owed to us by Lineas Aereas Allegro, S.A. de C.V., an airline customer that became insolvent. As a percentage of total revenue, costs of services decreased from 28.3% of revenues in the first nine months of 2004 to 24.0% of revenues in the first nine months of 2005, due primarily to the increase in revenues. Cost of services per workload unit decreased 9.3% in the first nine months of 2005, compared to the first nine months of 2004. This change was largely the result of the implementation of improved cost controls, which enabled us to benefit from the increase in workload units.

Technical Assistance Fee and Concession Fee

Our technical assistance fee increased 21.9% to Ps. 68.4 million in the first nine months of 2005 compared to Ps. 56.1 million in the first nine months of 2004, due to our improved results of operations in the first nine months of 2005. Our government concession fee increased 15.6% from Ps. 82.1 million in the first nine months of 2004 to Ps. 94.9 million in the first nine months of 2005, reflecting the increase in our revenues in the 2005 period.

Depreciation and Amortization

The 10.0% increase in depreciation and amortization, from Ps. 413.0 million in the first nine months of 2004 to Ps. 454.5 million in the first nine months of 2005, was principally due to a 10.5% increase in amortization expense (from Ps. 341.8 million in the first nine months of 2004 to Ps. 377.8 million in the first nine months of 2005). The higher amortization expense in the 2005 period reflected the increase in the amortization rate of our concessions effective October 2004 and our

recovery in May 2004 of the long-term leases to operate commercial space at our Puerto Vallarta International Airport and our Guadalajara International Airport.

Income from Operations

Operating income increased 31.4% to Ps. 833.8 million in the first nine months of 2005, as compared to Ps. 634.6 million in the first nine months in 2004. This increase primarily reflected the proportionately larger increase in revenues relative to the increase in our operating costs. Our operating margin increased from 38.4% in the first nine months of 2004 to 43.7% in the first nine months of 2005.

On an airport-by-airport basis, the principal contributors to the increase in operating income in the first nine months of 2005 were Los Cabos (operating income increased 54.0% and operating margin increased from 54.3% to 63.0%), Puerto Vallarta (operating income increased 58.6% and operating margin increased from 44.7% to 54.5%), Tijuana (operating income increased 161.1% and operating margin increased from 10.2% to 24.8%) and Guadalajara (operating income increased 11.7% and operating margin increased from 46.1% to 47.8%). In the case of Los Cabos, this increase resulted largely from a 33.9% increase in terminal passenger volumes at that airport; in the case of Puerto Vallarta, the increase was mainly attributable to our recovery in May 2004 of the long-term lease to operate the commercial space at that airport; and, in the case of Tijuana, the increase was attributable principally to the decrease in our other costs of services, as described above.

Comprehensive Financing Result

Our net comprehensive financing result for the first nine months of 2005 generated income of Ps. 24.5 million, as compared to an expense of Ps. 1.8 million in the first nine months of 2004. This change resulted primarily from our investment during the first half of 2004 of significant amounts of cash in U.S.-dollar denominated, short-term investments in anticipation of making payment pursuant to our recovery of the rights to operate the leases at our Puerto Vallarta International Airport and our Guadalajara International Airport in May 2004, whereas in 2005 we have invested our cash in higher-yielding investments. The increase in our comprehensive financial result in the first nine months of 2005 also resulted from lower inflation in the first nine months of 2005, resulting in a lower loss from monetary position in that period.

Income Taxes, Employees Statutory Profit Sharing and Asset Tax

The provision for income taxes, employee statutory profit sharing and asset tax increased 10.9% in the first nine months of 2005, to Ps. 337.7 million from Ps. 304.5 million in the first nine months of 2004, principally due to the overall increase in our pre-tax income in the first nine months of 2005 as a result of the factors discussed above, and due partly to changes to the amortization rates applicable to our airport concessions for tax purposes, as described under "—Taxation." Our effective tax rate decreased from 47.8% in the first nine months of 2004 to 39.2% in the first nine months of 2005, reflecting an increase in our pre-tax income that was not matched by a proportionate increase in our tax provision, which was principally composed of asset tax liability (rather than income tax liability).

Net Income

Our consolidated net income increased 46.5% in the first nine months of 2005, to Ps. 521.2 million, from Ps. 355.9 million in the first nine months of 2004, reflecting the factors discussed above.

Results of operations for the year ended December 31, 2004 compared to the year
ended December 31, 2003

Revenues

Total revenues for 2004 were Ps. 2,190.4 million, 14.1% higher than the Ps. 1,920.1 million recognized in 2003, as a result of increases in both aeronautical and non-aeronautical revenue.

Aeronautical revenue increased 10.7% from 2003 to 2004, due primarily to a 6.6% increase in workload units, which reflected increases in passenger and cargo volume. This increase was also attributable to increases in our maximum rates for 2004 at our Bajio International Airport and our Puerto Vallarta International Airport, which was authorized by the Ministry of Communications and Transportation to account for our addition of three passenger walkways at our Bajio International Airport and our recovery of the lease at our Puerto Vallarta International Airport. Aeronautical revenue per workload unit in 2004 increased 3.8% as compared to 2003. In July 2003, we adjusted the specific prices we charge for various aeronautical services pursuant to the agreement we entered into that month with our principal airline customers. Under this agreement, those airlines agreed to increases in passenger charges in exchange for discounts in aircraft landing and parking charges. For a description of this agreement, see "Business—Principal Customers."

Non-aeronautical revenue increased 33.3% (an increase of 25.1% per terminal passenger) from 2003 to 2004, principally due to (a) the renegotiation in August 2003 of the contract governing the car parking facility at our Guadalajara International Airport (which contributed to a 30.1% increase in car parking revenues), (b) our recovery in May 2004 of the long-term leases to operate commercial space at our Puerto Vallarta International Airport and our Guadalajara International Airport, (c) our earning revenue for a full year from a new advertising agreement entered into in May 2003 covering all of our airports and (d) the change from fixed-fee-based to royalty-based agreements with operators of commercial areas in our terminals.

Operating Results

Cost of Services

Cost of services increased 8.6% from 2003 to 2004, mainly as a result of increases in various categories of expenses, including other expenses (from Ps. 79.4 million to Ps. 95.7 million), employee costs (from Ps. 257.7 million to Ps. 266.9 million), utilities (from Ps. 53.5 million to Ps. 61.8 million), security, safety and insurance (from Ps. 76.4 million to Ps. 84.0 million) and maintenance (from Ps. 94.6 million to Ps. 101.4 million). The increase in other expenses was attributable primarily to the renegotiation of the contract to operate the parking facility at our Guadalajara International Airport in mid-2003, pursuant to which we now directly earn revenue from users of the facility and pay a fixed fee to the operator of the facility to manage the facility. The increase in other expenses also corresponds to our recording an increase of Ps. 16.7 million in our non-recoverable accounts due to the failure by a third party to pay us amounts due under an agreement to operate the cargo facility at our Tijuana International Airport. In the past, the operator earned revenue from the facility and paid us a royalty. Our safety, security and insurance costs increased primarily due to our addition in July 2003 of terrorism coverage to one of our insurance policies. As a percentage of total revenues, cost of services decreased from 29.2% of revenues in 2003 to 27.8% of revenues in 2004. Cost of services per workload unit increased 1.9% in 2004. The relative stability of cost of services per workload unit generally (other than employee-insurance and other costs) reflected our implementation of aggressive cost control procedures, including more stringent budget controls and audit controls and the implementation of new purchasing policies.

Technical Assistance Fee and Concession Fee

Our technical assistance fee increased 17.1% to Ps. 75.5 million in 2004, as compared to Ps. 64.5 million in 2003, as a result of our improved operating income during 2004. Our government concession fee increased from Ps. 95.2 million in 2003 to Ps. 108.8 million in 2004, reflecting the increase in revenues in 2004.

Depreciation and Amortization

Our 6.9% increase in depreciation and amortization, from Ps. 519.0 million for 2003 to Ps. 554.7 million for 2004, was principally due to additions to fixed assets in 2004 resulting from investments made pursuant to our master development programs. The increase in amortization also reflected a change that we made in October 2004 to the amortization rates applicable to certain of our airports. This change resulted in a Ps. 10.3 million increase in amortization expense in 2004 as compared to 2003.

Income from Operations

Operating income increased 23.8% to Ps. 841.4 million in 2004, as compared to Ps. 679.8 million in 2003. This increase primarily reflected the 14.1% increase in our total revenues in 2004, which was offset in part by the proportionately smaller increase in total operating costs (8.8%). Our operating margin increased from 35.4% in 2003 to 38.4% in 2004, reflecting the proportionately greater increase in our revenues relative to the increase in our total operating costs.

On an airport-by-airport basis, the principal contributors to the increase in operating income in 2004 were our Guadalajara, Puerto Vallarta and Los Cabos International Airports. Operating income at our Tijuana International Airport declined by 30.7% in 2004, as compared to 2003, primarily due to an increase in operating costs at our Tijuana International Airport during 2004 attributable to (a) the failure by a third party to pay us amounts due under an agreement to operate the cargo facility at that airport, (b) increased cost of services associated with increasing the size of the terminal at that airport and (c) the lower specific prices we charged at that airport pursuant to the agreement with our principal airline customers entered into in July 2003.

Comprehensive Financing Result

Our net comprehensive financing result changed in 2004 to an expense of Ps. 14.3 million, as compared to income of Ps. 23.3 million in 2003. This decline resulted primarily from a 39.9% increase in losses from monetary position. In addition, foreign exchange gains declined 51.3% and interest income declined 6.4% in 2004. The increased loss from monetary position was principally the result of a higher net monetary asset position in 2004 (7.8% higher on a weighted average monthly basis) and higher inflation in 2004 (5.2% as compared to 4.0% in 2003). The decline in foreign exchange gains in 2004 resulted primarily from the lower depreciation of the value of the Mexican peso in 2004 (0.2%) as compared to 2003 (8.1%). The decrease in interest income mainly resulted from our allocation of a larger portion of our cash to U.S. dollar investments during the first half of 2004, which bore lower interest rates than the Mexican investments that we made during 2003, in anticipation of purchasing several long-term leases in 2004 and reduced interest income attributable to our shortening of the maturity of our investment portfolio in 2004 due to increased volatility in global financial markets. In 2004, our net comprehensive financing result included an expense of Ps. 1.1 million associated with a net loss from embedded derivatives. See note 3a to our audited financial statements.

Income Taxes, Employees Statutory Profit Sharing and Asset Tax

The provision for income taxes and employee statutory profit sharing and asset tax increased 17.9% in 2004, to Ps. 461.9 million, from Ps. 391.8 million in 2003. This increase was attributable primarily to a decrease made by the Mexican Government to our applicable income tax rate (to 28% through 2007), which resulted in a Ps. 61.8 million increase in our deferred income tax expense.

Net Income

Net income increased 24.4% in 2004, to Ps. 387.3 million, from Ps. 311.3 million for 2003, reflecting the factors described above. In 2004, our net income included a credit of Ps. 24.3 million reflecting the cumulative effect on prior years of the application of Bulletin C-10 (regarding embedded derivatives). See note 3a to our audited financial statements.

Results of operations for the year ended December 31, 2003 compared to the year ended December 31, 2002

Revenues

Total revenues in 2003 were Ps. 1,920.1 million, 11.5% higher than the Ps. 1,721.3 million recognized in 2002, due to increases in both aeronautical and non-aeronautical revenue.

Aeronautical revenue increased 7.0% from 2002 to 2003, principally reflecting a 6.5% increase in workload units. Aeronautical revenue per workload unit was Ps. 91.7 in 2003 and Ps. 91.3 in 2002. The mix of our aeronautical revenue (between passenger charges, aircraft landing and parking charges and other aeronautical charges) changed in 2003, as a result of our agreement in July 2003 with our principal airline customers. Reflecting the terms of this agreement, the 13.3% increase in revenues from passenger charges was offset in part by decreases of 12.1%, 17.0% and 4.1% in revenues from landing fees, aircraft parking fees and passenger walkway fees, respectively.

Revenues from non-aeronautical services increased 46.7% (an increase of 36.4% per terminal passenger) to Ps. 288.9 million in 2003, as compared to Ps. 197.0 million in 2002, primarily as a result of increases in revenue from car parking, leasing of space, advertising, food and beverage operations and retail and duty free operations. Our increase in revenues from non-aeronautical services in 2003 was also attributable in part to our recovery, effective November 2002, of the long-term lease to operate a substantial part of the commercial area at our Tijuana International Airport. Car parking revenue increased primarily due to the renegotiation in August 2003 of the contract governing the car parking facility at our Guadalajara International Airport and our earning revenue for a full year following our recovery of the right to operate the car parking facilities at six of our airports in August 2002. In addition, non-aeronautical revenue in 2003 increased due to (a) the opening of several new retail businesses at our airports, (b) the new advertising contract applicable to all of our airports that took effect in February 2003, (c) leasing of additional space to vacation time-share promoters in Puerto Vallarta since April 2003 and (d) the change from fixed-fee-based to royalty-based agreements with operators of commercial areas in our terminals.

Operating Results

Cost of Services

Cost of services increased 6.5% to Ps. 561.6 million in 2003, as compared to Ps. 527.5 million in 2002. This increase was primarily attributable to increases in other expenses and in safety, security and insurance costs. The Ps. 22.4 million increase in other expenses was attributable primarily to the renegotiation in August 2003 of the contract to operate the parking facility at our Guadalajara International Airport, pursuant to which we began paying a fee to the operator of the facility to manage the facility. Our safety, security and insurance costs increased Ps. 7.6 million primarily due to

our addition in January 2003 of terrorism coverage to our third party liability insurance policy and our purchase in August 2003 of a policy covering damages to our properties from terrorist acts.

These increased costs were offset in part by a 3.9% decrease in maintenance costs, reflecting our continued cost-control efforts. As a percentage of revenues, cost of services decreased modestly from 30.6% of revenues in 2002 to 29.2% of revenues in 2003. In addition, cost of services per workload unit declined 0.1% in 2003 as compared to 2002.

Technical Assistance Fee and Concession Fee

Our technical assistance fee increased 13.1% to Ps. 64.5 million in 2003, as compared to Ps. 57.0 million in 2002, due to our improved operating results in 2003. Our government concession fee increased from Ps. 84.9 million in 2002 to Ps. 95.2 million in 2003, reflecting the increase in our revenues in 2003.

Depreciation and Amortization

Depreciation and amortization costs increased 5.0% to Ps. 519.0 million in 2003, as compared to Ps. 494.2 million in 2002. This increase was mainly the result of an increase in our property, plant and equipment reflecting the investments made pursuant to our master development programs.

Income from Operations

Operating income increased 21.9% to Ps. 679.8 million in 2003, as compared to Ps. 557.7 million in 2002. This increase was primarily attributable to the 11.5% increase in total revenues during 2003, which was offset in part by the 6.6% increase in total operating costs during the period, to Ps. 1,240.3 million from Ps. 1,163.6 million. Our operating margin increased from 32.4% in 2002 to 35.4% in 2003.

On an airport-by-airport basis, the principal contributors to the increase in operating income in 2003 were our Guadalajara International Airport and our Los Cabos International Airport. Our Tijuana International Airport and our Bajio International Airport also had significant increases in operating income of 32.7% and 28.2%, respectively. At our Guadalajara International Airport, our renegotiation in August 2003 of the contract governing the car parking facility at that airport contributed significantly to the increase in operating income. Our recovery of the long-term lease relating to the commercial space at our Tijuana International Airport improved that airport's operating margin in 2003. Recovery of the parking facilities at our Aguascalientes, Hermosillo, Los Mochis, Mexicali, Puerto Vallarta and Los Cabos International Airports during 2002 also increased revenues at these airports for the full year 2003, which favorably affected their operating margins.

Comprehensive Financing Result

Our net comprehensive financing result in 2003 yielded income of Ps. 23.3 million, as compared to income of Ps. 31.6 million in 2002. This 26.3% decline in income from our comprehensive financing result in 2003 was attributable primarily to a decrease in our cash balances in 2003, which reflected our payment of a Ps. 269.9 million cash dividend in July 2003 (in contrast to our nonpayment of dividends in 2002) and our payment of Ps. 63.6 million to the Mexican Airport and Auxiliary Services Agency, described below under "Other (Expense) Income." Lower interest rates in 2003 also contributed to the decrease in interest income. In addition, the relatively smaller depreciation of the peso as compared to the U.S. dollar in 2003 resulted in a 35.0% decline in foreign exchange gains, from Ps. 28.5 million in 2002 to Ps. 18.5 million in 2003. These sources of reduced income were offset in part by a lower loss from monetary position, which decreased from Ps. 73.8 million in 2002 to Ps. 57.5 million in 2003, reflecting lower inflation in 2003.

Other (Expense) Income

We had other expense of Ps. 55.3 million in 2002 as compared to nominal other expense in 2003. Our other expense in 2002 reflected Ps. 63.6 million in administrative service fees paid to the Mexican Airport and Auxiliary Services Agency to settle a dispute regarding fees owed to them during the transition period in 1999 when management of our business was transferred from the Mexican government to our strategic stockholder. This fee was offset in part by miscellaneous other income of Ps. 8.3 million in 2002. For a description of this dispute see "Business—Legal Proceedings—Deductibility of certain payments to the Mexican Airport and Auxiliary Services Agency."

Income Taxes, Employee Statutory Profit Sharing and Asset Tax

The provision for income taxes, employee statutory profit sharing and asset tax increased 28.0% to Ps. 391.8 million in 2003 from Ps. 306.1 million in 2002, primarily due to a higher asset tax liability (reflecting the tax planning strategy described in the following paragraph) and, to a lesser extent, higher income tax liability in 2003 as compared to 2002. Our effective tax rate was 57.3% and 55.7% in 2002 and 2003, respectively, reflecting our substantial asset tax liability in each year.

We pursued a tax planning strategy aimed at reducing our asset tax provision in 2002. This resulted in a Ps. 76.9 million (nominal pesos) decrease in our tax provision for that year. This strategy reduced our tax provision in 2002 and resulted in our recording an asset for recoverable income tax. For a discussion of certain risks relating to the possible write-off of this asset, see "Risk Factors—Risks Related to Our Operations—We may be required write off an income tax refund that we have recorded as an asset on our balance sheet."

Net Income

Net income increased 36.6% from Ps. 227.9 million in 2002 to Ps. 311.3 million in 2003, reflecting the factors described above.

Liquidity and Capital Resources

Historically, our operations have been funded through cash flow from operations, and we have not incurred any significant indebtedness. The cash flow generated from our operations has generally been used to fund operating costs and capital expenditures, including expenditures under our master development programs, and the excess of our cash flow has been added to our accumulated cash balances. In addition, in 2003, 2004 and 2005, we used Ps. 269.9 million, Ps. 283.8 million and Ps. 1,039.6 million, respectively, of our cash balances for the payment of dividends. At December 31, 2004 and September 30, 2005, we had Ps. 1,188.9 million and Ps. 868.8 million, respectively, of cash and temporary investments. This decrease principally reflected the payment of dividends in May and June of 2005. We believe our working capital and resources expected to be generated from operations will be sufficient to meet our present requirements.

On May 4, 2005, a dividend payment of Ps. 595 million (constant pesos) was made. Another dividend payment, in the amount of Ps. 444 million (constant pesos), was made on June 3, 2005.

In the first nine months of 2005, we generated Ps.973.0 million from operating activities, as compared to Ps. 818.5 million in the first nine months of 2004, principally reflecting the improvement in our income from operations discussed above under "—Nine Months Ended September 30, 2005 Compared to Nine Months Ended September 30, 2004—Operating Results."

In 2004, we generated Ps. 1,166.8 million in resources from operating activities, principally reflecting the sum of our net income, depreciation and amortization, deferred income tax and the change in our working capital. On June 1, 2004, we paid Ps. 417.3 million (U.S. $34.4 million at the then-applicable exchange rate), representing Ps. 409.9 million in cash and assumption of liabilities of Ps.

7.4 million, to recover the leases to operate the most lucrative commercial areas in our Guadalajara International Airport and our Puerto Vallarta International Airport in addition to passenger walkways and other sources of aeronautical revenues at our Puerto Vallarta International Airport.

In 2003, we generated Ps. 571.5 million in resources from operating activities, principally reflecting the sum of our net income, depreciation and amortization, deferred income tax and the change in our working capital. This result also reflected a Ps. 213.1 million increase in trade accounts receivable attributable to the renegotiation of payment terms related to passenger charges with our principal airline customers in July 2003. Our resources used in financing activities were Ps. 269.9 million, reflecting payment of dividends. Our resources used in investing activities were Ps. 313.4 million.

In 2002, we generated Ps. 644.1 million in resources from operating activities, principally reflecting the sum of our net income, depreciation and amortization and deferred income tax. Our resources used in financing activities were Ps. 84.2 million, which corresponded to an income tax payment in that amount that we have recorded as an asset on our balance sheet because we believe we are entitled to a refund. Our resources used in investing activities were Ps. 504.2 million. This amount includes U.S. $1.5 million used to repurchase the right to operate the most lucrative commercial space in Tijuana International Airport, which previously was operated by a third party under a long-term lease.

We will not receive any proceeds from the global offering.

Our airport subsidiaries have entered into a committed credit line with Scotiabank Inverlat, S.A. in order to secure surety bonds that we may be required to post to challenge property-tax claims by the municipalities where our airports operate. See "Business—Legal Proceedings—Property tax claims by certain municipalities." This credit line provides for the issuance of letters of credit up to an aggregate amount of Ps. 300 million. In the event a letter of credit is drawn down and the amount drawn down remains unpaid for more than one business day, the outstanding balance will accrue interest at two times the Mexican interbank rate. Until the credit line expires in 2009, our airport subsidiaries are subject to certain financial covenants, including, among others, the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders' equity less intangible assets (including our concessions) and reserves for inflationary effects, in each case under Mexican GAAP) of at least Ps. 2.1 billion, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letters of credit and (iii) earn consolidated annual EBITDA of at least Ps. 1.0 billion. We expect a letter of credit of approximately U.S.$14 million to be issued in the near future under this credit line with respect to our Tijuana airport.

Under the terms of our concessions, each of our subsidiary concession holders is required to present a master development program for approval by the Ministry of Communications and Transportation every five years. Each master development program includes investment commitments (including capital expenditures and improvements) applicable to us as concession holder for the succeeding five-year period. Once approved by the Ministry of Communications and Transportation, these commitments become binding obligations under the terms of our concessions. In December 2004, the Ministry of Communications and Transportation approved our master development programs for each of our airports for the 2005 to 2009 period. These 5-year programs will be in effect from January 1, 2005 until December 31, 2009.

We believe we have complied with the investment obligations set forth in our master development programs for each of our airports for the 2000 to 2004 period. Although these programs initially established our investment obligations on an annual basis at each airport, in 2003 the Ministry of Communications and Transportation conducted a review of our compliance with the obligations under our 2000-2004 master development programs through that date and the Ministry of Communications and Transportation amended these 2000-2004 programs to provide for a single committed investment amount for each airport from 2000 to 2004. We expect that the Ministry of Communications and Transportation will formally determine during the first six months of 2006 whether we complied with

our obligations for the 2000 to 2004 period. If the Ministry of Communications and Transportation determines that we did not comply with our obligations under each of our master development programs, we may be subject to sanctions.

The following tables set forth our historical committed investments and capital expenditures for the periods indicated. Our capital expenditures have not historically been equal to our committed investments and generally have exceeded the amounts required to be invested by us pursuant to our master development programs, due to capital expenditures we are required to make beyond the minimum amounts in our master development programs. In addition, our master development programs include some commitments, such as baggage screening-related commitments, that are expensed rather than capitalized; thus not all of our committed investments will constitute capital expenditures.

The following table sets forth our historical committed investments for each airport from 2000 to 2004 under our master development programs.

Historical Committed Investments Under Master Development Programs

Airport		2000 to 2004
		(thousands of pesos)
Guadalajara		Ps.	393,268
Tijuana			286,072
Puerto Vallarta			133,238
Los Cabos			105,295
Hermosillo			69,642
Bajio			78,370
Morelia			76,744
La Paz			98,710
Aguascalientes			38,639
Mexicali			47,977
Los Mochis			31,423
Manzanillo			66,297

	Total	Ps.	1,425,678

The following table sets forth our historical capital expenditures, which reflect our actual expenditures (as compared to our committed investments, which are presented above) by airport for the years indicated. The substantial majority of these investments were made under the terms of our current master development programs.

Historical Capital Expenditures by Airport

		Year ended December 31,						Nine months ended September 30,
		2002		2003		2004		2004		2005
		(thousands of pesos)
Guadalajara		Ps.	101,088	Ps.	113,359	Ps.	243,295	Ps.	207,987	Ps.	77,659
Tijuana			106,003		102,929		13,524		7,007		16,045
Puerto Vallarta			41,750		17,947		327,753		330,628		76,687
Los Cabos			28,853		3,697		2,336		1,674		9,067
Hermosillo			23,204		7,276		13,837		7,017		18,807
Bajio			45,111		22,272		39,336		27,223		9,558
Morelia			38,509		15,292		6,228		1,360		9,228
La Paz			56,135		19,349		6,461		4,739		11,338
Aguascalientes			10,010		2,963		18,166		12,686		7,457
Mexicali			24,565		1,274		27,026		1,648		18,358
Los Mochis			7,321		1,174		8,749		2,503		10,743
Manzanillo			17,938		1,950		2,765		1,903		4,029
Other			3,742		3,872		13,035		8,562		5,066

	Total	Ps.	504,229	Ps.	313,354	Ps.	722,511	Ps.	614,937	Ps.	274,042

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

Historical Capital Expenditures by Type

		Year ended December 31,						Nine months ended September 30,
		2002		2003		2004		2004		2005
		(thousands of pesos)
Terminals		Ps.	144,772	Ps.	155,824	Ps.	140,022	Ps.	81,503	Ps.	129,934
Runways and aprons			153,108		57,965		77,612		51,625		76,038
Acquisition of long-term leases ⁽¹⁾			23,809		0		417,293		424,470		0
Machinery and equipment			119,978		33,366		17,090		12,431		20,994
Other			62,562		66,199		70,493		44,908		47,076

	Total	Ps.	504,229	Ps.	313,354	Ps.	722,511	Ps.	614,937	Ps.	274,042

⁽¹⁾: For 2005, reflects restated amount using the Mexican Consumer Price Index, as reported by the Mexican Central Bank, which increased 1.7% from 112.550 on December 31, 2004, to 114.484 on September 30, 2005.

Our capital expenditures from 2002 through 2004 were allocated to the following types of investments at the majority of our airports:

•: 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.
•: 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 handicap services and remodeling our restrooms.
•: Runways, access roads and aircraft parking . We improved the lighting systems on our runways and access roads, expanded our aircraft parking areas, and made improvements and renovations to the fences on the outlying areas of our properties subject to our concessions.
•: Utility-related infrastructure . We installed sewage treatment plants and systems at several of our airports, improved our drainage systems, and installed underground electric wiring systems at several of our airports.

The following table sets forth our estimated committed investments for each airport for 2005 through 2009 under our master development programs. These amounts are based on investment commitments approved by the Ministry of Communications and Transportation and have been adjusted by us to take into consideration increases in petroleum and steel prices since the Ministry's approval. We are required to comply with the investment obligations under these programs on a year-by-year basis. For a discussion of the regulations applicable to our compliance with our master development programs, see "Regulatory Framework—Master Development Programs."

Estimated Committed Investments by Airport ⁽¹⁾

		Year ended December 31,
		2005		2006		2007		2008		2009		Total 2005-2009
		(thousands of pesos) ⁽²⁾
Guadalajara		Ps.	221,029	Ps.	162,231	Ps.	182,321	Ps.	156,512	Ps.	26,719	Ps.	748,812
Tijuana			73,242		29,178		24,668		51,270		58,659		237,017
Puerto Vallarta			142,267		78,483		62,249		22,812		19,774		325,584
Los Cabos			54,501		173,097		88,196		10,486		8,213		334,494
Hermosillo			51,656		44,820		14,578		22,912		47,906		181,871
Bajio			38,032		21,368		14,563		34,424		29,316		137,703
Morelia			43,038		24,714		8,166		10,212		35,389		121,519
La Paz			40,906		20,359		9,119		13,903		20,637		104,925
Aguascalientes			16,157		9,178		7,794		16,798		29,861		79,788
Mexicali			65,763		17,603		14,362		17,573		16,487		131,788
Los Mochis			16,308		11,630		8,682		14,687		11,216		62,523
Manzanillo			34,888		25,214		11,917		10,807		16,027		98,854

	Total	Ps.	797,786	Ps.	617,876	Ps.	446,615	Ps.	382,397	Ps.	320,204	Ps.	2,564,878

⁽¹⁾: Includes expected investments required to be made by us for certain security and baggage screening equipment. In September 2005, we initiated discussions with the General Office of Civil Aviation regarding the possible modification of the master development programs to provide for a change in the equipment used for screening checked baggage. If these modifications are approved, the investment amounts, by year, for the 12 airports we operate, are expected to be affected as follows: a reduction of Ps. 339,667,000 in 2005, an increase of Ps. 554,879,600 in 2006 and increases of Ps. 13,666,400 in each of 2007, and 2008 and 2009 (for a total net increase of Ps. 256,211,800 over five years).
⁽²⁾: Figures expressed in constant pesos as of December 31, 2003, in each case restated at December 31, 2004 based on the Mexican production, merchandise and construction price index ( Indice Nacional de Precios a la Produccion, Mercancias y Servicios Finales, Sector Secundario Construccion ) for 2004, which is the index that the Ministry of Communications and Transportation directed us to apply in restating those values as of December 31, 2004. We have submitted a formal request to the Ministry of Communications and Transportation seeking confirmation that the correct index to be applied to update the amounts set forth in our master development programs is instead the Mexican producer price index ( Indice Nacional de Precios a la Produccion ). Should the Ministry of Communications and Transportation approve our request, each of the figures set forth in the table above would be reduced by approximately 6%.

The following table sets forth our estimated committed investments for 2005 through 2009 by type of investment:

Estimated Committed Investments by Type ⁽¹⁾

		Year ended December 31,
		2005		2006		2007		2008		2009		Total 2005-2009
		(thousands of pesos) ⁽²⁾
Terminals		Ps.	172,537	Ps.	97,013	Ps.	138,837	Ps.	122,186	Ps.	42,277	Ps.	572,849
Runways and aprons			154,424		346,021		169,043		149,032		180,045		998,565
Machinery and equipment			52,483		36,853		11,562		11,011		8,387		120,296
Baggage screening system—investments			333,224		0		0		0		0		333,224
Baggage screening system—ongoing expenses			20,358		64,042		64,042		64,042		64,042		276,526
Other			64,761		73,947		63,131		36,126		25,453		263,418

	Total	Ps.	797,786	Ps.	617,876	Ps.	446,615	Ps.	382,397	Ps.	320,204	Ps.	2,564,878

⁽¹⁾: Includes expected investments required to be made by us for certain security and baggage screening equipment. In September 2005, we initiated discussions with the General Office of Civil Aviation regarding the possible modification of the master development programs to provide for a change in the equipment used for screening checked baggage. If these modifications are approved, the investment amounts, by year, for the 12 airports we operate, are expected to be affected as follows: a reduction of Ps. 339,667,000 in 2005, an increase of Ps. 554,879,600 in 2006 and increases of Ps. 13,666,400 in each of 2007, and 2008 and 2009 (for a total net increase of Ps. 256,211,800 over five years).
⁽²⁾: Figures expressed in constant pesos as of December 31, 2003, in each case restated at December 31, 2004 based on the Mexican production, merchandise and construction price index ( Indice Nacional de Precios a la Produccion, Mercancias y Servicios Finales, Sector Secundario Construccion ) for 2004, which is the index that the Ministry of Communications and Transportation directed us to apply in restating those values as of December 31, 2004. We have submitted a formal request to the Ministry of Communications and Transportation seeking confirmation that the correct index to be applied to update the amounts set forth in our master development programs is instead the Mexican producer price index ( Indice Nacional de Precios a la Produccion ). Should the Ministry of Communications and Transportation approve our request, each of the figures set forth in the table above would be reduced by approximately 6%.

We expect to fund our operations and capital expenditures in the short-term and long-term through cash flow from operations, although we may incur indebtedness from time to time. We expect to allocate a majority of our investments for the period 2005 through 2009 to our five largest airports. In particular, a portion of our investments will be dedicated to expanding and remodeling the terminals where we recently acquired the rights to exploit certain commercial areas from former holders of long-term leases at our Guadalajara and Puerto Vallarta International Airports.

whether or not the owner of the baggage is present, if the equipment signals the potential presence of prohibited items. Although airlines, rather than holders of airport concessions, are responsible under Mexican law for baggage screening, in order to comply with the new policy we will be required to purchase, install and operate the new equipment and to conduct manual searches as necessary, which could increase our exposure to liability.

While we anticipate that the Federal Government will permit us to offset the cost of acquiring any required new screening equipment through increases in our maximum rates, we cannot currently estimate the cost to us of compliance with the new screening guidelines. We could be required to undertake significant capital expenditures and ongoing expenses to comply with these requirements, which could restrict our liquidity and adversely affect our operating results.

Critical Accounting Policies

We prepare our consolidated financial statements in conformity with accounting principles generally accepted in Mexico. 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 our 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 audited consolidated financial statements. We believe our most critical accounting policies that result in the application of estimates and/or judgments are the following:

Recoverable Income Tax

As part of a tax planning strategy that we implemented in 2002 following the recommendation of our tax advisors, we recorded a recoverable income tax asset in the amount of Ps. 76.9 million (nominal pesos) as of December 31, 2002 in our financial statements as permitted by Mexican GAAP for the recovery of income taxes paid on the distribution of dividends. In July 2003, we requested that the Mexican tax authorities confirm the criteria under which we are claiming this refund and this request was rejected. We have since initiated proceedings before the Mexican tax court seeking to have our refund claims adjudicated in our favor. For a further discussion of this asset, see Note 14 to our audited year-end financial statements and Note 13 to our interim audited financial statements for the nine-month period ended September 30, 2005. Although this receivable may be recognized under Mexican GAAP, under U.S. GAAP the recoverable income tax asset is considered a gain contingency, the recognition of which is not permitted until recovery is assured beyond a reasonable doubt.

In the case of our Tijuana International Airport, the Mexican tax authorities fined us Ps. 19.1 million (nominal pesos) in May 2005 based on a finding that our refund request relating to this airport is unfounded. We paid the fine in order to obtain a discount on the fine (which was reduced to Ps. 11.4 million) and avoid accruing interest and inflation adjustments while we contest the fine. If we are successful in having the fine annulled, we would recover the amount of the fine plus interest and inflation adjustments. We have recorded the expected refund as an asset in our financial statements for the nine months ended September 30, 2005, as we do not believe there is any legal basis for the fine. Although this receivable may be recognized under Mexican GAAP, under U.S. GAAP, this asset is considered a gain contingency, the recognition of which is not permitted until recovery is assured beyond a reasonable doubt.

There can be no assurance that we will be successful in our claims with respect to the tax refund. If these claims are not decided in our favor, we may be required to write off the remaining asset we have recorded in respect of the anticipated refund, as well as any related fines we have paid. At September 30, 2005, the aggregate amount of these assets was approximately Ps. 88.3 million (nominal pesos).

Income Taxes

In conformity with Bulletin D-4, Accounting for Income Tax, Asset Tax and Employee Statutory Profit Sharing , of Mexican GAAP, we recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities. At December 31, 2004, we recorded, within the long-term deferred income tax asset, an estimated amount of recoverable asset tax paid, based on financial projections that show that we will recover, within the permitted 10-year recovery period, the excess of asset tax over income tax relating to our Bajio, Guadalajara, Hermosillo and Los Cabos International Airports. 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 2005, we elected to modify our tax amortization rates on our airport concessions and rights to use airport facilities, increasing the rate at eight of our twelve airports. As a result of the change in tax amortization rates as well as based on estimated projections of future taxable income, we reversed our valuation allowance related to recoverable asset tax paid at two additional airports, our Puerto Vallarta International Airport and our Morelia International Airport, for an aggregate of Ps. 50.1 million (nominal pesos) and recorded an additional reserve at the Hermosillo International Airport for Ps. 15.6 million (nominal pesos). If these estimates and related assumptions change in the future, we may be required to make additional adjustments to our deferred tax assets, which may result in additional income tax expense.

Impairment in the Value of Long-Lived Assets

We must test for impairment when indicators of potential impairment in the carrying amount of tangible and intangible long-lived assets in use exist, unless there is conclusive evidence that the indicators of impairment are temporary. An impairment is recorded when the carrying amount of long-lived assets exceeds the greater of the present value of future net cash flows provided by the assets on the net sales price upon disposal. Present value of future net cash flows is based on management's projections of future operations, discounted using current interest rates. Our evaluations throughout the year and up to the date of this filing did not reveal any impairment of tangible and intangible long-lived assets. We can give no assurance that our evaluations will not change as a result of new information or developments which may change our future projections of net cash flows or the related discount rates and result in future impairment charges.

Principal Differences Between Mexican GAAP and U.S. GAAP

Our consolidated financial statements are prepared in accordance with Mexican GAAP, which differs in certain respects from U.S. GAAP. See Note 22 to our audited consolidated financial statements for the years ended December 31, 2004, 2003 and 2002 and Note 21 to our audited interim financial statements for the nine-month period ended September 30, 2005. Consolidated net income (loss) under U.S. GAAP was Ps. 513.2 million and (Ps. 115.9) million for the years ended December 31, 2003 and 2004, respectively, and Ps. 679.3 million and Ps. 475.0 million for the nine-month periods ended September 30, 2005 and 2004, respectively.

The principal differences between Mexican GAAP 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 recognition of the fair value of embedded derivatives, the treatment of AMP's option and portion of shares held in trust, which are forfeitable, and the effects of these adjustments on deferred income taxes. Each of these differences affects both consolidated net income and stockholders' equity. See Note 22 to our audited year-end consolidated financial statements and Note 21 to our audited interim financial statements for the nine-month period ended September 30, 2005 for a discussion of these differences and the effect on our consolidated 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
Contractual Obligations		Total		Less than 1 year ⁽⁴⁾		1-3 years		3-5 years		More than 5 years
		(in millions of pesos)
Master Development Programs ⁽¹⁾		Ps.	2,273.8	Ps.	740.6	Ps.	924.2	Ps.	609.0	Ps.	N/A	⁽⁵⁾
Purchase Obligations ⁽²⁾			663.8		62.2		197.0		231.7		172.8
Operating Lease Obligations ⁽³⁾			6.3		2.1		4.2		0.0		0.0

	Total	Ps.	2,943.9	Ps.	804.9	Ps.	1,125.4	Ps.	840.7	Ps.	172.8

⁽¹⁾: Includes expected investments required to be made by us for certain security and baggage screening equipment. Figures expressed in constant pesos as of December 31, 2003, in each case restated at December 31, 2004 based on the Mexican production, merchandise and construction price index ( Indice Nacional de Precios a la Produccion, Mercancias y Servicios Finales, Sector Secundario Construccion ) for 2004, which is the index that the Ministry of Communications and Transportation directed us to apply in restating those values as of December 31, 2004. We have submitted a formal request to the Ministry of Communications and Transportation seeking confirmation that the correct index to be applied to update the amounts set forth in our master development programs is instead the Mexican producer price index ( Indice Nacional de Precios a la Produccion ). Should the Ministry of Communications and Transportation approve our request, each of the figures set forth in the table above would be reduced by approximately 6%.
⁽²⁾: Reflects minimum fixed annual payment of U.S. $4.0 million required to be paid under our technical assistance agreement, assuming an average exchange rate of Ps. 13.65 per U.S. dollar and an annual U.S. inflation rate of 2.7%. The amount ultimately to be paid in any year will depend on our profitability.
⁽³⁾: Includes leasing of buildings and vehicles.
⁽⁴⁾: Amount for less than one year corresponds to obligations for the remainder of 2005.
⁽⁵⁾: In year five of the master development programs, a negotiation will take place with the Ministry of Communications and Transportation to determine the new master development program commitments for the subsequent five-year period.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in currency exchange rates.

Foreign Currency Risk

Our principal exchange rate risk involves changes in the value of the peso relative to the dollar. Historically, a significant portion of the revenues generated by our airports (principally derived from passenger charges for international passengers and certain operating leases for commercial space) 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 2002, 2003, 2004 and the first nine months of 2005, approximately 24.2%, 25.2%, 29.3% and 33.2%, respectively, of our consolidated revenues were derived from passenger charges from 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).

We did not have any material foreign currency denominated indebtedness at December 31, 2002, 2003 and 2004. As of December 31, 2002, 2003, 2004 and the first nine months of 2005, 20.5%, 63.2%, 20.6% and 22.1%, respectively, of our cash and temporary investments were denominated in dollars. In the event that we incur foreign currency denominated indebtedness in the future, decreases in the value of the peso relative to the U.S. dollar will increase the cost in pesos of servicing such indebtedness. A depreciation of the peso relative to the dollar would also result in foreign exchange losses as the peso value of our foreign currency denominated indebtedness is increased. At December 31, 2002, 2003 and 2004, and at September 30, 2005, we did not have any outstanding forward foreign exchange contracts.

For a discussion of the effects of devaluation and inflation on our results of operations, see "—Effects of Devaluation and Inflation."

New Accounting Pronouncements

Mexican GAAP

Beginning January 1, 2003, we adopted the provisions of new Bulletin C-8, Intangible Assets (C-8), which establishes that project development costs should be capitalized if they fulfill the criteria established for recognition as assets; preoperating costs that are not considered development costs should be recorded as a period expense; and intangible assets considered to have indefinite useful lives are not amortized, but instead are subject to impairment tests. The unamortized balance of capitalized preoperating costs up to December 31, 2002, under the former C-8, will continue to be amortized according to the provisions of that Bulletin. The adoption of C-8 did not have a significant effect on our consolidated financial position or results of operations.

Beginning January 1, 2003, we adopted the provisions of new Bulletin C-9, Liabilities, Provisions, Contingent Assets and Liabilities and Commitments (C-9), which establishes additional guidelines clarifying the accounting for provisions, accruals and contingent liabilities, and establishes new standards for the use of present value techniques to measure liabilities and accounting for the early settlement or substitution of obligations. The adoption of C-9 did not have a significant effect on our consolidated financial position or results of operations.

Beginning January 1, 2004, we early adopted the provisions of Bulletin C-10, Derivative Instruments and Hedging Activities (C-10). C-10 establishes, among other things, the criteria to determine whether embedded derivatives should be segregated and, if so, required that they be stated at fair value, thus resulting in the recognition of an asset or liability with a corresponding credit or debit to current earnings, respectively, unless such instruments are designated as hedging instruments. Changes to the fair value of embedded derivative instruments in subsequent years should also be recognized in the respective years' earnings.

C-10 also establishes the conditions that must be met for an instrument to be considered as a derivative, and revises and adds definitions. It also includes rules regarding the elements involved in hedging activities, including the formal documentation at the inception of each hedge and measurement of its effectiveness during its term, among other things. If an instrument is designated as a hedging instrument, C-10 classifies hedges into three categories: a) fair value hedges; b) cash flow hedges; and c) foreign currency hedges, and provides specific rules by type of hedge, for their valuation, recognition, presentation and disclosure. For fair value hedges, any variances in the fair value, both of the derivative and the underlying, must be reflected in current earnings when such variances occur; for cash flow hedges, the effective portion of fair value variances must be recognized in other comprehensive income as a component of stockholders' equity, while the ineffective portion must affect current earnings; for

foreign currency hedges, recognition of change in fair values should be treated in the same manner as fair value hedges or cash flow hedges, as described above, depending on the nature of the instruments.

As a result of the early adoption of C-10, we identified embedded derivatives for those lease agreements it has entered into for the rental of commercial airport space which stipulate monthly rental payments in U.S. dollars. As the U.S. dollar is not the functional currency either of us or the tenant, an embedded derivative results. The effect of the early adoption of C-10 was the recognition of an embedded derivative asset of Ps. 36,331 and a related deferred tax liability of Ps. 11,989 at January 1, 2004.

Beginning January 1, 2004, we adopted the provisions of Bulletin C-15, Accounting for the Impairment and Disposal of Long-lived Assets (C-15), which establishes, among other things, new rules to calculate and recognize impairment losses and their reversal. When there are indicators of impairment of long-lived assets in use, tangible and intangible, including goodwill, and such impairment is not temporary, entities must evaluate possible impairment losses. To calculate impairment losses, recovery value must be determined, which is now defined as the greater of the net selling price of a cash-generating unit and its value in use, represented by the present value of future net cash flows, using an appropriate discount rate. The adoption of this new Bulletin as of January 1, 2004, did not have a significant effect on our consolidated financial position or results of operations.

On January 1, 2005, we adopted Bulletin B-7, Business Acquisitions (B-7). B-7 provides updated rules for the accounting treatment of business acquisitions and investments in associated entities. It establishes, among other things; the adoption of the purchase method as the only accounting method for business combinations; it eliminates the amortization of goodwill, which is now subject to impairment rules; it establishes rules for the accounting treatment of asset transfers or share exchange among entities under common control as well as for the acquisition of minority interest based on the provisions of Bulletin B-8, Consolidated and Combined Financial Statements and Valuation of Permanent Investments in Shares. The adoption of this Bulletin did not have significant effects on our consolidated financial position or results of operations.

On January 1, 2005, we adopted revised Bulletin C-2, Financial Instruments (Revised C-2). Revised C-2 establishes that any variances in the fair value of financial instruments classified as available for sale must be recognized in other comprehensive income and reclassified to current earnings upon sale of such instruments; revised C-2 includes the possibility of making transfers among some of the categories under which financial instruments are classified, provided that conditions and rules for their accounting recognition are met. It also extends the applicability of impairment rules to financial instruments available for sale and provides more precise rules for their recognition. The adoption of this revised bulletin did not have significant effects on our consolidated financial position or results of operations.

On January 1, 2005, we adopted revised Bulletin D-3, Labor Obligations (Revised D-3), which replaces the concept of unforeseen severance payments that are recognized in earnings of the period in which the payment decision is made, with that of "Severance payments at the end of the work relationship", defined as payments granted to employees when they conclude their labor relationship before reaching retirement age, for which the valuation and disclosure rules applicable to pension and seniority premium payments must be followed. The adoption of this revised bulletin did not have significant effects on the our consolidated financial position or results of operations.

U.S. GAAP

In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). In December 2003, FIN 46 was replaced by FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN 46(R)). FIN 46(R) clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial

Statements , to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46(R) requires an enterprise to consolidate a variable interest entity if that enterprise will absorb a majority of the entity's expected losses, is entitled to receive a majority of the entity's expected residual returns, or both. For the purpose of analyzing investments in potential variable interest entities formed after January 31, 2003, we have applied the provision of FIN 46 and FIN 46(R) as of January 1, 2004. For the purpose of analyzing potential variable interests in variable interest entities previously defined as Special Purpose Entities (SPE's) created before February 1, 2003, we have applied the provision of FIN 46 and FIN 46(R) for the period beginning January 1, 2004. We have also applied the provisions of FIN 46 and FIN 46(R) in determining whether we hold potential interests in variable interest entities not previously defined as SPE's for the period ending December 31, 2004. The adoption of FIN 46(R) did not have a material impact on our consolidated financial position, results of operations or cash flows.

On January 1, 2004, we adopted Statement of Financial Accounting Standards (SFAS) No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity (SFAS No. 150). SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and requires that certain financial instruments be classified as liabilities that were previously considered equity. The provisions of SFAS No. 150 were effective for financial instruments entered into or modified after May 31, 2003. For pre-existing instruments, we adopted SFAS No. 150 on January 1, 2004. The adoption of SFAS No. 150 did not have a material impact on our financial position, results of operations or cash flows.

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), Share-Based Payments or SFAS No. 123(R). This statement eliminates the option to apply the intrinsic value measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees to stock compensation awards issued to employees. Rather, SFAS No. 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award—the requisite service period (usually the vesting period). SFAS No. 123(R) applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. SFAS No. 123(R) will be effective for our fiscal year ending December 31, 2006. We do not believe the effect of the future adoption of SFAS No. 123(R) will have a material impact on its financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, Exchange of Nonmonetary Assets—an amendment of APB Opinion No. 29 or SFAS No. 153, which amends APB Opinion No. 29, Accounting for Nonmonetary Transactions to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring after January 1, 2006. We do not anticipate that the adoption of this statement will have a material effect on its financial position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS No. 154). SFAS No. 154 requires retrospective application to prior periods' financial statements of changes in accounting principles, unless impracticable. "Retrospective application" is defined as the application of a different accounting principle to prior accounting periods as if that principle had always been used and "restatement" is redefined as the revising of previously issued financial statements to reflect the correction of an error. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. The new standard is effective for accounting

changes and corrections of errors made in fiscal years beginning after December 15, 2005. We will adopt the provisions of SFAS No. 154, as applicable, beginning January 1, 2006 and do not anticipate that the adoption of this standard will have a material effect on our consolidated financial position, results of operations or cash flows.

At the September 29 and 30, 2004 and November 17 and 18, 2004 Emerging Issues Task Force ("EITF" or the "Task Force") meetings, the Task Force discussed EITF 04-10, Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds (EITF 04-10). EITF 04-10 concludes that a company, when determining if operating segments that do not meet the quantitative thresholds of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS No. 131) should be aggregated, may aggregate such operating segments only if aggregation is consistent with the objective and basic principle of SFAS No. 131, that the operating segments have similar economic characteristics and share a majority of the aggregation criteria listed in (a) through (e) of paragraph 17 of SFAS No. 131. The consensus in EITF 04-10 should be applied for fiscal years ending after September 15, 2005. We do not anticipate that the application of this consensus will affect the presentation or aggregation of our operating segments.

BUSINESS

Introduction

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

Our Operations

We operate 12 airports, which serve two major metropolitan areas (Guadalajara and Tijuana), several tourist destinations, such as Puerto Vallarta, Los Cabos, La Paz and Manzanillo, and a number of mid-sized cities, such as Hermosillo, Leon, Guanajuato, Silao, Morelia, Aguascalientes, Mexicali and Los Mochis. Our airports are located in 9 of the 31 Mexican states, covering a territory of approximately 566,000 square kilometers (approximately 216,000 square miles), with a population of approximately 26 million according to 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 maintain customs, refueling and immigration services managed by the Mexican government.

Our airports handled approximately 17.5 million and 14.3 million terminal passengers in 2004 and the first nine months of 2005, respectively, which we believe makes us the largest private airport operator in the Americas. Six of our airports rank among the top ten busiest airports in Mexico based on commercial aviation passenger traffic, according to data published by the Mexican Bureau of Civil Aviation for 2004. According to figures of the Mexican Bureau of Civil Aviation, our commercial aviation passenger traffic accounted for approximately 26.4% and 27% of all arriving and departing commercial aviation passengers in Mexico in 2004 and the first nine months of 2005, respectively. In 2004, we recorded revenues of Ps. 2,190.4 million (U.S. $203 million) and net income of Ps. 387.3 million (U.S. $35.9 million). For the first nine months of 2005, we recorded revenues of Ps. 1,909.5 million (U.S. $177 million) and net income of Ps. 521.2 million (U.S. $48.3 million).

Our airports serve several major international routes, including Guadalajara—Los Angeles, which ranks as the second busiest international route in Mexico by total number of passengers according to the Mexican Bureau of Civil Aviation. In addition, our airports serve major resort destinations such as Puerto Vallarta and Los Cabos, which are among the most popular destinations in Mexico visited by tourists from California. Our airports also serve major domestic routes, including Guadalajara—Mexico City, which was the country's third busiest route in 2004, handling over 1.4 million total passengers that year, according to the Mexican Bureau of Civil Aviation. Other top-five domestic routes in terms of total passenger traffic include Mexico City-Tijuana and Guadalajara-Tijuana, according to the Mexican Bureau of Civil Aviation.

Mexico and the United States have recently concluded negotiations to enter into 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 Mexico, including our airports in Manzanillo, Puerto Vallarta and Los Cabos. The amended bilateral agreement will enter into effect once all necessary government approvals have been obtained. 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 Guadalajara. This subsequent increase is expected to take

effect in October 2007. We believe that our business will benefit from an increase in flights to and from four of our airports as a result of the amended bilateral aviation agreement.

In 2005, the Mexican government awarded four new domestic airline licenses to several new low-cost carriers, one of which (A Volar) is based out of our Tijuana International Airport. These carriers have recently announced the addition of new routes serving our airports, which we anticipate will increase our passenger traffic.

The following table sets forth the top ten airports in Mexico by number of commercial aviation passengers in 2004.

Principal Mexican Airports by Passenger Traffic

Airport		2004 Commercial Aviation Passengers ⁽¹⁾ (in thousands)
Mexico City		22,940
Cancun		10,011
Guadalajara*		5,375
Monterrey		4,288
Tijuana*		3,382
Puerto Vallarta*		2,271
Los Cabos*		1,826
Hermosillo*		1,197
Bajio*		1,029
Merida		931

*: Indicates airports operated by us.
⁽¹⁾: Excluding general aviation passengers.

: Source: Mexican Bureau of Civil Aviation. Data is preliminary for airports that we do not operate.

Guadalajara and Tijuana are among Mexico's most important manufacturing, industrial and commercial centers. Both cities have significant maquiladora industries. A maquiladora plant is a manufacturing facility where most raw materials are imported and finished products are exported, with the manufacturer paying tariffs only on the value added in Mexico. Maquiladora plants were originally concentrated along the Mexico-U.S. border, but more recently have moved further south in order to access lower labor costs, a larger and more diverse labor pool and to take greater advantage of certain inputs available from Mexican suppliers. In 2004, our Guadalajara International Airport and our Tijuana International Airport constituted Mexico's third and fifth busiest airports, respectively, in terms of passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004 and the first nine months of 2005, our Guadalajara International Airport and our Tijuana International Airport together represented approximately 50.2% and 47.7%, respectively, of our terminal passenger traffic and 47.5% and 44.3%, respectively, of our total revenues.

Four of our airports, Puerto Vallarta International Airport, Los Cabos International Airport, La Paz International Airport and Manzanillo International Airport, serve popular Mexican tourist destinations. Of these tourist destinations, Puerto Vallarta and Los Cabos are the largest, with Puerto Vallarta constituting Mexico's second largest international tourist destination and Los Cabos the third largest in terms of visitors in 2004, according to the Mexican National Institute of Migration ( Instituto Nacional de Migracion ). Puerto Vallarta attracted approximately 2.3 million terminal passengers in 2004, while Los Cabos attracted approximately 1.8 million terminal passengers in 2004. In 2004 and the first

nine months of 2005, our Puerto Vallarta International Airport and our Los Cabos International Airport together represented 23.4% and 27.0%, respectively, of our terminal passengers and 28.4% and 32.3%, respectively, of our total revenues.

The remaining six airports in our group serve mid-sized cities—Hermosillo, Leon, Morelia, Aguascalientes, Mexicali and Los Mochis—with diverse economic activities. These cities are industrial centers (Hermosillo, Leon, Aguascalientes and Mexicali) and/or the hubs of important agricultural regions (Leon, Morelia and Los Mochis). Of these six airports, Hermosillo International Airport has the greatest passenger traffic volume. In 2004 and the first nine months of 2005, Hermosillo International Airport accounted for approximately 7.0% and 6.4%, respectively, of our terminal passenger traffic and 5.4% and 5.1%, respectively, of our total revenues. In 2004 and the first nine months of 2005, our six airports serving mid-sized cities (including Hermosillo International Airport) accounted for approximately 22.9% and 21.7%, respectively, of our terminal passenger traffic and 20.4% and 19.7%, respectively, of our total revenues.

Opening of Mexican Airports to Investment

Privatization of Mexican Airports

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

In the first stage, a series of public bidding processes were conducted to award a minority interest in each airport group (except the Mexico City Group) to a strategic stockholder. In the second stage, all or a portion of the remaining interest in each airport group is proposed to be sold through public offerings in the Mexican and international capital markets. To date, the government has completed the first stage of this process and this global offering represents the second stage of the opening of our airports to investment. In 1998, a 15% interest in the Southeast Group was awarded to a consortium including Copenhagen Airports, A/S, the Danish airport operator, and, in 2000, a 15% interest in the Central-North Group, was awarded to a consortium including Aeroports de Paris, the French airport operator. The Southeast Group conducted the second stage with a global public offering of shares and ADSs in September 2000 and, in March 2005, sold the remaining 11.08% held by the Mexican government in a local public offering of shares in Mexico.

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

Investment by AMP

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

The following are AMP's current stockholders:

•: AENA, owns 25.5% of AMP. AENA is a wholly owned subsidiary of Aeropuertos Espanoles y Navegacion Aerea, a Spanish state-owned company that manages all airport operations in Spain. Aeropuertos Espanoles y Navegacion Aerea operates 47 airports in Spain, handling approximately 166 million total passengers in Spain in 2004, making it one of the largest airport operators in the world. Pursuant to the privatization guidelines published by the Mexican government during the first phase of our privatization, requiring our strategic stockholder to have, among other qualifications, an operating partner and a Mexican partner, AENA is one of AMP's two key partners, acting as its operating partner. In addition to its investment in AMP, AENA also directly manages four other airports in Latin America. In addition, AENA owns 10.0% of Airport Concessions and Development Limited, which owns a British airport company that operates thirteen airports in Europe, North America and Latin America through ownership, concession or management arrangements. In 2004, AENA had total revenue of approximately U.S.$1.5 billion.
•: Controladora Mexicana owns 25.5% of AMP. Controladora Mexicana is a Mexican joint venture company 50% owned by Pal Aeropuertos, S.A. de C.V., and 50% owned by Promotora Aeronautica del Pacifico, S.A. de C.V. Pal Aeropuertos, S.A. de C.V. is a Mexican special purpose vehicle owned by Eduardo Sanchez Navarro Redo, an individual Mexican investor with substantial interests in Mexican real estate. Promotora Aeronautica del Pacifico, S.A. de C.V. is a Mexican special purpose vehicle owned by Laura Diez Barroso Azcarraga and her husband, Carlos Laviada Ocejo. Mrs. Diez Barroso has extensive experience in the magazine publishing industry and currently serves on the boards of directors of Telefonos de Mexico, S.A. de C.V., Grupo Financiero Inbursa S.A. and Royal Caribbean Cruises Ltd. Mr. Laviada Ocejo, an individual Mexican investor with substantial interests in real estate development and automobile dealerships in Mexico City, currently serves on the board of directors of Toyota Mexico Dealers A.C. Pursuant to the privatization guidelines discussed above, Controladora Mexicana is AMP's second key partner, acting as its Mexican partner. Controladora Mexicana recently acquired its interest in AMP from Pacifico Noroeste, which is no longer a shareholder of AMP. This sale remains subject to the approval of Mexican antitrust authorities. The pricing of the global offering is conditioned upon this approval. See "Business—Opening of Mexican Airports to Investment—Investment by AMP" and "Principal Stockholders and Selling Stockholders."
•: DCA, a subsidiary of Actividades de Construcciones y Servicios, S.A., owns 34.42% of AMP. Actividades de Construcciones y Servicios, S.A. is one of Europe's major construction companies and an operator of various infrastructure projects under concessions in industries including airports, trains, toll roads, ports and car parking on four continents. Actividades de Construccion y Servicios, S.A. is the largest operator of concessions in Latin America and one of the largest operators of concessions (based on number of concessions) in the world. In July 2005, Actividades de Construccion y Servicios, S.A. acquired 22.073% of Grupo Union FENOSA , S.A, the majority shareholder of Inversora, and Actividades de Construccion y Servicios, S.A. recently acquired an additional 6.26% stake in Grupo Union FENOSA , S.A. Actividades de Construccion y Servicios, S.A. also owns 24.83% of Abertis Infraestructuras , S.A., the majority shareholder of Airport Concessions and Development Limited. Actividades de Construccion y Servicios, S.A. is listed on the Madrid Stock Exchange and had a market capitalization of €8.7 billion as of December 5, 2005.

•: Inversora owns 14.58% of AMP. Inversora is a Mexican company controlled by Grupo Union FENOSA S.A., a Spanish energy utility company with a strong international presence of approximately 24,000 employees in 28 countries and four continents. The company is involved in the generation, transmission, distribution and marketing of energy, in telecommunications and in professional services. Grupo Union FENOSA S.A.'s largest shareholder is Actividades de Construccion y Servicios, S.A., the parent corporation of DCA. Grupo Union FENOSA S.A. is listed on the Madrid Stock Exchange and had a market capitalization of €9.8 billion as of December 5, 2005.

The shareholders of AMP have advised us that they expect to carry out certain transfers of their equity interests in AMP such that each of AENA, Controladora Mexicana and DCA will become the owner of a 33.33% interest in AMP. Upon consummation of these transfers, Inversora (and, indirectly, Grupo Union FENOSA, S.A.) would cease to have any interest in AMP. We can provide no assurance as to whether these potential transfers will occur or when they might occur. It is likely that if these transfers do occur, the remaining three shareholders of AMP will execute an amended shareholders' agreement to allocate governance rights among themselves.

In 1999, AMP paid the Mexican government a total of Ps. 2,453.4 million (nominal pesos, excluding interest) (U.S. $261 million based on the exchange rates in effect on the dates of payment) in exchange for:

•: All of our Series BB shares, representing 15% of our outstanding capital stock;
•: an option to subscribe for up to 5% of newly issued Series B shares; and
•: the right and obligation to enter into various agreements with us and the Mexican government, including a participation agreement setting forth the rights and obligations of each of the parties involved in the privatization, including AMP, a 15-year technical assistance agreement setting forth AMP's right and obligation to provide technical assistance to us in exchange for an annual fee and a shareholders' agreement under terms established during the public bidding process. These agreements are described in greater detail under "Principal Stockholders and Selling Stockholder" and "Related Party Transactions."

Under the technical assistance agreement, AMP provides management and consulting services and transfers industry expertise and technology to us in exchange for a fee. In 2004, this fee amounted to Ps. 75.5 million (U.S. $7 million). This agreement is more fully described in "Related Party Transactions." The agreement provides us an exclusive license in Mexico to use all technical assistance and expertise transferred to us by AMP or its stockholders during the term of the agreement. The agreement has an initial term of approximately 15 years beginning November 11, 1999 and expiring on the date of the expiration of the participation agreement, or August 25, 2014. 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 51% of our Series B stockholders. A party may terminate the technical assistance agreement prior to its expiration date upon non-compliance with its terms by the other party. AMP provides us assistance in various areas, including development of our commercial activities, preparation of marketing studies focusing on increasing passenger traffic, assistance with the preparation of the master development programs that we are required to submit to the Ministry of Communications and Transportation and the improvement of our airport operations.

The technical assistance fee for 2000 and 2001 was fixed at U.S. $7.0 million (adjusted annually for U.S. inflation since August 25, 2000). Subsequent to January 1, 2002, the technical assistance fee is equal to the greater of U.S. $4.0 million adjusted annually for inflation since August 25, 2000 (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 Mexican GAAP). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings. AMP is also entitled to reimbursement for the out-of-pocket expenses it incurs in its provision of services under the agreement.

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

Pursuant to our bylaws, AMP (as holder of our Series BB shares) has the right to appoint and remove our chief executive officer, our chief financial officer, our chief operating officer and our commercial director, to elect four members of our board of directors and to designate 20% of the members of each board committee (or one member of any committee consisting of fewer than five members). AMP (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). These rights are not subject to the technical assistance agreement and the participation agreement remaining in effect. If at any time before August 25, 2014 AMP 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 August 25, 2014 AMP 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 AMP to lose all of its special rights. In addition, shareholders of AMP have allocated among themselves certain veto rights relating to the exercise by AMP of its veto and other rights, which increases the risk of impasse at the shareholders meeting of AMP and ultimately at our shareholders meetings.

Our bylaws, the participation agreement and the technical assistance agreement also contain certain provisions designed to avoid conflicts of interest between AMP and us, such as approval of certain related party transactions by designated committees. The rights of AMP in our management are explained in "Management—Committees," "Description of Capital Stock" and "Principal Stockholders and Selling Stockholders." AMP's stockholders have entered into an agreement regarding the exercise of AMP's rights and performance of its obligations under our bylaws, the participation agreement, the technical assistance agreement and the option agreement. The AMP shareholders' agreement is described in "Principal Stockholders and Selling Stockholder."

Our bylaws and certain of the agreements executed in connection with the privatization process provide that AMP could not transfer any of its Series BB shares before August 25, 2004. From the end of this no-sale period and thereafter, AMP may transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in any year up to 20% of its remaining 51% ownership interest in us represented by Series BB shares. Our bylaws provide that, subject to certain exceptions, Series BB shares must be converted into Series B shares prior to transfer. For a more detailed discussion of AMP's rights to transfer its stock, see "Description of Capital Stock—Registration and Transfer."

AMP Shares in Bancomext Trust

As required under the participation agreement entered into in connection with the Mexican government's sale of our Series BB shares to AMP, AMP has transferred its Series BB shares to a trust, the trustee of which is Banco Nacional de Comercio Exterior, S.N.C., or Bancomext. For a description of this trust, see "Principal Stockholders and Selling Stockholder."

Pursuant to the terms of the trust, AMP may direct the trustee to vote only shares representing up to 10% of our capital stock. Any shares in excess of 10% are voted by the trustee in accordance with

the vote of the majority of Series B shares. The trust does not affect the veto and other special rights granted to the holders of Series BB shares described in "Description of Capital Stock."

Remaining Shares in NAFIN Trust

The remaining 85% of our outstanding capital stock was transferred on August 25, 1999 by the Mexican government to a Mexican trust established by Nacional Financiera, S.N.C., or NAFIN, a Mexican national credit institution and development bank owned and controlled by the Mexican government. NAFIN also is acting as trustee of this trust pursuant to the instructions of the Ministry of Communications and Transportation. This trust is the selling stockholder in this global offering. The net proceeds from the sale of shares held by the selling stockholder are payable to the Mexican government. For a description of this trust and the shareholders' agreement between AMP and the selling stockholder, see "Principal Stockholders and Selling Stockholder."

Our Sources of Revenue

Aeronautical Services

Aeronautical services represent the most significant source of our revenues. In 2004 and the first nine months of 2005, aeronautical services revenues represented approximately 82.4% and 81.6%, respectively, of our total revenues. All of our revenues from aeronautical services are regulated under the dual-till price regulation system applicable to our airports.

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

Passenger Charges

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

Pursuant to our agreement with our principal airline customers signed in 2003 and renewed in March 2005, our principal airline customers are required to pay us no later than 152 days after our invoice delivery date. In 2004 and in the first nine months of 2005, on a weighted average basis, we generally have received payment within 91 to 130 days and 77 to 88 days, respectively. The actual term for payment is dependent upon interest rates on short-term Mexican treasury bills, or Cetes , with longer payment periods during periods of lower interest rates (within a defined range).

Since April 1999 and until January 2000, passenger charges increased by 1% monthly for all domestic passengers departing from any of our 12 airports. In October 2000 passenger charges increased by 5% for domestic passengers departing from our La Paz, Tijuana, Puerto Vallarta, Los Cabos and Los Mochis International Airports. In June 2001, both domestic and international passenger charges increased by amounts ranging from 15% to 24% for all passengers departing from our Guadalajara, Puerto Vallarta, Los Cabos, Hermosillo, Bajio, La Paz and Los Mochis International Airports. In August 2003 our international passenger charges increased by amounts ranging from 9% to 26%, when we increased the domestic passenger charges in all of our airports (with the exceptions of Aguascalientes, Manzanillo, Puerto Vallarta and Los Cabos International Airports) in exchange for a reduction in our prices for other aeronautical services, pursuant to the agreement reached with our principal airline customers, which expired at year-end 2004. In August 2003, in the case of Puerto

Vallarta and Los Cabos, we reduced domestic passenger charges by 12% because we increased the international passenger charges by 9% and 18% respectively, pursuant to an agreement signed with our principal airlines consumers. In mid-2004, we increased passenger charges by amounts ranging from 3% to 8% for both domestic and international passengers. In March 2005, we renewed an agreement with these customers that expires at year-end 2006. Although the Ministry of Communications and Transportation may authorize an increase in our maximum rates, we must negotiate with our principal airline customers the specific rates applicable to each aeronautical activity. As a result, we may not be able to implement increases up to the amount of these maximum rates. See "Risk Factors—Risks Related to Our Operations."

International passenger charges are currently dollar-denominated, but are collected in pesos based on the average exchange rate during the month prior to the flight. Domestic passenger charges are peso-denominated. In 2004 and the first nine months of 2005, passenger charges represented approximately 78.7% and 80.9%, respectively, of our aeronautical services revenues and approximately 64.9% and 66.0%, respectively, of our total revenues. Passenger charges vary at each of our airports and based on the destination of each flight. Passenger charges for international flights are denominated in U.S. dollars and the value of our revenues from those charges is therefore affected by fluctuations in the value of the U.S. dollar as compared to the peso.

Aircraft Landing Charges

We collect landing charges from carriers for their use of our runways, illumination systems on the runways and other visual landing assistance services. Our landing charges are different for each of our airports and are based on each landing aircraft's weight (determined as an average of the aircraft's weight without fuel and maximum takeoff weight), the time of the landing, the origin of the flight and the nationality of the airline or client. In 2004 and the first nine months of 2005, these charges represented approximately 6.6% and 5.8%, respectively, of our aeronautical services revenues and approximately 5.4% and 4.8%, 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 2004 and the first nine months of 2005, these charges represented approximately 5.6% and 5.0%, respectively, of our aeronautical services revenues and 4.6% and 4.1%, 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

mini-buses and other vehicles. Until March 2005, these charges were 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. Since April 1, 2005, charges for use of passenger walkways continue to be assessed as described above, but charges for the transportation of customers between terminals and aircraft via mini-buses and other vehicles are determined based on the number of trips taken between the terminal and the aircraft. Passenger walkways are only available at our Guadalajara, Tijuana, Puerto Vallarta and Bajio International Airports. In 2004 and the first nine months of 2005, these charges represented approximately 1.2% and 1.1%, respectively, of our aeronautical services revenues and approximately 1.0% and 0.9%, 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. We provide airport security services at our airports directly. In 2004 and the first nine months of 2005, these charges represented approximately 1.4% of our aeronautical services revenues and approximately 1.1% of our total revenues.

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

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

•: adding security personnel, some of which is contracted with third-party providers;
•: updating and amending our emergency security and contingency plans and the responsibilities of security personnel relating thereto;
•: establishing security supervision committees at each of our airports;
•: increasing the sensitivity and technology of metal detectors and introducing new procedures for x-ray inspection of luggage and screening for explosives;
•: 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;
•: hiring third-party providers of security equipment installation services;
•: establishing security review procedures at all of our airports; and
•: installing a closed-circuit television security monitoring system at our Guadalajara International Airport, with plans to install similar systems at our Tijuana International Airport and our Puerto Vallarta International Airport.

Several of our airline customers have also contributed to the enhanced security at our airports as they have adopted new procedures and rules issued by the General Office of Civil Aviation 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).

Beginning in 2006, we also assess a new airport security surcharge, subject to price regulation under our maximum rates, to offset the costs of new baggage screening equipment that we will be required to purchase and operate in order to comply with a newly implemented baggage screening process mandated by the General Office of Civil Aviation.

Complementary Services

At each of our airports, we earn revenues from charging access and other fees from third-party providers of baggage handling services, catering services, aircraft maintenance and repair and fuel at our airports. These access fees are included in the revenues that are regulated under our dual-till price regulation system and are determined for each third-party service provider based on a percentage of their total revenues. In 2004 and the first nine months of 2005, revenues from these access fees represented approximately 1.6% and 1.5%, respectively, of our total revenues. We currently maintain contracts with nine companies that provide the majority of these complementary services at our 12 airports.

Under the Mexican Airport Law, we are required to provide complementary services at each of our airports if there is no third party providing such services. For example, SEAT, which is controlled by Aeromexico and Mexicana through a joint venture, currently provides the majority of the 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 a third party to provide such services.

The Mexican Airport and Auxiliary Services Agency 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 Petroleos Mexicanos, or PEMEX. In the event that the Mexican government privatizes fuel supply activities in the future, the terms of our concessions provide that it will do so through a competitive bidding process.

Leasing of Space to Airlines

In addition, we derive regulated revenue from leasing space in our airports to airlines that is necessary for their operations, such as ticket counters, monitors and back offices.

Cargo Handling

In 2004 and the first nine months of 2005, our 12 airports handled approximately 145.0 thousand metric tons of cargo and 104.2 thousand metric tons of cargo, respectively. Guadalajara International Airport represents the most significant portion of our cargo volume, accounting for approximately 71.4% of the cargo handled by our 12 airports in 2004. 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 for each workload unit of cargo. Cargo-related revenue is largely regulated and therefore subject to maximum rates applicable to regulated revenue sources.

Revenues from cargo handling in our airports historically have represented a negligible portion of our total revenues, but we believe that Mexico has significant potential for growth in the volume of cargo transported by air. The Ministry of Communications and Transportation estimates that less than 0.1% of the cargo transported in Mexico in 2004 was transported by air, which we believe to be substantially lower than the comparable percentage in many other countries. A substantial portion of

cargo originating in the United States and destined for Latin America is currently handled in the Miami and Los Angeles International Airports, and we believe that a portion of this cargo could instead be routed more efficiently through our Guadalajara International Airport or our Tijuana International Airport.

The domestic cargo center in our Guadalajara International Airport is not included within the scope of that airport's concession and is currently operated by a third party under a license from the Ministry of Finance and Public Credit. As part of our business strategy, we are planning to develop a new competing international cargo center in our Guadalajara International Airport. To date, we have completed the expansion of related infrastructure in the airport to accommodate increased cargo handling and have built a portion of the cargo center's infrastructure.

In our Tijuana International Airport, we are in the process of converting a 14,700 square meter hangar for use as a cargo center that will be able to accommodate three aircraft.

Additionally, we have conducted marketing studies to determine the potential revenues that may be generated from cargo-related activities at our Hermosillo International Airport and our Aguascalientes International Airport.

Permanent Ground Transportation

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

Non-aeronautical Services

General

Non-aeronautical services historically have generated a significantly smaller portion of our revenues as compared to aeronautical services, although the contribution to our total revenues from non-aeronautical services has increased in recent years from approximately 11.4% in 2002 to approximately 18.4% in the first nine months of 2005. We estimate that this contribution will continue to increase as we focus increasingly on investment in commercial activities. Our revenues from non-aeronautical services are principally derived from commercial activities.

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

Revenues from Commercial Activities

Leading privatized airports typically generate a significant portion of their revenues from commercial activities. An airport's revenues from commercial activities are largely dependent on passenger traffic, its passengers' level of spending, its terminal design, the mix of commercial tenants and how fees are charged to businesses operating in the commercial area of the airport. Revenues from commercial activities depend substantially on the percentage of traffic represented by international passengers, who tend to spend greater amounts at our airports, particularly on duty free items. The contribution to our total revenues of our commercial activities has increased significantly, from approximately 10.8% in 2002 to approximately 17.6% in the first nine months of 2005.

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

•: Parking facilities —Our concessions provide us the right to operate the car parking facilities at all of our airports with the exception of our Tijuana International Airport. We indirectly operate the car parking facilities at our Guadalajara International Airport through a third party

contracted by us and earn 75% of the revenues from car parking at that airport (in comparison to 100% at the ten other airports where we operate the car parking facilities directly). The parking facilities at our Tijuana International Airport are currently operated by a third-party provider pursuant to a long-term lease granted to the third party by our predecessor prior to the granting of our concessions. Since August 2001, we have acquired the right to operate the parking facilities at seven of our airports that were previously operated by third-party providers. Revenues from parking facilities at our airports currently are not regulated under our maximum rates, although they could become regulated upon a finding by the Mexican Antitrust Commission that there are no competing alternatives for such parking.

•: Leasing of space —Revenues that we derive from leasing of space in our terminals to airlines and complementary service providers for certain non-essential activities such as first class/VIP lounges are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities.
•: Car rentals —We have recently remodeled the areas used by car rental agencies to whom we lease space at our airports and have sought to bring in a greater percentage of internationally known name-brand car rental providers.
•: Food and beverage services —In recent years we have completed "clean up" projects with respect to our restaurant and bar leases, in order to bring in providers with recognizable brand names more likely to increase consumer traffic in our commercial areas. We have completed these projects at our Guadalajara, Puerto Vallarta, Los Cabos, Bajio, Aguascalientes, Morelia, Hermosillo, La Paz and Manzanillo International Airports. We intend to implement similar projects at the remainder of our airports, beginning with our Tijuana International Airport.
•: Retail stores —In recent years we have completed renovation projects to improve the product mix of retail stores in the commercial areas at our Guadalajara, Puerto Vallarta, Los Cabos, Bajio, Tijuana, Manzanillo, Morelia and La Paz International Airports. We intend to implement similar projects at the remainder of our airports, beginning with our Hermosillo International Airport.
•: Duty free stores —We currently have duty free stores at four of our 12 airports. These stores are most lucrative at our Puerto Vallarta, Los Cabos and Guadalajara airports, where we have a greater number of international passengers. Since 2002, we have opened new duty free stores at our Guadalajara, Los Cabos, Puerto Vallarta and Bajio International Airports that are larger and better located than the duty free stores previously existing at those airports.
•: Advertising —We recently entered into a contract with the leading advertising agency in Mexico, pursuant to which we have developed a greater number of and more strategically located billboards and other advertising space at our airports.
•: Communications —We have consolidated all of the telephone and Internet service at our airports with one provider and are currently installing wireless Internet service at six of our airports.
•: Financial services —We have recently expanded and modernized the space we lease to financial services providers such as currency exchange bureaus and have additionally improved our contracts with several of the financial services providers at our airports to provide for access fees based on a percentage of the revenues recorded by those providers rather than fixed yearly fees.
•: Ground transportation —Our revenues from providers of ground transportation services deemed "non-permanent" under applicable Mexican law, such as access fees charged to charter buses, are not subject to price regulation under our maximum rates and are classified by us as non-aeronautical commercial activities.
•: 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.

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Domestic passengers represented approximately 65.2% and 60.3% of our terminal passenger traffic in 2004 and the first nine months of 2005, respectively. In addition, we estimate that a significant minority of our international passengers are lower-income Mexicans traveling to or from the United States. We believe that the spending habits of these Mexican international passengers are more similar to the spending habits of our domestic passengers, who generally purchase fewer products than other international passengers.

Recent Expansion and Development of Commercial Areas

•: Expanding the space available in our airport terminals allocated to commercial activities.

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, as well as to redirect the flow of passengers through our airports so as to increase their exposure to the commercial businesses operating in our airports. In 2002 and 2003 we expanded the commercial areas in our airports in Guadalajara (by 3,000 square meters), Tijuana (by 1,750 square meters), Los Cabos (by 725 square meters), La Paz (by 600 square meters), Bajio (by 425 square meters), Morelia (by 300 square meters) and Hermosillo (by 300 square meters). In 2004, we expanded the commercial areas in our airports at Puerto Vallarta and Guadalajara (by 2,500 square meters each). In 2005, we have further expanded commercial areas at our airports and we expect to complete a project to expand commercial areas at our Puerto Vallarta International Airport by 1,371 square meters during the first three months of 2006.

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

We have also begun to improve 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, in place of the square-footage-based leases that we have used historically. We estimate that approximately 60% of our agreements for the lease of commercial space, representing approximately 88% of our current commercial revenue, are suitable for royalty-based leasing arrangements, based on the nature of our tenants' operations. At September 30, 2005, the substantial majority of that eligible portion consisted of royalty-based leasing arrangements, and revenues under those agreements accounted for approximately 64% of our total commercial revenues. In 2001, less than 5% of our lease contracts provided for royalty payments.

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

Prior to 1999, our predecessor entered into several contracts with third-party operators to develop new space and modernize existing space at our 12 airports. Several of these contracts were long-term lease agreements pursuant to which the third-party service provider, in exchange for assuming all risks during the construction and modernization phase of each development project, acquired the exclusive right to operate the new commercial areas once developed. Many of the most lucrative commercial areas within our principal airports were leased by our predecessor to third parties on a long-term basis.

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In some cases these long-term leases also gave the third-party operator the right to operate not only commercial activities, but also passenger walkways, transportation and other activities in the commercial areas subject to the lease. We acquired our concessions from our predecessor subject to these long-term lease obligations and have sought to recover the third parties' lease rights so that we may sublet these areas directly and earn rental or royalty revenues from the commercial activities carried out in these areas. In recent years we have recovered, by compensating leaseholders for early termination of their leases, several significant leases previously held by third parties who managed our commercial areas and received all revenues from the operations in those areas. We now manage several of those areas directly and have thereby increased our revenues from commercial activities. Our most significant recent recoveries of long-term leases include the following:

•: On June 1, 2000, we recovered the right to operate the entire FBO terminal and much of the commercial space in the charter terminal at our Los Cabos International Airport for U.S. $35.5 million (including certain related assets).
•: Effective November 12, 2002, we entered into an agreement with Ruber, S.A. de C.V. to recover the right to operate the most lucrative commercial space in the departure area at our Tijuana International Airport for U.S. $1.5 million.
•: On May 31, 2004, we entered into an agreement with Grupo Aeroplazas, S.A. de C.V., or Aeroplazas, to recover the right to operate the commercial space and to collect access fees from certain service providers at our Puerto Vallarta International Airport for U.S. $26.6 million. The rights to operate commercial space under this lease were previously scheduled to expire between 2010 and 2011 and granted Aeroplazas the right to operate virtually all of the commercial activities (including stores and office space) as well as passenger taxis and airbridges within these areas. Pursuant to this repurchase, as of June 1, 2004 in our Puerto Vallarta International Airport we now directly operate all of the commercial space in the terminal, the passenger walkways, mini-buses and other vehicles used to transport passengers between aircraft and the terminal and the right to collect access fees from permanent and non-permanent grand transportation operating at the terminal.
•: On May 31, 2004, we also entered into an agreement with Aerolocales de Mexico, S.A. de C.V., or Aerolocales, an affiliate of Aeroplazas, to recover the right to operate the most lucrative commercial space in the domestic terminal at our Guadalajara International Airport previously governed by a long-term lease agreement for U.S. $7.8 million. The rights to operate commercial space under this lease were previously scheduled to expire in 2010. Pursuant to this agreement, in our Guadalajara International Airport we acquired the right to operate over 2,550 square meters of commercial space, including the commercial space located in the hallway leading to the gate area for domestic flights, the majority of the commercial space in the gate area itself and the commercial space connecting the airport to the airport hotel that previously were operated by Aerolocales.

Our recovery of the rights to operate the commercial spaces under long-term leases at our Guadalajara International Airport and our Puerto Vallarta International Airport cost us an aggregate amount of approximately U.S. $34.4 million. The lease recovery agreement for rights to operate commercial space at our Guadalajara International Airport does not include the rights associated with the development and operation of a hotel adjacent to our Guadalajara International Airport. These development and operation rights are owned by Coco Club Hoteles y Moradas de Mexico, S.A. de C.V., or Coco Club, who owned the original long-term leases at our Guadalajara International Airport, but had transferred all of the rights to operate commercial space under its long-term leases with the exception of the hotel to Aerolocales. Following our recovery of the leases described above, there are

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only two material commercial activities at our airports that remain subject to third-party leases in which we receive nominal or no revenue:

•: Hotel at Guadalajara International Airport. Coco Club was granted the right by the Mexican Airport and Auxiliary Services Agency to operate the following commercial space at our Guadalajara International Airport in exchange for the construction and remodeling of certain commercial areas and infrastructure in the airport: the commercial space located in the hallway leading to the gate area for domestic flights, the majority of the commercial space in the gate area itself and the commercial space connecting the airport to the airport hotel.
•: In September 1998, Coco Club transferred these developed commercial areas to Aerolocales, but maintained all of the rights associated with the right to operate a hotel at our Guadalajara International Airport for a period of 15 years from March 1993 in exchange for its obligation to construct such hotel. We recovered the right to operate the commercial areas previously operated by Aerolocales in May 2004, as described above. Coco Club has the right to renew the contract and continue operating the hotel for another 15-year period from March 2008.
•: Car parking at Tijuana International Airport. Constructora Comar, S.A. de C.V., or Comar, was granted the right by the Mexican Airport and Auxiliary Services Agency to construct and operate five-floor parking facilities within our Tijuana International Airport. This lease is currently scheduled to expire in 2006. Pursuant to the terms of our concession to operate the Tijuana International Airport, all improvements made by Comar will become our property upon expiration of the lease, at no material cost to us.

Our Airports

In 2004 and the first nine months of 2005, our airports served a total of approximately 17.5 million and 14.3 million terminal passengers, respectively. Our two principal airports servicing major metropolitan areas, Guadalajara International Airport and Tijuana International Airport, together accounted for approximately 50.2% and 47.7% of our terminal passenger traffic in 2004 and the first nine months of 2005, respectively. Puerto Vallarta International Airport and Los Cabos International Airport, our main airports servicing the most popular tourist destinations in our group, together accounted for approximately 23.4% and 27.0% of our terminal passenger traffic in 2004 and the first nine months of 2005, respectively. Hermosillo International Airport, our largest airport serving a mid-sized city, accounted for approximately 7.0% and 6.4% of our terminal passenger traffic in 2004 and the first nine months of 2005, 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.

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The following table sets forth the revenues for each of our airports for the years indicated.

Revenues by Airport

	Year ended December 31,									Nine months ended September 30,
	2002			2003			2004			2004			2005
	(thousands of pesos)	(thousands of dollars) ⁽¹⁾		(thousands of pesos)	(thousands of dollars) ⁽¹⁾		(thousands of pesos)	(thousands of dollars) ⁽¹⁾		(thousands of pesos)	(thousands of dollars) ⁽¹⁾		(thousands of pesos)	(thousands of dollars) ⁽¹⁾
Guadalajara	Ps.584,098	$	54,128	Ps.648,024	$	60,052	Ps.737,700	$	68,363	Ps.559,762	$	51,873	Ps.603,671	$	55,942
Tijuana	253,987		23,537	285,694		26,475	303,474		28,123	223,969		20,755	241,454		22,375
Puerto Vallarta	220,598		20,443	234,308		21,713	310,317		28,757	231,560		21,459	301,577		27,947
Los Cabos	240,114		22,251	271,953		25,202	312,615		28,970	237,700		22,028	315,887		29,273
Hermosillo	98,749		9,151	103,466		9,588	117,757		10,913	88,168		8,171	97,856		9,068
Bajio	104,298		9,665	124,613		11,548	133,536		12,375	103,047		9,549	114,691		10,628
Morelia	55,884		5,179	65,933		6,110	77,363		7,169	58,394		5,411	70,167		6,502
La Paz	49,892		4,623	52,317		4,848	56,496		5,235	42,714		3,958	47,743		4,424
Aguascalientes	34,836		3,228	38,557		3,573	40,512		3,754	31,331		2,903	33,048		3,063
Mexicali	37,984		3,520	48,525		4,497	52,196		4,837	40,081		3,714	41,908		3,884
Los Mochis	21,684		2,009	25,380		2,352	25,242		2,339	19,635		1,820	18,342		1,700
Manzanillo	19,199		1,779	21,330		1,977	23,164		2,147	17,308		1,604	23,141		2,144

Total	Ps.1,721,323	$	159,513	Ps.1,920,103	$	177,935	Ps.2,190,373	$	202,982	Ps.1,653,671	$	153,245	Ps.1,909,485	$	176,952

⁽¹⁾: Translated into dollars at the rate of Ps. 10.791 per U.S. dollar, the Federal Reserve noon buying rate on September 30, 2005.

The following table sets forth the approximate contribution to our total revenues of our six largest airports for the years indicated.

Revenue Contribution by Airport

								Nine months ended September 30,
		Year ended December 31,
Airport		Year ended December 31,
Airport		2002		2003		2004		2004		2005
Guadalajara		33.9	%	33.7	%	33.7	%	33.8	%	31.6	%
Tijuana		14.8		14.9		13.9		13.5		12.6
San Jose del Cabo		13.9		14.2		14.3		14.4		16.5
Puerto Vallarta		12.8		12.2		14.2		14.0		15.8
Bajio		6.1		6.5		6.1		6.2		6.0
Hermosillo		5.7		5.4		5.4		5.3		5.1
Our six other airports		12.8		13.1		12.4		12.7		12.3

	Total	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%

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

Passenger Traffic

		Year ended December 31,
		2000			2001			2002			2003			2004
		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:
Guadalajara		5,185,272	752,078	5,937,350	5,027,707	807,957	5,835,664	4,689,810	687,262	5,377,072	5,058,124	663,532	5,721,656	5,392,108	650,046	6,042,154
Tijuana		3,174,804	35,750	3,210,554	3,237,274	18,400	3,255,674	3,192,707	36,893	3,229,600	3,452,153	27,496	3,479,649	3,392,024	3,200	3,395,224
Puerto Vallarta		2,099,619	42,175	2,141,794	2,142,826	38,402	2,181,228	2,005,209	23,426	2,028,635	2,045,390	17,171	2,062,561	2,279,369	23,603	2,302,972
Los Cabos		1,439,471	73,112	1,512,583	1,405,652	75,136	1,480,788	1,491,661	67,784	1,559,445	1,609,426	63,161	1,672,587	1,827,168	75,135	1,902,303
Hermosillo		1,217,471	217,218	1,434,689	1,191,696	273,462	1,465,158	1,056,480	283,324	1,339,804	1,097,835	259,373	1,357,208	1,216,885	251,520	1,468,405
Bajio		983,580	122,350	1,105,930	967,473	90,057	1,057,530	868,815	95,714	964,529	999,436	71,356	1,070,792	1,045,433	36,926	1,082,359
Morelia		527,811	104,266	632,077	535,148	74,518	609,666	471,712	72,772	544,484	534,431	50,289	584,720	610,305	25,336	635,641
La Paz		469,211	77,532	546,743	447,272	59,127	506,399	416,120	56,663	472,783	419,416	66,754	486,170	437,584	90,430	528,014
Aguascalientes		373,665	64,131	437,796	326,716	80,043	406,759	343,714	51,078	394,792	356,621	35,398	392,019	364,105	29,521	393,626
Mexicali		440,129	18,672	458,801	415,838	8,342	424,180	388,724	435	389,159	465,085	1,236	466,321	536,560	13,756	550,316
Los Mochis		224,644	110,870	335,514	201,012	104,646	305,658	193,274	106,106	299,380	226,707	116,929	343,636	223,953	123,149	347,102
Manzanillo		251,349	19,264	270,613	250,805	16,803	267,608	175,605	9,355	184,960	179,711	7,795	187,506	190,664	9,408	200,072

	Total	16,387,026	1,637,418	18,024,444	16,149,419	1,646,893	17,796,312	15,293,831	1,490,812	16,784,643	16,444,335	1,380,490	17,824,825	17,516,158	1,332,030	18,848,188

		2000		2001		2002		2003		2004
		Domestic	International	Domestic	International	Domestic	International	Domestic	International	Domestic	International	Total
Terminal departing passengers:
Guadalajara		1,810,148	847,377	1,745,014	841,545	1,605,662	793,485	1,743,887	836,435	1,783,691	958,728	2,742,419
Tijuana		1,349,087	7,153	1,419,560	7,952	1,434,712	8,489	1,570,630	10,485	1,548,153	9,605	1,557,758
Puerto Vallarta		216,542	835,419	223,812	854,619	206,274	800,394	232,721	795,409	250,005	894,755	1,144,760
Los Cabos		133,218	591,116	128,858	573,819	150,242	598,079	166,538	638,322	170,851	744,484	915,335
Hermosillo		426,766	80,767	433,138	78,271	382,522	57,878	401,291	50,663	445,115	64,258	509,373
Bajio		289,703	206,394	294,499	193,066	268,878	162,597	318,043	185,307	308,655	218,223	526,878
Morelia		179,082	92,922	195,863	90,273	172,975	76,087	184,859	92,185	191,489	125,926	317,415
La Paz		202,318	38,143	201,595	28,201	188,520	25,510	191,995	23,291	199,612	23,835	223,447
Aguascalientes		171,505	21,915	139,792	27,102	147,408	29,461	140,604	38,878	128,230	52,181	180,411
Mexicali		178,066	989	170,531	1,057	158,714	679	196,083	784	218,672	1,544	220,216
Los Mochis		101,926	9,585	90,435	9,313	88,121	7,603	104,984	8,694	102,797	9,145	111,942
Manzanillo		53,834	70,927	47,276	79,196	36,115	52,385	36,543	53,170	37,434	57,649	95,083

	Total	5,112,195	2,802,707	5,090,373	2,784,414	4,840,143	2,612,647	5,288,178	2,733,623	5,384,704	3,160,333	8,545,037

		2000		2001		2002		2003		2004
		Domestic	International	Domestic	International	Domestic	International	Domestic	International	Domestic	International	Total
Terminal arriving passengers:
Guadalajara		1,612,352	915,395	1,602,397	838,751	1,512,528	778,135	1,693,051	784,751	1,725,340	924,349	2,649,689
Tijuana		1,817,196	1,368	1,805,487	4,275	1,742,755	6,751	1,864,475	6,563	1,833,615	651	1,834,266
Puerto Vallarta		270,066	777,592	269,668	794,727	255,598	742,943	281,922	735,338	297,440	837,169	1,134,609
Los Cabos		129,786	585,351	127,920	575,055	145,024	598,316	169,284	635,282	182,709	729,124	911,833
Hermosillo		624,720	85,218	609,938	70,349	548,678	67,402	580,600	65,281	634,552	72,960	707,512
Bajio		302,065	185,418	310,219	169,689	306,171	131,169	350,240	145,846	354,342	164,213	518,555
Morelia		142,169	113,638	151,781	97,231	143,711	78,939	181,907	75,480	191,973	100,917	292,890
La Paz		210,622	18,128	207,355	10,121	193,854	8,236	196,585	7,545	204,559	9,578	214,137
Aguascalientes		153,554	26,691	127,295	32,527	135,252	31,593	141,731	35,408	135,533	48,161	183,694
Mexicali		258,892	2,182	243,161	1,089	228,545	786	267,522	696	315,445	899	316,344
Los Mochis		112,651	482	100,980	284	97,313	237	112,831	198	111,601	410	112,011
Manzanillo		55,315	71,273	51,390	72,943	40,056	47,049	41,396	48,602	41,731	53,850	95,581

	Total	5,689,388	2,782,736	5,607,591	2,667,041	5,349,485	2,491,556	5,881,544	2,540,990	6,028,840	2,942,281	8,971,121

⁽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.

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		Nine months ended September 30,
		2004			2005
		Terminal ⁽¹⁾	Transit ⁽²⁾	Total	Terminal ⁽¹⁾	Transit ⁽²⁾	Total
Total passengers:
Guadalajara		4,058,744	501,625	4,560,369	4,224,409	418,681	4,643,090
Tijuana		2,581,486	2,596	2,584,082	2,612,179	2,827	2,615,006
Puerto Vallarta		1,730,898	16,604	1,747,502	2,046,918	12,078	2,058,996
Los Cabos		1,365,963	56,918	1,422,881	1,828,499	48,647	1,877,146
Hermosillo		915,530	191,741	1,107,271	918,196	153,526	1,071,722
Bajio		783,881	28,486	812,367	837,205	32,725	869,930
Morelia		454,338	20,678	475,016	503,479	17,380	520,859
La Paz		324,235	64,540	388,775	342,719	78,274	420,993
Aguascalientes		276,339	22,258	298,597	274,126	21,549	295,675
Mexicali		415,140	10,597	425,737	418,753	8,801	427,554
Los Mochis		168,026	98,390	266,416	154,371	73,840	228,211
Manzanillo		138,956	6,996	145,952	178,922	6,607	185,529

	Total	13,213,536	1,021,429	14,234,965	14,339,776	874,935	15,214,711

		Nine months ended September 30,
		2004			2005
		Domestic	International	Total	Domestic	International	Total
Total departing passengers:
Guadalajara		1,358,315	745,466	2,103,781	1,321,650	865,764	2,187,414
Tijuana		1,133,680	7,183	1,140,863	1,141,578	8,593	1,150,171
Puerto Vallarta		192,051	692,725	884,776	194,944	850,231	1,045,175
Los Cabos		132,430	558,881	691,311	144,232	777,612	921,844
Hermosillo		328,016	46,671	374,687	338,734	43,790	382,524
Bajio		239,301	170,037	409,338	232,050	206,123	438,173
Morelia		151,158	101,327	252,485	146,724	129,101	275,825
La Paz		147,802	17,588	165,390	153,044	21,824	174,868
Aguascalientes		98,561	40,674	139,235	90,562	47,437	137,999
Mexicali		164,551	1,237	165,788	159,772	1,595	161,367
Los Mochis		78,560	6,507	85,067	71,003	7,351	78,354
Manzanillo		27,897	43,645	71,542	40,587	51,119	91,706

	Total	4,052,322	2,431,941	6,484,263	4,034,880	3,010,540	7,045,420

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		Nine months ended September 30,
		2004			2005
		Domestic	International	Total	Domestic	International	Total
Total arriving passengers:
Guadalajara		1,283,143	671,820	1,954,963	1,273,177	763,818	2,036,995
Tijuana		1,440,073	550	1,440,623	1,461,728	280	1,462,008
Puerto Vallarta		222,733	623,389	846,122	227,784	773,959	1,001,743
Los Cabos		141,386	533,266	674,652	160,112	746,543	906,655
Hermosillo		488,398	52,445	540,843	491,898	43,774	535,672
Bajio		258,485	116,058	374,543	249,762	149,270	399,032
Morelia		136,368	65,485	201,853	125,545	102,109	227,654
La Paz		151,736	7,109	158,845	157,931	9,920	167,851
Aguascalientes		101,883	35,221	137,104	93,791	42,336	136,127
Mexicali		248,669	683	249,352	256,860	526	257,386
Los Mochis		82,651	308	82,959	75,730	287	76,017
Manzanillo		30,308	37,106	67,414	42,629	44,587	87,216

	Total	4,585,833	2,143,440	6,729,273	4,616,947	2,677,409	7,294,356

⁽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 depart without changing aircraft.

The following table sets forth the air traffic movement capacity of each of our airports for 2004.

Capacity by Airport ⁽¹⁾

Airport	Peak air traffic movements per hour	Runway capacity ⁽²⁾	Planned runway capacity ⁽³⁾
Guadalajara	31	34	39
Tijuana	15	30	30
Puerto Vallarta	19	30	30
Los Cabos	17	21	33
Hermosillo	17	28	28
Bajio	9	23	23
Morelia	8	16	16
La Paz	8	19	19
Aguascalientes	6	22	22
Mexicali	6	18	18
Los Mochis	11	19	19
Manzanillo	5	13	13

⁽¹⁾: 2004 figures.
⁽²⁾: Air traffic movements per hour.
⁽³⁾: Runway capacity expected upon completion of committed investments under our master development programs from 2005 to 2009.

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

Air Traffic Movements by Airport ⁽¹⁾

		Year ended December 31,					Nine months ended September 30,
		2000	2001	2002	2003	2004	2004	2005
Guadalajara		121,464	124,942	118,041	124,063	122,328	90,908	93,015
Tijuana		41,972	42,862	42,178	43,523	43,584	32,240	35,707
Puerto Vallarta		33,808	33,234	32,372	32,517	37,116	27,332	32,488
Los Cabos		22,081	21,981	25,054	26,325	30,750	22,318	28,627
Hermosillo		48,310	47,824	47,467	44,376	44,200	32,853	33,801
Bajio		28,725	25,837	25,117	26,154	26,180	19,143	21,907
Morelia		17,814	18,893	16,996	16,044	16,390	12,098	13,767
La Paz		18,214	21,051	23,382	20,394	19,598	14,594	14,240
Aguascalientes		11,045	11,128	11,146	10,475	11,684	8,882	8,530
Mexicali		12,166	10,761	9,716	10,918	11,640	8,693	8,713
Los Mochis		19,276	21,066	20,058	20,244	19,116	14,713	13,654
Manzanillo		8,386	7,366	6,583	7,046	7,782	5,786	6,092

	Total	383,261	386,945	378,110	382,079	390,368	289,560	310,541

⁽¹⁾: Includes departures and landings.

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

Average Passengers per Air Traffic Movements by Airport ⁽¹⁾

	Year ended December 31,					Nine months ended September 30,
	2000	2001	2002	2003	2004	2004	2005
Guadalajara	48.88	46.71	45.55	46.12	49.39	50.16	49.92
Tijuana	76.49	75.96	76.57	79.95	77.90	80.15	73.24
Puerto Vallarta	63.35	65.63	62.67	63.43	62.05	63.94	63.38
Los Cabos	68.50	67.37	62.24	63.54	61.86	63.75	65.57
Hermosillo	29.70	30.64	28.23	30.58	33.22	33.70	31.71
Bajio	38.50	40.93	38.40	40.94	41.34	42.44	39.71
Morelia	35.48	32.27	32.04	36.44	38.78	39.26	37.83
La Paz	30.02	24.06	20.22	23.84	26.94	26.64	29.56
Aguascalientes	39.64	36.55	35.42	37.42	33.69	33.62	34.66
Mexicali	36.18	39.42	40.05	42.71	47.28	48.97	49.07
Los Mochis	17.41	14.51	14.93	16.97	18.16	18.11	16.71
Manzanillo	32.27	36.33	28.10	26.61	25.71	25.23	30.45

Average of all airports	46.98	45.99	44.39	46.65	48.28	49.16	48.99

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

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

Air Traffic Movements by Aviation Category

		Year ended December 31,					Nine months ended September 30,
		2000 ⁽¹⁾	2001	2002	2003	2004	2004	2005
Commercial aviation		N/A	297,747	286,283	289,106	306,160	226,910	243,488
Charter aviation		N/A	16,753	17,184	18,376	18,988	14,022	14,783
General aviation		N/A	72,445	74,643	74,597	65,220	48,628	52,270

	Total	N/A	386,945	378,110	382,079	390,368	289,560	310,541

⁽¹⁾: Includes departures and landings for all 12 airports. Prior to 2001, we categorized air traffic movements by aviation category differently than we did in 2001 and thereafter.

Guadalajara International Airport

Guadalajara International Airport is our most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. In 2004, Guadalajara International Airport was the third busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004 and the first nine months of 2005, it accounted for approximately 30.8% and 29.5%, respectively, of our terminal passenger traffic.

In 2004 and the first nine months of 2005, a total of 5.4 million terminal passengers and 4.2 million terminal passengers, respectively, were served by Guadalajara International Airport. Of the terminal passengers in 2004, 65.1% were domestic and 34.9% were international passengers. In the first nine months of 2005, 61.4% were domestic and 38.6% were international. Of the airport's international passengers, we estimate a significant portion are Mexicans living in the United States visiting Guadalajara. This airport also serves many business travelers traveling to and from Guadalajara. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of 16 airlines operate at the airport, the principal ones of which are Aeromexico, Mexicana and Aerocalifornia. The principal non-Mexican airlines operating at the airport are Continental Airlines, American Airlines and Delta Airlines. Airlines operating at this airport reach 47 destinations. Of these destinations, Mexico City, Tijuana and Los Angeles are the most popular. In 2005, we have entered into agreements with three new low-cost Mexican carriers for the operation of 6 additional routes to and from the airport, and three other such carriers have expressed an interest in commencing operations at our airport. In addition, under the amended bilateral aviation agreement between Mexico and the United States, we expect that an additional U.S. carrier will commence service to and from the airport by the end of 2007.

Guadalajara International Airport is located approximately 20 kilometers (12.4 miles) from the city of Guadalajara, which has a population (including its suburbs) of approximately 5 million. Guadalajara is Mexico's second largest city in terms of population as well as the capital of the state of Jalisco, the country's fourth largest state in terms of population. As a major hub for Mexico's national highway system, the city of Guadalajara is an important center for both ground and air transportation. Other major cities in the state of Jalisco include Puerto Vallarta and Lagos de Moreno. Jalisco is an important agriculture producer, making Guadalajara an important center for agricultural commerce. The state is also a significant contributor to Mexico's maquiladora industry, most notably in the electronic, computer equipment and clothing industries. The maquiladora industry in Jalisco grew

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significantly in the 1990s as maquiladora plants moved away from the U.S.-Mexico border seeking lower labor costs and a larger and more diverse labor pool.

Guadalajara International Airport operates 24 hours daily. The airport has two operating runways, one with a length of 4,000 meters (2.5 miles) and the other with a length of 1,770 meters (1.1 miles), as well as a full parallel taxiway. The runway capacity at this airport is 34 air traffic movements per hour. The airport also has an instrument landing system (ILS) that assists pilots in poor weather. The airport's facilities include a main commercial terminal with a large parking facility and a general aviation building. The airport's main commercial terminal has a total area of approximately 24,859 square meters (267,586 square feet), along with a parking facility with an additional 46,000 square meters (495,100 square feet). The general aviation building has an additional 1,825 square meters (19,640 square feet). The main commercial terminal has 18 gates and 18 remote boarding positions. Of the 18 gates, eight are international and ten are domestic. Of the international gates, three have air bridges, and of the domestic gates, five have air bridges.

Until May 31, 2004, the most lucrative commercial space (comprising approximately 1,300 square meters) in and leading to the domestic departure area at our Guadalajara International Airport was operated by a third party under a long-term lease scheduled to expire in 2010. On May 31, 2004, we recovered the rights to operate that commercial space as of June 1, 2004. As part of our business strategy, we intend to renovate this area and better integrate it within the other commercial space at the airport. The airport has an onsite hotel operated by a third party from which we derive no revenues.

The domestic cargo center in Guadalajara International Airport is not included within the scope of that airport's concession and is currently operated by a third party under a license from the Ministry of Finance and Public Credit. As part of our business strategy, we are developing a new competing international cargo center in Guadalajara International Airport. To date, we have completed the expansion of related infrastructure in the airport to accommodate increased cargo handling and have built a portion of the cargo center.

Between 2001 and 2003 we took significant steps to modernize and expand the Guadalajara International Airport in order to improve its operations and image. During this period we expanded the commercial space in this airport by 2,150 square meters in the international gate area. In addition, these steps have included the improvement of the airport's runways and platforms, an increase in the number of remote boarding positions, the installation of an improved computer system and expansion of the main commercial terminal, including the installation and/or modernization of airbridges, the baggage claim area, ticket counters, restrooms, hallways and gate areas. In addition, in 2005 and 2009 we expect to complete the expansion of the international baggage claim area and the expansion of the domestic and international gate areas and the international arrival area by a total of 7,067 square meters and to remodel an additional 2,120 square meters in these areas. After the renovations, approximately 2,000 square meters of these areas will be devoted to commercial activities.

Tijuana International Airport

Tijuana International Airport is our second most important airport in terms of passenger traffic and contribution to revenues and is our third largest airport in terms of air traffic movements. In 2004, Tijuana International Airport was the fifth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 19.4% of our terminal passenger traffic. Revenue from passenger charges has declined in recent periods at our Tijuana International Airport. In 2004, revenues from passengers paying passenger charges at one Tijuana International Airport declined by 1.3% as compared to 2003. We believe the decline in passenger traffic volume at Tijuana International Airport was caused by delays at the San Diego/Tijuana border crossing. Many of the passengers using Tijuana International Airport are

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traveling to and from the United States, and delays at the San Diego/Tijuana border crossing have caused travelers to use other routes to enter and leave the United States. We believe many travelers have elected to use our Mexicali International Airport and the nearby border crossing into California, while other travelers have taken direct flights to or from the United States from our Aguascalientes, Guanajuato and Guadalajara International Airports.

During 2004, Tijuana International Airport served 3.4 million terminal passengers. We estimate that virtually all of the terminal passengers at this airport were domestic passengers. Since Tijuana is located near the Mexico-U.S. border and is therefore a popular entry point to the United States, a majority of the airport's passengers consist of Mexican migrant workers traveling to Tijuana in order to seek work in the United States. Accordingly, the airport's passenger traffic and results of operations are affected by Mexican and U.S. economic conditions. A highway connecting the city of Tijuana to the airport also extends directly to the U.S.-Mexico border crossing, providing convenient access to San Diego, California (which is located approximately 30 kilometers (20 miles) from Tijuana International Airport) and other areas of southern California, particularly Los Angeles.

A total of seven airlines operate at the airport, the principal ones of which are Aeromexico, Aerocalifornia and Aviacsa. Airlines operating at our airport reach 36 destinations. Of these destinations, Mexico City, Guadalajara and Morelia are the most popular. In 2005, we have entered into agreements with two new low-cost Mexican carriers for the operation of 4 additional routes to and from the airport, one of which uses the airport as its base of operations.

Tijuana International Airport serves the city of Tijuana and surrounding areas in the state of Baja California, including such municipalities of Ensenada, Tecate and Rosarito. With a population of approximately 1.5 million according to the Mexican National Population Council, Tijuana is the largest city in the state. Currently, in terms of production, the state of Baja California is the second largest maquiladora center in Mexico according to the Mexican National Institute of Statistics, Geography and Informatics.

Tijuana International Airport currently operates 17 hours daily. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway with a length of 2,960 meters (1.8 miles) and a full parallel taxiway. The runway capacity at this airport is 30 air traffic movements per hour. The airport also has an instrument landing system (ILS) that assists pilots in poor weather. It has 22 gates serving both domestic and international travelers and 16 remote boarding positions. Of the 22 gates, ten have air bridges.

We operate commercial space of approximately 2,000 square meters (21,500 square feet) in Tijuana International Airport. On December 12, 2002, we entered into an agreement with Recaro, S.A. de C.V. and Ruber, S.A. de C.V. to recover the right to operate the commercial space in the departure area at our Tijuana International Airport for U.S. $1.5 million.

In 2004, approximately 18.7 thousand metric tons of cargo were transported through the airport. In the first nine months of 2004 and 2005, 13.8 thousand metric tons of cargo and 13.1 thousand metric tons of cargo, respectively were transported. In Tijuana International Airport, we are in the process of converting a 14,700 square meter hangar for use as a cargo center that will be able to accommodate three aircraft.

A portion of the land comprising Tijuana International Airport was expropriated by the Mexican government in 1970 pursuant to its power of eminent domain and is subject to certain legal proceedings by its former landholders. For a description of these legal proceedings and their potential impact on our operations, see "Risk Factors—Risks Related to Our Operations—Actions by the former holders of land comprising Tijuana International Airport may limit our ability to expand the airport and may disrupt its operations" and "Business—Legal Proceedings."

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In 2003 we completed an expansion project at our Tijuana International Airport that expanded the gate area by 6,000 square meters and added a number of passenger walkways.

Puerto Vallarta International Airport

Puerto Vallarta International Airport is our third most important airport in terms of passenger traffic and our fourth largest airport in terms of air traffic movements and contribution to revenues. In 2004, Puerto Vallarta International Airport was the sixth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 13.0% of our terminal passenger traffic.

In 2004, 2.3 million terminal passengers traveled through Puerto Vallarta International Airport. We estimate that 76.0% of these terminal passengers were international passengers and 24.0% were domestic passengers. In the first nine months of 2004 and 2005, we estimate that 76% and 79.3%, respectively, of terminal passengers at this airport were international passengers. The airport serves primarily foreign tourists and is a popular tourist destination in Mexico.

A total of 23 airlines operate at the airport, the principal ones of which are Alaska, Aeromexico and Mexicana. Airlines operating at our airport reach 54 destinations. Of these destinations, Los Angeles and Canada are the most popular. Pursuant to the amended bilateral aviation agreement between Mexico and the United States, we expect that an additional U.S. carrier will commence service to and from the airport in 2006. We are currently engaged in discussions with a U.S. carrier regarding the addition of two routes between Puerto Vallarta and the United States.

Puerto Vallarta International Airport is located on the Pacific coast in the state of Jalisco. Puerto Vallarta's tourist attractions include the natural beauty of the Bay of Banderas, the area's many beaches and abundant marine wildlife. Puerto Vallarta is a mature tourist destination as reflected by Puerto Vallarta International Airport's stable passenger traffic over the last few years. However, the completion of new resort areas including hotels and golf courses in the areas known as Nuevo Vallarta and Punta Mita is expected to bring more tourists to the area in subsequent years. In addition, we anticipate an increase in demand within Puerto Vallarta's tourism industry attributable the reduction in tourist demand in Cancun due to damage recently caused by Hurricane Wilma. We believe that a significant portion of the tourists visiting Puerto Vallarta consists of timeshare owners who make frequent trips to the area.

Puerto Vallarta International Airport operates 24 hours daily. The airport has one runway with a length of 3,100 meters (2 miles) as well as a parallel taxiway. The runway capacity at this airport is 30 air traffic movements per hour. This airport has one main commercial terminal, a fixed-base operation, or FBO, terminal and a general aviation building. The airport has seven gates serving domestic and international flights, eight remote boarding positions and three air bridges.

Until May 31, 2004, the right to operate all of the commercial space (comprising approximately 2,500 square meters (26,900 square feet)) and the mini-buses and other vehicles and services, as well as the right to collect access fees from ground transportation providers in the Puerto Vallarta International Airport belonged to a third party pursuant to a long-term lease. On May 31, 2004, we recovered the rights to operate the commercial space and transportation and to collect access fees from providers of ground transportation as of June 1, 2004.

Los Cabos International Airport

Los Cabos International Airport is our fourth most important airport in terms of passenger traffic, and our fifth most important airport in terms of air traffic movements and contribution to revenues. In 2004, Los Cabos International Airport was the seventh busiest airport in Mexico in terms of

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commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 10.4% of our passenger traffic and 14.3% of our total revenues.

Approximately 1.8 million terminal passengers were served by the airport in 2004. Approximately 80.6% of the terminal passengers were international passengers. In the first nine months of 2004 and 2005, we estimate that 80% and 83.4%, respectively, of terminal passengers at this airport were international passengers. The airport serves primarily tourists visiting San Jose del Cabo, Cabo San Lucas and other coastal destinations along a 30-kilometer (18-mile) stretch of the Baja Peninsula's Trans-Peninsular highway.

A total of eight airlines operate at the airport, the principal ones of which are Alaska, American, America West, Aeromexico and Mexicana. Airlines operating at our airport reach 25 destinations. Of these destinations, Los Angeles, Phoenix and Mexico City are the most popular. Pursuant to the amended bilateral aviation agreement between Mexico and the United States, we expect that an additional U.S. carrier will commence service to and from the airport in 2006. We are currently engaged in discussions with three U.S. carriers regarding the addition of four routes between Los Cabos and the United States.

Los Cabos International Airport is located within driving distance of both the city of San Jose del Cabo and the city of Cabo San Lucas, in the state of Baja California Sur. Nationally, the Los Cabos region has a growing tourist industry according to the Mexican National Institute of Migration, with approximately 742 thousand arriving airline visitors in 2003, up 26.3% from 588 thousand in 2001. Visitors to the area are generally affluent, and include golfers who enjoy world-class courses as well as sport fishing and scuba diving enthusiasts who are drawn by the rich marine life in the region's coastal waters. According to Mexico's Ministry of Tourism, hotel capacity in Los Cabos reached 4,309 rooms in 2001, 5,327 rooms in 2002 and, 5,722 rooms in 2003 with a 56.2% occupancy rate in 2003. A growing percentage of visitors to Los Cabos consists of recurring visitors as the popularity and availability of timeshares in the area has increased over recent years. In addition, we anticipate an increase in demand within the Los Cabos tourism industry attributable the reduction in tourist demand in Cancun due to damage recently caused by Hurricane Wilma. A significant portion of the tourists visiting Los Cabos consists of timeshare owners who make frequent trips to the area.

Los Cabos International Airport's standard operating hours are from 7:00 a.m. and 6:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway measuring 3,000 meters (1.9 miles), and a partial parallel taxiway with only one entry point to the runway. The runway capacity at this airport is 21 air traffic movements per hour. The existing runway allows us to serve planes flying to any destination in the United States and Canada. The airport has two commercial aviation terminals, Terminal 1, which occupies approximately 14,600 square meters (157,200 square feet) and Terminal 3, which occupies approximately 10,600 square meters (114,100 square feet). The airport has eight gates and ten remote boarding positions. In addition, the airport has a general aviation and an FBO terminal, Terminal 2, occupying 1,961 square meters (21,110 square feet). FBOs are specialized, full service operations offered to general aviation aircraft. The services offered to FBO users include refueling, cleaning, and catering.

We operate commercial space of approximately 2,000 square meters (21,528 square feet) in Los Cabos International Airport. Currently, approximately 24.3% of revenues generated at the Los Cabos International Airport are derived from our commercial business, a percentage that is higher than in any other airport in our group.

Hermosillo International Airport

Hermosillo International Airport is our fifth most important airport in terms of passenger traffic, our second most important airport in terms of air traffic movements and our sixth most important

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airport in terms of contribution to revenues. In 2004, Hermosillo International Airport was the eighth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 7.0% of our terminal passenger traffic.

In 2004, Hermosillo International Airport served approximately 1.2 million terminal passengers, and approximately 88.7% of the terminal passengers were domestic. In the first nine months of 2004 and 2005, we estimate that 89.2% and 90.5%, respectively, of terminal passengers at this airport were domestic passengers. Many of the airport's passengers use the airport as a hub for connecting flights between other Mexican cities, particularly Mexico City, Tijuana, Guadalajara and Monterrey. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of seven airlines operate at the airport, the principal ones of which are Aeromexico, Mexicana, Aerocalifornia and Aerolitoral. Airlines operating at our airport reach 25 destinations. Of these destinations, Mexico City, Tijuana and Guadalajara are the most popular. In 2005, we entered into an agreement with a new low-cost Mexican carrier for the operation of additional routes to and from the airport.

Hermosillo International Airport serves the city of Hermosillo and four other nearby municipalities, which together have a population of approximately 1 million, according to the Mexican National Population Council. The city of Hermosillo, which is the capital of the state of Sonora, is located approximately 260 kilometers (160 miles) south of the border town of Nogales and 130 kilometers (80 miles) east of the Gulf of California. The airport is located approximately 13 kilometers (8 miles) west of the city of Hermosillo. The airport is an important hub in a primarily agricultural and industrial region. Approximately 5.7 thousand metric tons of cargo passed through the airport in 2004. Currently, cargo transport services at this airport primarily serve the nearby Ford factory, which receives components via the airport.

Hermosillo International Airport operates 14 hours daily between the hours of 6:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has two runways, one with a length of 2,300 meters (1.4 miles) and the other with a length of 1,100 meters (0.7 miles). The runway capacity at this airport is 28 air traffic movements per hour. The airport also has seven gates and seven remote boarding locations and includes both a commercial aviation building and a general aviation building for small private airplanes.

Bajio International Airport

Bajio International Airport is our sixth most important airport in terms of passenger traffic and air traffic movements and our fifth most important airport in terms of contribution to revenues. In 2004, Bajio International Airport was the ninth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 6.0% of our terminal passenger traffic.

During 2004, the airport served 1.0 million terminal passengers, and 63.4% of which passengers arrived or departed on domestic flights. In the first nine months of 2004 and 2005, we estimate that 63.5% and 57.6%, respectively, of terminal passengers at this airport were domestic passengers. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of ten airlines operate at the airport, the principal ones of which are Aeromexico, Mexicana and Aviacsa. Airlines operating at our airport reach 17 destinations. Of these destinations,

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Tijuana, Mexico City and Los Angeles are the most popular. In addition, two low-cost Mexican carriers have expressed an interest in operating routes to and from our Bajio airport.

Bajio International Airport is located in the central state of Guanajuato near the cities of Leon, Irapuato, Silao and Guanajuato approximately 315 kilometers (195 miles) northwest of Mexico City. The state of Guanajuato has a population of approximately 4.8 million people according to the Mexican National Population Council and is located in Mexico's Guanajuato region, best known for its rich colonial history, its agricultural sector and manufacturing industry. General Motors has an assembly plant in Silao, Guanajuato. The local government plans to develop a "dry dock" or truck loading service terminal near the airport that we believe will increase cargo demand.

Bajio International Airport operates 18 hours daily between the hours of 6:00 a.m. and 12 midnight. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway with a length of 3,500 meters (2.2 miles). The runway capacity at this airport is 23 air traffic movements per hour. It has two terminals (one commercial and one general aviation), with six gates and three remote boarding positions. Of the six gates, three have air bridges.

During 2002 and 2003 we expanded the terminal at this airport to add space to the ticket counter and baggage claim areas. In 2004 we added a terminal at this airport, including three passenger walkways.

Morelia International Airport

Morelia International Airport is our seventh most important airport in terms of passenger traffic, our ninth most important in terms of air traffic movements and our seventh most important airport in terms of contribution to revenues. In 2004, Morelia International Airport was the fifteenth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 3.5% of our terminal passenger traffic.

In 2004, the Morelia International Airport served 0.6 million terminal passengers. We estimate that approximately 62.8% of the terminal passengers were domestic passengers. In the first nine months of 2004 and 2005, we estimate that 63.3% and 54.1%, respectively, of terminal passengers at this airport were domestic passengers. Because the airport's passengers are predominately domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of eight airlines operate at the airport, the principal ones of which are Mexicana, Lineas Aereas Azteca and Aviacsa. Airlines operating at our airport reach 12 destinations. Of these destinations, Mexico City, Tijuana and Chicago are the most popular.

Morelia International Airport serves the city of Morelia and ten other municipalities in the immediate vicinity. The city of Morelia is the capital of the state of Michoacan, which has a population of approximately 4.1 million according to the Mexican National Population Council. Michoacan's principal industry is agriculture and it has a developing eco-tourism and ecology industry (primarily due to the seasonal presence of Monarch butterflies).

Morelia International Airport operates 24 hours a day. Extended hours of operation serve the needs of passengers seeking off-hour, discount flights. The airport has one runway with a length of 3,400 meters (2.1 miles), and a single main terminal building. The runway capacity at this airport is 16 air traffic movements per hour. The airport has two gates and nine remote boarding positions.

In 2002, we completed the remodeling of the passenger terminal, thereby increasing our available commercial space by 300 square meters (3,230 square feet).

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Mexicali International Airport

Mexicali International Airport is our eighth most important airport in terms of passenger traffic, our eleventh most important airport in terms of air traffic movements and our ninth most important airport in terms of contribution to revenues. In 2004, Mexicali International Airport was the twenty-second busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 3.1% of our terminal passenger traffic.

During 2004, Mexicali International Airport served 0.5 million terminal passengers. We estimate that approximately 99.5% of passengers served by this airport in 2004 and the first nine months of 2005 were domestic passengers. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of four airlines operate at the airport, which are Mexicana, Aviacsa, Aerovias del Caribe and Aerolitoral. Airlines operating at our airport reach 16 destinations. Of these destinations, Hermosillo, Guadalajara and Mexico City are the most popular.

Mexicali International Airport serves the city of Mexicali, in the Mexican state of Baja California, as well as the U.S. cities of Yuma, Arizona and Calexico, California. The city of Mexicali is located along the U.S.-Mexico border approximately 150 kilometers (94 miles) east of Tijuana and 80 kilometers (50 miles) west of Yuma, Arizona. Manufacturing forms the basis of the area's economy, most notably in the form of maquiladora factories, which have proliferated along the California-Baja California border.

Mexicali International Airport operates 12 hours daily between the hours of 6:00 a.m. and 6:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway measuring 2,600 meters (1.6 miles) in length as well as a main commercial terminal and a smaller general aviation terminal. The runway capacity at this airport is 18 air traffic movements per hour. The main commercial terminal has two gates and three remote boarding areas.

La Paz International Airport

La Paz International Airport is our ninth most important airport in terms of passenger traffic, our eighth most important airport in terms of contribution to revenues and our seventh most important airport in terms of air traffic movements. In 2004, La Paz International Airport was the twenty-fourth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004 it accounted for approximately 2.5% of our terminal passenger traffic.

During 2004, La Paz International Airport served 0.4 million terminal passengers. We estimate that approximately 92.4% of these terminal passengers were domestic passengers. In the first nine months of 2004 and 2005, we estimate that 92.4% and 90.7%, respectively, of terminal passengers at this airport were domestic passengers. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of three airlines operate at the airport, which are Aeromexico, Aerolitoral and Aerocalifornia. Aerocalifornia is headquartered in La Paz and uses the airport as its center of operations and maintenance. Airlines operating at our airport reach 16 destinations. Of these destinations, Mexico City, Guadalajara and Tijuana are the most popular.

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

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La Paz International Airport operates 16 hours daily between the hours of 7:00 a.m. and 11:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway measuring 2,500 meters (1.6 miles) in length and a single main commercial terminal. The runway capacity at this airport is 19 air traffic movements per hour. It also has three gates and seven remote boarding positions.

Aguascalientes International Airport

Aguascalientes International Airport is our tenth most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. In 2004, Aguascalientes International Airport was the twenty-sixth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 2.1% of our terminal passenger traffic.

During 2004, the airport served 0.4 million terminal passengers. Of these passengers, we estimate that approximately 72.4% were domestic passengers. In the first nine months of 2004 and 2005, we estimate that 72.5% and 67.3%, respectively, of terminal passengers at this airport were domestic passengers. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

A total of seven airlines operate at the airport, the principal ones of which are Aeromexico and Aerocalifornia. Airlines operating at our airport reach seven destinations. Of these destinations, Tijuana, Mexico City and Los Angeles are the most popular.

Aguascalientes International Airport serves the city of Aguascalientes and eight surrounding municipalities in the central state of Aguascalientes, which is located roughly 513 kilometers (319 miles) northwest of Mexico City. Manufacturing forms the basis of the region's economy. One of Nissan's main manufacturing plants in Mexico is located in the city of Aguascalientes.

Aguascalientes International Airport operates 12 hours daily between the hours of 7:00 a.m. and 7:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. It has two runways, one measuring 3,000 meters (1.8 miles) in length and the other (which is closed temporarily) measuring 1,000 meters (0.6 miles), and a single main commercial terminal. The runway capacity at this airport is 22 air traffic movements per hour. The airport has three gates and four remote boarding locations.

Los Mochis International Airport

Los Mochis International Airport is our eleventh most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. In 2004, Los Mochis International Airport was the thirty-first busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 1.3% of our terminal passenger traffic.

Los Mochis International Airport serves the city of Los Mochis, in the Pacific coastal state of Sinaloa, an important agricultural state. During 2004 the airport served 0.2 million terminal passengers, approximately 95.7% of which were domestic passengers. In the first nine months of 2004 and 2005, we estimate that 95.9% and 95.1%, respectively, of terminal passengers at this airport were domestic passengers. The area's sport fishing and hunting attract both Mexican and foreign visitors. Because the airport's passengers are predominantly domestic, the airport's passenger traffic and results of operations are affected by Mexican economic conditions.

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A total of three airlines operate at the airport, which are Aeromexico, Aerolitoral and Aerocalifornia. Airlines operating at our airport reach 12 destinations. Of these destinations, Mexico City, Guadalajara and Tijuana are the most popular.

Los Mochis International Airport operates 14 hours daily between the hours of 7:00 a.m. and 9:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway measuring 2,000 meters (1.25 miles) in length as well as a single main commercial terminal. The runway capacity at this airport is 19 air traffic movements per hour. The airport has three gates and four remote boarding positions.

Manzanillo International Airport

Manzanillo International Airport is our twelfth most important airport in terms of passenger traffic, air traffic movements and contribution to revenues. In 2004, Manzanillo International Airport was the thirty-fifth busiest airport in Mexico in terms of commercial aviation passenger traffic according to the Mexican Bureau of Civil Aviation. In 2004, it accounted for approximately 1.1% of both our total and terminal passenger traffic.

During 2004, the airport served 0.2 million terminal passengers. We estimate that approximately 41.5% of these passengers were domestic passengers and 58.5% of these passengers were international passengers (approximately 26.1% of the international passengers were charter passengers). In the first nine months of 2004 and 2005, we estimate that 58.1% and 53.5%, respectively, of terminal passengers at this airport were international passengers. (Approximately 24.5% and 35.5%, respectively, of these international passengers were charter passengers.)

A total of 14 airlines operate at the airport, the principal ones of which are Aeromar, Alaska and Air Transart. Airlines operating at our airport reach 15 destinations. Of these destinations, Los Angeles, Mexico City and Toronto are the most popular. Pursuant to the amended bilateral aviation agreement between Mexico and the United States, we expect that an additional U.S. carrier will commence service to and from the airport in 2006. We are currently engaged in discussions with two carriers regarding the addition of two routes between Manzanillo and the United States.

Manzanillo International Airport serves the city of Manzanillo and six surrounding municipalities in the small Pacific coastal state of Colima. The city is located on the coast approximately 230 kilometers (144 miles) southeast of Puerto Vallarta and 520 kilometers (325 miles) northwest of Acapulco. The airport serves primarily tourists visiting coastal resorts in Colima and neighboring Jalisco. In recent years, passenger traffic in the Manzanillo International Airport has remained stable due to the increased popularity of Puerto Vallarta as a tourist destination and the decrease in investment in the tourism sector in Manzanillo.

Manzanillo International Airport operates 12 hours daily between the hours of 8:00 a.m. and 8:00 p.m. However, it is equipped to operate 24 hours daily if necessary and we double our passenger charges and fees for other aeronautical services provided outside normal business hours. The airport has one runway measuring 2,200 meters (1.4 miles). The runway capacity at this airport is 13 air traffic movements per hour. The airport has four gates and three remote boarding positions. In 2002 we completed the expansion of the terminal building, thereby increasing the arrival area and our commercial space.

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Principal Customers

Principal Aeronautical Services Customers

Airline Customers

As of December 31, 2004, 21 international airlines (considering all charter airlines as one client since we manage them through a single representative that is our actual client) and 24 Mexican airlines operated flights at our 12 airports. Aeromexico operates the most flights at our airports, with Mexicana providing the second highest number of flights. In 2004, revenues from Aeromexico totaled Ps. 406.2 million (U.S. $37.6 million), of which Ps. 346.6 million (U.S. $32.1 million) derived from passenger charges, while revenues from Mexicana were Ps. 312.2 million (U.S. $28.9 million), of which Ps. 255.7 million (U.S. $23.7 million) derived from passenger charges, representing 18.5% and 14.3%, respectively, of our total revenues for 2004. In addition to passenger charges, revenues are earned from landing charges, aircraft parking charges and the leasing of space to these airlines.

Aeromexico is owned by the Mexican holding company Cintra. The Mexican government directly owns approximately 10% of the capital stock of Cintra, approximately 3.5% of the capital stock of Cintra is owned by NAFIN and approximately 50% of the capital stock of Cintra is owned by the Institute for the Protection of Bank Savings, a decentralized entity of the Mexican federal government. Although Cintra seeks to sell its interest in Grupo Aeromexico, including its subsidiaries Aeromexico and Aerolitoral, a recent auction process did not generate bids acceptable to Cintra, and the company has since announced that it will resume efforts to sell Aeromexico in 2006. Until recently Cintra also owned Grupo Mexicana, whose subsidiaries include Mexicana and Click Mexicana (formerly known as Aerocaribe). On December 20, 2005, Cintra sold Grupo Mexicana to Grupo Posadas, S.A de C.V., the largest hotel operator in Mexico. Grupo Aeromexico and Grupo Mexicana also control other airlines operating in our airports, including Aerocozumel and Aeromexpress, as well as the largest provider of baggage and ramp handling services at our airports, Servicios de Apoyo en Tierra, or SEAT, a joint venture between Grupo Aeromexico and Grupo Mexicana. Further information regarding Cintra and its affiliates may be found in "Related Party Transactions."

Aeromexico and Mexicana, along with Aeromar and Aerolitoral, have in the past refused to pay certain increases in our airport service charges. On July 15, 2003, we entered into an agreement with the National Air Transportation Chamber of Commerce and the Ministry of Communications and Transportation pursuant to which we resolved existing disputes with our airlines and established specific prices applicable to those airlines for 2003 and 2004 and a method for retroactively applying those prices from 2000, since these airlines had refused to pay certain of our charges since that year. In March 2005, we entered into a renewal agreement with the National Air Transportation Chamber of Commerce for the years 2005 and 2006. The National Air Transportation Chamber of Commerce agreed to act as a mediator to cause those airlines' signature of (a) our contracts governing aeronautical service charges, (b) lease contracts for property used by the airlines and (c) the contract governing collection of passenger charges through December 31, 2004. To date, the airlines have entered into agreements with us scheduled to expire in 2006 representing (a) virtually all of the relevant contracts governing the substantial majority of our aeronautical services, (b) 83% of the agreements for the leasing of space in our terminals and (c) 88% of the contracts governing the collection of passenger charges, in each case in terms of the total number agreements to be entered into.

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The following charts set forth our principal air traffic customers as of December 31, 2004.

Principal Air Traffic Customers

Complementary Services Customers

Our principal complementary services clients are our two principal providers of baggage handling services, Menzies Aviation and SEAT, which provided Ps. 12.1 million of revenues each in the form of access fees in 2004. Although SEAT is the primary provider of complementary services in our airports, under our agreement with the National Air Transportation Chamber of Commerce described above, we earn only nominal revenue from SEAT.

Our primary catering clients are Comisariato Gotre, S.A. de C.V. and Aerococina, S.A. de C.V., which provided Ps. 5.3 million and Ps. 5.5 million in revenues in the form of access fees, respectively, in 2004.

Principal Non-aeronautical Services Customers

At December 31, 2004, we were party to approximately 650 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 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 2004, our largest commercial customers were Unidad de Diseno y Comunicacion, S.A. de C.V. (advertising, Ps. 19.9 million), Operadora Aeroboutiques, S.A. de C.V. (duty free, Ps. 26.4 million), Telefonos de Mexico, S.A. de C.V. (public telephones, Ps. 6.4 million), Comercial Ariete, S.A. de C.V. (car rentals, Ps. 5.9 million) and Aerocomidas, S.A. de C.V. (food and beverage, Ps. 6.2 million).

Property and Insurance

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

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indemnify the Mexican government for damages to these assets, except for those caused by normal wear and tear.

Our corporate headquarters are located in Guadalajara, Jalisco. We are currently leasing the office space for our corporate headquarters, located on the fifth, sixth, and seventh floors of La Torre Pacifico, from Guadalajara World Trade Center, S.A. de C.V., for a period of five years on market terms. In addition to our corporate offices in Guadalajara, we also lease office space in Colonia Los Morales, in Mexico City. Our lease in Colonia Los Morales is with Racine, S.A. de C.V., for a renewable one-year term, on market terms.

We maintain comprehensive insurance coverage that covers the principal assets of our airports and other property, subject to customary limits, against damage due to natural disasters, accidents, terrorism or similar events. We also maintain general liability insurance, but do not maintain business interruption insurance. Among other insurance policies, we carry a Ps. 500 million insurance policy covering damages to our property resulting from certain terrorist acts and a U.S. $20 million policy covering personal and property damages to third parties. We also carry a Ps.1.6 billion insurance policy covering damage to our assets and infrastructure generally.

Competition

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

However, since our Puerto Vallarta, Los Cabos, La Paz and Manzanillo International Airports are substantially dependent on 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 Mexico, such as Acapulco and Cancun, and abroad such as in Puerto Rico, Florida, Cuba, Jamaica, the Dominican Republic, other Caribbean islands and Central America. In addition, the governor of the state of Quintana Roo recently announced that the state is interested in developing a competing airport on the Mayan Riviera.

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

The Mexican Airport and Auxiliary Services Agency currently operates seven small airports in Mexico's Pacific and Central regions. The Mexican Airport and Auxiliary Services Agency estimates that its airports collectively account for less than 3% of the passenger traffic in these regions.

Employees

As of December 31, 2004, we had approximately 1,064 employees. Our total number of employees increased by 9% in 2002, by 2% in 2003 and by 6% in 2004 due primarily to the addition of security personnel after the events of September 11, 2001. At December 31, 2004, 53.5% of our employees were unionized.

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The following table sets forth the number of employees and a breakdown of employees by main category of activity and geographic location as of the end of each year indicated.

Employees

			December 31,			Sept. 30,
			2002	2003	2004	2005
Categories of activity:
	Airport operations		647	672	741	744
	Airport maintenance		134	136	145	145
	Administration ⁽¹⁾		201	194	178	180
Geographic location:
	Guadalajara		204	220	225	225
	Tijuana		113	118	116	118
	Puerto Vallarta		83	83	114	109
	Los Cabos		79	76	77	81
	Hermosillo		69	66	70	73
	Bajio		68	70	78	78
	Morelia		62	63	64	63
	La Paz		46	45	48	48
	Aguascalientes		45	52	52	52
	Mexicali		43	46	48	45
	Los Mochis		40	38	38	40
	Manzanillo		39	34	38	37

		Total ⁽¹⁾	982	1,002	1,064	1,069

⁽¹⁾: At December 31, 2002, 2003, 2004 and September 30 2005, includes 91, 91, 96 and 100 persons employed by Servicios a la Infraestructura Aeroportuaria del Pacifico, S.A. de C.V., our administrative services subsidiary.

All of our unionized employees are members of local chapters of the Mexican National Union of Airport 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, the Mexico City Group and the Central-North Group) operating in Mexico. Labor relations with our employees are governed by 12 separate collective labor agreements, each relating to one of our 12 airport subsidiaries, and negotiated by the local chapter of the union. As is typical in Mexico, wages are renegotiated every year, while other terms and conditions of employment are renegotiated every two years. We will next renegotiate our collective bargaining agreements with our unionized employees in October 2006. We believe that our relations with our employees are good. We believe the wages we pay our employees are similar to those paid to employees of similar airport operating companies in Mexico.

We maintain a savings plan available to all of our employees pursuant to which our employees may make bi-weekly contributions of up to 13% of their pre-tax salaries. We make bi-weekly contributions matching each employee's contribution. Employees are entitled to withdraw the funds in their accounts on an annual basis. In 2003 and 2004, we made a total of Ps. 10.1 million and Ps. 11.2 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.

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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 several legal proceedings related to our airports, none of which is expected to have a material adverse effect on our business.

Ejido participants at Tijuana Airport

A portion of the land comprising the Tijuana International Airport was expropriated by the Mexican government in 1970 pursuant to its power of eminent domain. Prior to its expropriation, the land had been held by a group of individuals through a system of communal ownership of rural land known as an ejido . The former ejido participants have asserted claims against the Mexican government challenging the 1970 expropriation decree. Our Tijuana airport subsidiary has been joined in the proceedings, but only as an interested third party. Although, a judgment in favor of the former ejido participants could materially disrupt the airport's current operations, the terms of our concession require the Mexican government to provide restitution to us for any loss of our use of the land subject to our concessions.

Certain of the former ejido participants are currently occupying portions of the real property on which we operate Tijuana International Airport that are not currently essential to the airport's operations. Although these persons are not currently interfering with the airport's operations, their presence could limit our ability to expand the airport into the areas they currently occupy. In addition, there can be no assurance that the former ejido participants would not seek to disrupt the airport's operations if their legal claims against the Mexican government are not resolved to their satisfaction.

Deductibility of certain payments to the Mexican Airport and Auxiliary Services Agency

Pursuant to a management services agreement, our predecessor, the Mexican Airport and Auxiliary Services Agency agreed to provide certain services to our airports for a temporary transition period in exchange for a management fee of 26.5% of the gross monthly revenues of each of our subsidiary concession holders. Pursuant to the terms of this agreement, the Mexican Airport and Auxiliary Services Agency was only to provide these services until the date on which our strategic stockholder (AMP) acquired its 15% equity interest in our capital stock on August 25, 1999. However, AMP was unable to provide these services starting on August 25, 1999 and, as a result, the Mexican Airport and Auxiliary Services Agency continued to provide these services after August 25, 1999 through November 15, 1999 without an agreed management fee for this period.

An agreement with respect to the management fee owed for the period from August 25, 1999 to November 15, 1999 was not reached between us and the Mexican Airport and Auxiliary Services Agency until early in 2003. Upon reaching this agreement, we paid a total fee of Ps. 64.1 million (including value-added tax (IVA)) for these services. A deduction for this expense was taken in 2003.

One of the requirements under Mexican income tax law to deduct an expense in a fiscal period is that the service be rendered in the same period in which it is deducted. In light of this requirement, we requested confirmation from the Ministry of Finance and Public Credit that a deduction for the management fee for the period from August 25, 1999 through November 15, 1999 could be claimed in 2003, since an agreement with respect to the amount of this fee was not reached until 2003. On April 30, 2004, we were notified by the Ministry of Finance and Public Credit that it rejected the deduction of this expense in 2003. We have challenged the determination of the Ministry of Finance and Public Credit, as we believe our deduction in 2003 was fully justified. During 2005 we received a favorable ruling with respect to the claim relating to our Aguascalientes International Airport, but an

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unfavorable resolution from the first level of judicial authority for our Bajio, Guadalajara, Tijuana, Puerto Vallarta and Los Cabos International Airports. Although no assurance can be provided, we and our legal counsel believe that as the legal proceedings reach higher levels of judicial authority, there is a high probability of a favorable resolution. If we are unsuccessful in our challenge, we estimate that we would be required to pay approximately Ps. 21.5 million plus accrued surcharges and penalties over time until paid.

Refund of Income Tax

In 2002, we implemented a tax planning strategy designed to reduce our asset tax liability. As a result of this tax planning strategy, we reduced our tax provision in 2002 by Ps. 76.9 million (nominal pesos) and recorded an asset for recoverable income tax of the same amount in our Mexican GAAP financial statements. This provision has been eliminated in our reconciliation to U.S. GAAP. See Notes 14 and 22 to our audited year-end financial statements and Notes 13 and 21 to our audited interim financial statements for the nine-month period ended September 30, 2005.

In July 2003, we requested that the Mexican tax authorities confirm the criteria under which we are claiming this refund and these requests have been rejected. We have since initiated proceedings before the Mexican tax court seeking to have our refund claims adjudicated in our favor.

In the case of the Tijuana airport, the Mexican tax authorities fined us Ps. 19.1 million (nominal pesos) in May 2005 based on a finding that our refund request relating to this airport is unfounded. We paid the fine in order to obtain a discount on the fine (which was reduced to Ps. 11.4 million) and avoid accruing interest and inflation adjustments while we contest the fine. If we are successful in having the fine annulled, we would recover the amount of the fine plus interest and inflation adjustments. We have recorded the expected refund as an asset in our financial statements for the nine months ended September 30, 2005, as we do not believe there is any legal basis for the fine. Although this receivable is recognized under Mexican GAAP, under U.S. GAAP, this asset is considered a gain contingency, the recognition of which is not permitted until recovery is assured beyond a reasonable doubt.

There can be no assurance that we will be successful in these claims for the remaining airports. If these claims are not decided in our favor, we may be required to write off the remaining asset we have recorded in respect of the anticipated refund as well as any related fines that we have paid. At September 30, 2005, the aggregate amount of these assets was approximately Ps. 88.3 million (nominal pesos).

Proceedings before the Ministry of Finance and Public Credit regarding asset tax

On December 31, 2003, we commenced two administrative proceedings before the Ministry of Finance and Public Credit seeking (i) a reduction of the asset basis or the applicable rate for purposes of calculating asset tax liability and (ii) an increase of the recovery period of any asset tax paid. These proceedings were brought in the first case to reduce our cash tax payments. The second case was brought to extend the time period during which we are entitled to recover the excess of our asset tax liability over our income tax liability. Both proceedings seek to reduce our effective tax rate. During the fiscal years 2002, 2003 and 2004, and during the first nine months of 2005, our effective tax rates were 57%, 56%, 56% and 39%, respectively. Based on the advice of our tax advisors, our board of directors agreed during its meeting on April 29, 2004 to commence legal proceedings if the Ministry of Finance and Public Credit rejects our position. If we fail to succeed in these proceedings, we would continue to be obligated to pay asset taxes at rates comparable to those paid in recent years.

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Property tax claims by certain municipalities

Claims have been asserted against us by the municipalities of Mexicali, Los Mochis, Tijuana, Los Cabos and Aguascalientes for the payment of property taxes with respect to the real property on which we operate our airports in those cities, and similar claims may be asserted by other municipalities where we operate our airports. The claims in respect of the Los Mochis airport have been dismissed. In addition, in the case of Aguascalientes, although we have received a memorandum from the Aguascalientes Ministry of Finance stating that the Aguascalientes airport is exempt from property taxes, we continue to defend the claim in order to obtain a definitive judicial resolution, which we expect will be in our favor. We are also seeking the dismissal of remaining claims pending in Mexicali, Los Cabos and Tijuana. The total amount of the property-tax claims outstanding in each of Aguascalientes, Mexicali, Los Cabos and Tijuana are Ps. 2.6 million, Ps. 89 million, Ps. 12.2 million and Ps. 104.8 million, respectively, although any of these amounts could increase if the underlying claims are not resolved in our favor.

In Tijuana, the court has ordered the temporary encumbrance of certain of our assets, including our concession to operate the Tijuana airport, pending our deposit of a bond with the court as provisional security, in accordance with Mexican judicial procedures, pending the final resolution of the underlying claims. We intend to deposit a bond with the court as provisional security in place of our encumbered assets in the very near future, at which time we anticipate that the court will lift such encumbrances unconditionally.

In order to secure this surety bond, or any other future surety bond to challenge any property-tax claims by any other municipality, our airport subsidiaries have entered into a committed credit line with Scotiabank Inverlat, S.A. This credit line provides for the issuance of letters of credit up to an aggregate amount Ps. 300 million. In the event a letter of credit is drawn down and the amount drawn down remains unpaid for more than one business day, the outstanding balance will accrue interest at two times the Mexican interbank rate. Until the credit line expires in 2009, our airport subsidiaries are subject to certain financial covenants, including the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders' equity less intangible assets (including our concessions) and reserves for inflationary effects, in each case under Mexican GAAP) of at least Ps. 2.1 billion, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letters of credit and (iii) earn consolidated annual EBITDA of at least Ps. 1.0 billion. We expect that a letter of credit of approximately U.S.$14 million will be issued in the near future under this credit line in respect of the Tijuana claim.

A court has also ordered the temporary encumbrance of a portion of the revenues from the parking garage that we operate at the Mexicali airport to guarantee the property-tax claims of the Mexicali municipal government. In the event of a decision in our favor in the annulment proceeding that we have initiated with respect to each of those claims, we expect to recover such encumbered revenues in full.

We do not believe that liabilities related to any claims or proceedings against us are likely to have, individually or in the aggregate, a material adverse effect on our consolidated financial condition or results of operations because, should a court determine that these taxes must be paid in response to any future proceedings, we believe that the Mexican government, as the owner of the real property upon which we operate our airports, would be responsible for paying these taxes directly, and the obligation to pay these taxes is not otherwise contemplated in the terms of our concessions. Nonetheless, the Mexican government has indicated publicly that it may propose an amendment to the Mexican Constitution and other laws pursuant to which we could be liable to municipalities for property taxes in the future. If such a change were to occur and any amounts owed were substantial, these tax liabilities could therefore have a materially adverse effect on our consolidated financial condition or results of operations.

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Other claims by certain municipalities

In Guadalajara we are subject to claims by the municipality regarding our failure to obtain certain municipal licenses. We do not believe that we are subject to the license requirements at issue, and we have initiated proceedings to challenge the municipality's claims. In Tijuana, the municipal government adopted certain environmental regulations, which could materially affect our operation of the airport. We initiated proceedings to challenge the authority of the municipal government to adopt such regulations. In response to our challenge the municipal government voluntarily abandoned its regulations. Judicial proceedings will remain pending until the court determines that there is no longer a matter in controversy.

Contract regarding the operation of certain shuttle buses at Guadalajara International Airport

A claim has been asserted against us by Remaconst, S.A. de C.V. concerning a contract entered into between Remaconst and our predecessor in 1992. Remaconst had the right pursuant to the 1992 contract to operate certain shuttle buses at our Guadalajara International Airport for a period of ten years. At the expiration of the ten-year period, our Guadalajara International Airport terminated the contract. Upon our termination of the contract, Remaconst filed a claim against us disputing the termination of the contract on the basis that it had not recovered the investment it made in the shuttle buses pursuant to the terms of the contract during the ten-year period. This claim was decided in our favor in September 2005 when the trial court approved our termination of the contract and determined that we are not liable to Remaconst in connection with its claim. Remaconst appealed the decision of the trial court and this appeal was decided in our favor in January 2006. Remaconst may initiate proceedings in federal court for final review of the trial and appellate decisions, which were state court decisions. Although we believe it is unlikely, if Remaconst were to receive a favorable ruling against us, we believe our maximum exposure would not exceed approximately Ps. 110 million.

Changes to the Mexican Customs Law

On January 1, 2002, the Mexican government amended the Mexican Customs Law, requiring Mexican airport operators, at their cost, to provide adequate facilities to customs authorities as well as to acquire, install and maintain equipment to be used by these authorities. Such equipment includes X-ray, gamma or other similar machinery to inspect cargo, weighing equipment, closed circuit cameras, and other items required to maintain the continuous operation of the customs computer system (including electricity, security and telecommunications equipment). Each of our airports filed an amparo (a legal proceeding similar to an injunction or a habeas corpus action) against the Mexican government challenging the legal validity of the amendment to the Mexican Customs Law and the applicable court ruled in our favor in each case. On December 30, 2002, the Mexican government further amended the Mexican Customs Law, providing for certain additional requirements with respect to security equipment to be maintained at all Mexican airports. We have been advised by our Mexican counsel that the judgments with respect to the amparos filed by each of our airports in 2002 should apply to this additional amendment to the customs law; however, there can be no assurance that the Mexican government will agree with our analysis. If the Mexican government were to require us to comply, or, should the outcome of the amparos be adverse to us, we would be required to make the necessary expenditures. If we were required to make these expenditures, we do not believe that they would be material

Modification of the operating schedules of the Morelia and Los Cabos airports

The General Office of Civil Aviation has issued a decree extending the official operating schedules of the Morelia and Los Cabos airports to 24 hours per day. Pursuant to the decree, we can no longer double our charges for airport services provided outside of our official hours of operation. Any resulting reduction in revenue will reduce our ability to offset the increased operating expenses

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associated with an extended operating schedule. As a result, and also because the modification decree was issued without any input from us, we have initiated legal proceedings to challenge the decree. Pending the resolution of these proceedings, the Los Cabos airport has remained non-compliant with the decree pursuant to a temporary judicial stay of the decree. We continue to double our charges for services provided outside of this airport's standard operating hours of 7:00 a.m. to 6:00 p.m. Although the Morelia airport has not been granted such relief, we continue to double our charges for services during off hours; however, our airline customers currently pay us amounts corresponding to our standard charges in connection with services provided during off hours. In the event that these proceedings are not resolved in our favor, the schedule modifications and the resulting increases in expenses could have a material adverse effect on our financial condition and results of our operations.

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 (the "General Environmental Law") and its regulations, which are administered by the Ministry of the Environment and Natural Resources ( Secretaria de Medio Ambiente y Recursos Naturales ) and enforced by the Ministry's enforcement branch, the Federal Office for the Protection of the Environment ( Procuraduria Federal de Proteccion al Ambiente ); (ii) the General Law for the Prevention and Integral Management of Waste (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 and its regulations, which are administered and enforced by the National Waters Commission, ( Comision 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.

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, which are technical standards issued by competent regulatory authorities pursuant to the General Normalization Law ( Ley General de Metrologia y Normalizacion ) 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.

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

Prior to the opening of Mexico's airports to private investment, the Federal Office for the Protection of the Environment required that environmental audits 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 at of, and has issued compliance certificates for, all of our airports other than Guadalajara and Los Cabos. These certificates, which are known as Environmental Compliance Certificates ( Certificados de Cumplimiento Ambiental ) certify compliance with applicable Mexican environmental laws, regulations and applicable Mexican Official Norms and must be renewed in 2006 (Los Mochis, Hermosillo, Puerto Vallarta and Tijuana) and 2007 (La Paz and Mexicali). We are in the process of completing the corrective actions recommended by the Federal Office for the Protection of the Environment at our Guadalajara and Los Cabos airports.

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. For further information regarding these liabilities, see note 16.d to our audited financial statements.

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

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Investment in Environmental Compliance

Since our privatization, we have made significant efforts towards complying with environmental laws and regulations, with our investment in environmental compliance totaling Ps. 1.9 million in 2002, Ps. 1.3 million in 2003, Ps. 0.3 million in 2004 and Ps. 4.2 million in the first nine months of 2005. We expect to invest approximately Ps. 6.9 million in environmental compliance activities in 2006. However, we can provide no assurance that we may not have to make significant investments in environmental compliance in the future, whether due to noncompliance, changes to applicable regulatory frameworks or more stringent enforcement of applicable regulatory frameworks.

Please also see the discussion of legal challenges to environmental regulations in Tijuana described under "—Legal Proceedings—Other Claims by Municipalities."

Subsidiaries

The following table sets forth our subsidiaries at September 30, 2005.

Name of Company	Jurisdiction of Establishment	Percentage Owned	Description
Aeropuerto de Guadalajara, S.A. de C.V.	Mexico	100	Holds concession for Guadalajara International Airport
Aeropuerto de Tijuana, S.A. de C.V.	Mexico	100	Holds concession for Tijuana International Airport
Aeropuerto de Puerto Vallarta, S.A. de C.V.	Mexico	100	Holds concession for Puerto Vallarta International Airport
Aeropuerto de San Jose del Cabo, S.A. de C.V.	Mexico	100	Holds concession for Los Cabos International Airport
Aeropuerto de Hermosillo, S.A. de C.V.	Mexico	100	Holds concession for Hermosillo International Airport
Aeropuerto del Bajio, S.A. de C.V.	Mexico	100	Holds concession for Bajio International Airport
Aeropuerto de Morelia, S.A. de C.V.	Mexico	100	Holds concession for Morelia International Airport
Aeropuerto de La Paz, S.A. de C.V.	Mexico	100	Holds concession for La Paz International Airport
Aeropuerto de Aguascalientes, S.A. de C.V.	Mexico	100	Holds concession for Aguascalientes International Airport
Aeropuerto de Mexicali, S.A. de C.V.	Mexico	100	Holds concession for Mexicali International Airport
Aeropuerto de Los Mochis, S.A. de C.V.	Mexico	100	Holds concession for Los Mochis International Airport
Aeropuerto de Manzanillo, S.A. de C.V.	Mexico	100	Holds concession for Manzanillo International Airport
Servicios a la Infraestructura Aeroportuaria del Pacifico, S.A. de C.V.	Mexico	100	Provider of administrative services to our other subsidiaries
Pacifico Cargo, S.A. de C.V.	Mexico	100	Provider of cargo services at certain of our airports.

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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 Comunicacion "), enacted February 19, 1940;
•: the Mexican Civil Aviation Law (" Ley de Aviacion Civil "), enacted May 12, 1995;
•: the Mexican Federal Duties Law (" Ley Federal de Derechos "), revised on an annual basis;
•: the Mexican National Assets Law (" Ley de Bienes Nacionales "), enacted May 20, 2004; and
•: the concessions that entitle our subsidiaries to operate our 12 airports, which were granted on June 29, 1998 and amended on November 15, 1999.

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

Under the Mexican Airport Law, a concession granted by the Ministry of Communications and Transportation is required to construct, operate, maintain and develop a public service airport in Mexico. A concession generally must be granted pursuant to a public bidding process, except for: (i) concessions granted to (a) entities considered part of "the federal public administration" as defined under Mexican law and (b) 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 12 concessions to operate, maintain and develop the 12 principal airports in Mexico's Pacific and Central regions to our subsidiaries. Because our subsidiaries were considered entities of the federal public administration at the time the concessions were granted, the concessions were awarded without a public bidding process. However, the process of selling 15% of our capital stock to our strategic stockholder pursuant to the privatization process was conducted through a public bidding process. Each of our concessions was amended on November 15, 1999 in order, among other things, to incorporate each airport's maximum rates and certain other terms as part of the concession.

On February 17, 2000, the regulations under the Mexican Airport Law were issued. We believe we are currently complying with the material requirements of the Mexican Airport Law and its regulations. 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 Diario Oficial de la Federacion which, among other things, established regulations relating to concessions on

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real property held in the public domain, including the airports that we operate. The new Mexican National Assets Law established new grounds for revocation of concessions for failure to pay applicable taxes, but does not specify which taxed must be paid, including whether certain taxes to municipalities must be paid by a concessionaire.

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

Role of the Ministry of Communications and Transportation

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

•: plan, formulate and establish the policies and programs for the development of the national airport system;
•: construct, administer and operate airports and airport-related services for the public interest;
•: grant, modify and revoke concessions for the operation of airports;
•: establish air transit rules and rules regulating take-off and landing schedules through the Mexican air traffic control authority;
•: take all necessary action to create an efficient, competitive and non-discriminatory market for airport-related services, and set forth the minimum operating conditions for airports;
•: establish safety regulations;
•: 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, the Mexican Airport Law and the Mexican Civil Aviation Law, the Ministry of Communications and Transportation is required to provide air traffic control, radio assistance and aeronautical communications at Mexico's airports. The Ministry of Communications and Transportation provides these services through 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 Mexico's airports.

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Concession Fee

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

Scope of Concessions

We hold concessions granted to us by the Mexican government to use, operate, maintain and develop 12 airports in the Pacific and Central regions of Mexico in accordance with the Mexican Airport Law. As authorized under the Mexican Airport Law, each of the concessions is held by our subsidiaries for an initial 50-year term as of 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 the concession holder's acceptance of any new conditions imposed by the Ministry of Communications and Transportation and to its compliance with the terms of its concession.

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, 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.

In 2005, the Mexican government adopted a policy that requires all checked baggage on international commercial flights beginning in January 2006, and on domestic commercial flights beginning in July 2006, to undergo a new comprehensive screening process. The new process requires the installation of new screening equipment and that baggage be checked manually, whether or not the owner of the baggage is present, if the equipment signals the potential presence of prohibited items. Although airlines, rather than holders of airport concessions, are responsible under Mexican law for baggage screening, in order to comply with the new policy we are required to purchase, install and operate the new equipment and to conduct manual searches as necessary, which could increase our exposure to liability. In addition, the possibility for manual inspections pursuant to the new screening process raises issues concerning the permissibility, under the Mexican constitution, of manual baggage searches, generally, and searches outside the presence of the owners of the baggage, specifically.

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.

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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 fee 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 cannot assure you that we will not be required to obtain additional insurance once these amounts are specified.

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

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

Classification of Services Provided at Airports

The Mexican Airport Law and the 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;

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•: the general use of terminal space and other infrastructure by aircraft, passengers and cargo; and
•: the provision of access to an airport to third parties providing complementary services (as defined in the Mexican Airport Law) and third parties providing permanent ground transportation services (such as taxis).

•: Complementary Services. Complementary services may be rendered by an airline, by the airport operator or by a third party under agreements with airlines and the airport operator. These services include: ramp and handling services, passenger check-in, and aircraft security, catering, cleaning, maintenance, repair and fuel supply and related activities that provide support to air carriers.
•: Commercial Services. Commercial services involve services that are not considered essential to the operation of an airport or aircraft, and include, 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 not entered into any agreement with a third party with respect to the provision of airport services as we provide these services ourselves. All agreements relating to airport or complementary services are required to be approved by the Ministry of Communications and Transportation. The Mexican Airport Law provides that the concession holder is jointly liable with these third parties for compliance with the terms of the relevant concession with respect to the services provided by such third parties. All third-party service providers are required to be corporations incorporated under Mexican law.

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

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

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

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

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master development program or upon approval by the Ministry of Communications and Transportation. Information required to be presented in the master development program includes:

•: airport growth and development expectations;
•: 15-year projections for air traffic demand (including passenger, cargo and operations);
•: construction, conservation, maintenance, expansion and modernization programs for infrastructure, facilities and equipment;
•: a binding five-year detailed investment program and planned major investments for the following ten years;
•: descriptive airport plans specifying the distinct uses for the corresponding airport areas;
•: any financing sources; and
•: environmental protection measures.

The concessions provide for a 24-month period to prepare and submit the concession holder's master development program, and require the concession holder to engage recognized independent consultants to conduct polls among airport users with respect to current and expected quality standards, and to prepare air traffic projections and investment requirements. The concession holder must submit a draft of the master development program to an operations committee comprising each airport's principal users 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.

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

Changes to a master development program 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.

Each of our subsidiary concession holders submitted its current master development program for the 2000 to 2004 period for approval on July 14, 2000 and filed additional information on November 28, 2000. On November 30, 2000, the Ministry of Communications and Transportation approved these master development programs. Although these programs initially established our investment obligations thereunder on an annual basis, in 2003 the Ministry of Communications and Transportation conducted a review of our compliance with the obligations under our 2000-2004 master development programs through that date and we and the Ministry of Communications and Transportation subsequently amended these 2000-2004 programs to provide for a single committed investment amount for each airport for the entire 2000-2004 period.

In December 2004, the Ministry of Communications and Transportation approved the master development programs for each of our subsidiary concession holders for the 2005 to 2009 period. We will allocate a majority of our investments for the 2005 to 2009 period to our five largest airports.

Pursuant to the terms of our concessions, we are required to comply with the investment obligations under our master development programs on a year-by-year basis and the Ministry of Communications and Transportation is entitled to review our compliance thereunder (and apply

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sanctions accordingly) on an annual 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 can offer no assurance that it will not choose to review our compliance with our obligations on an annual basis going forward.

Aeronautical Services Regulation

The Mexican Airport Law provides for the Ministry of Communications and Transportation to establish price regulations for services for which there is no competitive market, as determined by the Antitrust Commission. 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 November 15, 1999, 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. Under this price regulation system, the Ministry of Communications and Transportation establishes a maximum rate for each airport for every year in a five-year period. The maximum rate is the maximum amount of revenues per workload unit that may be earned at an airport each year from regulated revenue sources. Under this regulation, a workload unit is equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo. We are able to set the specific prices for each aeronautical service every six months (or more frequently if accumulated inflation since the last adjustment exceeds 5%), as long as the combined revenue from regulated services at an airport does not exceed the maximum rate per workload unit at that airport. Since our aggregate revenues resulting from regulated services are not otherwise restricted, increases in passenger and cargo traffic permit greater revenues overall within each five-year interval for which maximum rates are established.

In 2004 and the first nine months of 2005, approximately 82.4% and 81.6%, respectively, of our total revenues were earned from aeronautical services subject to price regulation under our maximum rates.

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Our revenues from non-aeronautical services, including revenues that we earn from most commercial activities in our terminals, are not regulated under this dual-till price regulation system and are therefore not subject to a ceiling. For a description of how we classify our revenues into aeronautical and non-aeronautical services, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Classification of Revenues."

Historical Maximum Rates and Maximum Rates for 2005 through 2009

The maximum rates for each of our airports were initially approved by the Ministry of Communications and Transportation through December 31, 2004 and are reflected in the terms of our concessions. For subsequent periods, each airport's maximum rate is to be determined by the Ministry of Communications and Transportation based on a general framework established in our concessions. This framework reflects, among other factors, projections of an airport's revenues, operating costs and capital expenditures, as well as the estimated cost of capital related to regulated services and projected annual efficiency adjustments determined by the Ministry of Communications and Transportation. The schedule of maximum rates for each airport is to be established every five years. In December 2004, the Ministry of Communications and Transportation set new airport maximum rates for the period from January 1, 2005 through December 31, 2009.

The following tables set forth the maximum rates for each of our airports for the periods indicated under our 2000 to 2004 master development programs and under the master development programs that went into effect as of January 1, 2005. These maximum rates are subject to adjustment only as described above or under the limited circumstances described below under "Special Adjustments to Maximum Rates."

Historical Maximum Rates ⁽¹⁾

	Year ended December 31,
	2000		2001		2002		2003		2004
Guadalajara	Ps.	97.55	Ps.	96.57	Ps.	95.61	Ps.	94.65	Ps.	93.70
Tijuana		75.14		74.40		73.66		72.91		72.18
Puerto Vallarta		111.27		110.16		109.05		107.97		115.34
Los Cabos		130.79		129.47		128.18		126.89		125.62
Hermosillo		85.99		85.13		84.27		83.44		82.59
Bajio		109.83		108.73		107.64		106.57		111.71
Morelia		114.89		113.74		112.60		111.48		110.35
La Paz		107.67		106.59		105.52		104.46		103.42
Aguascalientes		96.11		95.14		94.18		93.24		92.31
Mexicali		86.71		85.84		84.98		84.14		83.29
Los Mochis		104.78		103.73		102.69		101.65		100.65
Manzanillo		99.71		98.72		97.73		96.75		95.78

⁽¹⁾: Expressed in constant pesos as of December 31, 2004.

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Current Maximum Rates ⁽¹⁾

	Year ended December 31,
	2005		2006		2007		2008		2009
Guadalajara	Ps.	96.39	Ps.	95.67	Ps.	94.95	Ps.	94.24	Ps.	93.53
Tijuana		76.88		76.30		75.73		75.17		74.61
Puerto Vallarta		117.70		116.82		115.94		115.07		114.20
Los Cabos		122.30		121.38		120.47		119.56		118.67
Hermosillo		83.72		83.08		82.47		81.84		81.24
Bajio		111.05		110.21		109.39		108.57		107.75
Morelia		123.22		122.30		121.38		120.47		119.56
La Paz		110.85		110.02		109.19		108.38		107.57
Aguascalientes		103.08		102.30		101.53		100.77		100.02
Mexicali		90.52		89.84		89.16		88.49		87.83
Los Mochis		105.88		105.09		104.30		103.51		102.74
Manzanillo		116.93		116.05		115.18		114.32		113.46

⁽¹⁾: Expressed in constant pesos as of December 31, 2004.

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 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.
•: 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 Mexico.
•: An efficiency factor to be determined by the Ministry of Communications and Transportation. For the five-year period ending December 31, 2004, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 1%. For the five-year period

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ending December 31, 2009, the maximum rates applicable to our airports reflect a projected annual efficiency improvement of 0.75%.

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. We prepare a proposal to submit to the Ministry of Communications and Transportation establishing the values we believe should be used with respect to each variable included in the determination of maximum rates, including the efficiency factor, projected capital expenditures and the discount rate. The maximum rates ultimately established by the Ministry of Communications and Transportation historically have resulted from a negotiation between the Ministry of Communications and Transportation and us regarding these variables.

The concessions provide that each airport's reference values, discount rate and the other variables used in calculating the maximum rates do not in any manner represent an undertaking by the Ministry of Communications and Transportation or the Mexican government as to the profitability of any concession holder. Therefore, whether or not the maximum rates (or the amounts up to the maximum rates that we 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 (Mexico City). On September 30, 2005, the daily minimum wage in Mexico City was Ps. 46.80. As a result, the maximum penalty at such date could have been Ps. 2.3 million (U.S.$0.2 million) per airport.

Our concessions provide that, during 2000 and 2001 our calculation of workload units (one passenger or 100 kilograms (220 pounds) of cargo) included transit passengers. Beginning January 1, 2002, the Ministry of Communications and Transportation established that the calculation of workload units would not include transit passengers for subsequent years. The current workload unit calculation is therefore equal to one terminal passenger or 100 kilograms (220 pounds) of cargo.

Special Adjustments to Maximum Rates

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

•: Change in law or natural disasters. A concession holder may request an adjustment in its maximum rates if a change in law with respect to quality standards or safety and environmental protection results in operating costs or capital expenditures that were not contemplated when its maximum rates were determined. In addition, a concession holder may also request an adjustment in its maximum rates if a natural disaster affects demand or requires unanticipated capital expenditures. There can be no assurance that any request on these grounds would be approved.
•: 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

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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 fee under Mexican Federal Duties Law. An increase in duty payable by a concession holder under the Mexican Federal Duties Law entitles the concession holder to request an adjustment in its maximum rates. There can be no assurance that any request on these grounds would be approved.
•: Failure to make required investments or improvements. The Ministry of Communications and Transportation annually is entitled 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.

Ownership Commitments and Restrictions

The concessions require us to retain a 51% direct ownership interest in each of our 12 concession holders throughout the term of these concessions. Any acquisition by us or 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 Mexico's southern and northern borders.

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

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

Reporting, Information and Consent Requirements

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

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•: if a person has the ability to appoint a majority of the members of the board of directors of a concession holder; and
•: if a person by any other means acquires control of an airport.

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.

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 or without the approval of air traffic control authorities, of an airport by any aircraft that does not comply with the requirements of the Mexican Civil

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Aviation Law, that has not been authorized by the Mexican air traffic control authority, or that is involved in the commission of a felony;

•: knowingly appointing a chief executive officer or board member of a concession holder that is not qualified to perform his functions under the law as a result of having violated criminal laws;
•: the failure by the concession holder to pay the Mexican government the airport concession fee;
•: our failure to beneficially own at least 51% of the capital stock of our 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 concessions.

According to the Mexican National Assets Law, Mexico's national patrimony consists of private and government-owned assets of Mexico. 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.

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The Mexican Airport Law provides that sanctions of up to 200,000 times the minimum daily wage in the Federal District (Mexico City) may be assessed for failures to comply with the terms of a concession. On September 30, 2005, the daily minimum wage in Mexico City was Ps. 46.80. As a result, the maximum penalty at such date could have been Ps. 9.4 million (U.S.$0.9 million).

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.

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MANAGEMENT

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 uneven number of directors determined at an ordinary general meeting of stockholders and is required to have at least 11, but not more than 13, members. Under Mexican law, at least 25 percent of our directors must be independent (as defined under Mexican law). Currently, the board of directors consists of 11 directors, each of whom has been elected at the annual stockholders' meeting for a term of one year or until a successor has been appointed.

Our bylaws provide that the holders of Series BB shares are entitled to elect four members to the board of directors. Our remaining directors are elected by the holders of our Series B shares. Under our bylaws, each stockholder or group of stockholders owning at least 10% of our capital stock in the form of Series B shares is entitled to elect one member to the board of directors. The other directors to be elected by the holders of our Series B shares are elected by majority vote of all holders of Series B shares present at the stockholders' meeting (including stockholders that individually or as part of a group elected a director as a result of their 10% stake).

Under the participation agreement and the shareholders' agreement between NAFIN, as trustee of the selling stockholder, Bancomext and AMP, NAFIN and AMP have agreed that prior to the consummation of this global offering four of our directors would be elected by AMP, five would be elected by NAFIN and the remaining two independent directors would be elected jointly by NAFIN and AMP.

The following table lists the title, date of appointment, age and alternate of each of our current directors.

Name	Title	Director since	Age	Alternate
Ernesto Velasco Leon	Chairman and Director	May 3, 2001	63	Fidel Roberto Castaneda y Ramirez
Aaron Dychter Poltolarek	Director	May 28, 1998	53	Gilberto Lopez Meyer
Rodolfo Salgado Leyva	Director	February 13, 2002	40	Francisco Alfredo Ramirez Vazquez
Agustin Arellano Rodriguez	Director	December 6, 1999	49	Arturo Servin Hernandez
Ricardo Albarran Campillo*	Director	August 1, 2001	39	Roberto Albarran Campillo
Jose Luis Fernandez Bueno	Director	May 10, 2002	64	Miguel Angel Flores Ramirez
Demetrio Ullastres Llorente*	Director	November 27, 2002	60	Manuel Garcia Buey
Jaime de la Rosa Montes*	Director	November 15, 1999	47	Honorato Lopez Isla
Javier Marin San Andres*	Director	August 1, 2001	46	Vicente Emilio Alonso Diego
Francisco Javier Fernandez Carbajal	Director	April 27, 2005	50	Alejandro Soberon Kuri
Juan Manuel Mancilla Leal	Director	October 10, 2001	58	Francisco Glennie y Graue

*: Elected by AMP as holder of Series BB shares, which represents 15% of our capital stock.

Ernesto Velasco Leon. Mr. Ernesto Velasco Leon is the President of our board of directors and has been the General Director of Airports and Auxiliary Services since 2000. He has been the Director of the Architecture Department of the Universidad Nacional Autonoma de Mexico (UNAM), Technical Associate Director of the Instituto del Fondo Nacional Para la Vivienda de los Trabajadores (INFONAVIT), Associate General Director of Works and Maintenance of the Instituto de Seguridad Social al Servicio de los Trabajadores del Estado (ISSSTE), Associate Director of Construction and Conservation of the Mexican Airport and Auxiliary Services Agency and he was a part of the Board of Directors of the International Constructors Airports Administration (ICAA). Currently, he is also President of the Board of Directors of Grupo Aeroportuario del Centro Norte, S.A. de C. V. and of the Grupo Aeroportuario Ciudad de Mexico, S.A. de C.V. Mr. Velasco is also a member of the board of directors of Administradora Mexiquense del Aeropuerto Internacional de Toluca, S.A. de C.V. and Operadora Estatal de Aeropuertos, S.A. de C.V. Mr. Velasco has a degree in Architecture from the

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Universidad Nacional Autonoma de Mexico (UNAM) and a degree in Industrial Design from the Central School of Art and Design in London, England.

Aaron Dychter Poltolarek. Mr. Aaron Dychter Poltolarek is a member of our board of directors and has been Undersecretary of Transportation of the Ministry of Communications and Transportation since December 1994. Previously, Mr. Dychter was Chief of the Investment, Energy and Industry Unit of the Undersecretary of Expenditures of the Ministry of Finance and Public Credit, Chief of the Investment Unit of the Undersecretary of Budget Control of the Ministry of Finance and Public Credit, Coordinator of Advisors to the Undersecretary of Budget of the Ministry of Budget and Director General of Energy Policy of the Ministry of Energy, Mining and Industry. Currently, Mr. Dychter is a member of our board of directors and of the boards of directors of Grupo Aeroportuario del Sureste, S.A. de C.V., Grupo Aeroportuario del Centro Norte, S.A. de C.V. and Grupo Aeroportuario de la Ciudad de Mexico, S.A. de C.V., as well as of the subsidiaries of least two of these companies. Mr. Dychter received a Ph.D in economics from George Washington University. Mr. Dychter was appointed director by NAFIN.

Rodolfo Salgado Leyva. Mr. Rodolfo Salgado Leyva is a member of our board of directors and has been the General Coordinator of the Support Unit for Structural Change of the Ministry of Communications and Transportation since 2002, reporting directly to the Secretary of Communications and Transportation. He has previously served as Vice President, Chief Strategy and Knowledge Officer, North American region for Siemens Business Services LLC, Manager of Strategy, Strategic Scenarios and Knowledge Management for the Coca-Cola Company, and project leader and commercial pilot of Mexicana Airlines. Currently he is also a member of the board of directors of the Consejo de Administracion de Grupo Aeroportuario del Centro Norte, S.A. de C.V. and Grupo Aeroportuario de la Ciudad de Mexico, S.A de C.V. Mr. Salgado is a commercial aviation pilot and has a master's degree in business administration from the Massachusetts Institute of Technology (MIT) and a degree in labor law and social security from the Instituto Tecnologico Autonomo de Mexico (ITAM).

Agustin Arellano Rodriguez. Mr. Agustin Arellano Rodriguez has been the General Director of Servicios to the Navegacion en el Espacio Aereo Mexicano, the Mexican air traffic control authority, since January 1998. Previously, Mr. Arellano was Technical Director of this entity. Mr. Arellano is also a member of the board of directors of Grupo Aeroportuario del Centro Norte, S.A. de C.V. and Grupo Aeroportuario de la Ciudad de Mexico, S.A. de C.V. and Airports and Auxiliary Services. Mr. Arellano holds a master's degree in product management from the Centro Internacional de Estudios Superiores Empresariales in Spain, as well as a degree in air traffic signal navigation and processing systems from ENAC, France.

Ricardo Albarran Campillo. Mr. Ricardo Albarran Campillo is a member of our board of directors and has been since 2001. Currently and since 1994, he has been the President and General Director of Holdinmex, S.A. de C.V., and is responsible for the Direction of Development for all affiliates and subsidiaries of Grupo Holdinmex, such as: International Corporate and Cargo Services, S.A. de C.V., Infonet Computer Services, Inc., Central Integral en Medios Exteriores, S.A. de C.V., Promotora Blue Shot, S.A. de C.V., Market Pro, S.A. de C.V., and Poder Humano, S.A. de C.V., among others. He holds a high school degree from Middlesex School in Concord, MA and a B.A. and a Minor in Business Administration from Southern Methodist University in Dallas, Texas. During his university years, he studied in institutions in Paris, France, and Rome, Italy. He then went on to pursue a degree from the Massachusetts Institute of Technology in the Executive Program for the Americas. We expect that the resignation of Mr. Albarran Campillo will be accepted prior to the consummation of the global offering.

Jose Luis Fernandez Bueno. Mr. Jose Luis Fernandez Bueno is a member of our board of directors and was the Adjunct General Director of Finances and Operations to Mexican Airports and Auxiliary Services from 2002 to 2004, and has since acted as Coordinator of its Corporate Services unit.

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He has been the General Internal Auditor of the Airport Network for the Federal Airports Corporation in Australia, Consultant of the Sydney Airports Corporation Limited in the areas Aeronautic Business Development, General Manager of Administration and Finance of Auxiliary Services and Associate Director of Control and Vigilance of the Decentralized Organizations and Corporations of National Participation of the National Wealth Ministry. Mr. Fernandez is also a member of the board of directors of Grupo Aeroportuario de Centro Norte, S.A. de C.V., Grupo Aeroportuario de la Ciudad de Mexico, S.A. de C.V. and Administradora Mexiquense del Aeropuerto Internacional de Toluca, S.A. de C.V. Mr. Fernandez has a degree of public accountancy from the Universidad Nacional Autonoma de Mexico and a degree in management from the Macquarie University in Sydney, Australia. We expect that the resignation of Mr. Fernandez Bueno will be accepted prior to the consummation of the global offering.

Demetrio Ullastres Llorente. Mr. Demetrio Ullastres Llorente is a member of our board of directors and has been since 2002. Since 2004 he is the President of the Service and Concessions Division of ACS. He received his Bachelor's of Arts as a transportation engineer from the Colegio del Pilar in Madrid, Spain and has since worked in various capacities at Dragados in Cadiz, Delegate of Edification, Manager of Civil Works, International Director, President of Dragados Industrial and President of Dragados Works and Projects. In 2001, he was named the General Director of Grupo Dragados, responsible for the areas of construction and concessions. In 2002, he was awarded a medal of Professional Merit by the Colegio de Ingenieros de Caminos, Canales y Puertos.

Jaime de la Rosa Montes. Mr. Jaime de la Rosa Montes is a member of our board of directors and has been President of Union FENOSA Mexico since 1997. He is also President of Soluziona Mexico, a company comprising engineering and construction, telecommunications, consulting, quality control and environment-related businesses. He previously served as General Director for Asea Brown Boveri in Mexico from 1990 to 1996 and Director of International Operations in the area of Automatization, Measurement and Control for Westinghouse Electric Corp. in the United States from 1981 to 1990. He has also been a member of the boards of directors of IUSA and COLUMBIA, Vice President of the Mexican Association of Electric Energy and he is currently President of the board of directors of AMP, our strategic stockholder. Mr. de la Rosa is married to Mr. Guzman's cousin. Mr. de la Rosa has a degree in Industrial Electric Engineering from La Salle University and a master's degree in Business Administration from Duke University.

Javier Marin San Andres. Mr. Javier Marin San Andres is a member of our board of directors and has been since 2001. He is currently Director of Aeropuertos Espanoles y Navegacion Aerea and is in charge of the management and development of the airport network in Spain. He is also a member of the board of directors of Centro Logisticos Aeroportuarios S.A. (serving as Vice President) and Ingenieria y Economia del Transporte, S.A., as well as several Mexican companies, including Aeropuertos Mexicanos del Pacifico, S.A. as well as Colombian companies such as Aeropuertos del Caribe, S.A., Sociedad Aeroportuaria de la Costa, S.A., Aerocali, S.A. and Compania de Extincion General de Incendios, S.A. In 1999, he was appointed Chief Executive Officer and General Director of Aeropuertos Espanoles y Navegacion Aerea, which he joined in 1991 and at which he served in various executive capacities until his appointment from 1993 to 1996 as General Director of Air Navigation and in 1997 as Director of Corporate Development, responsible for strategic planning the initial international development of AENA as an airport operator. He has also served as the General Direction of Civil Aviation at the Universidad Politecnica de Madrid, in the Experimental Center of the Eurocontrol Organization in Paris, as well as in the Indra Corporation Group. He holds a degree in Aeronautic Engineering from the Universidad Politecnica de Madrid and has a degree in Finance and Economics Management from the Chamber of Commerce in Madrid and a Graduate degree in management from the IESE, Universidad de Navarra.

Francisco Javier Fernandez Carbajal. Mr. Francisco Javier Fernandez Carbajal is a member of our board of directors and has been since April 27, 2005. Since 2002 he has served as a consultant for

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public and private investment transactions including mergers, acquisitions, strategic joint ventures and debt and equity issuances, and his experience includes transactions in domestic and international markets. From 2000 through 2002 he served as General Director of the Corporate Development division at Grupo BBVA Bancomer, S.A. de C.V. after having held other positions at BBVA Bancomer since 1991. From 1989 through 1991 he held positions at Acciones Bursatiles, S.A. de C.V. and Fianzas Monterrey, S.A. He has been member of various boards of directors of companies in several industries, including Grupo Gigante, S.A. de C.V. (supermarkets), Ixe Grupo Financiero, S.A. de C.V. (finance), Fomento Economico Mexicano (FEMSA), S.A. de C.V. (beverage production and distribution), Grupo Bimbo, S.A. de C.V. (food products) and Infommersion, Inc. (software developer). Mr. Fernandez Carbajal has a degree in engineering from the Instituto Tecnologico y de Estudios Superiores de Monterrey (ITESM) and a master's degree in business from the Harvard Business School.

Juan Manuel Mancilla Leal. Mr. Juan Manuel Mancilla Leal is a member of our board of directors and has been since 2001. He began his career in 1968 in Asbestos de Mexico and has since served as a director of that organization. He is an advisor to the president of Union FENOSA, Mr. Jaime de la Rosa Montes, and is the father-in-law of an employee of Union FENOSA. He has been member of various boards of directors of companies in several industries, including tourism (the Hyatt hotel chain, Krystal hotels), entertainment (Mundo Divertido, Gold's Gym and Videovisa), industry (Viejo Vergel and Asbestos de Mexico), food (Promotora Alimentaria de Sonora, S.A., Agropecuaria de Sonora and Aves de Sonora), editorial (Videovisa Publicaciones), retail (Kalmar, the Atlas Foot stores, Gamatel and Yaquitel) and finance (Operadora de Bolsa, Grupo Financiero Ixe and Casa de Cambio Consultoria Internacional). In 1993 he acquired the Casa de Bolsa Fimsa, which today is Grupo Financiero Ixe. Mr. Mancilla Leal has a degree in Business Administration from the Universidad Iberoamericana de la Ciudad de Mexico. We expect that the resignation of Mr. Mancilla Leal will be accepted prior to the consummation of the global offering.

Prior to the consummation of the global offering, we expect that the resignations of Ricardo Albarran Campillo, Jose Luis Fernandez Bueno and Juan Manuel Mancilla Leal will be accepted at a shareholders' meeting. In their place, we expect that the following three directors will be elected:

Eduardo Sanchez Navarro Redo. Mr. Eduardo Sanchez Navarro Redo is currently the chairman of AMP. He is also the chairman of Grupo Questro, a real estate investment group with substantial holdings in Los Cabos, including luxury resorts and residential developments such as Cabo Real, Club Campestre San Jose and Puerto Los Cabos, as well as Club de Golf Bosques in Mexico City. Since 1986, Mr. Sanchez Navarro Redo has been the Vice President of Consejo de Grupo Embotelladoras Unidas, the second largest Pepsi bottling group in Mexico. He is also the current President of the Asociacion de Inversionistas en Hoteles y Empresas Turisticas , a member of the National Tourism Business Counsel, a member of the Counsel for Promotion of Mexican Tourism, a member of the Sustainable Northeast Counsel and founder of the Coordinating Counsel of Los Cabos.

Francisco Glennie y Graue Mr. Francisco Glennie y Graue has served previously as an alternate member of our board of directors and as a member of our audit committee. Since 2003, he has been affiliated with Challenger, Gray and Christmas, a U.S. human resources consulting firm, as its representative in Mexico City following several years as an independent executive search consultant. He had previously served as vice-president of human resources for Pepsi Cola in Mexico and as the director of human resources for the Latin America region of Frito Lay. Mr. Glennie y Graue has also served in human resources positions of increasing seniority at such companies as Unilever and Sabritas, one of Mexico's leading snack food companies, following several years in various human resources positions at Ford Motor Company. Mr. Glennie y Graue obtained his B.A. in industrial relations at the Universidad Iberoamericana in Mexico City and has completed the Senior Management Program at the Instituto Panamericano de Alta Direccion de Empresa in Mexico City.

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Jose Manuel Rincon Gallardo Puron Mr. Jose Manuel Gallardo Puron is an accountant who currently serves on the boards of directors and audit committees of numerous large Mexican companies, including Cemex, S.A., de C.V. and Grupo Financiero Banamex, a subsidiary of Citigroup. He has also served as a managing partner of KPMG Mexico and has served on various committees of KPMG at a national and international level. Prior to joining KPMG, he was a partner at Ernst & Young in Mexico. He is a member of the Mexican Institute of Public Accountants and the Mexican Institute of Financial Executives. He received a degree in accounting from the Universidad Nacional Autonoma de Mexico and has studied administration and finance at the Wharton School of the University of Pennsylvania, Stanford University and the University of California at Los Angeles.

Mr. Sanchez Navarro Redo is expected to be elected by the holders of Series BB shares, and will thus replace Mr. Albarran Campillo.

At the shareholders meeting we also expect that the shareholders will vote to eliminate alternates for members of our board of directors, other than alternates of the directors elected by Series BB shareholders.

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

Executive Officers

Pursuant to our bylaws, the holders of Series BB shares are entitled to appoint and remove our chief executive officer, our chief financial officer, our chief operating officer and our commercial director.

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
Carlos Francisco del Rio Carcano ⁽¹⁾	Chief Executive Officer	August 1, 2001	55
Rodrigo Guzman Perera ⁽¹⁾	Chief Financial Officer	August 1, 2001	33
Angel Pablo Lerma Gaude ⁽¹⁾	Technical Operative Director	October 30, 2003	42
Carlos Criado Alonso ⁽¹⁾	Director of Commercial Activities	April 21, 2005	47
Sergio Enrique Flores Ochoa	General Counsel	February 8, 2002	52
Pedro Andres Sanchez-Mejorada Corral	Director of Institutional Relations	February 7, 2002	62
Rolando Bon Lopez	Director of Human Resources	February 7, 2002	52

⁽¹⁾: Appointed by AMP as holder of Series BB shares.
⁽²⁾: Date of appointment.

Carlos Francisco del Rio Carcano. Mr. del Rio was named our Chief Executive Officer in August 2001. Previously, he was Director General of Control y Montajes Industriales CYMI S.A., President of CAE ASIA in Singapore, Executive Advisor to ENELEC in Portugal, and Advisor to the Mexican Airport and Auxiliary Services Agency, DYCTEL and MAKIBER. He was also head of Communications and Energy Works D.R. Cataluna, head of construction work for Lineas Telefonicas for Barcelona and Lerida, head of Channeling Works in Baleares, and head of Planning and Control of the Mediterranean Highway for the Tramos Vinaroz and Benisa sections. Mr. del Rio received a telecommunications engineering degree from ETSIS Madrid.

Rodrigo Guzman Perera. Mr. Guzman was named our Chief Financial Officer in August 2001. In 1999, Mr. Guzman represented Union FENOSA in its participation in AMP. Previously, he was the General Comptroller and Director of Tax Planning of Union FENOSA Mexico, the Chief Financial Officer of Ibertec Mexico, S.A. de C.V. (controlled by Union FENOSA) and the Chief Financial

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Officer of Ibersis Mexico (controlled by Union FENOSA). Mr. Guzman also served as Chief Financial Officer of Inversora del Noroeste, S.A. de C.V. and Fuerza y Energia de Hermosillo, S.A. de C.V. in 1998 and 1999. Mr. Guzman received a degree in business from the Instituto Tecnologico Autonomo de Mexico (ITAM). Mr. Guzman is a cousin of Mr. Jaime de la Rosa's wife and is cousin to two executives of affiliates of Union FENOSA.

Angel Pablo Lerma Gaude. Mr. Lerma was named our Technical Operative Director in 2003. He has 15 years of professional experience and joined AENA at its inception in 1991. He bas been an AENA representative and member of working groups for various international organizations and associations: OACI (Organizacion de la Aviacion Civil Internacional), AFSG (Aeronautical Fixed Services Group), and EAN (European Aeronautical Network). Previously, he served under the Direccion General de Aviacion Civil de Espana and in Construcciones Aeronauticas, S.A. Mr. Lerma has a degree in Aeronautical Engineering with a specialty in Airports, Navigation and Aerial Transport from the Universidad Politecnica de Madrid.

Carlos Criado Alonso. Mr. Criado was named our Director of Commercial Activities in April 2005. Previously, he was Head of International Relations and Airport Marketing at Aeropuertos Espanoles (AENA) and served in various capacities at OAAN and the Center of Airport Operations at the Madrid Barajas Airport. He is a member of several committees of the International Airport Counsel (Europe). Mr. Criado has more than ten years of experience in the airport industry and has participated as a presenter in various forums in international airport organizations. Mr. Criado received a bachelor's degree in English from the Universidad Complutense de Madrid.

Sergio Enrique Flores Ochoa. Mr. Flores was named our General Counsel in February 2002. Previously, he was the Manager of legal matters for the Mexican Airport and Auxiliary Services Agency and the Assistant District Attorney for the Federal District of Mexico. In addition, he was the head of the legal department of INFONAVIT and Manager of legal matters for NAFINSA. Mr. Flores received a degree in law as well as a master's degree from the Universidad Nacional Autonoma de Mexico (UNAM).

Pedro Andres Sanchez-Mejorada Corral. Mr. Sanchez was named our Director of Institutional Relations in February 2002. Previously, he was Sub-director of Investor Relations of Transportacion Maritima Mexicana, S.A. de C.V. and Executive Vice President of Penoles Metals & Chemicals Inc. Mr. Sanchez received a degree in accounting from the Instituto Tecnologico de Estudios Superiores de Monterrey.

Rolando Bon Lopez. Mr. Bon was named our Director of Human Resources in February 2002. Previously, he was an advisor to the Board of Directors of Grupo Aeroportuario del Centro Norte, S.A. de C.V., Comptroller of Grupo Aeroportuario de la Ciudad de Mexico, S.A. de C.V. and Aeropuerto Internacional de la Ciudad de Mexico, S.A. de C.V. He was also Audit Manager of the Mexican Airport and Auxiliary Services Agency (at the corporate and subsidiary levels), General Director of Administration and General Juridical Fiduciary Director of the Banco Nacional de Comercio Interior, General Director of Programming and Budgeting of the Programming and Budgeting Ministry. Mr. Bon also served as a director on various boards of directors of Mexican government entities, including Instituto Mexicano de la Radio and El Nacional newspaper. He received a degree in law from the Universidad Nacional Autonoma de Mexico (UNAM).

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

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Statutory Auditor

Our bylaws provide for two or more statutory auditors who report to the stockholders at the ordinary general stockholders' meeting on the accuracy of the financial information presented by the board of directors and generally review our affairs. Our bylaws provide that each stockholder or group of stockholders owning at least 10% of our shares is entitled to appoint a statutory auditor and an alternate. The statutory auditors are authorized to: (i) call ordinary or extraordinary stockholders' meetings; (ii) place items on the agenda for meetings of stockholders or the board of directors; and (iii) attend, but not vote at, meetings of stockholders, the board of directors and our management committees. The current statutory auditors are Jose Alejandro Casas Gonzalez, whose alternate is Carlos Pantoja Flores, and Froylan Rolando Hernandez Lara, whose alternate is Jorge Ventura Nevares.

Compensation of Directors and Executive Officers

For 2004, the aggregate compensation earned by our directors, alternate directors and executive officers was approximately Ps. 42 million, including 30 executives (general director, corporate directors, corporate managers, coordinators and airport administrators).

None of our directors, alternate directors or executive officers is the beneficial owner of more than 1% of any class of our capital stock.

None of our directors of 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.

Committees

Our bylaws provide for four committees to assist the board of directors with the management of our business: an Operating Committee, an Audit Committee, an Acquisitions and Contracts Committee and a Nominations and Compensation Committee. The following descriptions of the committees give effect to changes that we expect to occur prior to the consummation of the global offering.

Operating Committee

The Operating Committee, which has six members, is responsible for proposing and approving certain plans and policies relating to our business, investments and administration, including approval of the master development programs of our subsidiary concession holders, our dividend policy and investments of less than U.S. $2.0 million that are not provided for in our annual budget. Pursuant to our bylaws, the board of directors is authorized to appoint the six members of the Operating Committee. Board members elected by the holders of Series BB shares have the right to appoint three of the committee members, one of whom is required to be the chief executive officer. The chief executive officer presides over the committee and has a tie-breaking vote. The consent of the Series BB directors is also required to select the members of the Operating Committee that are not members of our board or officers of our company. The members of the Operating Committee are Carlos del Rio Carcano, Vicente Emilio Alonso Diego, Jaime de la Rosa Montes, Fidel Roberto Castaneda y Ramirez, Agustin Arellano Rodriguez and Rodolfo Salgado Leyva. A secretary has also been appointed who is not a member of the committee.

Audit Committee

The Audit Committee, which has five members, is responsible, among other things, for (i) monitoring the compliance of our directors and officers with our bylaws (estatutos sociales) and applicable law, (ii) naming, and supervising the work of, our independent auditors and (iii) receiving and investigating internal complaints or other information concerning our systems of internal control

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and other such matters. Our bylaws provide that a stockholders' meeting shall determine the number of members that the Audit Committee shall have, provided there must at all times be at least three members. The members of the board of directors elected by the holders of Series BB shares are entitled to appoint to the Audit Committee the number of members representing 20% of the committee's total members. The composition of the Audit Committee must at all times be compliant with all applicable laws and regulations in every jurisdiction where our securities are listed or quoted. The committee also appoints a special delegate, who may not be a person appointed by the holders of Series BB shares nor be related to such a person. The special delegate is charged with ensuring that AMP complies with its obligations under the technical assistance agreement with us. The members of the Audit Committee are Rodolfo Salgado Leyva, Jaime de la Rosa Montes, Francisco Javier Fernandez Carbajal, Francisco Glennie y Graue and Jose Manuel Rincon Gallardo Puron. Manuel Garcia Buey has been elected as an alternate member to Jaime de la Rosa Montes. A secretary has also been appointed, who is not a member of the committee.

Acquisitions and Contracts Committee

The Acquisitions and Contracts Committee, composed of three members, is responsible for ensuring compliance with our procurement policies set forth in our bylaws. Among other things, these policies require that the Acquisitions and Contracts Committee approve any transaction or series of related transactions between us and a third party involving consideration in excess of U.S. $400,000 and that any contract between us, on the one hand, and AMP or any of its related persons (as defined under "Description of Capital Stock"), on the other hand, be awarded pursuant to a bidding process involving at least three other bidders. Our bylaws provide that a stockholders' meeting will determine the number of members of the Acquisitions and Contracts Committee, which must be an odd number and must be comprised primarily of members of the board of directors. The members of the board of directors elected by the holders of Series BB shares are entitled to appoint to the committee the number of members representing 20% of its total members. The members of the Acquisitions and Contracts Committee are Vicente Emilio Alonso Diego, Miguel Angel Flores Ramirez and Jose Luis Figueroa Noriega. Jesus Rodriguez Robles has been elected as an alternate member to Vicente Emilio Alonso Diego. A secretary has also been appointed who is not a member of the committee. In the case of a proposed transaction between us and AMP or any related party, we are required to invite, pursuant to the bylaws, at least three contractors to bid on the transaction and, in the case that a third- party contractor's bid is equal to or less than AMP's bid, the transaction is awarded to the third-party contractor.

Nominations and Compensation Committee

The Nominations and Compensation Committee will be organized after the consummation of this public offering. The duties of the committee include the proposal, removal and compensation of candidates for election to the board of directors and for appointment as executive officers. Our bylaws provide that a stockholders' meeting will determine the number of members of the committee. The holders of the Series B and Series BB shares, acting as a class, are each entitled to name one member of the Nominations and Compensation Committee. The remaining members of the committee are to be designated by the two members who were selected by the Series B and Series BB shareholders. If these two members are unable to reach agreement, the remaining members of the committee will be designated by the majority of the votes in the stockholders' meeting. Members of the committee each have a term of one year. At each annual stockholders' meeting after a public offering of our shares, the Nominations and Compensation Committee is required to present a list of candidates for election as directors for the vote of the Series B stockholders.

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RELATED PARTY TRANSACTIONS

Arrangements with AMP and its Affiliates

The rules for the sale of the Series BB shares required AMP, us and the Ministry of Communications and Transportation to enter into a participation agreement, which established the framework for the option agreement, the technical assistance agreement and the Banco Nacional de Comercio Exterior, S.N.C., or Bancomext, trust agreement.

Pursuant to the technical assistance agreement and the participation agreement, AMP and its stockholders agreed to provide management and consulting services and transfer to us technical assistance and technical and industry expertise related to the operation of airports. The agreement has an initial term of approximately 15 years beginning November 11, 1999 and expiring on the date of the expiration of the participation agreement, or August 25, 2014. 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 51% of our Series B stockholders.

The technical assistance fee for each of 2000 and 2001 was U.S. $7.0 million (adjusted annually for U.S. inflation since August 25, 2000). Subsequent to January 1, 2002, the technical assistance fee is equal to the greater of U.S. $4.0 million adjusted annually for inflation (measured by the U.S. consumer price index) or 5% of our annual consolidated operating income (calculated prior to deducting the technical assistance fee and depreciation and amortization and in each case determined in accordance with Mexican GAAP). We believe that this structure creates an incentive for AMP to increase our annual consolidated earnings.

The agreement allows AMP, its stockholders and their affiliates to render additional services to us only if our Acquisitions and Contracts Committee determines that these related persons have submitted the most favorable bid in a bidding process. This process is described in "Management—Committees."

In 2002, 2003 and 2004, we recognized expenses of U.S. $5.3 million, U.S. $6.0 million and U.S. $7.0 million, respectively, pursuant to the technical assistance agreement plus additional expenses paid to AMP and its affiliates of approximately U.S. $160,000, U.S. $100,000, and U.S. $30,000, respectively.

We recently settled a claim asserted against us by Soluziona S.A. de C.V., an affiliate of AMP that provided construction services at our Guadalajara International Airport for a total amount of approximately U.S.$ 500,000.

Under the option agreement, AMP has an option to subscribe for newly issued Series B shares. This option was originally exercisable in three tranches, the first two of which have expired unexercised. Pursuant to the remaining tranche, AMP has the right to subscribe for 1% of our total capital stock outstanding at the time of the exercise, determined on a fully diluted basis. The remaining tranche may be exercised through August 25, 2006, provided that AMP has complied with its obligations under the technical assistance agreement. The option exercise price is approximately U.S. $3.12 per share (the per share purchase price paid by AMP for its Series BB shares) plus an annual adjustment of 5% from August 25, 1999. The option agreement provides that the exercise price will be adjusted in the event of increases or decreases in capital or certain dividend payments.

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Stock Option Exercise Periods

		Percentage of then- outstanding fully-diluted capital stock
First exercise period ⁽¹⁾	August 25, 2002 to August 25, 2004	2	%
Second exercise period ⁽¹⁾	August 25, 2003 to August 25, 2005	2	%
Third exercise period	August 25, 2004 to August 25, 2006	1	%

⁽¹⁾: These options expired without being exercised.

AMP is also entitled to exercise this option upon the occurrence of: (i) the acquisition of at least 35% of our capital stock by any stockholder (the acquisition of more than 10% of our capital stock by any person other than AMP, NAFIN or the Mexican government would require an amendment to our bylaws); (ii) a stockholders' meeting approving a merger involving us that dilutes the holdings of our stockholders by more than 35%; or (iii) our price per share on a stock exchange being at least U.S. $6.25 (or twice the option exercise price) during any 30 consecutive days. After the first exercise period, AMP or any holder of the option is entitled to transfer its option to any party that is entitled to be a stockholder of a concession holder under the Mexican Airport Law and our bylaws. The relevant restrictions are described in "Regulatory Framework—Scope of Concessions and General Obligations of Concession Holders."

Arrangements with Entities Controlled by the Mexican Government

In the ordinary course of our business, we enter into transactions with various entities controlled by the Mexican government, including the provision of services to certain airlines controlled by the Mexican holding company Cintra and the purchase of electricity from the Mexican Federal Electricity Commission. For example, in 2002, 2003, 2004 and the first nine months of 2005, amounts paid to Mexican Government entities including Mexican Federal Electricity Commission for services received totaled Ps. 40.0 million, Ps. 43.9 million, Ps. 53.6 million and Ps. 41.6 million, respectively. See note 12 to our audited year-end financial statements and Note 12 to our audited interim financial statements for the nine-month period ended September 30, 2005. In addition, we purchase a small amount of fuel from the Mexican Airport and Auxiliary Services Agency, which we resell to our general aviation customers at our Los Cabos International Airport. We recorded other expense of approximately Ps. 2.4 million in these purchases in 2004. The Mexican Airport and Auxiliary Services Agency sells fuel directly to the airlines at our other airports.

Aeromexico, Mexicana, and Aerolitoral collectively accounted for approximately 34.9% of the revenues generated by our airports in 2004. Until December 2005, Cintra controlled Mexicana and, although Cintra currently controls Aeromexico and Aerolitoral, it has announced that it seeks to sell its interests in both airlines. The Mexican government controls Cintra through the Institute for the Protection of Bank Savings. Cintra also controls SEAT, the principal provider of baggage and ramp handling services in our airports. For details of revenues earned from these related parties, see "Business—Principal Customers" and notes 5 and 12 to our audited financial statements.

We also pay a concession fee to the Mexican government. For a description of this fee, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Operating Costs—Technical Assistance Fee and Government Concession Fee."

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PRINCIPAL STOCKHOLDERS AND SELLING STOCKHOLDER

The selling stockholder, for whom NAFIN is the trustee, is offering all Series B shares to be sold in the global offering, whether in the form of ADSs or Series B shares. Prior to the global offering, the selling stockholder owned 476,850,000 Series B shares, representing 85% of our issued and outstanding capital stock. After the offering (and assuming the underwriters' over-allotment options are not exercised), the selling stockholder will own no Series B shares.

The following table sets forth information with respect to beneficial ownership of our capital stock as of February 3, 2006 and as adjusted assuming 414,652,171 Series B shares are sold by the selling stockholder in the global offering. Prior to the commencement of the global offering, we effected a reverse stock split to reduce our total shares outstanding from 16.0 billion to 561 million.

	February 3, 2006						Post-offering
			Percentage of share capital						Percentage of total share capital
	Number of shares		Percentage of share capital				Number of shares		Percentage of total share capital
Identity of stockholder	Number of shares		B Shares		BB Shares		Number of shares		B Shares		BB Shares
Identity of stockholder	B Shares	BB Shares	B Shares		BB Shares		B Shares	BB Shares	B Shares		BB Shares
Selling stockholder	476,850,000	—	85	%	—		62,197,829	—	11	%	—
AMP*	—	84,150,000	—		15	%	—	84,150,000	—		15	%
Public	—	—	—		—		414,652,171	—	74	%	—
Officers and Directors	—	—	—		—		—	—	—		—

*: Held in trust with Bancomext.

AMP has an option through August 25, 2006 to subscribe for newly issued Series B shares. This option was originally exercisable in three tranches, the first two of which have expired unexercised. Pursuant to the remaining tranche, AMP has the right to subscribe for 1% of our total capital stock outstanding at the time of the exercise, determined on a fully diluted basis. The remaining tranche may be exercised through August 25, 2006. AMP may exercise its option only if it has complied with its obligations under the technical assistance agreement. These options are described in "Related Party Transactions."

Under the participation agreement as well as the shareholders' agreement between NAFIN, as trustee of the selling stockholder, Bancomext and AMP, NAFIN and AMP have agreed that prior to the consummation of this global offering four of our directors would be elected by AMP, five would be elected by NAFIN and the other two would be elected jointly by NAFIN and AMP.

The underwriters have an option from the selling stockholder to purchase in this offering up to 62,197,829 additional Series B shares to cover over-allotments. If the over-allotment option is not exercised, the selling stockholder will have the right after this offering to appoint a member of the board of directors under Mexican corporate law for each 10% of our capital stock held by the selling stockholder.

Selling Stockholder

NAFIN is the settlor and trustee of the selling stockholder, which trust was created on August 24, 1999 to hold 85% of our capital stock and to facilitate the offering of the Series B shares in the international capital markets. The terms of the trust authorize NAFIN, as trustee, to sell the Series B shares held in trust as instructed by the Ministry of Communications and Transportation. NAFIN is required under the terms of the trust to pay the Mexican government the proceeds from the sale of shares held in the trust less the costs of this offering incurred by the selling stockholder and any applicable taxes.

Since the selling stockholder did not sell shares representing at least 36% of our capital stock in one or more public offerings within four years after the creation of the trust (which expired August 24, 2003), AMP may now require the selling stockholder to sell to it Series B shares representing 36% of

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our capital stock. Alternatively, if all or part of our shares held in the trust are not sold 15 years after the creation of the trust (August 24, 2014), the Mexican Treasury Ministry may require that the selling stockholder deliver the unsold shares to it.

AMP Trust, Bylaws and Stockholders' Agreement

The rules governing the sale of our Series BB shares to AMP required that AMP place all of its Series BB shares in trust in order to guarantee AMP's performance of its obligations under the technical assistance agreement and AMP's commitment to maintain its interest in us for a specified period. Accordingly, AMP has placed its shares in trust with Bancomext. This trust provides that AMP may instruct Bancomext with respect to the voting of the shares held in trust that represent up to 10% of our capital stock; the remaining 5% is required to be voted in the same manner as the majority of all shares voted at the relevant stockholders' meeting. Under our bylaws and the trust, AMP could not sell any of its Series BB shares before August 25, 2004. From the end of this no-sale period and thereafter, AMP may transfer up to 49% of its Series BB shares without restriction. After August 25, 2009, AMP may additionally sell in any year up to 20% of its remaining 51% ownership interest in us represented by Series BB shares. The terms of the trust will be extended for an additional 15 years if, at the end of the initial 15-year term, AMP holds shares representing more than 10% of our capital stock. AMP may terminate the trust before the second 15-year term begins if: (i) AMP holds less than 10% of our capital stock at the end of the initial term; and (ii) the technical services agreement has been terminated. AMP is required to deposit in the trust any additional shares of our capital stock that it acquires.

Concurrently with this offering, AMP's shareholders are entering into a shareholders' agreement that provides that during the nine-month period following the conclusion of the global offering, their right to appoint certain of our executive officers is to be allocated as follows: our chief executive officer will be appointed by DCA, our chief financial officer will be appointed by Controladora Mexicana, and our systems manager will be appointed by Union Fenosa, through Inversora. Our director of operations and director of commercial activities will be appointed by AENA. In addition, the parties have agreed that during the nine-month period immediately following the conclusion of the global offering,

•: in addition to the chief executive officer (who presides over our Operating Committee and will be appointed by DCA), AENA and Controladora Mexicana will each appoint one member to our Operating Committee, and Inversora will appoint one alternate;
•: AENA will appoint one member to our Acquisitions and Contracts Committee, and DCA will appoint an alternate; and
•: for any newly created committee to which AMP is entitled to appoint one or more members and alternates, including our Hiring and Compensation Committee, a simple majority of AMP's shareholders will determine such appointments.

Under the AMP shareholders' agreement, the parties will agree that subsequent to the nine-month period immediately following the conclusion of the global offering, Controladora Mexicana will have the right to appoint our president, AENA will have the right to appoint our director of operations, and the appointment of our chief financial officer, director of public relations, chief legal officer, director of systems, director of commercial activities and the secretary of our board of directors will be determined by a simple majority vote of AMP's shareholders. All other officers, directors or committee members to

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be appointed by AMP, and most other matters relating to AMP's participation in us, must be agreed upon by qualified majorities consisting of either:

•: holders of 75% in aggregate of the equity interest in AMP, so long as Inversora holds at least 8% of the equity interest in AMP; or
•: holders of 60% in aggregate of the equity interest in AMP, so long as Inversora holds less than 8% of the equity interest in AMP.

In addition, under the AMP shareholders' agreement, the parties to such agreement have agreed that if AMP does not exercise its option to subscribe for up to 5% of our Series B shares, AMP may assign the option right to any other AMP shareholder.

Under the terms of the participation agreement and the trust agreement, AMP's key partners are required to maintain their current 25.5% ownership interest in AMP until August 25, 2014. To the extent that a key partner acquires shares of AMP in excess of its current 25.5% interest, this additional interest may be sold without restriction. There can be no assurance that the terms of the participation agreement or the trust would not be amended to reduce or eliminate these ownership commitments. If AMP or any of its stockholders defaults on any obligation contained in the trust agreement, or if AMP defaults on any obligation contained in the participation agreement or the technical assistance agreement, after specified notice and cure provisions, the trust agreement provides that the trustee may sell 5% of the shares held in the trust and pay the proceeds of such sale to us as liquidated damages.

In December 2005, Controladora Mexicana acquired its 25.5% interest in AMP from Pacifico Noroeste, which is no longer a shareholder of AMP, in exchange for a cash payment of U.S.$75.2 million. This price reflects the special voting rights of the BB shares owned by AMP as well as the fees that we pay to AMP under the technical assistance agreement. This sale remains subject to the approval of Mexican Antitrust authorities. The pricing of the global offering is conditioned upon the issuance of this approval.

Various reports in the Mexican press in 2004 and 2005 alleged that Pacifico Noroeste did not satisfy the Mexican partner nationality criteria set forth in the privatization guidelines and the participation agreement and that, consequently, AMP has failed to comply with the requirements of the privatization guidelines and the participation agreement during the time that Pacifico Noroeste has held an interest in AMP. Although we believe, based on the Ministry of Communications and Transportation's approval of the sale of the BB shares to Controladora Mexicana, including its role as AMP's Mexican partner, that Controladora Mexicana satisfies the Mexican nationality and other requirements applicable to AMP's Mexican partner, there can be no assurance that future allegations or official inquiries relating to AMP's compliance with the privatization guidelines and the participation agreement will not take place. See "Risk Factors—Risks Related to our Stockholders."

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DESCRIPTION OF CAPITAL STOCK

Information about our capital stock is set forth below. The description summarizes certain principal provisions of our bylaws and certain provisions of Mexican law. We have attached as an exhibit to the Registration Statement of which this prospectus is a part a copy of our bylaws.

General

We were incorporated on May 28, 1998 as a variable capital stock corporation ( sociedad anonima de capital variable ) under Mexican law. Until recently, our capital was variable and consisted of two portions, a fixed portion and a variable portion. In December 2005, we converted the variable portion of our capital stock to fixed capital, such that our capital is now entirely fixed.

The following table sets forth our authorized capital stock and our issued and outstanding capital stock at February 3, 2006.

Capital Stock

			Authorized	Issued and outstanding
Capital Stock:
	Series B shares		476,850,000	476,850,000
	Series BB shares		84,150,000	84,150,000

		Total	561,000,000	561,000,000

All ordinary shares confer equal rights and obligations to holders within each series. The Series BB shares have the voting and other rights described below.

Our bylaws provide that our shares have the following characteristics:

Series B. Series B shares currently represent 85% of our capital. Series B shares may be held by any Mexican or foreign natural person, company or entity.

Series BB. Series BB shares may represent up to 15% of our capital. Series BB shares 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. We obtained this authorization on November 1, 2001, therefore these restrictions will not apply to our Series B or Series BB shares.

Voting Rights and Stockholders' Meetings

Each Series B share and Series BB share entitles the holder to one vote at any general meeting of our stockholders. Holders of Series BB shares are entitled to elect four members of our board of directors and holders of Series B shares are entitled to name the remaining members of the board of directors.

Under Mexican law and our bylaws, we may hold three types of stockholders' meetings: ordinary, extraordinary, and special. Ordinary stockholders' meetings are those called to discuss any issue not reserved for extraordinary stockholders' meeting. An annual ordinary stockholders' 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

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members of the Board and statutory auditors, declaration of dividends and the determination of compensation for members of the Board and statutory auditors.

Extraordinary stockholders' 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 stockholders' meetings are those called and held by stockholders of the same series or class to consider any matter particularly affecting the relevant series or class of shares.

Stockholders' meetings are required to be held in our corporate domicile, which is Mexico City. Calls for stockholders' meetings must be made by the Chairman and the Secretary, or two members of the board of directors or the statutory auditors. Any stockholder or group of stockholders representing at least 10% of our capital stock has the right to request that the board of directors or the statutory auditors call a stockholders' meeting to discuss the matters indicated in the relevant request. If the board of directors or the statutory auditors fail to call a meeting within 15 calendar days following receipt of the request, the stockholder or group of stockholders representing at least 10% of our capital stock may request that the call be made by a competent court.

Calls for stockholders' meetings must be published in the Official Gazette of the Federation and in one newspaper of general circulation in Mexico at least 15 calendar days prior to the date of the meeting. Each call must set forth the place, date and time of the meeting and the matters to be addressed. Calls must be signed by whoever makes them, provided that calls made by the board of directors must be signed by the Chairman, the Secretary or a special delegate appointed by the board of directors for that purpose. Stockholders' 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 stockholders' meeting, stockholders 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. Stockholders may be represented at any stockholders' meeting by one or more attorneys-in-fact who may not be either our directors or our statutory auditors. Representation at stockholders' meetings may be substantiated pursuant to general or special powers of attorney or by a proxy executed before two witnesses.

At or prior to the time of the publication of any call for a stockholders' 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. For further information, see "Description of American Depositary Shares—Voting Rights."

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Quorums

Ordinary meetings are regarded as legally convened pursuant to a first call when more than 50% of the shares representing our capital are present or duly represented. Resolutions at ordinary meetings of stockholders are valid when approved by a majority of the shares present at the meeting. Any number of shares represented at an ordinary meeting of stockholders convened pursuant to a second or subsequent call constitutes a quorum. Resolutions at ordinary meetings of stockholders convened in this manner are valid when approved by a majority of the shares present at the meeting.

Extraordinary stockholders' meetings are regarded as legally convened pursuant to a first or subsequent call when at least 75% of the shares representing our capital are present or duly represented. Resolutions at extraordinary meetings of stockholders 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 stockholders 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; (ii) changes or deletes the rights of minority stockholders; or (iii) eliminates the restrictions on individual participation by shareholders or subsidiaries,
•: 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 AMP and the Mexican government in connection with the Mexican government's sale of the Series BB shares to AMP,
•: the cancellation of our registration in the Mexican Securities and Intermediaries Registry or in any stock market,
•: 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 the following voting requirements:

•: the amendment of the restrictions in our bylaws on ownership of shares of our capital stock requires the vote of holders of 85% of our capital stock,
•: a delisting of our shares requires the vote of holders of 95% of our capital stock,
•: the conversion of Series BB shares into Series B shares requires the vote of holders of 51% of our capital stock, and
•: the amendment of the provisions in our bylaws requiring that a stockholder seeking to obtain control carry out a tender offer requires the vote of holders of 95% of our capital stock.

Election of Directors

Our bylaws provide that our board of directors will have either eleven or thirteen members.

At each stockholders' meeting for the election of directors, the holders of Series BB shares are entitled pursuant to our bylaws, the participation agreement and the technical assistance agreement to elect four directors and their alternates. The remaining members of the board of directors are to be elected by the holders of the Series B shares.

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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. The remaining positions on the board of directors will be filled based on the vote of all holders of 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 Series B stockholders will be proposed to the stockholders' meeting by the Nominations and Compensation Committee. All directors are elected based on a simple majority of the votes cast at the relevant stockholders' meeting. At least five of the directors nominated by the Nominations and Compensation Committee for election by the holders of Series B shares must be independent directors.

Right of Withdrawal

Any stockholder having voted against a resolution validly adopted at a meeting of our stockholders 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 stockholders' meeting. The redemption of the stockholders' 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 stockholders' meeting.

Pursuant to our bylaws , our stockholders have waived the right to redeem their variable capital contributions provided in the Mexican General Law of Business Corporations.

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 stockholders' meetings with respect to any of the issues listed below will only be valid if approved by a vote of a majority of the Series BB shares:

•: approval of our financial statements;
•: anticipated liquidation or dissolution;
•: capital increases or decreases;
•: declaration and payment of dividends;
•: amendment to our bylaws;
•: mergers, spin-offs or share-splits;
•: grant or amendment of special rights to series of shares; and
•: any decision amending or nullifying a resolution validly taken by the board of directors with respect to (i) appointment of our chief executive officer, our chief executive officer, our chief financial officer, our chief operating officer or our commercial director to be designated by the directors elected by the holders of our Series BB shares, (ii) appointment of the three members of our Operating Committee and of the members of the Audit and Acquisitions and Contracts Committees to be designated by the directors elected by the holders of the Series BB shares, (iii) appointment of the members of the Operating Committee whose appointment requires the consent of the directors elected by the holders of the Series BB shares, and (iv) decisions of the board of directors that require the affirmative vote of the directors elected by the holders of our Series BB shares.

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Authority of the Board of Directors

The board of directors is our legal representative. The powers of the board include, without limitation, the power:

•: to participate in our strategic planning decisions,
•: to authorize changes in our policies regarding financial structure, products, market development and organization,
•: to oversee compliance with general corporate practices, our bylaws and the minority rights set forth thereunder,
•: to call for stockholders' meetings and act on their resolutions,
•: to create special committees and grant them the powers and authority it sees fit, provided that said committees will not be vested with the authorities which by law or under our bylaws are expressly reserved for the stockholders or the board of directors,
•: to determine how to vote the shares held by us in our subsidiaries in matters related to the appointment of: (i) their chief executive officer; and (ii) the officers determined by the board of directors other than those whose designation is reserved for the directors elected by the holders of the Series BB shares or the Operating Committee,
•: to approve, upon proposal by the Operating Committee: (i) our annual budget and that of our subsidiaries; and (ii) the master development program and any amendments thereto for each of the airports to be submitted to the Ministry of Communications and Transportation, and
•: to determine how we will vote our shares in subsidiaries when the Operating Committee does not timely do so.

Meetings of the board of directors will be validly convened and held if a majority of its members are present. Resolutions at said meetings will be valid if approved by a majority of the members of the board of directors, unless our bylaws require a higher number. The chairman does not have a tie-breaking vote. Notwithstanding the board's authority, our stockholders pursuant to decisions validly taken at a stockholders' meeting may at all times override the board.

Resolutions at board meetings with respect to any of the issues listed below will be valid only if approved by the members of the board of directors elected by the holders of the Series BB shares:

•: approval of our financial statements and those of our subsidiaries and their submission to the stockholders' meeting,
•: approval of the five-year master development programs and any amendments thereto,
•: annual approval of the business plan and the investment budget,
•: approval of capital investments not considered in the approved annual budget for each fiscal year,
•: approval of any sale of fixed assets having, individually or jointly, a value greater than U.S. $2.0 million,
•: proposal to increase our capital or that of our subsidiaries,
•: approval of any transfer by us of shares in our subsidiaries,
•: purchase of shares or interests in any company,
•: approval or amendment of our management structure,

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•: creation of new committees, delegation of powers to the same and changes to the powers of any existing committee,
•: incurrence of any indebtedness in an amount greater than U.S. $5.0 million during any calendar year or in excess of the debt level set forth in the annual business plan, which must not exceed a 50% debt to capital ratio, and
•: approval of our dividend policy and its submission to the stockholders' meeting.

Powers of Series BB Directors

The Series BB directors are entitled to: (i) appoint and remove our chief executive officer, our chief financial officer, our chief operating officer and our commercial director; (ii) appoint three members of the Operating Committee, one of which must be the chief executive officer, and their respective alternates; (iii) appoint 20% of the total members of the Audit Committee and the Acquisitions and Contracts Committee (a minimum of one member per committee), and their respective alternates; (iv) appoint 20% of the total number of members of the Nominations and Compensation Committee (a minimum of one member); and (v) consent to the appointment of individuals appointed to the Operating Committee who are not members of our board of directors or our officers.

Dividends and Distributions

At our annual ordinary general stockholders' meeting, the board of directors will submit to the stockholders 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 stockholders 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 "Dividend Policy." On May 4, 2005, we made a dividend payment of Ps. 590 million (nominal pesos), followed by a divided payment in the amount of Ps. 440 million (nominal pesos) on June 3, 2005.

Registration and Transfer

Application has been made to register our shares 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. If we wish to cancel our registration, or if it is cancelled by the Mexican National Banking and Securities Commission, the stockholders having "control" (see below) of us at that time will be required to make a public offer to purchase all outstanding shares, prior to such cancellation. Unless the Mexican National Banking and Securities Commission authorizes otherwise, the price of the offer to purchase will be the higher of: (i) the average of the closing price during the prior thirty days on which the shares may have been quoted prior to the date of the offer; or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any amendments to the foregoing provisions included in our bylaws require the prior approval of the Mexican National Banking and Securities Commission and the resolution of the extraordinary stockholders' meeting adopted by a minimum voting quorum of 95% of our outstanding capital stock.

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Series BB shares may only be transferred after conversion into Series B shares, and are subject to the following rules:

•: After August 25, 2004, AMP may sell up to 49% of its Series BB shares. AMP is required to retain its remaining 51% interest through August 24, 2009.
•: After August 24, 2009, AMP is additionally free to sell in any year up to 20% of its other 51% interest in Series BB shares.
•: If AMP owns Series BB shares that represent less than 7.65% of our capital stock after August 24, 2014, those remaining Series BB shares will be automatically converted into freely transferable Series B shares.
•: If AMP owns Series BB shares representing at least 7.65% of our capital stock after August 24, 2014, 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 AMP and any of its "related persons") approve such conversion.

If upon such conversion any stockholder exceeds the individual ownership limitations set forth in our bylaws , such stockholder will be required to transfer the excess stock to a third party within 30 calendar days. If the stockholder fails to effect such transfer within the 30 calendar day period, we may thereafter redeem such excess stock at book value in accordance with the latest financial statements approved at the stockholders' meeting.

For purposes of our bylaws, a "related person" means, with respect to any shareholder:

•: any corporation, directly or indirectly, controlling, controlled by or under common control with such person,
•: any subsidiary of a related person, or
•: 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 grade with any shareholder holding at least 5% of our capital stock.

For purposes of our bylaws, "control" of a person, with respect to any person, is defined as:

•: the ownership, directly or indirectly of 35% 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 person's stockholders (except with respect to matters required to be approved by an extraordinary stockholders' meeting) either by agreement or by ownership of a special series of shares, or
•: existence of commercial relations representing the purchase of more than 15% of the total annual sales of such shareholder.

For additional tender offer and insider trading rules applicable to our securities pursuant to Mexican Law, see "Market Information."

Stockholder Ownership Restrictions and Antitakeover Protection

Holders of our shares are subject to the following restrictions:

•: holders of Series B shares, either individually or together with their related persons, may not directly or indirectly own more than 10% of our capital stock,

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•: Series BB shares may represent no more than 15% of our outstanding capital stock,
•: holders of Series BB shares may also own Series B shares, provided that as long as they hold Series BB shares, their total beneficial ownership may not exceed 20% of our outstanding capital stock,
•: 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.

A person exceeding the 10% threshold described above due solely to our repurchase of our shares is required to reduce its interest below 10% within one year of such repurchase.

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 ADR depositary), provided that such beneficial owners are not exempt from the ownership restrictions.

Any amendment to the ownership restrictions described above requires the vote of shares representing 85% of our capital stock.

If our bylaws are amended to eliminate the share ownership restrictions described above, any stockholder seeking to acquire "control" of us (as defined above) is required to obtain the consent of the board of directors prior to acquiring shares in excess of the amount permitted to be acquired prior to any such amendment. Any such consent granted by the board of directors shall be conditioned on a tender offer being conducted within 30 days of such consent by the person acquiring "control." The tender offer price, unless otherwise authorized by the Mexican National Banking and Securities Commission, is required to be the higher of: (i) the average of the closing price during the prior 30 days on which the shares may have been quoted prior to the date of the offer; or (ii) the book value of the shares in accordance with the most recent quarterly report submitted to the Mexican National Banking and Securities Commission and to the Mexican Stock Exchange. Any amendment of this tender offer requirement requires the vote of the holders of 95% of our capital stock.

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. See "Regulatory Framework—Reporting, Information and Consent Requirements."

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 minimum fixed capital must be approved at an extraordinary stockholders' meeting, subject to the provisions of our bylaws and the Mexican General Law of Business Corporations. Increases or reductions of the variable capital must be approved at an ordinary stockholders' meeting in compliance with the voting requirements of our bylaws.

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Shares issued under Article 81 of the Securities Market Law (which are those held in treasury to be delivered upon their subscription) may be offered for subscription and payment by the board of directors subject to any modifications imposed by the shareholders' meeting, provided that:

•: the issuance is made to effect a public offering in accordance with the Mexican Securities Market Law, and
•: to facilitate the public offer, at the extraordinary stockholders' meeting where the issuance of non-subscribed shares is approved, an express waiver of preemptive rights referred to in Section 132 of the Mexican General Corporations Law must be made.

If the holders of at least 25% of our capital stock vote against the issuance of non-subscribed shares, said issuance may not take place.

Subject to the individual ownership limitations set forth in our bylaws, in the event of an increase of our capital stock our stockholders will have a preemptive right to subscribe and pay for new stock issued as a result of such increase in proportion to their stockholder interest at that time, unless: (i) the capital increase is made under the provisions of Article 81 of the Securities Market Law; 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 stockholders in the Official Gazette of the Federation and in one of the newspapers of greater circulation in Mexico, provided that if at the corresponding meeting all of our shares are duly represented, the fifteen business day period shall commence on the date of the meeting.

Our capital stock may be reduced by resolution of a stockholders' meeting taken pursuant to the rules applicable to capital increases. Our capital stock may also be reduced upon withdrawal of a stockholder as provided in Section 206 of the Mexican General Corporations Law (See "—Voting Rights and Stockholders' 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 New York Stock Exchange on the following terms and conditions:

•: the acquisition must be made at the market price charged against the capital stock and, when applicable, against a reserve created with funds from net profits;
•: the ordinary stockholders' meeting shall determine the amount of capital and, if applicable, the amount of the reserve that we may use to repurchase our shares. The resources to be used for the repurchase will not exceed our earnings. The acquisition may be effected by resolution of our board of directors;
•: the acquisition must be made subject to the provisions of applicable law, including the Mexican Securities Market Law and carried out, reported and disclosed in the manner established by the Mexican National Banking and Securities Commission;
•: as a consequence of the purchase, the corporate capital and the reserve will be reduced, converting the acquired shares into treasury shares;
•: the shares may be resold out of the treasury by the board of directors, thereby increasing the corporate capital and the reserve;

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•: the capital stock reductions and increases related to the purchase and sale of our shares as provided in this section will not require any resolution from any shareholders' meeting or from the board of directors; and
•: we will not be permitted to repurchase our shares if the outstanding Series B and Series BB shares exceed the limits provided in the bylaws or by the Mexican National Banking and Securities Commission.

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, which may not exceed 15% of our capital stock.

Liquidation

Upon our dissolution, one or more liquidators must be appointed at an extraordinary stockholders' meeting to wind up our affairs. All fully paid and outstanding shares will be entitled to participate equally in any distribution upon liquidation. Partially paid shares participate in any distribution in the same proportion that such shares have been paid at the time of the distribution.

Other Provisions

Liabilities of the members of the Board of Directors

As in any other Mexican corporation and due to the provisions contained in Section 14 Bis 3 of the Mexican Securities Market Law and subject to the provisions in Section 163 of the General Law on Business Corporations, once our capital stock is traded in the securities market, any stockholder or group of stockholders holding at least 15% of our capital stock may directly exercise a civil liability action under Mexican law against the members of the board of directors and statutory auditors.

In addition to the foregoing, our bylaws provide that, from the date as of 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 stockholders in the following circumstances:

•: negligence resulting in the loss of more than two-thirds of our capital stock and which causes our dissolution;
•: fraud resulting in our bankruptcy;
•: exceeding board authority or breach of duties under our bylaws;
•: participation in the resolution of issues where a conflict of interest exists that results in damages to us;
•: negligence resulting in company obligations or agreements violating legal or statutory provisions;
•: breach of directors' obligations under applicable law and our bylaws that results in a direct loss suffered by us; and
•: failure to report irregularities in actions of former board members.

The members of the board are liable to our stockholders 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 .

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Information to Stockholders

The Mexican General Law on Business Corporations establishes that companies, acting through their boards of directors, must annually present a report at a stockholder's meeting that includes:

•: 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 statutory auditors 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).

Duration

The duration of our corporate existence is 100 years.

Stockholders' Conflict of Interest

Under Mexican law, any stockholder that has a conflict of interest with respect to any transaction must abstain from voting thereon at the relevant stockholders' meeting. A stockholder 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 stockholder's vote.

Directors' Conflict of Interest

Under Mexican law, any director who has a conflict of interest with ours in any transaction must disclose such fact to the other directors and abstain from voting. Any director who violates such provision will be liable to us for any resulting damages or losses. Additionally, our directors and statutory auditors may not represent stockholders in the stockholders' meetings.

Certain Differences between Mexican and U.S. Corporate Law

You should be aware that 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 New York Stock Exchange, foreign companies subject to reporting requirements under the U.S. federal securities laws and listed on the New York Stock Exchange must maintain an audit committee comprised entirely of independent directors as defined in the U.S. federal securities laws.

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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.

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. See "—Stockholder Ownership Restrictions and Anti-takeover Protection" for a discussion of provisions of our bylaws that could deter a takeover of us.

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 at least 15% of our outstanding capital stock may bring derivative actions for civil liabilities against our directors, members of the audit committee, and the statutory auditors. However, the grounds for shareholder derivative actions under Mexican law are extremely limited, which effectively bars most of these kinds of suits in Mexico. In addition, subject to certain requirements, holders of at least 20% of a company's outstanding capital stock may contest and suspend any shareholder resolution that violates Mexican law or our bylaws. Class action lawsuits are not permitted under Mexican law.

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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. Holders of at least 10% of the outstanding capital stock are entitled to appoint one statutory auditor 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.

Calling of Special Shareholders' Meetings

Under Mexican law and our bylaws, a shareholders' meeting may be called by the board of directors, the chairman of the board of directors, or the statutory auditors. Any shareholder or group of shareholders with voting rights representing at least 10% of our capital stock may request that the board of directors or the statutory auditors call a shareholders' meeting to discuss the matters indicated in the written request. If the board of directors or the statutory auditors fail 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

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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 (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.

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.

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DESCRIPTION OF AMERICAN DEPOSITARY RECEIPTS

ADRs are certificates that evidence our ADSs, just as a stock certificate evidences a holding of shares. Each of our ADSs will represent ownership interests in 10 Series B shares (or the right to receive Series B shares) which the selling stockholder will deposit with BBVA Bancomer S.A. as custodian in Mexico (the "Custodian"). The ADRs will be executed and delivered by The Bank of New York, the depositary bank in the United States. Each ADS will also represent any other securities, cash or other property which may be held by The Bank of New York under the deposit agreement. The Bank of New York's office at which the ADRs will be administered is located at 101 Barclay Street, New York, New York 10286.

You may hold ADSs either directly by having an ADR registered in your name or indirectly through your broker or other financial institution. If you hold ADSs directly, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADR holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as one of our stockholders and you will not have stockholder rights. Mexican law governs stockholder rights. The Bank of New York or its nominees will be the holder of the shares underlying your ADSs. As a holder of ADRs, you will have ADR holder rights. A deposit agreement among us, The Bank of New York and the registered holders of ADRs sets out ADR holder rights as well as the rights and obligations of The Bank of New York as depositary. New York law governs the deposit agreement and the ADRs.

The following is a summary of the important terms of the deposit agreement. It may not contain all the information that is important to you. For more complete information, you should read the entire deposit agreement and the form of ADR contained as an exhibit to the deposit agreement (which contains the terms of the ADSs). Directions on how to obtain copies of these are provided in the section entitled "Where Can You Find More Information."

Share Dividends and Other Distributions

The Bank of New York has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Series B shares or other deposited securities, after deducting its fees and expenses. You will receive distributions in proportion to the number of Series B shares your ADSs represent. Each ADS will initially represent 10 Series B shares.

Cash

The Bank of New York will convert any cash dividend or other cash distribution we pay on the Series B shares into U.S. dollars, if, in its judgment, it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any approval from the Mexican government is needed and cannot be obtained, the deposit agreement allows The Bank of New York to distribute the dividend or distribution in Pesos only to those ADR holders to whom it is possible to do so. It will hold the Pesos it cannot convert for the account of the ADR holders who have not yet been paid. It will not invest the Pesos and it will not be liable for any interest.

Before a distribution is made, any withholding taxes that must be paid under Mexican law will be deducted. See "Taxation." The Bank of New York will distribute only whole U.S. dollars and cents and round fractional cents to the nearest whole cent. If exchange rates fluctuate during a time when The Bank of New York cannot convert the Peso, you may lose some or all of the value of the distribution .

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Shares

The Bank of New York may distribute new ADSs representing any shares we may distribute as a dividend or free distribution, if we furnish it promptly with satisfactory evidence that it is legal to do so. The Bank of New York will only distribute whole ADSs. It will sell shares that would require it to deliver a fractional ADS and distribute the net proceeds in the same way as it distributes cash. If The Bank of New York does not distribute additional ADSs, the outstanding ADSs will also represent the new shares.

Rights to Receive Additional Shares

If we offer holders of our Series B shares any rights to subscribe for additional shares or any other rights, The Bank of New York may make these rights available to you. We must first instruct The Bank of New York to do so and furnish it with satisfactory evidence that it is legal to do so. If we do not furnish this evidence and/or give these instructions, and The Bank of New York decides it is legal and practical to sell the rights, The Bank of New York will sell the rights and distribute the proceeds in the same way as it distributes cash. Under current Mexican law, rights may not be sold. The Bank of New York may allow rights that are not distributed or sold to lapse. In that case, you will receive no value for them.

If The Bank of New York makes rights available to you, it will exercise the rights and purchase the shares on your behalf. The Bank of New York will then deposit the shares and deliver ADRs to you. It will only exercise rights if you pay it the exercise price and any other charges the rights and the deposit agreement require you to pay.

U.S. securities laws may restrict the transfer and cancellation of ADRs issued upon exercise of rights. For example, you may not be able to trade freely in the United States ADRs that you acquire in a rights offering. In this case, The Bank of New York may deliver the ADRs under a separate restricted deposit agreement that will contain the same conditions as the deposit agreement, except for changes needed to put the restrictions in place.

Other Distributions

The Bank of New York will send to you anything else we distribute on the deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, The Bank of New York has a choice. It may decide to sell what we distributed and distribute the proceeds, in the same way as it distributes cash. Or, it may decide to hold what we distributed, in which case ADRs will also represent the newly distributed property.

The Bank of New York is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADR holders. We have no obligation to register under the Securities Act our ADSs, shares, rights or other securities that may be distributed to holders of Series B shares and ADSs. We also have no obligation to take any other action to permit the distribution of ADRs, shares, rights, or anything else to ADR holders. This means that you may not receive distributions that we make on our shares or any value for them if it is illegal or impractical for us to make them available to you.

Deposit, Withdrawal and Cancellation

The Bank of New York will deliver ADRs if you or your broker deposit shares or evidence of rights to receive Series B shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York will register the appropriate number of ADSs in the names you request and will deliver the ADRs at its office to the persons you request.

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You may turn in your ADRs at The Bank of New York's office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, The Bank of New York will deliver:

•: the underlying Series B shares to an account designated by you, and
•: any other deposited securities underlying the surrendered ADRs at the office of the custodian.

As an alternative, at your request, risk and expense, The Bank of New York will, if feasible, deliver the deposited securities at its office.

Voting Rights

You may instruct The Bank of New York to vote the Series B shares underlying your ADRs.

If we ask The Bank of New York to solicit your instructions, The Bank of New York will notify you of the upcoming vote and arrange to deliver our voting materials to you. The materials will:

•: describe the matters to be voted on, and
•: explain how you, on a specified date, may instruct The Bank of New York to vote the shares or other deposited securities underlying your ADRs as you direct.

For instructions to be valid, The Bank of New York must receive them on or before the date specified. If you give valid instructions, The Bank of New York will try, as far as is practical, and in conformity with Mexican law and the provisions of our bylaws, to vote or to have its agents vote the shares or other deposited securities as you instruct. Otherwise, you will not be able to exercise your right to vote unless you withdraw the shares. However, you may not know about the meeting with sufficient notice to withdraw the shares. If you provide voting instructions, The Bank of New York will only vote or attempt to vote as you instruct. We will use our best efforts to request The Bank of New York to notify you of upcoming votes and ask for your instructions. However, if The Bank of New York does not receive your voting instructions, it will vote your shares in the same proportion that all other shares of our capital stock are voted at the relevant stockholders' meeting. The depositary itself will not exercise any voting discretion.

We cannot assure you that you will receive the voting materials or otherwise learn of an upcoming shareholders' meeting in time to ensure that you can instruct The Bank of New York to vote your shares. In addition, The Bank of New York and its agents are not responsible for failing to carry out voting instructions or for the manner of carrying out voting instructions. This means that you may not be able to exercise your right to vote and there may be nothing you can do if your shares are not voted as you requested.

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Fees and Expenses

ADR holders must pay:		For:
•	U.S. $5.00 (or less) per 100 ADSs or portion thereof	•	Each issuance of an ADR, including as a result of a distribution of shares or rights or other property
		•	Each cancellation of an ADR for the purpose of withdrawal, including upon termination of the deposit agreement
•	U.S. $0.02 (or less) per ADS	•	Any cash distribution to them
•	Registration or transfer fees	•	Transfer and registration of shares on our share register to or from the name of The Bank of New York or its agent when you deposit or withdraw shares
•	A fee equivalent to the fee that would be payable upon deposit of Series B shares for issuance of ADSs	•	Distribution of securities received by The Bank of New York under the deposit agreement which are distributed to ADR holders
•	Expenses of The Bank of New York	•	Conversion of Pesos to U.S. dollars
		•	Certain cable, telex and facsimile transmission expenses as provided in the deposit agreement
•	Taxes and other governmental charges The Bank of New York or the custodian have to pay on an ADR or share underlying an ADR, for example, stock transfer taxes, stamp duty or withholding taxes	•	As necessary
•	Any charges payable by The Bank of New York or its agents in connection with servicing the deposited securities	•	As incurred

Payment of Taxes

The Bank of New York may deduct the amount of any taxes owing on your ADRs from any payments to you. It may also sell deposited securities, by public or private sale, to pay any taxes owed. You will remain liable if the proceeds of the sale are not enough to pay the taxes. If The Bank of New York sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to you any proceeds, or send to you any property, remaining after it has paid the taxes.

Reclassifications, Recapitalization and Mergers

If We:		Then:
• •	Change the nominal or par value of our shares Reclassify, split up or consolidate any of the deposited securities	•	The cash, shares or other securities received by The Bank of New York will become deposited securities. Each ADS will automatically represent its equal share of the
•	Distribute securities on the shares that are		new deposited securities.
•	not distributed to you or sold Recapitalize, reorganize, merger, liquidate, sell all or substantially all of our assets, or take any similar action	•	The Bank of New York may, and will if we ask it to, deliver additional ADRs or ask you to surrender your outstanding ADRs in exchange for new ADRs, identifying the new deposited securities.

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Amendment and Termination

We may agree with The Bank of New York to amend the deposit agreement and the ADRs without your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and other governmental charges or certain expenses of The Bank of New York, or prejudices an important right of ADR holders, it will only become effective 30 days after The Bank of New York notifies you of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADR, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

The Bank of New York will terminate the deposit agreement if we ask it to do so. The Bank of New York may also terminate the deposit agreement if The Bank of New York has told us that it would like to resign and we have not appointed a new depositary bank within 90 days. In both cases, The Bank of New York must notify you at least 30 days before termination.

In the event of termination, The Bank of New York and its agents will be required to do only the following: (i) advise you that the deposit agreement is terminated and (ii) collect any distributions on the deposited securities and deliver the deposited securities, including any distributions received on the deposited securities, upon cancellation of ADRs. At any time after the expiration of one year after termination, The Bank of New York may sell any remaining deposited securities by public or private sale. After that, The Bank of New York will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement for the pro rata benefit of the ADR holders that have not surrendered their ADRs. It will not invest the money and will have no liability for interest. The Bank of New York's only obligations will be to account for the money and other property and with respect to indemnification. After termination, we will have no obligation to you under the Deposit Agreement.

Limitation on Obligations and Liability to ADR Holders

The deposit agreement expressly limits our obligations and those of The Bank of New York. It also limits our liability and that of The Bank of New York. We and the Bank of New York:

•: are only obligated to take the actions specifically described in the deposit agreement without negligence or bad faith,
•: are not liable if either is prevented or delayed by law or circumstances beyond their control from performing their obligations under the deposit agreement,
•: are not liable if either exercises or fails to exercise discretion permitted under the deposit agreement,
•: have no obligations to become involved in a lawsuit or other proceeding related to the ADRs or the deposit agreement on your behalf or on behalf of any other party, and
•: may rely upon any documents they believe in good faith to be genuine and to have been signed or presented by the proper party.

In the deposit agreement, The Bank of New York and we agree to indemnify each other under certain circumstances.

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Requirements for Depositary Actions

Before The Bank of New York will deliver or register the transfer of an ADR, make a distribution on an ADR, or permit the withdrawal of Series B shares, the Bank of New York may require:

•: payment of stock transfer or other taxes or other governmental charges and transfer or registration fees as required by the deposit agreement,
•: production of satisfactory proof of the identity and genuineness of any signature or other information it deems necessary, and
•: compliance with regulations it may establish under the deposit agreement.

The Bank of New York may refuse to deliver, transfer, or register transfers of ADRs generally when our or their transfer books are closed or at our or their discretion.

You have the right to cancel your ADRs and withdraw the underlying Series B shares at any time except:

•: when temporary delays arise because: (i) The Bank of New York or we have closed our transfer books; (ii) the transfer of shares is blocked to permit voting at a stockholders' meeting; or (iii) we are paying a dividend on the shares,
•: when you owe money to pay fees, taxes and similar charges, or
•: when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to our ADRs or to the withdrawal of shares or other deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Pre-Release of ADRs

Subject to the provisions of the deposit agreement, The Bank of New York may, unless we have instructed it not to do so, deliver ADRs before deposit of the underlying Series B shares. This is called a pre-release of the ADRs. The Bank of New York may also deliver shares upon cancellation of pre-released ADRs even if the ADRs are cancelled before the pre-release transaction has been closed out. A pre-release is closed out as soon as the underlying shares are delivered to The Bank of New York. The Bank of New York may receive ADRs instead of shares to close out a pre-release. The Bank of New York may pre-release ADRs only under the following conditions:

•: before or at the time of the pre-release, the person to whom the pre-release is being made must represent to The Bank of New York in writing that it or its customer (i) owns the shares or ADRs to be deposited, (ii) transfers its ownership of the shares or ADRs to The Bank of New York for the benefit of the ADR holders, and (iii) will not take any action with respect to such shares or ADRs that is inconsistent with their transfer to The Bank of New York;
•: the pre-release must be fully collateralized with cash or other collateral that The Bank of New York considers appropriate; and
•: The Bank of New York must be able to close out the pre-release on not more than five business days' notice.

Additionally, The Bank of New York will normally limit the amount of Series B shares represented by pre-released ADSs to 30% of the Series B shares deposited and will set limits with respect to the number of ADRs issued to particular persons on a case-by-case basis and will not so issue ADRs if requested by us to cease doing so.

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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 the Series B shares or ADSs by a 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 the 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 the Series B shares or ADSs. In particular, the summary deals only with U.S. holders that will hold the Series B shares or ADSs as capital assets and use the U.S. dollar as their functional currency and does not address the tax treatment of a U.S. holder that owns or is treated as owning 10% or more of the outstanding voting shares of the Company. In addition, the summary does not address any U.S. or Mexican state or local tax considerations that may be relevant to a U.S. holder.

The summary is based upon the federal income tax laws of the United States and Mexico as in effect on the date of this prospectus, including the provisions of the income tax treaty between the United States and Mexico and protocol thereto (the "Tax Treaty"), all of which are subject to change, possibly with retroactive effect in the case of U.S. federal income tax law. Prospective investors in the Series B shares or ADSs should consult their own tax advisors as to the U.S., Mexican or other tax consequences of the purchase, ownership and disposition of the Series B shares or ADSs, including, in particular, the effect of any foreign, state or local tax laws and their entitlement to the benefits, if any, afforded by the Tax Treaty.

For purposes of this summary, the term "non-Mexican holder" shall mean a holder that is not a resident of Mexico 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 Mexico.

For purposes of Mexican taxation:

•

individuals are residents of Mexico if they have established their principal place of residence in Mexico or, if they have established their principal place of residence outside Mexico, if their core of vital interests ( centro de intereses vitales ) is located in Mexico. Individuals' core of vital interests will be deemed to be located in Mexico if, among other things,

•: at least 50% of the individuals' aggregate annual income derives from Mexican sources or
•: the individuals' principal center of professional activities is located in Mexico;

•

individuals are residents of Mexico if they are state employees, regardless of the location of the individuals' core of vital interests; and

•

legal entities are residents of Mexico if they were established under Mexican law or if they maintain their principal place of business or their place of effective management in Mexico.

If non-residents of Mexico are deemed to have a permanent establishment in Mexico for tax purposes, all income attributable to the permanent establishment will be subject to Mexican taxes, in accordance with applicable Mexican tax law.

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 ( Ley del Impuesto Sobre la Renta ), dividends paid to non-Mexican holders with respect to the Series B shares represented by the ADSs are not subject to Mexican withholding tax.

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Dividends paid from distributable earnings that have not been subject to corporate income tax are subject to a corporate-level dividend tax at a rate of 42.86% for the year ended December 31, 2005. The corporate-level dividend tax on the distribution of earnings is not final and may be credited against income tax payable during the fiscal year in which the dividend tax was paid and for the following two years. Dividends paid from distributable earnings, after corporate income tax has been paid with respect to these earnings, are not subject to this corporate-level dividend tax. Currently, after corporate tax dividend distributions are not subject to individual withholding taxes for shareholder recipients thereof.

Distributions made by us to our shareholders other than as dividends, including capital reductions, amortization of shares or otherwise, would be subject to taxation in Mexico, including withholding taxes. The tax rates applicable and the method of assessing and paying taxes applicable to any such non-dividend distributions, will vary depending on the nature of the distributions.

U.S. Federal Income Tax Considerations

The gross amount of any distributions paid with respect to the Series B shares represented by the ADSs, to the extent paid out of the Company's current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, will be taxable as dividends and 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. Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual prior to January 1, 2009 with respect to the B shares and ADSs will be subject to taxation at a maximum rate of 15% if the dividends are "qualified dividends." Dividends paid on the B shares and ADSs will be treated as qualified dividends if (i) the issuer is eligible for the benefits of a comprehensive income tax treaty with the United States that the IRS has approved for the purposes of the qualified dividend rules and (ii) the Company was not, in the year prior to the year in which the dividend was paid, and is not, in the year in which the dividend is paid, a passive foreign investment company ("PFIC"). The income tax treaty between Mexico and the United States has been approved for the purposes of the qualified dividend rules. Based on the Company's audited financial statements and its current expectations regarding the value and nature of its assets, the sources and nature of its income, and relevant market and shareholder data, the Company believes that it was not treated as a PFIC for U.S. federal income tax purposes with respect to its 2005 taxable year and does not anticipate becoming a PFIC for its 2006 taxable year.

To the extent that a distribution exceeds the Company's 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. U.S. holders should consult their own tax advisors regarding the treatment of foreign currency gain or loss, if any, on any pesos received that are converted into U.S. dollars on a date subsequent to receipt. Dividend income generally will constitute foreign source "passive income" or, in the case of certain U.S. holders, "financial services income" for U.S. foreign tax credit purposes.

Distributions of additional Series B shares to holders of ADSs with respect to their ADSs that are made as part of a pro rata distribution to all stockholders of the Company generally will not be subject to U.S. federal income tax.

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Taxation of Dispositions of Shares or ADSs

Mexican Tax Considerations

Gain on the sale or other disposition of ADSs by a U.S. holder will generally not be subject to Mexican tax. Deposits and withdrawals of Series B shares in exchange for ADSs will not give rise to Mexican tax or transfer duties.

Gain on the sale of Series B shares by a U.S. holder will not be subject to any Mexican tax if the transaction is carried out through the Mexican Stock Exchange or other stock exchange or securities markets approved by the Mexican Ministry of Finance and Public Credit. Gain on sales or other dispositions of Series B shares made in other circumstances generally would be subject to Mexican tax at a rate of 25% based on the total amount of the transaction or, subject to certain requirements applicable to the seller, at a rate of 30% for the year ended December 31, 2005 of gains realized from the disposition.

Under the Tax Treaty, a U.S. 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 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 share capital (including ADSs) during the twelve-month period preceding the sale or other disposition.

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 generally is subject to a maximum federal income tax rate of 15%. 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.

A U.S. holder that receives pesos upon sale or other disposition of the Series B shares will realize an amount equal to the U.S. dollar value of the pesos upon the date of sale (or in the case of cash basis and electing accrual basis taxpayers, the settlement date). A U.S. holder will have a tax basis in the pesos received equal to the U.S. dollar value of the pesos received translated at the same rate the U.S. holder used to determine the amount realized on its disposal of the Series B shares. Any gain or loss realized by a U.S. holder on a subsequent conversion of the pesos generally will be a U.S. source ordinary income or loss.

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 certain payments by a paying agent to a 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 or fails to establish an exemption or otherwise comply with these provisions. 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.

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UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement for sales outside of Mexico, or the international underwriting agreement dated , 2006, the selling stockholder has agreed to sell to the underwriters named below, for whom Credit Suisse Securities (USA) LLC is acting as representative, the following respective numbers of Series B shares of common stock (all or a portion of which may be in the form of ADSs).

Underwriters		Number of Shares
Credit Suisse Securities (USA) LLC

Citigroup Global Markets, Inc.

Deutsche Bank Securities Inc.

Santander Investment Securities, Inc.

	Subtotal	269,523,910

Further, pursuant to a Mexican underwriting agreement dated , 2006, between the selling stockholder and Acciones y Valores Banamex, S.A. de C.V., Casa de Bolsa, the Mexican underwriter has agreed to place the following respective numbers of Series B shares of common stock with various investors in Mexico:

Mexican Underwriter
Acciones y Valores Banamex, S.A. de C.V. Casa de Bolsa			145,128,261

	Subtotal		145,128,261

		Total	414,652,171

The international underwriting agreement provides that the international underwriters are obligated to purchase all the Series B shares in the offering if any are purchased, other than those Series B shares covered by their over-allotment option described below. The international underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may be increased or the offering of Series B shares may be terminated.

The international underwriters and the Mexican underwriter have entered into an intersyndicate agreement pursuant to which sales may be made between the international underwriters and the Mexican underwriter of ADSs or Series B shares. To the extent that there are sales between the international underwriters and the Mexican underwriter pursuant to the intersyndicate agreement, the number of ADSs and Series B shares that may be available for sale by the international underwriters and the Mexican underwriter may be more or less than the amounts appearing on the cover page of this prospectus.

All sales of Series B shares, whether in the form of ADSs or otherwise, in the United States will be made by U.S. registered brokers/dealers.

The selling stockholder has granted 30-day options to the international underwriters and to the Mexican underwriter to purchase up to 40,428,590 additional Series B shares (in the case of the option granted to the international underwriters) and up to 21,769,239 additional Series B shares (in the case of the option granted to the Mexican underwriter) at the initial public offering price, less the underwriting discounts and commissions. These options may be exercised only to cover any over-allotments of Series B shares.

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Each ADS represents 10 Series B shares. The international underwriters propose to offer the Series B shares, whether in the form of ADSs or otherwise, initially at the public offering price on the cover page of this prospectus and to international selling group members at that price less a selling concession of U.S. $ per Series B share (or U.S. $. per ADS). The international underwriters and international selling group members may allow a discount of U.S. $ per Series B share (or U.S. $ per ADS) on sales to other broker/dealers. After the initial public offering, the public offering price and concession and discount to broker/dealers may be changed by the representative. The public offering price of the Series B shares sold in Mexico is the equivalent in pesos calculated with reference to the Fix Exchange Rate published by the Central Bank of Mexico (Banco de Mexico) in its web page at noon on the pricing date.

The following table shows the underwriting discounts and commissions that the selling stockholder is to pay to the international underwriters in connection with the offering, excluding offering expenses payable by the selling stockholder. These amounts are shown assuming both no exercise and full exercise of the international underwriters' option to purchase additional Series B shares.

		No Exercise	Full Exercise
Per Series B share		U.S. $	U.S. $
Per ADS		U.S. $	U.S. $

	Total	U.S. $	U.S. $

The following table summarizes the estimated expenses related to the global offering, which the selling stockholder will pay.

Legal Expenses	U.S. $	1,800,000.00
Accounting Expenses	U.S. $	2,000,000.00
Printing Expenses	U.S. $	300,000.00
Other Expenses	U.S. $	2,100,000.00

All of the expenses of the offering will be paid by the selling stockholder.

The international underwriters have informed us that they do not expect discretionary sales to exceed 5% of the Series B shares being offered.

The selling stockholder and any broker-dealers or agents who participate in the distribution of the Series B Shares or ADSs may be deemed to be "underwriters." As a result, any profits on the sale of the Series B Shares or ADSs by the selling stockholder and any discounts, commissions or concessions received by any such broker-dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. If the selling stockholder were to be deemed an underwriter, the selling stockholder may be subject to certain statutory liabilities of, including, but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

Under the terms of the intersyndicate agreement between the international underwriters and the Mexican underwriter, the international underwriter has agreed that as part of its distribution of the Series B shares, whether in the form of ADSs or otherwise, and subject to permitted exceptions, it has not offered or sold, and will not offer or sell, directly or indirectly, any Series B shares or distribute any prospectus relating to the Series B shares to any person in Mexico or to any other dealer who does not so agree. The Mexican underwriter has agreed that as part of its placement of the Series B shares and subject to permitted exceptions, it has not offered or sold, and will not offer or sell, directly or indirectly, any Series B shares or distribute any prospectus relating to the Series B shares outside of Mexico or to any other dealer who does not so agree. These limitations do not apply to stabilization transactions or to transactions between the international underwriters and the Mexican underwriter.

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Initial offers and sales of Series B shares and ADSs outside the United States have not been registered under the Securities Act of 1933 in reliance upon Regulation S thereunder. This prospectus may be used in connection with initial offers and sales of ADSs and Series B shares outside of the United States and Mexico, and insofar as ADSs and Series B are reoffered or resold from time to time in the United States in transactions that require registration under the Securities Act.

We have made application to register the Series B shares in the Mexican National Securities Registry, maintained by the Mexican National Banking and Securities Commission to permit the transactions mentioned in this prospectus. This registration does not imply any certification as to the investment quality of the Company's Series B shares, its solvency or the accuracy or completeness of the information included in this prospectus. We cannot assure you that this registration will be obtained or maintained after the completion of this offering.

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a Relevant Member State), each underwriter has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will not make an offer of the ADSs and/or Series B shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the ADSs and/or Series B shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of ADSs and/or Series B shares to the public in that Relevant Member State at any time:

(a): to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
(b): to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
(c): in any other circumstances which do not require the publication by us of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer of ADSs and/or Series B shares to the public" in relation to any ADSs and/or Series B shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ADSs and/or Series B shares to be offered so as to enable an investor to decide to purchase or subscribe the ADSs and/or Series B shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression Prospectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

Each of the international underwriters severally represents and agrees that:

•: it has not offered or sold, and prior to the date six months after the date of the offering of the Series B shares will not offer or sell any Series B shares to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995 or the United Kingdom Financial Services and Markets Act of 2000 or FSMA;

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•: it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Series B shares in, from or otherwise involving, the United Kingdom; and
•: it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the ADSs in circumstances in which section 21(1) of FSMA does not apply to us.

The offering of the ADSs and/or Series B shares in Italy has not been registered with the Commissione Nazionale per le Società e la Borsa , or CONSOB, pursuant to Italian securities legislation. As a result, neither the ADSs and Series B shares, this Prospectus nor any other documentation relating to the ADSs and/or Series B shares will be offered, sold, delivered, distributed or made available, in the Republic of Italy, other than to professional investors ( investitori professionali ) as defined in article 30, paragraph 2, of Legislative Decree No. 58 of February 24, 1998, or the Italian Securities Act, as subsequently amended and supplemented, which refers to the definition of operatori qualificati as defined in article 31, paragraph 2, of CONSOB Regulation No. 11522 of July 1, 1998, as subsequently amended and supplemented, or pursuant to article 100 of the Italian Securities Act and article 33, paragraph 1, of CONSOB Regulation n. 11971 of May 14, 1999, as subsequently amended and supplemented, and in accordance with applicable Italian laws and regulations.

Any offer, sale or delivery of the ADSs and/or Series B shares or distribution of copies of this Prospectus or any other document relating to the ADSs and/or Series B shares to professional investors in the Republic of Italy shall be made only by banks, investment firms or financial companies enrolled in the special register provided for in Article 107 of Legislative Decree no. 385 of September 1, 1993, or the Italian Banking Act, to the extent that they are duly authorized to engage in the placement and/or underwriting of financial instruments in the Republic of Italy in accordance with the relevant provisions of the Italian Securities Act, CONSOB Regulation no. 11522 of July 1, 1998 and/or any other applicable laws and regulations and shall be made in accordance with any other Italian securities, tax and exchange control and other applicable requirement or limitation which may be imposed by CONSOB or the Bank of Italy.

Each of the underwriters represents and agrees that (a) it is a professional market party, or PMP, within the meaning of Section 1(e) of the Exemption Regulation of June 26, 2002 in respect of the Act on the Supervision of the Credit System 1992 ( Vrijstellingsregeling Wet toezicht kredietwezen 1992 ), or the Exemption Regulation, as amended from time to time, where applicable read in conjunction with the Policy Rules of the Dutch Central Bank ( de Nederlandsche Bank N.V. ) on key concepts of market access and enforcement of the Act on the Supervision of the Credit System 1992 ( Wet toezicht kredietwezen 1992 ) published on December 29, 2004 ( Beleidsregel 2005 kernbegrippen markttoetreding en handhaving Wtk 1992 ), and Section 2 of the Policy Rules, as amended, supplemented and restated from time to time and (b) it has offered or sold and will offer or sell, directly or indirectly, as part of the initial distribution or at any time thereafter, the ADSs and Series B shares exclusively (i) to PMPs as reasonably identified by us on the closing date or (ii) to persons which cannot reasonably be identified as PMPs by us on the closing date, provided that the ADSs and Series B shares have a denomination of €100,000 (or the equivalent in any other currency) and shall upon their issuance be included in a clearing institution that is established in a EU Member State, the United States of America, Japan, Australia, Canada or Switzerland; so that it can reasonably be expected that the underwriters will transfer the ADSs and Series B shares exclusively to other PMPs.

The ADSs and Series B shares have not been and will not be publicly issued or publicly placed, distributed, offered or negotiated in the Brazilian capital markets. Neither we nor the issuance of any ADSs and/or Series B shares has been or will be registered with the Brazilian Securities and Exchange Commission ( Comissão de Valores Mobiliários ).

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Except with respect to newly issued shares we may sell to AMP pursuant to the remaining tranche of its option to subscribe, we have agreed not to offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or such other securities, in case or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and the Mexican underwriter until 180 days after the date of this offering circular.

AMP has also agreed that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or such other securities, in case or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and the Mexican underwriter until 180 days after the date of this offering circular.

Except with respect to the shares it proposes to sell pursuant to the international underwriting agreement and the Mexican underwriting agreement, including the shares contemplated by the over-allotment options in those agreements, the selling stockholder has also agreed that it will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of our common stock, whether any of these transactions are to be settled by delivery of our common stock or such other securities, in case or otherwise, or publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement, without, in each case, the prior written consent of Credit Suisse Securities (USA) LLC and the Mexican underwriter until 180 days after the date of this offering circular.

We have agreed to indemnify the international underwriters and the Mexican underwriter against liabilities under the Securities Act or contribute to payments that the underwriters may be required to make in that respect.

We have applied to list the ADSs on The New York Stock Exchange under the trading symbol "PAC".

It is expected that delivery of the Series B shares, whether in the form of ADSs or otherwise, will be made to investors on or about , 2006.

Prior to this offering, there has been no public market for our Series B shares, whether in the form of ADSs or otherwise. The initial public offering price will be determined by negotiation between the selling stockholder, Credit Suisse Securities (USA) LLC and the Mexican underwriter. Principal factors to be considered in determining the public offering price include the following:

•: the information included in this prospectus and otherwise available to the representative;
•: market conditions for initial public offerings and the common stock, whether in the form of ADSs or otherwise, of Mexican companies;

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•: the history and the prospects for the industry in which we compete;
•: the ability of our management;
•: the prospects for our future earnings;
•: the present state of our development and our current financial condition;
•: the general condition of the securities markets at the time of this offering; and
•: the recent market prices of, and the demand for, publicly traded common stock of generally comparable companies.

Neither the Company, the selling stockholder, the international underwriters or the Mexican underwriter can assure investors that a trading market will develop for the Series B shares, whether in the form of ADSs or otherwise, in the United States, Mexico or elsewhere or that the Series B shares or ADSs will trade in the public market at or above the initial offering price. We also cannot predict the liquidity of any such market, should such market develop. If the trading volume of our Series B shares or ADSs in any such market were to be below certain levels, our Series B shares or ADSs may be delisted or deregistered in such market.

In connection with the offering, the international underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934 (the "Exchange Act"). The Mexican underwriter may also engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids; however, the Mexican underwriter is not permitted to create a naked short position.

•: Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
•: Over-allotment involves sales by the international underwriters of Series B shares, whether in the form of ADSs or otherwise, in excess of the number of Series B shares the international underwriters are obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of Series B shares over-allotted by the international underwriters is not greater than the number of Series B shares that they may purchase in the over-allotment option. In a naked short position the number of Series B shares involved is greater than the number of Series B shares in the over-allotment option. The international underwriters may close out any short position by either exercising their over-allotment option and/or purchasing Series B shares in the open market.
•: Syndicate covering transactions involve purchases of the Series B shares in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of Series B shares to close out the short position the international underwriters will consider, among other things, the price of Series B shares available for purchase in the open market as compared to the price at which they may purchase Series B shares through the over-allotment option. If the international underwriters sell more Series B shares than could be covered by the over-allotment option, a naked short position, that position can only be closed out by buying Series B shares in the open market. A naked short position is more likely to be created if the international underwriters are concerned that there may be downward pressure on the price of the Series B shares in the open market after pricing that could adversely affect investors who purchase in the offering.
•: Penalty bids permit the representative to reclaim exclusively to the international underwriters a selling concession from a syndicate member when the Series B shares originally sold by such

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syndicate member are purchased in a stabilizing transaction or a syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of the Series B shares or preventing or retarding a decline in the market price of the Series B shares. As a result the price of the Series B shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on The New York Stock Exchange or otherwise and, if commenced, may be discontinued at any time.

The Mexican underwriter will be engaged, in coordination with Credit Suisse Securities (USA) LLC, in stabilizing and over-allotment transactions in the Mexican market in accordance with Mexican law and regulation which, among other considerations, does not permit transactions that involve naked short positions.

A prospectus in electronic format may be made available on the web sites maintained by one or more of the international underwriters, or international selling group members, if any, participating in the offering and one or more of the international underwriters participating in this offering may distribute prospectuses electronically. The representative may agree to allocate a number of Series B shares to the underwriters for sale to their respective online brokerage account holders. Internet distributions will be allocated by the underwriters that will make internet distributions on the same basis as other allocations.

Certain of the international underwriters and the Mexican underwriter and their affiliates have engaged in commercial and investment banking transactions with the selling stockholder and its affiliates in the ordinary course of business. They may continue to do so in the future. In addition, Credit Suisse Securities (USA) currently is engaged by AMP with respect to the sale by Holdinmex of its controlling interest in APN.

NOTICE TO CANADIAN RESIDENTS

Resale Restrictions

The distribution of the Series B shares in Canada is being made only on a private placement basis exempt from the requirement that we and the selling shareholder prepare and file a prospectus with the securities regulatory authorities in each province where trades of Series B shares are made. Any resale of the Series B shares in Canada must be made under applicable securities laws which will vary depending on the relevant jurisdiction, and which may require resales to be made under available statutory exemptions or under a discretionary exemption granted by the applicable Canadian securities regulatory authority. Purchasers are advised to seek legal advice prior to any resale of the common stock.

Representations of Purchasers

By purchasing common stock in Canada and accepting a purchase confirmation a purchaser is representing to us, the selling shareholder and the dealer from whom the purchase confirmation is received that

•: the purchaser is entitled under applicable provincial securities laws to purchase the common stock without the benefit of a prospectus qualified under those securities laws,
•: where required by law, that the purchaser is purchasing as principal and not as agent, and
•: the purchaser has reviewed the text above under Resale Restrictions.

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Rights of Action—Ontario Purchasers

The securities being offered are those of a foreign issuer and Ontario purchasers will not receive the contractual right of action prescribed by Ontario securities law. As a result, Ontario purchasers must rely on other remedies that may be available, including common law rights of action for damages or rescission or rights of action under the civil liability provisions of the U.S. federal securities laws.

Enforcement of Legal Rights

All of the issuer's directors and officers as well as the experts named herein and the selling shareholder may be located outside of Canada and, as a result, it may not be possible for Canadian purchasers to effect service of process within Canada upon the issuer or such persons. All or a substantial portion of the assets of the issuer and such persons may be located outside of Canada and, as a result, it may not be possible to satisfy a judgment against the issuer or such persons in Canada or to enforce a judgment obtained in Canadian courts against such issuer or persons outside of Canada.

Taxation and Eligibility for Investment

Canadian purchasers of common stock should consult their own legal and tax advisors with respect to the tax consequences of an investment in the common stock in their particular circumstances and about the eligibility of the common stock for investment by the purchaser under relevant Canadian legislation.

FORWARD-LOOKING STATEMENTS

This prospectus includes forward-looking statements, principally under the captions "Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business." We have based these forward-looking statements largely on our current beliefs, expectations and projections about future events and financial trends affecting our business. Many important factors, in addition to those discussed elsewhere in this prospectus, could cause our actual results to differ substantially from those anticipated in our forward-looking statements, including, among other things:

•: general economic, political, demographic and business conditions in Mexico and particularly in the geographic markets we serve;
•: changes in our maximum rates;
•: potential disruption or interruption of our services;
•: inflation, depreciation and devaluation of the peso;
•: the early termination or revocation of our concessions by the Ministry of Communications and Transportation;
•: our ability to meet the obligations under our master development programs;
•: changes in passenger and cargo volume;
•: existing and future governmental regulations relating to us; and
•: the risk factors discussed under "Risk Factors" beginning on page 20.

The words "believe," "may," "aim," "estimate," "continue," "anticipate," "intend," "expect" and similar words are intended to identify forward-looking statements. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, the effects of future regulation and the effects of competition. Forward-looking statements speak only as of the

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date they were made, and we undertake no obligation to update publicly or to revise any forward-looking statements after we distribute this prospectus because of new information, future events or other factors. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this prospectus might not occur. In light of these limitations, you should not place undue reliance on forward-looking statements contained in this prospectus.

WHERE CAN YOU FIND MORE INFORMATION

We have filed with the Commission a registration statement (including amendments and exhibits to the registration statement) on Form F-1 under the Securities Act. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.

Upon completion of this offering, we will become subject to the informational requirements of the U.S. Securities Exchange Act of 1934, which is also known as the Exchange Act. Accordingly, we will be required to file reports and other information with the Commission, including annual reports on Form 20-F and reports on Form 6-K. You may inspect and copy reports and other information to be filed with the Commission at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549. Copies of the materials may also be obtained from the Commission's public reference facilities at prescribed rates. The public may obtain information on the operation of the Commission's public reference facilities by calling the Commission in the United States at 1-800-SEC-0330. In addition, the Commission maintains an internet website at http://www.sec.gov, from which you can electronically access the registration statement and its materials.

As a foreign private issuer, we are not subject to the same disclosure requirements as a domestic U.S. registrant under the Exchange Act. For example, we are not required to prepare and issue quarterly reports. However, we will be required to file with the SEC, promptly after it is made public or filed, information we make public in Mexico or file with the Mexican Stock Exchange or Mexican Securities and Banking Commission.

As a foreign private issuer, we are exempt from Exchange Act rules regarding proxy statements and short-swing profits.

We will provide the depositary with annual reports in English, which will include a review of operations and annual audited consolidated financial statements prepared according to Mexican GAAP. The annual reports will include a reconciliation of net income and stockholders' equity to U.S. GAAP. We will also furnish the depositary with an English translation of our unaudited quarterly financial statements for each of the first three calendar quarters prepared in accordance with Mexican GAAP. When the depositary receives copies of these documents, it has agreed to promptly mail them to registered holders of ADRs.

We will also furnish to the depositary in English all notices of stockholders' meetings and other reports, communications and information that are made generally available to the holders of Series B shares. The depositary has agreed to mail to all holders of ADRs a notice containing the information (or a summary of the information) contained in any notice of a meeting of our stockholders received by the depositary and will make available to all holders of ADRs such notices and all such other reports and communications received by the depositary.

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Neither we nor the selling stockholder are making offers to, nor are accepting offers to buy from, holders in any jurisdiction in which this offer would not comply with local securities laws.

ENFORCEABILITY OF CIVIL LIABILITIES

We are a corporation (sociedad anonima de capital variable) organized under the laws of Mexico. Most of our directors and officers, the selling stockholder and certain of the experts named in this prospectus reside in Mexico. In addition, most or all of our assets are located in Mexico. We have been advised by our Mexican counsel, Ritch Mueller, S.C., that you may not be able to serve process within the United States upon these individuals or enforce against them judgments of U.S. courts, including judgments based on the civil liability provisions of the federal securities laws of the United States and Mexican courts may not recognize the grounds or remedies for actions originally brought in a Mexican court against us, our directors and officers, the selling stockholder, the Mexican government and any expert named in this prospectus based on the federal securities laws of the United States.

VALIDITY OF SECURITIES

The validity of the ADSs will be passed upon for us by Cleary Gottlieb Steen & Hamilton LLP, our U.S. counsel, and for the underwriters by Shearman & Sterling LLP, U.S. counsel to the underwriters. The validity of the Series B shares will be passed upon for us by Ritch Mueller, S.C., our Mexican counsel, and for the underwriters by Creel, Garcia-Cuellar y Muggenburg, S.C., Mexican counsel to the underwriters.

EXPERTS

The consolidated financial statements of Grupo Aeroportuario del Pacifico, S.A. de C.V. and subsidiaries as of and for the nine-month period ended September 30, 2005 and as of December 31, 2002, 2003 and 2004 and for each of the three years in the period ended December 31, 2004 included in this prospectus have been audited by Galaz, Yamazaki, Ruiz Urquiza, S.C., an independent registered public accounting firm and member of Deloitte Touche Tohmatsu, as stated in their reports appearing herein (which report as of and for each of the three years in the period ended December 31, 2004 expresses an unqualified opinion on the financial statements and includes two explanatory paragraphs, referring to the restatement of the financial statements as of and for the years ended December 31, 2002 and 2003 related to the reclassification of the value of airport concessions and rights to use airport facilities and the early adoption of Bulletin C-10, Derivative Instruments and Hedging Activities of Mexican GAAP) and have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

189

Grupo Aeroportuario del Pacifico, S.A. de C.V.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of independent registered public accounting firm		F-2
Consolidated balance sheets as of December 31, 2004 December 31, 2003 and December 31, 2002		F-4
Consolidated statements of income for the years ended December 31, 2004, December 31, 2003 and December 31, 2002		F-5
Consolidated statements of changes in stockholders' equity for the years ended December 31, 2004, December 31, 2003 and December 31, 2002		F-6
Consolidated statements of changes in financial position for the years ended December 31, 2004, December 31, 2003 and December 31, 2002		F-8
Notes to consolidated financial statements		F-9
Report of independent registered public accounting firm		F-61
Consolidated balance sheets as of September 30, 2005 (audited) and September 30, 2004 (unaudited)		F-62
Consolidated statements of income for the nine-month periods ended September 30, 2005 (audited) and September 30, 2004 (unaudited)		F-63
Consolidated statements of changes in stockholders' equity for the nine-month periods ended September 30, 2005 (audited) and September 30, 2004 (unaudited)		F-64
Consolidated statements of changes in financial position for the nine-month periods ended September 30, 2005 (audited) and September 30, 2004 (unaudited)		F-66
Notes to consolidated financial statements		F-67

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Grupo Aeroportuario del Pacífico, S. A. de C. V.

We have audited the accompanying consolidated balance sheets of Grupo Aeroportuario del Pacífico, S.A. de C.V. and subsidiaries (the "Company") as of December 31, 2004, 2003 and 2002, and the related consolidated statements of income, changes in stockholders' equity and changes in financial position for each of the three years in the period ended December 31, 2004, all expressed in thousands of Mexican pesos of purchasing power of December 31, 2004. 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 audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Grupo Aeroportuario del Pacífico, S.A. de C.V. and subsidiaries as of December 31, 2004, 2003 and 2002, and the results of their operations, changes in their stockholders' equity and changes in their financial position for each of the three years in the period ended December 31, 2004, in conformity with accounting principles generally accepted in Mexico.

As described in Note 1.c, subsequent to the issuance of the Company's 2003 financial statements, the Company's management determined that the amount allocated to the Company's intangible rights to use airport facilities was previously allocated on a proportional basis. Such rights to use airport facilities should have been allocated based on the historical cost of the assets of the predecessor from whom such rights were acquired. Consequently, the consolidated financial statements as of and for the years ended December 31, 2003 and 2002 have been restated to reflect this change in the value of the rights to use airport facilities and airport concessions and make such consolidated financial statements as of and for the years ended December 31, 2003 and 2002 comparable to the consolidated financial statements as of and for the year ended December 31, 2004, as required by accounting principles generally accepted in Mexico.

As described in Note 3.a, beginning January 1, 2004 the Company early adopted the provisions of Bulletin C-10, Derivative Instruments and Hedging Activities , (Bulletin C-10) thereby recognizing embedded derivatives. The cumulative effect of adoption of Bulletin C-10 on January 1, 2004, net of income tax and employee statutory profit sharing effects, was a gain of Ps. 24,342, presented in the consolidated statements of income under cumulative effect of change in accounting principle.

Accounting principles generally accepted in Mexico vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of consolidated net income for the years ended December 31, 2004 and 2003 and the determination of consolidated stockholders' equity at December 31, 2004 and 2003, to the extent summarized in Note 22.

F-2

Our audits also comprehended the translation of the Mexico 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.

Galaz, Yamazaki, Ruiz Urquiza, S.C.
Member of Deloitte Touche Tohmatsu

C.P.C. Salvador A. Sánchez Barragán
Guadalajara, Mexico
April 27, 2005, except for the convenience
translation of Mexican peso amounts
into U.S. dollars, the retroactive effect of
the reverse stock split on all share, per share
and option data and Note 23, as
to which the date is February 2, 2006

F-3

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Balance Sheets

As of December 31, 2004, 2003 and 2002
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of December 31, 2004)

			2004 (Convenience Translation; See Note 2)		2004		2003 (As Restated See Note 1.c)		2002 (As Restated See Note 1.c)
Assets
Current assets:
	Cash and temporary investments (Note 4)		$	110,179	Ps.	1,188,941	Ps.	1,028,516	Ps.	1,040,310
	Trade accounts receivable—net (Note 5)			33,312		359,469		439,737		226,602
	Recoverable taxes			144		1,554		29,061		38,497
	Embedded derivatives (Note 3.a)			12		134		—		—
	Other accounts receivable			215		2,323		1,467		4,719

		Total current assets		143,862		1,552,421		1,498,781		1,310,128
Buildings, building improvements, machinery and equipment—net (Note 6)				123,906		1,337,072		1,125,672		895,809
Airport concessions—net (Note 7)				1,571,214		16,954,966		17,310,832		17,656,385
Rights to use airport facilities—net (Note 8)				222,918		2,405,517		2,495,141		2,584,768
Other acquired rights—net (Note 9)				76,827		829,039		426,406		435,588
Recoverable income taxes (Note 14.a)				8,373		90,358		114,106		168,372
Embedded derivatives (Note 3.a)				3,248		35,052		—		—
Deferred income taxes (Note 14.d)				59,958		647,012		677,270		639,680
Other assets				2,016		21,755		22,452		13,604

Total			$	2,212,322	Ps.	23,873,192	Ps.	23,670,660	Ps.	23,704,334

Liabilities and stockholders' equity
Current liabilities:
	Due to Aeropuertos y Servicios Auxiliares (ASA) (Note 13)		$	—	Ps.	—	Ps.	—	Ps.	63,576
	Government concession fees, related party (Note 12)			1,714		18,499		16,235		11,863
	Due to Aeropuertos Mexicanos del Pacífico, S. A. de C. V., related party (Note 12)			2,241		24,184		13,867		10,956
	Accounts payable			5,784		62,416		24,438		34,915
	Taxes payable, other than income taxes			5,102		55,056		46,914		18,950
	Income tax and tax on assets payable			2,311		24,941		—		37,916
	Employee statutory profit sharing			69		748		535		471

		Total current liabilities		17,221		185,844		101,989		178,647
Deposits received				1,650		17,814		4,445		1,266
Labor obligations (Note 3.m)				312		3,374		1,546		3,082

		Total liabilities		19,183		207,032		107,980		182,995

Commitments and contingencies (Notes 15 and 16)
Stockholders' equity: (Note 10)
	Common stock			2,022,275		21,822,372		21,822,372		21,822,372
	Legal reserve			8,753		94,452		79,274		48,911
	Retained earnings			133,558		1,441,210		1,352,908		1,341,930
	Cumulative initial effect of deferred income taxes			28,553		308,126		308,126		308,126

Total stockholders' equity				2,193,139		23,666,160		23,562,680		23,521,339

Total			$	2,212,322	Ps.	23,873,192	Ps.	23,670,660	Ps.	23,704,334

See accompanying notes to consolidated financial statements.

F-4

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Statements of Income

For the years ended December 31, 2004, 2003 and 2002
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of December 31, 2004, except share and per share data)

		2004 (Convenience Translation; See Note 2)			2004			2003 (As Restated See Note 1.c)			2002 (As Restated See Note 1.c)
Revenues (Note 12):
	Aeronautical services	$	167,293		Ps.	1,805,263		Ps.	1,631,208		Ps.	1,524,331
	Non-aeronautical services		35,688			385,110			288,895			196,992

			202,981			2,190,373			1,920,103			1,721,323

Operating costs:
	Cost of services (Note 19)		56,519			609,894			561,562			527,486
	Technical assistance fees (Note 12)		7,000			75,537			64,522			57,027
	Government concession fees (Note 12)		10,081			108,788			95,245			84,908
	Depreciation and amortization (Note 20)		51,857			559,593			522,707			497,866
	Effect of restatement on amortization (Note 1.c)		(457	)		(4,928	)		(3,703	)		(3,702	)

			125,000			1,348,884			1,240,333			1,163,585

Income from operations			77,981			841,489			679,770			557,738

Net comprehensive financing (expense) income:
	Interest income—net		5,410			58,381			62,370			76,950
	Exchange gain—net		834			9,005			18,491			28,455
	Monetary position loss		(7,461	)		(80,510	)		(57,547	)		(73,794	)
	Loss from embedded derivatives (Note 3.a)		(106	)		(1,145	)		—			—

			(1,323	)		(14,269	)		23,314			31,611

Other expense:
	Administrative services paid to ASA (Note 13)		—			—			—			(63,576	)
	Other expense—net		(220	)		(2,372	)		(10	)		8,260

			(220	)		(2,372	)		(10	)		(55,316	)

Income before income taxes, employee statutory profit sharing and cumulative effect of change in accounting principle			76,438			824,848			703,074			534,033
Income tax expense (Note 14)			42,585			459,540			390,061			304,488
Effect of restatement on deferred income taxes (Note 1.c)			146			1,577			1,186			1,187
Employee statutory profit sharing expense (Note 14)			69			744			527			449

Income before cumulative effect of change in accounting principle			33,638			362,987			311,300			227,909
Cumulative effect of change in accounting principle—net of tax (Note 3.a)			2,256			24,342			—			—

Consolidated net income		$	35,894		Ps.	387,329		Ps.	311,300		Ps.	227,909

Weighted average number of common shares outstanding (Note 23.k)			561,000,000			561,000,000			561,000,000			561,000,000

Basic earnings per share (in U.S. Dollars and Mexican Pesos):
	Income before cumulative effect of change in accounting principle	$	0.0600		Ps.	0.6470		Ps.	0.5549		Ps.	0.4063
	Cumulative effect of change in accounting principle		0.0040			0.0434			—			—

Basic net income per share		$	0.0640		Ps.	0.6904		Ps.	0.5549		Ps.	0.4063

See accompanying notes to consolidated financial statements.

F-5

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

For the years ended December 31, 2004, 2003 and 2002
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of December 31, 2004, except share data)

		Number of Shares	Common Stock		Legal Reserve
Balances as of January 1, 2002 (As previously reported)		561,000,000	Ps.	21,822,372	Ps.	48,911
	Effect of restatement on beginning retained earnings (see Note 1.c)	—		—		—

Balances as of January 1, 2002 (As restated)		561,000,000		21,822,372		48,911
	Deferred income tax applied (Note 10.d)	—		—		—
	Comprehensive income	—		—		—

Balances as of December 31, 2002 (As restated)		561,000,000		21,822,372		48,911
	Transfer of earnings to legal reserve	—		—		30,363
	Dividends declared and paid (Note 10.e)	—		—		—
	Comprehensive income	—		—		—

Balances as of December 31, 2003 (As restated)		561,000,000		21,822,372		79,274
	Transfer of earnings to legal reserve	—		—		15,178
	Dividends declared and paid (Note 10.f)	—		—		—
	Comprehensive income	—		—		—

Balances as of December 31, 2004		561,000,000	Ps.	21,822,372	Ps.	94,452

Balances as of December 31, 2003 (Convenience Translation; See Note 2)		561,000,000	$	2,022,275	$	7,347
	Transfer of earnings to legal reserve	—		—		1,406
	Dividends declared and paid (Note 10.f)	—		—		—
	Comprehensive income	—		—		—

Balances as of December 31, 2004		561,000,000	$	2,022,275	$	8,753

(continued)

F-6

		Retained Earnings			Cumulative Initial Effect of Deferred Income Taxes			Total Stockholders' Equity
Balances as of January 1, 2002 (As previously reported)		Ps.	817,763		Ps.	597,858		Ps.	23,286,904
	Effect of restatement on beginning retained earnings (see Note 1.c)		6,526			—			6,526

Balances as of January 1, 2002 (As restated)			824,289			597,858			23,293,430
	Deferred income tax applied (Note 10.d)		289,732			(289,732	)		—
	Comprehensive income		227,909			—			227,909

Balances as of December 31, 2002 (As restated)			1,341,930			308,126			23,521,339
	Transfer of earnings to legal reserve		(30,363	)		—			—
	Dividends declared and paid (Note 10.e)		(269,959	)		—			(269,959	)
	Comprehensive income		311,300			—			311,300

Balances as of December 31, 2003 (As restated)			1,352,908			308,126			23,562,680
	Transfer of earnings to legal reserve		(15,178	)		—			—
	Dividends declared and paid (Note 10.f)		(283,849	)		—			(283,849	)
	Comprehensive income		387,329			—			387,329

Balances as of December 31, 2004		Ps.	1,441,210		Ps.	308,126		Ps.	23,666,160

Balances as of December 31, 2003 (Convenience Translation; See Note 2)		$	125,374		$	28,553		$	2,183,549
	Transfer of earnings to legal reserve		(1,406	)		—			—
	Dividends declared and paid (Note 10.f)		(26,304	)		—			(26,304	)
	Comprehensive income		35,894			—			35,894

Balances as of December 31, 2004		$	133,558		$	28,553		$	2,193,139

(concluded)

See accompanying notes to consolidated financial statements.

F-7

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Statements of Changes in Financial Position

For the years ended December 31, 2004, 2003 and 2002
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of December, 2004)

				2004 (Convenience Translation; See Note 2)			2004			2003 (As Restated See Note 1.c)			2002 (As Restated See Note 1.c)
Operating activities:
	Consolidated net income			$	35,894		Ps.	387,329		Ps.	311,300		Ps.	227,909
	Items that did not require (generate) resources:
		Depreciation and amortization			51,400			554,665			519,004			494,164
		Provision for seniority premiums			170			1,828			(1,536	)		2,636
		Loss from embedded derivatives (Note 3.a)			106			1,145			—			—
		Deferred income taxes			15,820			170,718			164,935			173,159

					103,390			1,115,685			993,703			897,868
Changes in operating assets and liabilities:
	(Increase) decrease in:
		Trade accounts receivable			7,439			80,268			(213,135	)		(63,146	)
		Recoverable taxes and other accounts receivable			2,470			26,651			12,688			(1,809	)
		Recoverable tax on assets			(14,127	)		(152,449	)		(202,524	)		(212,869	)
		Recoverable income taxes derived from dividends			2,201			23,748			54,266			(84,186	)
	Increase (decrease) in:
		Due to Aeropuertos y Servicios Auxiliares, related party			—			—			(63,576	)		63,576
		Government concession fees, related party			210			2,264			4,372			(1,336	)
		Due to Aeropuertos Mexicanos del Pacifico, S.A. de C.V., related party			956			10,317			2,911			10,412
		Income tax and tax on assets payable			2,311			24,941			(37,916	)		37,916
		Deposits received			1,239			13,369			3,179			—
		Accounts payable, taxes payable other than income taxes and employee statutory profit sharing			4,294			46,333			17,551			(2,344	)
		Cumulative effect of change in accounting principle (Note 3.a)			(2,256	)		(24,342	)		—			—

			Net resources generated by operating activities		108,127			1,166,785			571,519			644,082

Financing activities:
	Dividends paid				(26,304	)		(283,849	)		(269,959	)		—
	Recoverable income taxes				—			—			—			(84,186	)

			Net resources used in financing activities		(26,304	)		(283,849	)		(269,959	)		(84,186	)

Investing activities:
	Buildings, building improvements, machinery and equipment				(28,364	)		(306,052	)		(304,501	)		(475,058	)
	Other acquired rights				(38,670	)		(417,293	)		—			(23,809	)
	Other assets				77			834			(8,853	)		(5,362	)

		Net resources used in investing activities			(66,957	)		(722,511	)		(313,354	)		(504,229	)

Cash and temporary investments:
	Net increase (decrease)				14,866			160,425			(11,794	)		55,667
	Balance at beginning of year				95,313			1,028,516			1,040,310			984,643

		Balance at end of year		$	110,179		Ps.	1,188,941		Ps.	1,028,516		Ps.	1,040,310

See accompanying notes to consolidated financial statements.

F-8

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Notes to Consolidated Financial Statements

For the years ended December 31, 2004, 2003 and 2002
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of purchasing power of December 31, 2004, except for share and per share amounts)

1. Activities, significant events and restatement of financial statements

a. Activities

Grupo Aeroportuario del Pacífico, S. A. de C. V. and subsidiaries (the "Company" or "GAP") was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico's Pacific Region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, San José del Cabo, Silao (Bajío), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes.

b. Significant events

The Company began operations on November 1, 1998. Prior to that date, the Company's activities were carried out by Aeropuertos y Servicios Auxiliares (ASA), a Mexican Government agency, which was responsible for the operation of all public airports in Mexico.

The Company's formation was part of the Mexican Government's plan to open the Mexican Airport System to private investors. According to the guidelines of the Ministry of Communications and Transportation ("SCT"), 35 of the 58 airports not requiring subsidies to operate, were selected to participate in the two-stage program to transfer state-owned entities to the private sector. The airports were divided into four groups: the Southeast Group with 9 airports (ASUR); the Mexico City Group, currently with 1 airport; the Pacific Group with the Company's 12 airports (GAP); and the Central-North Group with 13 airports. As part of the program's first stage, strategic partners were selected for each of the airport groups (except for the Mexico City Group) through public bidding processes. In addition to acquiring a portion of the airport group's equity, the strategic partner has the right and obligation to enter into various agreements, including one to provide certain technical assistance services, as defined in the public bidding process. In the second stage, part or all of the Mexican Government's remaining equity holdings in each airport group will be offered to the general public in the securities markets.

Beginning on November 1, 1998 GAP was granted 50-year concessions by the SCT to manage, operate and develop each of the Pacific Group's 12 airports and benefit from the use of the airport facilities. As of that date, the Company assumed the rights and obligations of ASA derived from various customer and supplier agreements. The term of the above concessions may be extended under certain circumstances by the SCT, for terms not to exceed an additional 50 years. In December 1998, the Company acquired certain fixed assets, mainly machinery and transportation equipment, from the Mexican Government for Ps. 102,693 (Ps. 72,581 historical pesos). On December 1, 1998, GAP entered into agreements with each of its subsidiaries to assume the liabilities derived from obtaining the fixed assets. On that same date, GAP capitalized such liabilities as equity in favor of the Mexican Government.

Beginning on November 1, 1998, the Company is required to pay an annual fee to the Mexican Government, through the SCT, for use of public property, equivalent to 5% of each concessionaire's annual gross revenues, according to concession terms and the Mexican Federal Duties Law.

Upon expiration of the concession term, the improvements made during the term of the concessions will automatically revert to the government. Additionally, ASA and other Mexican

F-9

Government agencies retain the right to provide certain services such as air traffic control, fuel supply and immigration control.

Through a public bidding process, in August 1999 the Mexican Government sold 15% of its equity holdings in GAP to Aeropuertos Mexicanos del Pacífico, S. A. de C. V. (AMP), who paid Ps. 2,453,400 in historical pesos, excluding interest, in exchange for: (i) 84,150,000 Class I, Series "BB" shares; (ii) 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 (iii) a stock option agreement. Under the stock option agreement, AMP has the option to subscribe for newly issued Series "B" shares. This option, exercisable in three tranches, the first of which has expired unexercised, allows AMP to subscribe for 2%, 2% and 1% of the Company's total capital stock outstanding at the time of each exercise, from August 25, 2004 through August 25, 2006, provided that AMP has complied with its obligations under the technical assistance agreement. The option exercise price is approximately U.S.$3.125 per share (the per share purchase price paid by AMP for its Series "BB" shares) plus an annual increase of 5% from August 25, 1999. The option agreement provides that the exercise price will be adjusted in the event of increases or decreases in capital or dividend payments.

At December 31, 2004, AMP's stockholders were Aeropuertos del Pacífico Noroeste, S. A. de C. V. (subsidiary of Holdinmex, S. A. de C. V. and Inversora del Noroeste, S. A. de C. V.) (25.5%), Aena Desarrollo Internacional, S. A. (25.5%), Inversora del Noroeste, S.A. de C. V. (subsidiary of Unión Fenosa) (20.84%) and Dragados Concesiones de Infraestructura, S. A. (since succeeded in the ownership of these shares by Desarrollo de Concesiones Aeroportuarias, S.A.) (28.16%). Pursuant to the Company's bylaws, AMP (as holder of the Company's Series "BB" shares) has the right to appoint and remove the Company's chief executive officer, chief financial officer, chief operating officer and commercial director, to elect four members of the board of directors and to designate 20% of the members of each board committee (or one member, in the case of a committee consisting of less than five members). AMP also has the right, pursuant to the Company's bylaws, to veto certain actions requiring approval of the Company's stockholders (including the payment of dividends and the amendment of its right to appoint certain members of senior management). These rights are not subject to the technical assistance agreement and the participation agreement remaining in effect. If at any time before August 25, 2014, AMP 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. If at any time after August 25, 2014, AMP 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 AMP to lose all of its special rights. Pursuant to the Company's bylaws, the technical assistance agreement and the participation agreement, AMP may not transfer more than 49% of its Series "BB" shares until after August 25, 2009.

The cost of the concessions was Ps. 21,702,017 (Ps. 15,938,360 historical pesos), and was determined by the Mexican Government in August 1999, based on the price bid by AMP to acquire its equity holdings in GAP, as discussed above. On August 20, 1999, GAP entered into agreements with each of its subsidiaries to assume the liabilities derived from obtaining the concessions. On that same date, GAP capitalized such liabilities as equity in favor of the Mexican Government.

F-10

On December 19, 2002, Pacífico Cargo, S. A. de C. V. (Pacific Cargo) was incorporated as a subsidiary of the Company. Pacific Cargo is in its preoperating period.

On June 1, 2004, GAP paid $26.6 million to Grupo Aeroplazas, S.A. de C.V. (AEROPLAZAS) for the early termination of the operating lease agreement between AEROPLAZAS and ASA and for the recovery of the rights to develop and rent certain commercial areas and advertising space as well as the corresponding right to develop and expand services related to three walkways and all the shuttle buses in the Puerto Vallarta airport.

On the same date, GAP paid $7.8 million to Aerolocales, S.A. de C.V. (AEROLOCALES) for the early termination of the operating lease agreement between AEROLOCALES and ASA and for the corresponding recovery of the rights to rent commercial areas in the national and international departure areas and in the corridor connecting the terminal with the hotel in the Guadalajara airport.

In addition to the above-mentioned payments, GAP also assumed the liabilities derived from security deposits paid by the tenants renting commercial areas in these two airports. As such, GAP recorded an asset of Ps. 417,293 (Ps. 401,376 historical pesos) related to the rights acquired and a long-term liability of Ps. 7,430 (Ps. 7,158 historical pesos) related to the security deposits on May 31, 2004.

c. Restatement of financial statements

The Company allocated the amount paid for the airport concessions granted by the SCT among "airport concessions" and "rights to use airport facilities" based on the provisions set forth in the concession agreements. The original allocation among rights to use airport facilities was made based on an analysis considered to be representative of the historical cost of the fixed assets under such rights at October 1998. However, during 2004, the Company determined that such analysis had been prepared incorrectly as it allocated values among the fixed assets under such rights on a proportional basis instead of on the basis of their historical cost.

As a result of the above, in 2004, the opening balance of airport concessions and rights to use airport facilities required restatement so that the values included under rights to use airport facilities reflected the historical cost of the fixed assets under such rights as of October 1998, indexed for inflation. Consequently, the consolidated financial statements as of and for the years ended December 31, 2003 and 2002 were restated to reflect this change and make such consolidated financial statements comparable to the consolidated financial statements as of and for the year ended December 31, 2004. As the effects of the restatement were applied beginning from the inception of the concession, retained earnings in consolidated stockholders' equity as of January 1, 2002 includes the cumulative effects of such restatement.

F-11

A summary of the principal effects of these revisions on the statements of income is as follows (see Note 7 for effects of restatement on airport concessions and rights to use airport facilities):

	2003		2002		Cumulative through January 1, 2002
Decrease in amortization of concessions and rights to use airport facilities	Ps. 3,703		Ps. 3,702		Ps. 10,040
Deferred income taxes	(1,186	)	(1,187	)	(3,514	)

Net increase in current earnings	Ps. 2,517		Ps. 2,515		Ps. 6,526

See Note 7 for additional effects of the restatement on the carrying value of the airport concessions and rights to use airport facilities.

2. Basis of presentation

a. Translation into English —The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico. These consolidated financial statements are presented on the basis of accounting principles generally accepted in Mexico (Mexican GAAP). 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 22 for a discussion of such differences and for a reconciliation of the Company's financial statements between Mexican GAAP and U.S. GAAP.

b. Convenience translation —The financial statements are stated in Mexican pesos, the currency of the country in which the Company is incorporated and operates. The translations of Mexican pesos 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 10.7910 Mexican pesos to 1 U.S. dollar, the noon buying rate of the Federal Reserve Bank of New York on September 30, 2005. 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 or any other rate.

c. Consolidation of financial statements —The consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S. A. de C. V. and its wholly-owned subsidiaries. The consolidated subsidiaries are as follows:

•: Aeropuerto de Tijuana, S. A. de C. V.
•: Aeropuerto de Mexicali, S. A. de C. V.
•: Aeropuerto de Hermosillo, S. A. de C. V.
•: Aeropuerto de Los Mochis, S. A. de C. V.
•: Aeropuerto de Manzanillo, S. A. de C. V.

F-12

•: Aeropuerto de Guadalajara, S. A. de C. V.
•: Aeropuerto de Puerto Vallarta, S. A. de C. V.
•: Aeropuerto de San José del Cabo, S. A. de C. V.
•: Aeropuerto de La Paz, S. A. de C. V.
•: Aeropuerto de Morelia, S. A. de C. V.
•: Aeropuerto de Aguascalientes, S. A. de C. V.
•: Aeropuerto del Bajío, S. A. de C. V.
•: Servicios a la Infraestructura Aeroportuaria del Pacífico, S. A. de C. V.
•: Pacífico Cargo, S. A. de C. V.

All significant intercompany balances, transactions and investments have been eliminated in the accompanying consolidated financial statements.

d. Reclassifications —Certain items presented under aeronautical services in the consolidated financial statements as of and for the year ended December 31, 2003 and 2002 have been reclassified to non-aeronautical services in order to conform to the presentation of the consolidated financial statements as of and for the year ended December 31, 2004. In addition, deposits received are now presented as a long-term liability. In 2003 and 2002, these amounts were included under accounts payable.

3. Summary of significant accounting policies

The accounting policies followed by the Company are in conformity with Mexican GAAP, which require that management make certain estimates and use certain assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Although these estimates are based on management's best knowledge of current events, actual results may differ. The significant accounting policies of the Company are as follows:

a. New accounting policies —

•: Beginning January 1, 2004 the Company early adopted the provisions of Bulletin C-10, Derivative Instruments and Hedging Activities (C-10). C-10 establishes, among other things, the criteria to determine whether embedded derivatives should be segregated and, if so, requires that they be stated at fair value, thus resulting in the recognition of an asset or liability with a corresponding credit or debit to current earnings, respectively, unless such instruments are designated as hedging instruments. Changes to the fair value of embedded derivative instruments in subsequent years should also be recognized in the respective years' earnings.

F-13

and measurement of its effectiveness during its term, among other things. If an instrument is designated as a hedging instrument, C-10 classifies hedges into three categories: a) fair value hedges; b) cash flow hedges; and c) foreign currency hedges, and provides specific rules by type of hedge, for their valuation, recognition, presentation and disclosure. For fair value hedges, any variances in the fair value, both of the derivative and the underlying, must be reflected in current earnings when such variances occur; for cash flow hedges, the effective portion of fair value variances must be recognized in other comprehensive income as a component of stockholders' equity, while the ineffective portion must affect current earnings; for foreign currency hedges, recognition of changes in fair values should be treated in the same manner as fair value hedges or cash flow hedges as described above, depending on the nature of the instrument.

As a result of the early adoption of C-10, the Company identified embedded derivatives for those lease agreements it has entered into for the rental of commercial airport space which stipulate monthly rental payments in U.S. dollars. As the U.S. dollar is not the functional currency of either the Company or the tenant, an embedded derivative results. As a result of early adoption, the cumulative effect at the beginning of fiscal year 2004 was as follows:

		Balance Sheet
Fair value of embedded derivative at January 1, 2004		Ps. 36,331
	Less: Fair value adjustment for the year ended December 31, 2004	(1,145	)

Fair value of embedded derivative at December 31, 2004		35,186
	Less: Current portion	(134	)

Long-term embedded derivative at December 31, 2004		Ps. 35,052

		Income Statement
Fair value of embedded derivative at January 1, 2004		Ps. 36,331
	Less: Deferred income tax	(11,989	)

Cumulative effect of change in accounting principle		Ps. 24,342

•: Beginning January 1, 2004, the Company adopted the provisions of Bulletin C-15, Accounting for the Impairment and Disposal of Long-Lived Assets (C-15), which establishes, among other things, new rules to calculate and recognize impairment losses and their reversal. When there are indicators of impairment of long-lived assets in use, tangible and intangible, including goodwill, and such impairment is not temporary, entities must evaluate possible impairment losses. To calculate impairment losses, recovery value must be determined, which is now defined as the greater of the net selling price of a cash-generating unit and its value in use, represented by the present value of future net cash flows, using an appropriate discount rate. The adoption of this new Bulletin as of January 1, 2004, did not have a significant effect on the Company's consolidated financial position or results of operations.

F-14

•: Beginning January 1, 2003, the Company adopted the provisions of new Bulletin C-8, Intangible Assets (C-8), which establishes that project development costs should be capitalized if they fulfill the criteria established for recognition as assets; preoperating costs that are not considered development costs should be recorded as a period expense; and intangible assets considered to have indefinite useful lives are not amortized, but instead are subject to impairment tests. The unamortized balance of capitalized preoperating costs up to December 31, 2002, under the former C-8, will continue to be amortized according to the provisions of that Bulletin. The adoption of C-8 did not have a significant effect on the Company's consolidated financial position or results of operations.
•: Beginning January 1, 2003, the Company adopted the provisions of new Bulletin C-9, Liabilities, Provisions, Contingent Assets and Liabilities and Commitments (C-9), which establishes additional guidelines clarifying the accounting for provisions, accruals and contingent liabilities, and establishes new standards for the use of present value techniques to measure liabilities and accounting for the early settlement or substitution of obligations. The adoption of C-9 did not have a significant effect on the Company's consolidated financial position or results of operations.

b. Recognition of the effects of inflation —The Company restates its consolidated financial statements to Mexican peso purchasing power as of the most recent balance sheet date presented, thereby recognizing the effects of inflation in the financial information in conformity with Bulletin B-10, Recognition of the Effects of Inflation in the Financial Information , of Mexican GAAP. The financial statements of the prior year have also been restated in terms of Mexican pesos of the latest period presented. Accordingly, the prior year amounts presented herein differ from those originally reported in terms of Mexican pesos of the corresponding year. Consequently, all financial statement amounts are comparable, both for the current and the prior years, since all are stated in terms of Mexican pesos of the same purchasing power.

The rate of inflation used to restate amounts from December 31, 2002 to December 31, 2003 was 3.98%. The rate of inflation used to restate amounts from December 31, 2003 to December 31, 2004 was 5.19%.

Procedures to recognize the effects of inflation in terms of Mexican pesos of purchasing power as of December 31, 2004 were as follows:

•: Balance sheets:

Nonmonetary assets are restated using a factor derived from the National Consumer Price Index (NCPI) from the date of acquisition. Depreciation and amortization of restated asset values are calculated using the straight-line method based on the estimated economic useful life of each asset.

Common stock, legal reserve, retained earnings and the cumulative initial effect of deferred income taxes are restated using a factor derived from the NCPI, cumulative from the date of contribution or generation.

F-15

•: Statements of income:

Revenues and expenses that are associated with monetary items (trade receivables, cash, liabilities, etc.) are restated from the month in which they arise through year-end, based on factors derived from the NCPI.

Other expenses related to the consumption of nonmonetary items are restated when incurred based on the restated value of the corresponding asset from the date of consumption of the nonmonetary asset through the end of the period, using factors derived from the NCPI.

Monetary position loss, which represents the erosion of the purchasing power of monetary items caused by inflation, is determined by applying to net monetary assets or liabilities, at the beginning of each month, the factor of inflation derived from the NCPI and is restated through year-end with the corresponding factor. Losses result from maintaining a net monetary asset position.

•: Other statements:

The consolidated statements of changes in stockholders' equity and changes in financial position present the changes in constant Mexican pesos, based on the financial position at prior year-end, restated to Mexican pesos as of the most recent year-end.

c. Temporary investments —Temporary investments are stated at the lower of acquisition cost plus accrued yields, or estimated net realizable value.

d. Allowance for doubtful accounts —The Company systematically and periodically reviews the aging and collection of its accounts receivable and records an allowance for doubtful accounts when evidence exists that they will not be fully recoverable.

e. Buildings, building improvements, machinery and equipment —These assets are initially recorded at acquisition cost and are restated using factors derived from the NCPI. Depreciation is calculated using the straight-line method based on the remaining useful lives of the related assets.

f. Airport concessions —Concessions to manage, operate and develop each of the airports are recorded at acquisition cost and restated using factors derived from the NCPI. Amortization is calculated using the straight-line method over the concession life of 50 years, as described in Note 7.

g. Rights to use airport facilities —Rights to use airport facilities are recorded at the historical cost of the airport facilities as recorded by ASA and are restated using factors derived from the NCPI. Amortization is calculated using the straight-line method based on the remaining useful lives of the related assets, as described in Note 7.

h. Other acquired rights —Other acquired rights are recorded at acquisition cost and restated using factors derived from the NCPI. Amortization is calculated using the straight-line method over the period from the date of acquisition, as described in Note 9, to the end of the 50-year concession term.

F-16

of future net cash flows or the net sales price upon disposal. The impairment indicators considered for these purposes are, among others, the 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, reduction in the demand for the products manufactured, competition and other legal and economic factors.

Pursuant to Bulletin C-15, none of the 12 airports can be considered an "independent cash generating unit" since, as described in Note 1, all are part of the Pacific Group package included in the Federal Government's bidding process. Therefore, each concessionaire must operate its airports regardless of their individual results. Accordingly, the Company reviewed its long-lived assets for impairment on a consolidated basis.

j. Financial instruments —In conformity with Bulletin C-2, Financial Instruments , of Mexican GAAP, financial assets and liabilities resulting from any type of financial instrument, except for investments in financial instruments held to maturity, are presented in the balance sheet at fair value. The effects of the valuation of a financial asset or liability are recognized in results of operations of the respective period. Investments in financial instruments held to maturity are valued at acquisition cost. The costs and yields of financial instruments are recognized in results of the period in which they occur.

k. Embedded derivative instruments —When lease agreements establish rental payments in a currency other than the functional currency of both parties to the agreement, the embedded derivative whose underlying is the foreign currency is segregated and stated at fair value and is recorded as an embedded derivative asset or liability. Subsequent changes in the fair value of the derivative asset or liability is recognized in earnings, unless such derivative has been designated as a hedging instrument.

l. Provisions —Provisions are recognized for obligations that result from a past event, that are probable to result in the use of economic resources and that can be reasonably estimated.

m. Employee retirement obligations —Seniority premiums are recognized as costs over employee years of service and are calculated by independent actuaries using the projected unit credit method at net discount 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. Severance is charged to results when the liability is determined to be payable.

n. Revenue recognition —The majority of the Company's revenues are derived from rendering aeronautical services, which are generally related to the use of airport facilities by airlines and passengers. These revenues are regulated by the SCT through a "maximum rate" by "workload unit". A workload unit is currently equivalent to one terminal passenger or 100 kilograms (220 pounds) of cargo.

Revenues from non-aeronautical services consist mainly of the leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees

F-17

charged to third parties providing food catering and other services at the airports, and other miscellaneous revenues.

Commercial space within the terminals is leased through operating lease agreements, based on either a monthly fixed rent or a charge based on the higher of a minimum monthly rent or a percentage of the lessee's monthly revenues.

All revenues, except for the percentage of lessee monthly revenues on commercial rental contracts, are recognized within a maximum thirty-day term subsequent to the time passengers depart, planes land or other services are provided, as the case may be, considering that the events that occur and services that are rendered in any given month are invoiced and recognized within that same month. Revenues corresponding to the percentage of lessee monthly revenues on commercial rental contracts are recognized in the following month, with the exception of those revenues related to December, which are recognized in this same month.

o. Foreign currency transactions —According to the Mexican Federal Tax Code, foreign currency transactions are recorded at the exchange rate in effect at the day before the transaction date, published by Banco de México in the Federal Official Gazette (the difference between bank exchange rates in effect at the transaction date and the rates used by the Company is not considered material). Monetary assets and liabilities denominated in foreign currency are translated into Mexican pesos at the applicable exchange rate in effect at the balance sheet date. Exchange fluctuations are recorded as a component of net comprehensive financing (expense) income.

p. Income taxes, tax on assets and employee statutory profit sharing —Income taxes and employee statutory profit sharing are recorded in results of the year in which they are incurred. Deferred income tax assets and liabilities are recognized for temporary differences resulting from comparing the book and tax values of assets and liabilities plus any future benefits from tax loss carryforwards. Deferred income tax assets are reduced by any benefits about which there is uncertainty as to their realizability. Deferred employee statutory profit sharing is derived from temporary differences between the accounting result and income for employee statutory profit sharing purposes and is recognized only when it can be reasonably assumed that they 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.

The tax on assets paid that is expected to be recoverable is recorded as an advance payment of income tax and is presented in the balance sheet increasing the deferred income tax asset.

q. Earnings per share —Basic earnings per common share is calculated by dividing consolidated net income by the weighted average number of shares outstanding during the year. The Company does not have any dilutive securities; therefore basic and diluted earnings per share are the same. Cumulative effect of change in accounting principle per share is calculated by dividing the cumulative effect of change in accounting principle by the weighted average number of shares outstanding during the year. All weighted average number of shares outstanding used in per share calculations include the effects of the one for 28.55583444 reverse stock split (see Note 23.k).

F-18

r. Concentration of credit risk —Financial instruments that potentially expose the Company to a significant concentration of credit risk are primarily trade accounts receivable; however, management believes that such risk is adequately covered by the allowance for doubtful accounts.

s. Comprehensive income —According to Bulletin B-4, Comprehensive Income , of Mexican GAAP, comprehensive income is comprised of the net income of the year, plus other comprehensive income (loss) items of the same period, which, in accordance with Mexican GAAP, are presented directly in stockholders' equity without affecting the consolidated statements of income. In 2004, 2003 and 2002, comprehensive income is represented only by the net income of the year.

4. Cash and temporary investments

Cash and temporary investments are composed of the following at December 31:

	2004		2003		2002
Cash	Ps.	2,057	Ps.	6,015	Ps.	12,629
Temporary investments		1,186,884		1,022,501		1,027,681

	Ps.	1,188,941	Ps.	1,028,516	Ps.	1,040,310

Temporary investments consist principally of peso denominated bonds issued or guaranteed by the Mexican Government.

5. Trade accounts receivable

Trade accounts receivable are composed of the following at December 31:

	2004			2003			2002
Accounts receivable	Ps.	197,981		Ps.	157,741		Ps.	89,734
Accounts receivable from Cintra, related party		199,162			296,999			149,905

		397,143			454,740			239,639
Allowance for doubtful accounts		(37,674	)		(15,003	)		(13,037	)

	Ps.	359,469		Ps.	439,737		Ps.	226,602

Accounts receivable includes balances invoiced to domestic and international airlines for passenger charges of Ps. 318,260, Ps. 355,001 and Ps. 182,821 as of December 31, 2004, 2003 and 2002, respectively. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.

Approximately 55%, 68% and 66% of the outstanding balances as of December 31, 2004, 2003 and 2002, respectively, are amounts to be remitted to the Company related to passenger charges and other receivables related to aeronautical operations from airlines and other entities controlled by Cintra, S. A. de C. V. (Cintra), including Mexicana, Aeroméxico and Aerolitoral (the principal Mexican airlines).

F-19

Approximately 36%, 37% and 41% of the total revenues for the years ended December 31, 2004, 2003 and 2002 were generated from passenger charges collected by airlines controlled by Cintra and other aeronautical and non-aeronautical charges to Cintra (see Note 12). Additionally, as of December 31, 2004, 2003 and 2002, the amounts to be remitted to the Company related to passenger charges collected by airlines controlled by Cintra were Ps. 195,132, Ps. 267,040 and Ps. 145,571, respectively. The Institution for the Protection of Bank Savings, a decentralized entity of the Mexican Federal Public Administration, and the Mexican Government own the majority of Cintra's common stock, and thus, we consider Cintra a related party.

During January 2005, the Tijuana airport filed a legal claim against one of its clients, Inmuebles Especializados Matrix, S.A. de C.V. (Matrix), for the collection of overdue receivables. As the Company believes it is not probable that they will collect outstanding amounts due from this client, the allowance for doubtful accounts was increased by Ps. 18,363 in 2004, which represents the total outstanding balance from Matrix at December 31, 2004.

The Guadalajara International Airport represented approximately 34% of consolidated revenues generated during the years ended December 31, 2004, 2003 and 2002, respectively. Also, approximately 87% of consolidated revenues during the years ended December 31, 2004, 2003 and 2002 were generated by the Company's six largest airports (based on revenues) (Guadalajara, Tijuana, San José del Cabo, Puerto Vallarta, Bajio and Hermosillo).

6. Buildings, building improvements, machinery and equipment

Buildings, building improvements, machinery and equipment are composed of the following at December 31:

		2004			2003			2002			Average Annual Depreciation Rate
Machinery and equipment		Ps.	214,250		Ps.	205,960		Ps.	194,896		10%
Office furniture and equipment			77,815			77,558			68,731		10%
Computer equipment			34,242			28,679			26,372		30%
Transportation equipment			25,552			24,307			27,776		25%
Communication equipment			6,920			6,051			6,723		10% and 30%
Buildings and building improvements			1,024,820			869,639			358,616		5%

			1,383,599			1,212,194			683,114
Less – accumulated depreciation			(256,896	)		(170,457	)		(116,617	)

			1,126,703			1,041,737			566,497
Construction-in-progress:
	Buildings and building improvements		186,308			75,487			321,881
	Other		24,061			8,448			7,431

			210,369			83,935			329,312

		Ps.	1,337,072		Ps.	1,125,672		Ps.	895,809

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Construction-in-progress relates mainly to the remodeling of Guadalajara, Mexicali and Tijuana Airports, and the construction of a new cargo center at the Guadalajara Airport.

7. Airport concessions

As described in Note 1.b, the Mexican Government granted concessions to manage, operate and develop 12 airports, and benefit from the use of the airport facilities over a 50-year term beginning November 1, 1998. The value of concessions and rights to use airport facilities was determined as explained in Note 1.b, and paid by GAP through the issuance of shares to the Mexican Government.

At the date of acquisition, the total cost of airport concessions was allocated as follows:

1. The restated cost of fixed assets as reflected in the audited financial statements of ASA as of October 31, 1998, and used by the concessionaires as of that date, was assigned to the rights to use airport facilities caption.

2. The difference between the total cost of the concessions and the value assigned to the rights to use airport facilities was assigned to the airport concessions line item.

However, as noted in Note 1.c, during 2004, the carrying amounts of airport concessions and rights to use airport facilities in the accompanying financial statements were revised as the value of the rights to use airport facilities was initially determined by proportionally allocating values among the fixed assets under such rights, instead of on the basis of their historical cost prior to the granting of concessions.

The table below shows the values, in Mexican pesos of purchasing power of December 31, 2004, assigned to concessions and rights to use airport facilities before and after the restatement of the accompanying consolidated financial statements:

				As Restated		As Previously Reported		Remaining amortization term
								(years)
Acquisition cost				Ps.	21,702,018	Ps.	21,702,018

	assigned to:
		Airport facilities rights of use:
			Runways, aprons, platforms	Ps.	706,759	Ps.	669,546	30
			Buildings		786,023		566,516	20
			Other facilities		124,237		287,817	5
			Land		1,266,499		1,139,679	44

					2,883,518		2,663,558
		Airport concessions			18,818,500		19,038,460	44

				Ps.	21,702,018	Ps.	21,702,018

F-21

Beginning in October 2004, the Company changed the amortization rates it was using for airport concessions. The effect of the change resulted in an increase of Ps. 10,306 of amortization expense for the year ended December 31, 2004.

The value of the concessions at December 31 is as follows:

	2004			2003			2002
Airport concessions	Ps.	18,818,500		Ps.	18,818,500		Ps.	18,818,500
Less – accumulated amortization		(1,863,534	)		(1,507,668	)		(1,162,115	)

	Ps.	16,954,966		Ps.	17,310,832		Ps.	17,656,385

Each airport concession agreement contains the following terms and basic conditions:

•: The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its Master Development Program (MDP), and to provide airport, complementary and commercial services. The concessionaire was required to submit its first MDP to the SCT in 2000, which was timely delivered and approved. Such program must be updated every five years. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP. During December 2004, SCT authorized the Company's MDP update for the next five-year period from 2005 to 2009.
•: The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and will be subject to inspections by the SCT.
•: The concessionaire must pay a fee for the use of the assets under concession (currently 5% of the concessionaire's annual gross revenues derived form the use of public property), in conformity with the Mexican Federal Duties Law.
•: The concessionaire assumed ASA's rights and obligations derived from airport-related agreements with third parties.
•: ASA has the exclusive right to supply fuel for consumption at the airport.
•: The concessionaire must grant free access to specific airport areas to certain Mexican Government agencies (such as customs and immigration) so that they may carry out their activities within the airport.
•: According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SCT has applied sanctions in three different instances with respect to the same concession term.
•: 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 50 additional years.

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8. Rights to use airport facilities

The value of the rights to use airport facilities at December 31 is as follows:

	2004			2003			2002
Rights to use airport facilities	Ps.	2,883,518		Ps.	2,883,518		Ps.	2,883,518
Less – accumulated amortization		(478,001	)		(388,377	)		(298,750	)

	Ps.	2,405,517		Ps.	2,495,141		Ps.	2,584,768

9. Other acquired rights

At December 31, the value of other acquired rights was as follows:

	2004			2003			2002
Right to operate charter and general aviation terminal and FBO at Los Cabos airport terminal	Ps.	433,380		Ps.	433,380		Ps.	433,380
Right to operate commercial space at Tijuana airport		17,429			17,429			17,429
Right to operate various space at Puerto Vallarta airport		320,997			—			—
Right to operate commercial space at Guadalajara airport		96,296			—			—
Right to operate various parking lots		6,381			6,381			6,381

		874,483			457,190			457,190
Less – accumulated amortization		(45,444	)		(30,784	)		(21,602	)

	Ps.	829,039		Ps.	426,406		Ps.	435,588

On June 1, 2000, the Company paid to Servicios Aéreos del Centro, S. A. de C. V. (SACSA) $34.9 million (Ps. 332,108 historical pesos) to recover the right to operate the charter terminal (terminal 3) and the general aviation terminal at the Los Cabos International Airport. In addition, the Company paid $0.6 million (Ps. 5,709 historical pesos) for the purchase of certain fixed assets, which are included in buildings, building improvements, machinery and equipment. The right to operate the charter terminal and the general aviation terminal was granted by ASA to SACSA through a long-term lease agreement; such lease agreement was transferred, in its entirety, from ASA to the concessionaire when the concession was granted to the San Jose del Cabo airport.

On December 12, 2002, GAP paid to Ruber, S. A. de C. V. (RUBER) and Recaro, S. A. de C. V. $1.5 million (Ps. 15,682 historical pesos) to recover the right to operate 660 square meters of commercial space at the Tijuana Airport and 50 square meters of commercial advertising on the inside walls of the terminal. The right to operate commercial and advertising space inside the terminal was granted by ASA to RUBER through a long-term lease agreement; such lease agreement was

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transferred, in its entirety, from ASA to the concessionaire when the concession was granted to the Tijuana airport.

During 2002, the Company also made indemnity payments to various lessees to recover the rights to operate parking space at the Aguascalientes, Hermosillo, Los Mochis, Mexicali, Puerto Vallarta and San José del Cabo airports.

On June 1, 2004, GAP paid $26.6 million to Grupo Aeroplazas, S.A. de C.V. (AEROPLAZAS) for the early termination of the operating lease agreement originally signed between AEROPLAZAS and ASA, which lease agreement was transferred, in its entirety, from ASA to the concessionaire when the concession was granted to the Puerto Vallarta airport, for the corresponding recovery of the rights to develop and rent certain commercial areas and advertising space as well as the right to develop and expand services related to three walkways and all the shuttle buses in the Puerto Vallarta airport.

On the same date, GAP paid $7.8 million to Aerolocales, S.A. de C.V. (AEROLOCALES) for the early termination of an operating lease agreement (which agreement was transferred from ASA, in its entirety, to the Guadalajara airport at the time the concession was granted to such airport) for the corresponding recovery of the rights to rent commercial areas in the national and international departure areas and in the corridor connecting the terminal with the hotel in the Guadalajara airport. This lease agreement was originally signed between Coco Club Hoteles y Moradas de Mexico, S.A. de C.V. (Coco Club) and ASA after which Coco Club subsequently transferred the lease agreement to AEROLOCALES.

In addition to the above-mentioned payments to AEROPLAZAS and AEROLOCALES, GAP also assumed the liabilities derived from security deposits paid by the tenants renting commercial areas in these two airports. As such, GAP recorded an asset of Ps. 417,293 (Ps. 401,376 historical pesos) related to the rights acquired and a liability of Ps. 7,430 (Ps. 7,158 historical pesos) related to the security deposits on May 31, 2004.

10. Stockholders' equity

a.: At December 31, 2004, capital stock consists of the following (considering the reverse stock split mentioned in Note 23.k):

		Number of Shares	Historical Value		Restatement Effect		Total
Fixed Capital
	Series B	476,850,000		Ps.13,616,850		Ps.4,932,166		Ps.18,549,016
	Series BB	84,150,000		2,402,973		870,383		3,273,356

	Total	561,000,000	Ps.	16,019,823	Ps.	5,802,549	Ps.	21,822,372

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At December 31, 2003 and 2002, capital stock consists of the following (considering the reverse stock split mentioned in Note 23):

		Number of Shares	Historical Value		Restatement Effect		Total
Fixed Capital
	Series A	286,110,000	Ps.	8,170,110	Ps.	2,959,300	Ps.	11,129,410
	Series B	190,740,000		5,446,740		1,972,866		7,419,606
	Series BB	84,150,000		2,402,973		870,383		3,273,356

Total		561,000,000	Ps.	16,019,823	Ps.	5,802,549	Ps.	21,822,372

Up to April 29, 2004, capital stock consisted of common nominative shares. Series "A" shares represented 51% of capital stock and may be owned only by Mexican citizens. Series "B" shares may represent up to 49% of capital stock and have no ownership limitations.

Series "BB" shares, which may represent up to 15% of capital stock, may only be transferred upon prior conversion into Series "B" shares, based on certain time restrictions.

b. According to the Company's articles of incorporation, on May 28, 1998, an initial contribution of Ps. 1,637 (Ps. 1,000 historical pesos) was made through the issuance of 35,019 Series "A" shares. Pursuant to resolutions at the Extraordinary Stockholders' Meetings held on December 14, 1998, July 2, 1999 and August 20, 1999, the minimum, non-withdrawable fixed capital was increased by Ps. 107,217 (Ps. 72,582 historical pesos), through the issuance of 2,541,748 Series "A" shares; Ps. 10,791 (Ps. 7,881 historical pesos), through the issuance of 275,975 Series "A" shares; and Ps. 21,702,727 (Ps. 15,938,360 historical pesos), through the issuance of 558,147,258 shares, respectively, totaling 561,000,000 common, no-par value shares at December 31, 2004 and 2003. Of the 558,147,258 shares issued on August 20, 1999, 84,150,000 were Series "BB" shares, 190,740,000 were Series "B" shares and 283,257,258 were Series "A" shares, all of which were class "I", common, no-par value shares. The latter group of shares were related to the agreements entered into by GAP and each concessionaire subsidiary to assume their liabilities derived from the acquisition of the concessions, which were capitalized in equity, as described in Note 1.

c. During an Ordinary General Stockholders' Meeting held on August 20, 1999, the sale of 84,150,000 Series "BB" shares, representing 15% of capital stock, to AMP was approved. AMP subsequently transferred the shares to a trust established in the Trust Division of Banco Nacional de Comercio Exterior, S.N.C. (Bancomext). Also, the Mexican Government sold 286,110,000 Series "A" shares and 190,740,000 Series "B" shares and one Series "A" share owned by ASA to a trust established in the Trust Division of Nacional Financiera, S.N.C.

d. During the Ordinary General Stockholders' Meetings of certain subsidiaries held in 2002, the decision was made to reclassify a portion of the balance of the cumulative initial effect of deferred income tax account to retained earnings and subsequently declare dividends in favor of the Company (see Note 14.a).

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e. During an Ordinary General Stockholders' Meeting held on April 30, 2003, cash dividends of Ps. 269,959 (Ps. 250,000 historical pesos) were declared in favor of stockholders.

f. In an Ordinary General Stockholders' Meeting held on April 30, 2004, the stockholders declared cash dividends in the amount of Ps. 283,849 (Ps. 275,000 historical pesos).

g. In an Ordinary General Stockholders' Meeting held on April 30, 2004, the stockholders approved the conversion of 286,110,000 shares of Series "A" capital stock, representing 51% of capital stock, into Series "B", so that no Series "A" stock remained.

h. The General Corporate Law requires that at least 5% of net income of the year be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (historical pesos). The legal reserve may be capitalized but may not be distributed, except as stock dividends, unless the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. At December 31, 2004, 2003 and 2002, the legal reserve, in historical pesos, was Ps. 83,578 and Ps. 69,149, and Ps. 41,315, respectively.

i. Dividends paid to non-resident holders with respect to Series B shares and ADSs are currently not subject to Mexican withholding tax. Dividends that are paid from a company's distributable earnings that have not been subject to corporate income tax will be subject to a corporate-level dividend tax calculated on a gross-up basis by applying a factor of 1.5385 in 2002, 1.5152 in 2003, 1.4925 in 2004, 1.4286 in 2005, 1.4085 in 2006 and 1.3889 thereafter. Corporate tax rates of 35% in 2002, 34% in 2003, 33% in 2004, 30% in 2005, 29% in 2006 and 28% thereafter are applied to the result. This corporate-level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date 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. According to the income tax Law, the Company is responsible for the withholding and payment of the corporate-level dividend income tax.

j. The balances of stockholders' equity tax accounts as of December 31 are:

	2004		2003		2002
Contributed capital account	Ps.	21,822,372	Ps.	21,822,372	Ps.	21,822,372
Net tax income account		1,212,931		1,016,822		1,273,125

Total	Ps.	23,035,303	Ps.	22,839,194	Ps.	23,095,497

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11. Foreign currency balances and transactions

a. At December 31 the foreign currency monetary position is as follows:

		2004			2003			2002
U.S. Dollars
Monetary assets:
	Cash and temporary investments	$	21,764		$	54,980		$	18,903
	Trade accounts receivable		3,957			1,491			430

			25,721			56,471			19,333
Monetary liabilities:
	Suppliers		(72	)		(135	)		—

Monetary asset position, net		$	25,649		$	56,336		$	19,333

Equivalent in Mexican pesos			Ps.288,931			Ps.632,991			Ps.199,323

b. Transactions denominated in foreign currency were as follows:

	2004		2003		2002
U.S. Dollars
Technical assistance fee	$	4,380	$	4,299	$	5,203

Import purchases, technical assistance and other expenses	$	2,333	$	2,554	$	2,253

Revenues from aeronautical and non aeronautical services	$	13,269	$	7,348	$	3,370

c. The exchange rates in effect at the dates of the consolidated balance sheets and of issuance of the consolidated financial statements were as follows:

	December 31,			April 27,
	2004	2003	2002	2005
U.S. dollar exchange rate— pesos per one U.S. dollar (see Note 3.o)	11.2648	11.2360	10.3100	11.0571

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12. Transactions with related parties

Transactions with related parties, carried out in the ordinary course of business, were as follows:

		2004		2003		2002
Revenues:
	Revenues from aeronautical and non-aeronautical services generated by Cintra	Ps.	782,787	Ps.	719,304	Ps.	698,189

Expenses:
	Technical assistance fees	Ps.	75,537	Ps.	64,522	Ps.	57,027

	ASA administrative services	Ps.	—	Ps.	—	Ps.	63,576

	Services received	Ps.	53,615	Ps.	43,933	Ps.	39,988

	Government concession fees	Ps.	108,788	Ps.	95,245	Ps.	84,908

Revenues invoiced to Cintra airlines include Ps. 691,349, Ps. 550,795 and Ps. 505,713 of passenger charges for the years ended December 31, 2004, 2003 and 2002, respectively.

In 1999, GAP and AMP entered into a technical assistance and transfer-of-technology agreement whereby AMP and its stockholders agreed to render administrative and advisory services and transfer industry technology and know-how to GAP in exchange for consideration. The agreement's original 15-year term may be automatically renewed for successive five-year terms, unless one party gives a termination notice to the other at least 60 days prior to the effective termination date. If AMP and GAP decide to renew the agreement, GAP's stockholder approval would be required.

According to the agreement, as of January 1, 2000, the Company committed to pay AMP annual consideration of $7,000 for the years 2000 and 2001 and, beginning in 2002, the greater of $4,000 or 5% of GAP's consolidated operating income, calculated prior to deducting the technical assistance fee, depreciation and amortization (these amounts are subject to restatement based on the U.S. National Consumer Price Index).

AMP is also entitled to the refund of expenses incurred in the rendering of the services provided for in the agreement.

As described in Note 1.b, according to the terms of the concessions and the Government Duties Law, the Company must pay the Mexican Government annual fees for the rights to use airport facilities equivalent to 5% of each concessionaire's annual gross revenues.

13. Aeropuertos y Servicios Auxiliares (ASA)

The Company and ASA entered into an agreement whereby GAP granted ASA, over the transitional period from November 1, 1998 through the date when AMP acquired the Company's shares in August 25, 1999, temporary powers to set standards, policies and guidelines to adequately manage the airports and to render advisory services and, if appropriate, to enter into and/or authorize entering into any agreements that concessionaires should require from ASA, in connection with the rendering of

F-28

airport, complementary and commercial services. For the rendering of such services, each concessionaire was required to pay ASA the equivalent of 26.5% of its gross revenues. Over the two-month period ended December 31, 1998 and the period from January 1 to August 25, 1999, the Company recognized such services under general and administrative expenses, for Ps. 38,384 and Ps. 314,460 (historical pesos), respectively.

ASA claimed that GAP owed ASA additional amounts for the services provided. Up to fiscal 2002, ASA had claimed payment of Ps. 83,834 plus interest due, covering fees and expenses for services ASA claimed were rendered from August 25, 1999 through November 15, 1999, which the Company disputed. Consequently, the Company did not record a related provision.

In December 2002, GAP negotiated an agreement with ASA regarding the price to be paid for the above services and submitted it to the Board of Directors, which ultimately totaled Ps. 63,576 (Ps. 58,126 historical pesos), plus the related value-added tax. This amount was charged to results for 2002 under other expense. This liability was settled in February 2003.

The Company's management is taking all necessary actions "to duly document payment of amounts agreed to in accordance with the applicable laws and the concession's provisions, so that such payments do not represent further economic damage to GAP other than that derived from paying ASA the outstanding balance" as provided for in the Operating Committee's resolution. Consequently, on February 18, 2003, the Company filed with the Mexican Treasury Department, a request for a ruling to confirm that the expense may be deducted in fiscal year 2003, regardless that the service had been rendered in 1999, as the parties did not agree on settlement until the end of 2002.

Due to the lack of response from the Mexican Treasury Department, the Company engaged an independent consultant to: issue an opinion on the elements the Company should consider to deduct the aforementioned expense in the absence of the authorities' response; give an opinion on the legal provisions available to defend, in court, such deduction if an adverse response from the tax authorities is received once the financial statements have been issued; or if the Mexican Treasury Department ordered a review, what the possible arguments are if the review results in an assessment of taxes against the Company. According to the independent consultant's opinion, sufficient evidence exists that would permit deduction of the above-mentioned expense in fiscal year 2003, based on Article 31, Sections I, III, IV and XI of the Income Tax Law, as well as arguments to oppose the provisions of Section XIX of the same Article if a negative response is received from the authorities and/or taxes are levied on the Company. All of the above is subject to prior compliance with tax requirements related to this type of expense. Consequently, the Company recorded the deferred asset in 2002 and took the tax deduction of the expense in 2003, reversing such deferred asset.

In 2004, the Mexican Treasury Department responded to the request rejecting the criteria for deduction in 2003 proposedd by the Company. In 2004, the Company initiated an annulment proceeding. As of April 27, 2005, the Company had not received a response relating to the annulment proceeding.

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14. Income taxes, tax on assets and employee statutory profit sharing

In accordance with Mexican tax law, the Company is subject to income tax and tax on assets, which take into consideration the taxable and deductible effects of inflation. The income tax rate was 33% in 2004 and 34% in 2003. Tax on assets is calculated by applying 1.8% on the net average of the majority of restated assets less certain liabilities and is payable only to the extent that it exceeds income tax payable for the same period; any required payment of tax on assets is creditable against the excess of income tax over tax on assets of the following ten years.

On December 1, 2004, certain amendments to the income tax and tax on assets Laws were published and are effective as of 2005. The most significant amendments applicable to the Company were as follows: a) the income tax rate was reduced to 30% in 2005, 29% in 2006 and 28% as of 2007 and thereafter; b) as of 2006, paid employee statutory profit sharing will be fully deductible for income tax purposes; and c) bank liabilities and liabilities with foreign entities are included in the determination of the tax on assets taxable base.

a. Recoverable income tax

In 2002, certain subsidiaries declared dividends in favor of the Company for Ps. 157,025 (Ps. 142,939 historical pesos). However, as part of the tax planning of the Company, such dividends were not applied against the net tax income account and instead were applied against the account "Cumulative initial effect of deferred income taxes", which account is not a part of the Company's normal operations and thus, generated income tax of Ps. 84,186 (Ps. 76,969 historical pesos), payable by the Company, according to Article 11 of the Income Tax Law. Such amount was charged to retained earnings and paid to the tax authorities on December 17, 2002.

The Company subsequently considered that the above tax payment could have been credited against tax on assets of the year of the subsidiaries that declared the dividend, based on Article 9 of the Asset Tax Law.

As such, the Company decided to record taxes paid as recoverable income tax and request the related refund. If a negative response is received, the Company will claim such refund by filing a proceeding for annulment with the Mexican Treasury Department. The recording of this asset generated an additional credit in the 2002 statement of income, which is presented as part of income tax expense. The Company has engaged legal counsel to assist in the refund and recovery of the taxes paid. The Company and its legal advisors consider that sufficient evidence exists to conclude that the Company is entitled to a refund from the tax authorities. Also, according to legal counsel, if the request were rejected, it could be challenged before the Federal Tax Court, considering that the latter has confirmed this interpretation on various other occasions.

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the criteria for the refund, these airports withdrew these actions and filed new petitions in December 2003.

Rulings, which were requested with regard to the remaining airports, Puerto Vallarta and Tijuana, were rejected. As such, these airports filed a proceeding for a judicial annulment in October 2003. As of the date of issuance of these financial statements, the above claims have not been settled.

The Company also decided to record an additional recoverable income tax asset for the same amount, based on practical evidence that such tax may be credited against corporate income tax to be incurred by the subsidiaries involved over the next three years, according to the subsidiaries' projections of taxable income. The retained earnings account was credited to record this asset, since the tax originated from such account. In fiscal year 2004 and 2003, income tax credited against this asset was Ps. 23,748 and Ps. 54,266 (in constant pesos) respectively.

b. Income tax expense consists of the following:

	2004		2003		2002
Current	Ps.	290,399	Ps.	226,312	Ps.	216,702
Deferred		169,141		163,749		171,972
Recoverable		—		—		(84,186	)

Total expense	Ps.	459,540	Ps.	390,061	Ps.	304,488

c. The reconciliation of the statutory income tax rate and the effective rate as a percentage of income before income tax and employee statutory profit sharing for the years ended December 31, 2004, 2003 and 2002 is shown below.

	2004		2003		2002
Statutory rate	33	%	34	%	35	%
Effect of permanent differences	1	%	(1	%)	3	%
Effects of inflation	1	%	—		3	%
Effects of ASA services	—		3	%	(4	%)
Effect of change in statutory rate on deferred income tax	7	%	—		10	%
Valuation allowance	14	%	20	%	26	%
Recoverable income tax	—		—		(16	%)

Effective rate	56	%	56	%	57	%

To determine deferred income tax at December 31, 2004 and 2002 the Company applied the different tax rates that will be in effect beginning in 2005 and 2002 to temporary differences according to their estimated dates of reversal. The result from applying the various rates is shown above under the effect of change in statutory rate on deferred income tax.

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d. At December 31, the main items comprising the deferred income tax asset are:

		2004			2003			2002
Airport concessions and rights to use airport facilities		Ps.	470,458		Ps.	533,968		Ps.	535,672
Trade accounts receivable			9,337			—			—
Embedded derivatives			(9,852	)		—			—
Due to Aeropuertos y Servicios Auxiliares			—			—			21,617

Deferred income tax from temporary differences			469,943			533,968			557,289
Effect of tax loss carryforwards			13,881			10,939			6,324
Recoverable tax on assets paid			567,842			415,393			212,869

			1,051,666			960,300			776,482
Valuation allowance for recoverable tax on assets paid			(390,773	)		(272,091	)		(130,478	)
Valuation allowance for tax loss carryforwards			(13,881	)		(10,939	)		(6,324	)

	Net long-term deferred income tax asset	Ps.	647,012		Ps.	677,270		Ps.	639,680

e. Recoverable tax on assets for which a prepaid income tax has been recognized can be recovered subject to certain conditions. Restated amounts as of December 31, 2004 and expiration years are:

Year of Expiration	Recoverable Asset Tax
2012	Ps.	212,869
2013		202,524
2014		152,449

	Ps.	567,842

Management believes that, according to future projections of taxable income, the Guadalajara, Bajio, Hermosillo and San Jose del Cabo airports will recover their recorded asset tax within the permitted 10-year expiration period, which began in 2002. That amount is equal to Ps. 177,069 as of December 31, 2004.

15. Commitments

a. The Company has leased office space under two five-year operating lease agreements, effective as of February 2001 and February 2003. The respective monthly rents are $17.1 and $6.7. Base rent is subject to increases according to the National Consumer Price Index (NCPI) and the U.S. National Consumer Price Index (CPI), respectively.

Lease expense was Ps. 4,102, Ps. 4,045 and Ps. 3,602 for the years ended December 31, 2004, 2003 and 2002, respectively.

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b. On July 14, 2000, the Company submitted its Master Development Program (MDP) for each of the 12 airports to the SCT. Approval was granted on November 30, 2000. A subsequent request to change the initial program was filed with the SCT, including new investments and replacing other investments that had been originally considered. This represented an increase of approximately 20% in investment commitments. SCT approved the request for the increase in the amount on September 5, 2003.

Also, on December 16, 2004, SCT authorized the Company's MDP update for the next five-year period 2005-2009. The table below shows the investments to be made during this period, as approved by the SCT:

Year	MDP		Investment for handling checked-in luggage		Total amount
2005	Ps.	338,071	Ps.	308,843	Ps.	646,914
2006		368,759		55,938		424,697
2007		303,745		55,938		359,683
2008		255,622		55,938		311,560
2009		187,339		55,938		243,277

	Ps.	1,453,536	Ps.	532,595	Ps.	1,986,131

Amounts set forth above are expressed in thousands of Mexican pesos of purchasing power as of December 31, 2003. The Company is currently holding discussions with the SCT to determine the appropriate index to be used to restate such amounts to pesos of purchasing power of December 31, 2004.

16. Contingencies

a. Several municipalities have filed real estate tax claims against some subsidiary concessionaires related to the land where the airports are located. Based on the opinion of its external legal counsel, the Company believes that there are no legal grounds for such claims. Therefore, legal action has been taken to seek a favorable ruling on the nullity of the charges, and, where applicable, on the related foreclosures or executory acts that have taken place. These claims have been dismissed either on procedural grounds or as a result of challenges we brought, except in the case of the Ps. 89 million Mexicali claim, for which the Company has filed a separate challenge that is pending resolution. Although no assurance can be given, the Company expects no adverse effects on its consolidated operating results related to this claim.

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concession terms, access by the Company to land assigned to concessionaires is guaranteed. Therefore, the Company believes, although no assurance can be given, that the Mexican Government would be liable for any operational disruption caused by the farmers and would have to restore the concessionaire rights of use of public property.

c. Domestic airlines Aeroméxico, Mexicana, Aerolitoral and Aeromar (the airlines) had been reluctant to pay certain increases in various airport service fees authorized by the SCT, which became effective in October 2000 and June 2001, as well as charges for operations during extraordinary shifts at various airports.

At December 31, 2002, the airlines, which continued to pay the former lower-rate fees, had an outstanding payable to the Company for Ps. 30,385 (historical pesos), representing both the differences in fees and the charges for operations during extraordinary shifts. On July 15, 2003, the Company entered into an agreement with the airlines whereby the dispute was settled. According to this agreement, payment terms for this outstanding receivable were established and new agreements will be entered into that will include new fees, and a mechanism to update fees in the future. The term to pay the passenger charges was also extended from an average 90-day term to a maximum of 152 days. As of December 31, 2004, all terms of the settlement agreement have been complied with and all accounts receivable related to the settlement agreement have been received. There were no negative effects to results for the Company as a result of the settlement agreement.

d. Federal, state and environmental protection laws regulate the Company's operations. According to these laws, the passing of regulations relating to air and water pollution, environmental impact studies, noise control and disposal of dangerous and non-dangerous material has been considered. The Federal Environmental Protection Agency has the power to impose administrative, civil and criminal penalties against companies violating environmental laws. It is also entitled to close any facilities that do not meet legal requirements.

e. A claim has been filed against the Company by Remaconst, S.A. de C.V. concerning a contract entered into between Remaconst and ASA, the Company's predecessor, in 1992. Remaconst had the right, pursuant to the 1992 contract, to operate the shuttle busses at the Guadalajara International Airport for a period of ten years. At the expiration of the ten-year period, the Guadalajara International Airport terminated the contract. Upon the termination of the contract, Remaconst filed a claim against the Company disputing the termination of the contract on the basis that it had not recovered the investment it made in the shuttle busses pursuant to the terms of the contract during the ten-year period. This claim is currently pending. The Company has filed a counterclaim seeking confirmation of its termination of the contract. Although the Company believes it is unlikely, if Remaconst were to receive a favorable ruling against the Company, management believes our maximum exposure could amount to up to approximately Ps. 110 million.

17. Information by industry segment

The Company determines and evaluates its airports' individual performances before allocating personnel-related costs and other costs incurred by Servicios a la Infraestructura Aeroportuaria del

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Pacífico, S. A. de C. V. (SIAP), the subsidiary relating to the Company's senior management. All airports provide similar services to their customers. The following table shows a summary of the Company's financial information by segment as it relates to the Guadalajara, Tijuana, Puerto Vallarta, Los Cabos, Hermosillo and Bajio airports. The financial information relating to the remaining six airports, as well as that of SIAP, Pacific Cargo, 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".

	Guadalajara		Tijuana			Puerto Vallarta
December 31, 2004
Total revenues	Ps.	737,700	Ps.	303,474		Ps.	310,317
Income from operations		334,823		44,432			139,310
Interest income (expense)		33,370		(8,504	)		(2,317	)
Income tax expense		130,747		95,013			64,565
Total assets		8,088,848		4,605,817			3,079,502
Total liabilities		67,603		47,528			32,437
Capital expenditures		243,295		13,524			327,753
Buildings, building improvements, machinery and equipment		436,860		239,076			70,998
Other acquired rights		95,035		16,671			318,248
Depreciation and amortization for the year		179,635		118,292			73,445
December 31, 2003
Total revenues	Ps.	648,024	Ps.	285,694		Ps.	234,308
Income from operations		267,065		64,054			80,815
Interest income (expense)		35,620		(7,783	)		9,620
Income tax expense		100,005		89,618			59,128
Total assets		7,999,296		4,760,465			3,022,224
Total liabilities		53,706		142,941			36,898
Capital expenditures		113,359		102,929			17,947
Buildings, building improvements, machinery and equipment		312,512		244,977			71,705
Other acquired rights		—		17,050			1,499
Depreciation and amortization for the year		171,992		110,131			68,050
December 31, 2002
Total revenues	Ps.	584,098	Ps.	253,987		Ps.	220,598
Income from operations		230,314		48,291			73,870
Interest income (expense)		28,796		10,437			13,254
Income tax expense		92,655		55,563			43,577
Total assets		7,915,948		4,769,368			3,013,119
Total liabilities		63,154		98,725			25,623
Capital expenditures		101,088		106,003			41,750
Buildings, building improvements, machinery and equipment		214,803		152,998			59,772
Other acquired rights		—		17,429			1,531
Depreciation and amortization for the year		167,413		105,693			65,654

F-35

	Los Cabos		Hermosillo		Bajio
December 31, 2004
Total revenues	Ps.	312,615	Ps.	117,757	Ps.	133,536
Income from operations		170,125		48,816		57,653
Interest income (expense)		23,904		5,006		7,582
Income tax expense		62,933		20,486		22,058
Total assets		2,521,182		1,300,612		1,217,427
Total liabilities		24,695		11,937		22,157
Capital expenditures		2,336		13,837		39,336
Buildings, building improvements, machinery and equipment		83,804		60,906		109,850
Other acquired rights		395,449		1,979		—
Depreciation and amortization for the year		54,576		23,001		29,212
December 31, 2003
Total revenues	Ps.	271,953	Ps.	103,466	Ps.	124,613
Income from operations		134,362		40,765		52,152
Interest income (expense)		16,047		4,200		6,585
Income tax expense		48,179		15,049		20,409
Total assets		2,461,976		1,292,772		1,197,948
Total liabilities		18,488		7,501		9,796
Capital expenditures		3,697		7,276		22,272
Buildings, building improvements, machinery and equipment		89,349		51,833		75,957
Other acquired rights		404,138		2,024		—
Depreciation and amortization for the year		54,620		19,590		27,307
December 31, 2002
Total revenues	Ps.	240,114	Ps.	98,749	Ps.	104,298
Income from operations		106,728		40,079		40,716
Interest income (expense)		10,177		4,468		3,492
Income tax expense		41,528		16,624		15,238
Total assets		2,403,207		1,287,519		1,186,764
Total liabilities		22,376		11,695		9,796
Capital expenditures		28,853		23,204		45,113
Buildings, building improvements, machinery and equipment		93,574		48,672		57,218
Other acquired rights		412,827		2,069		—
Depreciation and amortization for the year		53,167		18,332		24,480

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	Other			Eliminations			Total
December 31, 2004
Total revenues	Ps.	837,873		Ps.	(562,899	)	Ps.	2,190,373
Income from operations		434,285			(387,955	)		841,489
Interest income (expense)		(660	)		—			58,381
Income tax expense		65,315			—			461,117
Total assets		26,818,911			(23,759,107	)		23,873,192
Total liabilities		278,590			(277,915	)		207,032
Capital expenditures		82,430			—			722,511
Buildings, building improvements, machinery and equipment		335,639			(61	)		1,337,072
Other acquired rights		1,657			—			829,039
Depreciation and amortization for the year		76,504			—			554,665
December 31, 2003
Total revenues	Ps.	725,807		Ps.	(473,762	)	Ps.	1,920,103
Income from operations		351,780			(311,223	)		679,770
Interest income (expense)		(1,919	)		—			62,370
Income tax expense		58,859			—			391,247
Total assets		26,713,989			(23,778,010	)		23,670,660
Total liabilities		239,013			(400,363	)		107,980
Capital expenditures		45,874			—			313,354
Buildings, building improvements, machinery and equipment		279,401			(62	)		1,125,672
Other acquired rights		1,695			—			426,406
Depreciation and amortization for the year		67,314			—			519,004
December 31, 2002
Total revenues	Ps.	581,385		Ps.	(361,906	)	Ps.	1,721,323
Income from operations		108,886			(91,146	)		557,738
Interest income (expense)		6,326			—			76,950
Income tax expense		40,490			—			305,675
Total assets		26,456,602			(23,328,193	)		23,704,334
Total liabilities		24,546			(72,920	)		182,995
Capital expenditures		158,218			—			504,229
Buildings, building improvements, machinery and equipment		268,772			—			895,809
Other acquired rights		1,732			—			435,588
Depreciation and amortization for the year		59,425			—			494,164

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18. Revenue

According to the General Law on Airports and its regulations, Company revenues are classified as airport, complementary and commercial services. Airport services generally include the use of airport runways, taxiways and parking areas for arriving and departing planes, use of passenger walkways, security services, hangars, and, in general, use of the space inside the terminal and other infrastructure by aircraft, passengers and cargo services. These services include rental of space that is vital for the operation of airlines and complementary service suppliers.

Complementary services are mainly those established in the General Law on Airports and its regulations: ramps and handling services, catering, fuel supply, maintenance and repairs, and traffic and dispatch services.

For presentation purposes, revenues from access fees charged to third party providers of complementary services are classified as airport services.

A price regulation system establishes a maximum rate for airport services and complementary services for each airport for each year in a five-year period. The maximum rate is the maximum amount of revenues per "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.

During the years ended December 31, 2004, 2003 and 2002, the Company charged up to 98.2%, 99.7% and 99.9%, respectively, of the maximum rate.

Commercial services include services that are not essential for the operation of an airport, such as lease of space to retailers, restaurants and banks. Below is a detail of the Company's revenues for the years ended December 31, 2004, 2003 and 2002, according to the General Law on Airports and its regulations:

		2004		2003		2002
Regulated revenues
Airport operating services to airlines:
	Landing	Ps.	118,820	Ps.	132,334	Ps.	150,743
	Charges for not canceling extended stay reservations		230		177		60
	Parking on embarking/disembarking platform		88,039		123,677		151,897
	Parking on extended stay or overnight platform		13,511		14,120		14,451
	Passenger walkways and shuttle buses		21,443		23,488		24,147
	Airport security charges		24,833		23,376		22,697
Airport real estate services to airlines:
	Leasing of hangars to airlines		14,309		14,779		15,196
	Leasing of shops, warehouses and stockrooms to airlines (operating)		3,607		3,849		4,142
	Leasing of space and other terminal facilities to airlines within the terminal (operating)		23,039		19,058		15,138
	Leasing of land and other surfaces to airlines outside the terminal (operating)		5,402		4,493		(11,294	)
	Leasing of check-in desks and other terminal space		12,361		11,479		12,195
	Leasing of desks and other terminal space for ticket sale		5,974		5,900		5,871

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Airport passenger services:
	Domestic passenger charges		778,162	717,762	644,104
	International passenger charges		642,584	485,102	417,104
	Airport real estate services and rights of access to other operators		17,704	9,275	12,493
Complementary services:
	Catering services		12,041	14,585	16,620
	Other third-party ramp services rendered to airlines		7,847	9,376	14,637
	Traffic and/or dispatch		11,582	15,521	11,137
	Fuel supply or removal		3,565	2,752	2,889
	Third-party airplane maintenance and repair		210	105	104

Total regulated revenues included in the maximum rate			1,805,263	1,631,208	1,524,331
Regulated revenues not included in the maximum rate:
	Car parking charges		87,154	67,023	36,905
	Recovery of cost over aeronautical services		9,127	8,710	6,580
	Recovery of cost over non-aeronautical services		7,959	7,316	4,580

Total regulated revenues not included in the maximum rate			104,240	83,049	48,065

		Total regulated revenues	1,909,503	1,714,257	1,572,396

Unregulated revenues:
Commercial concessions(1):
	Retail operations		28,568	15,068	10,880
	Food and beverages		26,940	22,116	14,250
	Duty free		16,715	6,400	4,481
	VIP lounges		2,066	370	592
	Financial services		4,405	3,332	3,839
	Communications and networks		8,514	7,300	5,901
	Car rentals		32,737	27,652	25,902
	Advertising		21,897	17,477	2,208
	Time sharing		23,234	16,771	8,035
	Leasing of space to airlines and other complementary service providers (non-operating)		51,785	34,607	13,303
Revenues from sharing of commercial activities (1):
	Retail operations		2,499	946	532
	Food and beverages		5,106	2,972	1,132
	Duty free		12,227	10,159	10,434
	Financial services		426	728	203
	Communications and networks		291	657	561
	Car rentals		3,418	1,134	230
	Advertising		220	3,203	3,039
	Time sharing		267	171	389
	Others		1,924	1,495	1,991

F-39

	Access fee for ground transportation		5,836	4,000	1,206
	Non-airport access fees		24,783	21,695	32,296
	Services rendered to ASA		96	1,697	3,018
	Various commercial-related revenues		6,916	5,896	4,505

Total unregulated revenues			280,870	205,846	148,927

		Total revenues	Ps.2,190,373	Ps.1,920,103	Ps.1,721,323

(1): Unregulated revenues are earned based on the terms of the Company's operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) or the higher of a monthly minimum guaranteed rent or a percentage of the lessee's monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company's operating lease agreements are included under the caption "Commercial concessions" above. Revenues earned in excess of the minimum guaranteed rent are included in the "Revenues from sharing of commercial activities" caption above.

Future minimum rentals are as follows:

Year		Amount
2005		Ps.271,455
2006		212,406
2007		158,391
2008		101,165
2009		75,783
Thereafter		28,772

Total		Ps.847,972

Amounts include contracts denominated in both Mexican pesos and U.S. dollars. The U.S. dollar denominated future minimum rentals were translated to Mexican pesos using the noon buying rate of the Federal Reserve Bank of New York on September 30, 2005, at the rate of 10.7910 Mexican pesos to 1 U.S. dollar.

Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee's monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the years ended December 31, 2004, 2003 and 2002 are disclosed under the caption "Revenues from sharing of commercial activities" in the tabular detail of revenues above.

F-40

19. Cost of services

Cost of services for the years ended December 31 is composed of the following:

	2004	2003	2002
Employee costs	Ps.266,934	Ps.257,733	Ps.254,166
Maintenance	101,386	94,550	98,409
Safety, security and insurance	84,040	76,385	68,785
Utilities	61,832	53,454	49,107
Other	95,702	79,440	57,019

	Ps.609,894	Ps.561,562	Ps.527,486

20. Depreciation and amortization

Depreciation and amortization for the years ended December 31, are composed of the following:

	2004	2003	2002
Depreciation	Ps. 94,652	Ps. 74,780	Ps. 50,316
Amortization	460,013	444,224	443,848

	Ps.554,665	Ps.519,004	Ps.494,164

21. New accounting principles not yet in effect

In May 2004, the IMCP issued Bulletin B-7, Business Acquisitions (B-7), whose application is mandatory for financial statements of periods beginning on January 1, 2005, although early adoption is encouraged. B-7 provides updated rules for the accounting treatment of business acquisitions and investments in associated entities. It establishes, among other things; the adoption of the purchase method as the only accounting method for business combinations; it eliminates the amortization of goodwill, which is now subject to impairment rules; it establishes rules for the accounting treatment of asset transfers or share exchange among entities under common control as well as for the acquisition of minority interest based on the provisions of Bulletin B-8, Consolidated and Combined Financial Statements and Valuation of Permanent Investments in Shares . Management believes that the adoption of this new Bulletin as of January 1, 2005, will not have significant effects on the Company's consolidated financial position or results of operations.

In April 2004, the IMCP issued Amendments to Bulletin C-2, Financial Instruments (C-2), whose application is mandatory for financial statements of periods beginning on January 1, 2005, although early adoption is encouraged. Revised C-2 establishes that any variances in the fair value of financial instruments classified as available for sale must be recognized in other comprehensive income and reclassified to current earnings upon sale of such instruments; revised C-2 includes the possibility of making transfers among some of the categories under which financial instruments are classified, provided that conditions and rules for their accounting recognition are met. It also extends the applicability of impairment rules to financial instruments available for sale and provides more precise

F-41

rules for their recognition. The adoption of this revised C-2 will not have a significant effect on the Company's consolidated financial position or results of operations.

In January 2004, the IMCP issued revised Bulletin D-3, Labor Obligations (D-3), which replaces the concept of unforeseen severance payments that are recognized in earnings of the period in which the payment decision is made, with that of "Severance payments at the end of the work relationship", defined as payments granted to employees when they conclude their labor relationship before reaching retirement age, for which the valuation and disclosure rules applicable to pension and seniority premium payments must be followed. Revised D-3, as it applies to severance payments, is mandatory as of January 1, 2005, but grants the option to immediately recognize in earnings the resulting transition asset or liability, or to amortize it over the average remaining labor life of employees. The Company has not fully assessed the effects of adopting this new rule.

22. Differences between Mexican GAAP and U.S. GAAP

The Company's consolidated financial statements are prepared in accordance with Mexican GAAP, which differ in certain significant respects from U.S. GAAP.

The principal differences between Mexican GAAP and U.S. GAAP and the effects on the consolidated net income and consolidated stockholders' equity of the Company are presented below with an explanation of the adjustments.

		For the Year Ended December 31,
		2004			2003
Reconciliation of net income
Net income according to Mexican GAAP		Ps.	387,329		Ps.	311,300
U.S. GAAP adjustments
(i)	Amortization of the cost of airport concessions		355,866			345,551
(ii)	Amortization of assets under capital lease ("Rights to use airport facilities" under Mexican GAAP)		(24,901	)		(24,901	)
(iii)	Deferred fees for technical assistance services		(13,976	)		(1,952	)
(iv)	Recognition of the fair value of embedded derivative instruments		(39,063	)		(10,000	)
(v)	Preoperating costs		(13,843	)		—

Total U.S. GAAP adjustments before the effect of deferred income taxes			264,083			308,698
(vi)	Deferred income taxes		(767,283	)		(106,813	)

Total U.S. GAAP adjustments			(503,200	)		201,885

Net (loss) income according to U.S. GAAP		Ps.	(115,871	)	Ps.	513,185

F-42

		At December 31,
		2004			2003
Reconciliation of stockholders' equity
Stockholders' equity according to Mexican GAAP		Ps.	23,666,160		Ps.	23,562,680
U.S. GAAP adjustments
(i)	Cost of airport concessions		(16,954,967	)		(17,310,833	)
(ii)	Amortization of assets under capital lease ("Rights to use airport facilities under Mexican GAAP")		(132,804	)		(107,903	)
(iv)	Recognition of the fair value of embedded derivative instruments		(44,889	)		(5,828	)
(v)	Preoperating costs		(13,843	)		—
(vii)	Recoverable income taxes		(84,186	)		(84,186	)

Total U.S. GAAP adjustments before the effects of deferred income taxes			(17,230,689	)		(17,508,750	)

(vi)	Deferred income taxes		4,812,839			5,580,124
Total U.S. GAAP adjustments			(12,417,850	)		(11,928,626	)

Stockholders' equity according to U.S. GAAP		Ps.	11,248,310		Ps.	11,634,054

A summary of the changes in consolidated stockholders' equity after giving effect to the aforementioned U.S. GAAP adjustments is as follows:

		Common Stock		Additional Paid-In Capital		Retained Earnings			Accumulated Comprehensive Income		Total Stockholders' Equity
Balance at January 1, 2003		Ps.	3,003,876	Ps.	14,128	Ps.	8,370,872		Ps.	—	Ps.	11,388,876
	Net income		—		—		513,185			—		513,185
	Deferred fees for technical assistance services		—		1,952		—			—		1,952
	Dividends (Ps.0.481 per basic share)		—		—		(269,959	)		—		(269,959	)

Balance at December 31, 2003			3,003,876		16,080		8,614,098			—		11,634,054
	Net loss		—		—		(115,871	)		—		(115,871	)
	Deferred fees for technical assistance services		—		13,976		—			—		13,976
	Dividends (Ps.0.506 per basic share)		—		—		(283,849	)		—		(283,849	)

Balance at December 31, 2004		Ps.	3,003,876	Ps.	30,056	Ps.	8,214,378		Ps.	—	Ps.	11,248,310

F-43

Condensed balance sheets and statements of operations including the aforementioned U.S. GAAP adjustments, as of and for the years ended December 31, 2004 and 2003, are as follows:

		At December 31,
		2004	2003
Assets
Current assets:
	Cash and cash equivalents	Ps.946,857	Ps.871,068
	Other current assets	733,462	767,700

Total current assets		1,680,319	1,638,768

Buildings, building improvements, machinery and equipment—net		1,323,229	1,125,672
Assets under capital lease—net ("Rights to use airport facilities" under Mexican GAAP)		2,272,713	2,387,238
Deferred income taxes		5,331,818	6,117,423
Other assets		856,965	478,777

Total assets		Ps.11,465,044	Ps.11,747,878

Liabilities and stockholders' equity:
	Current liabilities	Ps.186,173	Ps.101,989
Total liabilities		216,734	113,824

Common stock		3,003,876	3,003,876
Additional paid-in capital		30,056	16,080
Retained earnings		8,214,378	8,614,098

Total stockholders' equity		11,248,310	11,634,054

Total liabilities and stockholders' equity		Ps.11,465,044	Ps.11,747,878

	For the Year Ended at December 31,
	2004		2003
Net revenues	Ps.2,186,496		Ps.1,910,103
Cost of services	624,481		562,089
Technical assistance fees	89,513		66,474
Government concession fees	108,788		95,245
Depreciation and amortization	223,700		198,354

Total cost of services	1,046,482		922,162

Income from operations	1,140,014		987,941
Net comprehensive financing (expense) income	(13,124	)	23,314
Other expense—net	(2,372	)	(10	)
Income tax expense	(1,240,389	)	(498,060	)

Net (loss) income	Ps.(115,871	)	Ps.513,185

F-44

	2004		2003
Weighted average number of common shares outstanding	556,792,500		556,792,500
Weighted average number of common shares and common share equivalents	556,792,500		561,000,000
Basic (loss) earnings per share (Mexican pesos)	Ps.(0.2081	)	Ps.0.9217
Diluted (loss) earnings per share (Mexican pesos)	Ps.(0.2081	)	Ps.0.9148

(i) Airport concessions

Under Mexican GAAP, the cost of the concessions to operate the airports and the related facilities was allocated to two intangible assets: "right to use airport facilities" and "airport concessions." "Airport concessions" represents the residual value after the allocation of cost to the "rights to use airport facilities." The cost allocated to the "rights to use airport facilities" was determined based on the Mexican GAAP inflation adjusted cost of the related fixed assets recorded in the accounts of ASA as of October 31, 1998. The remainder was allocated to airport concessions. The total value of the granted concession was determined by reference to the sale proceeds of the equity sold to AMP in August 1999. The consideration for the concessions to operate the facilities was provided by the issuance of the common stock of the Company.

The acquisition of the airport concessions and rights to use airport facilities was a transaction between entities under common control of the Mexican government and did not involve cash consideration. U.S. GAAP requires that when assets are transferred between entities under common control, the receiving entity is required to initially recognize the assets at the carrying amount of the transferring entity on the date of transfer. As there was no historical value recorded for the airport concessions between the SCT and ASA, there is no value assigned to the airport concessions for purposes of U.S. GAAP.

(ii) Amortization of assets under capital lease (treated as intangible "rights to use airport facilities" under Mexican GAAP)

As discussed above, according to Mexican GAAP, the cost of the concessions to operate the airport and the related facilities was allocated to two intangible assets: "rights to use airport facilities" and "airport concessions". For purposes of U.S. GAAP, in accordance with Emerging Issues Task Force Abstract (EITF) 01-8, Determining Whether an Arrangement Contains a Lease , Statement of Financial Accounting Standards (SFAS) No. 13, Accounting for Leases (SFAS No. 13) and Financial Accounting Standards Board Interpretation (FIN) No. 23, Leases of Certain Property Owned by a Governmental Unit or Authority , the rights to use airport facilities meets the criteria related to a capital lease. As the lease is between governmental entities under common control, the related fixed assets must be recorded at the carrying amount of the transferring entity. Additionally, payments for the rights to use airport facilities are based on five percent of annual gross revenues. In accordance with SFAS No. 13, such payments, which depend on a factor directly related to future sales, are considered contingent rentals and are excluded from minimum lease payments in their entirety. Accordingly, no capital lease

F-45

obligation is recognized for purposes of U.S. GAAP, and the corresponding credit related to the recognition of the assets under capital lease was recorded directly in stockholders' equity.

The assets under capital lease include both land and buildings. SFAS No. 13 requires that when a capital lease includes both land and buildings, the fair value of the land must be compared to the fair value of the entire amount of assets under lease in order to determine the appropriate accounting treatment of the land. If the fair value of the land is less than 25% of the fair value of all the assets under lease, the historical cost of the land should be recorded as a single unit with the building and the unit should be amortized over the economic life of the building. Otherwise, the land should be treated as an operating lease. Accordingly, the Company obtained an independent appraisal of all fixed assets included under the capital lease as of the date of the concession and determined that the fair value of the land fell below the 25% threshold.

Amortization of the land under Mexican GAAP, included within the intangible asset rights to use airport facilities, is over a period of 50 years while buildings are amortized over a period of 25 years. Thus, for purposes of the U.S. GAAP reconciliation, the Company increased the amortization of the land by two percent so that the building and land are amortized as a single unit in accordance with SFAS No. 13.

(iii) Deferred fees for technical assistance services

As disclosed in Note 1 to the consolidated Mexican GAAP financial statements, on August 25, 1999, the Company and AMP entered into an agreement (the "Stock Option Agreement") whereby the Company granted to AMP the right to acquire an additional five percent of the Company's outstanding Series "B" common stock, provided that AMP has complied with its obligations under the technical assistance agreement. The option is exercisable in three tranches of two percent, two percent and one percent, each tranche exercisable during a two-year period beginning August 25, 2002, August 25, 2003 and August 25, 2004, respectively. The first tranche was not exercised and expired on August 25, 2004.

Mexican GAAP does not require the recognition of stock based compensation costs.

SFAS No. 123, Accounting for Stock Based Compensation , requires that all transactions in which equity instruments are issued to other than employees in conjunction with the selling of goods or services are to 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, EITF 96-18, Accounting for Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services (EITF 96-18), provides guidance to establish a measurement date for awards issued to other than employees. As the Company does not believe that AMP has sufficiently large disincentives for nonperformance, and thereby does not have a performance commitment as defined by EITF 96-18, it has established the measurement date as the date performance by AMP is complete, and consequently recognizes the related cost of the award using variable accounting, as illustrated in FIN No. 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or Award Plans .

F-46

Under variable accounting, the Company recognized expense and a corresponding addition to additional paid-in capital of Ps. 1,875 for the year ended December 31, 2004 and a recovery of previously recognized expense of Ps. 2,564 for the year ended December 31, 2003. The calculation of the cost related to the award was based on an initial estimated fair value of the option of $23,179 on August 25, 1999, inception of the award, which subsequently fell to $217 at August 25, 2004. The fair values of the award at each balance sheet date are based on an independent appraisal, determined using the Monte Carlo model, applying the following assumptions: dividend yields ranging from 1.20% to 2.24%, estimated volatility ranging from 30% to 41%, risk free rates of return ranging from 6.48% to 29.77% and an expected life of three to five years.

Additional information related to the options outstanding for the years ended December 31, is as follows:

	2004				2003
	Shares		Weighted Average Exercise Price		Shares	Weighted Average Exercise Price
Outstanding at January 1,	28,050,000		$	3.728	28,050,000	$	3.591
Expired	(11,220,000	)		3.809	—		—

Outstanding at December 31,	16,830,000		$	3.873	28,050,000	$	3.728

The number of shares exercisable at December 31, 2004 and 2003 were 16,830,000 and 22,440,000, respectively, at a weighted-average exercise price of $3.873 and $3.728, respectively. As of December 31, 2004, and 2003, the weighted-average remaining contractual life of the outstanding option was 1.00 and 1.47 years, respectively.

In addition to the stock option, AMP also holds forfeitable shares of GAP common stock in a trust. Upon AMP's initial acquisition in 1999 of 15% of GAP's common stock, which represented 100% of the Series "BB" shares of GAP, and pursuant to the terms of the participation agreement between GAP and AMP, AMP signed a trust agreement with Banco Nacional de Comercio Exterior, S.N.C. and assigned to the trustee, all of the Series "BB" shares it acquired. In the trust agreement, GAP was named as secondary beneficiary only in the instance in which AMP does not comply with the terms of the technical assistance agreement, in which case 5% of the Series "BB" shares would be forfeited and sold, with the proceeds of the sale to be provided to GAP as liquidated damages and penalties. AMP may gradually sell the shares in increments over the 15-year term of its initial participation contract.

Based on the fact that the five percent of AMP's initial investment held in the trust is forfeitable, subject to compliance with the technical assistance agreement, the Company considers those shares to be compensatory and has recorded the fair value of these compensatory shares in a manner consistent with the stock option, applying variable accounting, resulting in a related expense and corresponding addition to additional paid-in capital of Ps. 12,101 and Ps. 4,516 for the years ended December 31, 2004 and 2003, respectively. Such amount is included net with the cost of the stock option in the U.S. GAAP reconciliation.

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(iv) Recognition of the fair value of embedded derivative instruments

As part of its ongoing operations, the Company enters into operating lease agreements to lease commercial space in its airport terminals. Certain leases are priced in U.S. dollars while the functional currency of both the Company and the tenants to whom commercial airport terminal space is leased is the Mexican peso.

The U.S. dollar foreign currency component of these contracts meet the criteria under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS No. 133) as embedded derivatives. The Company has determined that i) the embedded derivatives are not clearly and closely related to the economic characteristics and risks of the host contracts (lease agreements) and ii) separate, stand-alone instruments with the same terms as the embedded derivative instruments would otherwise qualify as a derivative instruments, thereby requiring separation from the lease agreements and recognition at fair value. Such instruments do not qualify for hedge accounting under SFAS No. 133 and are thereby considered non-hedging derivatives. Accordingly, the embedded derivative should be recorded at fair value in the balance sheet, with changes in such fair value each year recorded to revenues, classified according to nature of the item to which the embedded derivative instrument is related.

As discussed in Note 3 to the Mexican GAAP financial statements, the Company early adopted the provisions of Mexican GAAP Bulletin C-10 and thus recognized the fair value of embedded derivative instruments during the year ended December 31, 2004. The early adoption was recorded as an asset during 2004, with the related charge as a cumulative effect of change in accounting principle (net of income tax and employee statutory profit sharing). Additionally, a loss to net comprehensive financing income for the year ended December 31, 2004 was recognized for the difference between the cumulative adjustment recorded at January 1, 2004 and the fair value of the embedded derivatives at December 31, 2004.

Although the Company adopted C-10 for Mexican GAAP purposes, a difference still arises between the accepted valuation methodologies of the embedded derivatives under U.S. GAAP and Mexican GAAP. The accepted valuation methodology under U.S. GAAP requires that at the inception of the contract, such embedded derivatives be "at-the-market" and thus, have a fair value being equal to zero. At each subsequent reporting date, the embedded derivatives are marked-to-market based on the difference between the forward curve rates on the monthly payments at the reporting date versus the forward curve rates on the monthly payments at the date of inception of the lease contract. Under Mexican GAAP, the embedded derivatives are valued from inception of the contract and at each reporting date based on the forward curve rates on the monthly payments at the reporting date versus the spot rate at the reporting date, applied to the future rentals receivable. This method effectively recognizes the present value of the changes in the exchange rates on the future rentals receivable.

Accordingly, the following adjustments are included in the reconciliation to U.S. GAAP:

•: At January 1, 2003 and December 31, 2003, the Company recorded the fair value of the embedded derivative instruments as an asset of Ps. 4,172 and as a liability of Ps. 5,828, respectively, (Ps. 5,842 classified as a non-current liability and Ps. 14 classified as a current

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asset), with a corresponding debit to revenues of Ps. 10,000 for the year ended December 31, 2003, representing the change in the fair value of the embedded derivative instrument.

•: For the year ended December 31, 2004, the Company reversed the cumulative effect of change in accounting principle recorded for Mexican GAAP purposes. Under Mexican GAAP, an embedded derivative asset is generated compared to an embedded derivative liability under U.S. GAAP, based on the differences in the valuation methodologies. Accordingly, the Company recorded the difference between the value of the embedded derivatives in the balance sheet under U.S. GAAP and Mexican GAAP as well as the difference between related change in the fair value of the embedded derivatives in the statement of income.
•: Lastly, the change in the fair value of the embedded derivatives under U.S. GAAP is classified as revenues, based on the nature of the item to which the embedded derivative instrument is related, while under Mexican GAAP, such amount is included in comprehensive financing income (expense).

A reconciliation of the adjustments made to net income for the recognition of the fair value of embedded derivatives is as follows:

		For the Year Ended December 31,
		2004			2003
Amount recorded to net income under Mexican GAAP		Ps.	35,186		Ps.	—
	Reversal of cumulative effect of change in accounting Principle		(35,186	)		—
	Effect for change in fair value of embedded derivatives		(3,877	)		(10,000	)

Total U.S. GAAP adjustments to net income			(39,063	)		(10,000	)

Amount recorded to net income under U.S. GAAP		Ps.	(3,877	)	Ps.	(10,000	)

(v) Preoperating costs

In 2002, the Company established a new subsidiary, Pacifico Cargo, S.A. de C.V. (Pacifico Cargo), which will provide cargo and storage services at certain courier and freight companies at the Guadalajara airport. Accordingly, the subsidiary has incurred various costs, including salaries, feasibility and marketing studies, insurance and various legal costs related to the opening the facility as well as internally developed intangible assets inherent in establishing and continuing the operations of the subsidiary. At December 31, 2004, Pacifico Cargo is still in its preoperating period.

The preoperating expenses related to this subsidiary have been capitalized for Mexican GAAP purposes, in accordance with bulletin C-8, which permits the capitalization of certain project development costs that fulfill the criteria established for recognition as assets. The capitalized costs will be amortized when the subsidiary starts operations and begins to generate revenue.

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Position 98-5, Reporting on the Costs of Start-Up Activities . Additionally, SFAS No. 142, Goodwill and Other Intangible Assets , (SFAS No. 142) requires that any internally developed intangible assets inherent to the continuity of a business enterprise be recognized as an expense when incurred. Accordingly, for purposes of U.S. GAAP, these costs have been charged directly to results.

(vi) Deferred income taxes

Under Mexican GAAP, the Company recognizes income taxes based on Bulletin D-4, Accounting for Income Taxes, Asset Taxes and Employee Statutory Profit Sharing , which requires the application of a methodology similar to SFAS No. 109, Accounting for Income Taxes (SFAS No. 109).

The deferred tax adjustments required to reconcile net income and stockholders' equity under Mexican GAAP to U.S. GAAP as of and for the years ended December 31, 2004 and 2003 result from the differences in accounting for the cost of airport concessions, amortization of the rights to use airport facilities and recognition of the fair value of embedded derivative instruments, as explained in previous paragraphs.

For U.S. GAAP purposes, there is no accounting basis for the airport concessions. However, a tax basis exists for Mexican statutory tax purposes, which results in an increase to the long-term deferred tax asset related to concessions. Additionally, because of the difference in the amortization rates of land for purposes of U.S. GAAP and Mexican GAAP, a different book basis exists under each set of accounting principles, thereby decreasing the long-term deferred tax asset recorded for Mexican GAAP purposes. The net effect was an increase to the deferred tax asset of Ps. 4,796,378 and Ps. 5,578,258 as of December 31, 2004 and 2003 and a related charge to net income of Ps. 781,880 and Ps. 110,017 for the years then ended.

There is no tax basis for embedded derivatives for Mexican statutory purposes. Accordingly, as there was an embedded derivative liability recorded for U.S. GAAP financial reporting purposes during 2003, the related deferred tax asset was recorded in the U.S. GAAP reconciliation. During 2004, as the Company early adopted C-10, a deferred tax liability resulted from the recognition of the embedded derivative asset for Mexican GAAP purposes. Accordingly, the U.S. GAAP reconciliation includes an amount to adjust such deferred tax liability to a deferred tax asset that results when recognizing the embedded derivative liability for U.S. GAAP purposes.

Under both Mexican GAAP and U.S. GAAP, the change in the deferred tax asset resulting from the effects of accounting for inflation is recorded as a component of income tax expense.

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A reconciliation of the net deferred income tax asset from Mexican GAAP to U.S. GAAP and the composition of the net deferred income tax asset under U.S. GAAP at December 31, are as follows:

			2004		2003
Reconciliation of deferred income tax asset:
Net deferred income tax asset under Mexican GAAP			Ps. 647,012		Ps. 677,270
	Effect of cost of airport concessions		4,759,101		5,543,703
	Effect of amortization of assets under capital lease ("rights to use airport facilities" under Mexican GAAP)		37,277		34,555
	Effect of preoperating costs		3,886		—
	Effect of embedded derivatives		12,574		1,866

Total U.S. GAAP adjustments to net deferred income tax asset			4,812,838		5,580,124

Net deferred income tax asset under U.S. GAAP			Ps. 5,459,850		Ps. 6,257,394

Composition of net deferred income tax asset:
Current assets (liabilities):
	Airport concessions		Ps. 127,939		Ps. 139,975
	Embedded derivative instruments		93		(4	)

		Total current assets—net	Ps. 128,032		Ps 139,971

Non-current assets (liabilities):
	Airport concessions and assets under capital lease ("rights to use airport facilities" under Mexican GAAP)		Ps. 5,138,897		Ps. 5,972,251
	Embedded derivative instruments		2,629		1,870
	Tax loss carryforwards		13,881		10,939
	Recoverable tax on assets		567,842		415,393
	Trade accounts receivable		9,337		—
	Preoperating costs		3,886		—
	Valuation allowance for recoverable asset tax paid		(390,773	)	(272,091	)
	Valuation allowance for tax loss carryforwards		(13,881	)	(10,939	)

		Total non-current assets—net	Ps. 5,331,818		Ps. 6,117,423

		Total net deferred income tax asset	Ps. 5,459,850		Ps. 6,257,394

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A reconciliation of the Mexican statutory tax rate to the Company's effective tax rate under U.S. GAAP is as follows:

	For the Year Ended December 31,
	2004		2003
Statutory rate	33	%	34	%
Effect of permanent differences	1	%	(1	)%
Effects of inflation	2	%	—
Effects of ASA services	—		2	%
Effect of change in statutory rate on deferred income taxes	64	%	—
Valuation allowance for recoverable IMPAC paid	10	%	14	%

Effective rate	110	%	49	%

As set forth in the table above, the primary reason for the increase in the effective rate from 49% in 2003 to 109% in 2004 is the effect of the change in the statutory rate, as mandated by the Mexican tax authority, on the net deferred income tax asset under U.S. GAAP. As described above, a significantly larger net deferred income tax asset results under U.S. GAAP mainly due to airport concessions, based on the difference between the value for Mexican tax purposes and an accounting value of zero, multiplied by the statutory tax rates in effect at each year.

In accordance with U.S. GAAP, as well as Mexican GAAP, companies must record the effect of a change in the statutory tax rate on the date such change is enacted. As the change in the Mexican tax rates from 33% in 2004 to 28% in 2007 was enacted December 2004, the effect of the decrease in the statutory rate on the entire deferred income tax asset is fully recognized in 2004. Accordingly, this decrease in the statutory rate results in a 64% increase in the effective tax rate due to the significant net deferred income tax asset that results from the accounting treatment of the airport concessions for U.S. GAAP purposes.

(vii) Recoverable income taxes

As discussed in Note 14 to the consolidated Mexican GAAP financial statements, in 2002 the Company paid dividends, which generated Ps. 84,186 of income tax that was paid by the Company in 2002. As of December 31, 2002, the Company recorded a deferred tax asset for the income taxes paid, as the amount can be used to offset future income tax payable.

Additionally, based on the advice of its legal counsel, the Company was also entitled to a refund of such amount, which, under Mexican GAAP, was recorded as a recoverable income tax asset with a corresponding credit to income tax expense for the year ended December 31, 2002.

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asset of Ps. 84,186 is eliminated, resulting in a reconciling item in the reconciliation of stockholders' equity as of December 31, 2004 and 2003.

(viii) Employee statutory profit sharing

Under Mexican GAAP, employee statutory profit sharing expense is reported along with the Company's income tax expense. Additionally, deferred employee statutory profit sharing is only recognized when it can be reasonably assumed a liability or benefit will be generated and that circumstances will not change in such a way that the liability will not be paid.

Under U.S. GAAP, employee statutory profit sharing is recorded as a component of operating cost. Accordingly, this difference, which does not affect net income (loss) for U.S. GAAP purposes, would decrease income tax expense and increase operating costs by Ps. 744 and Ps. 527 for the years ended December 31, 2004 and 2003, respectively.

Additionally, U.S. GAAP requires that deferred employee statutory profit sharing be calculated using a balance sheet methodology, similar to that of SFAS No. 109, the resulting liability determined as the difference between the assets and liabilities in the consolidated financial statements and the assets and liabilities determined in accordance with the Mexican law related to employee profit sharing. The Company has not recorded a liability related to deferred employee statutory profit sharing as the amount is not considered significant.

Additional disclosure requirements

(a) Cash and cash equivalents: The Company has invested in bonds and other marketable securities which have original maturities greater than 90 days, but which are bought and held with the intent to sell in the near term. Under Mexican GAAP, temporary investments and marketable securities expected to be held less than one year are considered to be cash equivalents in the consolidated Mexican GAAP financial statements.

Under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 115), temporary investments and marketable securities with original maturities greater than 90 days are considered to be investments classified as either held-to-maturity, available-for-sale or trading, included in current or long-term assets as appropriate. As the securities held by the Company are purchased principally for the purpose of selling them in the near term, they are classified as trading securities in accordance with SFAS No. 115 and are included in current assets. Accordingly, investments of Ps. 242,084 and Ps. 157,448 are classified as other current assets, separate from cash and cash equivalents, in the U.S. GAAP condensed balance sheet and in the cash flow statement, at December 31, 2004 and 2003, respectively.

(b) Employee retirement obligations: Under Mexican GAAP, the Company recognizes liabilities for seniority premiums using actuarial computations in accordance with Bulletin D3, Labor Obligations , which is substantially the same treatment as SFAS No. 87, Employers' Accounting for Pensions (SFAS No. 87), followed for U.S. GAAP purposes. However, SFAS No. 132(R), Employers' Disclosures about Pensions and Other Postretirement Benefits (SFAS 132(R)), of U.S. GAAP requires enhanced disclosures

F-53

concerning the assets, obligations, cash flows, and net periodic benefit (cost) of defined benefit pension plans. Net periodic service costs for the years ended December 31, 2004 and 2003 were Ps. 1,828 and Ps. 1,536, respectively. Other disclosures required by SFAS No. 132(R) are not considered material.

(c) Fair value of financial instruments: SFAS No. 107, Disclosures About Fair Value of Financial Instruments requires disclosure of fair value information about financial instruments whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Financial instruments include such items as cash and cash equivalents, marketable securities (reclassified to other current assets for purposes of U.S. GAAP), accounts receivable, accounts payable and embedded derivative instruments.

The estimated fair value amounts as discussed below have been determined by the Company using available market information or other appropriate valuation methodologies that require considerable judgment in developing and interpreting the estimates of fair value. Accordingly, the estimates discussed herein and presented within the financial statements are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying amounts of the Company's cash and cash equivalents, accounts receivable and accounts 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 short-term investments (as reclassified to other current assets under U.S. GAAP) consist of bonds. The fair value of these instruments was determined using quoted market prices.

The fair value of the Company's embedded derivative instruments was determined based on the mark-to-market value.

(d) Comprehensive income: SFAS No. 130, Reporting Comprehensive Income requires companies to report, in addition to net income, all other changes in their equity during a period resulting from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except those from investments by owners and distributions to owners. As the Company did not generate changes in equity from nonowner sources, the Company's comprehensive income for the years ended December 31, 2004 and 2003 includes solely the net income of those respective years.

(e) Earnings per share according to U.S. GAAP: In accordance with SFAS No. 128, Earnings Per Share (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 Company's stock option as well as forfeitable five percent of AMP's shares held in the trust. All weighted average number of common shares outstanding and potential common shares include the effects of the one for 28.55583444 reverse stock split (see Note 23.k).

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Diluted earnings per share for the year ended December 31, 2003 includes 4,207,500 equivalent shares from the forfeitable shares, which are considered to be contingently issuable under SFAS No. 128, and thereby are included in the calculation of diluted EPS until such time as the contingency is resolved.

The option to purchase 16,830,000 and 22,440,000 shares of common stock as of December 31, 2004 and 2003, respectively, at a price of $3.873 and $3.728, respectively, were not included in the computation of diluted EPS for the years ended December 31, 2004 and 2003 because the effect of such option would be anti-dilutive. Additionally, forfeitable shares of 4,207,500, considered to be contingently issuable shares under SFAS No. 128 were also not included in the computation of diluted EPS for the year ended December 31, 2004, as the effect of these contingently issuable shares would be anti-dilutive, due to the net loss incurred by the Company for that year.

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:

	2004			2003
Numerator
Net (loss) income under U.S. GAAP	Ps.	(115,871	)	Ps.	513,185

Denominator (share amounts)
Weighted average number of common shares outstanding		556,792,500			556,792,500
Dilutive effects of stock option		—			—
Dilutive effects of forfeitable shares		—			4,207,500

Total potential dilutive shares		556,792,500			561,000,000

Basic (loss) earnings per share	Ps.	(0.2081	)	Ps.	0.9217

Diluted (loss) earnings per share	Ps.	(0.2081	)	Ps.	0.9148

(f) Supplemental cash flow information: Under Mexican GAAP, 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.

For U.S. GAAP purposes, the Company has provided a statement of cash flows in accordance with SFAS No. 95, Statement of Cash Flows , which presents only cash movements, excluding the effects of inflation, and requires that additional information related to non-cash investing and financing

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transactions and other events be provided separately. Presented below are statements of cash flows of the Company in accordance with U.S. GAAP for the years ended December 31:

			2004			2003
Operating activities:
	Net income (loss) under U.S. GAAP		Ps.	(115,871	)	Ps.	513,185
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization		223,700			198,354
		Provision for seniority premiums		1,828			(1,536	)
		Deferred fees for technical assistance services		13,976			1,952
		Embedded derivatives		3,877			10,000
		Deferred income taxes		949,991			271,748
		Changes in operating assets and liabilities:
		Trade accounts receivable		60,099			(226,497	)
		Short-term marketable securities		(94,813	)		(160,776	)
		Recoverable taxes and other current assets		25,800			11,258
		Recoverable tax on assets		(177,452	)		(215,125	)
		Recoverable income taxes		22,853			52,122
		Government concession fees		3,145			4,928
		Accounts payable and other		42,157			(73,215	)
		Due to Aeropuertos Mexicanos del Pacifico, S.A. de C.V., related party		11,288			3,402
		Income tax, asset tax and employee statutory profit sharing payable		36,566			(7,855	)
		Deposits received		13,942			3,295
		Loss from monetary position		80,510			57,547

Net cash provided by operating activities				1,101,596			442,787
Cash flows used in investing activities:
	Buildings improvements, machinery and equipment			(292,209	)		(304,501	)
	Other acquired rights			(417,293	)		—
	Others assets			834			(8,853	)

Net cash used in investing activities				(708,668	)		(313,354	)
Cash flows used in financing activities—
	Dividend payments			(283,849	)		(269,959	)

Effect of inflation accounting				(33,290	)		(28,716	)
Increase (decrease) in cash and cash equivalents				75,789			(169,242	)
Cash and cash equivalents at beginning of period				871,068			1,040,310

Cash and cash equivalents at end of period			Ps.	946,857		Ps.	871,068

Supplemental cash disclosures:
	Cash paid for income tax and asset tax		Ps.	442,848		Ps.	428,836

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(g) Valuation and qualifying accounts:

Description		Balance at beginning of year		Additions charged to costs and expenses		Inflation effects			Deductions		Balance at end of year
Allowance for doubtful accounts
	2004	Ps.	15,003	Ps.	25,915	Ps.	—		Ps.	3,244	Ps.	37,674
	2003		13,037		1,869		97			—		15,003
	2002		13,050		—		(1	)		12		13,037

Recently issued accounting standards (U.S. GAAP)

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004), Share-Based Payments or SFAS No. 123R. This statement eliminates the option to apply the intrinsic value measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees to stock compensation awards issued to employees. Rather, SFAS No. 123R requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award—the requisite service period (usually the vesting period). SFAS No. 123R applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. SFAS No. 123R will be effective for our fiscal year ending December 31, 2006. The Company does not believe the effect of the future adoption of SFAS No. 123R will have a material impact on its financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, Exchange of Nonmonetary Assets—an amendment of APB Opinion No. 29 or SFAS No. 153, which amends APB Opinion No. 29, Accounting for Nonmonetary Transactions to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring after January 1, 2006. The Company does not anticipate that the adoption of this statement will have a material effect on its financial position, results of operations or cash flows.

In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities (FIN 46). In December 2003, FIN 46 was replaced by FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities (FIN 46(R)). FIN 46R clarifies the application of Accounting Research Bulletin No. 51, Consolidated Financial Statements , to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN 46(R) requires an enterprise to consolidate a variable interest entity if that enterprise will absorb a majority of the entity's expected losses, is entitled to receive a majority of the entity's expected residual returns, or both. For the purpose of analyzing investments in potential variable interest entities formed after January 31, 2003, the Company has applied the provision of FIN 46 and FIN 46(R) as of January 1, 2004. For the purpose of analyzing potential

F-57

variable interests in variable interest entities previously defined as Special Purpose Entities (SPE's) created before February 1, 2003, the Company has applied the provision of FIN 46 and FIN 46(R) for the period beginning January 1, 2004. The Company has also applied the provisions of FIN 46 and FIN 46(R) in determining whether the Company holds potential interests in variable interest entities not previously defined as SPE's for the period ending December 31, 2004. The adoption of FIN 46(R) did not have a material impact on the Company's consolidated financial position, results of operations or cash flows.

On January 1, 2004, the Company adopted SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity . SFAS No. 150 establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity and requires that certain financial instruments be classified as liabilities that were previously considered equity. The provisions of SFAS No. 150 were effective for financial instruments entered into or modified after May 31, 2003. For pre-existing instruments, the Company adopted SFAS No. 150 on January 1, 2004. The adoption of SFAS No. 150 did not have a material impact on the Company's financial position, results of operations or cash flows.

23. Subsequent events

a. In an Ordinary General Stockholders' Meeting held on April 15, 2005, the stockholders declared cash dividends in the amount of Ps. 590,000, which were paid on May 4, 2005.

b. In an Extraordinary General Stockholders' Meeting held on April 15, 2005, the stockholders approved the conversion of 510,000,000 shares of fixed capital stock into equal shares of variable capital stock.

c. In an Ordinary General Stockholders' Meeting held on April 27, 2005, the stockholders declared cash dividends in the amount of Ps. 440,000, which were paid on June 3, 2005.

d. On June 8, 2005, the Tijuana airport received a second municipal real estate tax claim of Ps. 146,442, similar to municipal claims previously received by this and other airports, as described in Note 16 above. On September 22, 2005, the municipal authorities ordered the temporary encumbrance of certain of the Tijuana airport's assets totaling Ps. 104,763, because the Tijuana airport did not post a bond with the court as provisional security in connection with this claim. Although the encumbered assets have not affected the operation of the airport, the Company intends to deposit a bond of Ps. 141,770 with the court in place of such encumbered assets, corresponding to an amount agreed to by the municipal authorities, given that the amount of the encumbered assets differed from the original real estate tax claim. The Company anticipates that upon its payment of such bond, the encumbrances will be lifted unconditionally.

e. As discussed in Note 14.a, certain airports have been in litigation regarding petitions for the refund of recoverable income tax paid on dividends. In relation to the new petitions filed in December 2003 by the La Paz and Mexicali airports, the Mexican Treasury Department had not responded within the applicable statute of limitations. Accordingly, in 2005, these airports assumed a negative response and filed a judicial annulment.

The annual tax returns for the airports requesting this refund include a disclosure of the requested refund. However, in the case of the Tijuana airport, in May 2005, the Mexican Treasury Department

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issued a fine on the grounds that they considered the inclusion of this requested refund in the annual tax return to be inappropriate. In an effort to avoid additional interest, should they fight the fine and ultimately lose the case, the Tijuana airport paid the fine. Additionally, as a result of paying the fine at the time it was assessed, the fine was reduced by a 20% discount over the amount of the requested refund. As such, the airport paid Ps. 11,446. However, based on the opinion of the Company's legal counsel, this fine will be recoverable as it has no legal basis.

In the case of the new petition filed by the Aguascalientes airport in December 2003, the Mexican Treasury Department responded indicating they would not make a determination related to the criteria, citing the need for additional documentation. Subsequently, this airport obtained a judicial annulment, as the request for additional documentation by the Mexican Treasury Department was outside the statute of limitations. This annulment was approved by the court and obligated the Mexican Treasury Department to submit a response relating to the criteria and refund the taxes paid with respect to this airport. In November 2005, this airport received a refund from the Mexican Treasury Department of Ps. 5,307 (Ps. 4,826 historical pesos). However, the Mexican Treasury Department did not send a formal response indicating that they accepted the criteria originally submitted by the Aguascalientes airport. Accordingly, the airport has filed a complaint requesting the Mexican Treasury Department's confirmation of the criteria.

f. In 2003, the Company filed a request with the tax authorities regarding the confirmation of the criteria that the Company can use to calculate the base of asset tax. The Company is requesting that such calculation, based on the interpretations of tax law as published by the Mexican Treasury Department, should only take into account the amount effectively paid by AMP for the shares of the Company that was reflected in the assets in each concession acquired through the bidding process. On April 23, 2004, the Mexican Treasury Department refused to confirm the criteria requested by the Company. The Company subsequently initiated a judicial annulment proceeding. On September 2, 2005, the court ruled that the Mexican Treasury Department must either confirm the criteria or grant other tax benefits to the Company. If the Mexican Treasury Department confirms the criteria, the Company will be entitled to a recovery, whether it be a refund or credit, of almost all of the asset tax previously paid. As a consequence, the Company's effective tax rate in the future will also be reduced.

g. As discussed in Note 16.e, the Company is party to a claim filed by Remaconst, concerning a contract to operate shuttle busses at the Guadalajara airport. In relation to this claim, in September 2005, the trial court ruled in favor of the Company and rejected Remaconst's claim. Remaconst appealed the decision of the trial court, which was decided in the Company's favor in January 2006. Remaconst may initiate proceedings in federal court for final review of the trial and appellate decisions, which were state court decisions. Although the Company believes it is unlikely, if Remaconst were to receivable a favorable ruling against the Company, the Company believes its maximum exposure would not exceed approximately Ps. 110 million.

h. With respect to the request by the Company to consider the deductibility for tax purposes of fees paid to ASA for services provided to the Company as described in Note 13, during 2005, the Company received a favorable ruling with respect to the claim of Aguascalientes airport, but received an unfavorable ruling on the claims with respect to the Bajio, Guadalajara, Tijuana, Puerto Vallarta and

F-59

San Jose del Cabo airports. Although no assurance can be provided, the Company and its leagal counsel believe that the matter is likely to be resolved in the Company's favor on appeal.

i. The users of airports, principally airlines, have been subject to increased costs following the September 11 events. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security guidelines in the future. Because a substantial majority of our international flights involve travel to the U.S., we may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities. The Mexican government, being part of the International Civil Aviation Organization (OACI), indirectly accepted a resolution proposed by OACI related to requiring checked baggage on all commercial flights beginning in January 2006 to undergo a comprehensive screening process. The new process is expected to require the installation of new screening equipment, which we will be required to purchase and operate. We cannot currently estimate the cost to us of compliance with the new screening guidelines. We could be required to undertake significant capital expenditures and ongoing operating expenses to comply with these requirements, which could restrict our liquidity and adversely affect our operating results. In addition, we may be exposed to a higher risk of liability as a result of the requirement that we directly operate this equipment.

j. On December 23, 2005, the San Jose del Cabo airport received a municipal real estate tax claim of Ps. 12,246, similar to municipal tax claims previously received by other airports, as discussed in Note 16.a above. The Company intends to take similar legal action against this claim as it has done at its other airports. In addition, on January 25, 2006, the Company entered into a line of credit which provides for the issuance of letters of credit up to an aggregate amount of Ps. 300,000 with a financial institution in order to guarantee all amounts claimed by the municipal authorities at its airports. As of February 2, 2006, there are no outstanding borrowings against such line of credit. However, until the credit line expires in 2009, the Company's airport subsidiaries are subject to certain financial covenants, including, among others, the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders' equity less intangible assets (including the Company's concessions) and reserves for inflationary effects, in each case under Mexican GAAP) of at least Ps. 2.1 billion, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letters of credit and (iii) earn consolidated annual EBITDA of at least Ps. 1.0 billion. The Company expects a letter of credit of approximately U.S.$14 million to be issued in the near future under this credit line with respect to the Tijuana airport.

k. During an Extraordinary General Stockholders' Meeting held on February 2, 2006, the stockholders approved the following:

(i): the conversion of all outstanding variable common stock into fixed common stock so that as of such date, all outstanding common stock of the Company will be represented by fixed capital; and
(ii): a 1-for-28.55583444 reverse stock split of the Company's outstanding common stock, reducing the number of shares outstanding at such date from 16,019,823,119 shares to 561,000,000 shares. All share, per share and option data in the accompanying consolidated financial statements and notes to the consolidated financial statements have been retroactively restated to reflect the reduction in the number of shares outstanding resulting from the reverse stock split for all periods presented.

* * * * * *

F-60

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Grupo Aeroportuario del Pacífico, S.A. de C.V.

We have audited the accompanying consolidated balance sheet of Grupo Aeroportuario del Pacífico, S.A. de C.V. and subsidiaries (the "Company") as of September 30, 2005, and the related consolidated statements of income, changes in stockholders' equity and changes in financial position for the nine-month period then ended, all expressed in thousands of Mexican pesos of purchasing power of September 30, 2005. 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 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 the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Grupo Aeroportuario del Pacífico, S.A. de C.V. and subsidiaries as of September 30, 2005, and the results of their operations, changes in their stockholders' equity and changes in their financial position for the nine-month period then ended, in conformity with accounting principles generally accepted in Mexico.

Accounting principles generally accepted in Mexico vary in certain significant respects from accounting principles generally accepted in the United States of America. The application of the latter would have affected the determination of consolidated net income and the determination of consolidated stockholders' equity for the nine-month period ended September 30, 2005 to the extent summarized in Note 21.

Our audit also comprehended the translation of the Mexico 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.

Galaz, Yamazaki, Ruiz Urquiza, S. C.
Member of Deloitte Touche Tohmatsu

C.P.C. Salvador A. Sánchez Barragán
Guadalajara, Mexico
December 5, 2005, except for the retroactive effects
of the reverse stock split on all share, per share
and option data and Note 22, as to
which the date is February 2, 2006

F-61

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Balance Sheets

As of September 30, 2005 and 2004
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of September 30, 2005)

			2005 (Convenience Translation; See Note 2)		2005	2004 (Unaudited)
Assets
Current assets:
	Cash and temporary investments (Note 4)		$	80,509	Ps. 868,771	Ps. 961,014
	Trade accounts receivable—net (Note 5)			33,156	357,787	382,914
	Recoverable taxes			6	69	1,705
	Embedded derivatives (Note 3.a)			17	188	151
	Other accounts receivable			1,750	18,881	6,245

		Total current assets		115,438	1,245,696	1,352,029
Buildings, building improvements, machinery and equipment—net (Note 6)				144,027	1,554,191	1,266,075
Airport concessions—net (Note 7)				1,570,892	16,951,498	17,344,958
Rights to use airport facilities—net (Note 8)				220,417	2,378,517	2,469,656
Other acquired rights—net (Note 9)				76,815	828,907	848,001
Recoverable income taxes (Note 13.a)				8,666	93,513	99,373
Embedded derivatives (Note 3.a)				2,045	22,070	40,332
Deferred income taxes (Note 13.d)				63,235	682,369	711,273
Other assets				2,351	25,365	20,453

Total			$	2,203,886	Ps.23,782,126	Ps.24,152,150

Liabilities and stockholders' equity
Current liabilities:
	Government concession fees, related party (Note 12)		$	623	Ps. 6,725	Ps. 6,683
	Due to Aeropuertos Mexicanos del Pacífico, S.A. de C.V., related party (Note 12)			2,851	30,761	17,524
	Accounts payable			8,122	87,627	48,184
	Taxes payable, other than income taxes			4,753	51,287	18,064
	Income tax and tax on assets payable			2,178	23,503	8,412
	Employee statutory profit sharing			71	771	520

		Total current liabilities		18,598	200,674	99,387
Deposits received				2,139	23,083	16,038
Labor obligations (Note 3.m)				324	3,499	1,640

Total liabilities				21,061	227,256	117,065
Commitments and contingencies (Notes 14 and 15)
Stockholders' equity: (Note 10)
	Common stock			2,057,058	22,197,717	22,197,717
	Legal reserve			10,708	115,553	96,077
	Retained earnings			86,014	928,175	1,427,866
	Cumulative initial effect of deferred income taxes			29,045	313,425	313,425

		Total stockholders' equity		2,182,825	23,554,870	24,035,085

Total			$	2,203,886	Ps.23,782,126	Ps.24,152,150

See accompanying notes to consolidated financial statements.

F-62

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Statements of Income

For the nine-month periods ended September 30, 2005 and 2004
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of September 30, 2005, except share and per share data)

		2005 (Convenience Translation; See Note 2)			2005		2004 (Unaudited)
Revenues (Note 12):
	Aeronautical services	$	144,314		Ps.1,557,283		Ps.1,373,621
	Non-aeronautical services		32,638		352,202		280,050

			176,952		1,909,485		1,653,671
Operating costs:
	Cost of services (Note 18)		42,431		457,870		467,799
	Technical assistance fees (Note 12)		6,337		68,386		56,103
	Government concession fees (Note 12)		8,792		94,875		82,099
	Depreciation and amortization (Note 19)		42,122		454,543		413,044

			99,682		1,075,674		1,019,045

Income from operations			77,270		833,811		634,626
Net comprehensive financing (expense) income:
	Interest income—net		6,411		69,178		37,376
	Exchange (loss) gain—net		(748	)	(8,074	)	13,202
	Monetary position loss		(2,138	)	(23,069	)	(55,921	)
	(Loss) gain from embedded derivatives (Note 3.a)		(1,254	)	(13,533	)	3,527

			2,271		24,502		(1,816	)
Other income—net			58		622		2,781

Income before income taxes, employee statutory profit sharing and cumulative effect of change in accounting principle			79,599		858,935		635,591
Income tax expense (Note 13)			31,224		336,938		303,968
Employee statutory profit sharing expense			72		772		527

Income before cumulative effect of change in accounting principle			48,303		521,225		331,096
Cumulative effect of change in accounting principle—net of tax (Note 3.a)			—		—		24,762

Consolidated net income		$	48,303		Ps.521,225		Ps.355,858

Weighted average number of common shares outstanding (Note 22.b)			561,000,000		561,000,000		561,000,000

Basic earnings per share (in U.S. Dollars and Mexican Pesos):
	Income before cumulative effect of change in accounting principle	$	0.0861		Ps.0.9291		Ps.0.5902
	Cumulative effect of change in accounting principle		—		—		0.0441

Basic net income per share		$	0.0861		Ps.0.9291		Ps.0.6343

See accompanying notes to consolidated financial statements.

F-63

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Statements of Changes in Stockholders' Equity

For the nine-month periods ended September 30, 2005 and 2004
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of September 30, 2005, except share data)

		Number of Shares	Common Stock		Legal Reserve
Balances as of January 1, 2004		561,000,000		Ps. 22,197,717		Ps. 80,638
	Transfer of earnings to legal reserve (unaudited)	—		—		15,439
	Dividends declared and paid (Note 10.f) (unaudited)	—		—		—
	Comprehensive income (unaudited)	—		—		—

Balances as of September 30, 2004 (unaudited)		561,000,000		Ps.22,197,717		Ps.96,077

Balances as of January 1, 2005		561,000,000		22,197,717		96,077
	Transfer of earnings to legal reserve	—		—		19,476
	Dividends declared and paid (Notes 10.h and 10.j)	—		—		—
	Comprehensive income	—		—		—

Balances as of September 30, 2005		561,000,000		Ps.22,197,717		Ps.115,553

Balances as of January 1, 2005 (Convenience Translation; See Note 2)		561,000,000	$	2,057,058	$	8,903
	Transfer of earnings to legal reserve	—		—		1,805
	Dividends declared and paid (Notes 10.h and 10.j)	—		—		—
	Comprehensive income	—		—		—

Balances as of September 30, 2005		561,000,000	$	2,057,058	$	10,708

(continued)

F-64

		Retained Earnings			Cumulative Initial Effect of Deferred Income Taxes		Total Stockholders' Equity
Balances as of January 1, 2004			Ps. 1,376,178			Ps. 313,425		Ps. 23,967,958
	Transfer of earnings to legal reserve (unaudited)		(15,439	)		—		—
	Dividends declared and paid (Note 10.f) (unaudited)		(288,731	)		—		(288,731	)
	Comprehensive income (unaudited)		355,858			—		355,858

Balances as of September 30, 2004 (unaudited)			Ps. 1,427,866			Ps. 313,425		Ps. 24,035,085

Balances as of January 1, 2005			Ps. 1,465,999			Ps. 313,425		Ps. 24,073,218
	Transfer of earnings to legal reserve		(19,476	)		—		—
	Dividends declared and paid (Note 10.h and 10.j)		(1,039,573	)		—		(1,039,573	)
	Comprehensive income		521,225			—		521,225

Balances as of September 30, 2005			Ps.928,175			Ps. 313,425		Ps. 23,554,870

Balances as of January 1, 2005 (Convenience Translation; See Note 2)		$	135,854		$	29,045	$	2,230,860
	Transfer of earnings to legal reserve		(1,805	)		—		—
	Dividends declared and paid (Note 10.h and 10.j)		(96,338	)		—		(96,338	)
	Comprehensive income		48,303			—		48,303

Balances as of September 30, 2005		$	86,014		$	29,045	$	2,182,825

(concluded)

See accompanying notes to consolidated financial statements.

F-65

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Consolidated Statements of Changes in Financial Position

For the nine-month periods ended September 30, 2005 and 2004
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of September 30, 2005)

			2005 (Convenience Translation; See Note 2)			2005			2004
									(Unaudited)
Operating activities:
	Consolidated net income		$	48,303		Ps.	521,225		Ps.	355,858
	Items that did not require (generate) resources:
		Depreciation and amortization		42,122			454,543			413,044
		Provision for seniority premiums		6			67			67
		Loss (gain) from embedded derivatives (Note 3.a)		1,254			13,533			(3,527	)
		Deferred income taxes		9,746			105,184			89,749

				101,431			1,094,552			855,191
Changes in operating assets and liabilities:
	(Increase) decrease in:
		Trade accounts receivable		729			7,865			64,386
		Recoverable taxes and other accounts receivable		(1,391	)		(15,006	)		23,103
		Recoverable tax on assets		(11,993	)		(129,412	)		(123,299	)
		Recoverable income taxes		(148	)		(1,601	)		16,696
	Increase (decrease) in:
	Government concession fees, related party			(1,119	)		(12,092	)		(9,831	)
	Due to Aeropuertos Mexicanos del Pacifico, S.A. de C.V., related party			571			6,161			3,418
	Income tax and tax on assets payable			(173	)		(1,867	)		8,412
	Deposits received			460			4,963			11,517
	Accounts payable, taxes payable other than income taxes and employee statutory profit sharing			1,801			19,432			(6,355	)
	Cumulative effect of change in accounting principle (Note 3.a)			—			—			(24,762	)

		Net resources generated by operating activities		90,168			972,995			818,476

Financing activities—
	Dividends paid			(96,338	)		(1,039,573	)		(288,731	)

Investing activities:
	Buildings, building improvements, machinery and equipment			(24,962	)		(269,364	)		(188,882	)
	Other acquired rights			—			—			(424,470	)
	Other assets			(433	)		(4,678	)		(1,585	)

		Net resources used in investing activities		(25,395	)		(274,042	)		(614,937	)

Cash and temporary investments:
	Net decrease			(31,565	)		(340,620	)		(85,192	)
	Balance at beginning of year			112,074			1,209,391			1,046,206

	Balance at end of year		$	80,509		Ps.	868,771		Ps.	961,014

See accompanying notes to consolidated financial statements.

F-66

Grupo Aeroportuario del Pacífico, S.A. de C.V. and Subsidiaries

Notes to Consolidated Financial Statements

For the nine-month periods ended September 30, 2005 and 2004
(In thousands of U.S. Dollars ($) and thousands of Mexican Pesos (Ps.) of
purchasing power of September 30, 2005, except for share and per share amounts)

1. Activities and significant events

a. Activities

Grupo Aeroportuario del Pacífico, S.A. de C.V. and subsidiaries (the "Company" or "GAP") was incorporated in May 1998 as a state-owned entity to manage, operate and develop 12 airport facilities, mainly in Mexico's Pacific Region. The airports are located in the following cities: Guadalajara, Puerto Vallarta, Tijuana, San José del Cabo, Silao (Bajío), Hermosillo, Mexicali, Los Mochis, La Paz, Manzanillo, Morelia and Aguascalientes.

b. Significant events

Beginning on November 1, 1998 GAP was granted 50-year concessions by the SCT to manage, operate and develop each of the Pacific Group's 12 airports and benefit from the use of the airport facilities. As of that date, the Company assumed the rights and obligations of ASA derived from various customer and supplier agreements. The term of the above concessions may be extended under certain circumstances by the SCT, for terms not to exceed an additional 50 years. In December 1998, the Company acquired certain fixed assets, mainly machinery and transportation equipment, from the Mexican Government for Ps. 104,459 (Ps. 72,581 historical pesos). On December 1, 1998, GAP entered into agreements with each of its subsidiaries to assume the liabilities derived from obtaining the fixed assets. On that same date, GAP capitalized such liabilities as equity in favor of the Mexican Government.

Upon expiration of the concession term, the improvements in the airport facilities made during the term of the concessions will automatically revert to the government. Additionally, ASA and other

F-67

Mexican Government agencies retain the right to provide certain services such as air traffic control, fuel supply and immigration control.

Through a public bidding process, in August 1999 the Mexican Government sold 15% of its equity holdings in GAP to Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (AMP), who paid Ps. 2,453,400 in historical pesos, excluding interest, in exchange for: (i) 84,150,000 Class I, Series "BB" shares; (ii) 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 (iii) a stock option agreement. Under the stock option agreement, AMP has the option to subscribe for newly issued Series "B" shares. This option, exercisable in three tranches, the first two of which have expired unexercised, allows AMP to subscribe for 2%, 2% and 1% of the Company's total capital stock outstanding at the time of the exercise, until August 25, 2006, provided that AMP has complied with its obligations under the technical assistance agreement. The option exercise price is approximately U.S.$3.125 per share (the per share purchase price paid by AMP for its Series "BB" shares) plus an annual increase of 5% from August 25, 1999. The option agreement provides that the exercise price will be adjusted in the event of increases or decreases in capital or dividend payments.

At September 30, 2005, AMP's stockholders were Aeropuertos del Pacífico Noroeste, S.A. de C.V. (subsidiary of Holdinmex, S.A. de C.V. and Inversora del Noroeste, S.A. de C.V.) (25.5%), Aena Desarrollo Internacional, S. A. (25.5%), Inversora del Noroeste, S.A. de C. V. (subsidiary of Unión Fenosa) (20.84%) and Dragados Concesiones de Infraestructura, S. A. (since succeeded in the ownership of these shares by Desarrollo de Concesiones Aeropuertos, S.A.) (28.16%). Pursuant to the Company's bylaws, AMP (as holder of the Company's Series "BB" shares) has the right to appoint and remove the Company's chief executive officer, chief financial officer, chief operating officer and commercial director, to elect four members of the board of directors and to designate 20% of the members of each board committee (or one member, in the case of a committee consisting of fewer than five members). AMP also has the right, pursuant to the Company's bylaws, to veto certain actions requiring approval of the Company's stockholders (including the payment of dividends and the amendment of its right to appoint certain members of senior management). These rights are not subject to the technical assistance agreement and the participation agreement remaining in effect. If at any time before August 25, 2014, AMP 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. If at any time after August 25, 2014, AMP 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 AMP to lose all of its special rights. As long as AMP retains at least 7.65% of the Company's capital stock in the form of Series BB shares, all of its special rights will survive. Pursuant to the Company's bylaws, the technical assistance agreement and the participation agreement, AMP may not transfer more than 49% of its Series "BB" shares until after August 25, 2009.

The cost of the concessions was Ps. 22,075,293 (Ps. 15,938,360 historical pesos), and was determined by the Mexican Government in August 1999, based on the price bid by AMP to acquire its equity holdings in GAP, as discussed above. On August 20, 1999, GAP entered into agreements with

F-68

each of its subsidiaries to assume the liabilities derived from obtaining the concessions. On that same date, GAP capitalized such liabilities as equity in favor of the Mexican Government.

On December 19, 2002, Pacífico Cargo, S.A. de C.V. (Pacific Cargo) was incorporated as a subsidiary of the Company. Pacific Cargo is in its preoperating period.

In addition to the above-mentioned payments, GAP also assumed the liabilities derived from security deposits paid by the tenants renting commercial areas in these two airports. As such, GAP recorded an asset of Ps. 424,470 (Ps. 401,376 historical pesos) related to the rights acquired and a long-term liability of Ps. 7,558 (Ps. 7,158 historical pesos) related to the security deposits on May 31, 2004.

2. Basis of presentation

a. Translation into English —The accompanying consolidated financial statements have been translated from Spanish into English for use outside of Mexico. These consolidated financial statements are presented on the basis of accounting principles generally accepted in Mexico (Mexican GAAP). 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 21 for a discussion of such differences and for a reconciliation of the Company's financial statements between Mexican GAAP and U.S. GAAP.

c. Consolidation of financial statements —The consolidated financial statements include those of Grupo Aeroportuario del Pacífico, S.A. de C.V. and its wholly-owned subsidiaries. The consolidated subsidiaries are as follows:

•: Aeropuerto de Tijuana, S.A. de C.V.

F-69

•: Aeropuerto de Mexicali, S.A. de C.V.
•: Aeropuerto de Hermosillo, S.A. de C.V.
•: Aeropuerto de Los Mochis, S.A. de C.V.
•: Aeropuerto de Manzanillo, S.A. de C.V.
•: Aeropuerto de Guadalajara, S.A. de C.V.
•: Aeropuerto de Puerto Vallarta, S.A. de C.V.
•: Aeropuerto de San José del Cabo, S.A. de C.V.
•: Aeropuerto de La Paz, S.A. de C.V.
•: Aeropuerto de Morelia, S.A. de C.V.
•: Aeropuerto de Aguascalientes, S.A. de C.V.
•: Aeropuerto del Bajío, S.A. de C.V.
•: Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.
•: Pacífico Cargo, S.A. de C.V.

All significant intercompany balances, transactions and investments have been eliminated in the accompanying consolidated financial statements.

3. Summary of significant accounting policies

a. New accounting policies-

•: Beginning January 1, 2004 the Company early adopted the provisions of Bulletin C-10, Derivative Instruments and Hedging Activities (C-10). C-10 establishes, among other things, the criteria to determine whether embedded derivatives should be segregated and, if so, requires that they be stated at fair value, thus resulting in the recognition of an asset or liability with a corresponding credit or debit to current earnings, respectively, unless such instruments are designated as hedging instruments. Changes to the fair value of embedded derivative instruments in subsequent years should also be recognized in the respective years' earnings.

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	Balance Sheet
Fair value of embedded derivative at January 1, 2004	Ps. 36,956
Plus: Fair value adjustment for the nine-month period ended September 30, 2004 (unaudited)	3,527

Fair value of embedded derivative at September 30, 2004 (unaudited)	40,483
Less: Current portion (unaudited)	(151	)

Long-term embedded derivative at September 30, 2004 (unaudited)	Ps. 40,332

	Income Statement
Fair value of embedded derivative at January 1, 2004	Ps. 36,956
Less: Deferred income tax	(12,194	)

Cumulative effect of change in accounting principle	Ps. 24,762

•: On January 1, 2005, the Company adopted Bulletin B-7, Business Acquisitions (B-7). B-7 provides updated rules for the accounting treatment of business acquisitions and investments in associated entities. It establishes, among other things, the adoption of the purchase method as the only accounting method for business combinations; it eliminates the amortization of goodwill, which is now subject to impairment rules; it establishes rules for the accounting treatment of asset transfers or share exchange among entities under common control as well as for the acquisition of minority interest based on the provisions of Bulletin B-8, Consolidated and Combined Financial Statements and Valuation of Permanent Investments in Shares . The adoption

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of this Bulletin did not have significant effects on the Company's consolidated financial position or results of operations.

•: On January 1, 2005, the Company adopted revised Bulletin C-2, Financial Instruments (revised C-2). Revised C-2 establishes that any variances in the fair value of financial instruments classified as available-for-sale must be recognized in other comprehensive income and reclassified to current earnings upon sale of such instruments; revised C-2 includes the possibility of making transfers among some of the categories under which financial instruments are classified, provided that conditions and rules for their accounting recognition are met. It also extends the applicability of impairment rules to financial instruments available for sale and provides more precise rules for their recognition. The adoption of this revised Bulletin did not have significant effects on the Company's consolidated financial position or results of operations.
•: On January 1, 2005, the Company adopted revised Bulletin D-3, Labor Obligations (revised D-3), which replaces the concept of unforeseen severance payments that are recognized in earnings of the period in which the payment decision is made, with that of "Severance payments at the end of the work relationship", defined as payments granted to employees when they conclude their labor relationship before reaching retirement age, for which the valuation and disclosure rules applicable to pension and seniority premium payments must be followed. The adoption of this revised Bulletin did not have significant effects on the Company's consolidated financial position or results of operations.

b. Recognition of the effects of inflation —The Company restates its consolidated financial statements to Mexican peso purchasing power as of the most recent balance sheet date presented, thereby recognizing the effects of inflation in the financial information in conformity with Bulletin B-10, Recognition of the Effects of Inflation in the Financial Information , of Mexican GAAP. The financial statements of the prior period have also been restated in terms of Mexican pesos of the latest period presented. Consequently, all financial statement amounts are comparable, both for the current and the prior period, since all are stated in terms of Mexican pesos of the same purchasing power.

The rate of inflation used to restate amounts from September 30, 2004 to September 30, 2005 was 3.51%.

Procedures to recognize the effects of inflation in terms of Mexican pesos of purchasing power as of September 30, 2005 were as follows:

•: Balance sheets:

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•: Statements of income:

Revenues and expenses that are associated with monetary items (trade receivables, cash, liabilities, etc.) are restated from the month in which they arise through period-end, based on factors derived from the NCPI.

Monetary position loss, which represents the erosion of the purchasing power of monetary items caused by inflation, is determined by applying to net monetary assets or liabilities, at the beginning of each month, the factor of inflation derived from the NCPI and is restated through period-end with the corresponding factor. Losses result from maintaining a net monetary asset position.

•: Other statements:

The consolidated statements of changes in stockholders' equity and changes in financial position present the changes in constant Mexican pesos, based on the financial position at prior period-end, restated to Mexican pesos as of the most recent period-end.

c. Temporary investments —Temporary investments represent trading securities generally held for less than one year and are recorded at fair value. Fair value is determined based on the market value of the security if such security is traded in a recognized market or at acquisition cost less accrued yields, which approximates fair value for those securities not traded in a recognized market. Realized and unrealized gains and losses on trading securities are recognized in results of the period in which they occur.

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i. 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. Impairment is recorded when the carrying amounts exceed the greater of the present value of future net cash flows or the net sales price upon disposal. The impairment indicators considered for these purposes are, among others, the 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, reduction in the demand for the products manufactured, competition and other legal and economic factors.

Pursuant to Bulletin C-15, Accounting for the Impairment and Disposal of Long-Lived Assets , none of the 12 airports can be considered an "independent cash generating unit" since, as described in Note 1, all are part of the Pacific Group package included in the Federal Government's bidding process. Therefore, each concessionaire must operate its airports regardless of their individual results. Accordingly, the Company reviewed its long-lived assets for impairment on a consolidated basis.

j. Financial instruments —In conformity with Bulletin C-2, Financial Instruments , of Mexican GAAP, financial assets and liabilities resulting from any type of financial instrument, are presented in the balance sheet at their fair value, except for investments in financial instruments held to maturity. The costs, yields and effects of the valuation of a financial asset or liability are recognized in results of operations of the respective period in which they occur. Investments in financial instruments held to maturity are valued at acquisition cost.

k. Embedded derivative instruments —When lease agreements establish rental payments in a currency other than the functional currency of both parties to the agreement, the embedded derivative, whose underlying is the foreign currency is segregated and stated at fair value and is recorded as an embedded derivative asset or liability. Subsequent changes in the fair value of the derivative asset or liability is recognized in earnings, unless such derivative has been designated as a hedging instrument.

l. Provisions —Provisions are recognized for obligations that result from a past event, that are probable to result in the use of economic resources and that can be reasonably estimated.

Until December 2004, severance payments were charged to results when liability was determined to be payable. Beginning January 1, 2005, the Company adopted revised Bulletin D-3, as stated in insert a. of this note, which now requires a liability to be accrued for severance payments in the same manner as seniority premiums.

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Revenues from non-aeronautical services consist mainly of the leasing of commercial space at the airport terminals (other than space deemed essential to airline operations), car parking, access fees charged to third parties providing food catering and other services at the airports, and other miscellaneous revenues.

The tax on assets paid that is expected to be recoverable is recorded as an advance payment of income tax and is presented in the balance sheet increasing the deferred income tax asset.

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q. Earnings per share —Basic earnings per common share is calculated by dividing consolidated net income by the weighted average number of shares outstanding during the period. The Company does not have any dilutive securities; therefore basic and diluted earnings per share are the same. Cumulative effect of change in accounting principle per share is calculated by dividing the cumulative effect of change in accounting principle by the weighted average number of shares outstanding during the period. All weighted average number of shares outstanding used in per share calculations include the effects of the one for 28.5558344 reverse stock split (see Note 22.b).

s. Comprehensive income —According to Bulletin B-4, Comprehensive Income , of Mexican GAAP, comprehensive income is comprised of the net income of the period, plus other comprehensive income (loss) items of the same period, which, in accordance with Mexican GAAP, are presented directly in stockholders' equity without affecting the consolidated statements of income. For the nine-month periods ended September 30, 2005 and 2004, comprehensive income is represented only by the net income of the period.

4. Cash and temporary investments

Cash and temporary investments are composed of the following at September 30:

		2005		2004
				(Unaudited)
Cash		Ps.	1,269	Ps.	5,835

Temporary investments:
	PEMEX Bond 2014	Ps.	60,456	Ps.	77,245
	Other investments		807,046		877,934

			867,502		955,179

		Ps.	868,771	Ps.	961,014

PEMEX bonds are investment grade securities denominated in U.S. dollars, which pay interest at a guaranteed rate of 7.357%, due in 2014. However, according to the treasury policy of the Company, such bonds will be traded within one year of acquisition. PEMEX bonds are presented at fair value based on the market value of such securities.

Other investments represent bank deposits and other similar investments with financial institutions, denominated in pesos and recorded at acquisition cost plus accrued yields, which approximate fair value.

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5. Trade accounts receivable

Trade accounts receivable are composed of the following at September 30:

	2005			2004
				(Unaudited)
Accounts receivable	Ps.	166,282		Ps.	149,721
Accounts receivable from Cintra, related party		228,798			272,856

		395,080			422,577
Allowance for doubtful accounts		(37,293	)		(39,663	)

	Ps.	357,787		Ps.	382,914

Accounts receivable includes balances invoiced to domestic and international airlines for passenger charges of Ps. 367,990 and Ps. 359,751 as of September 30, 2005 and 2004, respectively. Passenger charges are payable for each passenger (other than diplomats, infants, transfer and transit passengers) departing from the airport terminals operated by the Company and are collected by the airlines and subsequently remitted to the Company.

Approximately 64% and 71% of the outstanding balances as of September 30, 2005 and 2004, respectively, are amounts to be remitted to the Company related to passenger charges and other receivables related to aeronautical operations from airlines and other entities controlled by Cintra, S.A. de C.V. (Cintra), including Mexicana, Aeroméxico and Aerolitoral (the principal Mexican airlines). Approximately 36% and 35% of the total revenues for the nine-month periods ended September 30, 2005 and 2004 were generated from passenger charges collected by airlines controlled by Cintra and other aeronautical and non-aeronautical charges to Cintra (see Note 12). Additionally, as of September 30, 2005 and 2004, the amounts to be remitted to the Company related to passenger charges collected by airlines controlled by Cintra were Ps. 215,371 and Ps. 245,189, respectively. The Institution for the Protection of Bank Savings, a decentralized entity of the Mexican Federal Public Administration, and the Mexican Government own the majority of Cintra's common stock, and thus, we consider Cintra a related party.

The Guadalajara International Airport represented approximately 32% and 34% of consolidated revenues generated during the nine-month periods ended September 30, 2005 and 2004, respectively. Also, approximately 88% and 87% of consolidated revenues during the nine-month periods ended September 30, 2005 and 2004 were generated by the Company's six largest airports (based on revenues) (Guadalajara, Tijuana, San José del Cabo, Puerto Vallarta, Bajio and Hermosillo).

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6. Buildings, building improvements, machinery and equipment

Buildings, building improvements, machinery and equipment are composed of the following at September 30:

		2005			2004			Average Annual Depreciation Rate
					(Unaudited)
Machinery and equipment		Ps.	231,092		Ps.	214,931		10%
Office furniture and equipment			82,522			79,672		10%
Computer equipment			39,179			33,825		30%
Transportation equipment			26,077			25,991		25%
Communication equipment			7,210			5,561		10% and 30%
Buildings and building improvements			1,097,724			973,490		5%

			1,483,804			1,333,470
Less- accumulated depreciation			(334,351	)		(238,185	)

			1,149,453			1,095,285
Construction-in-progress:
	Buildings and building improvements		313,709			131,934
	Other		91,029			38,856

			404,738			170,790

		Ps.	1,554,191		Ps.	1,266,075

Construction-in-progress relates mainly to the remodeling of Puerto Vallarta, Guadalajara, Mexicali and Hermosillo Airports, and the construction of a new cargo center at the Guadalajara Airport.

7. Airport concessions

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The table below shows the values, in Mexican pesos of purchasing power of September 30, 2005, assigned to concessions and rights to use airport facilities:

					Remaining amortization term (years)
Acquisition cost assigned to:			Ps.	22,075,293

	Airport facilities rights of use:
		Runways, aprons, platforms	Ps.	718,915	29
		Buildings		799,543	19
		Other facilities		126,374	4
		Land		1,288,282	43

				2,933,114
		Airport concessions		19,142,179	43

			Ps.	22,075,293

Beginning in October 2004, the Company changed the amortization rates it was using for airport concessions. The effect of the change resulted in an increase of Ps. 31,508 of amortization expense for the nine-month period ended September 30, 2005.

The value of the concessions at September 30 is as follows:

	2005			2004
				(Unaudited)
Airport concessions	Ps.	19,142,179		Ps.	19,142,179
Less—accumulated amortization		(2,190,681	)		(1,797,221	)

	Ps.	16,951,498		Ps.	17,344,958

Each airport concession agreement contains the following terms and basic conditions:

•: The concessionaire has the right to manage, operate, maintain and use the airport facilities and carry out any construction, improvements, or maintenance of facilities in accordance with its Master Development Program (MDP), and to provide airport, complementary and commercial services. The concessionaire was required to submit its first MDP to the SCT in 2000, which was timely delivered and approved. Such program must be updated every five years. Each concessionaire is required to make minimum investments at each airport under the terms of its MDP. During December 2004, SCT authorized the Company's MDP update for the next five-year period from 2005 to 2009.
•: The concessionaire will use the airport facilities only for the purposes specified in the concession, will provide services in conformity with the law and applicable regulations, and will be subject to inspections by the SCT.

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•: The concessionaire must pay a fee for the use of the assets under concession (currently 5% of the concessionaire's annual gross revenues derived form the use of public property), in conformity with the Mexican Federal Duties Law.
•: The concessionaire assumed ASA's rights and obligations derived from airport-related agreements with third parties.
•: ASA has the exclusive right to supply fuel for consumption at the airport.
•: The concessionaire must grant free access to specific airport areas to certain Mexican Government agencies (such as customs and immigration) so that they may carry out their activities within the airport.
•: According to Article 27 of the General Law on Airports, the concession may be revoked if the concessionaire breaches any of its obligations established therein or falls under any of the causes for revocation referred to in Article 26 of law and in the concession agreement. The breach of certain concession terms may be cause for revocation if the SCT has applied sanctions in three different instances with respect to the same concession term.
•: 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 50 additional years.

8. Rights to use airport facilities

The value of the rights to use airport facilities at September 30 is as follows:

	2005			2004
				(Unaudited)
Rights to use airport facilities	Ps.	2,933,114		Ps.	2,933,114
Less—accumulated amortization		(554,597	)		(463,458	)

	Ps.	2,378,517		Ps.	2,469,656

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9. Other acquired rights

At September 30, the value of other acquired rights was as follows:

	2005			2004
				(Unaudited)
Right to operate charter and general aviation terminal and FBO at Los Cabos airport terminal	Ps.	440,834		Ps.	440,834
Right to operate commercial space at Tijuana airport		17,729			17,729
Right to operate various space at Puerto Vallarta airport		326,518			326,518
Right to operate commercial space at Guadalajara airport		97,952			97,952
Right to operate various parking lots		6,491			6,491

		889,524			889,524
Less—accumulated amortization		(60,617	)		(41,523	)

	Ps.	828,907		Ps.	848,001

On June 1, 2000, the Company paid to Servicios Aéreos del Centro, S.A. de C.V. (SACSA) $34.9 million (Ps. 332,108 historical pesos) to recover the right to operate the charter terminal (terminal 3) and the general aviation terminal at the Los Cabos International Airport. In addition, the Company paid $0.6 million (Ps. 5,709 historical pesos) for the purchase of certain fixed assets, which are included in buildings, building improvements, machinery and equipment. The right to operate the charter terminal and the general aviation terminal was granted by ASA to SACSA through a long-term lease agreement; such lease agreement was transferred, in its entirety, from ASA to the concessionaire when the concession was granted to the San Jose del Cabo airport.

On December 12, 2002, GAP paid to Ruber, S.A. de C.V. (RUBER) and Recaro, S.A. de C.V. $1.5 million (Ps. 15,682 historical pesos) to recover the right to operate 660 square meters of commercial space at the Tijuana Airport and 50 square meters of commercial advertising on the inside walls of the terminal. The right to operate commercial and advertising space inside the terminal was granted by ASA to RUBER through a long-term lease agreement; such lease agreement was transferred, in its entirety, from ASA to the concessionaire when the concession was granted to the Tijuana airport.

On June 1, 2004, GAP paid $26.6 million to Grupo Aeroplazas, S.A. de C.V. (AEROPLAZAS) for the early termination of the operating lease agreement originally signed between AEROPLAZAS and ASA, which lease agreement was transferred, in its entirety, from ASA to the concessionaire when the concession was granted to Puerto Vallarta airport, for the corresponding recovery of the rights to develop and rent certain commercial areas and advertising space as well as the right to develop and expand services related to three walkways and all the shuttle buses in the Puerto Vallarta airport.

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In addition to the above-mentioned payments to AEROPLAZAS and AEROLOCALES, GAP also assumed the liabilities derived from security deposits paid by the tenants renting commercial areas in these two airports. As such, GAP recorded an asset of Ps. 424,470 (Ps. 401,376 historical pesos) related to the rights acquired and a liability of Ps. 7,558 (Ps. 7,158 historical pesos) related to the security deposits on May 31, 2004.

10. Stockholders' equity

a.: At September 30, 2005, capital stock consists of the following (considering the reverse stock split mentioned in Note 22.b):

		Number of Shares	Historical Value		Restatement Effect		Total
Fixed Capital
	Series B	43,350,000	Ps.	1,237,895	Ps.	477,383	Ps.	1,715,278
	Series BB	7,650,000		218,452		84,244		302,696

		51,000,000		1,456,347		561,627		2,017,974
Variable Capital
	Series B	433,500,000	Ps.	12,378,954	Ps.	4,773,827	Ps.	17,152,781
	Series BB	76,500,000		2,184,522		842,440		3,026,962

		510,000,000		14,563,476		5,616,267		20,179,743

Total		561,000,000	Ps.	16,019,823	Ps.	6,177,894	Ps.	22,197,717

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At September 30, 2004 (unaudited), capital stock consists of the following (considering the reverse stock split mentioned in Note 22.b):

		Number of Shares	Historical Value		Restatement Effect		Total
Fixed Capital
	Series B	476,850,000	Ps.	13,616,850	Ps.	5,251,209	Ps.	18,868,059
	Series BB	84,150,000		2,402,973		926,685		3,329,658

Total		561,000,000	Ps.	16,019,823	Ps.	6,177,894	Ps.	22,197,717

Series "BB" shares, which may represent up to 15% of capital stock, may only be transferred upon prior conversion into Series "B" shares, based on certain time restrictions.

b. According to the Company's articles of incorporation, on May 28, 1998, an initial contribution of Ps. 1,665 (Ps. 1,000 historical pesos) was made through the issuance of 35,019 Series "A" shares. Pursuant to resolutions at the Extraordinary Stockholders' Meetings held on December 14, 1998, July 2, 1999 and August 20, 1999, the minimum, non-withdrawable fixed capital was increased by Ps. 109,061 (Ps. 72,582 historical pesos), through the issuance of 2,541,748 Series "A" shares; Ps. 10,977 (Ps. 7,881 historical pesos), through the issuance of 275,975 Series "A" shares; and Ps. 22,076,014 (Ps. 15,938,360 historical pesos), through the issuance of 558,147,258 shares, respectively, totaling 561,000,000 common, no-par value shares at September 30, 2005. Of the 558,147,258 shares issued on August 20, 1999, 84,150,000 were Series "BB" shares, 190,740,000 were Series "B" shares and 283,257,258 were Series "A" shares, all of which were class "I", common, no-par value shares. The latter group of shares were related to the agreements entered into by GAP and each concessionaire subsidiary to assume their liabilities derived from the acquisition of the concessions, which were capitalized in equity, as described in Note 1.

e. During an Ordinary General Stockholders' Meeting held on April 30, 2003, cash dividends of Ps. 274,602 (Ps. 250,000 historical pesos) were declared in favor of stockholders.

f. In an Ordinary General Stockholders' Meeting held on April 30, 2004, the stockholders declared cash dividends in the amount of Ps. 288,731 (Ps. 275,000 historical pesos).

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h. In an Ordinary General Stockholders' Meeting held on April 15, 2005, the stockholders declared cash dividends in the amount of Ps. 595,237 (Ps. 590,000 historical pesos), which were paid on May 4, 2005.

i. In an Extraordinary General Stockholders' Meeting held on April 15, 2005, the stockholders approved the conversion of 510,000,000 shares of fixed capital stock into equal shares of variable capital stock.

j. In an Ordinary General Stockholders' Meeting held on April 27, 2005, the stockholders declared cash dividends in the amount of Ps. 444,336 (Ps. 440,000 historical pesos), which were paid on June 3, 2005.

k. The General Corporate Law requires that at least 5% of net income of the year be transferred to the legal reserve until the reserve equals 20% of capital stock at par value (historical pesos). The legal reserve may be capitalized but may not be distributed, except as stock dividends, unless the entity is dissolved. The legal reserve must be replenished if it is reduced for any reason. At September 30, 2005 and 2004, the legal reserve, in historical pesos, was Ps. 102,944 and Ps. 83,578 respectively.

l. Dividends paid to non-resident holders with respect to Series B shares and ADSs are currently not subject to Mexican withholding tax. Dividends that are paid from a company's distributable earnings that have not been subject to corporate income tax will be subject to a corporate-level dividend tax calculated on a gross-up basis by applying a factor of 1.4925 in 2004, 1.4286 in 2005, 1.4085 in 2006 and 1.3889 thereafter. Corporate tax rates of 33% in 2004, 30% in 2005, 29% in 2006 and 28% thereafter are applied to the result. This corporate-level dividend income tax on the distribution of earnings may be applied as a credit against Mexican corporate income tax corresponding to the fiscal year in which the dividend was paid or against the Mexican corporate income tax of the two fiscal years following the date 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. According to the income tax Law, the Company is responsible for the withholding and payment of the corporate-level dividend income tax.

m. The balances of stockholders' equity tax accounts as of September 30 are:

	2005		2004
			(Unaudited)
Contributed capital account	Ps.	22,197,717	Ps.	22,197,717
Net tax income account		253,180		745,580

Total	Ps.	22,450,897	Ps.	22,943,297

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11. Foreign currency balances and transactions

a. At September 30 the foreign currency monetary position is as follows:

		2005		2004
				(Unaudited)
U.S. Dollars
Monetary assets:
	Cash and temporary investments	$	17,687	$	21,330
	Trade accounts receivable		3,935		2,379

Monetary asset position,		$	21,622	$	23,709

Equivalent in Mexican pesos		Ps.	234,588	Ps.	257,231

b. Transactions denominated in foreign currency were as follows:

	2005		2004
			(Unaudited)
U.S. Dollars
Technical assistance fee	$	3,392	$	3,309

Import purchases, technical assistance and other expenses	$	1,537	$	1,083

Revenues from aeronautical and non-aeronautical services	$	13,361	$	8,326

c. The exchange rates in effect at the dates of the consolidated balance sheets and of issuance of the consolidated financial statements were as follows:

	September 30,
	September 30,		December 5, 2005
	2005	2004	December 5, 2005
		(Unaudited)
U.S. dollar exchange rate—pesos per one U.S. dollar (see Note 3.o)	10.8495	11.4106	10.5247

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12. Transactions with related parties

Transactions with related parties, carried out in the ordinary course of business, were as follows:

		2005		2004
				(Unaudited)
Revenues:
	Revenues from aeronautical and non-aeronautical services invoiced to Cintra	Ps.	677,991	Ps.	585,033

Expenses:
	Technical assistance fees	Ps.	68,386	Ps.	56,103

	Services received	Ps.	41,619	Ps.	35,847

	Government concession fees	Ps.	94,875	Ps.	82,099

Revenues invoiced to Cintra airlines include Ps. 550,050 and Ps. 485,185 of passenger charges for the nine-month periods ended September 30, 2005 and 2004, respectively.

AMP is also entitled to the refund of expenses incurred in the rendering of the services provided for in the agreement.

13. Income taxes, tax on assets and employee statutory profit sharing

In accordance with Mexican tax law, the Company is subject to income tax and tax on assets, which take into consideration the taxable and deductible effects of inflation. The income tax rate was 30% in 2005 and 33% in 2004. Tax on assets is calculated by applying 1.8% on the net average of the majority of restated assets less certain liabilities and is payable only to the extent that it exceeds income tax payable for the same period; any required payment of tax on assets is creditable against the excess of income tax over tax on assets of the following ten years.

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a. Recoverable income tax

In 2002, certain subsidiaries declared dividends in favor of the Company for Ps. 159,726 (Ps. 142,939 historical pesos). However, as part of the tax planning of the Company, such dividends were not applied against the net tax income account and instead were applied against the account "Cumulative initial effect of deferred income taxes", which account is not a part of the Company's normal operations and thus generated income tax of Ps. 85,634 (Ps. 76,969 historical pesos), payable by the Company, according to Article 11 of the Income Tax Law. Such amount was charged to retained earnings and paid to the tax authorities on December 17, 2002.

In July 2003, the Company filed a request with the tax authorities for confirmation of the criteria under which it was requesting this refund and as well, requested the related refund. However, in the case of the Aguascalientes, La Paz and Mexicali airports, the tax authorities required that these airports deposit a monetary guarantee to the tax authorities, in order for the tax authorities to be able to determine if the criteria of the refund was appropriate or not. As a result of this request for guarantee from the tax authorities and due to the fact that the Mexican Treasury Department had not confirmed the criteria for the refund, these airports withdrew these actions and filed new petitions in December 2003. The Mexican Treasury Department did not respond within the applicable statute of limitations with respect to the La Paz and Mexicali airports. These airports assumed a negative response and filed for a judicial annulment.

In the case of the Aguascalientes airport, the Mexican Treasury Department responded indicating they would not make a determination related to the criteria, citing the need for additional documentation. Subsequently, this airport obtained a judicial annulment, as the request for additional

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documentation by the Mexican Treasury Department was outside the statute of limitations, which obligated the Mexican Treasury Department to submit a response relating to the criteria and, in the case in which the criteria were positive, refund the taxes paid with respect to this airport. In November 2005, this airport received a refund from the Mexican Treasury Department of Ps. 5,307 (Ps. 4,826 historical pesos). However, because the Mexican Treasury Department did not send a formal response indicating that they accepted the criteria originally submitted by the Aguascalientes airport, the airport has since filed a complaint requesting the Mexican Treasury Department's confirmation of the criteria.

Rulings, which were requested with regard to the remaining airports, Puerto Vallarta and Tijuana, were rejected. As such, these airports filed a proceeding for judicial annulment in October 2003.

Annual tax returns for the airports requesting this refund include a disclosure of the requested refund. However, in the case of the Tijuana airport, in May 2005, the Mexican Treasury Department issued a fine on the grounds that they considered the inclusion of this requested refund in the annual tax return to be inappropriate. In an effort to avoid additional interest, should it challenge the fine and ultimately lose the case, the Tijuana airport paid the fine. Additionally, as a result of paying the fine at the time it was assessed, the fine was reduced by a 20% discount over the amount of the requested refund. As such, the airport paid Ps. 11,446. However, based on the opinion of the Company's legal counsel, this fine will be recoverable as it has no legal basis.

The Company also decided to record an additional recoverable income tax asset for the same amount, based on practical evidence that such tax may be credited against corporate income tax to be incurred by the subsidiaries involved over the next three years, according to the subsidiaries' projections of taxable income. The retained earnings account was credited to record this asset, since the tax originated from such account. During the nine-month periods ended September 30, 2005 and 2004, income tax credited against this asset was Ps. 9,845 and Ps. 16,696 (in constant pesos) respectively.

b. Income tax expense consists of the following at September 30:

	2005		2004
			(Unaudited)
Current	Ps.	231,754	Ps.	214,219
Deferred		105,184		89,749

Total expense	Ps.	336,938	Ps.	303,968

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c. The reconciliation of the statutory income tax rate and the effective rate as a percentage of income before income tax and employee statutory profit sharing for the nine-month periods ended September 30 is shown below.

	2005		2004
			(Unaudited)
Statutory rate	30	%	33	%
Effect of permanent differences	1	%	1	%
Effects of inflation	1	%	(1	%)
Valuation allowance	7	%	15	%

Effective rate	39	%	48	%

d. At September 30, the main items comprising the deferred income tax asset are:

		2005			2004
					(Unaudited)
Airport concessions and rights to use airport facilities		Ps.	344,990		Ps.	542,170
Trade accounts receivable			9,350			10,872
Embedded derivatives			(6,391	)		(12,954	)

	Deferred income tax from temporary differences		347,949			540,088
Effect of tax loss carryforwards			124,150			11,127
Recoverable tax on assets paid			707,021			545,836

			1,179,120			1,097,051
Valuation allowance for recoverable tax on assets paid			(458,124	)		(374,651	)
Valuation allowance for tax loss carryforwards			(38,627	)		(11,127	)

	Net long-term deferred income tax asset	Ps.	682,369		Ps.	711,273

Mexican Income Tax Law allows Mexican companies utilizing fiscal amortization rates that are lower than the maximum allowable rates to change their fiscal amortization rates every five years, never to exceed the maximum rate allowable. In the case of each of our airports, since 2000, we had been utilizing rates lower than 15%, the maximum allowable rate, to amortize the airport concessions and rights to use airport facilities assets for fiscal purposes. Given that a five-year period had elapsed since the time the fiscal amortization rates were set, in an effort to optimize our effective tax rate and our financial position on a long-term basis, beginning January 1, 2005, we elected to modify the fiscal amortization rates for the airport concession and rights to use airport facilities assets.

The effect of these changes in fiscal amortization rates resulted in a decrease in the consolidated deferred income tax asset of Ps. 141,265 related to airport concessions and rights to use airport facilities.

The change in the fiscal amortization rates also affected the deferred tax asset related to the payment of asset tax recorded as of December 31, 2004. At the Morelia airport, such deferred tax asset

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increased by Ps. 13.2 million, while at the Hermosillo airport, the asset decreased by 15.6 million. Although the Morelia airport had not previously generated net operating losses, the deferred tax asset related to asset tax was reserved based on the projections of future operations of the airport. However, because of the change in the fiscal amortization rates, management's projections indicate future taxable income and thus, the valuation allowance for this deferred tax asset at the Morelia airport was reversed during 2005.

As well, due to the reacquisition of the long-term lease agreement at the Puerto Vallarta airport, this airport began to generate higher income tax over asset tax, indicating the future recoverability of the deferred tax asset at this airport related to asset tax previously paid. As such, the Company decreased the valuation allowance against this deferred tax asset by Ps. 36.9 million.

Accordingly, management believes that these airports discussed above, as well as the Guadalajara, Bajio and San Jose del Cabo airports, which had previously recognized deferred tax assets related to payment of asset tax, will recover an aggregate deferred tax asset related to asset tax within the permitted 10-year carryforward period of Ps. 248,897 as of September 30, 2005.

Lastly, the change in the fiscal amortization rates resulted in the generation of net tax loss carryforwards at an additional four airports for the nine months ended September 30, 2005. However, because of this change in the fiscal amortization rates, management has estimated projections of future taxable income for these airports and, accordingly, believes they will recover their tax loss carryforwards of Ps. 85,523.

e. Recoverable tax on assets for which a prepaid income tax has been recognized can be recovered subject to certain conditions. Restated amounts as of September 30, 2005 and expiration years are:

Year of Expiration	Recoverable Asset Tax
2012	Ps.	216,530
2013		206,007
2014		155,072
2015		129,412

	Ps.	707,021

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Company will be entitled to a recovery, whether it be a refund or credit, of almost all of the asset tax previously paid. As a consequence, the Company's effective tax rate in the future will also be reduced.

14. Commitments

a. The Company has leased office space under two five-year operating lease agreements, effective as of February 2001 and February 2003. The respective monthly rents are $19.6 and $7.4. Base rent is subject to increases according to the National Consumer Price Index (NCPI) and the U.S. National Consumer Price Index (CPI), respectively.

Lease expense was Ps. 2,659, and Ps. 2,576 for the nine-month periods ended September 30, 2005 and 2004, respectively.

Year	MDP		Investment for handling checked-in luggage		Total Amount
2005	Ps.	387,043	Ps.	353,582	Ps.	740,625
2006		468,878		64,042		532,920
2007		327,224		64,041		391,265
2008		269,092		64,041		333,133
2009		211,861		64,041		275,902

	Ps.	1,664,098	Ps.	609,747	Ps.	2,273,845

Amounts set forth above are expressed in thousands of Mexican pesos of purchasing power as of December 31, 2004, based on the Mexican production, merchandise and construction price index for 2004.

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15. Contingencies

a. Several municipalities have filed real estate tax claims against some subsidiary concessionaires related to the land where the airports are located. Based on the opinion of its external legal counsel, the Company believes that there are no legal grounds for such claims. Therefore, the Company has initiated legal proceedings to invalidate the charges, and, where applicable, related foreclosures or other actions. These claims have been dismissed either on procedural grounds or as a result of challenges we brought, except in the case of the Ps. 89 million Mexicali claim, for which the Company has filed a separate challenge that is pending resolution. Although no assurance can be given, the Company expects no adverse effects on its consolidated operating results related to this claim.

On June 8, 2005, the Tijuana airport received a second municipal real estate tax claim of Ps. 146,442, similar to municipal claims previously received by this and other airports, as described in above. On September 22, 2005, the municipal authorities ordered the temporary encumbrance of certain of the Tijuana airport's assets totaling Ps. 104,763, because the Tijuana airport did not post a bond with the court as provisional security in connection with this claim. Although the encumbered assets have not affected the operation of the airport, the Company intends to deposit a bond of Ps. 141,770 with the court in place of such encumbered assets, corresponding to an amount agreed to by the municipal authorities, given that the amount of the encumbered assets differed from the original real estate tax claim. The Company anticipates that upon its payment of such bond, the encumbrances will be lifted unconditionally.

b. In 1970, the Mexican Government expropriated a portion of land occupied by the Tijuana Airport, which was a rural property ( Ejido) owned by a group of farmers. The farmers have raised claims against the indemnity payments received from the Mexican Government. One such claim demands reversal of the land expropriation. While such claims are not actually against the Company, a favorable ruling on the return of the land might disrupt the current airport operation. According to the concession terms, access by the Company to land assigned to concessionaires is guaranteed. Therefore, the Company believes, although no assurance can be given, that the Mexican Government would beliable for any operational disruption caused by the farmers and would have to restore the concessionaire rights of use of public property.

c. Federal, state and environmental protection laws regulate the Company's operations. According to these laws, the passing of regulations relating to air and water pollution, environmental impact studies, noise control and disposal of dangerous and non-dangerous material has been considered. The Federal Environmental Protection Agency has the power to impose administrative, civil and criminal penalties against companies violating environmental laws. It is also entitled to close any facilities that do not meet legal requirements.

d. In 2002, the Company settled a dispute with ASA related to administrative services provided to the Company during 1999. As a result of the settlement, the Company recorded a liability of Ps. 64,670 (constant pesos) during 2002, which was ultimately paid to ASA during 2003. The Company considered these fees deductible for fiscal year 2003 and accordingly filed a request with the Mexican Treasury Department to confirm that such tax treatment was appropriate.

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During 2004, the Mexican Treasury Department responded to the request rejecting the criteria for deduction in 2003 proposed by the Company. In 2004, the Company initiated an annulment proceeding. In 2005, the Company received a favorable ruling with respect to the claim of Aguascalientes airport, but received an unfavorable ruling on the claims with respect to the Bajio, Guadalajara, Tijuana, Puerto Vallarta and San Jose del Cabo airports. Although no assurance can be provided, the Company and its legal counsel believe that the matter is likely to be resolved in the Company's favor on appeal.

e. A claim has been filed against the Company by Remaconst, S.A. de C.V. concerning a contract entered into between Remaconst and ASA, the Company's predecessor, in 1992. Remaconst had the right, pursuant to the 1992 contract, to operate the shuttle busses at the Guadalajara International Airport for a period of ten years. At the expiration of the ten-year period, the Guadalajara International Airport terminated the contract. Upon the termination of the contract, Remaconst filed a claim against the Company disputing the termination of the contract on the basis that it had not recovered the investment it made in the shuttle busses pursuant to the terms of the contract during the ten-year period. In September 2005, the trial court ruled in favor of the Company and rejected Remaconst's claim. Remaconst appealed the decision of the trial court, which was decided in the Company's favor in January 2006. Remaconst may initiate proceedings in federal court for final review of the trial and appellate decisions, which were state court decisions. Although the Company believes it is unlikely, if Remaconst were to receivable a favorable ruling against the Company, the Company believes its maximum exposure would not exceed approximately Ps. 110 million.

f. The users of airports, principally airlines, have been subject to increased costs following the September 11 events. Airlines have been required to adopt additional security measures and may be required to comply with more rigorous security guidelines in the future. Because a substantial majority of our international flights involve travel to the U.S., we may be required to comply with security directives of the U.S. Federal Aviation Authority, in addition to the directives of Mexican aviation authorities. The Mexican government, being part of the International Civil Aviation Organization (OACI), indirectly accepted a resolution proposed by OACI related to requiring checked baggage on all commercial flights beginning in January 2006 to undergo a comprehensive screening process. The new process is expected to require the installation of new screening equipment, which we will be required to purchase and operate. We cannot currently estimate the cost to us of compliance with the new screening guidelines. We could be required to undertake significant capital expenditures and ongoing operating expenses to comply with these requirements, which could restrict our liquidity and adversely affect our operating results. In addition, we may be exposed to a higher risk of liability as a result of the requirement that we directly operate this equipment.

16. Information by industry segment

The Company determines and evaluates its airports' individual performances before allocating personnel-related costs and other costs incurred by Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. (SIAP), the subsidiary relating to the Company's senior management. All airports provide similar services to their customers. The following table shows a summary of the Company's financial information by segment as it relates to the Guadalajara, Tijuana, Puerto Vallarta, Los Cabos,

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Hermosillo and Bajio airports. The financial information relating to the remaining six airports, as well as that of SIAP, Pacific Cargo, 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".

	Guadalajara		Tijuana		Puerto Vallarta
September 30, 2005
Total revenues	Ps.	603,671	Ps.	241,454	Ps.	301,577
Income from operations		288,370		59,760		164,252
Interest income (expense)		24,896		3,040		5,077
Income tax expense		92,154		79,494		11,944
Total assets		7,915,603		4,663,667		3,241,497
Total liabilities		57,960		44,385		55,626
Capital expenditures		77,659		16,045		76,687
Buildings, building improvements, machinery and equipment		500,376		244,741		141,745
Other acquired rights		95,041		16,669		318,183
Depreciation and amortization for the year		142,108		91,223		58,897

	Guadalajara		Tijuana			Puerto Vallarta
September 30, 2004 (Unaudited)
Total revenues	Ps.	559,762	Ps.	223,969		Ps.	231,560
Income from operations		258,302		22,921			103,604
Interest income (expense)		22,995		(7,422	)		(2,766	)
Income tax expense		86,509		59,987			43,774
Total assets		8,165,640		4,744,891			3,162,768
Total liabilities		69,179		88,155			84,195
Capital expenditures		207,987		7,007			330,628
Buildings, building improvements, machinery and equipment		410,970		241,898			71,662
Other acquired rights		97,199		17,054			325,568
Depreciation and amortization for the year		134,917		89,789			55,019

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	Los Cabos		Hermosillo		Bajio
September 30, 2005
Total revenues	Ps.	315,887	Ps.	97,856	Ps.	114,691
Income from operations		199,011		33,927		50,440
Interest income (expense)		26,664		4,285		5,376
Income tax expense		63,074		26,177		15,389
Total assets		2,477,175		1,264,085		1,162,848
Total liabilities		48,698		16,944		13,715
Capital expenditures		9,067		18,807		9,558
Buildings, building improvements, machinery and equipment		87,923		76,749		115,301
Other acquired rights		395,379		1,978		—
Depreciation and amortization for the year		42,011		23,962		23,947

	Los Cabos		Hermosillo		Bajio
September 30, 2004 (Unaudited)
Total revenues	Ps.	237,700	Ps.	88,168	Ps.	103,047
Income from operations		129,185		37,738		45,340
Interest income (expense)		15,820		3,381		5,321
Income tax expense		44,067		12,542		15,562
Total assets		2,534,685		1,317,948		1,225,907
Total liabilities		24,339		9,105		12,789
Capital expenditures		1,674		7,017		27,223
Buildings, building improvements, machinery and equipment		86,665		56,240		100,473
Other acquired rights		404,460		2,024		—
Depreciation and amortization for the year		41,539		15,407		22,225

	Other			Eliminations			Total
September 30, 2005
Total revenues	Ps.	829,517		Ps.	(595,168	)	Ps.	1,909,485
Income from operations		550,326			(512,275	)		833,811
Interest income (expense)		(160	)		—			69,178
Income tax expense		48,706			—			336,938
Total assets		26,756,251			(23,699,000	)		23,782,126
Total liabilities		329,302			(339,374	)		227,256
Capital expenditures		66,219			—			274,042
Buildings, building improvements, machinery and equipment		387,356			—			1,554,191
Other acquired rights		1,657			—			828,907
Depreciation and amortization for the year		72,395			—			454,543

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September 30, 2004 (Unaudited)
Total revenues	Ps.	629,705	Ps.	(420,240	)	Ps.	1,653,671
Income from operations		372,579		(335,043	)		634,626
Interest income (expense)		47		—			37,376
Income tax expense		41,527		—			303,968
Total assets		27,237,048		(24,236,737	)		24,152,150
Total liabilities		261,614		(432,311	)		117,065
Capital expenditures		33,401		—			614,937
Buildings, building improvements, machinery and equipment		298,167		—			1,266,075
Other acquired rights		1,696		—			848,001
Depreciation and amortization for the year		54,148		—			413,044

17. Revenue

For presentation purposes, revenues from access fees charged to third party providers of complementary services are classified as airport services.

During the periods ended September 30, 2005 and 2004, the Company charged up to 99.2% and 98.3%, respectively, of the maximum rate.

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Commercial services include services that are not essential for the operation of an airport, such as lease of space to retailers, restaurants and banks. Below is a detail of the Company's revenues for the nine-month periods ended September 30, according to the General Law on Airports and its regulations:

		2005		2004
				(Unaudited)
Regulated revenues
Airport operating services to airlines:
	Landing	Ps.	90,949	Ps.	83,739
	Charges for not canceling extended stay reservations		1,965		1
	Parking on embarking/disembarking platform		65,056		62,574
	Parking on extended stay or overnight platform		12,447		9,724
	Passenger walkways and shuttle buses		16,550		14,720
	Airport security charges		21,821		19,224
Airport real estate services to airlines:
	Leasing of hangars to airlines		9,581		11,054
	Leasing of shops, warehouses and stockrooms to airlines (operating)		2,686		2,748
	Leasing of space and other terminal facilities to airlines within the terminal (operating)		18,755		17,040
	Leasing of land and other surfaces to airlines outside the terminal (operating)		4,018		4,177
	Leasing of check-in desks and other terminal space		12,345		9,046
	Leasing of desks and other terminal space for ticket sale		3,791		5,024
Airport passenger services:
	Domestic passenger charges		625,762		596,150
	International passenger charges		634,631		501,659
	Airport real estate services and rights of access to other operators		10,266		10,327
Complementary services:
	Catering services		9,059		9,156
	Other third-party ramp services rendered to airlines		5,978		5,676
	Traffic and/or dispatch		9,190		8,753
	Fuel supply or removal		2,222		2,680
	Third-party airplane maintenance and repair		211		149

Total regulated revenues included in the maximum rate			1,557,283		1,373,621
Regulated revenues not included in the maximum rate:
	Car parking charges		72,310		65,961
	Recovery of cost over aeronautical services		7,816		7,517
	Recovery of cost over non-aeronautical services		7,427		6,121

Total regulated revenues not included in the maximum rate			87,553		79,599

	Total regulated revenues		1,644,836		1,453,220

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Unregulated revenues:
Commercial concessions ⁽¹⁾ :
	Retail operations			31,050		19,878
	Food and beverages			22,698		20,208
	Duty free			18,222		10,674
	VIP lounges			3,787		1,220
	Financial services			4,246		3,234
	Communications and networks			7,282		6,473
	Car rentals			28,339		24,291
	Advertising			17,643		18,927
	Time sharing			38,848		17,490
	Leasing of space to airlines and other complementary service providers (non-operating)			30,842		30,760
Revenues from sharing of commercial activities ⁽¹⁾ :
	Retail operations			2,959		1,629
	Food and beverages			6,224		3,302
	Duty free			12,421		9,356
	Financial services			242		360
	Communications and networks			203		243
	Car rentals			4,822		2,682
	Advertising			125		169
	Time sharing			933		206
	Others			1,686		1,362
	Access fee for ground transportation			7,319		3,570
	Non-airport access fees			19,228		19,293
	Services rendered to ASA			46		78
	Various commercial-related revenues			5,484		5,046

Total unregulated revenues				264,649		200,451

		Total revenues	Ps.	1,909,485	Ps.	1,653,671

⁽¹⁾: Unregulated revenues are earned based on the terms of the Company's operating lease agreements. Lease agreements are based on either a monthly rent (which generally increases each year based on the NCPI) or the higher of a monthly minimum guaranteed rent or a percentage of the lessee's monthly revenues. Monthly rent and minimum guaranteed rent earned on the Company's operating lease agreements are included under the caption "Commercial concessions" above. Revenues earned in excess of the minimum guaranteed rent are included in the "Revenues from sharing of commercial activities" caption above.

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Future minimum rentals are as follows:

Year		Amount
2005 October – December		Ps.	71,674
2006			242,939
2007			177,373
2008			131,920
2009			101,109
2010			76,070
Thereafter			54,567

	Total	Ps.	855,652

Future minimum rentals do not include the contingent rentals that may be paid under certain commercial leases on the basis of a percentage of the lessee's monthly revenues in excess of the monthly minimum guaranteed rent. Contingent rentals for the nine-month periods ended September 30, 2005 and 2004 are disclosed under the caption "Revenues from sharing of commercial activities" in the tabular detail of revenues above.

18. Cost of services

Cost of services for the nine-month periods ended September 30 is composed of the following:

	2005		2004
			(Unaudited)
Employee costs	Ps.	209,192	Ps.	204,839
Maintenance		73,478		71,179
Safety, security and insurance		64,085		63,558
Utilities		48,968		44,326
Other ⁽¹⁾		62,147		83,897

	Ps.	457,870	Ps.	467,799

⁽¹⁾: This amount was greater in 2004 due to doubtful accounts provision for Allegro and Matrix of Ps. 6,277 and Ps. 16,694, respectively.

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19. Depreciation and amortization

Depreciation and amortization for the nine-months period ended September 30, are composed of the following:

	2005		2004 (Unaudited)
Depreciation	Ps.	76,771	Ps.	71,239
Amortization		377,772		341,805

	Ps.	454,543	Ps.	413,044

20. New accounting principles not yet in effect

The Mexican Board for Financial Information Standard Research and Development ("CINIF") was established in May 2002. Its purpose is to develop, for the benefit of the financial and business communities, financial information standards that are transparent, objective, and reliable, and that serve the objectives of the users of such financial information, as well as investigating, verifying, issuing, and communicating such financial information standards.

Beginning May 2004, the use of Generally Accepted Accounting Principles ("PCGA"), issued by the Mexican Institute of Public Accountants was gradually phased out by the use of Financial Information Standards ("NIF"). NIFs are a set of general regulations issued by the CINIF, which regulate the content of financial information, and which are widely and generally accepted by the financial and business communities.

The CINIF's priority was to review the Mexican Conceptual Framework ("MC") to continue with the convergence process with international regulations issued by the International Accounting Standards Board ("IASB"). The CINIF reviewed and expanded the conceptual grounds that govern financial information preparation, adapting them to the Conceptual Framework for Preparation and Presentation of Financial Statements, issued by the IASB.

As a result of the review by the CINIF, a formal MC was issued, comprising eight standards of the NIF-A series, which were issued on October 31, 2005 and will be in effect on January 1, 2006, as follows:

NIF A-1, Structure of Financial Information Standards , eliminates the current Bulletin A-1 of PCGA and its addendum, defines the structure of NIFs, establishes the general base for NIF development and gives the MC a logical-deductive order.

NIF A-2, Basic Postulates, eliminates current Bulletins A-2 and A-3 of PCGA, reconfigures the accounting information system, establishes the core bases for accounting recognition, ratifies the decision to establish the economic substance concept as an essential postulate and renames the realization principle as accrual accounting.

NIF A-3, User Needs and Financial Statement Objectives, eliminates current Bulletins B-1 and B-2 of PCGA, establishes the objectives, characteristics, and limitations of financial statements of both

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for-profit and non-profit entities, and redefines items related to creditworthiness, liquidity, operating efficiency, financial risk, and profitability.

NIF A-4, Qualitative Characteristics of Financial Statements, eliminates current Bulletins A-5 and A-6 of PCGA, establishes the necessary qualitative characteristics of financial information to meet the needs of financial statement users and ratifies the decision to consider sufficient information and materiality as qualitative characteristics, and not as basic postulates.

NIF A-5, Basic Elements of the Financial Statements, fully eliminates Bulletin A-11 and partially eliminates Bulletin A-7 of PCGA, defines the basic elements of the financial statements and unifies criteria regarding the preparation, analysis, and interpretation of financial information. Among other changes, it defines stockholders' equity, net changes in stockholders' equity, owners' activity, reserves, comprehensive result, resource origin and allocation, and establishes the recycling of other comprehensive profit line items.

NIF A-6, Recognition and Valuation, does not eliminate any PCGA Bulletins, however, it establishes general valuation criteria for initial and subsequent recognition, defines and standardizes relevant economic values. Additionally, it establishes that the terms "restated" and "nominal" are considered as figure amendments, and not value concepts.

NIF A-7, Presentation and Disclosure, eliminates Bulletin A-5 of PCGA, establishes general standards for the presentation and disclosure of financial information included in financial statements and the accompanying notes, establishes the disclosure of the authorized date for issuing financial statements and the name or names of the people who authorized them.

NIF A-8, Supplementary Basis , eliminates Bulletin A-8 of PCGA, establishes the bases to supplement NIFs. If there are no particular NIFs, International Financial Reporting Standards ("IFRS") must be applied as a supplement, and any other standard that complies with the requirements established may also be applied.

NIF B-1, Accounting Changes, eliminates Bulletin A-7 and establishes the treatment of the effects of accounting changes and correction of misstatements.

As of the issue date of these financial statements, the Company has not completed its assessment of these new rules on its financial position and results of operations.

21. Differences between Mexican GAAP and U.S. GAAP

The Company's consolidated financial statements are prepared in accordance with Mexican GAAP, which differ in certain significant respects from U.S. GAAP.

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	For the Nine-Month Periods Ended September 30,
	2005			2004
				(Unaudited)
Reconciliation of net income
Net income according to Mexican GAAP	Ps.	521,225		Ps.	355,858
U.S. GAAP adjustments
(i) Amortization of the cost of airport concessions		295,094			263,623
(ii) Amortization of assets under capital lease ("Rights to use airport facilities" under Mexican GAAP)		(18,997	)		(18,997	)
(iii) Deferred fees for technical assistance services		(13,984	)		(12,214	)
(iv) Recognition of the fair value of embedded derivative instruments		(10,203	)		(34,999	)
(v) Preoperating costs		(2,790	)		(12,415	)
(vi) Legal gain contingency		(11,446	)		—

Total U.S. GAAP adjustments before the effect of deferred income taxes		237,674			184,998
(vii) Deferred income taxes		(79,561	)		(65,876	)

Total U.S. GAAP adjustments		158,113			119,122

Net income according to U.S. GAAP	Ps.	679,338		Ps.	474,980

	At September 30,
	2005			2004
				(Unaudited)
Reconciliation of stockholders' equity
Stockholders' equity according to Mexican GAAP	Ps.	23,554,870		Ps.	24,035,085
U.S. GAAP adjustments
(i) Cost of airport concessions		(16,951,498	)		(17,344,958	)
(ii) Amortization of assets under capital lease ("Rights to use airport facilities" under Mexican GAAP)		(154,084	)		(128,755	)
(iv) Recognition of the fair value of embedded derivative instruments		(55,864	)		(40,927	)
(v) Preoperating costs		(16,871	)		(12,415	)
(vi) Legal gain contingency		(11,446	)		—
(viii) Recoverable income taxes		(85,634	)		(85,634	)

Total U.S. GAAP adjustments before the effects of deferred income taxes		(17,275,397	)		(17,612,689	)

(vii) Deferred income taxes		4,816,058			5,610,227
Total U.S. GAAP adjustments		(12,459,339	)		(12,002,462	)

Stockholders' equity according to U.S. GAAP	Ps.	11,095,531		Ps.	12,032,623

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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			Cumulative Other Comprehensive Income		Total Stockholders' Equity
Balance at January 1, 2004	Ps.	3,055,543	Ps.	16,356	Ps.	8,762,261		Ps.	—	Ps.	11,834,160
Net income (unaudited)		—		—		474,980					474,980
Deferred fees for technical assistance services (unaudited)		—		12,214		—			—		12,214
Dividends (0.515 Pesos per basic share) (unaudited)		—		—		(288,731	)		—		(288,731	)

Balance at September 30, 2004 (unaudited)	Ps.	3,055,543	Ps.	28,570	Ps.	8,948,510		Ps.	—	Ps.	12,032,623

	Common Stock		Additional Paid- in Capital		Retained Earnings			Cumulative Other Comprehensive Income		Total Stockholders' Equity
Balance at January 1, 2005	Ps.	3,055,543	Ps.	30,573	Ps.	8,355,666		Ps.	—	Ps.	11,441,782
Net income		—		—		679,338			—		679,338
Deferred fees for technical assistance services		—		13,984		—			—		13,984
Dividends (1.853 Pesos per basic share)		—		—		(1,039,573	)		—		(1,039,573	)

Balance at September 30, 2005	Ps.	3,055,543	Ps.	44,557	Ps.	7,995,431		Ps.	—	Ps.	11,095,531

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Condensed balance sheets and statements of operations including the aforementioned U.S. GAAP adjustments, as of and for the nine-month periods ended September 30, are as follows:

		At September 30,
		2005		2004
				(Unaudited)
Assets
Current assets:
	Cash and cash equivalents	Ps.	807,724	Ps.	729,897
	Other current assets		562,510		762,257

Total current assets			1,370,234		1,492,154
Buildings, building improvements, machinery and equipment—net			1,537,320		1,253,660
Assets under capital lease—net ("Rights to use airport acilities" under Mexican GAAP)			2,224,433		2,340,901
Deferred income taxes			5,373,702		6,181,224
Other assets			854,272		882,193

Total assets		Ps.	11,359,961	Ps.	12,150,132

Liabilities and stockholders' equity:
	Current liabilities	Ps.	205,091	Ps.	99,507
Total liabilities			264,430		117,509
Common stock			3,055,543		3,055,543
Additional paid-in capital			44,557		28,570
Retained earnings			7,995,431		8,948,510

Total stockholders' equity			11,095,531		12,032,623

Total liabilities and stockholders' equity		Ps.	11,359,961	Ps.	12,150,132

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	For Nine-Month Periods Ended September 30,
	2005			2004
				(Unaudited)
Net revenues	Ps.	1,885,749		Ps.	1,659,155
Cost of services		461,432			480,741
Technical assistance fees		82,370			68,317
Government concession fees		94,875			82,099
Depreciation and amortization		178,446			168,418
Total cost of services		817,123			799,575

Income from operations		1,068,626			859,580
Net comprehensive financing income (expense)		38,035			(5,343	)
Other (expense) income—net		(10,824	)		2,781
Income tax expense		(416,499	)		(382,038	)

Net income	Ps.	679,338		Ps.	474,980

Weighted average number of common shares outstanding		556,792,500			556,792,500
Weighted average number of common shares and common share equivalents		561,000,000			561,000,000
Basic earnings per share (Mexican pesos)	Ps.	1.2201		Ps.	0.8531
Diluted earnings per share (Mexican pesos)	Ps.	1.2109		Ps.	0.8467

(i) Airport concessions

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concessions between the SCT and ASA, there is no value assigned to the airport concessions for purposes of U.S. GAAP.

(ii) Amortization of assets under capital lease (treated as intangible "rights to use airport facilities" under Mexican GAAP)

Accounting for Leases (SFAS No. 13) and Financial Accounting Standards Board Interpretation (FIN) No. 23, Leases of Certain Property Owned by a Governmental Unit or Authority, the rights to use airport facilities meets the criteria related to a capital lease. As the lease is between governmental entities under common control, the related fixed assets must be recorded at the carrying amount of the transferring entity. Additionally, payments for the rights to use airport facilities are based on five percent of annual gross revenues. In accordance with SFAS No. 13, such payments, which depend on a factor directly related to future sales, are considered contingent rentals and are excluded from minimum lease payments in their entirety. Accordingly, no capital lease obligation is recognized for purposes of U.S. GAAP, and the corresponding credit related to the recognition of the assets under capital lease was recorded directly in stockholders' equity.

(iii) Deferred fees for technical assistance services

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Series "B" common stock, provided that AMP has complied with its obligations under the technical assistance agreement. The option is exercisable in three tranches of two percent, two percent and one percent, each tranche exercisable during a two-year period beginning August 25, 2002, August 25, 2003 and August 25, 2004, respectively. The first two tranches were not exercised and expired on August 25, 2004 and August 25, 2005, respectively.

Mexican GAAP does not presently require the recognition of stock based compensation costs.

SFAS No. 123, Accounting for Stock Based Compensation, requires that all transactions in which equity instruments are issued to other than employees in conjunction with the selling of goods or services are to 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.

Under variable accounting, the Company recognized expense and a corresponding addition to additional paid-in capital of Ps. 1,806 for the nine-month period ended September 30, 2004. As the service period over which AMP was required to provide technical assistance to the Company in order to be able to exercise the option was from August 1999 through August 2004, 100% of the compensation cost for the option award was recognized over such period. Accordingly, no additional compensation cost was recognized for the nine-month period ended September 30, 2005. The calculation of the cost related to the award was based on an initial estimated fair value of the option of $23,179 on August 25, 1999, inception of the award, which subsequently fell to $217 at August 25, 2004. The fair value of the award at August 25, 2004, the last measurement date, was based on an independent appraisal, determined using the Monte Carlo model, applying the following assumptions: dividend yields ranging from 1.20% to 2.24%, estimated volatility ranging from 30% to 41%, risk free rates of return ranging from 6.48% to 29.77% and an expected life of three to five years.

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Additional information related to the options outstanding for the nine-month periods ended September 30, is as follows:

	2005				2004 (Unaudited)
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at January 1,	16,830,000		$	3.873	28,050,000		$	3.728
Expired	(11,220,000	)		4.000	(11,220,000	)		3.809

Outstanding at September 30,	5,610,000		$	3.923	16,830,000		$	3.825

The number of shares exercisable at September 30, 2005 and 2004 were 5,610,000 and 16,830,000, respectively, at a weighted-average exercise price of $3.923 and $3,825, respectively. As of September 30, 2005 and 2004, the weighted-average remaining contractual life of the outstanding option was 0.92 and 1.25 years, respectively.

Based on the fact that the five percent of AMP's initial investment held in the trust is forfeitable, subject to compliance with the technical assistance agreement, the Company considers those shares to be compensatory and has recorded the fair value of these compensatory shares in a manner consistent with the stock option, applying variable accounting, resulting in a related expense and corresponding addition to additional paid-in capital of Ps. 13,984 and Ps. 10,408 for the nine-month periods ended September 30, 2005 and 2004, respectively. Such amount is included with the cost of the stock option in the U.S. GAAP reconciliation.

(iv) Recognition of the fair value of embedded derivative instruments

The U.S. dollar foreign currency component of these contracts meet the criteria under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (SFAS No. 133) as

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embedded derivatives. The Company has determined that i) the embedded derivatives are not clearly and closely related to the economic characteristics and risks of the host contracts (lease agreements) and ii) separate, stand-alone instruments with the same terms as the embedded derivative instruments would otherwise qualify as a derivative instruments, thereby requiring separation from the lease agreements and recognition at fair value. Such instruments do not qualify for hedge accounting under SFAS No. 133 and are thereby considered non-hedging derivatives. Accordingly, the embedded derivative should be recorded at fair value in the balance sheet, with changes in such fair value each period recorded to results of operations, classified according to nature of the item to which the embedded derivative instrument is related.

As discussed in Note 3 to the Mexican GAAP financial statements, the Company early adopted the provisions of Mexican GAAP Bulletin C-10 and thus recognized the fair value of embedded derivative instruments during the nine-month period year ended September 30, 2004. The early adoption was recorded as an asset during 2004, with the related charge as a cumulative effect of change in accounting principle (net of income tax and employee statutory profit sharing). Additionally, a gain to net comprehensive financing income for the nine-month period ended September 30, 2004 was recognized for the difference between the cumulative adjustment recorded at January 1, 2004 and the fair value of the embedded derivatives at September 30, 2004.

Accordingly, the following adjustments are included in the reconciliation to U.S. GAAP:

•: For the nine-month period ended September 30, 2004, the Company reversed the cumulative effect of change in accounting principle recorded for Mexican GAAP purposes.
•: Under Mexican GAAP, an embedded derivative asset is generated compared to an embedded derivative liability under U.S. GAAP, based on the differences in the valuation methodologies. Accordingly, as of and for the nine-month periods ended September 30, 2005 and 2004, the Company recorded the difference between the value of the embedded derivatives in the balance sheets under U.S. GAAP and Mexican GAAP as well as the difference between related change in the fair value of the embedded derivatives in the statements of income.
•: Lastly, the change in the fair value of the embedded derivatives under U.S. GAAP is classified as revenues, based on the nature of the item to which the embedded derivative instrument is

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related, while under Mexican GAAP, such amount is included in comprehensive financing income (expense).

A reconciliation of the adjustments made to net income for the recognition of the fair value of embedded derivatives is as follows:

		For the Nine-Month Periods Ended September 30,
		2005			2004
					(Unaudited)
Amount recorded to net income under Mexican GAAP		Ps.	(13,533	)	Ps.	40,483
	Reversal of cumulative effect of change in accounting principle		—			(36,956	)
	Effect for change in fair value of embedded derivatives		(10,203	)		1,957

Total U.S. GAAP adjustments to net income			(10,203	)		(34,999	)

Amount recorded to net income under U.S. GAAP		Ps.	(23,736	)	Ps.	5,484

(v) Preoperating costs

In 2002, the Company established a new subsidiary, Pacifico Cargo, S.A. de C.V. (Pacifico Cargo), which will provide cargo and storage services at certain courier and freight companies at Guadalajara airport. Accordingly, the subsidiary has incurred various costs, including salaries, feasibility and marketing studies, insurance and various legal costs related to the opening the facility as well as internally developed intangible assets inherent in establishing and continuing the operations of the subsidiary. As of September 30, 2005, Pacifico Cargo is still in its preoperating period.

The preoperating expenses related to this subsidiary have been capitalized for Mexican GAAP purposes, in accordance with Bulletin C-8, Intangibles, which permits the capitalization of certain project development costs that fulfill the criteria established for recognition as assets. The capitalized costs will be amortized when the subsidiary starts operations and begins to generate revenue.

As these costs are one-time activities related to the opening of the subsidiary, for purposes of U.S. GAAP, they are considered to be start-up costs, which are expensed in accordance with Statement of Position 98-5, Reporting on the Costs of Start-Up Activities. Additionally, SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), requires that any internally developed intangible assets inherent to the continuity of a business enterprise be recognized as an expense when incurred. Accordingly, for purposes of U.S. GAAP, these costs have been charged directly to results.

(vi) Legal gain contingency

As described in Note 13 to the consolidated Mexican GAAP financial statements, in May 2005 the Company paid a fine to the SCHP for Ps. 11,446 related to its request for refund on the taxes paid on

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dividends. Based on the advice of its legal counsel, the Company determined that such fine had no legal basis and as such, in the Mexican GAAP financial statements, recorded the amount paid as a recoverable asset.

Under U.S. GAAP, such fine is considered a gain contingency. As realization of this amount is not assured beyond a reasonable doubt, recognition as an asset under U.S. GAAP is prohibited. Accordingly, the amount was included in other expenses for the nine months ended September 30, 2005.

(vii) Deferred income taxes

Under Mexican GAAP, the Company recognizes income taxes based on Bulletin D-4, Accounting for Income Taxes, Asset Taxes and Employee Statutory Profit Sharing, which requires the application of a methodology similar to SFAS No. 109, Accounting for Income Taxes (SFAS No. 109).

The deferred tax adjustments required to reconcile net income and stockholders' equity under Mexican GAAP to U.S. GAAP as of and for the nine-month periods ended September, 2005 and 2004 result from the differences in accounting for the cost of airport concessions, amortization of the rights to use airport facilities, recognition of the fair value of embedded derivative instruments and the effect of preoperating costs, as explained in previous paragraphs.

For U.S. GAAP purposes, there is no accounting basis for the airport concessions. However, a tax basis exists for Mexican statutory tax purposes, which results in an increase to the long-term deferred tax asset related to concessions. Additionally, because of the difference in the amortization rates of land for purposes of U.S. GAAP and Mexican GAAP, a different book basis exists under each set of accounting principles, thereby decreasing the long-term deferred tax asset recorded for Mexican GAAP purposes. The net effect was an increase to the deferred tax asset of Ps. 4,795,518 and Ps. 5,593,156 as of September 30, 2005 and 2004 and a related charge to net income of Ps. 83,356 and Ps. 81,047 for the nine-month periods ended September 30, 2005 and 2004.

As there is no tax basis for embedded derivatives for Mexican statutory purposes, a deferred tax effect is generated based on the accounting value of the embedded derivative. Due to the difference in the valuation methodologies, an embedded derivative asset is generated under Mexican GAAP compared to a liability under U.S. GAAP. Accordingly, the U.S. GAAP reconciliation includes an amount to adjust the deferred tax liability under Mexican GAAP to a deferred tax asset that results for U.S. GAAP purposes.

Under both Mexican GAAP and U.S. GAAP, the change in the deferred tax asset resulting from the effects of accounting for inflation is recorded as a component of income tax expense.

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A reconciliation of the net deferred income tax asset from Mexican GAAP to U.S. GAAP and the composition of the net deferred income tax asset under U.S. GAAP at September 30 are as follows:

			2005			2004
						(Unaudited)
Reconciliation of deferred income tax asset:
Net deferred income tax asset under Mexican GAAP			Ps.	682,369		Ps.	711,273
	Effect of cost of airport concessions			4,751,505			5,552,121
	Effect of amortization of assets under capital lease ("rights to use airport facilities" under Mexican GAAP)			44,013			41,035
	Effect of embedded derivatives			15,811			13,097
	Effect of preoperating costs			4,729			3,973

Total U.S. GAAP adjustments to net deferred income tax asset				4,816,058			5,610,226

Net deferred income tax asset under U.S. GAAP			Ps.	5,498,427		Ps.	6,321,499

Composition of net deferred income tax asset:
Current assets (liabilities):
	Airport concessions		Ps.	124,487		Ps.	140,238
	Embedded derivative instruments			238			38

		Total current assets—net	Ps.	124,725		Ps.	140,276

Non-current assets (liabilities):
	Airport concessions and assets under capital lease ("rights to use airport facilities" under Mexican GAAP)		Ps.	5,016,021		Ps.	5,995,088
	Embedded derivative instruments			9,182			105
	Tax loss carryforwards			124,150			11,127
	Recoverable tax on assets			707,021			545,836
	Trade accounts receivable			9,350			10,872
	Preoperating costs			4,729			3,973
	Valuation allowance for recoverable IMPAC paid			(458,124	)		(374,651	)
	Valuation allowance for tax loss carryforwards			(38,627	)		(11,127	)

		Total non-current assets—net	Ps.	5,373,702		Ps.	6,181,223

		Total net deferred income tax asset	Ps.	5,498,427		Ps.	6,321,499

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A reconciliation of the Mexican statutory tax rate to the Company's effective tax rate under U.S. GAAP is as follows:

	For the Nine-Month Periods Ended September 30,
	2005	2004
		(Unaudited)
Statutory rate	30%	33%
Effect of permanent differences	1%	1%
Effects of inflation	1%	(1)%
Valuation allowance	6%	12%

Effective rate	38%	45%

As set forth in the table above, the primary reason for the decrease in the effective rate from 45% in 2004 to 38% in 2005 is the change in the valuation allowance for recoverable IMPAC and net tax loss carryforwards.

(viii) Recoverable income taxes

As discussed in Note 13 to the consolidated Mexican GAAP financial statements, in 2002 the Company paid dividends, which generated Ps. 85,634 of income tax that was paid by the Company in 2002. As of December 31, 2002, the Company recorded a deferred tax asset for the income taxes paid, as the amount can be used to offset future income tax payable.

Under U.S. GAAP, the recoverable income tax asset is considered a gain contingency. As realization is not assured beyond a reasonable doubt, recognition as an asset under U.S. GAAP is prohibited. Accordingly, for the year ended December 31, 2002, the recognition of the deferred tax asset of Ps. 85,634 is eliminated, resulting in a reconciling item in the reconciliation of stockholders' equity as of September 30, 2005 and 2004.

(ix) Employee statutory profit sharing

Under U.S. GAAP, employee statutory profit sharing is recorded as a component of operating costs. Accordingly, this difference, which does not affect net income (loss) for U.S. GAAP purposes, would decrease income tax expense and increase operating costs by Ps. 772 and Ps. 527 for the nine-month periods ended September 30, 2005 and 2004, respectively.

F-113

Additional disclosure requirements

Under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS No. 115), temporary investments and marketable securities with original maturities greater than 90 days are considered to be investments classified as either held-to-maturity, available-for-sale or trading, included in current or long-term assets as appropriate. As the securities held by the Company are purchased principally for the purpose of selling them in the near term, they are classified as trading securities in accordance with SFAS No. 115 and are included in current assets. Accordingly, investments of Ps. 61,047 and Ps. 231,117 are classified as other current assets, separate from cash and cash equivalents, in the U.S. GAAP condensed balance sheet and in the cash flow statement, at September 30, 2005 and 2004, respectively.

(b) Fair value of financial instruments: SFAS No. 107, Disclosures About Fair Value of Financial Instruments requires disclosure of fair value information about financial instruments whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Financial instruments include such items as cash and cash equivalents, marketable securities (reclassified to other current assets for purposes of U.S. GAAP), accounts receivable, accounts payable and embedded derivative instruments.

F-114

The Company's short-term investments (as reclassified to other current assets under U.S. GAAP) consist of bonds. The fair value of these instruments was determined using quoted market prices.

The fair value of the Company's embedded derivative instruments was determined based on the mark-to-market value.

(c) Comprehensive income: SFAS No. 130, Reporting Comprehensive Income, requires companies to report, in addition to net income, all other changes in their equity during a period resulting from transactions and other events and circumstances from nonowner sources, including all changes in equity during a period except those from investments by owners and distributions to owners. As the Company did not generate changes in equity from nonowner sources, the Company's comprehensive income for the nine-month periods ended September 30, 2005 and 2004 includes solely the net income of those respective periods.

(d) Earnings per share according to U.S. GAAP: In accordance with SFAS No. 128, Earnings Per Share, 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 Company's stock option as well as forfeitable five percent of AMP's shares held in the trust. All weighted average number of common shares outstanding and potential common shares include the effects of the one for 28.55583444 reverse stock split (see Note 22.b).

Diluted earnings per share for the nine-month periods ended September 30, 2005 and 2004 includes 4,207,500 equivalent shares from the forfeitable shares, which are considered to be contingently issuable under SFAS No. 128, and thereby are included in the calculation of diluted EPS until such time as the contingency is resolved.

The option to purchase 5,610,000 and 16,830,000 shares of common stock as of September 30, 2005 and 2004, respectively, at a price of $3.923 and $3.825, respectively, were not included in the computation of diluted EPS for the nine-month periods ended September 30, 2005 and 2004 because the effect of such option would be anti-dilutive.

F-115

The computation and reconciliation of basic and diluted earnings per share for the nine-month periods ended September 30, prepared in accordance with U.S. GAAP, are as follows:

	2005		2004
			(Unaudited)
Numerator
Net income under U.S. GAAP	Ps.	679,338	Ps.	474,980

Denominator (share amounts)
Weighted average number of common shares outstanding		556,792,500		556,792,500
Dilutive effects of stock option		—		—
Dilutive effects of forfeitable shares		4,207,500		4,207,500

Total potential dilutive shares		561,000,000		561,000,000

Basic earnings per share	Ps.	1.2201	Ps.	0.8531

Diluted earnings per share	Ps.	1.2109	Ps.	0.8467

(e) Supplemental cash flow information: Under Mexican GAAP, 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.

For U.S. GAAP purposes, the Company has provided a statement of cash flows in accordance with SFAS No. 95, Statement of Cash Flows, which presents only cash movements, excluding the effects of inflation, and requires that additional information related to non-cash investing and financing

F-116

transactions and other events be provided separately. Presented below are statements of cash flows of the Company in accordance with U.S. GAAP for the nine-month periods ended September 30:

		2005			2004
					(Unaudited)
Operating activities:
Net income under U.S. GAAP		Ps.	679,338		Ps.	474,980
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization		178,446			168,418
	Provision for seniority premiums		67			67
	Deferred fees for technical assistance services		13,984			12,214
	Embedded derivatives		23,736			(5,484	)
	Deferred income taxes		184,746			167,821
	Changes in operating assets and liabilities:
	Trade accounts receivable		1,696			50,583
	Short-term marketable securities		182,493			(77,373	)
	Recoverable taxes and other current assets		(15,194	)		22,437
	Recoverable tax on assets		(140,298	)		(139,217	)
	Recoverable income taxes		6,222			15,949
	Government concession fees		(11,869	)		(9,439	)
	Accounts payable and other		25,540			24,633
	Due to Aeropuertos Mexicanos del Pacifico, S.A. de C.V., related party		6,630			3,939
	Income tax, asset tax and employee statutory profit sharing payable		(1,630	)		(20,004	)
	Deposits received		5,311			11,846
	Loss from monetary position		23,069			55,921

Net cash provided by operating activities			1,162,287			757,291
Cash flows used in investing activities:
	Buildings improvements, machinery and equipment		(266,574	)		(176,467	)
	Other acquired rights		—			(424,470	)
	Others assets		(4,678	)		(1,585	)

Net cash used in investing activities			(271,252	)		(602,522	)
Cash flows used in financing activities—Dividend payments			(1,039,573	)		(288,731	)

Effects of inflation accounting			(6,881	)		(22,191	)

Decrease in cash and cash equivalents			(155,419	)		(156,153	)
Cash and cash equivalents at beginning of period			963,143			886,050

Cash and cash equivalents at end of period		Ps.	807,724		Ps.	729,897

Supplemental cash disclosures:
	Cash paid for income tax and asset tax	Ps.	361,166		Ps.	369,291

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(g) Valuation and qualifying accounts:

Description		Balance at beginning of year		Additions charged to costs and expenses		Inflation effects		Deductions		Balance at end of Year
Allowance for doubtful accounts
	September 2005	Ps.	38,322	Ps.	2,280	Ps.	—	Ps.	3,309	Ps.	37,293
	September 2004 (Unaudited)		15,261		25,285		420		1,303		39,663

Recently issued accounting standards (U.S. GAAP)

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2005), Share-Based Payments or SFAS No. 123(R). This statement eliminates the option to apply the intrinsic value measurement provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees to stock compensation awards issued to employees. Rather, SFAS No. 123(R) requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award—the requisite service period (usually the vesting period). SFAS No. 123(R) applies to all awards granted after the required effective date and to awards modified, repurchased, or cancelled after that date. SFAS No. 123(R) will be effective for our fiscal year ending December 31, 2006. The Company does not believe the effect of the future adoption of SFAS No. 123(R) will have a material impact on its financial position, results of operations or cash flows.

In December 2004, the FASB issued SFAS No. 153, Exchange of Nonmonetary Assets—an amendment of APB Opinion No. 29 or SFAS No. 153, which amends APB Opinion No. 29, Accounting for Nonmonetary Transactions to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. SFAS No. 153 is effective for nonmonetary asset exchanges occurring after January 1, 2006. The Company does not anticipate that the adoption of this statement will have a material effect on its financial position, results of operations or cash flows.

In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS No. 154). SFAS No. 154 requires retrospective application to prior periods' financial statements of changes in accounting principles, unless impracticable. The statement defines retrospective application as the application of a different accounting principle to prior accounting periods as if that principle had always been used and redefines restatement as the revising of previously issued financial statements to reflect the correction of an error. SFAS No. 154 also requires that retrospective application of a change in accounting principle be limited to the direct effects of the change. Indirect effects of a change in accounting principle should be recognized in the period of the accounting change. The new standard is effective for accounting changes made in fiscal years beginning after December 15, 2005. The Company will adopt the provisions of SFAS No. 154, as applicable, beginning January 1, 2006 and does not anticipate that the

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adoption of this standard will have a material effect on our consolidated financial position, results of operations or cash flows.

At the September 29 and 30, 2004 and November 17 and 18, 2004 Emerging Issues Task Force (the "Task Force") meetings, the Task Force discussed EITF 04-10, Determining Whether to Aggregate Operating Segments That Do Not Meet the Quantitative Thresholds (EITF 04-10). EITF 04-10 concludes that a company, when determining if operating segments that do not meet the quantitative thresholds of SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information (SFAS No. 131) should be aggregated, may aggregate such operating segments only if aggregation is consistent with the objective and basic principle of SFAS No. 131, that they have similar economic characteristics, and that the segments share a majority of the aggregation criteria listed in (a) through (e) of paragraph 17 of SFAS No. 131. The consensus in EITF 04-10 should be applied for fiscal years ending after September 15, 2005. The Company does not anticipate that the application of this consensus will affect the presentation or aggregation of our operating segments.

22. Subsequent events

a.

On December 23, 2005, the San Jose del Cabo airport received a municipal real estate tax claim of Ps. 12,246, similar to municipal tax claims previously received by other airports, as discussed in Note 15.a above. The Company intends to take similar legal action against this claim as it has done at its other airports. In addition, on January 25, 2006, the Company entered into a line of credit which provides for the issuance of letters of credit up to an aggregate amount of Ps. 300,000 with a financial institution in order to guarantee all amounts claimed by the municipal authorities at its airports. As of February 2, 2006, there are no outstanding borrowings against such line of credit. However, until the credit line expires in 2009, the Company's airport subsidiaries are subject to certain financial covenants, including, among others, the requirement to (i) maintain a consolidated tangible net worth (defined as stockholders' equity less intangible assets (including the Company's concessions) and reserves for inflationary effects, in each case under Mexican GAAP) of at least Ps. 2.1 billion, (ii) maintain a free and unencumbered cash reserve equal to the amount due on any outstanding letters of credit and (iii) earn consolidated annual EBITDA of at least Ps. 1.0 billion. The Company expects a letter of credit of approximately U.S.$14 million to be issued in the near future under this credit line with respect to the Tijuana airport.

b.

During an Extraordinary General Stockholders' Meeting held on February 2, 2006, the stockholders approved the following:

(i): the conversion of all outstanding variable common stock into fixed common stock so that as of such date, all outstanding common stock of the Company will be represented by fixed capital; and
(ii): a 1-for-28.55583444 reverse stock split of the Company's outstanding common stock, reducing the number of shares outstanding at such date from 16,019,823,119 shares to 561,000,000 shares. All share, per share and option data in the accompanying consolidated financial statements and notes to the consolidated financial statements have been retroactively restated to reflect the reduction in the number of shares outstanding resulting from the reverse stock split for all periods presented.

* * * * * *

F-119

Until , all dealers that effect transactions in these securities, whether or not participating in this global offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to its unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers.

Under Mexican law, when an officer or director of a corporation acts within the scope of his authority, the corporation will answer for any resulting liabilities or expenses. In addition, the stockholders of the Registrant have expressly resolved that the Registrant will indemnify and hold harmless each director and officer of the Registrant against liabilities incurred in connection with the offering of the securities registered under this Registration Statement. The Registrant also maintains a directors' and officers' insurance policy covering all its directors and certain of its executive officers.

Item 7. Recent Sales of Unregistered Securities.

On April 30, 2004, the Registrant held an extraordinary shareholders meeting and converted its Series A shares into Series B shares, which represent 85% of the capital stock of the Registrant.

The Registrant believes that the issuance of shares in these transactions were exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof.

On February 2, 2006 the Registrant effected a reverse stock split in which one new share of capital stock was issued in exchange for each outstanding 28.5558 shares of capital stock. The Registrant believes that the issuance of shares in this transaction was exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof.

Item 8. Exhibits and Financial Statement Schedules.

(a) Exhibits:

Exhibit No.		Description
1.1		Form of Underwriting Agreement.
3.1	*	Amended and Restated Bylaws (Estatutos Sociales) of the Registrant, English translation.
4.1	*	Specimen certificate of Series B shares, English translation.
4.2		Form of Deposit Agreement among the Registrant, 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.
5.1		Opinion of Ritch Mueller, S.C., Mexican counsel to the Registrant, as to the validity of the Series B shares.
9.1	**	Trust Agreement among the Registrant, AMP, and Bancomext, English translation.
10.1	**	Amended and Restated Guadalajara Airport Concession Agreement and annexes thereto, English translation and a schedule highlighting the differences between this concession and the Registrant's other concessions.

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10.2	**	Participation Agreement and Amendment No. 1 thereto among the Registrant, the Mexican Federal Government through the Ministry of Communications and Transportation, Nacional Financiera, S.N.C. ("NAFIN"), Grupo Aeroportuaria del Pacifico, S.A. de C.V., Servicios a la Infraestructura Aeroportuaria del Pacifico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajio, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Morelia, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San Jose del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacifico Angeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., Grupo Empresarial Angeles, S.A. de C.V., Bancomext, and Aeropuertos y Servicios Auxiliares ("Mexican Airport and Auxiliary Services Agency"), English translation.
10.3	**	Technical Assistance and Transfer of Technology Agreement among the Registrant, Servicios a la Infraestructura Aeroportuaria del Pacifico, S.A. de C.V., Aeropuerto de Aguascalientes, S.A. de C.V., Aeropuerto del Bajio, S.A. de C.V., Aeropuerto de Guadalajara, S.A. de C.V., Aeropuerto de Hermosillo, S.A. de C.V., Aeropuerto de La Paz, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Manzanillo, S.A. de C.V., Aeropuerto de Mexicali, S.A. de C.V., Aeropuerto de Los Mochis, S.A. de C.V., Aeropuerto de Puerto Vallarta, S.A. de C.V., Aeropuerto de San Jose del Cabo, S.A. de C.V., Aeropuerto de Tijuana, S.A. de C.V., AMP, AENA, Aeropuerto del Pacifico Angeles, S.A. de C.V., Inversora del Noroeste, S.A. de C.V., Grupo Dragados, S.A., and Grupo Empresarial Angeles, S.A. de C.V., English translation.
10.4	**	Stock Option Agreement between the Registrant and AMP, English translation.
10.5	**	Stockholders' Agreement among the Registrant, NAFIN, AMP, Bancomext, and the Mexican Federal Government through the Ministry of Communications and Transportation, English translation.
10.6	**	Stock Purchase Agreement between the Registrant, the Mexican Federal Government through the Ministry of Communications and Transportation and AMP, English translation.
21.1	**	List of subsidiaries of the Registrant.
23.1		Consent of Galaz, Yamazaki, Ruiz Urquiza, S.C., member firm of Deloitte Touche Tohmatsu.
23.2		Consent of Ritch Mueller, S.C. (included in Exhibit 5.1).
23.3		Consent of Cleary Gottlieb Steen & Hamilton LLP.
24.1	**	Powers of Attorney (included in the signature pages to the registration statement).
99.1		Consent of Eduardo Sanchez Navarro Redo
99.2		Consent of Francisco Glennie y Graue
99.3		Consent of Jose Manuel Rincon Gallardo Puron.

*: To be filed by amendment.
**: Previously filed.

(b) Financial Statement Schedules:

All supplementary schedules relating to the Registrant are omitted because they are not required or because the required information, where material, is contained in the Consolidated Financial Statements or Notes thereto.

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Item 9. Undertakings.

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(4) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting, agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

(5) The Registrant will provide to the Underwriters at the closing specified in the Underwriting Agreement ADRs in such denominations and registered in such names as required by the Underwriters to permit prompt delivery to each purchaser.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in Guadalajara, Mexico on February 16, 2006.

		GRUPO AEROPORTUARIO DEL PACIFICO, S.A. DE C.V.
		By:	/s/ CARLOS FRANCISO DEL RIO CARCANO Carlos Francisco del Rio Carcano Director General

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on February 16, 2006 in the capacities indicated:

Signatures		Title

* Carlos Francisco del Rio Carcano		Director and Chief Executive Officer (Principal Executive Officer)
/s/ RODRIGO GUZMAN PERERA Rodrigo Guzman Perera		Chief Financial Officer (Principal Financial Officer)
/s/ RODRIGO GUZMAN PERERA Rodrigo Guzman Perera		Director—Financial Reporting and Accounting (Principal Accounting Officer)
Ernesto Velasco Leon		Chairman and Director
Aaron Dychter Poltolarek		Director
* Rodolfo Salgado Leyva		Director
* Agustin Arellano Rodriguez		Director

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Ricardo Albarran Campillo		Director
Jose Luis Fernandez Bueno		Director
* Demetrio Ullastres Llorente		Director
* Jaime de la Rosa Montes		Director
* Javier Marin San Andres		Director
* Francisco Javier Fernandez Carbajal		Director
Juan Manuel Mancilla Leal		Director
* Donald Puglisi		Authorized Representative in the United States

*By:

/s/ RODRIGO GUZMAN PERERA

Rodrigo Guzman Perera
as attorney-in-fact

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QuickLinks

Exhibit 1.1

269,523,910

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

Shares of Series B Common Stock (without par value)

in the form of American Depositary Shares or series B shares

UNDERWRITING AGREEMENT

[ Insert date ], 2006

CREDIT SUISSE SECURITIES (USA) LLC (“ CS ”)

Citigroup Global Markets, Inc.

Deutsche Bank Securities Inc.

Santander Investment Securities, Inc.

C/O CREDIT SUISSE SECURITIES (USA) LLC

As Representative (“ Representative ”) of the Several Underwriters listed in Schedule A,

Eleven Madison Avenue,

New York, N.Y. 10010-3629

Dear Sirs:

1. Introductory . Nacional Financiera, S.N.C., a Mexican national credit institution and development bank acting solely in its capacity as trustee and not in its individual capacity (in such capacity, the “ Selling Stockholder ”) of the trust established under the Contrato de Fideicomiso No. 5118-4 dated August 24, 1999, and amended on November 17, 2000 (the “ Trust ”), pursuant to the instructions of the Mexican Secretaría de Comunicaciones y Transporte (“ SCT ”), proposes to sell to the several Underwriters named in Schedule A hereto (the “ Underwriters ”) an aggregate of 269,523,910 outstanding series B shares of common stock without par value (the “ Firm Securities ”) of Grupo Aeroportuario del Pacífico, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (the “ Company ”), in the form of American Depositary Shares (the “ ADSs ”) or series B shares (the “ series B shares ,” and generally with ADSs, the “ Securities ”) and also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 40,428,590 additional Securities (the “ Optional Securities ”) as set forth in this Underwriting Agreement (the “ Agreement ”). The ADSs are to be evidenced by American Depositary Receipts (the “ ADRs ”) issued pursuant to a Deposit Agreement (the “ Deposit Agreement ”) to be entered into among the Company, The Bank of New York, as Depositary (the “ Depositary ”), and the holders from time to time of the ADRs issued thereunder. Each reference herein to

an ADR shall include the corresponding ADS, and vice versa. Each ADS represents 10 series B shares of common stock.

It is understood that the Selling Stockholder and the Company are concurrently entering into a Mexican underwriting agreement dated the date hereof (the “ Mexican Purchase Agreement ”) with Acciones y Valores de México, S.A. de C.V., Casa de Bolsa, Grupo Financiero Banamex (“ Accival ”) and [ • ] (“[ • ]” and together with [ • ], the “ Mexican Selling Group ”), providing for the concurrent offer and sale of series B shares without par value (the “ Mexican Securities ”) in the United Mexican States (the “ Mexican Offering ”). Pursuant to an agreement (the “ Selling Agreement ”) entered into as of this date among the Representative and the members of the Mexican Selling Group, the Mexican Selling Group has agreed to offer and cause to be sold the Mexican Securities in the United Mexican States on the terms provided therein. The Firm Securities, the Optional Securities and the Mexican Securities are herein collectively called the “ Offered Securities .” The offering of the Offered Securities, whether in the form of ADSs or otherwise, contemplated by this Agreement and the Mexican Offering are collectively referred to herein as the “ Global Offering .” It is further understood that (a) the allocation of Offered Securities among the several Underwriters and the Mexican Selling Group shall be determined by the Representative, after consultation with Accival and subject to the reasonable approval of the Selling Stockholder, and (b) to the extent any Mexican Securities are not actually sold and paid for at the First Closing Date (as defined below) in the United Mexican States pursuant to the Mexican Purchase Agreement, such Mexican Securities not so sold or paid for will be purchased by the Underwriters on the terms and conditions set forth herein and such shares shall, upon such occurrence and without need to amend this agreement, be and be deemed to be included within the definition of Firm Securities for all purposes related hereto.

The Representative is acting as global coordinator, international lead manager and sole manager of the registry of stock purchase proposals (“ bookrunner ”) for the Global Offering.

The Selling Stockholder and the Company hereby agree with the several Underwriters as follows:

2. Representations and Warranties of the Company and the Selling Stockholder . (A) The Company represents and warrants to, and agrees with, the several Underwriters that:

(a) A registration statement on Form F-1 (No. 333-131220) relating to the Offered Securities, including a form of prospectus, has been filed with the Securities and Exchange Commission (the “ Commission ”) and either (i) has been declared effective under the Securities Act of 1933, as amended (the “ Act ”) and is not proposed to be amended or (ii) is proposed to be amended by amendment or post-effective amendment. If such registration statement (the “ initial registration statement ”) has been declared effective, either (i) an additional registration statement (the “ additional registration statement ”) relating to the Offered Securities may have been filed with the Commission pursuant to Rule 462(b) (“ Rule 462(b) ”) under the Act and, if so filed, has become effective upon filing pursuant to such Rule and the Offered Securities all have been duly registered under the Act pursuant to the initial registration statement and, if applicable, the additional registration statement or (ii) such an additional registration statement is proposed to be filed with the Commission pursuant to Rule 462(b) and will become effective upon filing pursuant to such Rule and upon such filing the Offered Securities will all have been duly registered under the Act pursuant to the initial registration statement and such additional registration statement. If the Company does not propose to amend the initial registration statement or if an additional

registration statement has been filed and the Company does not propose to amend it, and if any post-effective amendment to either such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent amendment (if any) to each such registration statement has been declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c) (“ Rule 462(c) ”) under the Act or, in the case of the additional registration statement, Rule 462(b). For purposes of this Agreement, “ Effective Time ” with respect to the initial registration statement or, if filed prior to the execution and delivery of this Agreement, the additional registration statement means (i) if the Company has advised the Representative that it does not propose to amend such registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or has become effective upon filing pursuant to Rule 462(c), or (ii) if the Company has advised the Representative that it proposes to file an amendment or post-effective amendment to such registration statement, the date and time as of which such registration statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. If an additional registration statement has not been filed prior to the execution and delivery of this Agreement but the Company has advised the Representative that it proposes to file one, “ Effective Time ” with respect to such additional registration statement means the date and time as of which such registration statement is filed and becomes effective pursuant to Rule 462(b). “ Effective Date ” with respect to the initial registration statement or the additional registration statement (if any) means the date of the Effective Time thereof. The initial registration statement, as amended at its Effective Time, including all information contained in the additional registration statement (if any) and deemed to be a part of the initial registration statement as of the Effective Time of the additional registration statement pursuant to the General Instructions of the Form on which it is filed and including all information (if any) deemed to be a part of the initial registration statement as of its Effective Time pursuant to Rule 430A(b) (“ Rule 430A(b) ”) under the Act, is hereinafter referred to as the “ Initial Registration Statement ”. The additional registration statement, as amended at its Effective Time, including the contents of the initial registration statement incorporated by reference therein and including all information (if any) deemed to be a part of the additional registration statement as of its Effective Time pursuant to Rule 430A(b), is hereinafter referred to as the “ Additional Registration Statement ”. The Initial Registration Statement and the Additional Registration Statement are hereinafter referred to collectively as the “ Registration Statements ” and each individually as a “ Registration Statement ”. “ Registration Statement ” without reference to a time means the Registration Statement as of its Effective Time. “ Registration Statement ” as of any time means the initial registration statement and any additional registration statement in the form then filed with the Commission, including any amendment thereto and any prospectus deemed or retroactively deemed to be a part thereof that has not been superseded or modified. For purposes of the previous sentence, information contained in a form of prospectus or prospectus supplement that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Registration Statement as of the time specified in Rule 430A. “ Statutory Prospectus ” as of any time means the prospectus included in the Registration Statement immediately prior to that time, including any prospectus deemed to be a part thereof that has not been superseded or modified. For purposes of the preceding sentence, information contained in a form of prospectus that is deemed retroactively to be a part of the Registration Statement pursuant to Rule 430A shall be considered to be included in the Statutory Prospectus as of the actual time that form of prospectus is filed with the

Commission pursuant to Rule 424(b) (“ Rule 424(b) ”) under the Act. “ Prospectus ” means the Statutory Prospectus that discloses the public offering price and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act. “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus,” as defined in Rule 433 (“ Rule 433 ”) under the Act , relating to the Offered Securities in the form filed or required to be filed with the Commission or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g). “ General Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is intended for general distribution to prospective investors, as evidenced by its being specified in a schedule to this Agreement. “ Limited Use Issuer Free Writing Prospectus ” means any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing Prospectus. “ Applicable Time ” means [ • ]:00 [a/p]m (Eastern time) on the date of this Agreement.

(b) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (i) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all respects to the requirements of the Act and the rules and regulations of the Commission (“ Rules and Regulations ”) and did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact and did not omit, or will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading and (iii) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement, each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact or omits, or will omit, to state any material fact required to be stated therein or necessary to make the statements therein, and, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: (i) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations, (ii) neither of such documents will include any untrue statement of a material fact or will omit to state any material fact required to be stated therein or necessary to make the statements therein, and, in the case of the Prospectus, in light of the circumstances under which they were made, not misleading, and (iii) no Additional Registration Statement has been or will be filed. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(c) (i) At the time of filing the Registration Statement and (ii) at the date of this Agreement, the Company was not and is not an “ineligible issuer,” as defined in Rule 405 (“ Rule 405 ”) under the Act, including (x) the Company or any other subsidiary in the preceding three years not having been convicted of a felony or misdemeanor or having been made the subject of a judicial or administrative decree or order as described in Rule 405 and (y) the Company in the preceding three years not having been the subject of a bankruptcy petition or insolvency or similar proceeding, not having had a registration statement be the subject of a proceeding under Section 8 of the Act and not being the subject of a proceeding under Section 8A of the Act in connection with the offering of the Offered Securities, all as described in Rule 405.

(d) As of the Applicable Time, neither (i) the General Use Issuer Free Writing Prospectus(es) issued at or prior to the Applicable Time and the Statutory Prospectus all considered together (collectively, the “ General Disclosure Package ”), nor (ii) any individual Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any prospectus included in the Registration Statement or any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(e) Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies CS as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, (i) the Company has promptly notified or will promptly notify CS and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

(f) The prospectus filed with the Comisión Nacional Bancaria y de Valores (“ CNBV ”) in the United Mexican States (“ Mexican Prospectus ”) does not and will not, as of the date of the Mexican Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make

the statements therein, in light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Mexican Prospectus based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(g) (A) A registration statement in respect of the ADSs on Form F-6 (No. 333-131287) has been filed with the Commission and is effective pursuant to the Rules and Regulations (such registration statement, including all exhibits thereto, at the time it became effective, being hereinafter referred to as the “ F-6 Registration Statement ”); (B) no stop order suspending the effectiveness of the F-6 Registration Statement has been issued and no proceeding for that purpose has been instituted or threatened by the Commission; and (C) the F-6 Registration Statement (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto) complies or will comply, as the case may be, in all material respects with the Act.

(h) The Company has been duly incorporated and is an existing sociedad anónima de capital variable under the laws of the United Mexican States, with power and authority (corporate and other) to own its properties and conduct its business as described or contemplated in the Prospectus; and the Company is duly qualified to do business in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification.

(i) Other than the subsidiaries listed in the Prospectus, the Company has no “subsidiaries” as that term is defined in Regulation S-X under the Act; each subsidiary of the Company has been duly incorporated and is an existing sociedad anónima de capital variable under the laws of the jurisdiction of its incorporation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully subscribed to, paid for and nonassessable, constituting acciones liberadas under applicable Mexican law, are free and clear of any liens, encumbrances, claims or defects and is owned by the Company, directly or through subsidiaries, free from liens, encumbrances, claims and defects.

(j) The Company has an authorized capitalization as expressly set forth in the Prospectus; the Offered Securities and all other outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully subscribed to, paid for and nonassessable, constituting acciones liberadas under applicable Mexican law, are free and clear of any liens, encumbrances or claims, and conform to the description thereof contained in the Prospectus; the stockholders of the Company have no preemptive rights or further payment obligations with respect to any securities of the Company, including the Securities; and, except as expressly described in or expressly contemplated by the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company or any of the Company’s subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options.

(k) Except for the Mexican Purchase Agreement or as expressly disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment in connection with this offering.

(l) Except for the Participation Agreement, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Act, the Mexican Ley del Mercado de Valores (the “ Mexican Securities Market Law ”) or any other applicable securities law with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to a Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act, the Mexican Securities Market Law or any other applicable securities legislation.

(m) The Company has filed an application to list the ADSs on the New York Stock Exchange, and has received notification that the listing has been approved, subject to official notice of issuance of the ADSs, and has filed all applications to list the Series B Shares on the Bolsa Mexicana de Valores, S.A. de C.V. (the “ Mexican Stock Exchange ”) and has received notification that the listing has been approved; the Company has successfully registered the Shares in the Securities Section ( Sección de Valores ) and in the Special Section ( Sección Especial ) of the National Registry of Securities ( Registro Nacional de Valores ).

(l) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required to be obtained or made by the Company for the consummation of the transactions contemplated by this Agreement, the Mexican Purchase Agreement and the Deposit Agreement in connection with the sale of the Offered Securities, except such as have been obtained and made under (A) the Act and such as may be required under state securities laws, or (B) the Mexican securities laws and regulations, all of which are in full force and effect.

(m) Except as disclosed in the Prospectus, under current laws and regulations of the United Mexican States and any political subdivision thereof, all after corporate tax dividends and other distributions declared and payable on the Offered Securities may be paid by the Company in Mexican pesos that may be converted into foreign currency and freely transferred out of the United Mexican States and, other than as expressly set forth in the Prospectus, all such payments made to holders thereof who are non-residents of the United Mexican States will not be subject to income, withholding or other taxes under laws and regulations of the United Mexican States or any political subdivision or taxing authority thereof or therein and will otherwise be free and clear of any other tax, duty, withholding or deduction in the United Mexican States or any political subdivision or taxing authority thereof or therein and without the necessity of obtaining any governmental authorization in the United Mexican States or any political subdivision or taxing authority thereof or therein.

(n) Neither the Company, nor any of the Company’s subsidiaries is, nor with the giving of notice or lapse of time or both, would be, in violation of or in default under (A) their respective estatutos sociales (“ by-laws ”), (B) the Concessions (as defined below), or (C) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company,

or any of the Company’s subsidiaries, is a party or by which any of them or any of their respective properties is bound, except in the case of clauses (B) or (C) for such violations or defaults which, individually or in the aggregate, are not reasonably likely to have a material adverse effect on the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole (“ Material Adverse Effect ”). For the avoidance of doubt, neither the Company, nor any of the Company’s subsidiaries is, nor with the giving of notice or lapse of time or both, would be, in violation of or in default under the Concessions (as defined below) to the extent that such violation of or default under such Concessions would result in revocation of the Concessions.

(o) The execution, delivery and performance of this Agreement, the Mexican Purchase Agreement and the Deposit Agreement and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of the by-laws of the Company or any subsidiary of the Company. The execution, delivery and performance of this Agreement, the Mexican Purchase Agreement and the Deposit Agreement and the consummation of the transactions herein and therein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any subsidiary of the Company or any of their properties, or any agreement or instrument to which the Company or any such subsidiary is a party or by which the Company or any such subsidiary is bound or to which any of the properties of the Company or any such subsidiary is subject (including, but not limited to, the agreements or instruments pursuant to which the Company holds its Concessions (as defined below)), except for such breaches, violations or defaults which individually or in the aggregate are not reasonably likely to have a Material Adverse Effect.

(p) The Company has full power and authority to execute and deliver this Agreement, the Deposit Agreement and all other documents and instruments to be executed and delivered by the Company hereunder and thereunder and to perform and observe the provisions hereof and thereof on its part to be performed or observed, which powers have not been limited, modified or revoked.

(q) This Agreement has been duly authorized, executed and delivered by the Company and, when executed by the Selling Stockholder and the Representative, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability hereof may be limited by concurso mercantil , bankruptcy, suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement hereof is subject to general equity principles.

(r) Upon the First Closing Date (as defined below), the Deposit Agreement will have been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery thereof by the Depositary, will constitute a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability thereof may be limited by concurso mercantil , bankruptcy, suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement thereof is subject to general equity principles. Upon the deposit of the Offered Securities with the Depositary (or the

custodian named in the Deposit Agreement (“ Mexican Custodian ”) pursuant to the Deposit Agreement in accordance with the terms thereof against issuance of ADRs representing the ADSs, all right, title and interest in such series B shares, subject to the Deposit Agreement, will be transferred to the Depositary or its nominee, as the case may be, free and clear of all liens, encumbrances or claims; upon delivery by the Depositary of the ADRs evidencing ADSs against deposit of the series B shares in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued, and the persons in whose names the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement free and clear of all liens, encumbrances or claims. The Deposit Agreement and the ADRs conform in all material respects to the descriptions thereof contained in the Prospectus.

(s) The Company, through its subsidiaries, holds valid concessions to operate, maintain and develop twelve airports in the United Mexican States in the following locations: Guadalajara, Jalisco; Tijuana, Baja California; Puerto Vallarta, Jalisco; San José del Cabo, Baja California Sur; Hermosillo, Sonora; Silao, Guanajuato; Morelia, Michoacan; La Paz, Baja California Sur; Aguascalientes, Aguascalientes; Mexicali, Baja California; Los Mochis, Sinaloa; and Manzanillo, Jalisco (each, a “ Concession ” and together, the “ Concessions ”). The Concessions are currently and have at all times since their granting been in full force and effect and no proceedings to revoke, suspend or lapse the effectiveness of the Concessions are pending before or, to the best of the Company’s knowledge, threatened by any Mexican federal, state, local or other governmental authority. The Concessions will expire in 2048, but may be renewed for an additional 50-year term. The Concessions, and the Company’s and its subsidiaries’ rights deriving therefrom are free and clear of any liens and encumbrances. The Concessions were granted to certain of the Company’s subsidiaries in accordance with applicable law.

(t) Except as disclosed in the Prospectus, each of the Company and its subsidiaries has good and marketable title to all items of real property and good and marketable title to all personal property owned by it that are material to the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances and defects except such as are described or referred to in the Prospectus or such as do not materially affect the value of such property and do not interfere in any material respect with the use made or proposed to be made of such property by the Company or a subsidiary of the Company; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, existing and enforceable leases with such exceptions as are not material and do not interfere in any material respect with the use made or proposed to be made of such property and buildings by the Company or its subsidiaries and no default on the part of the Company or its subsidiaries has occurred or is continuing thereunder, which might result in any material adverse change in the business, prospects, financial condition or results of operation of the Company and its subsidiaries taken as a whole.

(u) Except as described in the Prospectus, each of the Company and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations (except where failure to own, possess or obtain such licenses, permits, certificates, consents, orders, approvals and other authorizations would not reasonably be expected to have a Material Adverse Effect from, and has made all declarations and filings with, all federal, state, local and other governmental authorities (including foreign regulatory agencies), all self-regulatory organizations and all courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the

date hereof and as described in the Prospectus (except that which would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries taken as a whole), and neither the Company, nor any such subsidiary has received any notice of any proceeding relating to revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization; each of the Company and its subsidiaries is in compliance in all material respects with the Concessions and all laws and regulations relating to the conduct of its business as conducted as of the date hereof and as described in the Prospectus.

(v) No labor dispute with the employees of the Company or any subsidiary exists or, to the knowledge of the Company, is threatened, that is reasonably likely to have a Material Adverse Effect.

(w) The Company and its subsidiaries own, possess, license or can acquire on reasonable terms, all material trademarks, trade names and other rights to inventions, know-how, patents, copyrights, confidential information and other intellectual property (collectively, “ intellectual property rights ”) necessary to conduct the business now operated by them, and have not received any notice of infringement of or conflict with asserted rights of others with respect to any intellectual property rights that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect.

(x) Except as disclosed in the Prospectus, neither the Company nor any of its subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “ environmental laws ”), operates any real property contaminated with any substance that is subject to any environmental laws, is liable for any off-site disposal or contamination pursuant to any environmental laws, or is subject to any claim relating to any environmental laws, which violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim.

(y) The Company and its subsidiaries have not violated any applicable federal, state or local law or regulation relating to the protection of human health and safety, except as set forth or contemplated in the Prospectus or as would not have a Material Adverse Effect on the Company or any of its subsidiaries.

(z) Except as disclosed in the Prospectus, there are no pending or, to the best of the Company’s knowledge, any threatened or contemplated legal or governmental actions, suits or proceedings against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determined adversely to the Company or any of its subsidiaries, would individually or in the aggregate have a Material Adverse Effect, or would materially and adversely affect the ability of the Company or any of its subsidiaries to perform its obligations under this Agreement, the Mexican Purchase Agreement, the Deposit Agreement, or any of the Concessions, or which are otherwise material in the context of the sale of the Offered Securities.

(aa) The Company and its subsidiaries have not, nor to the best knowledge of the Company, has any director or officer, any agent, employee or other person associated with or acting on behalf

of the Company or its subsidiaries, used any of the funds of the Company or its subsidiaries for any contribution, gift, entertainment or other expense relating to political activity in contravention of any applicable law, made any direct or indirect payment to any foreign or domestic government official or employee in contravention of any applicable law from any of the funds of the Company or its subsidiaries, or made any bribe, rebate, payoff influence payment, kickback or other unlawful payment in contravention of any applicable law, including the U.S. Foreign Corrupt Practices Act to the extent it is applicable.

(bb) The Company and its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary by Mexican companies in the businesses in which they are engaged; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue their businesses at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

(cc) Except as disclosed in the Prospectus, each of the Company and its subsidiaries has filed federal, state, local tax returns, reports and other information, which have been required to be filed and has timely paid all taxes and other assessments of a similar nature (whether imposed directly or through withholding), including any interest, additions to tax or penalties applicable thereto, shown thereon and otherwise due and all such returns, reports or other information were true, complete and correct in all material respects when filed and there is no tax deficiency that has been asserted against the Company or its subsidiaries that would have a Material Adverse Effect on the Company and its subsidiaries taken as a whole; except as disclosed in the Prospectus, the Company and its subsidiaries have adequately reserved for any material tax liability; and the Company and its subsidiaries have the right to seek indemnity to the extent provided in the Participation Agreement ( Contrato de Participación ) dated August 25, 1999 by and among SCT, NAFIN, the Company and its concessionary subsidiaries, and Aeropuertos Mexicanos del Pacífico, S.A. de C.V. (“ AMP ”) and its partners as to certain matters addressed therein.

(dd) The financial statements included in each Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates shown and their results of operations and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United Mexican States and contain all required reconciliations to U.S. generally accepted accounting principles, in each case applied on a consistent basis; the schedules included in each Registration Statement present fairly the information required to be stated therein, the statistical information and data set forth in the Prospectus (and any amendment or supplement thereto), including, but not limited to, passenger numbers, and the breakdown thereof between domestic and international passengers is, in all material respects, accurately presented and prepared on a basis consistent with the books and records of the Company.

(ee) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock or short-term debt for borrowed money in an aggregate amount in excess of U.S.$500,000 or its equivalent in any other currency or long-term debt of the Company and its subsidiaries on a consolidated basis, nor any

material adverse change, nor any development or event involving a prospective material adverse change, in the financial position, business, properties or results of operations of the Company and its subsidiaries taken as a whole, and, except as disclosed in or contemplated by the Prospectus, since the date as of which the information is given in the Prospectus neither the Company nor any of the Company’s subsidiaries has entered into any transaction or agreement (whether or not in the ordinary course of business) material to the Company or its subsidiaries, taken as a whole, which is required to be described or included as an exhibit to the Registration Statement; and there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its capital stock.

(ff) The Company and each of its subsidiaries makes and keeps accurate books and records and maintains a system of internal accounting controls in accordance with applicable law and sufficient to provide reasonable assurance that (A) transactions are executed in accordance with management’s general or specific authorizations; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with the generally accepted accounting principles in the United Mexican States and to maintain asset accountability; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(gg) Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu, and Mancera Ernst & Young, a member of Ernst & Young Global, who have certified the financial statements of the Company and its consolidated subsidiaries, are independent public accountants with respect to the Company and its consolidated subsidiaries, within the meaning and as required by the Act and within the meaning of the published rules and regulations of the Mexican Institute of Public Accountants.

(hh) The Company is not and, after giving effect to the offering and sale of the Offered Securities and the application of the proceeds thereof as described in the Prospectus, will not be an “investment company” as defined in the Investment Company Act of 1940.

(ii) The Company has not taken nor will it take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of any of the securities of the Company including the Offered Securities or the ADSs.

(jj) To ensure the legality, validity, enforcement or admissibility into evidence in a legal or administrative proceeding in the United Mexican States of each of this Agreement and the Deposit Agreement, it is not necessary that this Agreement or the Deposit Agreement be filed or recorded with any court or other authority prior to enforcement in the United Mexican States or that any registration tax, stamp duty or similar tax be paid in the United Mexican States on or in respect of any of this Agreement or the Deposit Agreement other than court costs, including (without limitation) filing fees and deposits to guarantee judgment required by a Mexican court of law, and except that in the event that any legal proceedings are brought to the courts of the United Mexican States, a Spanish translation of this Agreement, the Deposit Agreement and any other documents required in such proceedings would have to be approved by the Mexican court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents.

(kk) Except as otherwise expressly set forth in the Prospectus, no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to the United Mexican States or any political subdivision or taxing authority thereof or therein in connection with (A) the deposit of the Offered Securities with the Depositary against issuance of ADRs evidencing the ADSs to be sold to the Underwriters; (B) the sale of the Offered Securities to the Underwriters in the manner contemplated herein; or (C) the sale and delivery outside the United Mexican States by the Underwriters of the Offered Securities to the initial purchasers thereof (other than the income of any Underwriter whose net income is subject to tax in the United Mexican States).

(ll) The Company has validly and irrevocably submitted to the personal jurisdiction of any state or Federal court in the Borough of Manhattan, The City of New York, New York, has validly and irrevocably waived any objection to the venue of a proceeding in any such court and the Company has validly and irrevocably appointed [CT Corporation System] as its authorized agent for service of process.

(mm) The Company and its subsidiaries have no immunity from jurisdiction of any court of (A) any jurisdiction in which they own or lease property or assets, (B) the United States or the State of New York or (C) the United Mexican States or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to themselves or their property and assets (it being understood that the public domain assets that are the subject of the Concessions are not assets of the Company) or this Agreement or the Deposit Agreement or actions to enforce judgments in respect thereof.

(nn) No relationship, direct or indirect, exists between the Company or any of the Company’s subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company or its subsidiaries on the other hand, which is required by the Act to be described in the Registration Statement and the Prospectus which is not so described.

(oo) The Company was not a passive foreign investment company (“ PFIC ”) or a “controlled foreign corporation” as such terms are defined in the U.S. Internal Revenue Code of 1986, as amended, for its taxable year ended December 31, 2004 and, based on the Company’s current and projected income, assets and activities, the Company does not expect to be classified as a PFIC for any subsequent taxable year.

(pp) As of the date hereof and through each Closing Date, neither the Company nor any of its subsidiaries is an empresa de participación estatal mayoritaria pursuant to the Ley Federal de las Entidades Paraestatales or subject to the Ley de Obras Públicas y Servicios Relacionados con las Mismas and the Ley de Adquisiciones, Arrendamientos y Servicios del Sector Público and their corresponding regulations.

(qq) Other than as expressly set forth in the financial statements and in the Prospectus, there are no agreements, contracts, arrangements or any other relationship, obligation, payment due or liability by and between the Mexican government or any Mexican governmental entity, on the one hand, and the Company or its subsidiaries on the other hand. The Company is entitled to seek

indemnity from the Mexican government to the extent specified under the caption “Business-Environmental Matters” in the Prospectus.

(rr) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”).

(tt) The Company and each of its subsidiaries is in material compliance with applicable Mexican and U.S. anti-terrorism and anti-money laundering rules and regulations, including Title III of the USA Patriot Act, the regulations administered by the U.S. Department of the Treasury, including the OFAC, and other applicable Mexican and U.S. federal, state or non-U.S. anti-money laundering laws and regulations (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company, threatened.

(uu) The Technical Assistance and Transfer of Technology Agreement ( Contrato de Asistencia Técnica y Transferencia de Tecnología ) dated August 25, 1999 by and between the Company and its concessionary subsidiaries on the one hand and AMP and its partners on the other, is a valid and legally binding agreement of each of the parties thereto, enforceable against each party in accordance with its terms, and no event of default has occurred and is continuing with respect to any party thereof.

(vv) Except as provided for in the Participation Agreement ( Contrato de Participación ) dated August 25, 1999 by and among SCT, NAFIN, the Company and its concessionary subsidiaries, and AMP and its partners, t he Company’s capital stock issued in a public offering may be 100% owned by non-Mexican persons, and any applicable approvals or authorizations required for such foreign ownership have been obtained and are currently in effect.

(ww) The Company is in compliance with any surviving obligation binding upon it pursuant to the Mexican government’s privatization protocols and documents, including but not limited to the General Guidelines for the Opening to Investment in the Mexican Airport System, as published in the Official Gazette of the Federation on February 9, 1998, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the Company is not in noncompliance with any surviving obligation binding upon it pursuant to the Mexican government’s privatization protocols and documents, including but not limited to the General Guidelines for the Opening to Investment in the Mexican Airport System, as published in the Official Gazette of the Federation on February 9, 1998, to such extent that such noncompliance would cause a reversal of or nullify the privatization of the Company.

(xx) There is and has been no failure on the part of the Company or, to the knowledge of the Company, any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes-Oxley Act ”) applicable to the Company as of the date hereof.

(B) The Selling Stockholder, acting solely in its capacity as trustee, represents and warrants to, and agrees with, the several Underwriters that:

(a) The Selling Stockholder has and on each Closing Date hereinafter mentioned will have valid and unencumbered title to the Offered Securities to be delivered by the Selling Stockholder on such Closing Date and full right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities to be delivered by the Selling Stockholder on such Closing Date hereunder; and upon the delivery of and payment for the Offered Securities on each Closing Date hereunder the several Underwriters will acquire valid and unencumbered title to the Offered Securities to be delivered by the Selling Stockholder on such Closing Date. Upon the deposit of series B shares with the Depositary (or the Mexican Custodian) pursuant to the Deposit Agreement in accordance with the terms thereof against issuance of ADRs representing the ADSs, all right, title and interest in such series B shares, subject to the Deposit Agreement, will be transferred to the Depositary or its nominee, as the case may be, free and clear of all liens, encumbrances or claims, subject to the Deposit Agreement; and upon delivery of the ADRs and payment therefor pursuant hereto, good and valid title to such ADRs, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

(b) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement: (A) on the Effective Date of the Initial Registration Statement, the Initial Registration Statement conformed in all respects to the requirements of the Act and the Rules and Regulations and did not include any untrue statement of a material fact or omit to state any material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, required to be stated therein or necessary to make the statements therein not misleading, (B) on the Effective Date of the Additional Registration Statement (if any), each Registration Statement conformed, or will conform, in all respects to the requirements of the Act and the Rules and Regulations and did not include, or will not include, any untrue statement of a material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, and did not omit, or will not omit, to state any material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, required to be stated therein or necessary to make the statement therein not misleading, and (C) on the date of this Agreement, the Initial Registration Statement and, if the Effective Time of the Additional Registration Statement is prior to the execution and delivery of this Agreement, the Additional Registration Statement each conforms, and at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Date of the Additional Registration Statement in which the Prospectus is included, each Registration Statement and the Prospectus will conform, in all respects to the requirements of the Act and the Rules and Regulations, and neither of such documents includes, or will include, any untrue statement of a material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, or omits, or will omit, to state any material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, required to be stated therein or necessary to make the statements therein not misleading. If the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement: on the Effective Date of the Initial Registration Statement, the Initial Registration Statement and the Prospectus will conform in all respects to the requirements of the Act and the

Rules and Regulations, neither of such documents will include any untrue statement of a material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, or will omit to state any material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, required to be stated therein or necessary to make the statements therein not misleading. The two preceding sentences do not apply to statements in or omissions from a Registration Statement or the Prospectus based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b).

(c) The Mexican Prospectus filed with the CNBV in the United Mexican States does not and will not as of the date of the Mexican Prospectus and any amendment or supplement thereto, contain any untrue statement of a material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, or omit to state any material fact with respect to any information relating to the Selling Stockholder, or furnished by or on the behalf of the Selling Stockholder, required to be stated therein or necessary to make the statements therein not misleading. The preceding sentence does not apply to statements in or omissions from the Mexican Prospectus based upon written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

(d) Except for the Mexican Purchase Agreement and as expressly disclosed in the Prospectus, there are no contracts, agreements or understandings between the Selling Stockholder and any person that would give rise to a valid claim against the Company or any Underwriter for a brokerage commission, finder’s fee or other like payment.

(e) The Trust is a valid fideicomiso under the laws of the United Mexican States pursuant to the trust agreement dated August 24, 1999, as amended, (“ NAFIN Trust Agreement ”) entered into by and between the Selling Stockholder, as trustee and settlor, and the Federal Government of the United Mexican States; the Selling Stockholder is duly incorporated and validly existing as a sociedad nacional de crédito under the laws of the United Mexican States, has been duly authorized to act as trustee of the Trust and has power and authority to own and sell the Offered Securities and to enter into this Agreement and the Mexican Purchase Agreement; the Selling Stockholder is the record and lawful owner of all of the Offered Securities to be sold by such Selling Stockholder and has good and valid title to such Offered Securities, free and clear of any liens, encumbrances, security interests, claims, rights of first refusal, tag along, warrants, options to acquire or other similar rights (including preemptive rights) other than holding the Offered Securities pursuant to, and in accordance with, the NAFIN Trust Agreement, and exercising the rights and powers contained therein, as a stockholder of the Company generally, and as Selling Stockholder in the Global Offering; the Selling Stockholder has not conducted or caused the Trust to conduct any other business or activity and (other than as disclosed in the Prospectus) is not a party to any agreement and has not incurred any liability, including indebtedness for borrowed money; the NAFIN Trust Agreement constitutes, with respect to the Offered Securities, an irrevocable trust that is legal, valid and binding under the laws of the United Mexican States, enforceable against the parties thereto in accordance with its terms, except as enforceability thereof may be limited by concurso mercantil , bankruptcy, suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement

of creditors’ rights and except as enforcement thereof is subject to general equity principles; the NAFIN Trust Agreement is in full force and effect as of this date.

(f) This Agreement has been duly authorized, executed and delivered by the Selling Stockholder and, when executed by the Company and the Representative, will constitute valid and legally binding agreements of the Selling Stockholder, enforceable against the Selling Stockholder in accordance with its terms, except as enforceability hereof may be limited by concurso mercantil , bankruptcy, suspension of payments, insolvency, fraudulent transfer, reorganization moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement hereof is subject to general equity principles; and the Selling Stockholder’s representatives have sufficient power and authority to represent the Selling Stockholder under the terms of this Agreement.

(g) The Selling Stockholder is not, nor with the giving of notice or lapse of time or both would be, in violation of or in default under its constituent and related documents (including the NAFIN Trust Agreement), or any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder or any of their properties or assets of the Trust is bound, including, without limitation, the NAFIN Trust Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Selling Stockholder or any of its properties, or any agreement or instrument to which the Selling Stockholder is a party or by which the Selling Stockholder is bound or to which any of the properties of the Selling Stockholder is subject, or the charter or by-laws of the Selling Stockholder.

(h) All consents, approvals, authorizations and orders necessary for the execution and delivery by the Selling Stockholder of this Agreement, for the sale and delivery of the series B shares to be sold by the Selling Stockholder hereunder, in the form of ADSs or otherwise, and for the performance by the Selling Stockholder of its obligations hereunder (including any such consents, approvals, authorizations and orders as may be required under the NAFIN Trust Agreement) have been obtained and are in full force and effect; and the Selling Stockholder has full right, power and authority to enter into this Agreement to sell and deliver the series B shares to be sold hereunder, in the form of ADSs or otherwise.

(i) The Offered Securities to be sold hereunder and under the Mexican Purchase Agreement may be freely deposited by the Selling Stockholder with the Depositary against issuance of ADRs evidencing ADSs; and the Offered Securities to be sold hereunder and under the Mexican Purchase Agreement are freely transferable by the Selling Stockholder to the Underwriters in the manner contemplated in this Agreement and the Mexican Purchase Agreement.

(j) The Selling Stockholder has not taken nor will it take, directly or indirectly, any action designed to, or that might reasonably be expected to, cause or result in stabilization or manipulation of the price of the Offered Securities or the ADSs.

(k) The Selling Stockholder has validly and irrevocably submitted to the personal jurisdiction of any state or Federal court in the Borough of Manhattan, The City of New York, New York, has validly and irrevocably waived any objection to the venue of a proceeding in any such court and the Selling Stockholder has validly and irrevocably appointed [CT Corporation System] as its authorized agent for service of process.

(l) The Selling Stockholder has no immunity from jurisdiction of any court of (A) any jurisdiction in which it owns or leases property or assets, (B) the United States or the State of New York or (C) the United Mexican States or any political subdivision thereof or from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property and assets or this Agreement or actions to enforce judgments in respect thereof.

(m) As of the date hereof and through each Closing Date, the Trust is not an empresa de participación estatal mayoritaria pursuant to the Ley Federal de las Entidades Paraestatales or subject to the Ley de Obras Públicas y Servicios Relacionados con las Mismas and the Ley de Adquisiciones, Arrendamientos y Servicios del Sector Público and their corresponding regulations.

(n) To ensure the legality, validity, enforcement or admissibility into evidence in a legal or administrative proceeding in the United Mexican States of this Agreement, it is not necessary that this Agreement be filed or recorded with any court or other authority in the United Mexican States or that any registration tax, stamp duty or similar tax be paid in the United Mexican States on or in respect of this Agreement other than court costs, including (without limitation) filing fees and deposits to guarantee judgment required by a Mexican court of law; provided, that in the event that any legal proceedings are brought in the courts of the United Mexican States, a Spanish translation of this Agreement and any other documents required in such proceedings would have to be approved by the Mexican court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents.

(o) The persons signing this Agreement and other certificates and documents contemplated or delivered under, or ancillary to any of the foregoing on behalf of the Selling Stockholder have the necessary powers of attorney, which powers have not been limited, modified or revoked, which have been granted in accordance with the Selling Stockholder’s Organic Law ( Ley Orgánica de Nacional Financiera ) and the Selling Stockholder’s Internal Organic Regulations ( Reglamento Orgánico de Nacional Financiera, Sociedad Nacional de Crédito, Institución de Banca de Desarrollo ) currently in effect.

3. Purchase, Sale and Delivery of Offered Securities . On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholder, at a purchase price of $[ • ] per ADS, the respective numbers of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election.

The Selling Stockholder will deliver at the office of Shearman & Sterling LLP the Firm Securities to the Representative for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CS drawn to the order of [ • ], at 10:00 A.M., New York time, on [ • ] , or at such other time not later than seven full business days thereafter as CS and the Selling Stockholder determine, such time being herein referred to as the “ First Closing Date ”. For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934 (the “ Exchange Act ”), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. The certificates for the Firm Securities so to be delivered will be in definitive form, in such denominations and registered in such names as CS requests and will be made available for checking and packaging at the above office of Shearman & Sterling LLP at least 24 hours prior to the First Closing Date.

In addition, upon written notice from CS given to the Company and the Selling Stockholder from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. All or any part of the Firm Securities that the Underwriters may elect to purchase may be delivered in the form of ADSs or Series B Shares at the Underwriter’s election. The Selling Stockholder agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter’s name bears to the total number of shares of Firm Securities (subject to adjustment by CS to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by CS to the Selling Stockholder.

Each time for the delivery of and payment for the Optional Securities, being herein referred to as an “ Optional Closing Date ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “ Closing Date ”), shall be determined by CS but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Selling Stockholder will deliver the Optional Securities being purchased on each Optional Closing Date to the Representative for the accounts of the several Underwriters, against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to CS drawn to the order of [ • ], at the above office of [ • ]. The certificates for the Optional Securities being purchased on each Optional Closing Date will be in definitive form, in such denominations and registered in such names as CS requests upon reasonable notice prior to such Optional Closing Date and will be made available for checking and packaging at the above office of Shearman & Sterling LLP at a reasonable time in advance of such Optional Closing Date.

Payment for the Firm Securities or the Optional Securities, as the case may be, shall be net of any applicable taxes and fees to be paid and costs and expenses to be reimbursed to the Underwriters under Section 5 hereof.

4. Offering by Underwriters . It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus.

5. Certain Agreements of the Company and the Selling Stockholder . (A) The Company agrees with the several Underwriters and the Selling Stockholder that:

(a) The Company has filed or will file each Statutory Prospectus pursuant to and in accordance with Rule 424(b)(1) (or, if applicable, subparagraph (4)) not later than the second business day following the earlier of the date it is first used or the date of this Agreement. The Company has complied and will comply with Rule 433.

(b) If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Company will file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by CS, subparagraph (4)) of Rule 424(b) not later than the earlier of (A) the second business day following the execution and delivery of this Agreement or (B) the fifteenth business day after the Effective Date of the Initial Registration Statement.

The Company will advise CS promptly of any such filing pursuant to Rule 424(b). If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement and an additional registration statement is necessary to register a portion of the Offered Securities under the Act but the Effective Time thereof has not occurred as of such execution and delivery, the Company will file the additional registration statement or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and in accordance with Rule 462(b) on or prior to 10:00 P.M., New York time, on the date of this Agreement or, if earlier, on or prior to the time the Prospectus is printed and distributed to any Underwriter, or will make such filing at such later date as shall have been consented to by CS.

(c) The Company will advise CS promptly of any proposal to amend or supplement the initial registration statement, any additional registration statement or the F-6 Registration Statement, as filed, or the related prospectus or the Initial Registration Statement, the Additional Registration Statement (if any) or any Statutory Prospectus and will not effect such amendment or supplementation to which CS reasonably objects; and the Company will also advise CS promptly of the effectiveness of each Registration Statement (if its Effective Time is subsequent to the execution and delivery of this Agreement) and the F-6 Registration Statement and of any amendment or supplementation of a Registration Statement or any Statutory Prospectus and of the institution by the Commission of any stop order proceedings in respect of a Registration Statement or the F-6 Registration Statement and will use its reasonable best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued.

(d) If, at any time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be required to be) delivered under the Act in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company and the Selling Stockholder will promptly notify CS of such event and will

promptly prepare and file with the Commission, at the expense of the Selling Stockholder, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance, and the Company shall furnish, at the expense of the Selling Stockholder, to the Underwriters and to the dealers (whose names and addresses the Representative shall furnish to the Company) to which the Offered Securities may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon an Underwriter’s reasonable request, such amendments or supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will comply with any applicable U.S. or Mexican laws. Neither CS’s consent to, nor the Underwriters’ delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 7.

(e) As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Date of the Initial Registration Statement (or, if later, the Effective Date of the Additional Registration Statement) which will satisfy the provisions of Section 11(a) of the Act. For the purpose of the preceding sentence, “ Availability Date ” means June 30, 2007.

(f) The Company will furnish to the Representative copies of each Registration Statement ( (1) of which will be signed and will include all exhibits), each related preliminary prospectus, and, so long as a prospectus relating to the Offered Securities is required to be delivered under the Act in connection with sales by any Underwriter or dealer, the Prospectus and all amendments and supplements to such documents, in each case in such quantities as CS requests. The Prospectus shall be so furnished on or prior to 3:00 P.M., New York time, on the business day following the later of the execution and delivery of this Agreement or the Effective Time of the Initial Registration Statement. All other documents shall be so furnished as soon as available. The Selling Stockholder will pay the expenses of printing and distributing to the Underwriters all such documents.

(g) The Company will use reasonable efforts to arrange for the qualification of the Offered Securities for sale under the laws of such jurisdictions as CS reasonably requests and will continue to use reasonable efforts to maintain such qualifications in effect so long as required for the distribution of the Offered Securities, provided , that the Company shall not be required to file a general consent to service of process in any jurisdiction other than as specifically required hereunder and under the Deposit Agreement.

(g) If at any time within three years of this Agreement the Company ceases to be subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act to file reports with the Commission on the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system, the Company will furnish to the Representative and, upon request, to each of the other Underwriters, as soon as practicable after the end of each fiscal year, a copy of its annual report to stockholders for such year; and the Company will furnish to the Representative as soon as

(1) Number to include one copy for each Representative and one copy for counsel for the Underwriters.

available, a copy of each report and any definitive proxy statement of the Company filed with the Commission under the Securities Exchange Act of 1934 or mailed to stockholders.

(h) All payments to be made by the Company hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

(i) Except as required pursuant to the Option Agreement dated August 25, 1999 between the Company and AMP, for the period specified below (“ Lock-Up Period ”), the Company will not, and will cause each person or entity contracted by it not to, (A) offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, or file with the Commission a registration statement under the Act relating to, any additional shares of its Securities or securities convertible into or exchangeable or exercisable for any shares of its Securities, (B) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of its Securities whether any such aforementioned transaction in (A) or (B) is to be settled by delivery of its Securities or such other securities, in cash or otherwise, or (C) publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or enter any such transaction, swap, hedge or other arrangement, without the prior written consent of CS and Accival. The Lock-Up Period will commence on the date of this Agreement and continue for 180 days after the date of the commencement of the public offering of the Securities or such earlier date that CS consents to in writing.

(j) The Company shall not (and shall cause its affiliates to not) take, directly or indirectly, any action that is designed to or that constitutes or that might reasonably be expected to cause or result in stabilization or manipulation of the price of any Securities.

(k) The Company shall complete and file, as soon as practical after the date of the initial public offering, with the appropriate Mexican governmental authorities, such forms, documents or information prescribed by law, rule or regulation in effect in the United Mexican States that are necessary to register any direct owner of the Offered Securities that is a foreign owner of such Offered Securities, including the Depositary with respect to Offered Securities represented by ADSs.

(B) The Selling Stockholder agrees with the several Underwriters and the Company that:

(a) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Selling Stockholder shall pay or cause to be paid all costs and expenses (including fees and disbursements of counsel to the Company and the Selling Stockholder) incident to the performance of the obligations of the Company and the Selling Stockholder hereunder, and the qualification of the Offered Securities for sale under the laws of such jurisdictions as CS designates including, without limiting the generality of the foregoing, all costs and expenses (A) incident to the preparation, issuance, registration, transfer, execution and delivery of the Offered Securities; (B) incident to establishing a depositary receipt program (including the costs and expenses of the preparation and execution of the Deposit Agreement,

depositing the Offered Securities under the Deposit Agreement, and including, without limitation, any capital, stamp or any other tax, stamp or duty, or brokerage, deposit or other fee payable in connection with the deposit of the Offered Securities with the Depositary and the issuance of ADRs to the Underwriters, and the fees and expenses, including fees and disbursements of counsel, of the Depositary and any custodian appointed under the Deposit Agreement); (C) incident to the preparation, printing and filing under the Act of any Registration Statement, any Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto) or under the Mexican Securities Market Law of any Mexican Prospectus and any preliminary prospectus (including in each case all exhibits, amendments and supplements thereto); (D) in connection with the listing of the Offered Securities on The New York Stock Exchange and the Mexican Stock Exchange; (E) related to the filing with, and clearance of the offering by, the NASD; (F) related to the filing with the CNBV and registration in the Securities Section and in the Special Section of the National Registry of Securities, and clearance of the public offering by the CNBV and (G) in connection with the printing (including word processing and duplication costs) and delivery of this Agreement and the furnishing to the Underwriters and dealers of copies of the Registration Statement and the Prospectus, including mailing and shipping, as herein provided (excluding fees and disbursements of counsel); (H) in connection with a “road show” presentation to potential investors and other marketing efforts; (I) in connection with any offer and sale of the Offered Securities, including filing fees; (J) in connection with the cost of preparing stock and ADR certificates; (K) in connection with the cost and charges of any transfer agent and any registrar; (L) the fees and disbursements of Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu, and Mancera Ernst & Young, a member of Ernst & Young Global, auditors to the Company, and (M) incurred for preparing, printing and distributing any Issuer Free Writing Prospectuses to investors or prospective investors. The Underwriters shall pay, on behalf of the Selling Stockholder, costs in connection with (i) printing and distributing the Prospectus; (ii) premarketing and road shows (except with respect to the Underwriters’ travel expenses); and (iii) other expenses incurred in marketing the offering, including the cost of at least 20 acrylic boards describing the main features of the transaction, and the fees and expenses of other consultants retained with the Selling Stockholder’s prior agreement; provided, however, that the Selling Stockholder shall reimburse the Underwriters for such payments made on the Selling Stockholder’s behalf; and provided, further, that such reimbursements shall not be subject to the Reimbursement Limit, as defined in paragraph (h) below.

(b) The Selling Stockholder will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Offered Securities and on the execution and delivery of this Agreement. All payments to be made by the Selling Stockholder hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Selling Stockholder is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Selling Stockholder shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

(c) The Selling Stockholder agrees to deliver to CS (Attention: Transactions Advisory-Group), on or prior to the First Closing Date, a properly completed and executed United States Treasury Department Form W-8 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof).

(d) The Selling Stockholder agrees during the Lock-Up Period not to, and agrees to cause each person or entity controlled by the Selling Stockholder not to, (A) offer, sell, pledge or otherwise dispose of, directly or indirectly, any additional shares of the Company or securities convertible into or exchangeable or exercisable for any shares of the Company, (B) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of the Company whether any such aforementioned transaction in (A) or (B) is to be settled by delivery of the shares of the Company or such other securities, in cash or otherwise, (C) publicly disclose the intention to make any such offer, sale, pledge, disposition or filing, or (D) make any demand for or exercise any right with respect to the registration of shares of common stock or any security convertible into or exercisable or exchangeable for common stock, without, in each case, the prior written consent of CS and Accival.

(e) The Selling Stockholder shall, prior to the First Closing Date, deposit the Offered Securities underlying the ADSs to be sold hereunder with the Depositary in accordance with the terms of the Deposit Agreement.

(f) The Selling Stockholder shall not (and shall cause its affiliates not to) take, directly or indirectly, any action that is designed to or that constitutes or that would reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company.

(g) The Selling Stockholder shall pay to CS an aggregate fee equal to 1.09% (the “ Spread ”) of the gross proceeds of the offering of Offered Securities in the Global Offering, minus the commissions, if any, payable by the Selling Stockholder to the Mexican Selling Group on the Mexican Shares that are actually sold and paid for in the United Mexican States pursuant to the Mexican Purchase Agreement. The Spread may be deducted from the payment by the Representative for the Offered Securities pursuant to Section 3.

(h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, in addition to the Selling Stockholder’s own expenses (including but not limited to expenses paid by the Underwriters on behalf of the Selling Stockholder) and certain expenses of the Company incident to the offering, the Selling Stockholder agrees to reimburse CS (in the manner stated in Section 3 if the transactions contemplated hereby are consummated, and otherwise promptly upon request but in any event no later than 30 days from the date of such request by CS) CS’s reasonable and documented out-of-pocket direct expenses incurred in connection with the transactions contemplated hereby, including, but not limited to, (i) the fees and expenses of the Underwriters’ legal counsel, and (ii) the Underwriters’ travel expenses (including travel expenses for road shows); provided, however, that the total amount of such direct expenses shall be limited to U.S.$473,791.00 (four hundred seventy-three thousand, seven hundred ninety-one United States Dollars) (the “ Reimbursement Limit ”); and provided, further, that the Selling Stockholder shall not be required to reimburse the Underwriters for the Underwriters’ indirect expenses associated with the offering, such as, among other indirect expenses, copies, telephone calls and any other administrative expenses made by or for the Underwriters.

(i) The Selling Stockholder shall use the net proceeds received by the Selling Stockholder from the sale of the Offered Securities by the Selling Stockholder pursuant to this Agreement and

the Mexican Purchase Agreement (after giving effect to the payment of the fee and reimbursement of expenses in accordance with this Section), to repay the Mexican Federal Government the purchase price of the Offered Securities pursuant to, and in accordance with, the Stock Purchase Agreement dated August 25, 1999 between NAFIN and the Federal Government of the United Mexican States.

6. Free Writing Prospectuses . The Company represents and agrees that, unless it obtains the prior consent of CS, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and CS, it has not made and will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Company and CS is hereinafter referred to as a “ Permitted Free Writing Prospectus .” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

7. Conditions of the Obligations of the Underwriters . The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholder herein, to the accuracy of the statements of Company officers made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their obligations hereunder and to the following additional conditions precedent:

(a) The Representative and Accival shall have received letters, dated the date of delivery thereof (which, if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, shall be on or prior to the date of this Agreement or, if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, shall be prior to the filing of the amendment or post-effective amendment to the registration statement to be filed shortly prior to such Effective Time), of Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu, and Mancera Ernst & Young, a member of Ernst & Young Global, confirming that they are independent public accountants within the meaning of the applicable rules and regulations issued by the Mexican Institute of Public Accountants and the Act and the applicable published Rules and Regulations thereunder and stating to the effect that:

(i) in their opinion the financial statements and schedules and summary of earnings examined by them and included in the Registration Statements comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations;

(ii) they have performed the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in Statement of Auditing Standards No. 100, Interim Financial Information , on the unaudited financial

statements included in the Registration Statements; and they have performed additional agreed-upon procedures pursuant to AICPA Professional Standards AT Section 201, including inquiring of certain officials of the Company who have responsibility for financial and accounting matters whether (a) [at the date of delivery] there was any change in the capital stock, increase in the long-term debt or any decreases in consolidated net current assets or stockholders’ equity of the consolidated companies as compared to the amounts shown on the September 30, 2005 audited, condensed consolidated balance sheet included in the registration statement or (b) for the period from February 12, 2006 to [the date of delivery], there were any decreases, [as compared with the corresponding period in the preceeding year][?], in consolidated net sales or in the total per-share amounts of income before extraordinary items or of net income.

(iii) on the basis of the review referred to in clause (ii) above, a reading of the latest available interim financial statements of the Company, inquiries of officials of the Company who have responsibility for financial and accounting matters and other specified procedures, nothing came to their attention that caused them to believe that:

(A) the unaudited financial statements included in the Registration Statements do not comply as to form in all material respects with the applicable accounting requirements of the Act and the related published Rules and Regulations or any material modifications should be made to such unaudited financial statements and summary of earnings for them to be in conformity with generally accepted accounting principles in the United Mexican States;

(B) at the date of the latest available balance sheet read by such accountants, or at a subsequent specified date not more than three business days prior to the date of this Agreement, there was any change in the capital stock or any increase in short-term indebtedness or long-term debt of the Company and its consolidated subsidiaries or, at the date of the latest available balance sheet read by such accountants, there was any decrease in consolidated total current assets or shareholders’ equity, as compared with amounts shown on the latest balance sheet included in the Prospectus; or

(C) for the period from the closing date of the latest income statement included in the Prospectus to the closing date of the latest available income statement read by such accountants there were any decreases, as compared with the corresponding period of the previous year, in revenue from aeronautical services or non-aeronautical services or in the total or per share amounts of consolidated income or of consolidated operating income;

except in all cases set forth in clauses (B) and (C) above for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such letter; and

(iv) they have compared specified dollar amounts (or percentages derived from such dollar amounts) and other financial information contained in the Registration Statements and the General Disclosure Package (in each case to the extent that such dollar amounts,

percentages and other financial information are derived from the general accounting records of the Company and its subsidiaries subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results, except as otherwise specified in such letter.

For purposes of this subsection, (i) if the Effective Time of the Initial Registration Statement is subsequent to the execution and delivery of this Agreement, “ Registration Statements ” shall mean the initial registration statement as proposed to be amended by the amendment or post-effective amendment to be filed shortly prior to its Effective Time, (ii) if the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement but the Effective Time of the Additional Registration Statement is subsequent to such execution and delivery, “ Registration Statements ” shall mean the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) “ Prospectus ” shall mean the prospectus included in the Registration Statements.

(b) If the Effective Time of the Initial Registration Statement is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or such later date as shall have been consented to by CS. If the Effective Time of the Additional Registration Statement (if any) is not prior to the execution and delivery of this Agreement, such Effective Time shall have occurred not later than 10:00 P.M., New York time, on the date of this Agreement or, if earlier, the time the Prospectus is printed and distributed to any Underwriter, or shall have occurred at such later date as shall have been consented to by CS. If the Effective Time of the Initial Registration Statement is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(b) of this Agreement. Prior to such Closing Date, no stop order suspending the effectiveness of a Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Selling Stockholder, the Company or the Representative, shall be contemplated by the Commission.

(c) Subsequent to the execution and delivery of this Agreement, there shall not have occurred (i) any change, or any development or event involving a prospective change, in the condition (financial or other), business, properties or results of operations of the Company or its subsidiaries which, in the judgment of a majority in interest of the Underwriters including the Representative, is material and adverse and makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities; (ii) any change in U.S., United Mexican States or international financial, political or economic conditions or currency exchange rates or exchange controls as would, in the judgment of a majority in interest of the Underwriters including the Representative, be likely to prejudice materially the success of the proposed issue, sale or distribution of the Offered Securities, whether in the primary market or in respect of dealings in the secondary market; (iii) any material suspension or material limitation of trading in securities generally on The New York Stock Exchange, the Mexican Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any

securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by U.S. Federal, New York State or Mexican authorities; (v) a change or development involving a prospective change in Mexican taxation having a Material Adverse Effect on the consequences to an investor of investing in or holding the Offered Securities (whether in the form of ADSs or otherwise), including, but not limited to, taxation on transfers and dividends associated therewith; (vi) any major disruption of settlements of securities or clearance services in the United States or United Mexican States or (vii) any attack on, outbreak or escalation of hostilities or act of terrorism involving the United States or the United Mexican States, any declaration of war by Congress or any other national or international calamity or emergency if, in the judgment of a majority in interest of the Underwriters including the Representative, the effect of any such attack, outbreak, escalation, act, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the public offering or the sale of and payment for the Offered Securities.

(d) The Representative shall have received an opinion, dated each Closing Date, of Ritch, Mueller, S.C., counsel for the Company and the Selling Stockholder, to the effect that:

(ii) Each subsidiary of the Company has been duly incorporated and is an existing sociedad anónima de capital variable under the laws of the jurisdiction of its incorporation, with power and authority to own its properties and conduct its business as described in the Prospectus; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and subscribed; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from registered liens or encumbrances.

(iii) The Company has an authorized capitalization as set forth in the Prospectus and such authorized capital stock conforms as to legal matters in all material respects to the description thereof set forth in the Prospectus, and all of the outstanding shares of capital stock of the Company (including the Offered Securities to be sold by the Selling Stockholder in the form of ADSs or otherwise) have been duly authorized and validly issued, are fully subscribed to and paid for and non-assessable, and conform to the description thereof contained in the Prospectus, and to such counsel’s knowledge, after due inquiry, are not subject to any pre-emptive or similar rights; and, except as described in or expressly contemplated by the Prospectus, to such counsel’s knowledge, after due inquiry, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any of the Company’s subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; there are no restrictions on transfers or subsequent transfers of the Offered Securities except as (i) expressly described in the Prospectus; (ii) to foreign governments

and any agencies, ministries, departments or instrumentalities thereof, and (iii) other foreign governmental or political entities (including state-owned companies, banks, institutions or enterprises) as well as pension or retirement funds organized for the benefit of government employees (including, without limitation, funds that are managed or directed, directly or indirectly, by officials or employees of such foreign governmental agencies, ministries, departments, instrumentalities or political entities), in each case of the United States of America or any other country other than the United Mexican States.

(iv) The Offered Securities to be sold under this Agreement, the Deposit Agreement and under the Mexican Purchase Agreement by the Selling Stockholder have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of any pre-emptive or similar rights or any other provision of the by-laws of the Company or applicable law and, when deposited under the Deposit Agreement, and ADRs evidencing the ADSs issued in respect thereof are delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, such Offered Securities will continue to be duly issued and will be fully paid and non-assessable and will conform to the descriptions thereof in the Prospectus; [and the issuance of such Offered Securities was not subject to any statutory pre-emptive or similar rights], are freely transferable by the Selling Stockholder to the Underwriters and the Mexican Selling Group in the manner contemplated in this Agreement and the Mexican Purchase Agreement; and such Offered Securities may be freely deposited by the Selling Stockholder with the Depositary or the Mexican Custodian. Upon the deposit of the Offered Securities underlying the ADSs with the Depositary or the Mexican Custodian pursuant to the Deposit Agreement in accordance with the terms thereof against issuance of ADRs representing the ADSs, all right, title and interest in such Offered Securities, subject to the Deposit Agreement, will be transferred to the Depositary or its nominee, as the case may be, free and clear of any mortgage, pledge, security interest, registered lien, or other encumbrance or restriction on transferability or, to such counsel’s knowledge, after due inquiry, any averse claim, other than the interest of the Underwriters therein and subject to payment as herein provided; and upon delivery by the Depositary of the ADRs evidencing ADSs against deposit of the Offered Securities in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be duly and validly issued, and the persons in whose names the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement. The Deposit Agreement and the ADRs conform in all material respects, as to Mexican law, to the descriptions thereof contained in the Prospectus.

(v) The Company has full power and authority, through any two of [ • ], and [ • ] acting as representatives thereof, to execute and deliver this Agreement, the Deposit Agreement and all other documents and instruments to be executed and delivered by the Company hereunder and thereunder and to perform and observe the provisions hereof and thereof on its part to be performed or observed, which powers have not been limited, modified or revoked.

(vi) This Agreement and the Mexican Purchase Agreement have been duly authorized, executed and delivered by each of the Company and the Selling Stockholder and, when duly authorized, executed and delivered by the Representative or by the

Mexican Selling Group, as the case may be, will constitute valid and legally binding agreements of the Company and the Selling Stockholder enforceable against the Company and the Selling Stockholder in accordance with their terms, except as enforceability hereof and thereof may be limited by bankruptcy, concurso mercantil , suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement hereof and thereof is subject to general equity principles.

(vii) The Deposit Agreement has been duly authorized, executed and delivered by the Company, and assuming due authorization, execution and delivery thereof by the Depositary, constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, concurso mercantil, suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement thereof is subject to general equity principles.

(viii) No consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or body of the United Mexican States is required for the sale of the Offered Securities to be sold hereunder, and under the Mexican Purchase Agreement, or for the consummation by the Company or the Selling Stockholder, of the transactions contemplated by this Agreement and the Mexican Purchase Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained, including, without limitation, (A) the registration of the Series B Shares in the Securities and Special Sections of the National Registry of Securities maintained by the CNBV, (B) the approval of the CNBV to undertake, in the United Mexican States, the Mexican Offering, (C) the approval of the CNBV and the Mexican Stock Exchange to list the Series B Shares in the Mexican Stock Exchange and (D) the approval of the CNBV and the Mexican Stock Exchange of all special conditions required so that the Mexican Offering may be carried out concurrently with the offering of the Offered Securities pursuant to this Agreement.

(ix) To the best of such counsel’s knowledge, other than as expressly set forth or contemplated in the Prospectus, there are no material legal or governmental investigations, actions, suits or proceedings pending or threatened against or affecting the Company or any of its subsidiaries or any of its respective properties or to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or its subsidiaries is or may be the subject which, if determined adversely to the Company or any of its subsidiaries, could individually or in the aggregate have, or reasonably be expected to have, a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, the Mexican Purchase Agreement, the Deposit Agreement or each of the Concessions, or which are otherwise material in the context of the sale of the Offered Securities.

(x) The Trust is a valid fideicomiso under the laws of the United Mexican States; the trustee of the Selling Stockholder is validly existing as a sociedad nacional de

crédito under the laws of the United Mexican States, has been duly authorized to act as trustee of the Trust under the laws of the United Mexican States, and pursuant to the Trust has power and authority to own and sell the Offered Securities; the Selling Stockholder is the record and lawful owner of all of the Series B Shares to be sold by such Selling Stockholder (in its capacity as trustee under the Trust and subject to the terms thereof) and has good and valid title to such Series B Shares, to such counsel’s knowledge, after due inquiry, free and clear of any liens, encumbrances, security interests, claims, rights of first refusal, tag along, warrants, options to acquire or other similar rights (including pre-emptive rights); other than holding the Series B Shares pursuant to, and in accordance with, the Trust and exercising the rights and powers contained therein as a stockholder of the Company generally and as Selling Stockholder in the Global Offering, the Selling Stockholder has not since the organization of the Trust, to such counsel’s knowledge, after due inquiry, caused the Trust to conduct any other business or other activity and to the best of such counsel’s knowledge (other than as expressly described in the Prospectus) the Selling Stockholder has not on behalf of the Trust entered into any material agreement or incurred any indebtedness for borrowed money or other material liability; the Trust as amended constitutes, with respect to the Series B Shares, an irrevocable trust, that is legal, valid and binding under Mexican law enforceable against the parties thereto in accordance with its terms, except as enforceability thereof may be limited by bankruptcy, concurso mercantil , suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement thereof is subject to general equity principles.

(xi) Based exclusively upon the approvals attached to this legal opinion which were obtained upon privatization and on the opinion of counsel to the SCT, which is attached to this opinion, since [ • ] and through each Closing Date, neither the Company nor its subsidiaries has been, and as of the date of this opinion, none of them is an empresa de participación estatal mayoritaria , nor is subject to the Ley Orgánica de la Administración Pública Federal , the Ley Federal de las Entidades Paraestatales , nor is or will be subject to the Ley de Obras Públicas y Servicios Relacionados con las Mismas .

(xii) The indemnification and contribution provisions set forth in Section 8 of this Agreement and Section 5.08 of the Deposit Agreement do not contravene Mexican laws; and such counsel has no reason to believe that the indemnification and contribution provisions set forth in Section 8 of this Agreement contravene Mexican public policy.

(xiii) The execution, delivery and performance of this Agreement, the Mexican Purchase Agreement and the Deposit Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any statute, any rule or regulation or, to such counsel’s knowledge, after due inquiry, order of any domestic governmental agency or body or any domestic court, applicable to the Company or any subsidiary of the Company or any of their properties, or the Concessions, the Trust, the Participation Agreement, the Technical Assistance Agreement or the by laws of the Company or any such subsidiary.

(xiv) The statements (1) in the Prospectus under the captions “Summary,” “Risk Factors,” “Market Information,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulatory Framework,” “Management,” “Related Party Transactions,” “Principal Stockholders and Selling Stockholder,” “Enforceability of Civil Liabilities,” “Description of Capital Stock” and “Description of American Depositary Receipts” and (2) in the Registration Statement in Items 6 and 7, in each case insofar as such statements constitute summaries of Mexican legal matters, Mexican legal documents or Mexican legal proceedings referred to therein, fairly summarize such Mexican legal matters, Mexican legal documents and Mexican legal proceedings.

(xvii) The statements in the Prospectus under the captions “Taxation” and “Dividend Policy” insofar as such statements constitute a summary of certain federal income tax laws of the United Mexican States, such statements fairly summarize Mexican law in all material respects.

(xviii) Neither the Company nor any of its subsidiaries is, nor with the giving of notice or lapse of time or both would be, in violation of or in default under, (1) their bylaws ( estatutos sociales ), (2) the Concessions, (3) the Participation Agreement ( Contrato de Participación ), dated August 25, 1999, entered into among the Federal Government of the United Mexican States, the Selling Stockholder, the Company and its subsidiaries, (4) the Technical Assistance and Transfer of Technology Agreement ( Contrato de Asistencia Técnica y Transferencia de Tecnología ) dated August 25, 1999 by and between the Company and its concessionary subsidiaries on the one hand and AMP and its partners on the other, or (5) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except for such violations or defaults which individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. For the avoidance of doubt, neither the Company, nor any of the Company’s subsidiaries is, nor with the giving of notice or lapse of time or both, would be, in violation of or in default under the Concessions to the extent that such violation of or default under such Concessions would result in revocation of the Concessions. The sale of the Offered Securities to be sold hereunder and under the Mexican Purchase Agreement, in the form of ADSs or otherwise, and the performance by the Company of its obligations under this Agreement and the Mexican Purchase Agreement and the consummation of the transactions contemplated herein and therein (A) will not conflict with, result in any violation of or constitute a default under the provisions of the bylaws of the Company or any of its subsidiaries or the organizational documents of the Selling Stockholder, including, without limitation, the Trust, or any applicable law or statute or, to such counsel’s knowledge, after due inquiry, any order, rule or regulation of any domestic court or governmental agency or body having jurisdiction over the Company or its subsidiaries or any of their respective properties; and (B) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the Concessions, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument known to such counsel to which the Company or any of its subsidiaries is a party or by which the

Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.

(xvix) Each of the Company’s subsidiaries, except for Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. and Pacífico Cargo, S.A. de C.V., holds a Concession; the Concessions are currently in full force and effect and, to the best of our knowledge, none of the Company or its subsidiaries have been notified of any proceeding to revoke or suspend the effectiveness of any of the Concessions by any Mexican federal, state, local or other governmental authority; to such counsel’s knowledge, after due inquiry, each of the Company and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations (except where failure to own, posses or obtain such licenses, permits, certificates, consents, orders, approvals and other authorizations would not reasonably be expected to have a Material Adverse Effect on the business, prospects or results of operations of the Company or its subsidiaries taken as a whole) from, and, to such counsel’s knowledge, after due inquiry, has made all declarations and filings with, all Mexican federal, state, local and other governmental authorities, all Mexican self-regulatory organizations and all Mexican courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, and, to the best of such counsel’s knowledge, neither the Company nor any such subsidiary has received any notice of any proceeding relating to the revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, except as expressly described in the Registration Statements and the Prospectus; to such counsel’s knowledge, after due inquiry, each of the Company and its subsidiaries is in compliance in all material respects with all laws and regulations relating to the conduct of its business as conducted as of the date of the Prospectus; to such counsel’s knowledge, after due inquiry, neither the Company, nor any such subsidiary has received any notice of any proceeding relating to revocation or modification of the Concessions or any material license, permit, certificate, consent, order, approval or other authorization; and to such counsel’s knowledge, after due inquiry, each of the Company and each of its subsidiaries is in compliance in all material respects with the Concessions and all laws and regulations relating to the conduct of its business as conducted as of the date hereof.

(xxii) Except as expressly disclosed in the Prospectus, to such counsel’s knowledge, after due inquiry, the Company and its subsidiaries (A) own no real property; (B) hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them; and (C) have the right to use the real property made available to them under the Concessions in their terms free from any liens, encumbrances or exceptions (other than as provided in the Concessions or applicable law) that would materially interfere with the use made thereof by them.

(xxiii) After giving effect to the Offering, under Mexican law on the date hereof, there are no contracts, agreements or understandings known to such counsel between the Company or the Selling Stockholder and any person granting such person the right to require the Company to file a registration statement under the Mexican Securities

Market Law with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act or the Mexican Securities Market Law.

(xxiv) Except as expressly set forth in the Prospectus, no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of any person to the United Mexican States or any political subdivision or taxing authority thereof or therein in connection with (A) the deposit of Offered Securities with the Depositary against issuance of ADRs evidencing the ADSs to be sold to the Underwriters; (B) the sale of the ADSs to the Underwriters in the manner contemplated herein; (C) the sale and delivery outside the United Mexican States by the Underwriters of the ADSs to the initial purchasers thereof (other than the income of any Underwriter whose net income is subject to tax by the United Mexican States); or (D) entering into this Agreement or receiving payments hereunder.

(xxv) All dividends declared and payable on the Series B Shares may under the current laws and regulations of the United Mexican States be paid in the currency of the United Mexican States and converted into foreign currency and may be freely transferred out of Mexico; and the payment of such dividends do not require obtaining any governmental authorization in the United Mexican States other than as expressly set forth in the Prospectus.

(xxvi) Each of the Company and the Selling Stockholder has the legal capacity to sue and be sued in its own name under the laws of the United Mexican States; the irrevocable submission of the Company and the Selling Stockholder to the personal jurisdiction of any Federal or state court in the State of New York, the waiver by each of the Company and the Selling Stockholder of objection to the venue of a proceeding in a Federal or state court in the State of New York and the agreement by each of the Company and the Selling Stockholder that this Agreement and the Deposit Agreement shall be construed in accordance with and governed by the internal laws of the State of New York are legal, valid and binding under the laws of the United Mexican States and if properly decided will be respected by the courts of the United Mexican States; the service of process effected in the manner set forth in this Agreement or the Deposit Agreement, provided personal service of process is made and assuming its validity under the laws of the State of New York, is valid and will be effective, insofar as Mexican law is concerned, to confer valid personal jurisdiction over the Company or the Selling Stockholder; and neither the Company, the Selling Stockholder nor their assets are entitled to immunity from suit, execution or other legal process in the United Mexican States, except in the case of the real property of the subsidiaries of the Company that is owned by the Mexican government which has been concessioned to the subsidiaries of the Company under the Concessions and except that under Article 4 of the Federal Code of Civil Procedure of the United Mexican States attachment prior to judgment or attachment in aid of execution may not be ordered by Mexican courts against property of the Selling Stockholder or the Mexican government.

(xxvii) This Agreement, the Mexican Purchase Agreement and the Deposit Agreement are in proper legal form under the laws of the United Mexican States for the enforcement thereof in the United Mexican States against the Company and the Selling Stockholder; and to ensure the legality, validity, enforcement or admissibility into evidence in a legal or administrative proceeding in the United Mexican States of each of this Agreement, the Deposit Agreement and the ADRs in the United Mexican States, it is not necessary that this Agreement, the Deposit Agreement or the ADRs be filed or recorded with any court or other authority in the United Mexican States or that any registration tax, stamp duty or similar tax be paid in the United Mexican States on or in respect of any of this Agreement, the Deposit Agreement or the ADRs other than court costs, including (without limitation) filing fees and deposits to guarantee judgment required by a Mexican court of law; provided , however , that in the event that any legal proceedings are brought in the courts of the United Mexican States with respect to this Agreement, the Mexican Purchase Agreement or the Deposit Agreement, a Spanish translation of this Agreement, the Deposit Agreement and any other documents required in such proceedings would have to be approved by the Mexican court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents.

(xxviii) The Company and its subsidiaries have the right to seek full indemnity from the Federal Government of the United Mexican States for any losses, damages, costs and expenses arising from, or in connection with, any tax liability asserted against the Company or any of its subsidiaries in connection with the operation of the businesses acquired by the Company on and prior to November 1, 1998.

(xxxi) The obligation of the Company or the Selling Stockholder to “gross up” any amounts payable hereunder to the Underwriters in accordance herewith is valid and enforceable under the laws of the United Mexican States against the Company and the Selling Stockholder.

(xxxii) Any judgment obtained against the Company or the Selling Stockholder in any of the Federal or state courts in the State of New York in respect of any sum payable by it hereunder would be recognized and enforced by the courts of the United Mexican States without reexamination of the issues pursuant to Articles 569 and 571 of the Federal Code of Civil Procedure of the United Mexican States and Article 1347-A of the Commerce Code of the United Mexican States, which provide, inter alia , that any judgment rendered outside the United Mexican States may be enforced by Mexican courts; provided , however , that:

(A) such judgment is obtained in compliance with the legal requirements of the jurisdiction of the court rendering such judgment and in compliance with all legal requirements of the document sought to be enforced;

(B) such judgment is strictly for the payment of a certain sum of money and has been rendered in an in personam action (as opposed to an in rem action; provided , that under Mexican Monetary Law, obligations for the payment in the United Mexican States of sums due in foreign currency, whether by

agreement or upon a judgment of a Mexican court, may be discharged in Mexican currency at the rate of exchange for such currency fixed by Mexico’s central bank (Banco de México) on the date when payment is made);

(C) service of process is made personally on the relevant party or on the appropriate duly empowered process agent (it should be noted that service of process by mail does not constitute personal service of process for purposes of Mexican law);

(D) such judgment does not contravene Mexican law, public policy of the United Mexican States, international treaties or agreements binding upon the United Mexican States or generally accepted principles of international law;

(E) the applicable procedure under the laws of the United Mexican States with respect to the enforcement of foreign judgments (including the issuance of letters rogatory by the competent authority of such jurisdiction requesting enforcement of such judgment as being a final judgment and the certification of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) is complied with;

(F) such judgment is final in the jurisdiction where obtained;

(G) the judgment fulfills the necessary requirements to be authentic;

(H) the courts of such jurisdiction recognize the principles of reciprocity in connection with the enforcement of Mexican judgments in such jurisdiction;

(I) the action in respect of which such judgment is rendered is not the subject matter of a lawsuit among the same parties pending before a Mexican court, or resolved by definite judgment ( sentencia definitiva ) by a Mexican court that has previously served process ( notificado ) or delivered a rogatory letter to the competent authorities in accordance with Mexican law;

(J) the court issuing the judgment is considered of competent jurisdiction under the rules internationally accepted that are compatible with Mexican procedural laws; and

(K) the documents relating to the legal action instituted before the foreign court and the judgment rendered thereunder would have to be translated into Spanish by an expert duly authorized by the Mexican courts for their admissibility before the Mexican court before which enforcement is requested (such translation would have to be approved by the Mexican court after the defendant had been given an opportunity to be heard with respect to the accuracy

of the translation, and such proceedings would thereafter be based upon the translated documents).

(xxxiii) The Offered Securities may be 100% owned by non-Mexican persons, and any applicable approvals or authorizations required for such foreign ownership have been obtained and are currently in effect.

(xxxiv) [Based exclusively on the opinion of counsel to the Selling Stockholder,] The Company is in compliance with any surviving obligation binding upon it pursuant to the Mexican government’s privatization protocols and documents, including but not limited to the General Guidelines for the Opening to Investment in the Mexican Airport System, as published in the Official Gazette of the Federation on February 9, 1998, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the Company is not in noncompliance with any surviving obligation binding upon it pursuant to the Mexican government’s privatization protocols and documents, including but not limited to the General Guidelines for the Opening to Investment in the Mexican Airport System, as published in the Official Gazette of the Federation on February 9, 1998, to such extent that such noncompliance would cause a reversal of or nullify the privatization of the Compan.

(xxxv) Such others as the Representative may reasonably request.

The opinion of such counsel shall state that such counsel participated in conferences with representatives of the Company and the Selling Stockholder, representatives of their independent accountants and counsel and representatives of the Representative and their counsel at which conferences the contents of the Prospectus and Registration Statement and related matters were discussed and although such counsel assumes no responsibility for the accuracy, completeness or fairness of the Prospectus, the Registration Statement or any amendment or supplement thereto (except as expressly provided therein), nothing has come to such counsel’s attention to cause such counsel to believe that the Prospectus, the Registration Statement or any amendment or supplement thereto (other than the financial statements and related schedules and other financial information contained therein, as to which he expresses no belief), as of the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein not misleading or that the Prospectus, as applicable (other than the financial statements, statistics and related schedules and other financial information contained therein, as to which he expresses no belief), as of each Closing Date, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made not misleading.

The opinion of such counsel may also state that the opinion of any other counsel upon which he relied is in form satisfactory to such counsel and, in such counsel’s opinion, the Underwriters and they are justified in relying thereon.

The opinion of counsel described above shall be rendered to the Underwriters at the request of the Company and the Selling Stockholder and shall so state therein.

(e) Cleary Gottlieb Steen & Hamilton LLP, special U.S. counsel for the Company and the Selling Stockholder, shall have furnished to the Representative their written opinion, dated each Closing Date in form and substance satisfactory to the Representative, to the effect that:

(i) The Underwriting Agreement has been duly executed and delivered by the Company and the Selling Stockholder.

(ii) The Deposit Agreement has been duly executed and delivered by the Company and constitutes a valid, binding and enforceable obligation of the Company.

(iii) Upon due issuance by the Depositary of ADRs evidencing ADSs against the deposit of Offered Securities by the Selling Stockholder in respect thereof in accordance with the provisions of the Deposit Agreement, such ADRs will be duly issued and the person in whose name the ADRs are registered will be entitled to the rights specified therein and in the Deposit Agreement.

(iv) The sale by the Selling Stockholder of the Offered Securities to the Underwriters pursuant to the Underwriting Agreement and the performance by the Company and the Selling Stockholder of their obligations in the Underwriting Agreement and, in the case of the Company, the Deposit Agreement (a) do not require any consent, approval, authorization, registration or qualification of or with any governmental authority of the United States or the State of New York that in such counsel’s opinion would normally be applicable to general business entities with respect to such sale or performance, except such as have been obtained or effected under the Act and the Securities Exchange Act of 1934, as amended (and such counsel need not express any opinion relating to any state securities or blue sky laws), and (b) do not result in a breach or violation of any of the terms and provisions of, or constitute a default under, any New York State or United States federal law that in such counsel’s opinion would normally be applicable to general business entities with respect to such sale or performance (but such counsel need not express any opinion relating to the antifraud provisions under the United States federal securities laws or any state securities or blue sky laws).

(v) The statements set forth in the Prospectus under the heading “Description of American Depositary Receipts”, insofar as such statements purport to summarize certain provisions of the Deposit Agreement and the ADRs, provide a fair summary of such provisions, and the statements set forth in the Prospectus under the heading “Taxation – Certain United States Federal Income Tax Consequences”, insofar as such statements purport to summarize certain Federal income tax laws of the United States, constitute a fair summary of the principal U.S. Federal income tax consequences of an investment in the Offered Securities and the ADSs by a U.S. Holder (as defined in the Prospectus).

(vi) No registration of the Company under the Investment Company Act of 1940, as amended, is required for the offer and sale of the Offered Securities by the Selling Stockholder in the manner contemplated by this Agreement and the Prospectus.

(vii) Under the laws of the State of New York relating to submission to jurisdiction, each of the Company and the Selling Stockholder has, pursuant to Section 17 of the Underwriting Agreement, and the Company has, pursuant to Section 7.06 of the Deposit Agreement, validly and irrevocably submitted to the personal jurisdiction of any New York State or U.S. Federal court located in the Borough of Manhattan, The City of New York, New York, in any action arising out of or related to the Underwriting Agreement, or the Deposit Agreement, as the case may be, has validly and irrevocably waived any objection to the venue of a proceeding in any such court and has validly and irrevocably appointed CT Corporation System as its respective initial authorized agent for the purpose described in Section 17 of the Underwriting Agreement and Section 7.06 of the Deposit Agreement; and service of process effected on such agent in any manner permitted by applicable law will be effective to confer valid personal jurisdiction over the Company or the Selling Stockholder, as the case may be, in any such action.

(viii) Based solely upon a telephonic confirmation from a representative of the Commission, each of the Initial Registration Statement and the F-6 Registration Statement is effective under the Act as of the date of such opinion, the Additional Registration Statement (if any) was effective under the Act as of the date of such opinion, the Prospectus either was filed with the Commission pursuant to the subparagraph of Rule 424(b) specified in such opinion on the date specified therein or was included in the Initial Registration Statement or the Additional Registration Statement (as the case may be), and, to the best of the knowledge of such counsel, no stop order with respect to a Registration Statement has been issued and no proceedings for that purpose have been instituted or are threatened by the Commission, and each Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, appeared on their face to be responsive in all material respects with the requirements of the Act and the Rules and Regulations; no information has come to such counsel’s attention that causes such counsel to believe that any part of a Registration Statement or any amendment thereto, as of its effective date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus or any amendment or supplement thereto, as of its issue date or as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; such counsel have no reason to believe that the documents specified in a schedule to such counsel’s letter, consisting of those included in the General Disclosure Package, as of the Applicable Time and as of such Closing Date, contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, based solely on inquiry of the General Counsel, Chief Executive Officer, Chief Financial Officer and the Commercial Director of the Company, such counsel do not know of any legal or governmental proceedings required to be described in a Registration Statement or the Prospectus which are not described as required or of any contracts or documents of a character required to be described in a Registration Statement or the Prospectus or to be filed as exhibits to a Registration Statement which are not described and filed as required; it being understood that such counsel need express no opinion as to the financial

statements or other financial information contained in the Registration Statements or the Prospectus.

(ix) Such others as the Representative may reasonably request.

The opinion of such counsel shall state that the opinion of any other counsel upon which they relied is in form satisfactory to such counsel and, in such counsel’s opinion, the Underwriters and they are justified in relying thereon.

The opinion of counsel described above shall be rendered to the Underwriters at the request of the Company and the Selling Stockholder and shall so state therein.

(f) Emmet, Marvin & Marvin, counsel for the Depositary, shall have furnished to the Representative their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be to the effect that:

(i) The Deposit Agreement has been duly authorized, executed and delivered by the Depositary and constitutes a valid and legally binding agreement of the Depositary enforceable against the Depositary in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(ii) When the ADRs have been duly executed and, if applicable, counter-signed and delivered in accordance with the Deposit Agreement, the ADSs evidenced by the ADRs will be validly issued and will entitle the persons in whose names such ADRs are registered to the rights specified therein and in the Deposit Agreement.

The opinion of counsel described above shall be rendered to the Underwriters at the request of the Depositary.

(g) The Representative shall have received from Shearman & Sterling LLP and Creel, García-Cuéllar y Müggenburg, S.C., counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to the incorporation of the Company, the validity of the Offered Securities delivered on such Closing Date, the Registration Statements, the Prospectus and other related matters as the Representative may require, and the Selling Stockholder and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.

(h) The Representative shall have received a certificate, dated such Closing Date, of the General Director and a principal financial or accounting officer of the Company in which such officers, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Company in this Agreement are true and correct in all material respects; the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for

that purpose have been instituted or threatened by the Commission (based solely on a telephonic confirmation from a representative of the Commission); the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) under the Act, prior to the time the Prospectus was printed and distributed to any Underwriter; and, subsequent to the date of the most recent financial statements in the Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or other), business, properties or results of operations of the Company and its subsidiaries taken as a whole except as set forth in or contemplated by the Prospectus or as described in such certificate.

(i) The Representative shall have received a certificate, dated each Closing Date, of the authorized representatives of the Selling Stockholder in which such individuals, to the best of their knowledge after reasonable investigation, shall state that: the representations and warranties of the Selling Stockholder in this Agreement are true and correct; the Selling Stockholder has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to each Closing Date; and (based solely on a telephone confirmation from a representative of the Commission) no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) or Rule 462(b) was filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111 (a) or (b) under the Act, prior to the time the Prospectus was printed and distributed to any Underwriter.

(j) Each of the Company and the Selling Stockholder have, pursuant to Section 17 of the Underwriting Agreement, have validly and irrevocably appointed [CT Corporation System] as their respective initial authorized agent for the purpose described in Section 17 of the Underwriting Agreement; and personal service of process effected on such agent in any manner permitted by applicable law will be effective to confer valid personal jurisdiction over the Company or the Selling Stockholder, as the case may be, in any such action. For such purposes, the Underwriters shall have received an original instrument ( escritura pública ) issued by a notary public in Mexico, containing an irrevocable power of attorney granted by the Company in favor of CT Corporation for the purposes referred to in Section 17 hereof.

(k) The Representative and Accival shall have received letters, dated the Closing Date, of Galaz, Yamazaki, Ruiz Urquiza, S.C., a member of Deloitte Touche Tohmatsu, and Mancera Ernst & Young, a member of Ernst & Young Global, which meet the requirements of subsection (a) of this Section, except that the specified date referred to in such subsection will be a date not more than three days prior to such Closing Date for the purposes of this subsection.

(l) On or prior to the date of this Agreement, the Representative shall have received lock-up letters from each of the Company, the Selling Stockholder, and AMP, and irrevocable instructions from SCT to NAFIN to execute and honor the Selling Stockholder lock-up letter.

(m) The NASD shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.

(n) Sergio Enrique Flores Ochoa, General Counsel for the Company, shall have furnished to the Representative his written opinion, dated each Closing Date in form and substance satisfactory to the Representative, to the effect that: [ • ]

(i) The Company has been duly incorporated and is an existing sociedad anónima de capital variable under the laws of the United Mexican States, with power and authority to own its properties and conduct its business as expressly described in the Prospectus; and the Company is duly qualified to do business in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification;

(ii) Each subsidiary of the Company has been duly incorporated and is an existing sociedad anónima de capital variable under the laws of the jurisdiction of its incorporation, with power and authority to own its properties and conduct its business as described in the Prospectus; and each subsidiary of the Company is duly qualified to do business in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification; all of the issued and outstanding capital stock of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and subscribed; and the capital stock of each subsidiary owned by the Company, directly or through subsidiaries, is owned free from registered liens or encumbrances.

(iii) The Company has an authorized capitalization as set forth in the Prospectus and such authorized capital stock conforms as to legal matters in all material respects to the description thereof set forth in the Prospectus, and all of the outstanding shares of capital stock of the Company (including the Offered Securities to be sold by the Selling Stockholder in the form of ADSs or otherwise) have been duly authorized and validly issued, are fully subscribed to and paid for and non-assessable, and conform to the description thereof contained in the Prospectus, and are not subject to any pre-emptive or similar rights; and, except as described in or expressly contemplated by the Prospectus, there are no outstanding rights (including, without limitation, pre-emptive rights), warrants or options to acquire, or instruments convertible into or exchangeable for, any shares of capital stock or other equity interest in the Company, or any of the Company’s subsidiaries, or any contract, commitment, agreement, understanding or arrangement of any kind relating to the issuance of any capital stock of the Company, or any such subsidiary, any such convertible or exchangeable securities or any such rights, warrants or options; there are no restrictions on transfers or subsequent transfers of the Offered Securities except as (i) expressly described in the Prospectus; (ii) to foreign governments and any agencies, ministries, departments or instrumentalities thereof, and (iii) other foreign governmental or political entities (including state-owned companies, banks, institutions or enterprises) as well as pension or retirement funds organized for the benefit of government employees (including, without limitation, funds that are managed or directed, directly or indirectly, by officials or employees of such foreign governmental

agencies, ministries, departments, instrumentalities or political entities), in each case of the United States of America or any other country other than the United Mexican States.

(iv) The Offered Securities to be sold under this Agreement, the Deposit Agreement and under the Mexican Purchase Agreement by the Selling Stockholder in the form of ADSs or otherwise have been duly authorized and validly issued, are fully paid and non-assessable, were not issued in violation of any pre-emptive or similar rights or any other provision of the by-laws of the Company or applicable law and, when deposited under the Deposit Agreement, and ADRs evidencing the ADSs issued in respect thereof are delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, such Offered Securities will continue to be duly issued and will be fully paid and non-assessable and will conform to the descriptions thereof in the Prospectus; and the issuance of such Offered Securities was not subject to any statutory pre-emptive or similar rights, are freely transferable by the Selling Stockholder to the Underwriters and the Mexican Selling Group in the manner contemplated in this Agreement and the Mexican Purchase Agreement; and such Offered Securities may be freely deposited by the Selling Stockholder with the Depositary or the Mexican Custodian. Upon deposit of the Offered Securities underlying the ADSs with the Depositary (or its agent) pursuant to the Deposit Agreement in accordance with the terms thereof against issuance of ADRs representing such ADSs, all right, title and interest in such Offered Securities, subject to the Deposit Agreement, will be transferred to the Depositary or its nominee, as the case may be, free and clear of any mortgage, pledge, security interest, lien, or other encumbrance or restriction on transferability or, to such counsel’s knowledge, after due inquiry, any adverse claim, other than the interest of the Underwriters therein and subject to payment as herein provided; and upon delivery of such ADRs and payment therefor pursuant hereto, the Underwriters will acquire valid and marketable title to such ADSs, free and clear of any mortgage, pledge, security interest, lien, or other encumbrance or restriction on transferability or, to such counsel’s knowledge, after due inquiry, any adverse claim.

(vi) This Agreement and the Mexican Purchase Agreement have been duly authorized, executed and delivered by each of the Company and the Selling Stockholder and, when executed by the Representative or by the Mexican Selling Group, as the case may be, will constitute valid and legally binding agreements of the Company and the Selling Stockholder enforceable against the Company and the Selling Stockholder in accordance with their terms, except as enforceability hereof and thereof may be limited by bankruptcy, concurso mercantil , suspension of payments, insolvency, fraudulent transfer, reorganization, moratorium or similar laws of general applicability affecting enforcement of creditors’ rights and except as enforcement hereof and thereof is subject to general equity principles.

(viii) No consent, approval, authorization, order, license, registration or qualification of or with any court or governmental agency or body of the United Mexican States is required for the sale of the Offered Securities to be sold hereunder in the form of ADSs or otherwise, and under the Mexican Purchase Agreement, or the consummation by the Company or the Selling Stockholder, of the transactions contemplated by this Agreement and the Mexican Purchase Agreement, except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained, including, without limitation, (A) the registration of the Series B Shares in the Securities and Special Sections of the National Registry of Securities maintained by the CNBV, (B) the approval of the CNBV to undertake, in the United Mexican States, the Mexican Offering, (C) the approval of the CNBV and the Mexican Stock Exchange to list the Series B Shares in the Mexican Stock Exchange and (D) the approval of the CNBV and the Mexican Stock Exchange of all special conditions required so that the Mexican Offering may be carried out concurrently with the offering of the Offered Securities in the form of ADSs or otherwise pursuant to this Agreement.

(ix) Other than as expressly set forth or contemplated in the Prospectus, there are no material legal or governmental investigations, actions, suits or proceedings pending or threatened against or affecting the Company or any of its subsidiaries or any of its respective properties or to which the Company or any of its subsidiaries is or may be a party or to which any property of the Company or its subsidiaries is or may be the subject which, if determined adversely to the Company or any of its subsidiaries, could individually or in the aggregate have, or reasonably be expected to have, a Material Adverse Effect on the Company and its subsidiaries, taken as a whole; or would materially and adversely affect the ability of the Company to perform its obligations under this Agreement, the Mexican Purchase Agreement, the Deposit Agreement or each of the Concessions, or which are otherwise material in the context of the sale of the Offered Securities; to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others.

(x) The indemnification and contribution provisions set forth in Section 8 of this Agreement do not contravene Mexican laws; and such counsel has no reason to believe that the indemnification and contribution provisions set forth in Section 8 of this Agreement contravene Mexican public policy.

(xi) The execution, delivery and performance of this Agreement, the Mexican Purchase Agreement and the Deposit Agreement and the consummation of the transactions herein contemplated will not result in a breach or violation of any of the

terms and provisions of, or constitute a default under, any statute, any rule or regulation or order of any domestic governmental agency or body or any domestic court, applicable to the Company or any subsidiary of the Company or any of their properties, or agreements relating to the Concessions, the NAFIN Trust Agreement, the Participation Agreement, the Technical Assistance Agreement or the by laws of the Company or any such subsidiary.

(xii) The statements (1) in the Prospectus under the captions “Summary,” “Risk Factors,” “Market Information,” “Dividend Policy,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Regulatory Framework,” “Management,” “Related Party Transactions,” “Principal Stockholders and Selling Stockholder,” “Enforceability of Civil Liabilities,” “Description of Capital Stock” and “Description of American Depositary Receipts” and (2) in the Registration Statement in Items 6 and 7, in each case insofar as such statements constitute summaries of Mexican legal matters, documents or proceedings referred to therein, fairly present the information called for with respect to such legal matters, documents and proceedings and fairly summarize the matters referred to therein.

(xvii) The statements in the Prospectus under the captions “Taxation” and “Dividend Policy” insofar as such statements constitute a summary of certain federal income tax laws of the United Mexican States, provide a fair and accurate summary of the material Mexican income tax consequences of an investment in the Offered Securities in the form of ADSs or otherwise.

(xviii) Neither the Company nor any of its subsidiaries is, nor with the giving of notice or lapse of time or both would be, in violation of or in default under, (1) their bylaws ( estatutos sociales ), (2) the Concessions, (3) the Participation Agreement ( Contrato de Participación ), dated August 25, 1999, entered into among the Federal Government of the United Mexican States, the Selling Stockholder, the Company and its subsidiaries, (4) the Technical Assistance and Transfer of Technology Agreement ( Contrato de Asistencia Técnica y Transferencia de Tecnología ) dated August 25, 1999 by and between the Company and its concessionary subsidiaries on the one hand and AMP and its partners on the other, or (5) any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound except for such violations or defaults which individually or in the aggregate are not reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole. The sale of the Offered Securities to be sold hereunder and under the Mexican Purchase Agreement, in the form of ADSs or otherwise, and the performance by the Company of its obligations under this Agreement and the Mexican Purchase Agreement and the consummation of the transactions contemplated herein and therein (A) will not conflict with, result in any violation of or constitute a default under the provisions of the bylaws of the Company or any of its subsidiaries or the organizational documents of the Selling Stockholder, including, without limitation, the NAFIN Trust Agreement, or any applicable law or statute or any order, rule or regulation of any domestic court or governmental agency or body having jurisdiction over the Company or its subsidiaries or any of their respective properties; and (B) will not conflict

with or result in a breach of any of the terms or provisions of, or constitute a default under, the Concessions, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject.

(xvix) Each of the Company’s subsidiaries, except for Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V. and Pacífico Cargo, S.A. de C.V., holds a Concession; the Concessions are currently in full force and effect and, to the best of our knowledge, none of the Company or its subsidiaries have been notified of any proceeding to revoke or suspend the effectiveness of any of the Concessions by any Mexican federal, state, local or other governmental authority; each of the Company and its subsidiaries owns, possesses or has obtained all licenses, permits, certificates, consents, orders, approvals and other authorizations (except where failure to own, posses or obtain such licenses, permits, certificates, consents, orders, approvals and other authorizations would not reasonably be expected to have a Material Adverse Effect on the business, prospects or results of operations of the Company or its subsidiaries taken as a whole) from, and has made all declarations and filings with, all Mexican federal, state, local and other governmental authorities (including foreign regulatory agencies), all Mexican self-regulatory organizations and all Mexican courts and other tribunals, domestic or foreign, necessary to own or lease, as the case may be, and to operate its properties and to carry on its business as conducted as of the date hereof, and neither the Company nor any such subsidiary has received any notice of any proceeding relating to the revocation or modification of any such license, permit, certificate, consent, order, approval or other authorization, except as expressly described in the Registration Statements and the Prospectus; each of the Company and its subsidiaries is in compliance in all material respects with all laws and regulations relating to the conduct of its business as conducted as of the date of the Prospectus; to such counsel’s knowledge, after due inquiry, neither the Company, nor any such subsidiary has received any notice of any proceeding relating to revocation or modification of the Concessions or any material license, permit, certificate, consent, order, approval or other authorization; and each of the Company and each of its subsidiaries is in compliance in all material respects with the Concessions and all laws and regulations relating to the conduct of its business as conducted as of the date hereof.

(xxii) Except as expressly disclosed in the Prospectus, the Company and its subsidiaries (A) own no real property; (B) hold any leased real or personal property under valid and enforceable leases with no exceptions that would materially interfere with the use made or to be made thereof by them; and (C) have the right to use the real property made available to them under the Concessions in their terms free from any liens, encumbrances or exceptions (other than as provided in the Concessions or applicable law) that would materially interfere with the use made or to be made thereof by them.

(xxiii) After giving effect to the Offering, under Mexican law on the date hereof, there are no contracts, agreements or understandings [known to such counsel] between the Company or the Selling Stockholder and any person granting such person the right to require the Company to file a registration statement under the Act or the Mexican

Securities Market Law with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Act or the Mexican Securities Market Law.

(xxiv) Except as expressly set forth in the Prospectus, no stamp or other issuance or transfer taxes or duties and no capital gains, income, withholding or other taxes are payable by or on behalf of the Underwriters to the United Mexican States or any political subdivision or taxing authority thereof or therein in connection with (A) the deposit of Offered Securities with the Depositary against issuance of ADRs evidencing the ADSs to be sold to the Underwriters; (B) the sale of the ADSs to the Underwriters in the manner contemplated herein; (C) the sale and delivery outside the United Mexican States by the Underwriters of the ADSs to the initial purchasers thereof (other than the income of any Underwriter whose net income is subject to tax by the United Mexican States); or (D) entering into this Agreement or receiving payments hereunder.

(xxv) All dividends after corporate tax (ISR) declared and payable on the Offered Securities may under the current laws and regulations of the United Mexican States be paid in the currency of the United Mexican States and converted into foreign currency and may be freely transferred out of Mexico, and no such dividends will be subject to withholding or other taxes under the current laws and regulations of the United Mexican States other than as expressly set forth in the Prospectus; and the payment of such dividends do not require obtaining any governmental authorization in the United Mexican States other than as expressly set forth in the Prospectus.

(xxvi) Each of the Company and the Selling Stockholder has the legal capacity to sue and be sued in its own name under the laws of the United Mexican States; the irrevocable submission of the Company and the Selling Stockholder to the personal jurisdiction of any Federal or state court in the State of New York, the waiver by each of the Company and the Selling Stockholder of objection to the venue of a proceeding in a Federal or state court in the State of New York and the agreement by each of the Company and the Selling Stockholder that this Agreement and the Deposit Agreement shall be construed in accordance with and governed by the internal laws of the State of New York are legal, valid and binding under the laws of the United Mexican States and will be respected by the courts of the United Mexican States; the service of process effected in the manner set forth in this Agreement, provided personal service of process is made and assuming its validity under the laws of the State of New York, is valid and will be effective, insofar as Mexican law is concerned, to confer valid personal jurisdiction over the Company or the Selling Stockholder; and neither the Company, the Selling Stockholder nor their assets are entitled to immunity from suit, execution or other legal process in the United Mexican States, except in the case of the real property of the subsidiaries of the Company that is owned by the Mexican government which has been concessioned to the subsidiaries of the Company under the Concessions and except that under Article 4 of the Federal Code of Civil Procedure of the United Mexican States attachment prior to judgment or attachment in aid of execution may not be ordered by Mexican courts against property of the Selling Stockholder or the Mexican government.

(A) such judgment is obtained in compliance with the legal requirements of the jurisdiction of the court rendering such judgment and in compliance with all legal requirements of the document sought to be enforced;

(B) such judgment is strictly for the payment of a certain sum of money and has been rendered in an in personam action (as opposed to an in rem action; provided , that under Mexican Monetary Law, obligations for the payment

in the United Mexican States of sums due in foreign currency, whether by agreement or upon a judgment of a Mexican court, may be discharged in Mexican currency at the rate of exchange for such currency fixed by Mexico’s central bank (Banco de México) on the date when payment is made);

(C) service of process is made personally on the relevant party or on the appropriate duly empowered process agent (it should be noted that service of process by mail does not constitute personal service of process for purposes of Mexican law);

(D) such judgment does not contravene Mexican law, public policy of the United Mexican States, international treaties or agreements binding upon the United Mexican States or generally accepted principles of international law;

(E) the applicable procedure under the laws of the United Mexican States with respect to the enforcement of foreign judgments (including the issuance of letters rogatory by the competent authority of such jurisdiction requesting enforcement of such judgment as being a final judgment and the certification of such judgment as authentic by the corresponding authorities of such jurisdiction in accordance with the laws thereof) is complied with;

(F) such judgment is final in the jurisdiction where obtained;

(G) the judgment fulfills the necessary requirements to be authentic;

(H) the courts of such jurisdiction recognize the principles of reciprocity in connection with the enforcement of Mexican judgments in such jurisdiction;

(I) the action in respect of which such judgment is rendered is not the subject matter of a lawsuit among the same parties pending before a Mexican court, or resolved by definite judgment ( sentencia definitiva ) by a Mexican court that has previously served process ( notificado ) or delivered a rogatory letter to the competent authorities in accordance with Mexican law;

(J) the court issuing the judgment is considered of competent jurisdiction under the rules internationally accepted that are compatible with Mexican procedural laws; and

(K) the documents relating to the legal action instituted before the foreign court and the judgment rendered thereunder would have to be translated into Spanish by an expert duly authorized by the Mexican courts for their admissibility before the Mexican court before which enforcement is requested (such translation would have to be approved by the Mexican court after the defendant had been given an opportunity to be heard with respect to the accuracy

of the translation, and such proceedings would thereafter be based upon the translated documents).

(xxxiii) Except as provided in the Participation Agreement, through a public offering the Company’s capital stock may be 100% owned by non-Mexican persons, and any applicable approvals or authorizations required for such foreign ownership have been obtained and are currently in effect.

(xxxiv) The Company are in compliance with any surviving obligation binding upon it pursuant to the Mexican government’s priv atization protocols and documents, including but not limited to the General Guidelines for the Opening to Investment in the Mexican Airport System, as published in the Official Gazette of the Federation on February 9, 1998.

(xxxv) Such others as the Representative may reasonably request.

The opinion of counsel described above shall be rendered to the Underwriters at the request of the Company and the Selling Stockholder and shall so state therein.

The Selling Stockholder and the Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. CS may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

8. Indemnification and Contribution . (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred subject to the limitations set forth in Section 8(c); provided , however , that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below, provided , however, that the foregoing indemnity provisions with respect to any preliminary prospectus, Prospectus or supplement or amendment thereto shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, claims, damages or liabilities purchased ADSs or Shares, or any person controlling such Underwriter, if a copy of the Prospectus or supplement or amendment thereto (if the Company shall have furnished any such supplement or amendment to such Underwriter prior to the written

confirmation of the sale of the ADSs or Shares to such person), was not sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, at or prior to the written confirmation of the sale of the ADSs or Shares to such person, and if the Prospectus or supplement or amendment thereto would have cured the defect giving rise to such loss, claim, damage or liability.

(b) Each Underwriter will severally and not jointly indemnify and hold harmless the Company, its directors and officers and each person, if any who controls the Company within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, each Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representative specifically for use therein, and will reimburse any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred subject to the limitations set forth in Section 8(c), it being understood and agreed that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the seventh paragraph under the caption “Underwriting” and the information on discretionary sales contained in the eleventh paragraph under the caption “Underwriting”.

(c) Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under subsection (a) or (b) above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified party otherwise than under subsection (a) or (b) above. In case any such action is brought against any indemnified party and the indemnified party notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which counsel shall not, except with the consent of the indemnified party, also be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. It is understood that no Indemnifying Person shall, in connection with any proceeding or related proceeding in any jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any one local counsel) for all Indemnified Persons, and that all such reasonable out-of-pocket fees and expenses shall be reimbursed as they are incurred. No Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent, which consent will not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, each Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or

judgment to the extent provided herein. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this paragraph, the Indemnifying Person shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into in good faith by the Indemnified Person more than 45 days after the receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such Indemnifying Person shall not have reimbursed such Indemnified Person in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

(d) If the indemnification provided for in this Section is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above, then each indemnifying party under such paragraphs shall contribute to the amount paid or payable by such indemnified parties under such paragraphs as a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other from the offering of the Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Selling Stockholder on the one hand and the Underwriters on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholder on the one hand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Selling Stockholder bear to the total underwriting discounts and commissions received by the Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and/or the Selling Stockholder or the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this subsection (d) shall be deemed to include any legal or other documented expenses reasonably incurred by such indemnified party in connection with investigating or defending any action or claim which is the subject of this subsection (d). Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e) The obligations of the Company under this Section shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director of the Company, to each officer and director of the Company who has signed a Registration Statement and to each person, if any, who controls the Company within the meaning of the Act.

9. Default of Underwriters . If any Underwriter or Underwriters default in their obligations to purchase Offered Securities hereunder on either the First or any Optional Closing Date and the aggregate number of shares of Offered Securities that such defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date, CS may make arrangements satisfactory to the Selling Stockholder for the purchase of such Offered Securities by other persons, including any of the Underwriters, but if no such arrangements are made by such Closing Date, the non-defaulting Underwriters shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Offered Securities that such defaulting Underwriters agreed but failed to purchase on such Closing Date. If any Underwriter or Underwriters so default and the aggregate number of shares of Offered Securities with respect to which such default or defaults occur exceeds 10% of the total number of shares of Offered Securities that the Underwriters are obligated to purchase on such Closing Date and arrangements satisfactory to CS and the Selling Stockholder for the purchase of such Offered Securities by other persons are not made within 36 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter, the Company or the Selling Stockholder, except as provided in Section 10 (provided that if such default occurs with respect to Optional Securities after the First Closing Date, this Agreement will not terminate as to the Firm Securities or any Optional Securities purchased prior to such termination). As used in this Agreement, the term “Underwriter” includes any person substituted for an Underwriter under this Section. Nothing herein will relieve a defaulting Underwriter from liability for its default.

10. Survival of Certain Representations and Obligations . The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company, the Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), the Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

11. Notices . All communications hereunder will be in writing and, if sent to the Underwriters, will be mailed, delivered or telegraphed and confirmed to the Representative, Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, NY 10010-3629, Attention: Transactions Advisory Group, or, if sent to the Company, will be delivered personally and confirmed to it at Grupo Aeroportuario del Pacífico, S.A. de C.V., Av. Mariano Otero No. 1249, Torre Pacífico, Piso 5, Col. Rinconada del Bosque, 45140 Guadalajara, Jal., Mexico, Attention: Chief Financial Officer/Lic. Rodrigo Guzman Perera, or, if sent to the Selling Stockholder, will be delivered personally and confirmed to Fiduciary Director Lic. Ricardo Rangel Fernández MacGregor at Nacional Financiera, S.N.C., Insurgentes Sur 1971, Edificio Anexo, Nivel Jardin, Col. Guadalupe Inn, 01020 Mexico, D.F.; provided, however, that any notice to an Underwriter pursuant to Section 8 will be mailed, delivered or telegraphed and confirmed to such Underwriter.

12. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7, and no other person will have any right or obligation hereunder.

13. Representation of Underwriters . The Representative will act for the several Underwriters in connection with the transactions contemplated by this Agreement, and any action under this Agreement taken by the Representative will be binding upon all the Underwriters.

14. Counterparts . This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement.

15. Absence of Fiduciary Relationship. The Company and the Selling Stockholder acknowledge and agree that:

(a) The Representative has been retained solely to act as underwriter in connection with the sale of the Company’s securities and that no fiduciary, advisory or agency relationship between the Company or the Selling Stockholder, on the one hand, and the Representative, on the other, has been created in respect of any of the transactions contemplated by this Agreement, irrespective of whether the Representative has advised or is advising the Company or the Selling Stockholder on other matters;

(b) the price of the securities set forth in this Agreement was established by the Company and the Selling Stockholder following discussions and arms-length negotiations with the Representative and the Company and the Selling Stockholder are capable of evaluating and understanding and understand and accept the terms, risks and conditions of the transactions contemplated by this Agreement;

(c) the Company and the Selling Stockholder have been advised that the Representative and its affiliates are engaged in a broad range of transactions which may involve interests that differ from those of the Company or the Selling Stockholder and that the Representative has no obligation to disclose such interests and transactions to the Company or the Selling Stockholder by virtue of any fiduciary, advisory or agency relationship; and

(d) the Company and the Selling Stockholder waive, to the fullest extent permitted by law, any claims they may have against the Representative for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Representative shall have no liability (whether direct or indirect) to the Company or

the Selling Stockholder in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of the Company, including stockholders, employees or creditors of the Company.

16. Applicable Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

17. Submission to Jurisdiction and Waiver of Immunity . (a) Each of the parties hereto hereby irrevocably agrees that any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, and irrevocably waives, to the fullest extent permissible by law, any objection which it may now or hereafter have to the laying of venue of any such proceeding and irrevocably submits to the exclusive personal jurisdiction of such courts in any such suit, action or proceeding. Each of the parties hereto hereby irrevocably waives to the fullest extent permitted by applicable law any rights it may have to any other court in any such suit, action or proceeding. Each of the Company and the Selling Stockholder has validly and irrevocably appointed [CT Corporation System] as their respective authorized agent (“ Authorized Agent ”) upon which process may be served in any such action arising out of or based on this Agreement or the transactions contemplated hereby which may be instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, by any Underwriter or by any person who controls any Underwriter. Such appointments shall be irrevocable. Each of the Company and the Selling Stockholder represents and warrants that the Authorized Agent has agreed to act as said agent for service of process, and each of the Company and the Selling Stockholder agrees to take any and all action, including the granting of powers of attorney and the filing of any and all documents that may be necessary to continue such appointment in full force and effect as aforesaid. Service of process upon the Authorized Agent shall be deemed, to the fullest extent permitted by law, effective service of process upon the Company and the Selling Stockholder, as the case may be. Each of the Company and the Selling Stockholder hereby irrevocably waives, to the fullest extent permitted by law any immunity to which it or its assets may otherwise be entitled or become entitled (including sovereign immunity and immunity to pre-judgment attachment and execution) in any legal suit, action or proceeding against it arising out of or based on this Agreement or the transactions contemplated hereby which is instituted in any state or federal court in the Borough of Manhattan, The City of New York, New York, or in any competent court in its own corporate domicile.

18. Currency . The obligation of the Company or the Selling Stockholder in respect of any sum due to any Underwriter shall be paid outside of the United Mexican States and, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by such Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company and the Selling Stockholder agree, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company or the Selling Stockholder an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder.

If the foregoing is in accordance with the Representative’s understanding of our agreement, kindly sign and return to the Company one of the counterparts hereof, whereupon it will become a binding agreement among the Company, the Selling Stockholder and the several Underwriters in accordance with its terms.

	Very truly yours,

	GRUPO AEROPORTUARIO DEL PACÍFICO, S.A. DE C.V.


		By
		Carlos Francisco del Río Carcano
		Chief Executive Officer


		By
		Rodrigo Guzmán Perera
		Chief Financial Officer


	NACIONAL FINANCIERA, S.C.N., Trust Division, as
	Trustee of Trust No. 5118-4


		By
		[ Insert title ]


The foregoing Underwriting Agreement is hereby confirmed and accepted as of the date first above written.


CREDIT SUISSE SECURITIES (USA) LLC


By
[ Insert title ]

Acting on behalf of itself and as the Representative of the several Underwriters.

SCHEDULE A

Underwriter		Number of Firm Securities

Credit Suisse Securities (USA) LLC		[•]

Citigroup Global Markets, Inc.

Deutsche Bank Securities Inc.

Santander Investment Securities, Inc.

Total		[•]

To the extent any Mexican Shares are not sold or paid for at the First Closing Date in Mexico in accordance with the Mexican Purchase Agreement such series B shares not so sold or paid for shall be purchased by the Underwriters in the form of ADSs or series B shares in the proportion set forth above.

SCHEDULE B

With respect to each of the Company’s subsidiaries listed below, 100% of the common stock is held by Grupo Aeroportuario del Pacífico, S.A. de C.V.:

Aeropuerto de Guadalajara, S.A. de C.V.

Aeropuerto de Tijuana, S.A. de C.V.

Aeropuerto de Puerto Vallarta, S.A. de C.V.

Aeropuerto de San José del Cabo, S.A. de C.V.

Aeropuerto de Hermosillo, S.A. de C.V.

Aeropuerto de León, S.A. de C.V.

Aeropuerto de Morelia, S.A. de C V.

Aeropuerto de La Paz, S.A. de C.V.

Aeropuerto de Aguascalientes, S.A. de C.V.

Aeropuerto de Mexicali, S.A. de C.V.

Aeropuerto de Los Mochis, S.A. de C.V.

Aeropuerto de Manzanillo, S.A. de C.V.

Pacífico Cargo, S.A. de. C.V.

Servicios a la Infraestructura Aeroportuaria del Pacífico, S.A. de C.V.

Exhibit 4.2

GRUPO AEROPORTUARIO DEL PACIFICO, S.A. de C.V.

AND

THE BANK OF NEW YORK
as Depositary

AND

OWNERS OF AMERICAN
DEPOSITARY RECEIPTS

Form of Deposit Agreement

Dated as of , 2006

TABLE OF CONTENTS

ARTICLE I DEFINITIONS		1
SECTION 1.01.	Certain Terms Defined.	1

ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, REGISTRATION OF TRANSFER AND SURRENDER OF RECEIPTS		4
SECTION 2.01.	Form and Transferability of Receipts.	4
SECTION 2.02.	Deposit of Shares.	4
SECTION 2.03.	Execution and Delivery of Receipts.	5
SECTION 2.04.	Registration of Transfer of Receipts; Combinations and Split-ups of Receipts.	6
SECTION 2.05.	Surrender of Receipts and Withdrawal of Deposited Securities.	7
SECTION 2.06.	Limitations on Execution and Delivery, Transfer and Surrender of Receipts.	8
SECTION 2.07.	Lost Receipts, etc.	9
SECTION 2.08.	Cancellation and Destruction of Surrendered Receipts.	9
SECTION 2.09.	Pre-Release.	9

ARTICLE III		10
SECTION 3.01.	Filing Proofs, Certificates and Other Information.	10
SECTION 3.02.	Liability of Owner for Taxes.	11
SECTION 3.03.	Warranties on Deposit of Shares.	11
SECTION 3.04.	Disclosure of Interests.	11

ARTICLE IV		12
SECTION 4.01.	Cash Distributions.	12
SECTION 4.02.	Distributions Other Than Cash or Shares.	12
SECTION 4.03.	Distribution in Shares.	13
SECTION 4.04.	Rights.	13
SECTION 4.05.	Conversion of Foreign Currency.	14
SECTION 4.06.	Fixing of Record Date.	15
SECTION 4.07.	Voting of Deposited Securities.	16
SECTION 4.08.	Changes Affecting Deposited Securities.	17

SECTION 4.09.	Reports.	17
SECTION 4.10.	Lists of Receipt Owners.	17
SECTION 4.11.	Withholding.	17

ARTICLE V		18
SECTION 5.01.	Maintenance of Office and Transfer Books by the Depositary.	18
SECTION 5.02.	Prevention or Delay in Performance by the Depositary or the Company.	19
SECTION 5.03.	Obligations of the Depositary and the Company.	19
SECTION 5.04.	Resignation and Removal of the Depositary; Appointment of Successor Depositary.	20
SECTION 5.05.	The Custodian.	21
SECTION 5.06.	Notices and Reports.	22
SECTION 5.07.	Issuance of Additional Shares.	22
SECTION 5.08.	Indemnification.	23
SECTION 5.09.	Charges of Depositary.	24
SECTION 5.10.	Available Information to the Commission.	25
SECTION 5.11.	Exclusivity.	25
SECTION 5.12.	List of Restricted Securities Owners.	25

ARTICLE VI		26
SECTION 6.01.	Amendment.	26
SECTION 6.02.	Termination.	26

ARTICLE VII		27
SECTION 7.01.	Counterparts.	27
SECTION 7.02.	No Third Party Beneficiaries.	27
SECTION 7.03.	Severability.	27
SECTION 7.04.	Owners as Parties; Binding Effect.	27
SECTION 7.05.	Notices.	28
SECTION 7.06.	Submission to Jurisdiction; Appointment of Agent for Service of Process.	28
SECTION 7.07.	Waiver of Immunities.	29
SECTION 7.08.	Governing Law.	29
SECTION 7.09.	Headings.	29
SECTION 7.10.	Compliance with U.S. Securities Laws.	29

DEPOSIT AGREEMENT

DEPOSIT AGREEMENT dated as of , 2005, among GRUPO AEROPORTUARIO DEL PACIFICO, S.A. de C.V., a corporation ( sociedad anónima de capital variable ) organized under the laws of the United Mexican States (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all OWNERS from time to time of American Depositary Receipts issued hereunder.

W I T N E S S E T H:

WHEREAS, the Company desires to provide, as hereinafter set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company, from time to time with the Depositary or with the Custodian (as hereinafter defined) as agent of the Depositary for the purposes set forth in this Deposit Agreement, for the creation of American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing the American Depositary Shares; and

WHEREAS, the American Depositary Receipts are to be substantially in the form of Exhibit A annexed hereto, with appropriate insertions, modifications or omissions, as hereinafter provided in this Deposit Agreement;

NOW, THEREFORE, in consideration of the premises, it is agreed by and among the parties hereto as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Terms Defined .

The following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit Agreement.

The term “ American Depositary Shares ” shall mean the securities consisting of the rights evidenced by the Receipts issued hereunder, including the interests in the Deposited Securities, granted to the Owners pursuant to the terms and conditions of this Deposit Agreement. Each American Depositary Share shall represent the right to receive the number of Shares set forth in Exhibit A, until there shall occur a distribution upon Deposited Securities covered by Section 4.03(a) or a change in Deposited Securities covered by Section 4.08 with respect to which additional Receipts are not executed and delivered, and thereafter each American Depositary Share shall represent the right to receive the amount of Deposited Securities specified in such Sections.

The term “ Commission ” shall mean the Securities and Exchange Commission of the United States or any successor governmental agency in the United States.

The term “ Company ” shall mean Grupo Aeroportuario del Pacifico, S.A. de C.V., a corporation ( sociedad anónima de capital variable ) organized under the laws of the United Mexican States, and its successors.

The term “ Custodian ” shall mean the principal Mexico City office of Bancomer, S.A., as agent of the Depositary for the purposes of this Deposit Agreement, and any other entity, firm or corporation which may hereafter be appointed by the Depositary pursuant to Section 5.05 as substitute or additional custodian hereunder.

The term “ deliver ”, or its noun form, (i) when used with respect to Shares shall mean (A) one or more book-entry transfers to an account or accounts maintained with a depository institution authorized under applicable law to effect book-entry transfers of such securities or (B) the physical transfer of certificates representing Shares, and (ii) when used with respect to Receipts, shall mean (A) one or more book-entry transfers of American Depositary Shares to an account or accounts at DTC designated by the person entitled to such delivery or (B) if requested by the person entitled to such delivery, to delivery at the Corporate Trust Office of the Depositary of one or more Receipts.

The term “ Deposit Agreement ” shall mean this Agreement, as the same may be amended from time to time in accordance with the provisions hereof.

The term “ Depositary ” shall mean The Bank of New York, a New York banking corporation, and any successor as depositary hereunder. The term “ Corporate Trust Office ,” when used with respect to the Depositary, shall mean the office of the Depositary which at the date of this Agreement is 101 Barclay Street, New York, New York 10286.

The term “ Deposited Securities ” as of any time shall mean Shares at such time deposited under this Deposit Agreement and any and all other securities, property and cash received at any time by the Depositary or the Custodian in respect thereof and at such time held hereunder.

The term “ Directors ” shall mean the directors of the Company.

The term “ Estatutos ” shall mean the estatutos sociales of the Company, as the same may be amended from time to time.

The term “ Indeval ” shall mean S.D. Indeval, S.A. de C.V., the Mexican securities depositary institution, and any successor which performs substantially identical functions in Mexico.

The term “ Owner ” shall mean the person or persons in whose name a Receipt is registered on the books of the Depositary maintained for such purpose.

The term “ Pre-Release ” shall have the meaning set forth in Section 2.09.

The term “ Receipts ” shall mean the American Depositary Receipts issued hereunder evidencing American Depositary Shares.

The term “ Registrar ” shall mean the Depositary, or any other bank or trust company having an office in the Borough of Manhattan, The City of New York, which shall be appointed by the Depositary to register Receipts and transfers of Receipts and to countersign Receipts as herein provided and shall include any co-registrar appointed by the Depositary upon the request or with the approval of the Company.

The term “ Regulation S ” shall mean Rules 901 through 904, inclusive, under the Securities Act of 1933, as such Rules may from time to time be amended.

The term “ Securities Act of 1933 ” shall mean the United States Securities Act of 1933, as from time to time amended.

The term “ Securities Exchange Act of 1934 ” shall mean the United States Securities Exchange Act of 1934, as from time to time amended.

The term “ Shares ” shall mean the Series B Shares in registered form of the Company, without par value; provided , however , that if there shall occur any change in par value, split-up or consolidation or any other reclassification or, upon the occurrence of an event described in Section 4.08, an exchange, replacement or conversion in respect of the Shares of the Company, the term “Shares” shall thereafter represent the successor securities resulting from such change in par value, split-up or consolidation or any other such reclassification or exchange or conversion.

The term “ surrender ”, when used with Receipts, shall mean (i) one or more book-entry transfers of American Depositary Shares to the DTC account of the Depositary or (ii) surrender to the Depositary at its Corporate Trust Office of one or more Receipts.

The term “ U.S. dollars ” or “ $ ” shall mean United States dollars. The term “ Pesos ” or “ p ” shall mean pesos of the United Mexican States.

ARTICLE II

FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY, REGISTRATION OF TRANSFER AND SURRENDER OF RECEIPTS

SECTION 2.01. Form and Transferability of Receipts .

Definitive Receipts shall be printed or lithographed or in such other form as may be acceptable to the New York Stock Exchange and substantially in the form set forth in Exhibit A hereto, with appropriate insertions, modifications and omissions as hereinafter provided. Receipts may be issued in denominations of whole numbers of American Depositary Shares only. No Receipt shall be entitled to any benefits under this Deposit Agreement or be valid or obligatory for any purpose unless such Receipt shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary and, if a Registrar shall have been appointed, countersigned by the manual signature of a duly authorized signatory of the Registrar. Receipts bearing the facsimile signature of anyone who was, at any time such signature was affixed, a duly authorized signatory of the Depositary shall bind the Depositary, notwithstanding that such signatory has ceased to be a duly authorized signatory of the Depositary prior to the delivery of such Receipts. The Depositary shall maintain books on which each Receipt so executed and delivered as hereinafter provided and the transfer of each such Receipt shall be registered.

The Receipts may be endorsed with or have incorporated in the text thereof such legends or recitals or changes not inconsistent with the provisions of this Deposit Agreement or the Estatutos as may be required by the Depositary in respect of its obligations hereunder or required to comply with any applicable law or regulations or with the rules and regulations of any securities exchange upon which American Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions to which any particular Receipts are subject by reason of the date of issuance of the underlying Deposited Securities or otherwise.

Title to a Receipt (and to the American Depositary Shares evidenced thereby), when properly endorsed or accompanied by proper instruments of transfer, shall be transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided , however , that the Company and the Depositary, notwithstanding any notice to the contrary, may treat the Owner thereof as the absolute owner thereof for the purpose of determining the person entitled to any distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for all other purposes.

SECTION 2.02. Deposit of Shares .

Subject to the terms and conditions of this Deposit Agreement, Shares may be deposited by (i) electronic transfer of Shares through Indeval to the account of the

Custodian maintained for such purposes, or (ii) delivery to the Custodian of evidence satisfactory to the Custodian that irrevocable instructions have been given to cause such Shares to be transferred to such account, in any case accompanied by delivery to the Custodian of any appropriate instrument or instruments of transfer, or endorsement, in form satisfactory to the Custodian, together with all such certifications, payments and evidence of such payments as may be required by the Depositary or the Custodian in accordance with the provisions of this Deposit Agreement, and, if the Depositary requires, together with a written order directing the Depositary to execute and deliver to, or upon the written order of, the person or persons stated in such order a Receipt or Receipts for the number of American Depositary Shares representing such deposit.

If required by the Depositary, Shares presented for deposit at any time, whether or not the transfer books of the Company (or the appointed agent of the Company for transfer and registration of Shares) are closed, shall also be accompanied by (i) an agreement or assignment, or other instrument satisfactory to the Depositary, which will provide for the prompt transfer to the Custodian of any dividend or right to subscribe for additional Shares or to receive other property which any person in whose name the Shares are or have been registered may thereafter receive upon or in respect of such deposited Shares, or, in lieu thereof, such agreement of indemnity or other agreements as shall be satisfactory to the Depositary, and (ii) if the Shares are registered in the name of the person on whose behalf they are deposited, a proxy or proxies entitling the Custodian to vote such deposited Shares for any and all purposes until the Shares are registered in the name of the Custodian or its nominee.

At the request, risk and expense of any holder of Shares, and for the account of such holder, the Depositary may receive evidence that Shares have been electronically transferred or that irrevocable instructions have been given to cause the transfer of such Shares to the account of the Custodian, together with the other documents and payments herein specified, for the purpose of forwarding such Shares to the Custodian for deposit hereunder.

Upon electronic transfer to the Custodian of Shares to be deposited hereunder, or delivery to the Custodian of irrevocable instructions therefor, together in either case with the other documents and payments herein specified, the Custodian shall, as soon as practicable, obtain confirmation of registration of, or registration of transfer of, the Shares being deposited in the name of the Custodian or its nominee, at the cost and expense of the holder making such deposit.

Deposited Securities shall be held by the Depositary, or by the Custodian for the account and to the order of the Depositary, at such place or places as the Depositary shall determine.

SECTION 2.03. Execution and Delivery of Receipts .

Upon receipt by the Custodian of any deposit pursuant to Section 2.02 (and in addition, if the transfer books of the Company (or the appointed agent or agents of the Company for transfer and registration of the Shares) are open, or if the Depositary so requires, a proper acknowledgment or other evidence from the Company (or the appointed agent or agents of the Company for transfer and registration of the Shares) satisfactory to the Depositary that any Deposited Securities have been recorded upon the books of the Company (or by the appointed agent of the Company for transfer and registration of Shares) in the name of the Custodian or nominee, together with the other documents and payments required as above specified), the Custodian shall notify the Depositary of such deposit, the person or persons to whom or upon whose written order a Receipt or Receipts is or are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from the Custodian, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons named in the notice delivered to the Depositary, a Receipt or Receipts registered in the name or names of, and evidencing any authorized number of American Depositary Shares requested by, such person or persons, but only upon payment to the Depositary by such person or persons of the fee of the Depositary for the execution and delivery of such Receipt or Receipts, and of all taxes, duties and other governmental charges and fees payable (whether by the Depositary, the Custodian or a nominee of either of them) in connection with such deposit, the transfer of the Deposited Securities and the issuance of such Receipt or Receipts.

SECTION 2.04. Registration of Transfer of Receipts; Combinations and Split-ups of Receipts .

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall register transfers on its transfer books from time to time of Receipts, upon any surrender at any of its designated transfer offices of a Receipt by the Owner in person or by duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer, and duly stamped as may be required by applicable law. Thereupon the Depositary shall execute a new Receipt or Receipts and deliver the same to or upon the order of the person entitled thereto.

The Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender at any of its designated transfer offices of a Receipt or Receipts for the purpose of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered.

The Depositary may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions, a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons entitled to Receipts and will be entitled to protection and indemnity to the same extent as the Depositary.

SECTION 2.05. Surrender of Receipts and Withdrawal of Deposited Securities .

Upon surrender at the Corporate Trust Office of the Depositary of a Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced thereby, and upon payment of the fee of the Depositary for the surrender of Receipts against withdrawal of the Deposited Securities, and subject to the terms and conditions of this Deposit Agreement, the Estatutos and the Deposited Securities, the Owner of such Receipt shall be entitled to (i) electronic transfer, through Indeval, of such Shares to an account in the name of the Owner or such other name as the Owner may direct and (ii) physical delivery, to or upon the order of such Owner, of any other such Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt.

Delivery of such Deposited Securities may be made by the delivery of certificates in the name of such Owner or as ordered by such Owner or by the delivery of certificates properly endorsed or accompanied by proper instruments of transfer. Such delivery shall be made without unreasonable delay.

A Receipt surrendered for such purpose may be required by the Depositary to be properly endorsed in blank or accompanied by proper instruments of transfer in blank, and, if the Depositary so requires, the Owner thereof shall execute and deliver to the Depositary a written order directing the Depositary to cause (i) the electronic transfer of the Shares represented by such Receipt to an account in the name of the Owner or such other name as the Owner may direct and (ii) cause the Deposited Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in such order.

Thereupon the Depositary shall direct the Custodian to deliver at office of the Custodian, subject to Sections 2.06, 3.01, 3.02 and 3.04 hereof and pursuant to the other terms and conditions of this Deposit Agreement and the Estatutos , to or upon the written order of the Owner or the person or persons designated in the order delivered to the Depositary as above provided, the Deposited Securities at the time represented by the American Depositary Shares evidenced by such Receipt, except that the Depositary may, in its discretion, make delivery to such person or persons at the Corporate Trust Office of any evidence of transfer, cash, dividends, distributions or rights with respect to the Deposited Securities evidenced by such Receipt, or of any proceeds of sale of any such

cash, dividends, distributions or any rights, which may at the time be held by the Depositary.

At the request, risk and expense of any Owner so surrendering a Receipt, and for the account of such Owner, the Depositary shall direct the Custodian to forward any cash, rights (subject to Section 4.04) or other property comprising, and forward a certificate or certificates and other proper documents of title for, the Deposited Securities evidenced by such Receipt to the Depositary for delivery at the Corporate Trust Office of the Depositary. Such direction shall be given by letter or, at the request, risk and expense of such Owner, by cable, telex or facsimile transmission.

Neither the Depositary nor the Custodian shall deliver Shares, by physical delivery, book-entry or otherwise (other than to the Company or its agent as contemplated by Section 4.08), or otherwise permit Shares to be withdrawn from the facility created hereby, except upon the surrender and cancellation of Receipts or in connection with a sale permitted under Section 3.02, 4.03, 4.11 or 6.02.

SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender of Receipts .

As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination or surrender of any Receipt or transfer and withdrawal of any Deposited Securities, the Depositary, the Company or the Custodian may require (i) payment from the Owner, the presenter of the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax, duty or other governmental charge payable with respect thereto (including any such tax, duty or other governmental charge with respect to Shares being deposited, to the Receipts being issued or to Deposited Securities being withdrawn) and any transfer or registration fees in effect for the registration or registration of transfers of Shares generally on the Share register of the Company (or the appointed agent of the Company for transfer and registration of Shares); (ii) payment of any applicable fees as herein provided; (iii) the production of proof satisfactory to it as to the identity and genuineness of any signature; and (iv) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of this Deposit Agreement.

Notwithstanding the foregoing sentence or any other provision of this Deposit Agreement to the contrary, Owners shall be entitled to withdraw Deposited Securities subject only to the conditions set forth in paragraph I(A)(1) of the General Instructions (or any successor provisions thereto), as in effect from time to time, to Form F-6 as prescribed by the Commission under the Securities Act of 1933.

Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares which would be required to be registered under the provisions of the Securities Act of 1933 for public offer and sale by the holder thereof in the United States (as defined in Regulation S) unless a registration statement is in effect as to such Shares for such offer and sale. The Depositary shall comply with reasonable written instructions of the Company not to accept for deposit hereunder any Shares identified in such instructions at such times and under such circumstances as may be specified in such instructions in order to facilitate the Company’s compliance with the securities laws of the United States.

SECTION 2.07. Lost Receipts, etc.

In case any Receipt shall be mutilated, destroyed, lost or stolen, the Depositary shall execute and deliver a new Receipt of like tenor, in exchange and substitution for such mutilated Receipt upon cancellation thereof, or in lieu of and in substitution for such destroyed, lost or stolen Receipt, if the Owner thereof shall have (a) filed with the Depositary (i) a request for such execution and delivery before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and (b) satisfied any other reasonable requirements imposed by the Depositary.

SECTION 2.08. Cancellation and Destruction of Surrendered Receipts .

All Receipts surrendered to the Depositary shall be cancelled by the Depositary. The Depositary is authorized to destroy Receipts so cancelled, provided that the Depositary maintains a record of destroyed Receipts.

SECTION 2.09. Pre-Release .

The Depositary may execute and deliver Receipts against rights to receive Shares from the Company (or the appointed agent or agents of the Company for transfer and registration of the Shares). No such issue of Receipts will be deemed a “Pre-Release” that is subject to the restrictions of the following paragraph.

Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 (“Pre-Release”). The Depositary may, pursuant to Section 2.05, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The

Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided , however , that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities hereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

ARTICLE III

CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS

SECTION 3.01. Filing Proofs, Certificates and Other Information .

Company may require by written request to the Depositary. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution or rights or of the proceeds thereof or the delivery of any Deposited Securities underlying such Receipt until the foregoing is accomplished to the Depositary’s reasonable satisfaction. The Depositary shall, upon the written request of the Company, provide the Company, in a timely manner, with copies of any such proofs, certificates, representations and warranties or information that it receives, to the extent that disclosure is permitted under applicable law.

SECTION 3.02. Liability of Owner for Taxes .

Any tax, duty or other governmental charge or expense payable by the Custodian, the Depositary or the nominee or nominees of either with respect to any Receipt or as the registered holder of any Deposited Securities underlying any Receipt shall be payable by the Owner of such Receipt, who shall pay the amount thereof to the Depositary. The Depositary may refuse to effect registration of transfer of such Receipt or any transfer and withdrawal of Deposited Securities underlying such Receipt until such payment is made, and may withhold any cash dividends or other cash distributions constituting Deposited Securities underlying such Receipt, or may sell for the account of the Owner thereof any part or all of the other Deposited Securities underlying such Receipt, and may apply such cash or the proceeds of any such sale in payment of any such tax, duty or other governmental charge or expense (and any taxes and expenses arising or incurred as a result of effecting any such sale), the Owner of such Receipt remaining liable for any deficiency.

SECTION 3.03. Warranties on Deposit of Shares .

Every person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that such Shares are validly issued and outstanding, fully paid, non-assessable and free of preemptive rights of the holders of outstanding Shares, and that the person making such deposit is duly authorized so to do. Every such person (other than the Company) shall also be deemed to represent and warrant that such Shares are not, and American Depositary Shares representing such Shares would not be, restricted securities (as defined under the securities laws of the United States) or securities owned by an affiliate (as defined in Rule 144 under the Securities Act of 1933) of the Company or which are subject to any restriction or transfer or sale under Mexican law or the Estatutos or a shareholder agreement. All such representations and warranties shall survive the deposit of Shares and delivery or surrender of Receipts therefor.

SECTION 3.04. Disclosure of Interests .

ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation. Owners shall comply with all such disclosure requirements and shall cooperate with the Depositary’s compliance with such instructions and by their holding of Receipts are deemed to consent to any such limitation or blocking of rights.

ARTICLE IV

THE DEPOSITED SECURITIES

SECTION 4.01. Cash Distributions .

Whenever the Depositary shall receive any cash dividend or other cash distribution in respect of any Deposited Securities, the Depositary shall, subject to the provisions of Section 4.05, as promptly as practicable convert such dividend or distribution into U.S. dollars and shall distribute as promptly as practicable the amount thus received to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them respectively; provided , however , that in the event that the Company, the Depositary or the Custodian shall be required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Owner of Receipts for American Depositary Shares representing such Deposited Securities shall be reduced accordingly. The Depositary shall distribute only such amount, however, as can be distributed without distributing to any Owner a fraction of one cent. Any such fractional amounts shall be rounded to the nearest whole cent and so distributed to Owners entitled thereto. The Company or the Depositary, as appropriate, will remit to the appropriate governmental agency in Mexico all amounts (if any) required to be withheld and owing to such agency. The Depositary will as promptly as practicable forward to the Company such information from its records as the Company may reasonably request to enable the Company to file necessary reports with governmental agencies, and either the Depositary or the Company or its agent may file any such reports necessary to obtain benefits under any applicable tax treaties for Owners.

SECTION 4.02. Distributions Other Than Cash or Shares .

Subject to the applicable provisions of this Deposit Agreement, whenever the Depositary shall receive any distribution other than a distribution described in Section 4.01, 4.03 or 4.04, the Depositary shall cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided , however , that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto, or if for any other reason (including any securities law requirement or

any requirement that the Company, the Depositary or the Custodian withhold an amount on account of taxes) the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, and the net proceeds of any such sale shall be distributed by the Depositary to the Owners entitled thereto as in the case of a distribution received in cash.

SECTION 4.03. Distribution in Shares .

(a) If any distribution upon any Deposited Securities consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of this Deposit Agreement, the Depositary may, and shall, if the Company shall so request, distribute as promptly as practicable to the Owners of outstanding Receipts entitled thereto, in proportion to the number of American Depositary Shares representing such Deposited Securities held by them, respectively, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 and the payment of the fees and expenses of the Depositary as provided in Section 5.09. The Depositary may withhold any such distribution if it has not received reasonably satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933. In lieu of delivering Receipts for fractional American Depositary Shares in any such case, the Depositary shall sell the amount of Shares represented by the aggregate of such fractions and distribute as promptly as practicable the net proceeds, all in the manner and subject to the conditions described in Section 4.01. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

(b) In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners of Receipts and, if such option is to be made available to such Owners, the procedures to be followed.

SECTION 4.04. Rights .

in U.S. dollars to such Owners; provided , however , that the Depositary will, if requested by the Company, take action as follows:

(i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to Owners by means of warrants or otherwise, the Depositary shall distribute as promptly as practicable to each Owner in proportion to the number of American Depositary Shares representing such Deposited Securities held by such Owner, warrants or other instruments therefor in such form as it deems appropriate, but only pursuant to a rights agency agreement to be entered into between the Company and the Depositary setting forth the procedures, terms and conditions applicable to the particular offering, or employ such other method, if any, as it may deem lawful and feasible in order to facilitate the exercise, sale or transfer of rights by such Owners; or

(ii) if at the time of the offering of any rights the Depositary determines that it is not lawful and feasible to make such rights available to Owners by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, it will use its best efforts that are reasonable under the circumstances to sell the rights, warrants or other instruments at public or private sale, at such place or places and upon such terms as it may deem proper and allocate the net proceeds of such sales for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

The Depositary will not offer rights to Owners unless both the rights and the securities to which such rights relate are either exempt from registration under the Securities Act of 1933 with respect to a distribution to all Owners or are registered under the provisions of such Act.

The Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make such rights available to Owners in general or any Owner in particular, provided that the Depositary has not acted negligently or in bad faith.

SECTION 4.05. Conversion of Foreign Currency .

Whenever the Depositary shall receive foreign currency, by way of dividends or other distributions or as the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into U.S. dollars and the resulting U.S. dollars transferred to the United States, the Depositary shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into U.S. dollars, and such U.S. dollars shall be distributed as promptly as practicable to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof

to such U.S. dollars, then to the holders of such warrants and/or instruments, as applicable, upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions or otherwise and shall be net of any expenses of conversion into U.S. dollars incurred by the Depositary as provided in Section 5.09.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall as promptly as practicable file such application for approval or license, if any, as it may deem desirable.

If at any time the Depositary shall determine that in its judgment any foreign currency received by the Depositary is not convertible on a reasonable basis into U.S. dollars transferable to the United States, or if any approval or license of any government or agency thereof which is required for such conversion is denied or in the opinion of the Depositary is not obtainable, or if any such approval or license is not obtained within a reasonable period as determined by the Depositary, the Depositary may distribute the foreign currency (or an appropriate document evidencing the right to receive such foreign currency) received by the Depositary to, or in its discretion may hold such foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in U.S. dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance for the respective accounts of, the Owners entitled to receive the same uninvested and without liability for interest thereon.

SECTION 4.06. Fixing of Record Date .

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued, with respect to the Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities the Depositary shall fix a record date, which date shall, to the extent practicable, be the same as, or as near as practicable to, the record date, if any, fixed by the Company, (a) for the determination of the Owners who shall be (i) entitled to receive such dividend, distribution or rights, or the net proceeds of the sale thereof (ii) entitled to give instructions for the exercise of voting rights at any such meeting or (iii) responsible for any fee assessed by the Depositary pursuant to this Deposit Agreement or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions of Sections 4.01 through 4.04 and to the other terms and conditions of this Deposit Agreement, the Owners on such record date shall be entitled to receive the amount distributable by the Depositary with respect to such

dividend or other distribution or such rights or the net proceeds of sale thereof or to give voting instructions in proportion to the number of American Depositary Shares held by them, respectively.

SECTION 4.07. Voting of Deposited Securities .

Upon receipt of notice of any meeting of holders of Shares or other Deposited Securities, if requested in writing by the Company, the Depositary shall, as soon as practicable thereafter, mail to the Owners a notice, the form of which notice shall be in the sole discretion of the Depositary, which shall contain (a) such information as is contained in such notice of meeting, and (b) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision of Mexican law and of the Estatutos , to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the amount of Shares or other Deposited Securities represented by their respective American Depositary Shares and (c) a statement as to the manner in which such instructions may be given, including an express indication that if no instruction is received, the Depositary will deem the Owner to have instructed the Depositary to vote the Shares represented by such Owner’s American Depositary Shares in the same proportion that all other shares of capital stock of the Company are voted at the relevant shareholders’ meeting. The Company shall use its best efforts to notify The Bank of New York of upcoming shareholders’ meetings and request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of an Owner on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor, insofar as practicable, to vote or cause to be voted the amount of Shares or other Deposited Securities represented by the American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to vote such Shares on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting, and the Depositary shall endeavor, insofar as practicable, to so vote or cause to be voted such Shares.

There can be no assurance that Owners generally or any Owner in particular will receive the notice described in the preceding paragraph sufficiently prior to the Instruction Date to ensure that the Depositary will vote the Shares or Deposited Securities in accordance with the provisions set forth in the preceding paragraph. Owners of American Depositary Shares will not be entitled to attend shareholders’ meetings, but will be entitled to instruct the Depositary as to the manner of voting the Shares

represented by American Depositary Shares at any shareholders’ meeting or for purposes of exercising any individual rights of a Share holder under Mexican Law.

SECTION 4.08. Changes Affecting Deposited Securities .

Upon any change in par value, split-up, consolidation or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting the Company or to which it is a party, any securities received by the Depositary or the Custodian in exchange for or in conversion of or in respect of Deposited Securities, shall be treated as new Deposited Securities under this Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may, with the approval of the Company and shall, if the Company shall so request, execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

SECTION 4.09. Reports .

The Depositary shall make available for inspection by Owners at the Corporate Trust Office, and at any other designated transfer offices, any reports and communications received from the Company which are both (a) received by the Depositary or the Custodian or the nominee of either of them as the holder of the Deposited Securities, and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary shall also send to Owners copies of such reports when furnished by the Company pursuant to Section 5.06.

SECTION 4.10. Lists of Receipt Owners .

As promptly as practicable following a request by the Company, the Depositary shall furnish to the Company a list, as of a recent date, of the names and addresses of, and holdings of American Depositary Shares by, all persons in whose names Receipts are registered on the books of the Depositary.

SECTION 4.11. Withholding .

Notwithstanding any other provision of this Deposit Agreement, if the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after

deduction of such taxes to the Owners entitled thereto in the manner described in Section 4.01 or Section 4.02, as the case may be.

ARTICLE V

THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY

SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary .

Until termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain as its transfer office in the Borough of Manhattan, The City of New York, facilities for the execution and delivery, registration, registration of transfer and surrender of Receipts in accordance with the provisions of this Deposit Agreement.

The Depositary shall keep books at such transfer office for the registration of Receipts and transfer of Receipts which at all reasonable times shall be open for inspection by the Owners and the Company; provided that such inspection shall not be for the purpose of communicating with Owners in the interest of a business or object other than the business of the Company or a matter related to this Deposit Agreement, the Receipts, the Estatutos or the Shares.

The Depositary may close the transfer books (a) after consultation with the Company to the extent practicable, if other than in the ordinary course of business, at any time or from time to time, when deemed expedient by it in connection with the performance of its duties hereunder or (b) at the request of the Company.

If any Receipts or the American Depositary Shares evidenced thereby are listed on one or more stock exchanges in the United States, the Depositary shall act as Registrar, unless any other bank or trust company having an office in the Borough of Manhattan, The City of New York, shall have been appointed by the Depositary. Upon the request or with the approval of the Company, the Depositary may appoint a Registrar or one or more co-registrars for registration of such Receipts in accordance with any requirements of such exchange or exchanges. Such Registrar or co-registrars may be removed and a substitute or substitutes appointed by the Depositary upon the request or with the approval of the Company.

The Depositary, upon the request or with the approval of the Company, may appoint one or more co-transfer agents for the purpose of effecting transfers, combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. Such co-transfer agents may be removed by the Depositary upon the request or with the approval of the Company and substitutes appointed by the Depositary upon the request or with the approval of the Company. Each Registrar, co-registrar or co-transfer agent appointed under this Section 5.01 shall give notice in writing to the Depositary accepting such appointment and agreeing to be bound by the applicable terms

of this Deposit Agreement. In carrying out its functions, a co-transfer agent may require evidence or authority and compliance with applicable laws and other requirements by Owners or person entitled thereto but only to the extent that the Depositary would in similar circumstances be entitled so to require.

The Company shall have the right to inspect transfer and registration records of the Depositary relating to Receipts at any reasonable time, to take copies thereof and to require the Depositary, the Registrar and any co-transfer agents or co-registrars to supply copies of such portions of such records as the Company may reasonably request.

SECTION 5.02. Prevention or Delay in Performance by the Depositary or the Company .

Neither the Depositary nor the Company, nor any of their respective directors, employees, agents or affiliates, shall incur any liability to any Owner if, by reason of any provision of any present or future law of the United States, the United Mexican States or any other country, or of any other governmental or regulatory authority or stock exchange, or by reason of any provision, present or future, of the Estatutos or by reason of any act of God or war or other circumstance beyond its control, the Depositary or the Company or any of their respective directors, employees, agents or affiliates shall be prevented or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of this Deposit Agreement it is provided or contemplated shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner by reason of any nonperformance or delay, caused as aforesaid, in performance of any act or thing which by the terms of this Deposit Agreement it is provided or contemplated shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement or the Estatutos .

Where, by the terms of a distribution pursuant to Section 4.01, 4.02, or 4.03 of this Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of this Deposit Agreement, or for any other reason, such distribution or offering may not be made available to Owners, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse.

SECTION 5.03. Obligations of the Depositary and the Company .

The Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners (including, without limitation, liability with respect to the validity or worth of the Deposited Securities), except that it agrees to perform its duties specifically set forth in this Deposit Agreement without negligence or bad faith.

The Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to Owners, except that it agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary.

Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any Owner, or any other person believed by it in good faith to be competent to give such advice or information.

The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities or for the manner in which any such vote is cast or for the effect of any such vote, provided that any such action or non-action is in good faith.

Subject to the Estatutos and this Deposit Agreement, the Depositary may own and deal in any class of securities of the Company and its affiliates and in Receipts.

The Depositary shall not be liable to Owners for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided that the Depositary exercised its reasonable judgment in good faith while it acted as Depositary.

No disclaimer of liability under the Securities Act of 1933 is intended by any provision of this Deposit Agreement.

SECTION 5.04. Resignation and Removal of the Depositary; Appointment of Successor Depositary .

(a) The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

(b) The Depositary may at any time be removed by the Company by 60 days’ prior written notice of such removal, to become effective upon the later of (i) the 60th

day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as hereinafter provided.

(c) In case at any time the Depositary acting hereunder shall resign or be removed, the Company shall use reasonable efforts to appoint a successor depositary, which shall be a bank or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver to its predecessor and to the Company an instrument in writing accepting its appointment hereunder, and thereupon such successor depositary, without any further act or deed, shall become fully vested with all the rights, powers, duties and obligations of its predecessor; but such predecessor, nevertheless, upon payment of all sums due to it and on the written request of the Company, shall execute and deliver an instrument transferring to such successor all rights and powers of such predecessor hereunder, and such predecessor shall thereupon duly assign, transfer and deliver all right, title and interest in the Deposited Securities to such successor, and shall deliver to such successor a list of the Owners of all outstanding Receipts, together with copies of such other records maintained by such predecessor in relation to the Receipts as the Company may reasonably request. Any such successor depositary shall mail notice of its appointment within thirty (30) days to the Owners.

(d) Any corporation into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary without the execution or filing of any document or any further act.

SECTION 5.05. The Custodian .

The Depositary has initially appointed Bancomer, S.A. as Custodian and Agent of the Depositary for the purposes of this Deposit Agreement. The Custodian in acting hereunder shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it. The Depositary shall be responsible for compliance by the Custodian with the applicable provisions of this Deposit Agreement, but only to the extent the Depositary would be responsible if the duties of the Custodian were duties of the Depositary under this Deposit Agreement. The Custodian may resign and be discharged from its duties hereunder by notice of such resignation delivered to the Depositary at least thirty (30) days prior to the date on which such resignation is to become effective. The Depositary shall, promptly after receiving such notice, after consultation with the Company to the extent practicable, appoint a substitute custodian, which shall thereafter be the Custodian hereunder. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners to do so, it may, after consultation with the Company to the extent practicable, appoint a substitute or additional custodian, which shall thereafter be the Custodian hereunder. Upon demand of the Depositary, the previous Custodian shall deliver the Deposited Securities held by it to such substitute custodian. Each such substitute custodian shall deliver to the Depositary forthwith upon its appointment an acceptance of such appointment satisfactory in form

and substance to the Depositary. Immediately upon any such change, the Depositary shall give notice thereof in writing to the Company.

Upon the appointment of any successor Depositary hereunder, the Custodian then acting hereunder shall forthwith become, without any further act or writing, the agent hereunder of such successor Depositary and the appointment of such successor Depositary shall in no way impair the authority of the Custodian hereunder; but the successor Depositary so appointed shall, nevertheless, on the written request of the Custodian, execute and deliver to the Custodian all such instruments as may be proper to give the Custodian full and complete power and authority as agent hereunder of such successor Depositary.

SECTION 5.06. Notices and Reports .

On or before the first date on which the Company gives notice, by publication or otherwise, of any meeting of holders of Shares or other Deposited Securities, or of any adjourned meeting of such holders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of Deposited Securities, the Company agrees to transmit to the Custodian and the Depositary a copy in English of the notice thereof in the form given or to be given to holders of Shares or other Deposited Securities. The Company also will transmit to the Depositary and the Custodian an English language version of any report it makes generally available to holders of Deposited Securities.

The Company shall provide the Depositary with annual reports in English, which shall include a review of operations and annual audited consolidated financial statements prepared according to generally accepted accounting principles in Mexico (“Mexican GAAP”). The annual reports shall include a reconciliation of net income and stockholders’ equity to generally accepted accounting principles in the United States (“U.S. GAAP”). The Company shall also furnish the Depositary with an English translation of its unaudited quarterly financial statements for each of the first three calendar quarters prepared in accordance with Mexican GAAP. When the Depositary receives sufficient copies of these documents and when so requested in writing by the Company, it shall as promptly as practicable mail them to all Owners.

Prior to the date hereof, the Company shall have transmitted to the Custodian a copy in English of the Estatutos . Thereafter, promptly upon any amendment thereto or change therein, the Company shall transmit to the Custodian a copy in English of the Estatutos as so amended or changed. The Depositary may rely upon such copies for all purposes of this Deposit Agreement.

SECTION 5.07. Issuance of Additional Shares .

The Company agrees that in the event of any issuance of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities convertible into or exchangeable for Shares,

or (4) rights to subscribe for such securities, it will take all steps reasonably necessary to ensure that no violation by the Company or the Depositary of the Securities Act of 1933 will result from such issuance.

The Company agrees with the Depositary that neither the Company nor any company controlled by the Company will at any time deposit any Shares, either upon original issuance or upon a sale of Shares previously issued and reacquired by the Company or by any company under the control of the Company, unless a registration statement is in effect as to such Shares under the Securities Act of 1933 or the Company furnishes to the Depositary a written opinion from U.S. counsel for the Company, which counsel shall be reasonably satisfactory to the Depositary, stating that upon such deposit, such Shares and the American Depositary Shares to be issued in respect of such deposit may be publicly offered and sold by the holder thereof in the United States without registration of such Shares under the Securities Act of 1933.

SECTION 5.08. Indemnification .

(a) The Company agrees to indemnify the Depositary and the Custodian against, and hold each of them harmless from, any liability or expense (including reasonable fees and expenses of counsel) which may arise out of (i) any registration with the Commission of Receipts, American Depositary Shares or Deposited Securities or the offer or sale thereof in the United States or (ii) acts performed or omitted in accordance with the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (A) by either the Depositary or the Custodian, except for any liability or expense arising out of the negligence or bad faith of either of them and except to the extent that such liability or expense arises out of information relating to the Depositary or the Custodian, as applicable, furnished in writing to the Company by the Depositary or the Custodian, as applicable, expressly for use in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the American Depositary Shares or the Shares represented thereby, or omissions from such information or (B) by the Company or any of its directors, employees, agents or affiliates.

(b) The indemnities contained in the preceding paragraph shall not extend to any liability or expense which arises solely out of a Pre-Release of a Receipt or Receipts and which would not otherwise have arisen had such Receipt or Receipts not been the subject of a Pre-Release; provided , however , that the indemnities provided in the preceding paragraph shall apply to any such liability or expense (i) to the extent that such liability or expense would have arisen had a Receipt or Receipts not been the subject of a Pre-Release, or (ii) which may arise out of any misstatement or alleged misstatement or omission or alleged omission in any registration statement, proxy statement, prospectus (or placement memorandum) or preliminary prospectus (or preliminary placement memorandum) relating to the offer or sale of American Depositary Shares or Shares,

except to the extent any such liability or expense arises out of information relating to the Depositary or any Custodian, as applicable, furnished in writing to the Company by the Depositary or any Custodian, as applicable, and not materially changed or altered by the Company, expressly for use in any of the foregoing documents, or material omissions from such information.

(c) The Depositary agrees to indemnify the Company and to hold it harmless from any liability or expense (including reasonable fees and expenses of counsel) which may arise out of acts performed or omitted to be performed by the Depositary or Custodian due to their negligence or bad faith.

(d) Any person seeking indemnification hereunder (an “Indemnified Person”) shall notify the person from whom it is seeking indemnification (the “Indemnifying Person”) of the commencement of any indemnifiable action or claim promptly after such Indemnified Person becomes aware of such commencement and shall consult in good faith with the Indemnifying Person as to the conduct of the defense of such action or claim, which defense shall be reasonable under the circumstances. No Indemnifying Person shall compromise or settle any action or claim without the consent in writing of the Indemnified Person, which consent shall not be unreasonably withheld.

(e) The obligations set forth in this Section 5.08 shall survive the termination of this Deposit Agreement and the succession or substitution of any person indemnified hereby.

SECTION 5.09. Charges of Depositary .

The Company agrees to pay the fees, reasonable expenses and out-of-pocket charges of the Depositary and those of any Registrar only in accordance with agreements in writing entered into between the Depositary and the Company from time to time. The Depositary shall present its statement for such charges and expenses to the Company once every three months. The charges and expenses of the Custodian are for the sole account of the Depositary.

in the conversion of foreign currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 and the surrender of Receipts pursuant to Section 2.05 or 6.02, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, and (7) a fee for the distribution of securities pursuant to Section 4.02, such fee being in an amount equal to the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners and (8) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 and shall be collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

SECTION 5.10. Available Information to the Commission .

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, and accordingly, is required to file certain reports with the Commission. Such reports and other information may be inspected and copied at the public reference facilities maintained by the Commission located at the date hereof at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.

SECTION 5.11. Exclusivity .

The Company agrees not to appoint any other depositary for the issuance of Receipts so long as The Bank of New York is acting as Depositary hereunder, subject, however, to the rights of the Company under Section 5.04.

SECTION 5.12. List of Restricted Securities Owners .

The Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities as of the date hereof and the Company shall update that list on a regular basis. The Company agrees to advise in writing each of the persons or entities so listed that such Restricted Securities are ineligible for deposit hereunder. The Depositary may rely on such a list or update but shall not be liable for any action or omission made in reliance thereon.

ARTICLE VI

AMENDMENT AND TERMINATION

SECTION 6.01. Amendment .

The form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary without the consent of Owners or Beneficial Owners in any respect that they may deem necessary or desirable.

Any amendment which shall impose or increase any fees or charges (other than taxes (including without limitation stamp taxes) and other governmental charges, or which shall otherwise prejudice any substantial existing right of Owners shall, however, not become effective as to outstanding Receipts until the expiration of thirty (30) days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any such amendment so becomes effective, shall be deemed, by continuing to hold such Receipt to consent and agree to such amendment and to be bound by the Deposit Agreement or the Receipts or both of them, as applicable, as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable law.

SECTION 6.02. Termination .

The Depositary shall at any time at the direction of the Company (which shall be confirmed in writing) terminate this Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. The Depositary may terminate this Deposit Agreement if at any time ninety (90) days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in Section 5.04, such termination to become effective by the Depositary mailing notice of such termination to Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If any Receipts shall remain outstanding after the date of termination of this Deposit Agreement, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of this Deposit Agreement, (a) continue to collect dividends and other distributions pertaining to Deposited Securities, (b) sell rights as provided in this Deposit Agreement and (c) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or

other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held hereunder and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under this Deposit Agreement, except to account for such net proceeds and other cash, after deducting, in each case, the applicable fees and expenses of the Depositary and applicable taxes or governmental charges and except as provided in Section 5.08. Upon the termination of this Deposit Agreement, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to the Depositary under Sections 5.08 and 5.09 hereof.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Counterparts .

This Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which counterparts shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and the Custodian and shall be open to inspection by any Owner during business hours.

SECTION 7.02. No Third Party Beneficiaries .

This Deposit Agreement is for the exclusive benefit of the parties hereto and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

SECTION 7.03. Severability .

In case any one or more of the provisions contained in this Deposit Agreement or in the Receipts should be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein or therein shall in no way be affected, prejudiced or disturbed thereby.

SECTION 7.04. Owners as Parties; Binding Effect .

The Owners of Receipts from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions hereof and of the Estatutos and of the Receipts by acceptance of the Receipts. Each Owner agrees that, by accepting a Receipt, such Owner shall hold such Receipt subject to, and with the

obligations of, the provisions hereof, the Estatutos and the Shares; provided , however , that the terms or conditions of the Receipt shall be governed by this Deposit Agreement.

SECTION 7.05. Notices .

(a) To the Company . Any and all notices to be given to the Company shall be deemed to have been duly given if personally delivered or sent by mail or air courier or by cable, telex or facsimile transmission confirmed by letter, addressed to the Company at Av. Mariano Otero No. 1249, Torre Pacífico, Piso 6, Col Rinconada del Bolque, Guadalajara, Mexico, or to any other place to which the Company may have transferred its principal office with notice to the Depositary.

(b) To the Depositary . Any and all notices to be given to the Depositary shall be deemed to have been duly given if in English and personally delivered or sent by mail or air courier or by cable, telex or facsimile transmission confirmed by letter, addressed to The Bank of New York, 101 Barclay Street, New York, New York 10286, Attention: American Depositary Receipt Administration, or to any other place to which the Depositary may have transferred the Corporate Trust Office with notice to the Company.

(c) To any Owner . Any and all notices to be given to any Owner shall be deemed to have been duly given if personally delivered or sent by mail or air courier or by cable, telex or facsimile transmission confirmed by letter, addressed to such Owner at the address of such Owner as it appears on the transfer books of the Depositary, or, if such Owner shall have filed with the Depositary a written request that notices intended for such Owner be mailed to some other address, at the address designated in such request.

(d) General . Delivery of a notice sent to the Company or the Depositary shall be deemed to be effected when received. Delivery of a notice to an Owner by mail or air courier or by cable, telex or facsimile transmission shall be deemed to be effected at the time when a duly addressed letter containing such notice (or a confirmation thereof in the case of a cable, telex or facsimile transmission) is deposited, postage prepaid, in a post office letter box. The Depositary or the Company may, however, act upon any cable, telex or facsimile transmission received by it from the other or from any Owner, notwithstanding that such cable, telex or facsimile transmission shall not subsequently be confirmed by letter as aforesaid.

SECTION 7.06. Submission to Jurisdiction; Appointment of Agent for Service of Process .

The Company hereby (i) irrevocably designates and appoints CT Corporation System, 111 Eighth Avenue, New York, New York 10011, in the State of New York, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consents and submits to the

jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company agrees to deliver, upon the execution and delivery of this Deposit Agreement, a written acceptance by such agent of its appointment as such agent. The Company further agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment in full force and effect for so long as any American Depositary Shares or Receipts remain outstanding or this Agreement remains in force. In the event the Company fails to continue such designation and appointment in full force and effect, the Company hereby waives personal service of process upon it and consents that any such service of process may be made by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices hereunder, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

SECTION 7.07. Waiver of Immunities .

To the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed to it, any right of immunity, on the grounds of sovereignty or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives, and agrees not to plead or claim, any such immunity and consents to such relief and enforcement.

SECTION 7.08. Governing Law .

This Deposit Agreement and the Receipts shall be interpreted in accordance with, and all rights hereunder and thereunder and provisions hereof and thereof shall be governed by, the laws of the State of New York.

SECTION 7.09. Headings .

Headings contained herein are included for convenience only and are not to be used in construing or interpreting any provision hereof.

SECTION 7.10. Compliance with U.S. Securities Laws .

Notwithstanding anything in this Deposit Agreement to the contrary, the Company and the Depositary each agrees that it will not exercise any of their respective rights under this Deposit Agreement to prevent the withdrawal or delivery of Deposited Securities in a manner which would violate the U.S. securities laws, including, but not limited to, Section I.A.(1) of the General Instructions to the Form F-6 Registration Statement, as amended from time to time, under the Securities Act of 1933.

IN WITNESS WHEREOF, GRUPO AEROPORTUARIO DEL PACIFICO, S.A. de C.V. and THE BANK OF NEW YORK have duly executed this Deposit Agreement as of the day and year first above set forth and all Owners of Receipts shall become parties hereto upon acceptance by them of Receipts issued in accordance with the terms hereof or any interest therein.

	GRUPO AEROPORTUARIO DEL
	PACIFICO, S.A. de C.V.


	By:
	Name:
	Title:


	THE BANK OF NEW YORK


	By:
	Name:
	Title:

EXHIBIT A

	AMERICAN DEPOSITARY SHARES

	(Each American Depositary
	Share represents ten deposited Shares)

	CUSIP:

THE BANK OF NEW YORK
AMERICAN DEPOSITARY RECEIPT
FOR SERIES B SHARES
WITHOUT PAR VALUE OF
GRUPO AEROPORTUARIO DEL PACIFICO, S.A. de C.V.
(INCORPORATED UNDER THE LAWS OF MEXICO)

The Bank of New York, as depositary (hereinafter called the “Depositary”), hereby certifies that , or registered assigns, IS THE OWNER OF

AMERICAN DEPOSITARY SHARES

representing deposited Series B Shares, without par value (herein called “Shares”), of Grupo Aeroportuario del Pacifico, S.A. de C.V., incorporated under the laws of the United Mexican States (herein called the “Company”). At the date hereof, each American Depositary Share represents ten Shares deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) at the principal Mexico City office of Bancomer, S.A. (herein called the “Custodian”). The Depositary’s Corporate Trust Office is located at a different address than its principal executive office. Its Corporate Trust Office is located at 101 Barclay Street, New York, N.Y. 10286, and its principal executive office is located at One Wall Street, New York, N.Y. 10286.

THE DEPOSITARY’S CORPORATE TRUST OFFICE ADDRESS IS
101 BARCLAY STREET, NEW YORK, N.Y. 10286

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1. THE DEPOSIT AGREEMENT.

This American Depositary Receipt is one of an issue (herein called “Receipts”), all issued and to be issued upon the terms and conditions set forth in the deposit agreement, dated as of , 2006 (herein called the “Deposit Agreement”), by and among the Company, the Depositary, and all Owners from time to time of Receipts issued thereunder, each of whom by accepting a Receipt agrees to become a party thereto and become bound by all the terms and conditions thereof. The Deposit Agreement sets forth the rights of Owners of the Receipts and the rights and duties of the Depositary in respect of the Shares deposited thereunder and any and all other securities, property and cash from time to time received in respect of such Shares and held thereunder (such Shares, securities, property, and cash are herein called “Deposited Securities”). Copies of the Deposit Agreement are on file at the Depositary’s Corporate Trust Office in New York City and at the office of the Custodian.

The statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

2. SURRENDER OF RECEIPTS AND WITHDRAWAL OF DEPOSITED SECURITIES.

Upon surrender at the Corporate Trust Office of the Depositary of this Receipt for the purpose of withdrawal of the Deposited Securities represented by the American Depositary Shares evidenced hereby, and upon payment of the fee of the Depositary provided in this Receipt, and subject to the terms and conditions of the Deposit Agreement, the Estatutos and the Deposited Securities, the Owner hereof is entitled to (i) electronic transfer, through Indeval, of such Shares to an account in the name of the Owner or such other name as the Owner may direct and (ii) physical delivery, to or upon the order of such Owner, of any other such Deposited Securities at the time represented by the American Depositary Shares evidenced by this Receipt. Delivery of such Deposited Securities may be made by the delivery of certificates in the name of such Owner or as ordered by such Owner or by the delivery of certificates properly endorsed or accompanied by proper instruments of transfer. Such delivery will be made at the option of the Owner hereof, either at the office of the Custodian or at the Corporate Trust Office of the Depositary, provided that the forwarding of certificates for Shares or other Deposited Securities for such delivery at the Corporate Trust Office of the Depositary shall be at the risk and expense of the Owner hereof.

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3. TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

The transfer of this Receipt is registrable on the books of the Depositary at any of its designated transfer offices by the Owner hereof in person or by a duly authorized attorney, upon surrender of this Receipt properly endorsed for transfer or accompanied by proper instruments of transfer and funds sufficient to pay any applicable transfer taxes and the expenses of the Depositary and upon compliance with such regulations, if any, as the Depositary may establish for such purpose. This Receipt may be split into other such Receipts, or may be combined with other such Receipts into one Receipt, evidencing the same aggregate number of American Depositary Shares as the Receipt or Receipts surrendered. As a condition precedent to the execution and delivery, registration, registration of transfer, split-up, combination, or surrender of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require (i) payment from the Owner, the presentor of the Receipt or the depositor of Shares of a sum sufficient to reimburse it for any tax, duty or other governmental charge payable with respect thereto (including any such tax, duty or charge with respect to Shares being deposited, to the Receipts being issued or to Deposited Securities being withdrawn) and any transfer or registration fees in effect for the registration or registration of transfers of Shares generally on the Share register of the Company (or the appointed agent of the Company for transfer and registration of Shares); (ii) payment of any applicable fees as herein provided; (iii) the production of proof satisfactory to it as to the identity and genuineness of any signature; and (iv) compliance with such reasonable regulations, if any, as the Depositary may establish consistent with the provisions of the Deposit Agreement.

The delivery of Receipts against deposits of Shares generally may be suspended, or the delivery of Receipts against the deposit of particular Shares may be withheld, or the registration of transfer of Receipts in particular instances may be refused, or the registration of transfer or surrender of outstanding Receipts generally may be suspended, during any period when the transfer books of the Depositary or the Share register of the Company are closed, or if any such action is deemed necessary or advisable by the Depositary or the Company at any time or from time to time because of any requirement of law or of any government or governmental body or commission, or any securities exchange on which the American Depositary Shares or Shares are listed, or under any provision of the Receipts or of the Deposit Agreement, or for any other reason. Notwithstanding the foregoing sentence or any other provision of the Deposit Agreement or this Receipt to the contrary, Owners shall be entitled to withdraw Deposited Securities, subject only to the conditions set forth in paragraph I(A)(1) of the General Instructions (or any successor provisions thereto), as in effect from time to time, to Form F-6 as prescribed by the Commission under the Securities Act of 1933.

Without limitation of the foregoing, the Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares which would be required to be registered under the provisions of the Securities Act of 1933 for public offer and sale by

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the holder thereof in the United States (as defined in Regulation S) unless a registration statement is in effect as to such Shares for such offer and sale.

4. LIABILITY OF OWNER FOR TAXES.

Any tax, duty or other governmental charge or expense payable by the Custodian, the Depositary or the nominee or nominees of either with respect to this Receipt or as the registered holder of any Deposited Securities underlying this Receipt shall be payable by the Owner hereof, who shall pay the amount thereof to the Depositary. The Depositary may refuse to effect registration of transfer of this Receipt or any transfer and withdrawal of Deposited Securities underlying this Receipt until such payment is made, and may withhold any cash dividends or other cash distributions constituting Deposited Securities underlying this Receipt, or may sell for the account of the Owner hereof any part or all of the other Deposited Securities underlying this Receipt, and may apply such cash or the proceeds of any such sale in payment of any such tax, duty or other governmental charge or expense (and any taxes and expenses arising or incurred as a result of effecting any such sale), the Owner hereof remaining liable for any deficiency.

5. WARRANTIES ON DEPOSIT OF SHARES.

Every person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that such Shares are validly issued, fully paid, non-assessable, and free of any preemptive rights of the holders of outstanding Shares and that the person making such deposit is duly authorized so to do. Every such person (other than the Company) shall also be deemed to represent that such Shares are not, and American Depositary Shares and representing such Shares would not be, restricted securities as defined under the Securities Laws of the United States or securities owned by an affiliate (as defined in Rule 144 under the Securities Act of 1933) of the Company or which are subject to any restrictions on transfer and sale under Mexican laws or the Estatutos or a shareholder agreement. Such representations and warranties shall survive the deposit of Shares and delivery or surrender of Receipts therefor.

6. FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

Any person depositing Shares or any Owner of a Receipt may be required from time to time to file with the Depositary or the Custodian such proof of citizenship, residence, exchange control approval, legal or beneficial ownership or other information relating to the registration on the books of the Company (or the appointed agent of the Company for transfer and registration of Shares) of the Shares presented for deposit, to execute and deliver to the Depositary or the Custodian such certificates, and to make such representations and warranties, as the Depositary may deem necessary or proper or as the Company may require by written request to the Depositary. The Depositary may withhold the delivery or registration of transfer of any Receipt or the distribution or sale of any dividend or other distribution or rights or of the proceeds thereof or the delivery of

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any Deposited Securities underlying such Receipt until the foregoing is accomplished to the Depositary’s reasonable satisfaction.

7. CHARGES OF DEPOSITARY.

The following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering Receipts or to whom Receipts are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by the Company or an exchange of stock regarding the Receipts or Deposited Securities or a distribution of Receipts pursuant to Section 4.03 of the Deposit Agreement), or by Owners, whichever applicable: (1) taxes and other governmental charges, (2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company (or the appointed agent of the Company for transfer and registration of Shares) and applicable to transfers of Shares to the name of the Depositary or its nominee or the Custodian or its nominee on the making of deposits or withdrawals under the terms of the Deposit Agreement, (3) such cable, telex and facsimile transmission expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign currency pursuant to Section 4.05 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the execution and delivery of Receipts pursuant to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) (to the extent permitted by the rules of any stock exchange on which American Depositary Shares are listed for trading) a fee of $.02 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement (7) a fee for the distribution of securities pursuant to Section 4.02 of the Deposit Agreement, such fee being in an amount equal to the fee for the issuance of American Depositary Shares referred to above which would have been charged as a result of the deposit of such securities (for purposes of this clause 7 treating all such securities as if they were Shares), but which securities are instead distributed by the Depositary to Owners and (8) any other charges payable by the Depositary, any of the Depositary’s agents, including the Custodian, or the agents of the Depositary’s agents in connection with the servicing of Shares or other Deposited Securities (which charge shall be assessed against Owners as of the date or dates set by the Depositary in accordance with Section 4.06 of the Deposit Agreement and shall be collected at the sole discretion of the Depositary by billing such Owners for such charge or by deducting such charge from one or more cash dividends or other cash distributions).

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The Depositary, subject to Article 8 hereof, may own and deal in any class of securities of the Company and its affiliates and in Receipts.

8. PRE-RELEASE OF RECEIPTS.

Unless requested in writing by the Company to cease doing so, the Depositary may, notwithstanding Section 2.03 of the Deposit Agreement, execute and deliver Receipts prior to the receipt of Shares pursuant to Section 2.02 of the Deposit Agreement (a “Pre-Release”). The Depositary may, pursuant to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and cancellation of Receipts which have been Pre-Released, whether or not such cancellation is prior to the termination of such Pre-Release or the Depositary knows that such Receipt has been Pre-Released. The Depositary may receive Receipts in lieu of Shares in satisfaction of a Pre-Release. Each Pre-Release will be (a) preceded or accompanied by a written representation and agreement from the person to whom Receipts are to be delivered (the “Pre-Releasee”) that the Pre-Releasee, or its customer, (i) owns the Shares or Receipts to be remitted, as the case may be, (ii) assigns all beneficial right, title and interest in such Shares or Receipts, as the case may be, to the Depositary in its capacity as such and for the benefit of the Owners, and (iii) will not take any action with respect to such Shares or Receipts, as the case may be, that is inconsistent with the transfer of beneficial ownership (including, without the consent of the Depositary, disposing of such Shares or Receipts, as the case may be, other than in satisfaction of such Pre-Release), (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary determines, in good faith, will provide substantially similar liquidity and security, (c) terminable by the Depositary on not more than five (5) business days’ notice, and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The number of Shares not deposited but represented by American Depositary Shares outstanding at any time as a result of Pre-Releases will not normally exceed thirty percent (30%) of the Shares deposited hereunder; provided , however , that the Depositary reserves the right to disregard such limit from time to time as it deems reasonably appropriate, and may, with the prior written consent of the Company, change such limit for purposes of general application. The Depositary will also set U.S. dollar limits with respect to Pre-Release transactions to be entered into hereunder with any particular Pre-Releasee on a case-by-case basis as the Depositary deems appropriate. For purposes of enabling the Depositary to fulfill its obligations to the Owners under the Deposit Agreement, the collateral referred to in clause (b) above shall be held by the Depositary as security for the performance of the Pre-Releasee’s obligations to the Depositary in connection with a Pre-Release transaction, including the Pre-Releasee’s obligation to deliver Shares or Receipts upon termination of a Pre-Release transaction (and shall not, for the avoidance of doubt, constitute Deposited Securities thereunder).

The Depositary may retain for its own account any compensation received by it in connection with the foregoing.

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9. TITLE TO RECEIPTS.

It is a condition of this Receipt and every successive Owner of this Receipt by accepting or holding the same consents and agrees, that title to this Receipt when properly endorsed or accompanied by proper instruments of transfer, is transferable by delivery with the same effect as in the case of a negotiable instrument under the laws of New York; provided , however , that the Company and the Depositary, notwithstanding any notice to the contrary, may treat the person in whose name this Receipt is registered on the books of the Depositary as the absolute owner hereof for the purpose of determining the person entitled to distribution of dividends or other distributions or to any notice provided for in the Deposit Agreement or for all other purposes.

10. VALIDITY OF RECEIPT.

This Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose unless this Receipt shall have been executed by the Depositary by the manual or facsimile signature of a duly authorized signatory of the Depositary and, if a Registrar shall have been appointed, countersigned by the manual signature of a duly authorized officer of the Registrar.

11. REPORTS; INSPECTION OF TRANSFER BOOKS.

The Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports with the Commission. Such reports will be available for inspection and copying by Owners and Beneficial Owners at the public reference facilities maintained by the Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.

The Depositary will make available for inspection by Owners of Receipts at the Corporate Trust Office any reports and communications received from the Company which are both (a) received by the Depositary or the Custodian or the nominee of either as the holder of the Deposited Securities and (b) made generally available to the holders of such Deposited Securities by the Company. The Depositary will also send to Owners of Receipts copies of such reports when furnished by the Company pursuant to the Deposit Agreement.

The Depositary will keep books, at its Corporate Trust Office, for the registration of Receipts and transfer of Receipts which at all reasonable times shall be open for inspection by the Owners of Receipts and the Company, provided that such inspection shall not be for the purpose of communicating with Owners of Receipts in the interest of a business or object other than the business of the Company or a matter related to the Deposit Agreement, the Receipts or the Shares.

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12. DIVIDENDS AND DISTRIBUTIONS.

Whenever the Depositary receives any cash dividend or other cash distribution in respect of any Deposited Securities, the Depositary will, if at the time of receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into United States dollars transferable to the United States, and subject to the Deposit Agreement, as promptly as practicable convert such dividend or distribution into U.S. dollars and will distribute as promptly as practicable the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement) to the Owners of Receipts entitled thereto; provided , however , that in the event that the Company, the Depositary or the Custodian is required to withhold and does withhold from any cash dividend or other cash distribution in respect of any Deposited Securities an amount on account of taxes, the amount distributed to the Owners of the Receipts evidencing American Depositary Shares representing such Deposited Securities shall be reduced accordingly.

Subject to applicable provisions of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement, the Depositary will cause the securities or property received by it to be distributed as promptly as practicable to the Owners entitled thereto, in proportion to the number of American Depositary Shares held by them, respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution; provided , however , that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners of Receipts entitled thereto, or if for any other reason the Depositary deems such distribution not to be feasible, the Depositary may adopt such method as it may deem equitable and practicable for the purpose of effecting such distribution, including the public or private sale of the securities or property thus received, or any part thereof, and the net proceeds of any such sale will be distributed by the Depositary to the Owners of Receipts entitled thereto as in the case of a distribution received in cash.

If any distribution consists of a dividend in, or free distribution of, Shares, subject to the applicable provisions of the Deposit Agreement, the Depositary may, and shall, if the Company shall so request, distribute promptly to the Owners of outstanding Receipts entitled thereto, additional Receipts for an aggregate number of American Depositary Shares representing the number of Shares received as such dividend or distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and the issuance of American Depositary Shares evidenced by Receipts, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit Agreement. The Depositary may withhold any such distribution if it has not received satisfactory assurances from the Company that such distribution does not require registration under the Securities Act of 1933 or is exempt from such registration. In lieu of delivering

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Receipts for fractional American Depositary Shares in any such case, the Depositary will sell the amount of Shares represented by the aggregate of such fractions and as promptly as practicable distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.02 of the Deposit Agreement. If additional Receipts are not so distributed, each American Depositary Share shall thenceforth also represent the additional Shares distributed upon the Deposited Securities represented thereby.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities an option to elect to receive dividends in fully paid Shares instead of cash, the Depositary and the Company agree to consult to determine whether such option will be made available to the Owners of Receipts and, if such option is to be made available to such Owners, the procedures to be followed.

In the event that the Depositary determines that any distribution in property (including Shares and rights to subscribe therefor) is subject to any tax which the Depositary is obligated to withhold, the Depositary may dispose of all or a portion of such property (including Shares and rights to subscribe therefor) in such amounts and in such manner as the Depositary deems necessary and practicable to pay any such taxes, by public or private sale, and the Depositary shall distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes or charges to the Owners of Receipts entitled thereto.

13. RIGHTS.

In the event that the Company shall offer or cause to be offered to the holders of any Deposited Securities any rights to subscribe for additional Shares or any rights of any other nature, the Depositary shall, after consultation with the Company, have discretion as to the procedure to be followed in making such rights available to any Owners or in disposing of such rights on behalf of any Owners and making the net proceeds available in U.S. dollars to such Owners; or, provided , however , that the Depositary will, if requested by the Company take action as follows: (i) if at the time of the offering of any rights the Depositary determines that it is lawful and feasible to make such rights available to the Owners by means of warrants or otherwise, the Depositary shall distribute as promptly as practicable to each Owner in proportion to the number of American Depositary Shares representing such Deposited Securities held by such Owner, warrants or other instruments therefor in such form as it deems appropriate, but only pursuant to a rights agency agreement to be entered into between the Company and the Depositary setting forth the procedures, terms and conditions applicable to the particular offering, or employ such other method, if any, as it may deem lawful and feasible in order to facilitate the exercise, sale or transfer of rights by such Owners; or (ii) if at the time of the offering of any rights the Depositary determines that it is not lawful and feasible to make such rights available to the Owners by means of warrants or otherwise, or if the rights represented by such warrants or such other instruments are not exercised and appear to be about to lapse, it will use its best efforts that are reasonable under the

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circumstances to sell the rights, warrants or other instruments and allocate the net proceeds of such sales for the account of such Owners otherwise entitled to such rights, warrants or other instruments, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions or the date of delivery of any Receipt or otherwise.

14. CONVERSION OF FOREIGN CURRENCY.

Whenever the Depositary or the Custodian shall receive foreign currency, by way of dividends or other distributions or the net proceeds from the sale of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of the Depositary be converted on a reasonable basis into U.S. dollars and the resulting U.S. dollars transferred to the United States, the Depositary shall, as promptly as practicable, convert or cause to be converted, by sale or in any other manner that it may determine, such foreign currency into U.S. dollars, and such U.S. dollars shall be distributed, as promptly as practicable, to the Owners entitled thereto or, if the Depositary shall have distributed any warrants or other instruments which entitle the holders thereof to such Dollars, then to the holders of such warrants and/or instruments upon surrender thereof for cancellation. Such distribution may be made upon an averaged or other practicable basis without regard to any distinctions among Owners on account of exchange restrictions or otherwise and shall be net of any expenses of conversion into U.S. dollars incurred by the Depositary as provided in Section 5.09 of the Deposit Agreement.

If such conversion or distribution can be effected only with the approval or license of any government or agency thereof, the Depositary shall file as promptly as practicable such application for approval or license, if any, as it may deem desirable.

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currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive the same.

If any such conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto, the Depositary may in its discretion make such conversion and distribution in U.S. dollars to the extent permissible to the Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold such balance uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled thereto.

15. RECORD DATES.

Whenever any cash dividend or other cash distribution shall become payable or any distribution other than cash shall be made, or whenever rights shall be issued with respect to the Deposited Securities, or whenever the Depositary shall receive notice of any meeting of holders of Shares or other Deposited Securities, or whenever for any reason the Depositary causes a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary shall fix a record date, which date shall, to the extent practicable, be the same as or as near as practicable to, the record date, if any, fixed by the Company and, if different from the record date set by the Company, shall be set after consultation with the Company, (a) for the determination of the Owners of Receipts who shall be (i) entitled to receive such dividend, distribution or rights or the net proceeds of the sale thereof, (ii) entitled to give instructions for the exercise of voting rights at any such meeting, or (iii) responsible for any fee assessed by the Depositary pursuant to the Deposit Agreement or (b) on or after which each American Depositary Share will represent the changed number of Shares, subject to the provisions of the Deposit Agreement.

16. VOTING OF DEPOSITED SECURITIES.

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request that the Depositary mail a notice to Owners as provided in the preceding sentence. Upon the written request of an Owner of a Receipt on such record date, received on or before the date established by the Depositary for such purpose (the “Instruction Date”), the Depositary shall endeavor insofar as practicable to vote or cause to be voted the amount of Shares or other Deposited Securities represented by such American Depositary Shares evidenced by such Receipt in accordance with the instructions set forth in such request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the Shares or other Deposited Securities, other than in accordance with such instructions or deemed instructions. If no instructions are received by the Depositary from any Owner with respect to any of the Deposited Securities represented by the American Depositary Shares evidenced by such Owner’s Receipts on or before the date established by the Depositary for such purpose, the Depositary shall deem such Owner to have instructed the Depositary to vote such Shares on any question in the same proportion that all other shares of capital stock of the Company are voted on such question at the relevant shareholders’ meeting, and the Depositary shall endeavor, insofar as practicable, to so vote or cause to be voted such Shares.

17. CHANGES AFFECTING DEPOSITED SECURITIES.

Upon any change in nominal value, change in par value, split-up, consolidation, or any other reclassification of Deposited Securities, or upon any recapitalization, reorganization, merger or consolidation, or sale of assets affecting the Company or to which it is a party, any securities received by the Depositary or the Custodian in exchange for or in conversion of or in respect of Deposited Securities shall be treated as new Deposited Securities under the Deposit Agreement, and American Depositary Shares shall thenceforth represent, in addition to the existing Deposited Securities, the right to receive the new Deposited Securities so received in exchange or conversion, unless additional Receipts are delivered pursuant to the following sentence. In any such case the Depositary may, with the approval of the Company and shall, if the Company shall so request, execute and deliver additional Receipts as in the case of a dividend in Shares, or call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing such new Deposited Securities.

18. LIABILITY OF THE COMPANY AND DEPOSITARY.

Neither the Depositary nor the Company, nor any of their respective directors, employees, agents or affiliates shall incur any liability to any Owner if, by reason of any provision of any present or future law of the United States, the United Mexican States or any other country, or of any other governmental or regulatory authority, or by reason of any provision, present or future, of the Estatutos , or by reason of any act of God or war or other circumstances beyond its control, the Depositary or the Company or any of their respective directors, employees, agents or affiliates shall be prevented, delayed or forbidden from or be subject to any civil or criminal penalty on account of doing or performing any act or thing which by the terms of the Deposit Agreement it is provided

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or contemplated shall be done or performed; nor shall the Depositary or the Company or any of their respective directors, employees, agents or affiliates incur any liability to any Owner by reason of any non-performance or delay, caused as aforesaid, in performance of any act or thing which by the terms of the Deposit Agreement it is provided or contemplated shall or may be done or performed, or by reason of any exercise of, or failure to exercise, any discretion provided for in the Deposit Agreement or the Estatutos . Where, by the terms of a distribution pursuant to Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or distribution pursuant to Section 4.04 of the Deposit Agreement, such distribution or offering may not be made available to Owners of Receipts, and the Depositary may not dispose of such distribution or offering on behalf of such Owners and make the net proceeds available to such Owners, then the Depositary shall not make such distribution or offering, and shall allow any rights, if applicable, to lapse. Neither the Company nor the Depositary assumes any obligation or shall be subject to any liability under the Deposit Agreement to Owners, except that they agree to perform their obligations specifically set forth in the Deposit Agreement without negligence or bad faith. The Depositary shall not be subject to any liability with respect to the validity or worth of the Deposited Securities. Neither the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit, or other proceeding in respect of any Deposited Securities or in respect of the Receipts, which in its opinion may involve it in expense or liability, unless indemnity satisfactory to it against all expense and liability be furnished as often as may be required, and the Custodian shall not be under any obligation whatsoever with respect to such proceedings, the responsibility of the Custodian being solely to the Depositary. Neither the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from legal counsel, accountants, any governmental authority, any person presenting Shares for deposit, any Owner of a Receipt, or any other person believed by it in good faith to be competent to give such advice or information. The Depositary shall not be responsible for any failure to carry out any instructions to vote any of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote, provided that any such action or non-action is in good faith. The Depositary shall not be liable to Owners for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the Depositary or in connection with a matter arising wholly after the removal or resignation of the Depositary, provided that, in connection with the issue out of which such potential liability arises, the Depositary performed its obligations utilizing its reasonable judgment in good faith while it acted as Depositary. No disclaimer of liability under the Securities Act of 1933 is intended by any provision of the Deposit Agreement.

19. RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR CUSTODIAN.

The Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, such resignation to take effect upon the appointment of a successor depositary and its acceptance of such appointment as

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provided in the Deposit Agreement. The Depositary may at any time be removed by the Company by 60 days’ prior written notice of such removal, to become effective upon the later of (i) the 60th day after delivery of the notice to the Depositary or (ii) the appointment of a successor depositary and its acceptance of such appointment as provided in the Deposit Agreement. Whenever the Depositary in its discretion determines that it is in the best interest of the Owners of Receipts to do so, it may, after consultation with the Company to the extent practicable, appoint a substitute or additional Custodian.

20. AMENDMENT.

The form of the Receipts and any provisions of the Deposit Agreement may at any time and from time to time be amended by agreement between the Company and the Depositary in any respect that they may deem necessary or desirable. Any amendment which shall impose or increase any fees or charges (other than taxes (including without limitation stamp taxes) and other governmental charges, or which shall otherwise prejudice any substantial existing right of Owners of Receipts shall, however, not become effective as to outstanding Receipts until the expiration of thirty days after notice of such amendment shall have been given to the Owners of outstanding Receipts. Every Owner of a Receipt at the time any amendment so becomes effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such amendment and to be bound by the Deposit Agreement and the Receipts as amended thereby. In no event shall any amendment impair the right of the Owner of any Receipt to surrender such Receipt and receive therefor the Deposited Securities represented thereby except in order to comply with mandatory provisions of applicable law.

21. TERMINATION OF DEPOSIT AGREEMENT.

The Depositary at any time at the direction of the Company shall terminate the Deposit Agreement by mailing notice of such termination to the Owners of all Receipts then outstanding at least 30 days prior to the date fixed in such notice for such termination. The Depositary may terminate the Deposit Agreement if at any time 90 days shall have expired after the Depositary shall have delivered to the Company a written notice of its election to resign and a successor depositary shall not have been appointed and accepted its appointment as provided in the Deposit Agreement, such termination to become effective by the Depositary mailing notice of such termination to Owners of all Receipts then outstanding at least thirty (30) days prior to the date fixed in such notice for such termination. If any Receipts shall remain outstanding after the date of termination of the Deposit Agreement, the Depositary thereafter shall discontinue the registration of transfers of Receipts, shall suspend the distribution of dividends to the Owners thereof, and shall not give any further notices or perform any further acts under this Deposit Agreement, except that the Depositary shall, in accordance with and subject to the provisions of this Deposit Agreement, (a) continue to collect dividends and other distributions pertaining to Deposited Securities, (b) sell rights as provided in this Deposit

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Agreement and (c) continue to deliver Deposited Securities, together with any dividends or other distributions received with respect thereto and the net proceeds of the sale of any rights or other property, in exchange for Receipts surrendered to the Depositary. At any time after the expiration of one year from the date of termination, the Depositary may sell the Deposited Securities then held under the Deposit Agreement and may thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it thereunder, unsegregated and without liability for interest, for the pro rata benefit of the Owners of Receipts which have not theretofore been surrendered, such Owners thereupon becoming general creditors of the Depositary with respect to such net proceeds. After making such sale, the Depositary shall be discharged from all obligations under the Deposit Agreement, except to account for such net proceeds and other cash, after deducting, in each case, the applicable fees and expenses of the Depositary and any applicable taxes or governmental charges and except as provided in Section 5.08 of the Deposit Agreement. Upon the termination of the Deposit Agreement, the Company shall be discharged from all obligations under the Deposit Agreement except for its obligations to the Depositary with respect to indemnification, charges, and expenses.

22. SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.

In the Deposit Agreement, the Company has (i) appointed CT Corporation System, 111 Eighth Avenue, New York, New York 10011, in the State of New York, as the Company’s authorized agent upon which process may be served in any suit or proceeding arising out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted to the jurisdiction of any state or federal court in the State of New York in which any such suit or proceeding may be instituted, and (iii) agreed that service of process upon said authorized agent shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding.

23. DISCLOSURE OF INTERESTS.

To the extent that provisions of or governing any Deposited Securities, the Estatutos or applicable law may require the disclosure of beneficial or other ownership of Deposited Securities and other securities to the Company and provide for blocking of Owners’ transfer and voting or other rights to enforce such disclosure or limit such ownership, the Depositary shall use its best efforts that are reasonable under the circumstances to comply with Company instructions as to Receipts in respect of any such enforcement or limitation. Owners shall comply with all such disclosure requirements and shall cooperate with the Depositary’s compliance with such instructions and by their holding of Receipts or any interest therein are deemed to consent to any such limitation or blocking of rights.

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Exhibit 5.1

[Letterhead of Ritch Mueller, S.C.]

February 15, 2006

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

Avenida Mariano Otero No. 1249 ala B piso 6,

Condominios Centro Torre Pacífico,

Col. Rinconada del Bosque,

C.P. 45140, Guadalajara, Jalisco.

Ladies and Gentlemen:

We have acted as your special Mexican counsel and as special Mexican counsel to Nacional Financiera, S.N.C., as trustee of trust number 5118-4 established on August 24, 1999 (“ NAFIN ”), in connection with the offering by NAFIN of (i) Series B shares of common stock, without par value ( the “ Shares ”) issued by Grupo Aeroportuario del Pacífico, S.A. de C.V. (the “ Company ”), a corporation ( sociedad anónima de capital variable ) organized under the laws of the United Mexican States, and (ii) American Depositary Shares, each representing ten (10) Shares (“ ADSs ”). We are giving this opinion in connection with the registration statement (the “ Registration Statement ”) on Form F-1 filed by the Company with the U.S. Securities and Exchange Commission on February 3, 2006 pursuant to the U.S. Securities Act of 1933, as amended (the “ 1933 Act ”), and the rules and regulations promulgated thereunder (the “ Rules ”).

For purposes of this opinion, we have examined (i) the certificate of incorporation ( escritura constitutiva ) of the Company and the current corporate by-laws ( estatutos sociales ) of the Company (subject to and assuming the due formalization and registration of the amendment to the Company by-laws approved in the Company shareholders meeting dated February 2, 2006) and (ii) such other documents and certificates as we have deemed necessary for the purposes of the opinions expressed below. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

We express no opinion as to the laws of any jurisdiction other than the United Mexican States.

Based upon the assumptions and qualifications expressed herein and subject to the foregoing, we are of the opinion that once (i) the certificates evidencing the Shares are duly issued and signed, and (ii) such Shares are duly registered in the Company Shareholder Registry, which issuance, signing and registry are expected to occur prior to the sale of the Shares by NAFIN, the Shares, when sold by NAFIN as the selling shareholder, will be duly and validly authorized and issued by the Company, fully paid and non-assessable

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our name under the captions “Enforceability of Civil Liabilities” and “Validity of Securities” in the Prospectus contained in Part I of the Registration Statement. In giving this consent, we do not agree that we come within the category of persons whose consent is required by the 1933 Act or the Rules.

	Very truly yours,

	RITCH MUELLER, S.C.

	/s/ JAMES E. RITCH G.A.
	By: James E. Ritch G.A.
	Partner

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form F-1 of our reports dated April 27, 2005, except for the convenience translation of Mexican peso amounts into U.S. dollars, the retroactive effects of the reverse stock split on all share, per share and option data and Note 23, as to which the date is February 2, 2006 (which report expresses an unqualified opinion on the financial statements and includes two explanatory paragraphs, referring to the restatement of the financial statements as of and for the years ended December 31, 2002 and 2003 related to the reclassification of the value of airport concessions and rights to use airport facilities and the early adoption of Bulletin C-10, Derivative Instruments and Hedging Activities , of accounting principles generally accepted in Mexico) and of our report dated December 5, 2005, except for the retroactive effects of the reverse stock split on all share, per share and option data and Note 22, as to which the date is February 2, 2006, relating to the financial statements of Grupo Aeroportuario del Pacifico, S.A. de C.V. and subsidiaries appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

Galaz, Yamazaki, Ruiz Urquiza
Member of Deloitte Touche Tohmatsu

/s/ Salvador A. Sánchez Barragán

C.P.C. Salvador A. Sánchez Barragán
Guadalajara, Mexico
February 14, 2006

Exhibit 23.3

February 10, 2006

Re: Amendment No. 1, dated February 3, 2006, to the Registration Statement of Grupo Aeroportuario del Pacifico, S.A. de C.V. on Form F-1 (No. 333-131220) as filed with the Securities and Exchange Commission on January 23, 2006 (the “Registration Statement”)

We hereby consent to the reference to us under the heading “Validity of Securities” in the Prospectus constituting part of the Registration Statement on Form F-1. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission.

CLEARY GOTTLIEB STEEN & HAMILTON LLP


	By	/s/ Jorge U. Juantorena
	Jorge U. Juantorena, a Partner

Exhibit 99.1

CONSENT OF EDUARDO SANCHEZ NAVARRO REDO

The undersigned hereby consents, pursuant to Rule 438 of the Securities Act of 1933, as amended, to the references of him in the Prospectus of Grupo Aeroportuario del Pacifico S.A. de C.V., which is part of this Registration Statement on Form F-1 of Grupo Aeroportuario del Pacifico S.A. de C.V., with respect to his being elected as director of Grupo Aeroportuario del Pacifico S.A. de C.V. under the circumstances described therein.

		/ s/ EDUARDO SANCHEZ NAVARRO REDO



Mexico City, Mexico February 13, 2006

Exhibit 99.2

CONSENT OF FRANCISCO GLENNIE Y GRAUE

/S/ FRANCISCO GLENNIE Y GRAUE

Mexico City, Mexico

February 8, 2006

Exhibit 99.3

CONSENT OF JOSE MANUEL RINCON GALLARDO PURON

/S/ JOSE MANUEL RINCON GALLARDO PURON

Mexico City, Mexico

February 2, 2006